Loan Agreement between TELECOM ARGENTINA S.A. and INTERNATIONAL FINANCE CORPORATION Dated as of June 28, 2022

Exhibit 4.7

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INVESTMENT NUMBER 46720

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Loan Agreement

between

TELECOM ARGENTINA S.A.

and

INTERNATIONAL FINANCE CORPORATION

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Dated as of June 28, 2022

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TABLE OF CONTENTS

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LOAN AGREEMENT

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LOAN AGREEMENT (the “Agreement”) dated as of June 28, 2022 between TELECOM ARGENTINA S.A., a company organized and existing under the laws of the Republic of Argentina (the “Borrower”) and INTERNATIONAL FINANCE CORPORATION, an international organization established by Articles of Agreement among its member countries including the Republic of Argentina (“IFC”).

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RECITALS

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WHEREAS, the Borrower’s principal activity is the provision of telecommunications services in the Republic of Argentina and the Borrower has requested IFC to provide the loans described in this Agreement to support the Borrower’s financing program to fund the expansion of the Borrower’s mobile and fixed broadband coverage in Argentina and to upgrade its network capacity and speed (the “Transaction”); and

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WHEREAS, IFC is willing to provide those loans upon the terms and conditions set forth in this Agreement.

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ARTICLE I

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Definitions and Interpretation

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Section 1.01. Definitions. Wherever used in this Agreement, the following terms have the following meanings:

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“A Loan” means the loan specified in Section 2.01(a) (The Loan) or, as the context requires, its principal amount from time to time outstanding;

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“A Loan Disbursement” means the disbursement of the A Loan;

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“A Loan Interest Rate” means, for any Interest Period, the rate at which interest is payable on the A Loan during that Interest Period, determined in accordance with Section 2.03 (Interest);

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“Accounting Standards” means the International Financial Reporting Standards promulgated by the International Accounting Standards Board (“IASB”) (which include standards and interpretations approved by the IASB and international accounting standards issued under previous constitutions), together with its pronouncements thereon from time to time, as adopted by the Argentine Comisión Nacional de Valores in its capacity as corporate supervisory authority over the Borrower and applied on a consistent basis;

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“Action Plan” means the plan or plans developed by the Borrower in the form of Schedule 10 setting out specific environmental and social measures to be undertaken by the Borrower, to enable its Operations to comply with the Performance Standards, as such Action Plan may be amended or supplemented from time to time with IFC’s consent;

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“Affiliate” means, with respect to any specified Person, any other Person that Controls, is Controlled by or is under common Control with, such specified Person; notwithstanding the foregoing,

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neither IFC nor any of its Affiliates shall be considered an Affiliate of the Borrower or any Subsidiary of the Borrower;

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“Agreement” has the meaning set forth in the preamble;

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“Annual Monitoring Report” means the annual monitoring report substantially in the form attached as Schedule 9 hereto setting out the specific social, environmental and developmental impact reporting requirements of the Borrower in respect of its and its Subsidiaries’ Operations, as such may be amended or supplemented from time to time in accordance with the terms hereof;

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“Applicable E&S Law” means all applicable statutes, laws, ordinances, rules and regulations of the Country, including but not limited to any license, permit or other governmental Authorization, imposing liability or setting standards of conduct concerning any environmental, social, labor, health and safety or security risks of the type contemplated by the Performance Standards;

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“Argentine Central Bank” means the Banco Central de la República Argentina, the central bank of the Country, and any successor entity thereto;

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“Argentine Financial Entity” means any financial institution authorized by the Argentine Central Bank to conduct banking and foreign exchange activities in the Country;

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“Argentine Government Obligations” means obligations issued or directly and fully guaranteed or insured by the Country or by any agency or instrumentality thereof; provided, that the full faith and credit of the Country is pledged in support thereof;

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“Auditors” means Price Waterhouse & Co. S.R.L. or such other firm that the Borrower appoints from time to time as its auditors pursuant to Section 5.01(e) (Affirmative Covenants);

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

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“Authorization” means any consent, registration, filing, agreement, notarization, certificate, licenses, approval, authorization, easement, right of way, permit, authority or exemption from, by or with any Authority, whether given by express action or deemed given by failure to act within any specified time period and all corporate, creditors’ and shareholders’ approvals or consents;

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“Authorized Representative” means any natural person who is duly authorized by the Borrower, to act on its behalf for the purposes specified in, and whose name and a specimen of whose signature appear on, the Certificate of Incumbency and Authority most recently delivered by such Person to IFC;

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“B Loan” means the loan specified in Section 2.01(b) (The Loan) or, as the context requires, its principal amount from time to time outstanding;

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“B Loan Disbursement” means the disbursement of the B Loan;

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“B Loan Interest Rate” means, for any Interest Period, the rate at which interest is payable on the B Loan during that Interest Period, determined in accordance with Section 2.03 (Interest);

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“Borrower” has the meaning set forth in the preamble;

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“Buenos Aires Business Day” means a day when banks are open for business in Buenos Aires, Argentina;

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“Business Day” means:

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“Calculation Period” means, for any calculation, a period of four consecutive quarters most recently ended prior to the event requiring the calculation for which financial statements should have been delivered to IFC pursuant to this Agreement;

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“CAO” means Compliance Advisor Ombudsman, the independent accountability mechanism for IFC for environmental and social concerns, which is governed by the CAO Policy;

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“CAO Policy” means the IFC/MIGA Independent Accountability Mechanism (CAO) Policy dated June 28, 2021 outlining CAO’s purpose, mandate and functions, core principles, governance, and operating procedures, as the same may be amended, updated or supplemented at any time and from time to time;

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“Cash Equivalents” means:

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“Certificate of Incumbency and Authority” means a certificate provided to IFC in the form of Schedule 1;

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“Change of Control” means any of the following:

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“Charter” means with respect to any Person, the memorandum and articles of association, by laws (estatutos sociales) and/or such other constitutive document, howsoever called, of such Person;

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“Coercive Practice” has the meaning assigned to it in Annex H;

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“Collusive Practice” has the meaning assigned to it in Annex H;

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“Consolidated” or “Consolidated Basis” means (with respect to any financial statements to be provided, or any financial calculation to be made, under or for the purposes of this Agreement and any other IFC Financing Document) the method referred to in Section 1.02(c) (Financial Calculations); and the entities whose accounts are to be consolidated with the accounts of the Borrower are all the Subsidiaries of the Borrower;

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“Control” or “Controlled” means, with respect to any Person, the power (whether directly or indirectly and whether through the ownership of shares or other securities, by contract or otherwise) to (i) appoint and/or remove all or a majority of the members of the board of directors or other governing body of such Person, (ii) direct or cause the direction of the management or policies of such Person, or (iii) obtain the necessary majority voting interests for making decisions at the equity holders meetings of such Person;

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“Corrupt Practice” has the meaning assigned to it in Annex H;

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“Country” means the Republic of Argentina;

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“Disbursement” means any or all of the A Loan Disbursement or the B Loan Disbursement, as the context requires;

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“Dispute” has the meaning set forth in Section 7.05(b) (Enforcement);

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“Dollars” and “$” means the lawful currency of the United States of America;

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“E&SA” means the environmental and social assessment, dated May 13, 2022, prepared by the Borrower in accordance with the Performance Standards;

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“E&S Management System” means the Borrower’s environmental and social management system enabling it to identify, assess and manage risks in respect of its and its Subsidiaries’ Operations on an ongoing basis;

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“EBITDA” means, for the relevant Calculation Period for any Person or specified group of Persons, Net Income for such period (without giving effect to (x) any extraordinary gains, (y) any non- cash income, and (z) any gains or losses from sales of assets other than inventory sold in the ordinary course of business) adjusted by adding thereto (in each case to the extent deducted in determining Net Income for such period), without duplication, the amount of (i) total interest expense (inclusive of amortization of deferred financing fees and other original issue discount and banking fees, charges and commissions (e.g., letter of credit fees and commitment fees)) of such Person or specified group of Persons determined on a Consolidated Basis for such period (or on both an unconsolidated basis and a Consolidated Basis if applicable under this Agreement), (ii) tax expense based on income and foreign withholding taxes for such Person or specified group of Persons determined on a Consolidated Basis for such period (or on both an unconsolidated basis and a Consolidated Basis if applicable under this Agreement), and (iii) all depreciation and amortization expense of such Person or specified group of Persons determined on a Consolidated Basis for such period (or on both an unconsolidated basis and a Consolidated Basis if applicable under this Agreement);

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“Euro” and “EUR” means the single, unified, lawful currency of those member states of the European Union participating in the Economic and Monetary Union;

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“Event of Default” means any one of the events or circumstances specified in Section 6.02 (Events of Default);

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“Financial Debt” means as to any Person:

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“Financial Lease” means any lease or hire purchase contract which would, under the Accounting Standards, be treated as a finance or capital lease;

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“Financial Plan” means the proposed sources of financing for the Transaction as set out in Annex A;

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“Financial Year” means with respect to the Borrower and each of its Subsidiaries, the accounting year commencing each year on January 1st and ending on the following December 31st, or such other period as such Person, with IFC’s consent, from time to time designates as its accounting year;

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“Foreign Exchange Regulations” means any foreign exchange regulation issued by the Congress, the Presidency, the Ministry of Treasury, the Ministry of Finance, the Argentine Central Bank or any other applicable Governmental Authority of the Country (including, without limitation, Communication “A” 7490 (Texto ordenado de las normas sobre “Exterior y Cambios”) as amended and supplemented) related to payments in foreign currency, dealings in foreign exchange and the import and export of currency, currency control and/or foreign indebtedness and, in each case, applicable to the IFC Financing Documents;

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“Fraudulent Practice” means has the meaning assigned to it in Annex H;

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“Hedging Contract” means (i) any interest rate swap agreement, interest rate cap agreement or other agreement designed to protect against fluctuations in interest rates or (ii) any foreign exchange forward contract, currency swap agreement or other agreement designed to protect against fluctuations in foreign exchange rates, in each case entered into the ordinary course of business;

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“IASB” has the meaning set forth in the definition of “Accounting Standards”; “IFC” has the meaning set forth in the preamble;

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“IFC Fee Letter” means that certain letter agreement entered into by and between IFC and Borrower dated on or about the date hereof, in which ▇▇▇▇▇▇▇▇ confirms and agrees to pay IFC such fees as set forth therein;

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“IFC Financing Documents” means, collectively, this Agreement, the Lender Fee Letter and the IFC Fee Letter;

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“Increased Costs” means the amount certified in an Increased Costs Certificate to be the net incremental costs of, or reduction in return to, IFC, derived from any net incremental cost, or reduction in return to, IFC or any Participant in connection with the making or maintaining of the Loan or its Participation, respectively, that result from:

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which, in either case, after the date of this Agreement:

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but excluding any incremental costs of making or maintaining a Participation that are a direct result of that Participant having its principal office in the Country or having or maintaining a permanent office or establishment in the Country, if and to the extent that permanent office or establishment acquires that Participation;

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“Increased Costs Certificate” means a certificate provided from time to time by IFC (based on a certificate to IFC from any Participant, if Increased Costs affect its Participation), certifying:

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“Indemnitee” has the meaning set forth in Section 7.07(a) (Indemnification; No Consequential Damages);

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“Interest Coverage Ratio” means, for the relevant Calculation Period, the ratio determined either on a Consolidated Basis or on both an unconsolidated basis (which, for the avoidance of doubt, shall mean without including the results, assets or liabilities of the relevant Person’s Subsidiaries) and a Consolidated Basis, as applicable, in accordance with Section 5.01(m) (Affirmative Covenants), obtained by dividing:

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for the four consecutive fiscal quarters most recently ended prior to the relevant date of calculation;

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by:

