Pago A Holdouts

Case 1:08-cv-06978-TPG Document 936 Filed 04/22/16 Page 1 of 2
CRAVATH, SWAINE
.IOHN W. WHITE
EVAN P. CHESLER
KRIS F. HEINZELMAN
PHILIP A. GELSTON
RICHARD W. CLARY
JAMES 0. COOPER
STEPHEN I.. GORDON
DANIEL L MORLEY
ROBERT H. BARON
KEVIN .1. GREHAN
C. ALLEN PARKER
SUSAN WEBSTER
DAVID MERCADO
ROWAN 0. WILSON
CHRISTINE A, VARNEY
PETER T. BARRUR
SANDRA C. GOLDSTEIN
THOMAS S. RAFFERTY
MICHAEL S. GOLDMAN
RICHARD HALL
JULIE A. NORTH
ANOREWW. NEEDHAM
STEPHEN L BURNS
KEITH R. HUMMEL
DAVID]. 5APR05
&
MOORE LLP
WORLDWIDE PLAZA
DANIEL S LIT KIN
ROBERT I, TOWNSEND. III
WILLIAM J. WHELAN, III
PHILIP]. BOECKUAN
ROGER 0. BROOKS
WILLIAM V. FOGO
FAIZA]. SAEED
RICHARD J. STARK
THOMAS S. DUNN
MARK I. GREENE
DAVID K. MARRIOTT
MICHAEL A. PASKIN
ANDREWJ. PITT5
UICHAECT. REYNOLDS
ANTONY L RYAN
GEORGE E. ZOBITZ
GEORGE A. STEPHANAKIS
DARIN P. MCATEE
GARY A, BDRNSTEIN
TIMOTHY G. CAMERON
SAWN A. DEMASI
LIZABETHANN R. EISEN
DAVID S. FINKELSTEIN
DAVID GREENWALD
RACHEL S. SKAISTIS
825 EIGHTH AVENUE
NEW YORK,
NY
10019-7475
TELEPHONE: 41-212-474-000
FACSI MILE: + 1-212-474-3700
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WRITERS DIRECT DIAL NUMBER
+1-212-474-1760
WRITERS EMAIL ADDRESS
mpaskin@cravath.com
PAUL H. ZUMBRO
JOEL F. HEROLD
ERICW. HILEERS
GEORGE F. SCHOEN
CR15 P. TAVZEL
CRAIG r. ARCELLA
TEENA-ANN V. SANKOORIKAL
ANDREW K. THOMPSON
OAUIEN B. ZOUDEK
LAUREN ANGELILLI
TATIANA LAPUSHCUIK
ERIC L 5CHIELE
ALY5SA K. CAPLES
JENNIFER S. CONWAY
MINK VAN NGO
KEVIN]. ORSINI
MATTHEW MORREACE
JOHN 0. IURETTA
1. WESLEY EARNHAROT
YONATAN EVEN
BENJAMIN GRUENSTEIN
JOSEPH 0, ZAVAGLIA
STEPHEN U. KESSINO
LAUREN A. UOSKOWITZ
DAVID]. PERKINS
JOHNNY 0. SKUMPIJA
J. LEONARD TEll, II
D. SCOTT BENNETT
TINS S. CUES
CHRISTOPHER K. FARGO
KENNETH C. HALCOM
DAVID U. STUART
JONATHAN L. DAVIS
AARON H. GRUBER
0. KEITH HALLAM, III
OHIO H. NASAB
DAMARIS HERNANO
JONATHAN]. KATZ
SPECIAL COUNSEL
SAMUEL C. BUTLER
GEORGE]. GILLESPIE, III
OF COUNSEL
MICHAEL L. SCULER
April 22, 2016

NML Capital, Ltd. v. Republic ofArgentina. 0$ Civ. 6978 (TPG)
Dear Judge Griesa:
We represent the Republic of Argentina (the Republic), defendant in the

above-referenced litigation. The Republic hereby respectfully notifies this Court that it
has satisfied the two conditions precedent to vacatur of the injunctions pursuant to this
Courts March 2, 2016 Opinion and Order (the Order).
first, the Republic has enacted Law 27,249, which, among other things,
repeals Law 26,017 (the Lock Law), Law 26,984 (the Sovereign Payment Law) and
all other provisions or legislation that would interfere with payment of the FAA
bondholders settlements. (Declaration of Undersecretary of Finance Santiago Bausili,
executed on April 22, 2016 (Bausili Decl.) 3.) further, the Second Circuit found
there is no question that Argentina has taken steps to repeal legislation which operated
to thwart settlement with FAA bondholders and that the Lock and Sovereign Payment
Laws were conditionally repealed, subject to this Courts affirmance of the District
The related actions can be found at: 09 Civ. 1707 (TPG); 09 Civ. 1708 (TPG); 09 Civ. $757 (TPG);
09 Civ. 10620 (TPG); 10 Civ. 1602 (TPG); 10 Civ. 3507 (TPG); 10 Civ. 3970 (TPG); 10 Civ. 8339 (TPG);
14 Civ. $988 (TPG); 14 Civ. 8630 fTPG); 14 Civ. $242 (TPG); 14 Civ. 8946 (TPG); 14 Civ. 8947 (TPG);
14 Civ. 4092 fTPG); 14 Civ. 4091 (TPG); 14 Civ. 8739 (TPG); 14 Civ. 7258 (TPG); 14 Civ. 7739 (TPG);
15 Civ. 710 (TPG); 14 Civ. $243 (TPG); 13 Civ. 8887 (TPG); 11 Civ. 4908 (TPG); 14 Civ. 10141 (TPG);
14 Civ. 10064 (TPG); 14 Civ. 9093 (TPG); 14 Civ. 10201 (TPG); 14 Civ. 9855 (TPG); 14 Civ. 5849
(TPG); 15 Civ. 1470 (TPG); 15 Civ. 1471 (TPG); 15 Civ. 1553 (TPG); 15 Civ. 158$ (TPG); 15 Civ. 150$
(TPG); 15 Civ. 2611 (TPG); 15 Civ. 5886 (TPG); 15 Civ. 2577 (TPG); 15 Civ. 5190 (TPG); 15 Civ. 4654
(TPG); 15 Civ. 3523 (TPG); 15 Civ. 4284 (TPG); 15 Civ. 4767 (TPG); 11 Civ. $817 (TPG); 15 Civ. 6702
(TPG); 15 Civ. 3932 (TPG); 15 Civ. 7367 (TPG); 15 Civ. 2369 (TPG); 14 Civ. 7169 (TPG); 14 Civ. 8303
(TPG); 14 Civ. 7166 (TPG); 14 Civ. 7164 (TPG); and 14 Civ. 7171 (TPG).

2
Court Order, which affirmance occurred on April 15, 2016. (Mandate, No. 16-628(L)
ECF Dkt. 573.)
Second, for all plaintiffs in the actions in which injunctions had been
entered that executed agreements in principle with the Republic on or before February 29,
2016 (the february 29 Settling Parties), the Republic has made full payment in
accordance with the specific terms of each such agreement. (See Bausili Deci. 5;
Declaration of Matthew Dukes, executed on April 22, 2016 4-5.)
Based upon the foregoing, we respectfully request that this Court enter an
Order to confirm that as a result of the satisfaction of the two conditions precedent to
vacatur of the injunctions, the injunctions in all actions have been vacated.
Re pectful]
Michael A. Paskin
Honorable Thomas P. Griesa

Daniel Patrick Moynihan United States Courthouse
500 Pearl St.
New York, NY 10007-13 12
Copies to all counsel by ECF
Case 1:08-cv-06978-TPG Document 936-1 Filed 04/22/16 Page 1 of 47
UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK
NML CAPITAL.
Plaintiff,
-
against
08 Civ. 6978 (TPG)

09 Civ. 1707 (TPG)
09 Civ. 1708 (TPG)
THE REPUBLIC OF ARGENTINA,

Defendant.
NML CAPITAL,
Plaintiff,
-
against
14 Civ. $601 (TPG)

-

Defendant.
NML CAPITAL,
Plaintiff,
14 Civ. 8988 (TPG)
-
against

Defendant.
(captions continue on following

pages)
DECLARATION OF UNDERSECRETARY OF FINANCE SANTIAGO BAUSILI
IN SUPPORT OF THE REPUBLIC OF ARGENTINAS CERTIFICATION
THAT THE CONDITIONS PRECEDENT TO VACATUR UNDER THE
MARCH 2, 2016 ORDER HAVE BEEN SATISFIED
ff1 FUND, LTD. and FYI LTD.,

Plaintiffs,
-
against
14 Civ. $630 (TPG)
THE REPUBLIC Of ARGENTINA,

Defendant.
AURELIUS CAPITAL MASTER, LTD. and ACP

MASTER, LTD.,
Plaintiffs,
-
against
09 Civ. $757 (TPG)

09 Civ. 10620 (TPG)

Defendant.
AURELIUS OPPORTUNITIES FUND II, LLC

and AURELIUS CAPITAL MASTER, LTD.,
Plaintiffs,
-
against
10 Civ. 1602 (TPG)

10 Civ. 3507 (TPG)

Defendant.
AURELIUS CAPITAL MASTER, LTD. and

AURELIUS OPPORTUNITIES FUND II, LLC,
Plaintiffs,
-
against
10 Civ. 3970 (TPG)

10 Civ. 8339 (TPG)

Defendant.
BLUE ANGEL CAPITAL I LLC,

Plaintiff,
-
10 Civ. 4101 (TPG)

10 Civ. 4782 (TPG)
against
-

Defendant.
OLIF ANT FUND, LTD.,

Plaintiff,
-
against
10 Civ. 9587 (TPG)

Defendant.
PABLO ALBERTO VARELA, et al.,

Plaintiffs,
-
against
10 Civ. 5338 (TPG)

Defendant.
PEREZ, etat.,
Plaintiffs,
-
against
14 Civ. 8242 (TPG)
Defendant.
AURELIUS CAPITAL PARTNERS, LP, et at.,

Plaintiffs,
-
against
14 Civ. 8946 (TPG)

Defendant.

Plaintiff,
-
against
14 Civ. 8947 (TPG)

Defendant.
EM LTD.,
Plaintiff,
-
against
14 Civ. 8303 (TPG)

Defendant.
LIGHTWATER CORPORATION LIMITED,

Plaintiff,
-
against
14 Civ. 4092 (TPG)

Defendant.
OLD CASTLE HOLDINGS, LTD.,

Plaintiff,
-
against
14 Civ. 4091 (TPG)

Defendant.
SETTIN,
Plaintiff,
-
against
14 Civ. 8739 (TPG)

Defendant.
CAPITAL VENTURES INTERNATIONAL,

Plaintiff,
-
against
14 Civ. 7258 (TPG)

Defendant.
ADAMI, et al.,
Plaintiffs,
-
against
14 Civ. 7739 (TPG)

Defendant.
CAPITAL MARKETS FINANCIAL SERVICES

INC., eta!.,
Plaintiffs,
-
against
15 Civ. 710 (TPG)

-

Defendant.
FOGLIA, et al.,
Plaintiffs,
-
against
14 Civ. 8243 (TPG)

Defendant.
PONS, eta!.,
Plaintiffs,
-
against
13 Civ. 8887 (TPG)

Defendant.
GUIBELALDE, eta!.,
Plaintiffs,
-against-
11 Civ. 4908 (TPG)

Defendant.
DORRA, et a!.,
Plaintiffs,
-
against
14 Civ. 10141 (TPG)

Defendant.
BELOQUI, et a!.,
Plaintiffs,
-
against
14 Civ. 5963 (TPG)

Defendant.
TORTUS CAPITAL MASTER FUND, LP,

Plaintiff,
-
against
14 Civ. 1109 (TPG)

Defendant.

Plaintiff,
-
against
14 Civ. 3127 (TPG)

Defendant.
TRINITY INVESTMENTS LIMITED,

Plaintiff,
-
against
14 Civ. 10016 (TPG)

Defendant.
MONTREUX PARTNERS, L.P.,

Plaintiff,
-
against
14 Civ. 7171 (TPG)

Defendant.
LOS ANGELES CAPITAL,

Plaintiff,
-
against
14 Civ. 7169 (TPG)

Defendant.
CORDOBA CAPITAL,
Plaintiff,
-
against
14 Civ. 7164 (TPG)

Defendant.
WILTON CAPITAL, LTD.,

Plaintiff,
-
against
14 Civ. 7166 (TPG)

Defendant.
MCHA HOLDINGS, LLC,

Plaintiff,
-
against
14 Civ. 7637 (TPG)

Defendant.
MCHA HOLDINGS, LLC,

Plaintiff,
-
against
14 Civ. 10064 (TPG)

Defendant.
ANDRAREX LTD.,
Plaintiff,
-
against
14 Civ. 9093 (TPG)

Defendant.
CLARIDAE, et al.,
Plaintiffs,
-
against
14 Civ. 10201 (TPG)

Defendant.
ARAG-A LIMITED, et al.,

Plaintiffs,
-
against
14 Civ. 9855 (TPG)

Defendant.
ATTESTOR MASTER VALUE FUND LP,

Plaintiff,
-
against
14 Civ. 5849 (TPG)

Defendant.
ANGULO, etal.,
Plaintiffs,
-
against
15 Civ. 1470 (TPG)

Defendant.
LAMBERTINI, et al.,
Plaintiffs,
-against-
15 Civ. 1471 (TPG)

Defendant.
HONERO FUND I, LLC,

Plaintiff,
-
against
15 Civ. 1553 (TPG)

Defendant.

Plaintiff,
-
against
15 Civ. 1588 (TPG)

Defendant.
BANCA ARNER S.A., et al.,

Plaintiffs,
-
against
15 Civ. 1508 (TPG)

Defendant.

Plaintiff,
-
against
15 Civ. 2611 (TPG)

Defendant.

Plaintiff,
-
against
15 Civ. 5886 (TPG)

Defendant.
MCHA HOLDINGS, LLC,

Plaintiff,
-
against
15 Civ. 2577 (TPG)

Defendant.
MCHA HOLDINGS, LLC,

Plaintiff,
-
against
15 Civ. 5190 (TPG)

Defendant.
ERCOLANI, et at.,
Plaintiffs,
-
against
15 Civ. 4654 (TPG)

Defendant.
FAZZOLARI, et at.,
Plaintiffs,
-
against
15 Civ. 3523 (TPG)

Defendant.
STONEHILL INSTITUTIONAL PARTNERS,
L.P., et al.,
Plaintiffs,
-
against
15 Civ. 4284 (TPG)

-

Defendant.
WHITE HAWTHORNE, LLC,

Plaintiff,
-
against
15 Civ. 4767 (TPG)

Defendant.
yR GLOBAL PARThERS, LP,

Plaintiff,
-
against
11 Civ. 8817 (TPG)

Defendant.
HONERO FUND I, LLC,

Plaintiff,
-
against
15 Civ. 6702 (TPG)

Defendant.
PROCELLA HOLDINGS, L.P.,

Plaintiff,
-
against
15 Civ. 3932 (TPG)

Defendant.
BYBROOK CAPITAL MASTER FUThJD LP, et

a!.,
Plaintiffs,
-
against
15 Civ. 7367 (TPG)

-

Defendant.
BYBROOK CAPITAL MASTER FUND LP, et

a!.,
Plaintiffs,
-
against
15 Civ. 2369 (TPG)

-

Defendant.
DECLARATION OF UNDERSECRETARY OF FINANCE SANTIAGO BAUSILI

IN SUPPORT OF THE REPUBLIC OF ARGENTINAS CERTIFICATION
THAT THE CONDITIONS PRECEDENT TO VACATUR UNDER THE
MARCH 2, 2016 ORDER HAVE BEEN SATISFIED
Santiago Bausili hereby declares as follows:

1.
I am the Undersecretary of Finance of the Republic of Argentina (the
Republic).
2.
I am familiar with the facts of this case and submit this declaration on behalf
of the Republic in support of the Certification that it has satisfied the two conditions
precedent to vacatur of the Injunctions pursuant to this Courts March 2, 2016 Order.
3.
The Republic has repealed all legislative obstacles to settlement with the FAA
bondholders, including the Lock Law and the Sovereign Payment Law. The Republic has
enacted Law 27,249, which repeals Law 26,017 (the Lock Law), Law 26,984 (the
Sovereign Payment Law) and all other provisions or legislation that would interfere with
payment of the FAA bondholders settlements.
4.
Attached as Exhibit 1 is a true and correct copy of Law 27,249, enacted as of
March 31,2016, and a certified English translation thereof.

