TERM FACILITY AGREEMENT DATED as of December 17, 2010 BETWEEN BANCO DE GALICIA Y BUENOS AIRES S.A. AS BORROWER AND NEDERLANDSE FINANCIERINGS-MAATSCHAPPIJ VOOR ONTWIKKELINGSLANDEN N.V. AS LENDER

 

1. Definitions and Interpretation

1.1 Definitions

1.2 Financial Definitions

1.3 Financial Calculations

1.4 Construction

 

2. Purpose

 

3. The Facility

3.1 The Facility

3.2 Procedure for Utilization

3.3 Interest

3.4 Default Interest

3.5 Repayment

3.6 Prepayment and Cancellation

3.7 Fees

3.8 Costs and Expenses

3.9 Tax Gross-up and Indemnities

3.10 Increased Costs

3.11 Currency Indemnity

3.12 Other indemnities

3.13 Evidence of Debt

 

4. Representations and Warranties

4.1 Representations and Warranties

4.2 Repetition

4.3 FMO Reliance

4.4 Rights and Remedies Not Limited

 

5. Conditions of Utilization

5.1 Conditions of First Utilization

5.2 Conditions of all Utilizations

5.3 Conditions for each Utilization other than the first Utilization

5.4 Conditions for FMO Benefit

 

6. Covenants

6.1 Affirmative Covenants

6.2 Negative covenants

6.3 Informational Covenants

6.4 Insurance Covenants

 

7. Events of Default

7.1 Events of Default

7.2 Acceleration

 

8. Miscellaneous

8.1 Changes to Lender

8.2 Changes to the Borrower

8.3 Conduct of Business by FMO

8.4 Payment Mechanics

8.5 Set-off

8.6 Notices

8.7 Calculations and Certificates

8.8 Remedies and Waivers

 

8.9 Amendments and Waivers

8.10 Counterparts

8.11 Governing law

8.12 Arbitration

8.13 Court Jurisdiction

8.14 Third Parties

8.15 Waiver of Damages

8.16 Survival

8.17 Entire Agreement

 

 

 

 

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

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

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

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

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

the amount of the outstanding Loan;

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

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

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

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

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

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

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

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

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

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

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

moneys borrowed;

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

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

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

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

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

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

any amount raised by the issue of redeemable shares;

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

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

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

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

exceeds:

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

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

an additional or increased cost; or

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

A1 is the amount of the Installment of which the weight is being calculated;

T1 is the Tenor of the Installment of which the weight is being calculated;

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

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

the applicable Screen Rate; or

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

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

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

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

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

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

the validity, enforceability, perfection, priority or value of the Security; or

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

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

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

the Security;

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

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

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

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

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

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

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

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

the Interest Rate Gap for such Time Period;

by

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

from 0 to and including 180 days

greater than 180 days, to and including 365 days

greater than 365 days, to and including 3 years

greater than 3 years, to and including 5 years

greater than 5 years, to and including 10 years

greater than 10 years

Total Capital; by

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

Operational Cost; by

Operational Income.

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

Total Capital.

the Adjusted Interest Rate Gap for such Time Period; by

Total Capital.

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

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

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

Total Capital.

personnel costs;

administrative costs;

overhead costs; and

depreciation, excluding

provisions.

interest income; less

the Borrower’s interest costs; plus

its other operational income.

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

each member of such person’s senior management;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Only one Utilization may be requested in each Utilization Request.

The currency specified in a Utilization Request must be Dollars.

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

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

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

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

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

Applicable Margin;

and

LIBOR.

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

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

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

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

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

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

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

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

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

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

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

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

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

the then current Applicable Margin;

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

the Mandatory Cost, if any.

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

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

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

Applicable Margin;

and

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

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

calculate the Installment Weight of each Installment forming part of the relevant Utilization;

determine the Fixed Rate Swap Equivalent for each Installment Weight;

calculate the Weighted Average Swap Rate for the relevant Utilization; and

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 

July 15, 2012

January 15, 2013

July 15, 2013

January 15, 2014

July 15, 2014

January 15, 2015

July 15, 2015

January 15, 2016

July 15, 2016

January 15, 2017

The Loan shall be repaid in Dollars.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

this Agreement and any other documents referred to in this Agreement; and

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

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

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

FMO’s Ongoing Costs

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

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

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

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

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

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

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

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

Section 3.9.2(a) above shall not apply:

with respect to any Tax assessed on FMO:

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

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

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

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

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

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

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

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

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

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

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

compensated for by Section 3.9.2 (Tax Indemnity); or

compensated for the payment of the Mandatory Cost.

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

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

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

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

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

the occurrence of any Event of Default;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

its or any of its Subsidiaries’ constitutional documents; or

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

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

All Authorizations required or desirable:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

payment is being contested in good faith;

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

payment can be lawfully withheld.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

FMO shall have received evidence that:

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

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

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

FMO shall have received the following legal opinions:

a legal opinion of Mitrani, Caballero, Rosso ▇▇▇▇, ▇▇▇▇▇▇▇, Ojam & ▇▇▇▇ ▇▇▇▇▇▇ Abogados, counsel to FMO in the Country; and

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

FMO shall have received evidence that:

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

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

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

FMO shall have received:

a Certificate of Incumbency and Authority from the Borrower; and

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

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

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

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

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

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

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

No Default shall have occurred and be continuing.

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

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

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

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

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

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

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

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

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

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

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

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

The Borrower shall:

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

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

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

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

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

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

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

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

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

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

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

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

payment is being contested in good faith;

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

such payment can be lawfully withheld.

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

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

view the assets and premises of the Borrower; and

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

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

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

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

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

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

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

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

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

The Borrower shall not:

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

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

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

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

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

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

Such payment is permitted in accordance with Banking Regulations.

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

Arm‘s length basis

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

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

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

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

The Borrower shall:

Supply to FMO in the English language:

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

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

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

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

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

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

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

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

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

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

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

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

Supply to FMO:

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

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

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

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

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

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

The Borrower shall:

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

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

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

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

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

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

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

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

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

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

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

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

adjudging the Borrower or such Subsidiary bankrupt or insolvent;

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

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

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

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

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

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

The Borrower or any of its Subsidiaries:

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

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

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

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

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

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

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

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

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

Any Finance Document or any of its provisions:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

the financial condition of the Borrower;

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

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

A New Lender shall confirm to FMO that it:

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

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

Nothing in any Finance Document obliges FMO to:

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

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

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

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

On the effective date of the Assignment and Assumption Agreement:

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

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

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

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

FMO may disclose to any other person:

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

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

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

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

No provision of this Agreement will:

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

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

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

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

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

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

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

Account No. 2000192261221 in the name of Banco ▇▇ ▇▇▇▇▇▇▇ y Buenos Aires S.A., with ▇▇▇▇▇ Fargo Bank, New York, New York, U.S.A., ▇.▇.▇.▇.▇. ▇▇▇ ▇▇▇▇ ▇▇ ▇▇ ▇▇▇, CHIPS Routing Number: 509, FEDWIRE transit routing number ▇▇▇▇▇▇▇▇▇.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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