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“Interest Determination Date” means the second Business Day before the beginning of each Interest Period; provided, however, in the event any of the provisions of Section 2.03(d) (Interest) apply, such date shall be determined by IFC pursuant to the benchmark methodology provided by the relevant administrator for the relevant rate;

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“Interest Payment Date” means February 15 and August 15 in each year in any year;

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“Interest Period” means each period of 6 months in each case beginning on an Interest Payment Date and ending on the day immediately before the next following Interest Payment Date, except in the case of the first period applicable to each Disbursement when it means the period beginning on the date on which that Disbursement is made and ending on the day immediately before the next following Interest Payment Date;

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“Interest Rate” means (i) with respect to the A Loan, the A Loan Interest Rate or (ii) with respect to the B Loan, the B Loan Interest Rate, as the context requires;

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“Investment” has the meaning specified in Section 5.02(k) (Negative Covenants);

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“Lender Fee Letter” means that certain letter agreement entered into by and between IFC and Borrower dated on or about the date hereof, in which ▇▇▇▇▇▇▇▇ confirms and agrees to pay IFC such fees as set forth therein;

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“Liabilities” means the aggregate of all obligations (actual or contingent) of any Person to pay or repay money, including, without limitation:

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“Lien” means any mortgage, pledge, charge, assignment, hypothecation, security interest, title retention, preferential right, trust arrangement, right of set-off, counterclaim or banker’s lien, privilege or priority of any kind having the effect of security, any designation of loss payees or beneficiaries or any similar arrangement under or with respect to any insurance policy;

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“Loan” means collectively, the A Loan and the B Loan or, as the context requires, the principal amount of the A Loan and the B Loan outstanding from time to time;

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“Loan Currency” means Dollars;

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“Losses” has the meaning set forth in Section 7.07(a) (Indemnification; No Consequential Damages);

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

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“Net Debt to EBITDA Ratio” means, for the relevant Calculation Period, the ratio determined either on a Consolidated Basis or on both an unconsolidated basis and a Consolidated Basis, as applicable, in accordance with Section 5.01(m) (Affirmative Covenants), obtained by dividing:

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by:

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“Net Income” means for any period, the excess (if any) of gross income over total expenses (provided, that income taxes shall be treated as part of total expenses) during such period for any Person or specified group of Persons;

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“Net Interest” means, for any period, any interest accrued by the Borrower in connection with liabilities of such Borrower minus any interest received from assets belonging to the Borrower, in each case determined in accordance with the Accounting Standards;

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“Non-Recourse Pledges” means pledges of shares of an entity, which entity primarily engages in business ancillary to the business of the Borrower and which entity’s capital stock is owned by the Borrower in accordance with all applicable provisions of this Agreement, which pledges are without further recourse to the Borrower to guarantee debt incurred by such entity and are not otherwise guaranteed by the Borrower;

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“Obstructive Practice” has the meaning assigned to in Annex H;

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“Operations” means the operations, activities and facilities of any Person (including the design, construction, operation, maintenance, management and monitoring thereof, as applicable) in the Country;

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“Participant” means any Person who acquires a Participation;

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“Participation” means the interest of any Participant in the A Loan or the B Loan, or as the context requires, in the A Loan Disbursement or the B Loan Disbursement;

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“Participation Agreement” means an agreement between IFC and one or more Participant(s) pursuant to which each Participant acquires a Participation; provided, for the avoidance of doubt, that, (i) the Borrower shall not be considered a party to any Participation Agreement, (ii) the Borrower shall not deal with any Participant for purposes of this Agreement, (iii) no provision in this Agreement relating to Participants shall be interpreted as a transfer by IFC of any of its rights or obligations under this Agreement to a Participant, and (iv) no Participant shall be considered an intended third party beneficiary of this Agreement; provided further, that nothing in the foregoing proviso shall limit IFC’s right to transfer (at its own cost and expense) the Loan or any portion thereof and corresponding rights under this Agreement to any Person (including, for the avoidance of doubt, any Participant);

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“Performance Standards” means IFC’s Performance Standards on Environmental & Social Sustainability, dated January 1, 2012, a copy of which has been delivered to and receipt of which has been acknowledged by the Borrower;

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“Permitted Acquisition” means the acquisition by the Borrower or a Subsidiary of the Borrower of a Person or business (including by way of merger of such Person or business with and into the Borrower or a Subsidiary (so long as the Borrower or such Subsidiary is the surviving corporation)); provided, that (in each case) (i) the consideration paid or to be paid by the Borrower or such Subsidiary consists solely of cash, stock of the Borrower, the issuance or incurrence of Financial Debt otherwise permitted by the IFC Financing Documents and/or the assumption or acquisition of any Financial Debt (calculated at face value) of such acquired Person or business which is permitted to remain outstanding in accordance with the requirements of the IFC Financing Documents, or a combination thereof, (ii) the acquired Person or business is in a business permitted by the IFC Financing Documents, and (iii) all other requirements of Section 5.02(k)(vii) (Negative Covenants) are satisfied;

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“Permitted Holders” means any of the following Persons as long as they do not appear on any Sanctions Lists:

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“Permitted Leases” means leases incurred in the ordinary course of business operation;

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“Permitted Lien” has the meaning specified in Section 5.02(g) (Negative Covenants);

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“Permitted Refinancing Debt” means Financial Debt used exclusively to refinance, refund, renew or extend other Financial Debt, provided, that: (i) the principal amount of such Financial Debt is not increased; (ii) any Liens securing such Financial Debt are not extended to any additional property; (iii) such refinancing, refunding, renewal or extension does not result in a shortening of the average weighted maturity of the Financial Debt so refinanced, refunded, renewed or extended; and (iv) the terms of any such refinancing, refunding, renewal or extension are no less favorable to the Borrower than (A) the Financial Debt being refinanced, refunded, renewed or extended or (B) the terms generally available in the market for an arm’s length transaction in respect of Financial Debt containing the terms of such Permitted Refinancing Debt;

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“Person” means any natural person, corporation, company, partnership, firm, voluntary association, joint venture, trust, unincorporated organization, Authority or any other entity whether acting in an individual, fiduciary or other capacity;

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“Peso” means the lawful currency of the Republic of Argentina;

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“Politically Exposed Person” means a natural person who is entrusted with prominent public or political functions, such as heads of state or government and senior government officials;

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“Potential Event of Default” means any event or circumstance which would, with notice, lapse of time, the making of a determination or any combination thereof, become an Event of Default;

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“Privileged Relatives” means, in relation to an individual, his or her spouse and any relative of such individual with a common ancestor up to the fourth degree (including adopted children who have been adopted during their minority and step-children who have acquired that relationship with such individual or with any such relative during their minority) and any spouse of any such relative;

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“Pro Forma Basis” means, in connection with any calculation of compliance with any financial covenant or financial term, the calculation thereof after giving effect on a pro forma basis to (x) the

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incurrence of any Financial Debt, (y) the permanent repayment of any Financial Debt after the first day of the relevant Calculation Period, and (z) any Permitted Acquisition, the making of a Restricted Payment or any other transaction subject to pro forma financial covenant compliance hereunder consummated during the relevant Calculation Period, with the following rules to apply in connection therewith:

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“Proceeding” has the meaning set forth in Section 7.07(a)(iv) (Indemnification; No Consequential Damages);

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“Prohibited Activities” means the activities specified in Annex J;

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“Relevant Change” has the meaning set forth in Section 2.16 (Illegality);

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“Relevant Spread” means (i) with respect to the A Loan, 6.50% per annum and (ii) with respect to the B Loan, 6.50% per annum;

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“Restricted Payment” means, with respect to any Person, the (i) declaration or payment of a dividend, distribution or return of any equity capital to its stockholders, partners or members or authorization or making of any other distribution, payment or delivery of property (other than common stock of such Person) or cash to its stockholders, partners or members in their capacity as such, or (ii) redemption, retirement, purchase or other acquisition of, or permitting of any Subsidiary to redeem, retire, purchase or otherwise acquire, directly or indirectly, any shares of any class of its capital stock outstanding on or after the date of this Agreement (or any options or warrants issued by such Person with respect to its capital stock), or setting aside of any funds for any of the foregoing purposes, or (iii) making of any payment of any kind on or in respect of subordinated Financial Debt held by any Affiliate of such Person. Without limiting the foregoing, “Restricted Payments” with respect to any Person shall also

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include all payments made or required to be made by such Person with respect to any stock appreciation rights, plans, equity incentive or achievement plans or any similar plans or setting aside of any funds for the foregoing purposes;

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“Revenues” means, for the relevant Calculation Period for any Person or specified group of Persons, the revenues of such Person or specified group of Persons determined on a Consolidated Basis for such period (or on both an unconsolidated basis and a Consolidated Basis if applicable under this Agreement) as stated in the relevant audited financial statements or unaudited financial statements, as the case may be;

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“Sanctionable Practice” means any Corrupt Practice, Fraudulent Practice, Coercive Practice, Collusive Practice, or Obstructive Practice, as those terms are defined herein and interpreted in accordance with the Anti-Corruption Guidelines attached to this Agreement as Annex H;

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“Sanctions Lists” means any of the following lists: (i) lists promulgated by the United Nations Security Council or its committees pursuant to resolutions issued under Chapter VII of the United Nations Charter, (ii) the World Bank Listing of Ineligible Firms (see ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇ or any successor website or location), (iii) the Specially Designated Nationals List published by the Office of Foreign Assets Control of the U.S. Department of the Treasury, or (iv) any other sanctions or debarment list published by the United Nations, the United States government or any agency thereof; without limiting the foregoing, for the purposes of this definition, a Person shall be considered included in a Sanctions List if such Person is: (A) engaging in any prohibited activities described in the resolutions issued under Chapter VII of the United Nations Charter by the United Nations Security Council or its committees, (B) convicted of criminal misconduct, or (C) a Politically Exposed Person;

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“SEC” means the United States Securities and Exchange Commission;

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“SOFR” means the secured overnight financing rate administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate);

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“SOFR Banking Day” means any day other than:

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“Subsidiary” means any Person (referred to as the “first person”) in respect of which another Person (referred to as the “second person”):

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“Taxes” means any present or future taxes, withholding obligations, duties and other charges of whatever nature levied by any Authority;

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“Term SOFR” means for any day such rate may be required for purposes of this Agreement, the forward-looking term rate based on SOFR for the relevant maturity as provided by the Term SOFR Administrator to, and published by, authorized distributors of Term SOFR at 6:00 a.m., New York time (or any amended publication time for Term SOFR, as specified by the Term SOFR Administrator in the CME Term SOFR benchmark methodology); provided, however, that if that rate is subsequently corrected and provided by the Term SOFR Administrator to, and published by, authorized distributors of Term SOFR within the longer of one hour of the time when such rate is first published by authorized distributors of Term SOFR and the republication cut-off time for Term SOFR, if any, as specified by the Term SOFR Administrator in the Term SOFR benchmark methodology then that rate will be subject to those corrections; and provided further that if such rate is less than zero, Term SOFR shall be deemed to be zero;

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“Term SOFR Administrator” means the CME Group Benchmark Administration Limited (CBA) (or a successor administrator);

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“Term SOFR Index Cessation Effective Date” means, in respect of Term SOFR and a Term SOFR Index Cessation Event, the first date on which Term SOFR would ordinarily have been provided and is no longer provided;

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“Term SOFR Index Cessation Event” means in respect of Term SOFR:

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“Term SOFR Recommended Fallback Rate” means the rate (inclusive of any spreads or adjustments) recommended as the replacement for Term SOFR by:

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Reserve Bank of New York or the supervisor for the Term SOFR Administrator for the purpose of recommending a replacement for Term SOFR (which rate may be produced by the Term SOFR Administrator or another administrator) and as provided by the administrator of that rate (or a successor administrator) or, if that rate is not provided by the administrator thereof (or a successor administrator), published by an authorized distributor;

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“Term SOFR Recommended Fallback Rate Index Cessation Effective Date” means, in respect of the Term SOFR Recommended Fallback Rate and a Term SOFR Recommended Fallback Rate Index Cessation Event, the first date on which the Term SOFR Recommended Fallback Rate would ordinarily have been provided and is no longer provided;

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“Term SOFR Recommended Fallback Rate Index Cessation Event” means in respect of Term SOFR Recommended Fallback Rate:

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“Transaction” has the meaning set forth in the recitals;

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“U.S. Government Obligations” means (i) direct obligations issued by the United States of America and (ii) obligations fully guaranteed by the full faith and credit of the United States of America or any agency thereof;

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“World Bank” means the International Bank for Reconstruction and Development, an international organization established by Articles of Agreement among its member countries; and

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“World Bank Listing of Ineligible Firms” means the list, as updated from time to time, of persons or entities ineligible to be awarded a World Bank Group-financed contract or otherwise sanctioned by the World Bank Group sanctions board for the periods indicated on the list because they were found to have violated the fraud and corruption provisions of the World Bank Group anticorruption guidelines and policies (the list may be found at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇ or any successor website or location).