5.
For all plaintiffs in the actions in which injunctions had been issued that
entered into agreements in principle with the Republic on or before February 29, 2016 (the
February 29 Settling Parties), the Republic has caused Deutsche Bank Securities Inc.
(Deutsche Bank), acting in its capacity as billing and delivery bank in connection with
the Republics issuance and sale of bonds, to make full payment in accordance with the
specific terms of each such agreement in principle.
6.
Attached as Exhibit 2 is a true and correct list of all February 29 Settling
Parties who had Injunctions and the amounts each has been paid.
7.
I declare under penalty of perjury under the laws of the United States of
America that the foregoing is true and correct.

Executed on April 22, 2016.
Santiago Bausili
Exhibit 1
STATE OF NEW YORK
COUNTY OF NEW YORK
) ss:
Leila F. Bose, being duly sworn, deposes and declares:

That she is employed as Translator by the finn of Cravath, Swaine &
Moore LLP, Worldwide Plaza, 825 Eighth Avenue, New York, New York 10019;
That she is filly conversant in the Spanish and English languages;
That she translated or reviewed the translation of the attached document:
LAW 27249 OF THE REPUBLIC OF ARGENTINA
from Spanish into English;
and that the English translation is, to her best knowledge and belief, a true
and correct rendering of the original text in the Spanish language.
Sworn to before me this

4..dayof
,f2/b
\/.,%1.p_-)
Ntary
CHAR ISSE Y. RODRIGUEZ

Notary PubHc, State of New York
No. 01R06145128
Qualified in New York County
Commission Expires May 1, 204r
44+ttco
Leila F. Bose
Former Member, Translation Studies
Faculty, New York University School of
Continuing and Professional Studies;
American Translators Association;
New York Circle of Translators
2016 Year ofthe Bicentennial ofthe Declaration ofNational Independence
27249
I
%e
Atr oemhdn ozyce
-.
Article 1
.-
Acts Nos. 26,017, 26,547, 26,886 and 26.984 and their regulatory and
supplemental rules are hereby abrogated, as well as any other law, executive order or rule contrary to
or incompatible with the provisions of this act.
Article 2.- Ratification of agreements envisaged in Article 5, the authorization granted to the
Enforcement Authority in Article 6, as well as provisions of Articles 7, 8, 9, 10, 11, 12, 13 and 15, all
of this act, shall come into effect upon confirmation by the Court of Appeals of the United States of
America for the Second Circuit of the effective lifting of all injunctions issued against the Republic of
Argentina.
Article 3.- Article 42 of Act No. 27,198 is hereby amended, to be rewritten as follows:
Article 42.- The National Executive Branch is hereby authorized, through the Ministry of the
Treasury and Public finance, to continue with the regularization of the public debt service
mentioned in Article 41 of this act, pursuant to the terms of Article 65 of the financial
Administration and National Public Sector Control Systems Act No. 24,156, as amended, or
of the Public Debt Regularization and Credit Recovery Act, empowering the National
Executive Branch to continue with
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the Legislative Congress of the
Argentine Nation]
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2016 Year ofthe Bicentennial of the Declaration ofNational independence
The Senate of the Nation
27249
negotiations and carry out all necessary acts for its conclusion.
The Ministry of the Treasury and Public Finance shall report to the Honorable
Congress of the Argentine Nation on a quarterly basis about the progress of negotiations and
agreements reached during the negotiation process.
Said report shall incorporate an updated data base identifying the agreements reached,
the judicial or arbitration procedures completed, the principal amounts and amounts already
paid or to be paid in each agreement and the degree of execution of the authorization of the
level of indebtedness granted through Article
70
of Public Debt Regularization and Credit
Recovery Act.
Moreover, certified copies of the agreements reached shall be included, as well as
their translations into Spanish as appropriate.
With the same regularity, the Ministry of the Treasury and Public finance
shall report on the progress made in the regularization of the service of public
securities issued within the framework of the public debt restructuring ordered by
Decrees Nos. 1.735/2004 and 563/2010.
final court decisions, issued against provisions of Act No. 25,561, Decree No. 471
dated March 8, 2002 and its supplemental rules, relating to said securities, are included in the
deferral indicated in Article 41 of this act.
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27249
Article 4.- In the event that the provisions envisaged in Article 2nd of this act do not become
effective due to causes foreseen in said Article, the Enforcement Authority shall be able to conduct
new negotiations with the holders of public securities (and/or their representatives) that were eligible
for the exchange provided in the Decree No. 1,734 dated December 9, 2004 and its supplemental
rules, which had not been tendered in said exchange or in the one established by the Decree No. 563
dated April 26, 2010 (Eligible Public Securities), providing that the agreements that the Enforcement
Authority executes with said creditors as well as payment and/or restructuring proposals that the
Enforcement Authority formulates shall be subject to approval by Argentine Congress.
Article 5.- The payment agreements entered into between the Republic of Argentina and
Eligible Public Securities holders (and/or their representatives) are hereby ratified, which as Annex I,
in English and its corresponding Spanish translation, form an integral part of this act.
The Ministry of the Treasury and Public finance is hereby authorized, as Enforcement
Authority of this act, to extend the corresponding terms of maturity established in the said payment
agreements.
Article 6.- The Enforcement Authority is hereby authorized
i) To make amendments and/or addenda to payment agreements referred to in the preceding

Article as long as they do not amend their purpose, their economic conditions, and their terms
and conditions; and

ii) To carry out all necessary acts to pay debt to holders (and/or representatives) of Eligible
Public Securities not included in the payment agreements
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referred to in the preceding Article, including the signing of agreements and other
instruments.
In order to implement the signing of the agreements referred to in the preceding paragraph,
the Enforcement Authority shall be able to offer:
a)
To all holders of Eligible Public Securities, a payment equivalent to the principal

amount due of their securities plus fifty percent (50%) of said principal amount
(Standard Offer). In no case shalt the amount to be paid be higher than the amount
acknowledged by any judgment issued with respect to said securities plus the
corresponding legal updating of] udicial interest application as of January 31, 2016.
The Standard Offer shall be implemented through:
i)
The signing of debt payment agreements; and
ii)
A national and international payment offer in cash upon delivery of the

Eligible Public Securities (cash tender offer, in the English language)
With respect to holders of Eligible Public Securities who had brought claims before the
District Court for the Southern District of New York, United States of America, grouped in a
class action, authorization is hereby granted to agree upon an additional sum to settle all
necessary administrative expenses incurred to notify those included in the corresponding
class, pursuant to the terms of the Agreement foreseen in paragraph 4 of Annex I.
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The National Executive Branch shall not assume any expenses or charges in excess with
respect to the remaining holders of Eligible Public Securities comprised in the Standard Offer.
b)
For those holders of Eligible Public Securities whose claims were comprised in the
court orders issued by the District Court for the Southern District of New York, United
States of America, dated february 23, 2012, and amended on November 21, 2012 (the
Original Pan Passu Order) and on October 30, 2015 (the Pari Passu Me Too Order
and together with the Original Pan Passu Order, the Pan Passu Orders), what is
provided in the Standard Offer provided in the preceding subarticle a) or, at their
choice, the following proposal (the Pan Passu Offer):
i)
for those holders of Eligible Public Securities that were covered by the Pan
Passu Orders, having a monetary judgment, issued before February 1, 2016,
acknowledging debt derived from Eligible Public Securities held, a payment
equivalent to seventy percent (70%) of the legal claim (which includes the
amount acknowledged in said judgment and judicial interest accrued from the
judgment date until January 31, 2016), and
ii)
For those holders of Eligible Public Securities that were covered by the Pan
Passu Orders without a monetary judgment, issued before february 1, 2016,
recognizing debt derived from Eligible Public Securities held, a payment
equivalent to seventy percent (70%) of the legal claim (which includes
principal due plus
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2016 Year ofthe Bicentennial oJthe Declaration ofNational Independence
27249
accrued interests pursuant to the contractual interest rate and the statutory interest rate over the
contractual interest rate until January 31, 2016, pursuant to the laws of the State of New York,
United States of America).
Article 7.- Through the Enforcement Authority and under this act, issuance of National
Treasury Bonds and/or engagement in of other public loan transactions is hereby provided for a U.S.
Dollar (and/or their equivalent in other currencies) original nominal amount necessary to comply with
payments required under this act, and to the extent said payments do not exceed the amount of twelve
thousand five hundred million U.S. dollars (US$ 12.500.000.000) and/or their equivalent in other
currencies, the National Administration General Budget for fiscal Year 2016, approved by Act No.
27,198 being thus extended
The Enforcement Authority shall assign the product of the issuances mentioned in the
preceding paragraph to debt payments provided for in this act. In the event that the issuance amount
exceeds the payment amount required under this act, the excess shall be allocated to the existing
authorization of public debt provided for in the National Administration General Budget for Fiscal
Year 2016, approved by Act No. 27,198.
Article 8.- Holders of Eligible Public Securities wishing to participate in any payment
transaction executed within the framework of the provisions of this act, including the creditors that
signed the agreements in Annex 1 and those accepting proposals provided for in Article 6, shall waive
all rights to which they are entitled under the above-mentioned securities, including those rights which
had been recognized by any court or administrative judgment, arbitral award or
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decision of any other authority, issued in any jurisdiction, and waive and release the Republic of
Argentina from any court, administrative, arbitral or other action brought or which may be brought in
the future with respect to the above-mentioned securities or to the obligations of the Republic of
Argentina arising from them, including any action intended to receive principal or interest services
from said securities or any other accrued supplement or expense.
Article 9.- The Enforcement Authority is hereby authorized to include provisions establishing
the extension of jurisdiction in favor of foreign courts, and providing a waiver to the defense of
sovereign immunity, solely with respect to claims in the jurisdiction extended and with respect to the
agreements signed and the public debt issuances executed, pursuant to the provisions of this act and
on the condition that the so-called class actions and pan passu clause are included, in accordance
with the current practices of international capital markets.
The waiver of the defense of sovereign immunity shall not entail any waiver with respect to
the Republic of Argentinas immunity in relation to the attachment of property detailed below:
a)
Any reserves of the Banco Central de la Republica Argentina;
b)
Any property of public domain located in the territory of the Republic of Argentina,
including those comprised by Articles 234 and 235 of the Civil and Commercial Code
of the Argentine Nation;
c)
Any property located within or outside the Argentine territory providing an essential
public service;
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d)
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Any property (whether in the form of cash, bank deposits, securities, third-party
obligations or any other means of payment) of the Republic of Argentina, its
government agencies, and other government entities connected to budget execution,
within the scope of Articles 165 to 170 of the Permanent Supplemental Budget Act No.
11,672 (o.t. 2014);
e)
Any property within the scope of the privileges and immunities of the 1961 Vienna
Convention on Diplomatic Relations and the 1963 Vienna Convention on Consular
Relations, including, but not limited to, property, facilities and accounts of Argentine
missions:
Any property used by a diplomatic, govermnent or consular mission of the Republic of

Argentina;
g)
Taxes and/or royalties owed to the Republic of Argentina and the rights of the Republic
of Argentina to collect taxes and/or royalties;
h)
Any property of military nature or under the control of a military authority or defense
agency of the Republic of Argentina,
i)
Any property which is part of the cultural heritage of the Republic of Argentina, and
j)
Property protected by any applicable sovereign immunity act.
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Article 10.- The Enforcement Authority is hereby authorized to carry out all necessary acts to
comply with the provisions of this act, including, but not limited to:
a)
The determination of periods and terms of participation in debt payment offers;
b)
The determination of periods, terms, methods and issuance procedures of new public
securities;
c)
The appointment of financial institutions participating in the placement of new public

securities and the engagement in other public credit loans;
d)
The execution of agreements with financial entities placing new pubLic securities to be
issued, providing, to that end, commission payment subject to market conditions, which
under no circumstances shall exceed zero point twenty percent (0,20%) of the issuance
amount;
e)
The preparation and registration of a public securities program before control

organizations of the main international capital markets;
f)
The execution of agreements with trustees, payment agents, information agents,

custody agents, registration agents and/or credit rating agencies which prove necessary
both for debt payment transactions as well as for the issuance and placement of new
public securities, foreseeing payment of the corresponding fees and expenses under
market conditions; and
[seal of
Argentine Nation]
[initials]
g)
27249
10
The payment of other necessary registration, printing, prospectus distribution,

translation and other associated expenses, which shall be subject market conditions, in
order to comply with the provisions of this act.
Article II.- Transactions comprised in this act are exempted from payment of all existing and
future national taxes, rates and contributions, and from foreign exchange restrictions that may be
applied to transactions envisaged in this act.
Article 12.- Transactions comprised in this act are exempt from the provisions of Articles 7
and 10 of Act No. 23,928 as amended, and from the provisions of Article 765 of the Civil and
Commercial Code of the Argentine Nation.
Article 13.- The Enforcement Authority, within a term of sixty (60) days starting as of
compliance with the condition of Article 2 of this act, shall adopt all necessary measures intended to
regularize service of public securities issued within the framework of the public debt restructuring
provided by Decrees Nos. 1,735 dated December 9, 2004 and 563 dated April 26, 2010 (the
Restructured Public Securities), including:
i)
The regularization of the Bank of New York Mellon situation as trustee within the framework
of the Trust Indenture dated June 2, 2005, amended on April 30, 2010 (the Trust Indenture);
ii)
If necessary, the engagement of another institution complying with trustee duties and roles
pursuant to the provisions of the Trust indenture; and
[seal of
Argentine Nation]
[initials]
2016 Year ofthe Bicentennial of the Declaration ofNational Independence
27249
11
iii) The issuance of the necessary instructions to order the transfer of the funds deposited in the
account Fund Act No. 26,984 Sovereign Payment of Restructured Debt of Nacin
Fideicomisos Sociedad Annima in the Banco Central de Ia Republica Argentina to the
corresponding accounts of The Banic of New York Mellon, or the entity replacing it as trustee
under the Trust Indenture, in the Banco Central de Ia Republica Argentina in order to allocate
them to payment of said securities. Until the contractual situation is regularized with the Bank
of New York Mellon as trustee under the Trust Indenture, the Enforcement Authority shall be
able to transfer the corresponding funds for future maturities of Restructured Public Securities
to Nacin Fideicomisos Sociedad Annima, an entity hereby appointed as temporary payment
agent (to such purposes, the Enforcement Authority shall make an agreement with said
corporation as to the terms of said appointment) for its later transfer to the trustee under the
Trust Indenture, provided that the provisions of this Article do not entail any modification to
said Trust Indenture.
Article 14.- in the event that the provisions envisaged in Article 2 of this act do not become
effective due to causes provided in said Article, the Enforcement Authority shall transfer the funds
corresponding to future maturities of Restructured Public Securities to Nacion Fideicomisos Sociedad
Anonima as temporary payment agent for their subsequent transfer to the trustee subject to the Trust
indenture, provided the provisions of this Article do not entail any amendment to said Trust indenture.
[seal of
Argentine Nation]
[initials]
27249
12
Article 15.- The Ministry of the Treasury and Public finance is hereby appointed as
Enforcement Authority of this act, being able to enact the clarifying and supplemental rules necessary
to implement compliance with this act.
Article 16.- The Office of the Chief of the Cabinet Of Ministers is hereby empowered to carry
out all relevant budgetary amendments to comply with the provisions of this act.
Article 17.- Payments provided for in this act shall be debited to the budgetary allocation
Expenses and Commissions of Public Debt corresponding to Jurisdiction 90.
Article 18.- The Permanent Bicameral Committee for the Monitoring and Control for the
Management of the Engagement and Payment of External Debt of the Argentine Nation is hereby
created, within the scope of Argentine Congress, which shall be made up of ten (10) Senators and ten
(10) Deputies, appointed by the Presidents of the corresponding Chambers upon proposal of the
parliamentary blocks, observing the proportion of political representations, and which shall be
governed by the internal operation rules enacted to such effect and whose main objective shall be the
monitoring of the development, management and payment of external debt of the Argentine Nation.
The Committee shall be able to request information, documentation or data from national,
provincial or municipal agencies, whether centralized, decentralized or local, as well as from national
and international financial entities, whether private or public, and from any other agency that may
prove necessary for the ftilfillment of its duties.
Article 19.-This act is of public order and shall become effective as of the publication date in
the Official Gazette.
[seal of
Argentine Nation]
[initials]
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13
Article 20.- Notify the National Executive Branch of this submission.