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Section 1.02. Financial Calculations. (a) All financial calculations to be made under, or for the purposes of, this Agreement and any other IFC Financing Document shall be made in accordance with the

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Accounting Standards and, except as otherwise required in this Agreement or to conform to any provision of this Agreement, shall be calculated from the then most recently issued quarterly financial statements which the Borrower is obligated to furnish to IFC under Section 5.03(a) (Reporting Requirements).

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(b)If a financial calculation is to be made based on information from the last quarter of any given Financial Year, then IFC shall base those calculations instead on the audited financial statements for such Financial Year.

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(c)If a financial calculation is to be made under or for the purposes of this Agreement or any other IFC Financing 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.

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Section 1.03. Interpretation. In this Agreement, unless the context otherwise requires:

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(a)headings are for convenience only and do not affect the interpretation of this Agreement;

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(b)words importing the singular include the plural and vice versa;

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(c)a reference to an Annex, Article, party, Schedule or Section is a reference to that Article or Section of, or that Annex, party or Schedule to, this Agreement;

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(d)a reference to a document includes an amendment or supplement to, or replacement or novation of, that document but disregarding any amendment, supplement, replacement or novation made in breach of this Agreement; and

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(e)a reference to a party to any document includes that party’s successors and permitted

assigns.

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Section 1.04. Business Day Adjustment. (a) When an Interest Payment Date is not a Buenos Aires Business Day or a Business Day, then such Interest Payment Date shall be automatically changed to the next date that is a Buenos Aires Business Day and a Business Day, as applicable, in that calendar month (if there is one) or the preceding date that is a Buenos Aires Business Day and a Business Day, as applicable, (if there is not).

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(b)     When the day on or by which a payment (other than a payment of principal or interest) is due to be made is not a Buenos Aires Business Day or not a Business Day, that payment shall be made on or by the next Buenos Aires Business Day or the next Business Day, as applicable, in that calendar month (if there is one) or the preceding Buenos Aires Business Day or the preceding Business Day, as applicable, (if there is not).

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ARTICLE II

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The Loan

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Section 2.01. The Loan. Subject to the provisions of this Agreement, IFC agrees to lend, and the Borrower agrees to borrow, the Loan consisting of:

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(a)the A Loan, being fifty million Dollars ($50,000,000); and

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(b)the B Loan, being one hundred thirty-four million five hundred thousand Dollars ($134,500,000).

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Section 2.02. Disbursement Procedure. (a) The Borrower may request Disbursements by delivering to IFC, at least 10 Business Days prior to the proposed date of disbursement, a request for disbursement substantially in the form of Schedule 2.

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(b)Each Disbursement shall be made by IFC to the Borrower’s account at Citibank N.A., New York Branch, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, SWIFT: ▇▇▇▇▇▇▇▇, ABA: ▇▇▇▇-▇▇▇▇-▇, Account No.: ▇▇▇▇▇▇▇▇, Account Name: Telecom Argentina S.A. – General Hornos 690 – City of Buenos Aires – Argentina, or at another bank in New York, New York acceptable to IFC, for further credit to: (A) the Borrower’s account in the Country at an Argentine Financial Entity, or (B) any other place reasonably acceptable to IFC, all as specified by the Borrower in the relevant request for disbursement.

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(c)Each Disbursement shall be made in the full aggregate amount of the A Loan and the B Loan, respectively.

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(d)The Borrower shall deliver to IFC:

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(e)Notwithstanding anything to the contrary in this Agreement, the Borrower may request, in the relevant Disbursement request, that IFC deduct the fees which Section 2.07 (Fees) requires to be paid on or before the date of such Disbursement.

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Section 2.03. Interest. Subject to the provisions of Section 2.04 (Default Rate Interest), the Borrower shall pay interest on the Loan in accordance with this Section 2.03:

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(a)During each Interest Period, the Loan shall bear interest at the applicable Interest Rate for that Interest Period.

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(b)Interest on each of the A Loan and the B Loan shall accrue from day to day, be prorated on the basis of a 360-day year for the actual number of days in the relevant Interest Period and be payable in arrears on the Interest Payment Date immediately following the end of that Interest Period; provided, that with respect to any Disbursement made less than 15 days before an Interest Payment Date, interest on that Disbursement shall be payable commencing on the second Interest Payment Date following the date of that Disbursement.

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(c)The A Loan Interest Rate and the B Loan Interest Rate for any Interest Period shall be the rate which is the sum of:

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then the rate for an Interest Determination Date occurring on or after the Term SOFR Index Cessation Effective Date or after the Term SOFR Recommended Fallback Rate Index Cessation Effective Date (as applicable) will be such rate as IFC may determine to be an appropriate successor or replacement for Term SOFR based on derivatives market practices then in effect or such other commercially reasonable alternative for Term SOFR as may be selected by IFC in its sole discretion as an appropriate benchmark for financing under this Agreement.

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(e)On each Interest Determination Date for any Interest Period, IFC shall determine the A Loan Interest Rate and the B Loan Interest Rate applicable to that Interest Period and promptly notify the Borrower of that rate.

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(f)The determination by IFC, from time to time, of the applicable Interest Rate shall be final and conclusive and bind the Borrower (unless the Borrower shows to IFC’s reasonable satisfaction that the determination involves manifest error).

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Section 2.04. Default Rate Interest. (a) Without limiting the remedies available to IFC under this Agreement or otherwise (and to the maximum extent permitted by applicable law), if the Borrower fails to make any payment of principal or interest (including interest payable pursuant to this Section 2.04 that has become due) or any other payment provided for in Section 2.07 (Fees) when due as specified in this Agreement (whether at stated maturity or upon acceleration), the Borrower shall pay interest on the amount of that payment due and unpaid at the rate which shall be the sum of 2% per annum and the A Loan Interest Rate (with respect to amounts relating to the A Loan) or 2% per annum and the B Loan Interest Rate (with respect to amounts relating to the B Loan), as applicable; provided, however, that in the case of any default with respect to amounts provided for in Section 2.07 (Fees), the Borrower shall pay interest on any such amount that is due and unpaid at the rate which shall be the sum of: (i) the Relevant Spread; (ii) 2% per annum; and (iii) Term SOFR for the date that is two SOFR Banking Days prior to the commencement of the Interest Period in which such default occurs and reset on the second SOFR Banking Day preceding each succeeding Interest Period during which such amount remains unpaid; and provided, further, that if default in the payment of any such amount occurs prior to the first Interest Payment Date under this Agreement (whether or not a disbursement has occurred), the applicable Term SOFR rate used to calculate default interest during the period in which such amount remains unpaid extending up to but excluding such first Interest Payment Date shall be Term SOFR for the date that is two SOFR Banking Days prior to the date of this Agreement.

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(b)     Interest at the rate referred to in Section 2.04(a) shall accrue from the date on which payment of the relevant overdue amount became due until the date of actual payment of that amount (as well after as before judgment), and shall be payable on demand or, if not demanded, on each Interest Payment Date falling after any such overdue amount became due.

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Section 2.05. Repayment. (a) Subject to Section 1.04 (Business Day Adjustment), the Borrower shall repay the A Loan on the following Interest Payment Dates and in the following percentages:

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​

(b)Subject to Section 1.04 (Business Day Adjustment), the Borrower shall repay the B Loan on the following Interest Payment Dates and in the following percentages:

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(c)Any principal amount of the Loan repaid under this Agreement may not be re-borrowed.

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Section 2.06. Prepayment. Without prejudice to Sections 2.03 (Interest), 2.06(c), Section 2.14 (Taxes) and Section 2.16 (Illegality):

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(a)The Borrower may prepay at any time all or any part of the Loan but only if:

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(b)On the date of any prepayment of the Loan in accordance with Section 2.06(a), the Borrower shall pay a prepayment premium consisting of an amount in the Loan Currency equal to the relevant percentage of the amount to be prepaid, such percentage being (i) 2%, if such prepayment occurs on or before the first anniversary of the first Disbursement, (ii) 1.5%, if such prepayment occurs after the first anniversary of the first Disbursement and on or before the third anniversary of the first Disbursement, and (iii) 1.0%, if prepayment occurs after the third anniversary of the first Disbursement. The determination by IFC of the prepayment premium shall be final and conclusive and bind the Borrower (unless the Borrower shows, to the reasonable satisfaction of IFC, that such determination involved manifest error).

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(c)Unless otherwise agreed in writing by IFC, the Borrower shall prepay the Loan as provided in this subsection:

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the Borrower shall prepay the outstanding principal amount of the Loan.

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(d)Amounts of principal prepaid under this Section 2.06 shall:

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(e)Upon delivery of an initial and supplemental prepayment notice in accordance with Section 2.06(a), the Borrower shall make the prepayment in accordance with the terms of such notices.

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(f)Any principal amount of the Loan prepaid under this Agreement may not be re-borrowed.

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Section 2.07. Fees. (a) The Borrower shall pay to IFC a commitment fee:

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(b)The Borrower shall also pay to IFC:

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Notwithstanding anything to the contrary in this Agreement, the Borrower may request, in the relevant Disbursement request, that IFC deduct the fees owed by the Borrower under this Section 2.07 from the relevant Disbursement.

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Section 2.08. Currency and Place of Payments. (a) The Borrower shall make all payments of principal, interest, fees, and any other amount due to IFC under this Agreement in the Loan Currency, in same day funds, to the account of IFC at Northern Trust International Banking Corporation, New York, New York, U.S.A., ABA#▇▇▇▇▇▇▇▇▇, for credit to IFC’s account number 10215220300, or at such other bank or account in New York as IFC from time to time designates. Payments must be received in IFC’s designated account no later than 1:00 p.m. New York time; and the Borrower hereby irrevocably agrees that IFC may deem any payment, or part thereof, relating to the B Loan that is received after that time as made on the next Business Day and accordingly, if such payment is received later than 1:00 p.m. New York time, interest will accrue on any Participant’s pro rata share of that payment with respect to which IFC is unable to make same day remittance to that Participant due to the failure of the Borrower to make the payment no later than 1:00 p.m. New York time. The Borrower hereby expressly, unconditionally and

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irrevocably waives any right it may have in any jurisdiction (including without limitation any right under Section 765 of the Argentine Civil and Commercial Code (if applicable)) to pay any amount under the IFC Financing Documents in a currency other than the Loan Currency.

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(b)The tender or payment of any amount payable under this Agreement (whether or not by recovery under a judgment) in any currency other than the Loan Currency shall not novate, discharge or satisfy the obligation of the Borrower to pay in the Loan Currency all amounts payable under this Agreement except to the extent that (and as of the date when) IFC actually receives funds in the Loan Currency in the account specified in, or pursuant to, Section 2.08(a).

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(c)The Borrower shall indemnify IFC against any losses resulting from a payment being received or an order or judgment being given under this Agreement in any currency other than the Loan Currency or any place other than the account specified in, or pursuant to, Section 2.08(a). The Borrower shall, as a separate obligation, pay such additional amount as is necessary to enable IFC to receive, after conversion to the Loan Currency at a market rate and transfer to that account, the full amount due to IFC under this Agreement in the Loan Currency and in the account specified in, or pursuant to, Section 2.08(a).

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(d)Notwithstanding the provisions of Section 2.08(a) and Section 2.08(b), IFC may require the Borrower to pay (or reimburse IFC) for any Taxes, fees, costs, expenses and other amounts payable under Section 2.14(a) (Taxes) and Section 2.15 (Expenses) in the currency in which they are payable, if other than the Loan Currency.

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(e)The Borrower hereby expressly, unconditionally and irrevocably waives the right to invoke any defense in relation to its obligations of paying any amounts due under the IFC Financing Documents, including, without limitation, defenses of impossibility, impracticability or frustration of purpose set forth in Section 1091 of the Argentine Civil and Commercial Code, force majeure or act of God set forth in Sections 955, 1031, 1032 or 1730 of the Argentine Civil and Commercial Code, impossibility to comply with the obligations set forth in Section 1732 of the Argentine Civil and Commercial Code, or “onerosidad sobreviniente”, “lesión enorme” or “abuso del derecho” set forth in Section 10 of the Argentine Civil and Commercial Code.

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Section 2.09. Allocation of Partial Payments. If at any time IFC receives less than the full amount then due and payable to it under this Agreement, IFC may allocate and apply the amount received in any way or manner and for such purpose or purposes under this Agreement as IFC in its sole discretion determines, notwithstanding any instruction that the Borrower may give to the contrary.

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Section 2.10. Increased Costs. On each Interest Payment Date, the Borrower shall pay, in addition to interest, the amount which IFC from time to time notifies to the Borrower in an Increased Costs Certificate as being the aggregate Increased Costs of IFC and each Participant accrued and unpaid prior to that Interest Payment Date.

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Section 2.11. Unwinding Costs. (a) If IFC or any Participant incurs any cost, expense or loss as a result of the Borrower:

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then the Borrower shall immediately pay to IFC the amount that IFC from time to time notifies to the Borrower in writing as being the amount of those costs, expenses and losses incurred, which shall be binding (unless the Borrower shows to IFC’s reasonable satisfaction that the determination involves manifest error).

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(b)For the purposes of this Section 2.11, “costs, expenses or losses” include any premium, penalty or expense incurred to liquidate or obtain third party deposits, borrowings, ▇▇▇▇▇▇ or swaps in order to make, maintain, fund or hedge all or any part of any Disbursement or prepayment of the Loan, or any payment of all or part of the Loan upon acceleration (but, in each case, excluding lost profits); provided, that all ▇▇▇▇▇▇ and swaps referred to in this Section 2.11(b) shall be limited to ▇▇▇▇▇▇ and swaps entered into in connection with the SOFR-based funding contemplated hereby.

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Section 2.12. Suspension or Cancellation by IFC. (a) IFC may, by notice to the Borrower, suspend the right of the Borrower to Disbursements or cancel the undisbursed portion of the Loan in whole or in part:

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(b)Upon the giving of any such notice, the right of the Borrower to any further Disbursement shall be suspended or cancelled, as the case may be. The exercise by IFC of its right of suspension shall not preclude IFC from exercising its right of cancellation, either for the same or any other reason specified in Section 2.12(a) and shall not limit any other provision of this Agreement. Upon any cancellation the Borrower shall, subject to paragraph (c) of this Section 2.12, pay to IFC all fees and other amounts accrued (whether or not then due and payable) under this Agreement up to the date of that cancellation. A suspension shall not limit any other provision of this Agreement.

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(c)In the case of partial cancellation of an undisbursed Loan pursuant to paragraph (a) of this Section 2.12, or Section 2.13(a) (Cancellation by the Borrower), interest on the amount then outstanding of the disbursed Loan remains payable as provided in Section 2.03 (Interest).

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Section 2.13. Cancellation by the Borrower. (a) The Borrower may, by notice to IFC, irrevocably request IFC to cancel the undisbursed portion of the Loan on the date specified in that notice (which shall be a date not earlier than 30 days after the date of that notice).

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(b)IFC shall, by notice to the Borrower, cancel the undisbursed portion of the Loan effective as of that specified date if, subject to Section 2.12(c) (Suspension or Cancellation by IFC), IFC has

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received all fees and other amounts accrued (whether or not then due and payable) under this Agreement up to such specified date.

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(c)Any portion of the Loan that is cancelled under this Section 2.13 may not be reinstated or disbursed.

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Section 2.14.   Taxes.   (a) The Borrower shall pay or cause to be paid all Taxes (other than taxes, if any, payable on the overall income of IFC) on or in connection with the payment of any and all amounts due under this Agreement that are now or in the future levied or imposed by any Authority of the Country or by any organization of which the Country is a member or any jurisdiction through or out of which a payment is made.

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(b)All payments of principal, interest, fees and other amounts due under this Agreement shall be made without deduction for or on account of any Taxes levied or imposed by any Authority of the Country or any jurisdiction through or out of which a payment is made by the Borrower.

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(c)If the Borrower is prevented by operation of law or otherwise from making or causing to be made those payments without deduction, the principal or (as the case may be) interest, fees or other amounts due under this Agreement shall be increased to such amount as may be necessary so that IFC receives the full amount it would have received (taking into account any Taxes payable on amounts payable by the Borrower under this subsection) had those payments been made without that deduction.

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(d)If Section 2.14(c) applies and IFC so requests, the Borrower shall deliver to IFC official tax receipts evidencing payment (or certified copies of them) within 30 days of the date of that request.

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(e)If the Borrower is required to (i) pay any additional amounts pursuant to Section 2.14(c) on account of any present or future Taxes imposed by any Authority of the Country or any jurisdiction through or out of which a payment is made in connection with the Loan or (ii) pay any amounts pursuant to Section 2.10 (Increased Costs), and in each case such obligation cannot be avoided by the Borrower, acting reasonably, the Borrower may prepay that part of the Loan with respect to which the Taxes or Increased Costs are being incurred. Such prepayment shall be made in accordance with Section 2.06 (Prepayment), except that the prepayment premium specified in Section 2.06(b) shall not apply.

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Section 2.15. Expenses. (a) The Borrower shall pay or, as the case may be, reimburse IFC or its assignees any amount paid by them on account of, all taxes, duties, fees or other charges payable on or in connection with the execution, issue, delivery, registration or notarization of the IFC Financing Documents and any other documents related to this Agreement or any other IFC Financing Document.

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(b)The Borrower shall pay to IFC or as IFC may direct:

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provided, that in the case of (A), (B) and (C) above, the aggregate amount of such fees and expenses incurred up to the date of this Agreement shall not exceed $200,000;

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Section 2.16. Illegality. If, after the date of this Agreement, any change made in any applicable law or regulation or official directive (or its interpretation or application by any Authority charged with its administration) (herein the “Relevant Change”) makes it unlawful for any Participant to continue to maintain or to fund its Participation:

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(a)the Borrower shall, upon request by IFC (but subject to any applicable Authorization having been obtained), on the earlier of (A) the next Interest Payment Date and (B) the date that IFC advises the Borrower is the latest day permitted by the Relevant Change, prepay in full that part of the A Loan or the B Loan, as applicable, that IFC advises corresponds to that Participation; provided, that the prepayment premium specified in Section 2.06(b) (Prepayment) shall not apply;

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(b)concurrently with the prepayment of the part of the A Loan or the B Loan, as applicable, corresponding to the Participation affected by the Relevant Change, the Borrower shall pay all accrued interest, Increased Costs (if any) on that part of the A Loan or the B Loan, as applicable, (and, if that prepayment is not made on an Interest Payment Date, any amount payable in respect of the prepayment under Section 2.11 (Unwinding Costs));

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(c)the Borrower agrees to take all reasonable steps to obtain, as quickly as possible after receipt of IFC’s request for prepayment, the Authorization referred to in Section 2.16(a) if any such Authorization is then required; provided, that IFC agrees to take all reasonable steps to the extent permitted under applicable law to permit the Borrower to make any prepayment required under this Section 2.16 on an Interest Payment Date; and

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(d)the Borrower shall have no further right to disbursement of the undisbursed portion of the A Loan or the B Loan, as applicable, corresponding to that Participation after it has received IFC’s request for prepayment under this Section 2.16.

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ARTICLE III

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Representations and Warranties

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Section 3.01. Representations and Warranties. The Borrower represents and warrants that:

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(a)Organization and Authority. Each of the Borrower and each of its Subsidiaries is a company duly incorporated and validly existing under the laws of the jurisdiction of its organization and has the corporate power – and has obtained all required material Authorizations – to own its assets, conduct its business as presently conducted and to enter into, and comply with its obligations under, the IFC Financing Documents to which it is a party or will, in the case of any IFC Financing Document not executed as at the date of this Agreement, when that IFC Financing Document is executed, have the corporate power to enter into, and comply with its obligations under, that IFC Financing Document (notwithstanding the Borrower’s compliance with the periodic information regime pursuant to Communication “A” 6401 of the Argentine Central Bank, as amended and supplemented from time to time);

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(b)Validity. Each IFC Financing Document to which the Borrower or any Subsidiary is a party has been, or will be, duly authorized and executed by such Person and constitutes, or will, when executed constitute, a valid and legally binding obligation of such Person, enforceable in accordance with its terms, and none of the agreements listed in Section 4.01(a) (Conditions of Disbursement) has been, or will be, amended or modified except as permitted under this Agreement;

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(c)No Conflict. Neither the making of any IFC Financing Document to which the Borrower or any Subsidiary is a party nor (when all the Authorizations referred to in Section 4.01(c) (Conditions of Disbursement) have been obtained) the compliance with its terms will conflict with or result in a breach of any of the material terms, conditions or provisions of, or constitute a default or require any consent under, any material indenture, mortgage, agreement or other instrument or arrangement to which such Person is a party or by which it is bound, or violate any of the material terms or provisions of such Person’s Charter or any Authorization, judgment, decree or order or any statute, rule or regulation applicable to such Person;

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(d)Status of Authorizations. To the best of the Borrower’s knowledge after due inquiry:

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licenses to provide its cellular mobile telephony services and to operate the broadband and Community Antenna Television (CATV) and each of those Authorizations (1) has been obtained and is in full force and effect, (2) is lawfully held by the Borrower (for the avoidance of doubt, none of the Authorizations in Part II of Annex B is held by a Subsidiary of the Borrower, except as specified therein), and (3) is free from any encumbrance or restriction (other than restrictions imposed by the Authorization itself or the relevant Authority); and

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(e)No Amendments to Charter. The Charter of the Borrower or any Subsidiary has not been amended since May 10, 2021;

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(f)No Immunity. Neither the Borrower nor any of its Subsidiaries nor any of their respective property enjoys any right of immunity from set-off, suit or execution with respect to their respective assets or their respective obligations under any IFC Financing Document; provided, however, that, pursuant to Section 243 of the Argentine Civil and Commercial Code, if there are any rights of any creditor of the Borrower or its Subsidiaries with respect to those assets of the Borrower or its Subsidiaries which are deemed to be directly assigned to the rendering of a public service, such rights may not in any manner jeopardize the rendering of a public service, if any, by the Borrower or its Subsidiaries;