ISSUED iN THE SESSION ROOM OF THE ARGENTINE CONGRESS, IN BUENOS MRES,ON
THE THIRTY-FIRST DAY OF THE MONTH OF MARCH OF THE YEAR TWO THOUSAND SIXTEEN.
REGISTERED
[signature]
[signature]
[seal of
[signature]
[signature]

Argentine Nation]
UNDER NO. 27249
[signaturesJ

2OJ6 -)o delQ31cente,zario de
cDectaracdn d Ca Jrnfepen&ncia YVawuaC.
272 4
ArtIculo 1- Derganse las leyes 26.017, 26.547, 26.886, 26.984 y

sus normas regiamentarias y complementarias, como asI tambin toda otra ley,
decreto o norma que sea contraria o incompatible con las disposiciones de Ia
presente ley.
Art. 2- La ratificacidn de los acuerdos contemplados en el artIculo 50,

Ia autorizacin concedida a Ia Autoridad de Aplicacin en ci articulo 6, como
asI tambin las disposiciones de los artIculos 7, 8, 9, 10, 11, 12, 13 y 15,
todos de la presente ley, entrarn en vigencia a partit de la confirmaciOn pot
parte de la Cmara de Apelaciones del Segundo Circuito de los Estados
Unidos de America del efectivo levantamiento de todas las medidas cautelares
(injunctions) dictadas contra Ia Repblica Argentina.
Art. 3- ModifIcase el artIculo 42 de la ley 27.198, el que quedar

redactado de la siguiente manera:
Articulo 42: AutorIzase al Poder Ejecutivo nacional, a travs del
Ministerio de Hacienda y finanzas Pblicas, a proseguir con la

normalizacin de los servicios de la deuda ptiblica referida en ci
artIculo 41 de la presente fey, en los trminos del artIculo 65 de la Ley

de AdministraciOn Financiera y de los Sistemas de Control del Sector
Pblico Nacional 24.156, y sus modificaciones o de la Ley de
NormalizaciOn de Ia Deida Pdblica y de Recuperacin del Crdito,
queddo facultado el Poler E1ecutivo nacional para continuar con las
l:

2O16 -..Ifio detcBicntenario d tz tDecta radOn ie th hidpcnIrada WacionaC.
.0
2?24
negociaciones y realizar todos aquellos actos necesarios para su

conclusiOn.
El Ministerlo de Hacienda y Finanzas POblicas informar

trimestralmente al Honorable Congreso de Ia NaciOn, el avance de las
tratativas y los acuerdos a los qu se arribe durante el proceso de
negociacidn.
Dicho informe deber incorporar una base de dates actualizada en

Ia que se identifiquen los acuerdos alcanzados, los procesos judiciales
o arbitrales terminados, los montos de capital y los montos cancelados
o a cancelar en cada acuerdo y el nivel de ejecuciOn de Ia autorizaciOn
del nivel de endeudamiento que se otorga a travs del artIculo 70 de la
Ley de Normalizacin de Ia Deuda Pdblica y de RecuperaciOn del
Crdito.
Adems, debern acompanarse copias certificadas de los acuerdos

alcanzados, asI como su traduccidn al idioma espaol en caso de
corresponder.
Con igual periodicidad, el Ministerio de Hacienda y Finanzas

Pdblicas deber informar el avance de la gestion tendiente a la
normalizaciOn del servicio de los tItulos pblicos emitidos en el marco
de la reestructuraciOn de la deuda pblica dispuesta per los decretos
1.735/2004 y 563/2010.
Los pronunciamientos judiciales firmes, emitidos contra las
disposiciones de la ley 25.561, el decreto 471 de fecha 8 de marzo de
2002, y sus normas complementarias, recaldos sobre dichos tItulos,
estn incluidos en el diferimiento indicado en el artIculo 41 de la
prese t Icy.

2O16 .)11o dl
c?uel,aTo di Ii Dcfzradn te & Imlepeuteuth WdCIQn4P.
272 4
JVct
Art. 4- En caso que las disposiciones contempladas en el artIculo 2

de Ia presente ley no entren en vigencia por las causas previstas en
dicho
artIculo,
la Autoridad
de Aplicacin podr
lievar adelante
nuevas
negociaciones con los tenedores de tItulos pblicos (yb sus representantes
)
que fueran elegibles para el canje dispuesto en el decreto 1.734 de fecha
9 de
diciembre de 2004 y sus normas complementari?s, que no hubies
en sido
presentados a tal canje ni al dispuesto pot el decreto 563 de fecha 26 de
abril
de 2010 (TItulos Pblicos Elegibles), disponindose que los acuerdos que
Ia
Autoridad de Apllcacin suscriba con dichos acreedores asI como
las
propuestas de cancelacin y/o reestructuracin que la Autoridad de Aplicacin
formule quedarn sujetas a la aprobacin del Congreso de Ia NaciOn.
Art. 5- RatifIcanse los acuerdos de cancelaciOn celebrados entre Ia
Repblica Argentina y los tenedores de Tftulos Piiblicos Elegibles
(yb sus
representantes), los que como Anexo I, en copia en idioma ingls y su
traduccin al idioma espafiol, forman parte integrante de la presente ley.
Se autoriza al Ministerio de Hacienda y Finanzas Pblicas, como
Autoridad de Aplicacin de Ia presente ley, a prorrogar los respectivos plazos
de vencimiento establecidos en los mencionados acuerdos de cancelaciOu.
Art. 6- AutorIzase a la Autoridad de Aplicacin a:
1)
Efectuar enmiendas yb adendas a los acuerdos de cancelacin

referidos en el artIculo precedente en tanto no modifiquen su
objeto,
sus
condiciones econmicas
sus
trminos
condiciones; y,
ii)
Realizar todos los actos necesarios para cancelar la deuda con

los
tenedores
de
Titulos
Pblicos
Elegibles
(yb
sus
representantes) que no estuvieren comprendidos en los acuerdos

2O16 )1fo difc8icncnio d & cDed2raci6n & flu Intkpen&u:cua
Wacionat.
-
r.
%aa a
2724
de cancelacin referidos en el artIculo precedente, incluyendo Ia

suscripcin de acuerdos y otros instrumentos.
A fin de instrumentar Ia suscripcin de los acuerdos referidos en el
prrafo precedente, Ia Autoridad de Aplicacin podr ofrecer:
a)
A todos los tenedores de TItulos Pblicos Elegibles, un pago

equivalente al monto de capital adeudado de sus titulos con ms
un cincuenta por ciento (50%) de dicho monto de capital (Oferta
Base). En ningn caso, el monto a pagar podr ser superior al
monto reconocido por cualquier sentencia dictada con relacin a
dichos tItulos ms la actualizacin legal correspondiente a la
aplicacin de intereses judiciales al 31 de enero de 2016.
La Oferta Base so instrumenta.r e implementar mediante:
1) La firma de acuerdos de cancelacin de deuda; y
ii) Una oferta nacional e internacional de pago en efectivo contra
entrega de los TItulos PIblicos Elegibles (cash tender offer,
segn su denominacin en idioma ingls).
Con respecto a los tenedores de TItulos Pblicos Elegibles
que hubieren iniciado reclamos ante la Corte de Distrito para el
Distrito Sur de Nueva York, Estados Unidos de America,
agrupados en una accin de clase, se autoriza a acordar una suma
adicional para solventar los gastos administrativos necesarios para
notificar a quienes se encuentran incluidos en la respectiva clase,
segtln los trminos del Acuerdo previsto en el apartado 4 del
Anexo I.

2O16 -fdno c[et13wentcnarw d tz Dectuudn d z Iniepcmkncia 9cio,iaP,
,
(t.)
27249
h Q/Vact
El Poder Ejecutivo nacional no asumir ningiin gasto 111

cargo excedente respecto del resto de los tenedores de TItulos
Pblicos Elegibles abarcados en la Oferta Base;
b)
A aquellos tenedores de TItulos Pblicos Elegibles cuyos

reclamos estuvieran comprendidos en las rdenes judiciales
dictadas por Ia Corte de Distrito para el Distrito Sur de Nueva
York, Estados Unidos de America, en fecha 23 de febrero de
2012, y modificada en fecha 21 de noviembre de 2012 (Ia Orden
Pan Passu Original) y en fecha 30 de octubre de 2015 (la
Orden Pan Passu Me Too y conjuntamente con Ia Orden
Pan Passu Original, Las Ordenes Pan Passu), Jo dispuesto en
la Oferta Base prevista en el inciso a) precedente o, a su eleccin,
la siguiente propuesta (la Oferta Pan Passu):
1) A aquellos tenedores de TItulos Piiblicos Elegibles que
estuvieren alcanzados por las Ordenes Pan Passu, que
contaren
con
anterioridad al
una
10
sentencia
monetaria,
dictada
con
de febrero de 2016, que reconociere Ia
deuda denivada de los TItulos Pblicos Elegibles bajo su

tenencia, un pago equivalente al setenta por ciento (70%) del
reclamo legal (que incluye el monto reconocido en dicha
sentencia y los intereses judiciales devengados desde la fecha
de Ia sentencia hasta el 31 de enero de 2016), y
ii) A aquellos tenedores de TItulos Pblicos Elegibles que
estuvieren alcanzados por las Ordenes Pan Passu que no
contaren
con
antenioridad al
una
10
sentencia
monetaria,
dictada
con
de febrero de 2016, que reconociere Ia
deuda denivada de los TItulos PCblicos El egibles bajo su

tenencia, un pagu equivalente al setenta por ciento (70%) del
reclamo legal fque incluye el capital adeudado ms los

2016 -)!no tdBicentenario d 1z cDecIzracid,j de
ImLeputenda Aracionu(.
27249
importes devengados conforme la tasa de inters contractual y

la tasa de inters reglamentaria statutory interest rate sobre
la tasa de inters contractual hasta el 31 de enero de 2016,
conforme las leyes del Estado de Nueva York, Estados
Unidos de America).
Art. 7- Dispnese, a travs de Ia Autoridad de Aplicacin y con cargo
a la presente by, la emisin de bonos del Tesoro de Ia Nacin yb la
contrataciOn de otras operaciones de emprstito piiblico por hasta un valor
nominal original de dOlares estadounidenses yb su equivalente en otras
monedas, que sea necesaiio para cumplir con los pagos requeridos bajo la
presente ley y en la medida que dichos pagos no excedan el monto de doce mil
quinientos millones de dlares estadounidenses (U$S 12.500.000.000) yb su
equivalente en otras monedas quedando ampliado, en consecuencia, el
Presupuesto General de la Administracin Nacional para el Ejercicio 2016,
aprobado por ley 27.198.
La Autoridad de Aplicacin destinar el producido de las emisiones

referidas en el prrafo precedente a las cancelaciones de deuda previstas en la
presente ley. En caso que el monto de emisin supere el monto de pago
requerido bajo Ia presente boy, el excedente ser imputado a Ia autorizacin
existente de deuda pblica prevista en el Presupuesto General de la
AdministraciOn Nacional para el ejerciclo 2016, aprobado por ley 27.198.
Art. 8- Los tenedores de TItulos PtThlicos Elegibbes que deseen

participar de cualquier operacin de cancelacin que se realice en el marco de
lo dispuesto en Ia presente ley, incluyendo a los acreedores que suscribieron
los acuerdos del Anexo I y a los que acepten las propuestas previstas en el
artIculo 6, debern renunciar a todos los derechos que les correspondan, en
virtud de los referidos tItulos, inclusive a aquellos derechos quo hubieran sido
reconocidos pot cualquier sentencia judicial o administrativa, laudo arbitral o

2O16 -)lo detclikentenarzo &
cP%naa
tDec[aradn & Inifeptt&ncia 2lacionat.
de h QAct
decisiOn de cualquier otra autoridad, dictados en cualquier jurisdiccin,

y
renunciar y liberar a la Repblica Argentina de cualquier acciOn judicia
l,
administrativa, arbitral o de cualquier otro tipo, iniciada o que pudier
e
iniciarse en ci futuro con relaciOn a los referidos tItulos o a las obligaciones de
Ia ReptIblica Argentina que surjan de elios, incluyendo cualquier acciOn
destinada a percibir servicios de capital o intereses de dichos tItulos o
cualquier otro accesorio acrecido o gasto.
Art. 9- AutorIzase a la Autoridad de Aplicacin a incluir clusutas
que establezcan Ia prrroga de jurisdicciOn a favor de tribunales extranjeros, y
que dispongan la renuncia a oponer Ia defensa de inmunidad soberana,
exciusivainente, respecto a reclamos en Ia jurisdicciOn que se prorrogue y con
relaciOn a los acuerdos que se suscriban y a las emisiones de deuda pblica
que se realicen, de conformidad con lo previsto en la presente ley y sujeto a
que se incluyan las denominadas clusulas de acciOn colectiva y clusula de
pan passu, de conformidad con las prcticas actuales de los mercados
internacionales de capitales.
La renuncia a oponer la defensa de inmunidad soberana no implicar

renuncia alguna respecto de la inmunidad de la Repbuica Argentina con
relacin a la ejecucin de los bienes que se detallan a continuaciOn:
a)
Cuaiquier reserva del Banco Central de Ia Repblica Argentina;
b)
Cualquier bien perteneciente al dominio piblico localizado en el

ternitonio
de
Ia
Repblica
Argentina,
incluyendo
los
comprendidos For los artIculos 234 y 235 del COdigo Civil y

Comercial de la NaciOn;
c)
Cualquier bien locali.zado dentro o fuera del territonio argentino

que preste un serViciU pblico esencial;

2016 -.)!o (eCrihcentenario & tz DcIaraddn Ic 1c I;ufcpenlcncia Wacionaf
27249
d)
Cualquier bien (sea en Ia forma de efectivo, depOsitos bancarios,

valores, obligaciones de terceros o cualquier otro medio de pago)
de Ia Repblica Argentina, sus agendas gubemamentales y otras
entidades gubemamentales relacionadas con Ia ejecucin del
presupuesto, dentro del alcance de los artIculos 165 a 170 de la
Ley Complementaria Permanente de Presupuesto
2014);
e)
11.672 (t.o.
Cualquier bien alcanzado por los privilegios e inmunidades de la

ConvenciOn de Viena sobre Relaciones Diplomticas de 1961 y Ia
Convencidn de Viena sobre Relaciones Consulares de 1963,
incluyendo, pero no limitndose a bienes, establecimientos y
cuentas de las misiones argentinas;
f)
Cualquier
bien
utilizado
por
una
misiOn
diplomatica,
gubernamental o consular de la RepiIblica Argentina;

g)
Impuestos yb regalIas adeudadas a la Repblica Argentina y los

derechos de la Repblica Argentina para recaudar impuestos yb
regallas;
h)
Cualquier bien de carcter militar o bajo el control de una

autoridad militar o agencia de defensa de la Repblica Argentina;
1)
Cualquier bien que forme parte de Ia herencia cultural de la

RepiThlica Argentina; y
j)
Los bienes protegidos por cualquier ley de inmunidad soberana

que resulte aplicable.