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(g)Disclosure.   All information provided to IFC relating to the Borrower, its Subsidiaries, the Transaction, the Transaction Documents (and the transactions contemplated thereby), and the Loan, whether provided orally or in written form, was and continues to be true and accurate (other than for projections and other forward-looking statements contained in such information which the Borrower believes to be reasonable) and does not contain any information which is misleading in any material respect nor does it omit any information the omission of which makes the information contained in it misleading in any material respect;

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(h)Financial Condition. Since December 31, 2021, neither the Borrower nor any of its Subsidiaries:

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(i)Financial Statements. The Consolidated and unconsolidated financial statements of the Borrower and its Subsidiaries for the period ending on December 31, 2021:

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the date as of which they were prepared and the results of the operations of the Borrower and its Subsidiaries during the period then ended in all material respects; and

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(j)Employee Benefit Plans.   Each of the Borrower and its Subsidiaries is in compliance in all material respects with its respective obligations relating to all employee benefit plans established, maintained or contributed to by it and does not have outstanding any material liabilities with respect to any such employee benefit plans;

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(k)Title to Assets and Permitted Liens. (i) each of the Borrower and its Subsidiaries has good and marketable title to all of the assets purported to be owned by it (except such minor defects that are not reasonably expected to have a Material Adverse Effect) and possesses a valid leasehold interest in all assets which it purports to lease, in all cases free and clear of all Liens, other than Permitted Liens, and no contracts or arrangements, conditional or unconditional, exist for the creation by the Borrower or any of its Subsidiaries of any Lien, and (ii) Annex C sets forth each Investment of the Borrower and its Subsidiaries in excess of $20,000,000 that exists as of January 31, 2022;

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(l)Financial Debt. Annex D sets forth all Financial Debt of the Borrower and its Subsidiaries, as of January 31, 2022, in excess of $10,000,000, and there exists no outstanding default thereunder;

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(m)Taxes. All tax returns and reports of the Borrower and its Subsidiaries that are, to the knowledge of the Borrower, required by law to be filed have been duly filed and all Taxes, obligations, fees and other governmental charges upon the Borrower or any of its Subsidiaries, or their respective properties, income or assets, which, to the knowledge of the Borrower, are due and payable or to be withheld, have been paid or withheld, other than those presently payable without penalty or interest or that are being contested in good faith by appropriate proceedings, and in each case in respect of which proper reserves have been recorded in accordance with the Accounting Standards;

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(n)Litigation. Neither the Borrower nor any of its Subsidiaries is engaged in nor, to the best of its knowledge, after due inquiry, threatened by, any litigation, arbitration or administrative proceedings, the outcome of which, if adversely determined, could reasonably be expected to have a Material Adverse Effect;

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(o)Compliance with Law.

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(p)Environmental Matters.

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(q)Labor Matters. There are no ongoing or, to the best knowledge of the Borrower after due inquiry, threatened, strikes or material slowdowns or work stoppages by employees of the Borrower or any of its Subsidiaries;

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(r)Use of Proceeds. The proceeds of the Loan shall be utilized for the Transaction;

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(s)Subsidiaries. The entities listed on Annex E are the only Subsidiaries of the Borrower, and Annex E correctly sets forth, as of the date hereof, (i) the percentage ownership (direct and indirect) of the Borrower in each class of capital stock of each of its Subsidiaries, and the direct owner thereof and

(ii) the percentage ownership (direct and indirect) of each holder in each class of capital stock of the Borrower, and the direct owner thereof;

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(t)Sanctionable Practices. Neither the Borrower, nor any of its Subsidiaries, nor any of their respective Affiliates, nor any Person acting on its or any of their behalf, has committed or engaged in, with respect to any of their respective Operations or any transaction contemplated by this Agreement, any Sanctionable Practice;

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(u)UN Security Council Resolutions. The Borrower has neither entered into any transaction nor engaged in any activity prohibited by any resolution of the United Nations Security Council under Chapter VII of the United Nations Charter;

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(v)Legal Form. This Agreement is in proper legal form for its enforcement against the Borrower under the laws of the Country; provided, that such enforcement shall be subject to: (i) compliance with the requirements of Sections 517 and 519 of Law No. 17,454, as amended and supplemented (Argentine Civil and Commercial Procedures Code) relating to the execution of foreign judgments; (ii) limitations arising from bankruptcy, insolvency, reorganization (including quiebra, concurso preventivo and acuerdo preventivo extrajudicial), fraudulent conveyance, moratorium or similar laws relating to, or affecting,

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enforcement of creditors’ rights; (iii) general principles of law, including reasonableness, good faith, fair dealing and regular exercise of rights; (iv) pursuant to Laws No. 24,573 and 26,589, the regulatory Decree No. 1,467/2011 (as amended and supplemented) and other ancillary regulations (as amended and supplemented), certain mediation procedures must be exhausted prior to the initiation of lawsuits in the Country, with the exception, among others, of bankruptcy and summarized foreclosure proceedings (which include the enforcement of foreign judgments), in which cases mediation remains optional for the plaintiff; (v) the limitations to foreclosure of property which is determined by law or the courts of the Country for the validity and enforceability of each of the IFC Financing Documents (including any necessary registration, recording or filing with any court or other authority in the Country) have been accomplished, and no other Taxes are required to be paid to the Country, or to any of its political subdivisions (other than any applicable court tax (tasa de justicia), if necessary); and (vi) a translation by a public translator into the Spanish language of any document written in a different language shall be required, for the admissibility in evidence in court of the Country of any such document;

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(w)Permitted Holders. Schedule 11 includes all the information about beneficial ownership required to be disclosed to the relevant Authority in the Country pursuant to (i) Resolution No. 7/2015 of the Superintendence of Companies of the City of Buenos Aires (Inspección General de Justicia) (as amended and supplemented), (ii) the ownership reporting requirements of the Argentine Comisión Nacional de Valores and (iii) the annual report of corporate information set forth in the Title I of the General Resolution No. 4697/2020 of the Federal Administration of Public Revenues (AFIP) (as amended and supplemented);

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(x)Pari Passu Ranking. The Borrower’s payment obligations under the IFC Financing Documents rank at least pari passu in priority of payment with all its other unsecured and unsubordinated creditors, except for any obligations mandatorily preferred by the laws of the Country, as applicable to the Borrower; and

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(y)No Material Omissions. None of the representations and warranties in this Section 3.01 omits any matter the omission of which makes any of such representations and warranties misleading in any material respect; provided, that notwithstanding the foregoing, the Borrower shall not be deemed to make any representation or warranty except as expressly set forth in this Agreement.

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Section 3.02. IFC Reliance. The Borrower acknowledges that it makes the representations and warranties in Section 3.01 with the intention of inducing IFC to enter into this Agreement and the other IFC Financing Documents (and the Participants to enter into the Participation Agreement) and that IFC enters into this Agreement and the other IFC Financing Documents (and the Participants will enter into the Participation Agreement) on the basis of, and in full reliance on, each of such representations and warranties.

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ARTICLE IV

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Conditions of Disbursement

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Section 4.01. Conditions of Disbursement. The obligation of IFC to make the A Loan Disbursement and the B Loan Disbursement is subject to the fulfillment prior to or concurrently with the making of that Disbursement of the following conditions:

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(a)IFC Financing Documents. The IFC Financing Documents, each in form and substance satisfactory to IFC, have been issued or entered into by all parties to them, as applicable, and have

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become (or, as the case may be, remain) unconditional and fully effective in accordance with their respective terms (except for this Agreement having become unconditional and fully effective, if that is a condition of any of those agreements).

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(b)Certificate of Incumbency and Authority. IFC has received a Certificate of Incumbency and Authority from the Borrower, dated the date of the Disbursement, together with copies of the Charter, by-laws, resolutions and powers of attorney referred to in the Certificate of Incumbency and Authority, and all of the foregoing shall be in form and substance satisfactory to IFC;

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(c)Authorizations. The Borrower has obtained, and provided to IFC copies of, all the Authorizations specified in Annex B and any other Authorizations that are necessary for (i) the Loan; (ii) the carrying out of the business and Operations of the Borrower and its Subsidiaries; (iii) the due execution, delivery, validity and enforceability of, and performance by the Borrower of its respective obligations under, this Agreement and the other IFC Financing Documents, and any other documents necessary or desirable to the implementation of any of those agreements or documents; and (iv) the remittance to IFC or its assigns in Dollars of all monies payable with respect to the IFC Financing Documents;

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(d)Legal Opinions. IFC has received (i) a legal opinion from IFC’s counsel in the Country covering the matters listed in Schedule 4(A) and, if requested by IFC, concurred in by counsel for the Borrower in the Country; and (ii) a legal opinion from ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP covering the New York law matters set forth in Schedule 4(B);

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(e)Insurance. IFC has received copies of all insurance policies required to be obtained pursuant to Section 5.04 (Insurance) and Annex F prior to the date of the Disbursement, and a certification of the Borrower’s and its Subsidiaries’ insurers or insurance agents confirming that such policies are in full force and effect and all premiums then due and payable under those policies have been paid;

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(f)Legal Fees and Expenses. IFC has received the reimbursement of all invoiced fees and expenses of IFC’s counsel as provided in Section 2.15(b)(i) (Expenses) or confirmation that those fees and expenses have been paid directly to that counsel;

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(g)Authorization of Auditors. IFC has received a copy of the authorization to the Auditors referred to in Section 5.01(f) (Affirmative Covenants);

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(h)Solvency. IFC has received a solvency certificate in the form of Schedule 5 from the chief financial officer of the Borrower;

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(i)Appointment of Agent. The Borrower has delivered to IFC evidence, substantially in the form of Schedule 6, of appointment of an agent for service of process pursuant to Section 7.05 (Enforcement);

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(j)Participation Agreement. IFC has entered into a Participation Agreement with Participants for the acquisition by them of Participations in the B Loan in an aggregate amount equal to the full amount of the B Loan and the Participation Agreement is in full force and effect;

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(k)No Default. No Event of Default and no Potential Event of Default has occurred and is continuing;

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(l)Use of Proceeds. The proceeds of that Disbursement are, at the date of the relevant request, needed by the Borrower for the purposes described in Section 3.01(r) (Representations and Warranties), or will be needed for that purpose within 6 months of that date;

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(m)No Material Adverse Effect. Since the date of this Agreement nothing has occurred which has or could reasonably be expected to have a Material Adverse Effect;

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(n)No Material Loss or Liability. Since December 31, 2021 the Borrower and its Subsidiaries have not incurred any material loss or liability (except such liabilities as may be incurred in accordance with Section 5.02 (Negative Covenants));

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(o)Representations and Warranties. The representations and warranties made in Article III are true and correct in all material respects on and as of the date of that Disbursement with the same effect as if those representations and warranties had been made on and as of the date of that Disbursement (but in the case of Section 3.01(c) (Representations and Warranties), without the words in parentheses);

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(p)No Violations. After giving effect to that Disbursement, the Borrower and any of its Subsidiaries would not be in violation of:

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(q)Financial Ratios. Without limiting the generality of Section 4.01(p), after taking into account the amount of that Disbursement and any other Financial Debt incurred by the Borrower after the date of the latest financial statements of the Borrower delivered to IFC pursuant to Section 5.03(a) (Reporting Requirements), the Net Debt to EBITDA Ratio, calculated pursuant to Section 5.01(m) (Affirmative Covenants), would not exceed 2.5 and the Interest Coverage Ratio, calculated pursuant to Section 5.01(m), would not be less than 3.0; and

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(r)Fees.   IFC has received the fees which Section 2.07 (Fees) requires to be paid on or before the date of the A Loan Disbursement or the B Loan Disbursement, as applicable; and

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(s)Environmental Matters. (i) The Borrower has completed an E&SA in form and substance acceptable to IFC and (ii) the Borrower has implemented an E&S Management System acceptable to IFC.