2O16 -Mi 6c1Bcenena,w & 1i Dedaradn & tz InJpenJencia Vacicnat
4f
Z 4
Art. 10.- AutorIzase a la Autoridad de Aplicacin a realizar todos

aquelios actos necesarios para dar cumplimiento a lo dispuesto en Ia presente
ley, incluyendo, sin IimitaciOn, a:
a)
La determinaciOn de las pocas y plazos de participacin en las

ofertas de cancelacin de deuda;
b)
La
determinacin
de
las
pocas,
plazos,
mtodos
procedimientos de emisiOn de los nuevos tItulos pblicos;

c)
La designacion de instituciones financieras que participarn en Ia

colocaciOn de los nuevos titulos pblicos y la contratacin de
otros emprstitos de crdito pblico;
d)
La suscripcidn de acuerdos con entidades financieras colocadoras

de los nuevos tItulos pblicos a emitirse, previndose, para ello,
el pago de comisioes en condiciones de mercado, las que en
ningn caso podrn superar el cero coma veinte por ciento
(0,20%) del monto de emisin;
e)
La preparacin y registracin de un programa de tItulos pdblicos

ante los organismos de control de los principales mercados de
capitales intemacionales;
t)
La suscripcin de acuerdos con agentes fiduciarios, agentes de

pago, agentes de informacin, agentes de custodia, agentes de
registracion
agencias calificadoras
de
riesgo
que
sean
necesaos tanto para las operaciones de cancelacin de deuda

como de emisin y colocacidn de los nuevos tItulos pblicos,
previndose el pago de los correspondientes honorarios y gastos
en condiciones de mercado; y

2U16 -fi It(Bicenteiwrio d t Vecfaraci6n & 1 In pcndenth
2adorraC,
10
212
g)
El pago de otros gastos necesarios de registracin, impres

in,
distribucin de prospectos, traduccidn y otros gastos asociad
os,
los que debern ser en condiciones de mercado, a fin de dar
cumplimiento a Jo previsto en la presente ley.
Art. 11.- ExImese a las operaciones comprendidas en Ia presente ley

dcl pago de todos los impuestos, tasas y contribuciones nacionales existen
tes y
a crearse en ci ftturo, y de las restricciones cambiarias que puedan aplicarse
a
las operaciones contempladas en la presente ley.
Art. 12.- Exceptase a las operaciones comprendidas en la presente ley
de lo dispuesto en los articulos 70 y 10 de Ia ley 23.928 y sus modificaciones,
y de lo establecido en el artIdulo 765 del Cdigo Civil y Comercial de la
Nacin.
Art. 13.- La Autoridad de Aplicacin, dentro del plazo de sesenta (60)

dIas contados a partir del cumplimiento de la condicin del artIculo 20 de la
presente ley, adoptar todas las medidas necesaas tendientes a normalizar el
sewicio de los tItulos pblicos emitidos en ci marco de Ia reestructuracidn de
Ia deuda ptiblica dispuesta por los decretos 1.735, de fecha 9 de diciembre de
2004, y 563, de fecha 26 de abril de 2010 (TItulos Pblicos
Reestructurados), incluyeudo;
i)
La regularizaciOn de la situacin de The Bank of New York

Mellon como agente fiduciario en el marco del Convenio de
fideicomiso de fecha 2 de junio de 2005, modificado el 30 de
abril de 2010 (ci Convenio de Fideicomiso);
ii)
De ser necesario, la contratacin de otra institucin que cumpia

con las funciones de agente fiduciario conforme lo establecido en
ci Convenlo de Fideicomiso; y

2O16 .)O (t(tJ3icenteiuiri.o & t CDeciradn & 1z Jnfepeiufencia WacionaC.
27249
c5nad b h
11
iii) La emisin de las instrucciones necesarias para que

se disponga Ia
transferencia de los fondos depositados en la cuenta Fond
a Ley
N 26.984 Pago Soberano de Deuda Reestructurada de Nacin
Fideicomisos Sociedad AnOnima en el Banco Central
de la
Rep(blica Argentina a las cuentas que correspondan de The Bank
of New York Mellon, a de Ia entidad que lo reemplace en carcte
r
de agente fiduciario baja el Convenio de Fideicomiso,
en el
Banco Central de la Repblica Argentina a fin de aplicar
los al
pago de dichos tItulos. Hasta tanto se normalice la situaci
n
contractual con The Bank of New York Mellon como
agente
fiduciario baja el convenio de fideicomiso, la Autoridad
de
Aplicacin podr transferir los fondos correspondientes a los
futuros vencirnientos de los TItulos Pblicos Reestructurados
a
Nacin Fideicomisos Sociedad AnOnima, entidad a Ia que
par
este acto se designa como agente de pago transitorio, (a cuyos
fines la Autoridad de AplicaciOn acordar con dicha sociedad los
trminos de dicha designacion) para su posterior transferencia al
agente fiduciario bajo el Convenlo de Fideicomiso, sin que lo
thspuesto en el presente articulo implique modificacin alguna a
dicho Convenio de fideicomiso.
Art. 14.- En caso que las disposiciones contempladas en el artIculo 2

de Ia presente ley no entren en vigencia por las causas previstas en dicho
artIculo,
la
Autoridad
de
Aplicacin
podr
transferir
los fondos
correspondientes a los futuros vencimientos de los TItulos Pblicos
Reestructurados a Nacin Fideicomisos Sociedad AnOnima coma agente de
pago transitorlo para su posterior transferencia al agente fiduciario baja el
Convenio de Fideicomiso, sin que lo dispuesto en el presente artIculo implique
rnodificacin alguna a dicho Convenio de Fideicomiso.

2026 -6o tef qj icentefl4rvj d 1z cDedaracidn te Ca Tht[epen&ncz
2acionaC.
I \
onaa
27249
b h QIVc
12
Art. 15.- DesIgnase al Ministerio de Hacienda y Finanzas Pblicas

coma Autoridad de AplicaciOn de Ia presente ley, pudiendo dictar las
nonuas
ac]aratorias y complementarias que fueran necesarias para instrumentar
el
cumplimiento de Ia presente norma.
Art. 16.- Facultase a Ia Jefatura de Gabinete de Ministros a efectuar

las adecuaciones presupuestarias que resulten pertinentes para dar
cumplimiento a las disposiciones de Ia presente ley.
Art. 17.- Los pagos previstos en Ia presente ley srn atendidos con
caigo a Ia imputacin presupuestaria TiGastos y Comisiones de Ia
Deuda
P(iblic& correspondiente a Ia Jurisdiccin 90.
Art. 18.- Crease, en el mbito del Honorable Congreso de la NaciOn, Ia

Comisin Bicameral Permanente de Seguimiento y Control de la Gestin de
Contratacin y de Pago de Ia Deuda Exterior de Ia Nacin, que estar
compuesta par diez (10) Senadores y diez (10) Diputados, designados par los
Presidentes de las respectivas Cmaras
a propuesta de los bloques
parlamentarios respetando Ia proporciOn de las representaciones poilticas, y

que se regir par el reglamento de fiincionamiento intemo que a tal efecto
dicte y cuyo objeto principal ser el seguimiento de la evolucin, gestin y
pagos de la deuda exterior de la Nacin.
La Comisin podr solicitar informacin, documentacin a datos a

organismos
nacionales,
provinciales
descentralizados o autrquicos
municipales,
centralizados,
coma asI tambin a entidades financieras
nacionales e internacionales, privadas a pblicas; y a cualquier otto organismo

que fuere necesario para el cumplimiento de sus cometidos.
Art. 19.- La presente ley es de orden pblico y entrar en vigencia a
oQ
rartir de Ia fecha de su publicacin en el BoletIn Oficial.
(U
.1)

2O16 -Mo ief(BicnCenaio & Iz Decluucia & 1z IoJepoiu(enda Wac,na(.
#21249
13
Q%Lcia b h
Art. 20.- ComunIquese al Poder Ejecutivo nacional.

DADA EN LA SALA DE SESIONES DEL CONGRESO
ARGENTINO, EN
BUENOS AIRES, A LOS TREINTA Y UN DIAS DEL MES DE
MARZO DEL A11O DOS
MIL DIECISEIS.
R1STRADA
3AJOEt.N
27? 49
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EXHIBIT 2
AMOUNTS PAID TO FEBRUARY 29 SETTLING PARTIES
#
Feb 29 Settling Party
Amount Paid (USD)
NML Capital, Ltd.
U.S.$2,426,610,45$.00
Aurelius Capital Master, Ltd
U.S.$434,476,042.00
ACP Master, Ltd.
U.S.$108,711,975.00
Aurelius Opportunities fund II,

LLC
U.S.$134,225,45 1.00
Aurelius Capital Partners, LP
U.S.$ 169,141,371.00
Blue Angel Capital I LLC
U.S.$41 1,425,409.00
Olifant Fund, Ltd.
U.S.$70,990,501.00
FYI Ltd.
U.S.$366,407,062.00
FF1 Fund Ltd.
U.S.$550,603,782.00
10
EM Limited
U.S.$$49,20 1,747.00
11
Procella Holdings, L.P.
U.S.$37,866,814.00
12
VR Global Partners, L.P.
U.S.$35,508,705.00
13
Montreux Partners, LP
U.S.$308,560,843.00
14
Capital Ventures International
U.S.$22 1,833,952.53
15
Lorin Capital Master Fund, [P

(formerly Tortus Capital Master
Fund, LP)
U.S.$739,265.26
Amount Paid (USU)
16
Clarex Limited
U.S.$1 10,468,850.45
17
Lightwater Corporation Limited
U.S.$9,634,370.00
1$
Old Castle Holdings, Ltd.
U.S.$963,437.00
19
Paolo Ercolani
U.S.$ 1,008,964.48
20
Rafael Leopoldo Settin Lando
U.S.$3,235,439.00
UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK
NML CAPITAL,
Plaintiff,
-
against
08 Civ. 6978 (TPG)

09 Civ. 1707 (TPG)
09 Civ. 170$ (TPG)

Defendant.
NML CAPITAL,
Plaintiff,
-
against
14 Civ. 8601 (TPG)

-

Defendant.
NML CAPITAL,
Plaintiff,
14 Civ. 8988 (TPG)
-
against

Defendant.
(captions continue on following pages)

DECLARATION OF MATTHEW DUKES
FF1 FUND, LTD. and FYI LTD.,

Plaintiffs,
-
against
14 Civ. $630 (TPG)

Defendant.
AURELIUS CAPITAL MASTER, LTD. and ACP

MASTER, LTD.,
Plaintiffs,
-
against
09 Civ. 8757 (TPG)

09 Civ. 10620 (TPG)

Defendant.
AURELIUS OPPORTUNITIES FUND II, LLC and

AURELIUS CAPITAL MASTER, LTD.,
Plaintiffs,
-
against
10 Civ. 1602 (TPG)

10 Civ. 3507 (TPG)

Defendant.
AURELIUS CAPITAL MASTER, LTD. and

AURELIUS OPPORTUNITIES FUND II, LLC,
Plaintiffs,
-
against
10 Civ. 3970 (TPG)

10 Civ. 8339 (TPG)

Defendant.

Plaintiff,
-
10 Civ. 4101 (TPG)

10 Civ. 4782 (TPG)
against
-

Defendant.
OLIFANT FUND, LTD.,

Plaintiff,
-
against
10 Civ. 9587 (TPG)

Defendant.
PABLO ALBERTO VARELA, eta!.,

Plaintiffs,
-
against
10 Civ. 5338 (TPG)

Defendant.
PEREZ, et at.,
Plaintiffs,
-
against
14 Civ. $242 (TPG)

Defendant.
AURELIUS CAPITAL PARTNERS, LP, etal.,

Plaintiffs,
-
against
14 Civ. 8946 (TPG)

Defendant.

Plaintiff,
-
against
14 Civ. $947 (TPG)

Defendant.
EM LTD.,
Plaintiff,
-
against
14 Civ. $303 (TPG)

Defendant.
LIGHTWATER CORP. LTD.,

Plaintiff,
-
against
14 Civ. 4092 (TPG)

Defendant.
OLD CASTLE HOLDINGS, LTD.,

Plaintiff,
-
against
14 Civ. 4091 (TPG)

Defendant.
SETTIN,
Plaintiff,
-
against
14 Civ. 8739 (TPG)

Defendant.
CAPITAL VENTURES INTERNATIONAL,

Plaintiff,
-
against
14 Civ. 725$ (TPG)

Defendant.
ADAMI, et at.,
Plaintiffs,
-
against
14 Civ. 7739 (TPG)

Defendant.
CAPITAL MARKETS FINANCIAL SERVICES INC.,
et at.,
Plaintiffs,
-
against
15 Civ. 710 (TPG)

-

Defendant.
FOGLIA, et at.,
Plaintiffs,
-
against
14 Civ. 8243 (TPG)

Defendant.
PONS, et al.,
Plaintiffs,
-
against
13 Civ. 8887 (TPG)

Defendant.
GUIBELALDE, et a!.,
Plaintiffs,
-against-
11 Civ. 4908 (TPG)

Defendant.
DORRA, eta!.,
Plaintiffs,
-against-
14 Civ. 10141 (TPG)

Defendant.
BELOQUI, eta!.,
Plaintiffs,
-
against
14 Civ. 5963 (TPG)

Defendant.

Plaintiff,
14 Civ. 1109 (TPG)
-againstTHE REPUBLIC Of ARGENTINA,

Defendant.

Plaintiff,
-
against
14 Civ. 3127 (TPG)

Defendant.

Plaintiff,
-
against
14 Civ. 10016 (TPG)

Defendant.
MONTREUX PARTNERS, L.P.,

Plaintiff,
-
against
14 Civ. 7171 (TPG)

Defendant.
LOS ANGELES CAPITAL,

Plaintiff,
-
against
14 Civ. 7169 (TPG)

Defendant.
CORDOBA CAPITAL,
Plaintiff,
-
against
14 Civ. 7164 (TPG)

Defendant.
WILTON CAPITAL, LTD.,

Plaintiff,
-
against
14 Civ. 7166 (TPG)

Defendant.
MCHA HOLDINGS. LLC,

Plaintiff,
-
against
14 Civ. 7637 (TPG)

Defendant.
MCHA HOLDINGS, LLC,

Plaintiff,
-
against
14 Civ. 10064 (TPG)

Defendant.
ANDRAREX LTD.,
Plaintiff,
-
against
14 Civ. 9093 (TPG)

Defendant.
CLARIDAE, et at.,
Plaintiffs,
-
against
14 Civ. 10201 (TPG)

Defendant.
ARAG-A LIMITED, eta!.,

Plaintiffs,
-
against
14 Civ. 9855 (TPG)

Defendant.
ATTESTOR MASTER VALUE FUND LP,

Plaintiff,
-
against
14 Civ. 5849 (TPG)

Defendant.
ANGULO, et a!.,
Plaintiffs,
-
against
15 Civ. 1470 (TPG)

Defendant.
LAMBERTINI,
Ct
a!.,
Plaintiffs,
-
against
15 Civ. 1471 (TPG)

Defendant.
HONERO FUND I, LLC,

Plaintiff,
-
against
15 Civ. 1553 (TPG)

Defendant.

Plaintiff,
15 Civ. 158$ (TPG)
-againstTHE REPUBLIC Of ARGENTINA,

Defendant.
BANCA ARNER S.A., et at.,

Plaintiffs,
-
against
15 Civ. 1508 (TPG)

Defendant.
TRINITY IN VESTMENTS LIMITED,

Plaintiff,
-against-
15 Civ. 2611 (TPG)

Defendant.

Plaintiff,
-
against
15 Civ. 5886 (TPG)

Defendant.
MCHA HOLDINGS, LLC,

Plaintiff,
-
against
15 Civ. 2577 (TPG)

Defendant.
MCHA HOLDINGS, LLC,

Plaintiff,
-
against
15 Civ. 5190 (TPG)

Defendant.
ERCOLANI, et at.,
Plaintiffs,
-
against
15 Civ. 4654 (TPG)

Defendant.
FAZZOLARI, et at.,
Plaintiffs,
-
against
15 Civ. 3523 (TPG)

Defendant.
STONEHILL INSTITUTIONAL PARTNERS, L.P., et

a!.,
Plaintiffs,
-
against
15 Civ. 4284 (TPG)

-

Defendant.
WHITE HAWTHORNE, LLC,

Plaintiff,
-
against
15 Civ. 4767 (TPG)

Defendant.
VR GLOBAL PARTNERS, LP,

Plaintiff,
-
against
11 Civ. 8817 (TPG)

Defendant.
HONERO FUND I, LLC,

Plaintiff,
-
against
15 Civ. 6702 (TPG)

Defendant.
PROCELLA HOLDINGS, L.P.,

Plaintiff,
-
against
15 Civ. 3932 (TPG)

Defendant.
BYBROOK CAPITAL MASTER FUND LP, et al.,

Plaintiffs,
-
against
15 Civ. 7367 (TPG)

Defendant.
BYBROOK CAPITAL MASTER FUND LP, et a!.,

Plaintiffs,
-
against
15 Civ. 2369 (TPG)

Defendant.
DECLARATION OF MATTHEW DUKES

Matthew Dukes hereby declares as follows:
1.
I am a Director and an officer of Deutsche Bank Securities Inc.
(Deutsche Bank). This Declaration is based upon my personal knowledge.

2.
On April 19, 2016, the Republic of Argentina (the Republic) and
Deutsche Bank, for itself and as a representative of certain Initial Purchasers, entered into
a Purchase Agreement. The Purchase Agreement provides that the Republic shall issue
and sell bonds to the Initial Purchasers, as that term is defined in the Purchase
Agreement. Deutsche Bank acts as billing and delivery bank under the terms of the
Purchase Agreement. A true and correct copy of the Purchase Agreement is attached
hereto as Exhibit A.
3.
On April 22, 2016, in accordance with the terms of the Purchase
Agreement, Deutsche Bank made payments, from the net proceeds of the sale of bonds
contemplated by the Purchase Agreement. by wire transfer in immediately available
funds to each of the February 29 Settling Parties listed in Exhibit 2 to the Declaration of
Santiago Bausili dated April 22, 2016. Deutsche Bank paid the February 29 Settling
Parties (as defined in the Bausiti Declaration of April 22) the amount shown opposite
each such february 29 Settling Party in Bausili Exhibit 2.
4.
Exhibit B attached hereto is a true and correct list of the payments
made by Deutsche Bank to the February 29 Settling Parties and includes: fi) the name of
the Settling Party, (ii) the amount paid to such Settling Party and (iii) the Fedwire
reference number.
5.
I declare under penalty of perjury that the foregoing is true and
correct.
Executed on April 22, 2016.
atthew Dukes
V JIqIqX3
Execution Version
REPUBLIC OF ARGENTINA
U.S.$1,562,000,000
U.S.$2,556,000,000
U.S.$3,692,000,000
U.S.$1,562,000,000
6.250%
6.875%
7.500%
7.625%
Bonds
Bonds
Bonds
Bonds
due 2019
due 2021
due 2026
due 2046
PURCHASE AGREEMENT
April 19, 2016