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Section 4.02. Borrower’s Certification. The Borrower shall deliver to IFC, with respect to the request for Disbursement, certifications in the form included in Schedule 2, relating to the conditions specified in Section 4.01(k) through (q) (Conditions of Disbursement) inclusive expressed to be effective as of the date of that Disbursement.

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Section 4.03. B Loan Conditions. Notwithstanding any other provision of this Agreement, IFC is not obliged to make the B Loan Disbursement, except to the extent that the Participants provide funds for that B Loan Disbursement under their Participations.

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Section 4.04. Conditions for IFC Benefit. The conditions in Section 4.01 (Conditions of Disbursement) through Section 4.03 (B Loan Conditions) are for the benefit of IFC and may be waived only by IFC in its sole discretion.

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ARTICLE V

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Particular Covenants

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Section 5.01. Affirmative Covenants.   Unless IFC otherwise agrees in writing, the Borrower shall, and shall cause each of its Subsidiaries to:

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(a)Corporate Existence; Conduct of Business. Do all things necessary to maintain its existence and keep in full force and effect its material rights, franchises, licenses, permits, copyrights, trademarks and patents, comply with its charter, conduct its Operations with due diligence and in accordance with sound industry, financial and business practices (in all material respects); provided, that nothing in this clause (a) prevents the Borrower from discontinuing the use, operation or maintenance of any of such properties or disposing of any of them, if such discontinuance or disposal is, in the reasonable judgment of the Borrower and consistent with its past practices, desirable in the conduct of the business of the Borrower;

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(b)Use of Proceeds; Compliance with Law. Apply the proceeds of the Loan exclusively as set forth in Section 3.01(r) (Representations and Warranties), comply in all material respects (or, in the case of Applicable E&S Law, in all respects) with all applicable law, statutes, regulations and orders of, and all applicable restrictions imposed by, all Authorities in respect of its business and Operations and the ownership of its property (including applicable law, statutes, regulations, orders and restrictions relating to environmental standards and controls, such as any Applicable E&S Law);

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(c)Accounting and Financial Management. Maintain an accounting and control system, management information system and books of account and other records, which together adequately reflect truly and fairly (in all material respects) the financial condition of the Borrower and its Subsidiaries and the results of their respective operations in conformity with the Accounting Standards;

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(d)Taxes. Pay when due, all Taxes, assessments, levies or claims due and payable by it; provided, that neither the Borrower nor any of its Subsidiaries shall be required to pay any such Tax, assessment, levy, or claim which is being contested in good faith and by proper proceedings if it has maintained adequate reserves with respect thereto in accordance with, and to the extent required by, the Accounting Standards;

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(e)Auditors. Maintain at all times a firm of internationally recognized independent public accountants acceptable to IFC as auditors of the Borrower and its Subsidiaries; provided, that PricewaterhouseCoopers, Deloitte & Touche, KPMG and Ernst & Young shall be deemed acceptable to IFC;

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(f)Authorization to Auditors. Irrevocably authorize, in the form of Schedule 7, the Auditors (whose fees and expenses shall be for the account of the Borrower) to communicate directly with IFC at any time regarding the Borrower’s or any of its Subsidiary’s accounts and operations, and provide to IFC a copy of that authorization, and, no later than 30 days after any change in Auditors, issue a similar authorization to the new Auditors and provide a copy thereof to IFC; provided, that IFC shall notify the Borrower before communicating with the Auditors;

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(g)Access. Upon IFC’s request and with reasonable prior notice to the Borrower, permit representatives of IFC and the CAO, during normal office hours, to:

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provided, that (i) such access shall not include information that is or contains trade secrets or information that is protected by attorney-client privilege, (ii) no such reasonable prior notice shall be necessary if an Event of Default or Potential Event of Default is continuing or if special circumstances so require and (iii) in the case of the CAO, such access shall be for the purpose of carrying out the CAO’s role under the CAO Policy; provided, further, that in carrying out its work, the CAO may disclose information gathered during its activities, subject to the provisions of the CAO Policy;

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(h)Environmental & Social Requirements. Undertake its respective Operations in compliance with (i) all Applicable E&S Law, (ii) the Action Plan and (iii) the Performance Standards;

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(i)Annual Monitoring Report. (i) Annually review the form of the Annual Monitoring Report and, following such review, (ii) consult with IFC as to whether revision of the form is necessary or appropriate in light of changes to the Borrower’s or its Subsidiaries’ Operations, or in light of environmental or social risks identified by the Borrower’s E&S Management System and (iii) revise the form, if necessary or appropriate, as agreed with IFC;

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(j)E&S Management System. Ensure the continuing operation of the E&S Management System to assess and manage environmental and social performance of the Borrower’s and its Subsidiaries’ Operations in compliance with (i) all Applicable E&S Law, (ii) the Action Plan and (iii) the Performance Standards;

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(k)Authorizations. (i) Obtain and maintain in force (and where appropriate, renew in a timely manner) all material Authorizations, including without limitation the Authorizations specified in Annex B, which are necessary for carrying out of the business and Operations of the Borrower and its Subsidiaries generally, and for the Borrower to enter into and to comply with all its obligations under the IFC Financing Documents; and (ii) comply with all the conditions and restrictions contained in, or imposed on the Borrower or any of its Subsidiaries by, those Authorizations; provided, that nothing in this clause (k) shall prevent the Borrower from terminating or relinquishing any Authorization (or any portion thereof) if such Authorization (or such portion) is no long necessary, under applicable law, for the Operations of the Borrower;

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(l)Pension Plans. Comply with all material requirements relating to any pension or employee benefit plans;

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(m)Financial Ratios. Maintain at all times the following ratios:

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which shall be determined as follows: (A) only on a Consolidated Basis in respect to the Borrower and its Subsidiaries, so long as the Borrower’s Revenues and EBITDA, as shown in the latest unaudited financial statements of the Borrower, account for 80% or more of the consolidated Revenues and EBITDA of the Borrower and its Subsidiaries; and (B) both on an unconsolidated basis and on a Consolidated Basis for the Borrower and its Subsidiaries, in each case when the Borrower’s Revenues and/or EBITDA, as shown in the latest unaudited financial statements of the Borrower, account for less than 80% of the consolidated Revenues and/or EBITDA of the Borrower and its Subsidiaries;

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(n)Pari Passu Obligations. Take such action as may be necessary to ensure that, at all times, the obligations owing to IFC under the IFC Financing Documents are direct, general, unconditional and unsubordinated obligations of the Borrower that rank at least pari passu in priority of payment to all unsecured obligations of the Borrower, except for any obligations given mandatory priority by operation of applicable law; and

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(o)Foreign Exchange Regulations. Timely comply with all applicable Foreign Exchange Regulations and all conditions set forth therein that may be required in connection with making payments under the Loan through the Argentine foreign exchange market including, without limitation, (i) remitting to the Country the proceeds of the Loan and exchanging such proceeds for Pesos within the timeframes set forth in the Foreign Exchange Regulations, if applicable, and (ii) complying with the reporting requirements set forth Communication “A” 6401, as amended, of the Argentine Central Bank.

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Section 5.02. Negative Covenants. Unless IFC otherwise agrees in writing, the Borrower shall not, and shall cause each of its Subsidiaries not to:

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(a)Restricted Payments. Declare or pay any Restricted Payment, except that:

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Potential Event of Default or Event of Default shall have occurred or is continuing or would result therefrom and (B) the Borrower is in compliance with all financial covenants set forth in Section 5.01(m) (Affirmative Covenants) on a Pro Forma Basis;

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(b)Capital Expenditures. Incur expenditures or commitments for expenditures for fixed or other non-current assets, other than (i) those required or requested to be made by any Authority, and (ii) those incurred by the Borrower and its Subsidiaries if, after giving effect thereto, the Borrower is in compliance with all financial covenants set forth in Section 5.01(m) (Affirmative Covenants) on a Pro Forma Basis;

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(c)Permitted Financial Debt. Incur or assume any Financial Debt except:

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provided, that the amount of such short term unsecured Financial Debt denominated in Dollars in the aggregate outstanding at any time shall not exceed an amount equal to the greater of 10% of the total Financial Debt and $250,000,000; provided further, that the cap set forth in the preceding proviso shall not apply to any such short term unsecured Financial Debt that is incurred or assumed in Pesos (for the avoidance of doubt, compliance with the foregoing ratios calculated in accordance with 5.01(m) on a Pro Forma Basis shall apply with respect to all short term unsecured Financial Debt regardless that it is denominated in Dollars or Pesos);

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(d)Leases. Enter into any agreement or arrangement to lease any property or equipment of any kind (other than Financial Leases), except for (i) Permitted Leases and (ii) leases with respect to which the aggregate lease payments do not exceed the equivalent of $40,000,000 in any Financial Year,

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in each case, as long as the Borrower remains in compliance with all financial covenants set forth in Section 5.01(m) (Affirmative Covenants) on a Pro Forma Basis;

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(e)Hedging Contracts. Enter into any Hedging Contract or assume the obligations of any party to any Hedging Contract, except for interest rate protection agreements and currency protection agreements incurred for non-speculative purposes on commercially reasonable terms;

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(f)Guarantees and Other Obligations. Enter into any agreement or arrangement to guarantee or, in any way or under any condition, assume or become obligated for all or any part of any financial or other obligation of another Person, except:

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provided, that after giving effect to the incurrence of any such obligations pursuant to items (i) and (ii), the Borrower and its Subsidiaries, are in compliance with the following ratios calculated in accordance with Section 5.01(m) (Affirmative Covenants) on a Pro Forma Basis:

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(g)Permitted Liens. Create or permit to exist any Lien on any property, any revenues or other assets, present or future, of the Borrower or any of its Subsidiaries, except for the following (collectively, “Permitted Liens”):

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interfere with the implementation of the Transaction or the carrying on of the business or Operations of the Borrower or any of its Subsidiaries;

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aggregate amount of all Liens permitted pursuant to this paragraph (ix) shall not exceed at any time 10% of the Borrower’s total unconsolidated Financial Debt; and

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(h)Arm’s Length Transactions. Enter into any transaction with the Borrower’s Affiliates except for (i) transactions in the ordinary course of business on the basis of arm’s length arrangements (including, without limitation, transactions whereby the Borrower or a Subsidiary might pay more than the ordinary commercial price for any purchase or might receive less than the full ex-works commercial price (subject to normal trade discounts) for its products), (ii) transactions in existence as of the date of this Agreement that are included in the financial statements of the Borrower for the period ending on December 31, 2021 and in Annex I for any transaction subsequent to such date, and (iii) transactions permitted under Sections 5.02(k)(iv) or (k)(v) or otherwise permitted under this Agreement;

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(i)Profit Sharing Arrangements. Enter into any partnership, profit-sharing or royalty agreement or other similar arrangement whereby the Borrower’s income or profits are, or might be, shared with any other Person, except for customary and standard industry agreements as are reasonable and prudent and provided that they are entered into on an arm’s length basis and in the ordinary course of business;

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(j)Management Contracts. Enter into any management contract or similar arrangement whereby its business or operations are managed by any other Person, except for such arrangements with third parties in the ordinary course of business on an arm’s length basis;

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(k)Permitted Investments. Make or permit to exist loans or advances to, or deposits (except commercial bank deposits in cash in the ordinary course of business) with, other Persons or investments in any Person or enterprise (each of the foregoing are an “Investment” and, collectively, “Investments”) other than the following:

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(l)Fundamental Changes. Change (i) its Charter in any manner which would be inconsistent with the provisions of any IFC Financing Document; or (ii) change its Financial Year;

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(m)Nature of Business. Engage directly or indirectly in any business other than the businesses engaged in by the Borrower and its Subsidiaries as of the date hereof and reasonable extensions thereof and businesses ancillary or complementary thereto (including, without limitation, information technology services, distribution of content, mobile wallet and other mobile or fixed services or developments and other services and business permitted under the applicable licenses and regulations);