Deutsche Bank Securities Inc.
HSBC Securities (USA) Inc.
J.P. Morgan Securities LLC
Santander Investment Securities Inc.
As Representatives of the several Initial Purchasers listed
in Schedule 1 hereto
do Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005
do HSBC Securities (USA) Inc.
452 Fifth Avenue
do J.P. Morgan Securities LLC
383 Madison Avenue
do Santander Investment Securities Inc.
45 East 53rd Street
Ladies and Gentlemen:
THE REPUBLIC OF ARGENTINA (the Republic) proposes to issue and sell (the
Offering) to the several initial purchasers listed in Schedule I hereto (the Initial Purchasers),
for whom you are acting as representatives (the Representatives) and such Initial Purchasers
severally agree to purchase from the Republic, (i) U.S.$l,562,000,000 principal amount of its
6.250% Bonds due 2019 (the Series A Securities); (ii) U.S.$2,556,000,000 principal amount of
its 6.875% Bonds due 2021 (the Series B Securities), (iii) U.S.$3,692,000,000 principal
amount of its 7.500% Bonds due 2026 (the Series C Securities); (iv) U.S.$ 1,562,000,000
principal amount of its 7.625% Bonds due 2046 (the Series D Securities, and together with the
Series A Securities, Series B Securities, and the Series C Securities, the Securities). The
Securities will have the benefit of a registration rights agreement (the Registration Rights
Agreement) to be dated as of the Closing Date (as defined below) between the Republic and the
Representatives, pursuant to which the Republic will agree to register the Securities under the
United States Securities Act of 1933, as amended (the Securities Act), and the rules and
regulations promulgated by the Securities and Exchange Commission thereunder subject to the
terms and conditions therein specified. The Securities will be issued pursuant to an Indenture to
be dated as of April 22, 2016 (the Indenture) between the Republic and The Bank of New
York Mellon, as trustee (the Trustee) and the Authorization (as defined in the Indenture) to be
dated April 22, 2016. Except where the context otherwise requires, terms not otherwise defined
in this purchase agreement (the Agreement) shall have the meanings specified in the Indenture,
Preliminary Offering Memorandum or in the Securities.
The Securities will be sold to the Initial Purchasers without being registered under the
Securities Act, in reliance upon an exemption therefrom, and resold to qualified institutional
buyers in compliance with the exemption from registration provided by Rule 144A under the
Securities Act (Rule_144A) and in offshore transaction in reliance on Regulation S under the
Securities Act (Regulation S).
The Republic has prepared a preliminary offering memorandum dated April 11, 2016 (the
Preliminary Offering Memorandum) and will prepare an offering memorandum dated the date
hereof (the Offering Memorandum) setting forth information describing the Republic, the
terms of the offering and the terms of the Securities. Copies of the Preliminary Offering
Memorandum have been, and copies of the Offering Memorandum will be, delivered by the
Republic to the Initial Purchasers pursuant to the terms of this Agreement. The Republic hereby
confirms that it has authorized the use of the Preliminary Offering Memorandum, the other Time
of Sale Information (as defined below) and the Offering Memorandum in connection with the
offering and resale of the Securities by the Initial Purchasers in the manner contemplated by this
Agreement.
At or prior to 5:04 P.M., New York City time or such other time as agreed by the
Republic and the Representatives (the Time of Sale), the following information shall have
been prepared (collectively, the Time of Sale Information): the Preliminary Offering
Memorandum, as supplemented and amended by the written communications listed on Annex A
hereto, including the pricing term sheet, substantially in the form of Annex B hereto, setting forth
the terms of the Securities (the Pricing Term Sheet).
The Republic hereby confirms its agreement with the several Initial Purchasers
concerning the purchase and resale of the Securities, as follows:
1.
Purchase and Resale of the Securities.
(a)
The Republic agrees to issue and sell the Securities to the several Initial
Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the
representations, warranties and agreements set forth herein and subject to the terms and
conditions set forth herein, agrees, severally and not jointly, to purchase from the Republic the
respective principal amount of Securities set forth opposite such Initial Purchasers name on
Schedule I hereto at a price equal to (1) 99.820% of the principal amount thereof plus accrued
interest, if any, from (and including) April 22, 2016 to (and excluding) the Closing Date with
respect to the Series A Securities; (ii) 99.820% of the principal amount thereof plus accrued
respect to the Series B Securities; (iii) 99.$20% of the principal amount thereof plus accrued
respect to the Series C Securities; and (iv) 95.578% of the principal amount thereof plus accrued
respect to the Series D Securities. The Republic will not be obligated to deliver any Securities
except upon payment for all the Securities to be purchased as provided herein.
The Republic understands that the Initial Purchasers intend to offer the Securities
(b)
for resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser,
severally and not jointly, represents, warrants and agrees that:
(i)
144A;
it is a qualified institutional buyer (a QI) within the meaning of Rule
(ii)
it has not solicited offers for, or offered or sold, and will not solicit offers
for, or offer or sell, the Securities by means of any form of general solicitation or general
advertising within the meaning of Rule 502(c) of Regulation D or in any manner
involving a public offering within the meaning of Section 4(a)(2) of the Securities Act;
and
(iii)
it has not solicited offers for, or offered or sold, and will not solicit offers
for, or offer or sell, the Securities as part of their initial offering except:
within the United States to persons whom it reasonably believes to
(A)
be QIBs in transactions pursuant to Rule 144A and in connection with each such
sale, it has taken or will take reasonable steps to ensure that the purchaser of the
Securities is aware that such sale is being made in reliance on Rule 144A; or
(B)
outside the United States to persons other than U.S. persons, as
defined in Regulation S, in reliance upon Regulation S and in accordance with the
restrictions set forth in Annex C hereto;
that in each case, in purchasing the Securities are deemed to have represented and
agreed as provided in the Offering Memorandum under the caption Notice to
Investors.
Each Initial Purchaser acknowledges and agrees that the Republic and, for
(c)
purposes of the no registration opinions to be delivered to the Initial Purchasers pursuant to
Sections 5(h) and 5(k), counsel for the Republic and counsel for the Initial Purchasers,
respectively, may rely upon the accuracy of the representations and warranties of the Initial
Purchasers, and compliance by the Initial Purchasers with their agreements, contained in
paragraph (c) above (including Annex C hereto), and each Initial Purchaser hereby consents to
such reliance.
The Republic acknowledges and agrees that the Initial Purchasers may offer and
(d)
sell Securities to or through any affiliate of an Initial Purchaser and that any such affiliate may
offer and sell Securities purchased by it to or through any Initial Purchaser, and will be deemed
to have made all of the representations and warranties of the Initial Purchasers set forth herein.
The Republic acknowledges and agrees that each Initial Purchaser is acting solely
(e)
in the capacity of an arms length contractual counterparty to the Republic with respect to the
offering of Securities contemplated hereby (including in connection with determining the terms
of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Republic or
any other person. Additionally, the Initial Purchasers are not advising the Republic or any other
person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The
Republic shall consult with its own advisors concerning such matters and shall be responsible for
making its own independent investigation and appraisal of the transactions contemplated hereby,
and no Initial Purchaser shall have any responsibility or liability to the Republic with respect
thereto. Any review by any Initial Purchaser of the Republic and the transactions contemplated
hereby or other matters relating to such transactions will be performed solely for the benefit of
the Initial Purchasers and shall not be on behalf of the Republic or any other person.
2.
Delivery, Assignment and Payment.
Delivery of the Securities will be made at the offices of Shearman & Sterling LLP
(a)
at 10:00 A.M., New York City time, on April 22, 2016, or at such other time or place on the
same date or such other date, that is a business day, as the Representatives and the Republic may
agree upon in writing. The time and date of such delivery is referred to herein as the Closing
Date.
Payment for the Securities (as described in clause (c) below) shall be made
(b)
against delivery through the facilities of The Depository Trust Company (Ic). for the
account of the Initial Purchasers, of one or more global notes representing the Securities
(collectively, the Global Note), with any transfer taxes payable in connection with the sale of
the Securities duly paid by the Republic. A draft of the Global Note will be made available for
inspection by the Representatives not later than 1:00 P.M., New York City time, on the day prior
to the Closing Date.
(c)
The Republic hereby irrevocably:
transfers and assigns (and grants a first priority security interest in) the Republics
(i)
right to receive the payment under paragraph (b) above of the gross proceeds of the Offering,
less the amounts payable under paragraph (d) below (the Net Proceeds) to each of the entities
identified in Column B of Schedule 2 hereto (each an Assignee), to the extent of the amount
shown opposite the name of that Assignee in Column C of Schedule 2 hereto (for each Assignee,
the Assigned Amount);
(ii)
instructs Deutsche Bank Securities Inc., as billing and delivery bank (the 3DB),
to pay, out of the Net Proceeds of the Offering, by wire transfer in immediately available funds
to each Assignee the Assigned Amount (in U.S. dollars or Euros) payable to that Assignee in the
order set forth in Column A of Schedule 2; provided that the 3DB shall not initiate wires to
Assignees other than each of NML Capital, Ltd., Aurelius Capital Master, Ltd., ACP Master,
Ltd., Aurelius Opportunities Fund II, LLC, Aurelius Capital Partners, LP, Blue Angel Capital I
LLC, Olifant Fund, Ltd., FYI Ltd. and FF1 fund Ltd. (collectively the Lead Plaintiffs), unless
the BDB has provided written notification (by electronic mail to the addresses set forth in
Schedule III to Addendum A to the Agreement in Principle between the Republic and the Lead
Plaintiffs, dated as of February 29, 2016 as modified via email exchange on February 2$, 2016,
attached as Annex D hereto (the Agreement in Principle) to each of the Lead Plaintiffs of the
time of initiation of the wire transfer made to such Lead Plaintiff, the federal reference numbers
for such wire, the respective Assigned Amount so wired and such Lead Plaintiffs account to
which it was wired, which account shall be as set forth in Schedule II to Addendum A to the
Agreement in Principle (the Wire Confirmation Information); and providedfurther that after,
and only after, the condition set forth in the preceding proviso is satisfied, the 3DB shall initiate
the wires to the Assignees other than the Lead Plaintiffs and shall provide such Assignees
prompt written confirmation of the initiation of the wire transfers, including the time of
initiation, the amounts of the wire transfers and the federal reference numbers;
(iii) instructs the 3DB not to initiate wires or other transfers of the Net Proceeds of the
Offering, other than as provided in the preceding clause (ii), unless either (1) each of the Lead
Plaintiffs has provided written notification to the 3DB (by electronic mail to the address
provided by the BDB to the Lead Plaintiffs in accordance with the provisions of Addendum A to
the Agreement in Principle) that the financial institution at which its account is held has received
payment in full of the amounts owed to such Lead Plaintiff pursuant to the Agreement in
Principle by Fedwire for crediting to such Lead Plaintiffs account, or (II) none of the Lead
Plaintiffs has provided written notification to the 3DB (by electronic mail as aforesaid), within
sixty (60) minutes of such Lead Plaintiffs receipt of the Wire Confirmation Information, that
such Lead Plaintiff is unable to confirm receipt of such funds; and
agrees to cooperate with each Assignee in any reasonable measures taken by that
(iv)
Assignee to perfect in any relevant jurisdiction the security interest granted hereby in the
Assigned Amount payable to that Assignee.
On the Closing Date, the Republic agrees to pay or cause to be paid, through the
(U)
3DB that is hereby authorized and instructed by the Republic to withhold the corresponding
amounts from the proceeds of the Offering, to (i) the Initial Purchasers in same day funds a
combined underwriting commission and selling concession of 0.1$ % of the aggregate principal
amount of the Securities (the Fee), in U.S. dollars to such U.S. dollar account as shall be
designated by the Initial Purchasers to the Republic, of which each Representative shall receive
19% of the Fee, and each of the other Initial Purchasers shall receive 8% of the Fee and (ii) the
parties listed on Schedule 3 hereto in such amounts opposite such parties name. The Republic
hereby transfers and assigns (and grants a first priority security interest in) to each of the Initial
Purchasers, the Republics rights to receive the proceeds of the offering to extent of the fees and
in respect of the expenses detailed on Schedule 3.
3.
Representations and Warranties of the Republic. The Republic represents and
warrants to each Initial Purchaser that:
(a)
Preliminaiy Offering Memorandum, Time ofSale Information and Offering
Memorandum. The Preliminary Offering Memorandum, as of its date, did not, the Time of Sale
Information, at the Time of Sale, did not, and at the Closing Date, will not, and the Offering
Memorandum, in the form first used by the Initial Purchasers to confirm sales of the Securities
and as of the Closing Date, will not, contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, that the Republic makes
no representation or warranty with respect to any statements or omissions made in reliance upon
and in conformity with information relating to any Initial Purchaser furnished to the Republic in
writing by or on behalf of such Initial Purchaser through the Representatives expressly for use in
the Preliminary Offering Memorandum, the Time of Sale Information or the Offering
Memorandum, it being understood and agreed that the only such information consists of the
information described as such in Section 7(b) hereof.
(b)
Additional Written Communications. The Republic (including its agents and
representatives, other than the Initial Purchasers in their capacity as such) has not prepared,
made, used, authorized, approved or referred to and will not prepare, make, use, authorize,
approve or refer to any written communication that constitutes an offer to sell or solicitation of
an offer to buy the Securities (each such communication by the Republic or its agents and
representatives (other than a communication referred to in clauses (i), and (ii)) an Issuer Written
Communication) other than (1) the Preliminary Offering Memorandum, (ii) the Offering
Memorandum, (iii) the documents listed on Annex A hereto, the Pricing Term Sheet,
substantially in the form of Annex B hereto, which constitute part of the Time of Sale
Information, and (iv) any electronic road show or other written communications, in each case
used in accordance with Section 4(c) hereof, and in the cases of(i) to (iv) any amendment or
supplement thereto. Each such Issuer Written Communication, when taken together with the
Time of Sale Information at the Time of Sale, did not, and at the Closing Date will not, contain
any untrue statement of a material fact or omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not
misleading; provided, that the Republic makes no representation or warranty with respect to any
statements or omissions made in each such Issuer Written Communication in reliance upon and
in conformity with information relating to any Initial Purchaser furnished to the Republic in
writing by such Initial Purchaser through the Representatives expressly for use in any Issuer
Written Communication, it being understood and agreed that the only such information furnished
by or on behalf of the Initial Purchasers consists of the information described as such in Section
7(b) hereof.
(c)
Power and Authority. The Republic has full power and authority to execute and
deliver each of this Agreement, the Indenture, the Registration Rights Agreement, the Process
Agent Agreement (as defined herein), the Securities and all other documents and instruments to
be executed and delivered by the Republic hereunder and thereunder (collectively, the
Transaction Documents) and to perform its obligations thereunder; and all action required to
be taken for the due and proper authorization, execution and delivery of the Transaction
Documents (including execution and authorization, execution and delivery of the Authorization
contemplated thereunder), and the consummation of the transactions contemplated hereby have
been duly and validly taken.
(d)
Transaction Documents. This Agreement has been duly executed and delivered by
the Republic and constitutes a valid and legally binding agreement of the Republic enforceable
against the Republic in accordance with their terms; each of the Indenture and the Authorization
contemplated thereunder and the Registration Rights Agreement has been duly authorized by the
Republic and on the Closing Date will be duly executed and delivered by the Republic and, when
duly executed and delivered in accordance with its terms by each of the parties thereto on the
Closing Date, will constitute a valid and legally binding agreement of the Republic enforceable
against the Republic in accordance with its respective terms subject as to enforcement to general
equity principles; the Securities have been duly authorized by the Republic and on the Closing
Date will be duly executed and delivered by the Republic and, when duly executed and delivered
in accordance with its terms by each of the parties thereto on the Closing Date and paid for as
provided herein, wilt constitute valid and legally binding obligations of the Republic enforceable
against the Republic in accordance with their terms, subject as to enforcement to general equity
principles, and will be entitled to the benefits of the Indenture.
(e)
Exchange Securities. On the Closing Date, the securities to be offered in
exchange for the Securities pursuant to the Registration Rights Agreement (the Exchange
Securities) will have been duty and validly authorized for issuance by the Republic, and when
issued and authenticated in accordance with the terms of the Indenture and the Registration
Rights Agreement, will constitute valid and binding obligations of the Republic, enforceable
against the Republic in accordance with their terms; and the Exchange Securities will conform to
the descriptions thereof in the Time of Sale Information and Offering Memorandum.
(f)
Descriptions of the Transaction Documents. Each of the Transaction Documents
conform in all material respects to the description thereof contained in each of the Time of Sale
Information and the Offering Memorandum.
No Conflicts. The execution, delivery and performance by the Republic of each
(g)
Transaction Document, the issuance, sale and delivery of the Securities and compliance by the
Republic with the terms thereof and the consummation of the transactions contemplated by the
Transaction Documents will not (i) conflict with or result in a breach of any constitutional
provision, any provision of any treaty, convention, statute, law, regulation, decree, judgment, order
of any government, governmental body or court, domestic or foreign court order or similar authority
binding on the Republic, (ii) conflict with or result in a breach of any of the terms or provisions of,
or constitute a default under, any fiscal agency agreement, indenture, trust deed, mortgage or other
agreement to which the Republic is a party or by which any of the properties or assets of the
Republic are bound, including the Agreement in Principle and including Addendum A thereto, or
(iii) result in the creation of any lien or encumbrance upon such properties or assets, except, in cases
of clauses (ii) and (iii), for those violations and defaults which individually and, in the aggregate, are
not material to the Republic taken as a whole.
(h)
No Consents Required. No consent, approval, authorization, permit, order,
registration or qualification of or with any court, government or governmental agency or body or
any third party is required to be taken, fulfilled, performed or obtained in the Republic or
elsewhere (including without limitation, the obtaining of any consent, approval or license or the
making of any filing or registration) for the execution and delivery of the Transaction Documents
by the Republic, or for the issue, sale, delivery and performance of the Securities as
contemplated herein and in the Preliminary Offering Memorandum, the Time of Sate
Information, the Offering Memorandum, the consummation of the other transactions
contemplated by the Transaction Documents, and the compliance by the Republic with the terms
of the Transaction Documents, as the case may be, or for the validity or enforceability of the
Transaction Documents against the Republic except, Law 27,249, Law 27,198 approving the
Republics budget for 2016, Decree 594/2016, Resolution 137/2016, Resolution 135/2016 of the
Ministry of Treasury and Public Finance (Ministerio de Hacienday finanzas Pblicas), which
have been duly obtained and are in full force and effect on the date hereof and will be in full
force and effect on the Closing Date and a resolution of the Ministry of Treasury and Public
Finance (Ministerio de Hacienday finanzas Prthticas) or the Secretary of Finance of the
Ministry of Treasury and Public duly authorized approving the transactions contemplated herein;
provided, however, that this resolution is not required for the effectiveness of this Agreement.
(I)
Legal Proceedings. Except as described in each of the Time of Sale Information
and the Offering Memorandum, there are no pending or, after due inquiry, threatened actions or
proceedings (foreign or domestic) against or affecting the Republic or any National
Governmental Agency which, if determined adversely to the Republic or any such National
GovernmentaL Agency, would individually or in the aggregate have a materially adverse effect
on the financial condition or revenues and expenditures of the Republic or would materially
adversely affect the ability of the Republic to perform its obligations under the Transaction
Documents, or which are otherwise material in the context of the issue of the Securities. As used
herein, the term National Governmental Agency means any ministry, department, agency,
statutory body or autonomous regulatory authority (including, without limitation, the Argentine
Central Bank) of the Republic or any political subdivision thereof or therein (including, without
limitation, relating to budget approvals and exchange controls).
Taxes. There is no tax, duty, levy, impost, deduction, governmental charge or
(j)
withholding imposed by the Republic or any political subdivision or taxing authority thereof or
therein by virtue of the execution, delivery, performance or enforcement of the Transaction
Documents (except for court fees and taxes incurred in connection with enforcement
proceedings) or to ensure the legality, enforceability, validity or admissibility into evidence of
the Transaction Documents or of any other document to be furnished thereunder, and it is not
necessary that the Transaction Documents be submitted to, filed or recorded with any court or
other authority in the Republic to ensure such legality, validity, enforceability or admissibility
into evidence (except for court fees and taxes incurred in connection with enforcement
proceedings, if any).
Sanctions. The Republic will not, knowingly, use the Net Proceeds of the Offering
(k)
contemplated hereby, or lend, contribute or otherwise make available such proceeds to any other
person or entity (1) to fund any activities of or business with any person that, at the time of such
funding, is the subject of any sanctions administered by the Office of Foreign Assets Control of
the U.S. Treasury Department, the U.S. Department of Commerce, the U.S. Department of State,
the United Nations Security Council, the European Union, Her Majestys Treasury (collectively,
Sanctions), or is in Crimea, Cuba, Iran, North Korea, Sudan, or Syria or (ii) in any other
manner that wilt, in each case, result in a violation by any person (including any person participating
in the transaction, whether as initial purchaser, advisor, investor or otherwise) of Sanctions.
(1)
No MaterialAdverse Change. Subsequent to the respective dates as of which
information is given in the Time of Sale Information and the Offering Memorandum, there has not
been any material adverse change, or any event that could reasonably be expected to result in a
prospective material adverse effect in (i) the financial or economic condition of the Republic or (ii)
the ability of the Republic to perform its obligations under the Transaction Documents.
(m)
Republic s Obligations. When duly issued and authenticated and paid for by the
Initial Purchasers, the Securities will constitute direct, general, unconditional and unsubordinated
obligations of the Republic for which the full faith and credit of the Republic will have been
pledged; when issued, the Securities will rank without any preference among themselves and
equally with all other unsubordinated public external indebtedness of the Republic. It is understood
that this provision shall not be construed so as to require the Republic to make payments under the
Securities ratably with payments being made under any other public external indebtedness of the
Republic.
(n)
No Immunity. Pursuant to the waiver of immunity in Section 15(g) hereof, neither
the Republic nor any of its revenues, property or assets is entitled, in any jurisdiction to which it
has submitted to jurisdiction under Section 15(d) hereof, to sovereign or other immunity from
suit, jurisdiction of any court in such jurisdiction, set-off, attachment prior to judgment,
attachment in aid of execution ofjudgment, execution ofajudgment or from other legal process
in such courts. The waiver of immunity by the Republic contained or to be contained in the
Transaction Documents, the appointment of the process agent in the Transaction Documents, the
consent by the Republic to the jurisdiction of the courts specified in the Transaction Documents,
and provisions stating that the laws of the State of New York govern the Transaction Documents,
are irrevocably binding on the Republic to the fullest extent permitted by applicable law),
provided, however that any judgment against the Republic by a court in Argentina is capable of
being enforced in the courts of the Republic, subject to compliance with the provisions of Article
20 of Law No. 24,624, which provides that amounts due pursuant to any judicial action must be
paid out of appropriations in the national budget and provided, further, however that such waiver
shall not extend to and the Republic shall be immune in respect of and in relation to any suit,
action or proceeding in, or the enforcement of any judgment issued by, any court to which the
Republic has submitted to jurisdiction pursuant to Section 15(d) hereof against: (1) any reserves
of the Central Bank of Argentina (Banco Central de la Repblica Argentina); (ii) any property in
the public domain located in the territory of Argentina that falls within the purview of Section
234 and 235 of the Civil and Commercial Code of Argentina; (iii) any property located in or
outside the territory of Argentina that provides an essential public service; (iv) any property
(whether in the form of cash, bank deposits, securities, third party obligations or any other
methods of payment) of Argentina, its governmental agencies and other governmental entities
relating to the performance of the budget, within the purview of Sections 165 through 170 of
Law No. 11,672, Complementaria Permanente de Presupuesto (t.o. 2014); (v) any property
entitled to the privileges and immunities of the Vienna Convention on Diplomatic Relations of
1961 and the Vienna Convention on Consular Relations of 1963, including, but not limited to,
property, premises and bank accounts used by the missions of Argentina; (vi) any property used
by a diplomatic, governmental or consular mission of the Republic; (vii) taxes, duties, levies,