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(n)Asset Sales.   Sell, transfer, lease (including a sale-leaseback) or otherwise dispose of all or any material part of its property or assets (other than sales of inventory in the ordinary course of business), whether in a single transaction or in a series of transactions, related or otherwise, voluntarily or involuntarily, except that:

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(o)Use of Proceeds. Use the proceeds of that Disbursement in the territories of any country that is not a member of the World Bank or for reimbursements of expenditures in those territories or for goods produced in or services supplied from any such country;

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(p)Distributions from Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary of the Borrower to (i) pay dividends or make any other distributions on its capital stock or any other equity interest or participation in its profits owned by the Borrower or any of its Subsidiaries, or to pay any Financial Debt owed to the Borrower or any of its Subsidiaries, (ii) make loans or advances to the Borrower or any of its Subsidiaries or (iii) transfer any of its properties or assets to the Borrower or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (A) applicable law, (B) the IFC Financing Documents, (C) customary provisions restricting subletting or assignment of any lease governing any leasehold interest of any of the Borrower’s Subsidiaries, (D)customary provisions restricting assignment of any licensing agreement (in which any of the Borrower’s Subsidiaries is the licensee) or other contract entered into by any of the Borrower’s Subsidiaries in the ordinary course of business, (E) restrictions on the transfer of any asset pending the closing of the sale of such asset, and (F) restrictions on the transfer of any asset subject to a Permitted Lien; except for restrictions contained in any Financial Debt permitted pursuant to Section 5.02(c) and as are reasonable or customary for such financing arrangements contained therein;

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(q)UN Security Council Resolutions. Enter into any transaction or engage in any activity prohibited by any resolution of the United Nations Security Council under Chapter VII of the United Nations Charter;

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(r)Sanctionable Practices. Engage in (and neither the Borrower nor any Subsidiary shall authorize or permit any Affiliate or any other Person acting on its behalf to engage in) with respect to its Operations or any transaction contemplated by this Agreement, any Sanctionable Practices. The Borrower further covenants that should IFC notify the Borrower of its concerns that there has been a violation of the provisions of this Section 3.01(r) or of Section 3.01(t) (Representations and Warranties) of this Agreement, it shall cooperate and it shall cause each relevant Subsidiary to cooperate, in good faith with IFC and its representatives in determining whether such a violation has occurred, and shall respond promptly and in reasonable detail to any notice from IFC, and shall furnish documentary support for such response upon IFC’s request;

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(s)New Subsidiaries. Form or have any new Subsidiary unless (i) such Subsidiary’s business is ancillary or complementary to the Borrower, (ii) such Subsidiary provides within 10 Business Days of a written request from IFC, other documentation requested by IFC that is in line with applicable “know your customer” requirements, and (iii) such Subsidiary is permitted pursuant to Section 5.02(k);

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(t)Prohibited Activities. Engage in and shall not authorize or permit any Affiliate or any other Person acting on its behalf to engage in with respect to its Operations or any transactions contemplated by the Financing Documents any Prohibited Activity; or

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(u)Amendment of Action Plan. Amend the Action Plan in any material respect without the prior written consent of IFC.

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Section 5.03. Reporting Requirements. Unless IFC otherwise agrees, the Borrower shall:

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(a)Quarterly Financial Statements and Reports. Except to the extent the following quarterly financial statements and reports are available on the Borrower’s website, as soon as available but in any event within 60 days after the end of each of the first three calendar quarters of each Financial Year, deliver to IFC:

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an unconsolidated basis and a Consolidated Basis if applicable under this Agreement;

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for the avoidance of doubt, if any of the financial statements and reports under this Section 5.03(a) are no longer available on the Borrower’s website or if the Borrower is delisted or otherwise no longer required by applicable law to publish on their website any such financial statements or reports, the Borrower shall furnish such financial statements or reports, as the case may be, directly to IFC, at IFC’s satisfaction.

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(b)Annual Financial Statements and Reports. Except to the extent the following annual financial statements and reports are available on the Borrower’s website, as soon as available (or, in the case of (A) Form 20-F promptly after its filing with the SEC, and (B) Form 6-K, promptly after being furnished to the SEC) but in any event within 90 days after the end of each Financial Year (or in the case of (A) Form 20-F no later than May 1st of each such Financial Year, and (B) Form 6-K no later than 6 months after the Borrower’s second fiscal quarter of each Financial Year), deliver to IFC:

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for the avoidance of doubt, if any of the financial statements and reports under this Section 5.03(b) are no longer available on the Borrower’s website or if the Borrower is delisted or otherwise no longer required by applicable law to publish on their website any such financial statements or reports, the Borrower shall furnish such financial statements or reports, as the case may be, directly to IFC, at IFC’s satisfaction;

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(c)Management Letters. Deliver to IFC, promptly following receipt, a copy of any management letter or other communication sent by the Auditors (or any other accountants retained by the Borrower) to the Borrower or its management in relation to the Borrower’s financial, accounting and other systems, management or accounts;

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(d)Annual Monitoring Report. Within 90 days after the end of each Financial Year, deliver to IFC the Annual Monitoring Report (i) confirming compliance by the Borrower and/or the relevant Subsidiary with the Action Plan, the environmental and social covenants set forth in Sections 5.01 (Affirmative Covenants) and 5.02 (Negative Covenants) and Applicable E&S Law or, as the case may be, identifying any non-compliance or failure, and the actions being taken to remedy any such deficiency and a summary of the key actions taken by the company in connection with environmental and social matters during the relevant Financial Year; and (ii) including such information as IFC shall reasonably require in order to measure the ongoing development results of the relevant Operations of the Borrower and any Subsidiary against the indicators specified in Schedule 9 hereto and which information IFC may hold and use in accordance with IFC’s Access to Information Policy dated January 1, 2012, the link of which is ▇▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇▇/#/▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇;

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(e)Notice of Accidents, Etc. Within 30 days after its occurrence, notify IFC of any social, labor, health and safety, security or environmental incident, accident or circumstance having, or which could reasonably be expected to have, a Material Adverse Effect or material adverse impact on the implementation of the Transaction or on the carrying on of Operations by the Borrower and/or any Subsidiary in accordance with the Performance Standards, specifying in each case the nature of the incident, accident, or circumstance and any effect resulting or likely to result therefrom, and the measures the Borrower and/or the relevant Subsidiary is taking or plans to take to address them and to prevent any future similar event; and keep IFC informed of the on-going implementation of those measures and plans;

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(f)Changes to Business; Material Adverse Effect. Promptly notify IFC of any proposed change in the business or operations of the Borrower or any of its Subsidiaries and of any event or condition that has had or could reasonably be expected to have a Material Adverse Effect;

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(g)Litigation, Etc. Promptly upon becoming aware of any litigation or administrative proceedings before any Authority or arbitral body which has had or, if determined adversely, could reasonably be expected to have, a Material Adverse Effect, notify IFC by electronic mail of that event specifying the nature of that litigation or those proceedings and the steps the Borrower and/or the relevant Subsidiary is taking or proposes to take with respect thereto;

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(h)Default. Promptly upon the occurrence of an Event of Default or Potential Event of Default, notify IFC by electronic mail specifying the nature of that Event of Default or Potential Event of Default and any steps the Borrower is taking to remedy it;

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(i)Insurance. Provide to IFC, in a timely manner, the insurance certificates and other information referred to in Section 5.04(b) (Insurance);

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(j)Authorizations. Within 5 Business Days after its occurrence, notify IFC of (i) the issuance of any new material Authorizations that would be specified in Part II of Annex B necessary for the carrying out of the business and Operations of the Borrower and its Subsidiaries generally, and the

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compliance by the Borrower and its Subsidiaries with all their respective obligations under the IFC Financing Documents and (ii) any modification to any of the material Authorizations specified in Part II of Annex B or any of the new material Authorizations specified in the foregoing subclause (i) (for the avoidance of doubt, the foregoing subclause (ii) applies to amendments, supplements, restatements, renewals, or replacements of any such Authorizations);

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(k)Permitted Liens. If, after the incurrence of a Permitted Lien pursuant to Section 5.02(g)(ix) (Negative Covenants), either the Interest Coverage Ratio decreases or the Net Debt to EBITDA Ratio increases from what it was prior to such incurrence calculated both on an unconsolidated basis and on a Consolidated Basis (for the avoidance of doubt, regardless of the calculation method otherwise called for by Section 5.01(m)(Affirmative Covenants)) and on a Pro Forma Basis, the Borrower shall promptly provide IFC a report, signed by the Borrower’s chief financial officer (or in his or her absence, by an Authorized Representative of the Borrower) informing IFC of the foregoing along with a certification that (i) the Borrower and its Subsidiaries remain in compliance with the financial ratios set forth in Section 5.01(m) calculated both on an unconsolidated basis and on a Consolidated Basis (for the avoidance of doubt, regardless of the calculation method otherwise called for by Section 5.01(m)), and on a Pro Forma Basis, and (ii) the aggregate amount of Permitted Liens (including such Permitted Lien) pursuant to Section 5.02(g)(ix) does not exceed 10% of the Borrower’s total unconsolidated Financial Debt; and

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(l)Other Information. Promptly provide to IFC such other publicly available information as IFC from time to time reasonably requests about the Borrower, any of its Subsidiaries, their respective assets and Operations and the Transaction, including without limitation information that IFC requests on behalf of the Participants for the Participants to satisfy requirements under applicable laws and regulations, including those concerning anti-money laundering and combatting the financing of terrorism (AML/CFT).

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Section 5.04. Insurance.

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(a)Insurance Requirements and ▇▇▇▇▇▇▇▇’s Undertakings. Unless IFC otherwise agrees, the Borrower shall:

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the case may be, with substantially similar characteristics; provided, that nothing in this clause (v) shall prevent the Borrower from varying, rescinding, terminating, cancelling or changing any insurance policy if, in the reasonable judgment of the Borrower, such insurance policy is no longer necessary (or, in the case of variances or changes, such insurance policy as then in effect is no longer appropriate) for the Operations of the Borrower or consistent with industry practice, or such insurance policy is promptly replaced with a substantially equivalent insurance policy, or such variance or change increases the coverage under such insurance policy, or such policy was maintained solely to comply with a requirement of applicable law and such applicable law no longer requires such insurance policy.

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(b)Reporting Requirements. Unless IFC otherwise agrees, the Borrower shall provide to IFC the following:

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ARTICLE VI

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Events of Default

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Section 6.01. Acceleration after Default. If any Event of Default occurs and is continuing (whether it is voluntary or involuntary, or results from operation of law or otherwise), IFC may, by notice to the Borrower, require the Borrower to repay the Loan or such part of the Loan as is specified in that notice. On receipt of any such notice, the Borrower shall immediately repay the Loan (or that part of the Loan specified in that notice) and pay all interest accrued on it and any other amounts then payable under this Agreement and the other IFC Financing Documents. The Borrower waives any right it might have to further notice, presentment, demand or protest with respect to that demand for immediate payment.