assessments, royalties or any other governmental charges imposed by Argentina, including the
right of Argentina to collect any such charges; (viii) any property of a military character or under
the control of a military authority or defense agency of Argentina; (ix) any property forming part
of the cultural heritage of Argentina; and (x) property protected by any applicable sovereign
immunity law. The waiver of immunity by the Republic contained in Section 15 hereof, Section
9.7 of the Indenture and Section 6(j) of the Registration Rights Agreement, and the
indemnification and contribution provisions contained in Section 7 hereof do not conflict with
Argentine law or public policy.
(o)
IMf. The Republic is a member of, and is eligible to use the general resources of,
the International Monetary Fund (the f). The IMF has not limited, pursuant to its articles of
agreement or rules and regulations, the use of the Republic of the general resources of the IMf.
Rule ]44A Eligibility. On the Closing Date, the Securities will not be of the same
(p)
class (within the meaning of Rule 144A(d)(3) under the Securities Act) as securities listed on a
national securities exchange registered under Section 6 of the U.S. Securities Exchange Act of 1934,
as amended (the Exchange Act) or quoted in an automated inter-dealer quotation system.
No General Solicitation or Directed $elling Efforts. Neither the Republic nor any
(q)
other person acting on its behalf (other than the Initial Purchasers, as to which no representation
is made) has (i) solicited offers for, or offered or sold, the Securities by means of any form of
general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or
in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities
Act or (ii) engaged in any directed selling efforts within the meaning of Regulation S, and all
such persons have complied with the offering restrictions requirement of Regulation S.
(r)
Securities Law Exemptions. Assuming the accuracy of the representations and
warranties of the Initial Purchasers contained in Section 1(b) (including Annex C hereto) and
their compliance with their agreements set forth therein, it is not necessary, in connection with
the issuance and sale of the Securities to the Initial Purchasers and the offer, resale and delivery
of the Securities by the Initial Purchasers in the manner contemplated by this Agreement, the
Time of Sale Information and the Offering Memorandum or to register the Securities under the
Securities Act.
forward-Looking Statements. No forward-looking statement (within the meaning
(s)
of Section 27A of the Securities Act and Section 21 E of the Exchange Act) included in any of
the Time of Sale Information or the Offering Memorandum has been made without a reasonable
basis or has been disclosed other than in good faith.
Listing. The Republic has applied to admit the Securities for listing on the Official
(t)
List of the Luxembourg Stock Exchange and the Mercado de Valores de Buenos Aires, S.A.
10
(Menial) and for trading on the Euro MTF Market and the Mercado Abierto Electrnico, S.A.
(MAE).
(u)
No Taxes Payable by Initial Purchasers. There are no stamp or other issuance or
transfer taxes or duties and no capital gains, income, assets tax, gross turnover tax, gift tax, tax
on debits and credits in bank accounts, withholding or other similar fees or charges required to
be paid by or on behalf of the Initial Purchasers to the Republic, or to any taxing authority
thereof or therein, as the case may be, in connection with (i)the execution and delivery of the
Transaction Documents and (ii) the holding of the securities by the Initial Purchasers and the
offer or sale of the Securities by the Republic to the Initial Purchasers and by the Initial
Purchasers to subsequent purchasers in accordance with the terms of this Agreement.
(v)
Withholding Taxes. With respect to any natural or legal person that resides outside
of Argentina and is not otherwise an Argentine resident for Argentine tax purposes or an
Argentine registered taxpayer, there is no tax, levy, deduction, charge or withholding imposed by
the Republic or any political subdivision or taxing authority thereof or therein either (i) on or by
virtue of the execution, delivery, enforcement of the Transaction Documents or (ii) any payment
to be made by the Republic hereunder or any payment in respect of any of the Securities and
sales or other transfers of the Securities effected outside Argentina by such persons are not
subject to taxes, duties, deductions, withholdings or other charges of whatever nature in the
Republic.
(w)
Legal Form. The Transaction Documents are or, upon due execution and delivery
thereof, will be, as applicable, and the Securities, upon the due execution, authentication,
issuance and delivery thereof, will be, in proper legal form under the laws of the Republic for the
enforcement thereof in the Republic against the Republic; provided, that an official translation to
Spanish of any Transaction Document to be enforced must be included in such enforcement
action.
(x)
Legal Requirements. To ensure the legality, validity, enforceability or
admissibility in evidence in Argentina of the Transaction Documents, it is not necessary that the
Transaction Documents or any other document or instrument hereunder or thereunder be
registered, recorded or filed with any court or other authority in Argentina or be notarized or that
any documentary, stamp or similar tax, imposition or charge be paid on or in respect of the
Transaction Documents, such Securities or any other document or instrument hereunder or
thereunder, other than any court tax of such amount as may apply from time to time under
applicable Argentine law in respect of the Transaction Documents or any other document or
instrument hereunder or thereunder brought before the Argentine courts.
No Restriction to Payments. There is no law or regulation of the Republic that
(y)
would restrict the Republics ability to make payment to the Initial Purchasers in U.S. dollars
outside Argentina.
Enforcement ofForeign Judgments. Except as described in the Offering
(z)
Memorandum, any final judgment for a fixed or determined sum of money rendered by any U.S.
federal or New York state court located in the State of New York having jurisdiction under its
11
own laws in respect of any suit, action or proceeding against the Republic based upon any of the
Transaction Documents would be declared enforceable against the Republic by the courts of
Argentina, without reconsideration or reexamination of the merits, subject to the following
conditions: (1) the judgment of the relevant court to be enforced shall be final and conclusive;
(ii) the jurisdiction of the courts has not been precluded by any law, order or treaty; (iii) service
of process for any proceeding against the Republic has been lawfully effected on the Republic
and was given an opportunity to defend against the foreign action; (iv) the judgment must be
valid in the jurisdiction where rendered and its authenticity must be established in accordance
with the requirements of Argentine law; (v) the judgment must not violate the principles of
public policy of Argentine law; and (vi) the judgment shall not be contrary to a prior or
simultaneous judgment of an Argentine court.
(aa) Licenses, Consents and Residence. It is not necessary under the laws of the
Republic that the Initial Purchasers be licensed, qualified or entitled to carry on business in the
Republic by reason of the execution, delivery, performance or enforcement of any of the
Transaction Documents and the Initial Purchasers will not be deemed resident, domiciled, to be
carrying on business or subject to taxation in the Republic solely by reason of the execution,
delivery, performance outside the Republic or enforcement of the Transaction Documents.
(bb) Ratings. The Republic has not been informed by either Moodys Investors
Service, Inc. (Moodys) or Standard & Poors Ratings Service (Standard & Poors) that any
of them intends or is contemplating any downgrading in any rating accorded to the Republics
debt securities to any rating category lower than 33 or B-.
(cc)
Valid Choice ofLaw. The choice of laws of the State of New York as the
governing law of the Transaction Documents is a valid choice of law under the laws of
Argentina.
(dd) Submission to Jurisdiction. The Republic has the power to submit, and pursuant
to Section 15(d) of this Agreement and Section 9.7 of the Indenture has legally, validly,
effectively and irrevocably submitted, to the exclusive jurisdiction of any U.S. federal or New
York state court located in The City of New York and the courts of the Republic; and has the
power to designate, appoint and empower, and pursuant to Section 15(d) of this Agreement and
Section 9.7 of the Indenture, has legally, validly and effectively designated, appointed and
empowered an agent for service of process in any suit or proceeding based on or arising under
this Agreement or the Indenture, as applicable, in any U.S. federal or New York state court
located in The City of New York.
(ee)
IndemnUlcation and Contribution. The indemnification and contribution
provisions set forth in Section 7 hereof do not contravene Argentine law or public policy.
Agreement in Principle. The Republic has provided to the Initial Purchasers a
(ff)
true and correct copy of the Agreement in Principle, including Addendum A thereto, and the
amounts to be wired to each of the Lead Plaintiffs in accordance with Section 2(c) conform to
the amounts set forth in Addendum A of the Agreement in Principle. Each of the Assignees is
12
either a Lead Plaintiff or the holder, or a trustee acting for the benefit of the holders, of Other
Settled Claims, as such term is defined in Addendum A to the Agreement in Principle.
4.
further Agreements of the Republic. The Republic covenants and agrees with
each Initial Purchaser that:
Delive;y of Copies. The Republic will deliver, without charge, to the Initial
(a)
Purchasers as many copies of the Preliminary Offering Memorandum, any other Time of Sale
Information, any Issuer Written Communication and the Offering Memorandum (including all
amendments and supplements thereto) as the Representatives may reasonably request at any time
prior to the Closing Date.
(b)
Offering Memorandum, Amendments or Supplements. Before finalizing the
Offering Memorandum or making or distributing any amendment or supplement to any of the
Time of Sale Information or the Offering Memorandum, the Republic will furnish to the
Representatives and counsel for the Initial Purchasers a copy of the proposed Offering
Memorandum or such amendment or supplement for review, and will not distribute any such
proposed Offering Memorandum, amendment or supplement to which the Representatives
reasonably object.
Additional Written Communications. Before using, authorizing, approving or
(c)
referring to any Issuer Written Communication, the Republic will furnish to the Representatives
and counsel for the Initial Purchasers a copy of such written communication for review and will
not use, authorize, approve or refer to any such written communication to which the
Representatives reasonably object.
(ci)
Notice to the Representatives. The Republic will advise the Representatives
promptly, and confirm such advice in writing, (i) of the issuance by any governmental or
regulatory authority of any order preventing or suspending the use of any of the Time of Sale
Information, any Issuer Written Communication or the Offering Memorandum or the initiation
or, to the knowledge of the Republic, the threatening of any proceeding for that purpose; (ii) of
the occurrence of any event at any time prior to the completion of the initial offering of the
Securities as a result of which any of the Time of Sale Information, any Issuer Written
Communication or the Offering Memorandum as then amended or supplemented would include
any untrue statement of a material fact or omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances existing when such Time of Sale
Information, Issuer Written Communication or the Offering Memorandum is delivered to a
purchaser, not misleading; and (iii) of the receipt by the Republic of any notice with respect to
any suspension of the qualification of the Securities for offer and sale in any jurisdiction or, to
the knowledge of the Republic, the initiation or threatening of any proceeding for such purpose;
and the Republic will use its reasonable best efforts to prevent the issuance of any such order
preventing or suspending the use of any of the Time of Sale Information, any Issuer Written
Communication or the Offering Memorandum or suspending any such qualification of the
Securities and, if any such order is issued, will use its best efforts to obtain as soon as possible
the withdrawal thereof.
13
(e)
Time ofSale Information. If at any time prior to the Closing Date (i) any event
shall occur or condition shall exist as a result of which any of the Time of Sale Information as
then amended or supplemented would include any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading or (ii) it is necessary to amend or
supplement the Time of Sale Information to comply with law, the Republic will immediately
notify the Initial Purchasers thereof and forthwith prepare and, subject to paragraph (b) above,
furnish to the Initial Purchasers such amendments or supplements to the Time of Sale
Information as may be necessary so that the statements in any of the Time of Sale Information as
so amended or supplemented will not, in the light of the circumstances under which they were
made, be misleading or so that any of the Time of Sale Information will comply with law.
(f)
Ongoing Compliance of the Offering Memorandum. If at any time prior to the
completion of the initial offering of the Securities by the Initial Purchasers (i) any event shall
occur or condition shall exist as a result of which the Offering Memorandum as then amended or
supplemented would include any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in the light of the circumstances existing
when the Offering Memorandum is delivered to a purchaser, not misleading or (ii) it is necessary
to amend or supplement the Offering Memorandum to comply with law, the Republic will
immediately notify the Initial Purchasers thereof and forthwith prepare and, subject to paragraph
(b) above, furnish to the Initial Purchasers such amendments or supplements to the Offering
Memorandum as may be necessary so that the statements in the Offering Memorandum as so
amended or supplemented will not, in the light of the circumstances existing when the Offering
Memorandum is delivered to a purchaser, be misleading or so that the Offering Memorandum
will comply with law.
Blue Sky Compliance. The Republic will cooperate with the Initial Purchasers in
(g)
arranging for the qualification of the Securities for offering and sale under the securities or Blue
Sky laws of such jurisdictions as the Initial Purchasers may reasonably designate, the Republic
will continue such qualifications in effect for as long as may be necessary to complete the resale
of the Securities and the Republic will promptly advise the Initial Purchasers of the receipt by the
Republic of any notification with respect to the suspension of the qualification of the Securities
for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;
provided that the Republic shall not be required to file a general consent to service of process in
any such jurisdiction, nor shall the Republic be required to take any action that would subject it
to the service of process in proceedings, other than relating to the distribution of the Securities in
any such jurisdiction where it is not now so subject.
(h)
Use ofProceeds. The Net Proceeds from the sale of the Securities will be applied
to settle claims with holders of certain outstanding bonds of the Republic. The Republic will
have no proprietary or reversionary interest in the Net Proceeds. The Republic has transferred
and assigned (and granted a first priority security interest in) the Republics right to receive the
payment of the Net Proceeds in favor of the settling claimants. A portion of the Net Proceeds
will be paid directly to those settling claimants who have obtained paripassu injunctions and
entered into agreements in principle with the Republic on or before February 29, 2016, and such
payments will be made in accordance with Section 2(c)(ii) hereof. The balance of Net Proceeds
14
will be paid to a trustee, acting under a settlement trust agreement, for the benefit of certain other
settling claimants. The payments will be made as described in each of the Time of Sale
Information and the Offering Memorandum under the heading Use of Proceeds.
(i)
Clear Market. During the period from the date hereof through and including the
Closing Date, the Republic will not, without the prior written consent of the Representatives,
offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the
Republic substantially similar to the Securities.
(j)
DTC, Euroctear and Ctearstream. The Republic will use its reasonable efforts to
assist the Initial Purchasers in arranging for the Securities to be eligible for clearance and settlement
through DTC, Euroclear and Clearstream.
(k)
No Resales by the Republic. The Republic will not, and will use its reasonable best
efforts to cause its Affiliates (as defined in Rule 144 under the Securities Act) not to, resell any of
the Securities that have been acquired by any of them, except for Securities purchased by the
Republic or any of its Affiliates and resold in a transaction registered under the Securities Act.
(I)
No Integration, Neither the Republic nor any of its Affiliates will, directly or
through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of,
any security (as defined in the Securities Act), that is or will be integrated with the sale of the
Securities in a manner that would require registration of the Securities under the Securities Act.
(m)
No General Solicitation or Directed Selling Efforts. Neither the Republic nor any
of its Affiliates or any other person acting on its or their behalf (other than the Initial Purchasers,
as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by
means of any form of general solicitation or general advertising within the meaning of Rule
502(c) of Regulation D or in any manner involving a public offering within the meaning of
Section 4(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the
meaning of Regulation 5, and all such persons will comply with the offering restrictions
requirement of Regulation S.
(n)
No Stabilization. The Republic will not take, directly or indirectly, any action
designed to or that could reasonably be expected to cause or result, under the Exchange Act, in any
stabilization or manipulation of the price of the Securities.
Exchange Listing. The Republic will use its reasonable efforts to have the
(o)
Securities admitted for listing on the Official List of the Luxembourg Stock Exchange and the
Menial and for trading on the Euro MTF Market, the alternative market of the Luxembourg
Stock Exchange and MAE, promptly after the Closing Date.
Tax Gross-Up. The Republic agrees with each of the Initial Purchasers to make
(p)
all payments to the Initial Purchasers under the Transaction Documents without withholding or
deduction for or on account of any present or future taxes, duties or other governmental charges
in the nature of a tax (including any interest, additions to tax or penalties) imposed by the
Republic, or any political subdivision or taxing authority thereof or therein or any jurisdiction
from or through which the Republic makes a payment under the Transaction Documents, each a
15
Taxing Jurisdiction, unless the Republic is compelled by law to deduct or withhold such taxes,
duties or charges. In that event, the Republic shatl pay such additional amounts as may be
necessary in order that the net amounts received after such withholding or deduction will equal
the amounts that would have been received if no withholding or deduction has been made, except
to the extent that such taxes, duties or charges (a) were imposed due to some connection of an
Initial Purchaser with the Taxing Jurisdiction other than the mere entering into of this Agreement
or receipt of payments hereunder or (b) would not have been imposed but for the failure of such
Initial Purchaser to comply with any reasonable certification, information, documentation,
identification or other reporting requirements concerning the nationality, residence, identity or
connection with the Taxing Jurisdiction if such compliance is required or imposed by law or
administrative practice as a precondition to an exemption from, or reduction in, such taxes,
duties or other charges, provided, that (i) any such certification, information, documentation,
identification, or other reporting requirements would not be materially more onerous, in form,
procedure or substance, than comparable information or other reporting requirements imposed
under U.S. tax law, regulation and administrative practice (such as IRS forms W-8BEN, W
8BEN-E, W-8ECI and W-9) and (ii) the Republic has notified the Initial Purchasers in writing of
such information or other reporting requirement at least 15 days before the applicable payment
date. The Republic further agrees to indemnify and hold harmless the Initial Purchasers against
any documentary, stamp, income, gift, gross turnover, debits and credits, capital, assets, sales,
transaction or similar issue tax, duty or other governmental charge in the nature of a tax, either
present or future, imposed by the Republic or any political subdivision or taxing authority
thereof or therein, including any interest and penalties, on the creation, holding, issue and initial
sale of the Securities, and on the execution, delivery, performance and enforcement of the
Transaction Documents.
5. Conditions of Initial Purchasers Obligations. The performance of the obligation of
each Initial Purchaser to purchase Securities on the Closing Date as provided herein is subject to
the performance by the Republic of its covenants and other obligations hereunder and to the
following additional conditions:
(a)
Representations and Warranties. The representations and warranties of the
Republic contained herein shall be true and correct on the date hereof and on and as of the
Closing Date; and the statements of the Republic and its respective officers made in any
certificates delivered pursuant to this Agreement shall be true and correct on and as of the
Closing Date.
No Downgrade. Subsequent to the earlier of (A) the Time of Sale and (B) the
(b)
execution and delivery of this Agreement, no downgrading shall have occurred in the rating
accorded to the Securities by Moodys or Standard and Poors to a rating category lower than B3
or B-, respectively.
(c)
Rating. The Republic shall use its best efforts to have the Securities rated by
Moodys and Standard and Poors as soon as practicable subsequent to the execution and
delivery of this Agreement.
16
(U)
occurred.
Disruptive Measures. No Disruptive Measure (as defined below) shall have
Disruptive Measures shall mean, subsequent to the earlier of (1) the Time of Sale and
(ii) the execution and delivery of this Agreement (A) any order (including an attachment order),
decision, judgment, precautionary measure, and/or temporary restraining/injunction order issued
by any judicial, administrative or other regulatory authority that prevents the ability of the Initial
Purchasers to subscribe for, pay, transfer and/or settle the Securities, including any such measure
that would prevent the delivery of the Securities by the Initial Purchasers to the accounts of the
purchasers of the Securities in the offering (including without limitation accounts in Clearstream
or Euroclear), (B) any discovery order, or similar formal request, requiring the Initial Purchasers
or their affiliates to make information relating to the Offering (including the documentation
related thereto) available to any person, or (C) any order issued by the United States District
Court (District Court) for the Southern District of New York or the United States Court of
Appeals for the Second Circuit reversing in whole or in part the order of the District Court dated
March 2, 2016 in the matter NML Capital, Ltd. v Republic of Argentina (08-cv-6978) and 61
related actions.
F or purposes of this Section 5(d), Disruptive Measure shall not include clause (B) of the
above definition.
(e)
Performing Public External Indebtedness. No Performing Public External
Indebtedness, as defined in the Offering Memorandum, has been accelerated in accordance with
its terms in an amount that would have a material adverse effect on the financial, economic or
fiscal condition of the Republic or its ability to perform its obligations under the Transaction
Documents.
(f)
No Material Adverse Change. Subsequent to the execution of this Agreement, no
event or condition shall have occurred or shall exist that would or would reasonably be expected
to have a material adverse effect on the revenues and expenditures or the condition (financial,
economic, political or other) of the Republic, which event or condition is not described in each of
the Time of Sale Information (excluding any amendment or supplement thereto) and the Offering
Memorandum (excluding any amendment or supplement thereto) the effect of which in the
reasonable judgment of the Representatives after consultation with the Republic would
materially impair the Initial Purchasers ability to market or distribute the Securities on the terms
and in the manner contemplated by this Agreement, the Time of Sale Information and the
Offering Memorandum.
Certificate. The Initial Purchasers shall have received a certificate of the
(g)
Republic, in English, executed by a duly qualified and authorized senior official of the Republic
who has specific knowledge of the Republics financial matters, dated the Closing Date, signed
on behalf of the Republic, to the effect that such official, or another official in the Secretariat of
finance, has carefully examined the Preliminary Offering Memorandum, the Time of Sale
Information, the Offering Memorandum, this Agreement and the Securities and that:
17
(1) the representations and warranties of the Republic contained in this Agreement
are true and correct on and as of the date hereof and on the Closing Date, and the
Republic has performed all covenants and agreements and satisfied all conditions on its
part to be performed or satisfied hereunder at or prior to the Closing Date; and
(ii) at the Closing Date, since the date hereof or since the date as of which
information is given in the Time of Sale Information and Offering Memorandum
(exclusive of any amendment or supplement thereto after the date hereof), no event or
development has occurred, and no information has become known, that, individually or
in the aggregate, has or would be reasonably likely to have a material adverse effect on
the revenues and expenditures or condition (financial, economic, political or other) of the
Republic; and which event or condition is not described in each of the Time of Sale
Information (excluding any amendment or supplement thereto) and the Offering
Memorandum (excluding any amendment or supplement thereto).
(h)
Confirmation by the Argentine Central Bank. On or prior to the Closing Date, the
Republic shall have furnished to the Representatives a copy of the confirmation by the Argentine
Central Bank issued pursuant to Section 61 of Law 24,156 and implementing regulations.
(1)
Internal Opinion ofSolicitor General (Frocurador del Tesoro de la Nacin): On
or prior to the Closing Date, the Republic shall have furnished to the Representatives a copy of
the internal opinion of the Solicitor General (Frocurador del Tesoro de la Nacin).
Resolution: On or prior to the Closing Date, the Republic shall have furnished to
G)
the Representatives a copy of a resolution of the Ministry of Treasury and Public Finance
(Ministerio de Hacienda y Finanzas Pithlicas) or of the Secretary of Finance of the Ministry of
Treasury and Public Finance (Secretario de Finanzas del Ministerio de Hacienday finanzas
Ftthlicas) duly authorized approving the consummation of the transactions contemplated hereby
in terms that are satisfactory to the Representatives at their own discretion.
(k)
Authorization Cer%flcate. The Initial Purchasers shall have received a certificate
of the Republic executed by a duly qualified senior official of the Republic substantially to the
following effect:
(1) attaching certified copies of all laws, decrees, resolutions, approvals,
authorizations, permits, consents, exemptions, licenses, opinions and other actions of or
by, an notices to or for filings or registrations with the Republic (the Applicable
Authorizations), necessary for the Republic to execute, deliver and perform the
Transaction Documents or the validity or enforceability thereof
(ii) certifying that none of such Applicable Authorizations has been amended and
that each of such Applicable Authorizations is in full force and effect;
(iii) certifying that the conditions set forth in Section 2 of Law 27,249 have been
met; and
1$
(iv) attaching an incumbency certificate issued by the Secretary or Under