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Section 6.02. Events of Default. It shall be an Event of Default if:

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(a)Failure to Pay Principal or Interest. The Borrower fails to pay when due any part of the principal of, or interest on, the Loan and such failure continues for a period of 5 days;

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(b)Failure to Pay Other IFC Loans. The Borrower or any of its Affiliates fails to pay when due any part of the principal of, or interest on, any loan from IFC other than the Loan and any such failure continues for the relevant period of grace provided for in the agreement providing for that loan;

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(c)Failure to Comply with Obligations. The Borrower or any of its Subsidiaries fails to comply with any of its obligations under this Agreement or any other IFC Financing Document to which it is a party or any other agreement between such Person and IFC (other than those referred to in clauses

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(a) or (b) of this Section 6.02), and any such failure continues for a period of 30 days after the date of that failure;

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(d)Misrepresentation. Any representation or warranty made in (i) Article III or in connection with the execution of, or any request (including a request for Disbursement) under, this Agreement or (ii) any other IFC Financing Document is incorrect in any material respect;

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(e)Expropriation, Nationalization, Etc. Any Authority condemns, nationalizes, seizes, or otherwise expropriates all or any substantial part of the property or other assets of the Borrower or any of its Subsidiaries or of any of their respective share capital, or assumes custody or control of that property or other assets or of the business or operations of the Borrower or any of its Subsidiaries or of any of their respective share capital, or takes any action for the dissolution or disestablishment of the Borrower or any of its Subsidiaries or any action that would prevent the Borrower or any of its Subsidiaries or their respective officers from carrying on all or a substantial part of their respective business or operations;

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

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or any petition is filed seeking any of the above and is not dismissed or stayed within 30 days;

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(g)Voluntary Proceedings. The Borrower or any of its Subsidiaries:

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(h)Analogous Events to Bankruptcy.   Any other event occurs which under any applicable law would have an effect analogous to any of those events listed in Section 6.02(f) and 6.02(g);

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(i)Cross-Default. The Borrower or any of its Subsidiaries fails to pay any of its Liabilities (other than the Loan or any other loan from IFC to the Borrower or any of its Subsidiaries) or to perform any of its obligations under any agreement pursuant to which there is outstanding Financial Debt in excess of $60,000,000, and any such failure continues for more than any applicable period of grace or any such Liability becomes prematurely due and payable or is placed on demand;

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(j)Failure to Maintain Authorizations.   Any Authorization necessary for the Borrower or any of its Subsidiaries to perform and observe its obligations under any IFC Financing Document, or to carry out the Transaction or its Operations, is not obtained when required or is rescinded, terminated, lapses or otherwise ceases to be in full force and effect, including with respect to the remittance to IFC or its assignees, in the Loan Currency, of any amounts payable under any IFC Financing Document, and is not restored or reinstated, or the effect of such termination or rescission is not stayed or suspended, within 90 days of notice by IFC to the Borrower requiring that restoration or reinstatement (for the avoidance of doubt, if the termination or rescission of an Authorization is stayed or suspended, and such stay or suspension is rescinded, terminated, lapses or otherwise ceases to be in full force and effect, such 90-day period shall, from the date of such rescission, termination, lapse or ineffectiveness, continue to count down from the day where counting was suspended);

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(k)Revocation Etc. of IFC Financing Documents. Any IFC Financing Document or any of its provisions:

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(l)Judgments. A final judgment, order or arbitral award for the payment of money in excess of the equivalent of $60,000,000 is rendered against the Borrower, any of its Subsidiaries or any of their respective properties and that judgment, order or arbitral award shall not have been paid, vacated, discharged, stayed or bonded within 60 consecutive days from the proper notification of the entry thereof; and

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(m)Employee Benefit Plans. Any employee benefit plan of the Borrower or its Subsidiaries shall at any time fail to satisfy the minimum funding requirement established by applicable law and such failure is not cured within 90 days.

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Section 6.03. Bankruptcy. If the Borrower is liquidated or declared bankrupt, the Loan, all interest accrued on it and any other amounts payable under this Agreement will become immediately due and payable without any presentment, demand, protest or notice of any kind, all of which the Borrower waives.

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ARTICLE VII

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Miscellaneous

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Section 7.01. Saving of Rights. (a) The rights and remedies of IFC in relation to any misrepresentation or breach of warranty on the part of the Borrower or any other Person shall not be prejudiced by any investigation by or on behalf of IFC or any of the Participants into the affairs of the Borrower or any other Person, by the execution or the performance of this Agreement, any other IFC Financing Document or the Participation Agreement or by any other act or thing which may be done by or on behalf of IFC or any of the Participants in connection with this Agreement or any other IFC Financing Document or the Participation Agreement and which might prejudice such rights or remedies.

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(b)No course of dealing or waiver by IFC in connection with any condition of Disbursement of the Loan under this Agreement or any other IFC Financing Document shall impair any right, power or remedy of IFC with respect to any other condition of Disbursement, or be construed to be a waiver thereof; nor shall the action of IFC with respect to any Disbursement affect or impair any right, power or remedy of IFC with respect to any other Disbursement.

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(c)Unless otherwise notified to the Borrower by IFC and without prejudice to the generality of Section 7.01(b), the right of IFC to require compliance with any condition under this Agreement or any other IFC Financing Document that may be waived by IFC with respect to any Disbursement is expressly preserved for the purposes of any subsequent Disbursement.

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(d)No course of dealing and no failure or delay by IFC in exercising, in whole or in part, any power, remedy, discretion, authority or other right under this Agreement, any other IFC Financing Document or any other agreement shall waive or impair, or be construed to be a waiver of, such or any other power, remedy, discretion, authority or right under this Agreement or any other IFC Financing Document, or in any manner preclude its additional or future exercise; nor shall the action of IFC with respect to any default, or any acquiescence by it therein, affect or impair any right, power or remedy of IFC with respect to any other default.

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Section 7.02. Notices. (a) Any notice, request or other communication to be given or made under this Agreement shall be in writing. Subject to Section 5.03(g) and Section 5.03(h) (Reporting Requirements), Section 7.02(b) and Section 7.05 (Enforcement), any such communication may be delivered by hand, airmail, electronic mail or established courier service to the party’s address specified below or at such other address as such party notifies to the other party from time to time, and will be effective upon receipt.

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For the Borrower:

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Telecom Argentina S.A.

General Hornos 690

C1272ACL

Buenos Aires, Argentina

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E-mail: ▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇.▇▇, ▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇.▇▇

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Attention: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

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For IFC:

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International Finance Corporation

▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.

Washington, D.C. 20433

United States of America

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E-mail: ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇

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Attention: Senior Director, Infrastructure and Natural Resources Department

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With an electronic copy (in the case of communications relating to payments) sent to the attention of ▇▇▇▇ ▇▇▇▇▇▇▇, the Director, Department of Financial Operations, at:

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E-mail: ▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇

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With an electronic copy (in the case of all reports and notices to be given under Section 5.03 (Reporting Requirements)) sent to the attention of the Manager, Syndicated Loans and Management Department, at:

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▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇

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(b) IFC has a secured document sharing website called “AccessIFC”, located at ▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇▇. Provided that the Borrower has agreed to all the terms and conditions provided by IFC to access and use AccessIFC, IFC may, in its discretion, grant to the Borrower access to AccessIFC. In the event the Borrower has been granted access to AccessIFC, the Borrower shall deliver via AccessIFC the reports required in Sections 5.03(a) (Quarterly Financial Statements and Reports), (b) (Annual Financial Statements and Reports), (c) (Management Letters), (d) (Annual Monitoring Report) and any other reporting requirements as may be mutually agreed between the Borrower and IFC.

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Section 7.03. English Language. (a) All documents to be provided or communications to be given or made under this Agreement or any other IFC Financing Document (with the exception of any financial statements) shall be in the English language.

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(b)       To the extent that the original version of any document to be provided, or communication to be given or made, to IFC under this Agreement or any other IFC Financing Document is in a language other than English, IFC may either request that the Borrower obtain, or obtain itself at the Borrower’s cost and expense, an English translation by a certified public translator of any document or communication received in a language other than English at the cost and expense of the Borrower. IFC may deem any such English translation to be the governing version between the Borrower and IFC.

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Section 7.04. Term of Agreement. This Agreement shall continue in force until all monies payable under it have been fully paid in accordance with its provisions.

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Section 7.05. Enforcement. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States of America.

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(b)For the exclusive benefit of IFC, the Borrower irrevocably agrees to venue being laid in the courts of the United States of America located in the Southern District of New York or in the courts of the State of New York located in the Borough of Manhattan, in any dispute, claim, action, suit, litigation, proceeding or complaint arising out of, relating to, or having any connection with this Agreement (including any dispute regarding non contractual obligations and any dispute regarding the existence, validity, interpretation, performance, breach or termination of this Agreement or the consequences of its nullity (a “Dispute”), and waives any objections to venue based on grounds of forum non conveniens or inconvenient forum.

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(c)For the exclusive benefit of IFC, the Borrower irrevocably also submits to personal jurisdiction of any such court in any such Dispute. Final judgment against the Borrower in any such Dispute shall be conclusive and may be enforced in any other jurisdiction, including the Country, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law.

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(d)The parties acknowledge and agree that no provision of this Agreement, in any way constitutes or implies a waiver, renunciation, termination or modification by IFC of any of its privileges, immunities or exemptions granted in the Articles of Agreement establishing IFC, international conventions, or applicable law and the IFC expressly reserves all of its privileges, immunities and exemptions thereunder.

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(e)The Borrower hereby irrevocably designates, appoints and empowers Cogency Global Inc., with offices currently located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, as its authorized agent solely to receive for and on its behalf service of any summons, complaint or other legal process in any Dispute IFC may bring in the State of New York in respect of this Agreement.

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(f)As long as this Agreement remains in force, the Borrower shall maintain a duly appointed and authorized agent to receive for and on its behalf service of any summons, complaint or other legal process in any Dispute IFC may bring in New York, New York, United States of America, with respect to this Agreement. The Borrower shall keep IFC advised of the identity and location of such agent.

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(g)The Borrower also irrevocably consents, if for any reason its authorized agent for service of process of summons, complaint and other legal process in any Dispute is not present in New York, New York, to the service of such papers being made out of the courts of the United States of America located in the Southern District of New York and the courts of the State of New York located in the Borough of Manhattan by mailing copies of the papers by registered United States air mail, postage prepaid, to the Borrower, at its address specified pursuant to Section 7.02 (Notices). In such a case, IFC shall also send by electronic mail, or have sent by electronic mail, a copy of the papers to the Borrower. The Borrower agrees that failure by a process agent to notify it of any process will not invalidate the relevant proceedings.

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(h)Service in the manner provided in Sections 7.05(e), (f) and (g) in any Dispute will be deemed personal service, will be accepted by the Borrower as such and will be valid and binding upon the Borrower for all purposes of any such Dispute.

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(i)The Borrower irrevocably waives to the fullest extent permitted by applicable law:

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

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(k)The Borrower hereby acknowledges that IFC shall be entitled under applicable law, including the provisions of the International Organizations Immunities Act, to immunity from a trial by jury in any Dispute arising out of or relating to this Agreement or the transactions contemplated hereby brought against IFC in any court of the United States of America. The Borrower hereby waives any and all rights to demand a trial by jury in any Dispute arising out of or relating to this Agreement or the transactions contemplated by this Agreement, brought against IFC in any forum in which IFC is not entitled to immunity from a trial by jury.

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(l)To the extent that the Borrower may, in any Dispute brought in any of the courts referred to in Section 7.05(b) or a court of the Country or elsewhere arising out of or in connection with this Agreement or any other IFC Financing Document to which the Borrower is a party, be entitled to the benefit of any provision of law requiring IFC in such Dispute to post security for the costs of the Borrower, or to post a bond or to take similar action, the Borrower hereby irrevocably waives such benefit, in each case to the fullest extent now or in the future permitted under the laws of the Country or, as the case may be, the jurisdiction in which such court is located.

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(m)Nothing in this Agreement shall affect the right of IFC to commence legal proceedings or otherwise sue the Borrower in the Country or any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other legal papers upon the Borrower in any manner authorized by the laws of any such jurisdiction; provided, that nothing in this Agreement shall constitute or imply an agreement or consent by the Borrower to submit to or accept process, pleadings or other legal papers in any jurisdiction of any court other than the courts referred to in Section 7.05(b) or the courts of the Country.

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Section 7.06. Disclosure of Information. (a) IFC may disclose any documents or records of, or information about, this Agreement or any other IFC Financing Document, or the assets, business, Operations or affairs of the Borrower to:

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