Secretary of finance of the Republic, certifying as to the authority, incumbency and
specimen signatures of the persons who have executed or will execute the Transaction
Documents on behalf of the Republic.
(I)
Opinion and Negative Assurance Letter of Counsellor the Republic. Cleary
Gottlieb Steen & Hamilton LLP, counsel for the Republic, shall have furnished to the
Representatives, at the request of the Republic, their written opinion and negative assurance
letter, dated the Closing Date and addressed to the Initial Purchasers, in form and substance
reasonably satisfactory to the Representatives, to the effect set forth in Annex F hereto.
(m)
Opinion ofLocal Counsel. Bruchou, Fernndez Madero & Lombardi, Argentine
counsel for the Initial Purchasers, shall have furnished to the Representatives, its written opinion
and negative assurance letter, dated the Closing Date and addressed to the Initial Purchasers, in
form and substance reasonably satisfactory to the Representatives, with respect to such matters
as the Representatives may reasonably request.
(n)
Opinion ofSolicitor General and Negative Assurance Letter (Procurador del
Tesoro de ta Nacin). Cartos BalbIn, Solicitor General for the Republic, shall have furnished to
the Representatives, at the request of the Republic, its written opinion, dated the Closing Date
and addressed to the Initial Purchasers, in form and substance reasonably satisfactory to the
Representatives.
(o)
Opinion and Negative Assurance Letter of Counsel for the Initial Purchasers.
The Representatives shalt have received on and as of the Closing Date an opinion and negative
assurance letter, addressed to the Initial Purchasers, of Shearman & Sterling LLP, counsel for the
Initial Purchasers, with respect to such matters as the Representatives may reasonably request,
and such counsel shall have received such documents and information as they may reasonably
request to enable them to pass upon such matters.
No Legal Impediment to Issuance, The sale of the Securities shall not be enjoined
(p)
(temporarily or permanently) on the Closing Date and no stop or similar order preventing or
suspending the approval or use of the Offering Memorandum or preventing shall have been
issued, and no proceeding for such purpose shall have been initiated.
DTC, Euroctear and Ctearstream. The Securities shall be eligible for clearance and
(q)
settlement through DTC, Euroclear and Clearstream.
(r)
Process Agent. On the date hereof, the Initial Purchasers shall have received
evidence of the agreement (the Process Agent Agreement) of the person for the time being
acting as, or discharging the function of, Banco de la Nacin Argentina, to act as the process
agent of the Republic, as described in Section 15(d) hereof.
Listing. On or before the Closing Date, the Republic will have applied to admit
(s)
the Securities for listing on the Official List of the Luxembourg Stock Exchange and the Merval,
and for trading on its Euro MTF Market and the MAE.
19
(t)
Indenture, Registration Rights Agreement and Securities. The Indenture shall have
been duly executed and delivered by a duly authorized signatory of the Republic and the Trustee;
the Registration Rights Agreement shall have been duly executed and delivered by a duly
authorized signatory of the Republic and the Representatives; and the Securities shall have been
duly executed and delivered by a duly authorized signatory of the Republic and duly authenticated
by the Trustee.
(u)
Additional Documents. On or prior to the Closing Date, the Republic shall have
furnished to the Representatives such further certificates, opinions, letters, and documents as the
Representatives may reasonably request.
(v)
No Market Disruption. Subsequent to the date hereof (i) trading in securities
generally on the New York Stock Exchange, or the Nasdaq Stock Market, the Merval or the
MAE shall not have been suspended or materially limited or minimum prices shall not have been
established on any such exchange or market; (ii) trading in any securities of the Republic on any
market, exchange or in the over-the-counter market in the United States, the United Kingdom,
Argentina or elsewhere shall not have been suspended or materially limited; (iii) a banking
moratorium shall not have been declared either by Argentine, United States federal or New York
State authorities, (iv) a material disruption in commercial banking or securities settlement or
clearance services in the United States or in Europe shall not have occurred or (v) there shall not
have occurred any outbreak or escalation of major hostilities in which the United States or the
Republic is involved, any declaration of war by the Congress of the United States or the
Republic or any other substantial national or international calamity or emergency if, in the case
of clauses (iv) and (v) hereof, in the Representatives judgment, such event would make it
impractical to proceed with the completion of the offer and closing in the manner contemplated
in the Offering Memorandum.
Validity ofthe Agreement in Principle. On the Closing Date, the Agreement in
(w)
Principle shall have not been terminated, and no communication or notice, public or otherwise,
by any of the Lead Plaintiffs terminating the Agreement in Principle shall have been issued, or
no proceeding for such purpose shall have been received by the Republic.
If any of the conditions specified in this Section 5 shall not have been fulfilled when
and as provided in this Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be reasonably satisfactory (except where otherwise so
qualified) in form and substance to the Representatives and counsel for the Initial Purchasers, this
Agreement and all obligations of the Initial Purchasers hereunder may be terminated at, or at any
time prior to, the Closing Date by the Representatives. Notice of such termination shall be given to
the Republic in writing or by telephone or facsimile confirmed in writing.
The documents required to be delivered by this Section 5 will be delivered at the offices of
counsel for the Initial Purchasers, at 599 Lexington Avenue, New York, New York 10022, on the
Closing Date.
20
6.
Certain Agreements of the Initial Purchasers. Each Initial Purchaser hereby
represents and agrees severally, and not jointly, that it has not and will not use, authorize use of,
refer to, or participate in the planning for use of, any written communication that constitutes an offer
to sell or the solicitation of an offer to buy the Securities other than (i) a written communication that
contains no issuer information (as defined in Rule 433(h)(2) under the Securities Act) that was not
included in the Preliminary Offering Memorandum or the Offering Memorandum, (ii) any written
communication prepared by the Republic pursuant to Section 4(c) above, (iii) any written
communication prepared by such Initial Purchaser and approved by the Republic in advance in
writing or (iv) any written communication relating to or that contains the terms of the Securities that
is substantially consistent with the Pricing Term Sheet and/or other information included in the
Preliminary Offering Memorandum or the Offering Memorandum, including ordinary course
communications via Bloomberg and other similar written communications used by the Initial
Purchasers in connection with the marketing and distributing the transactions described in this
Agreement, in each case subject to the provisions of Section 1 hereof. The Initial Purchasers
represent, warrant and agree severally, and not jointly, that they and each of their affiliates (I) have
complied and will comply with the terms set out in Annex C hereof, (ii) will maintain the
confidentiality of, and wilt not disclose, Schedule 2 except as necessary to implement the
procedures for payment to the Assignees of the Assigned Amounts, and (iii) will provide prompt
notice to the Lead Plaintiffs, to the extent permitted by applicable law, upon becoming aware of any
attempt by any third party to place a lien upon, encumber or otherwise attach the proceeds of, or
enjoin, the Offering.
7.
Indemnification and Contribution.
(a)
Indemnification ofthe Initial Purchasers. The Republic agrees to indemnify and
hold harmless each Initial Purchaser, its affiliates, directors, officers, employees and agents and
each person, if any, who controls such Initial Purchaser within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims,
damages and liabilities (including, without limitation, legal fees and other expenses incurred in
connection with any (i) Disruptive Measure, (ii) Settlement failure, or (iii) any suit, action or
proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that
arise out of, or are based upon, any untrue statement or alleged untrue statement of a material
fact contained in the Preliminary Offering Memorandum, any of the other Time of Sale
Information, any Issuer Written Communication or the Offering Memorandum (or any
amendment or supplement thereto) or any omission or alleged omission to state therein a
material fact necessary in order to make the statements therein, in the tight of the circumstances
under which they were made, not misleading, in each case except insofar as such losses, claims,
damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with any information
relating to any Initial Purchaser furnished to the Republic in writing by or on behalf of such
Initial Purchaser through the Representatives expressly for use therein, it being understood and
agreed that the only such information furnished by or on behalf of the Initial Purchasers consists
of the information described as such in Section 7(b) hereof.
Indemnfication ofthe Republic. Each Initial Purchaser agrees, severally and not
(b)
jointly, to indemnify and hold harmless the Republic to the same extent as the indemnity set
21
forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities
that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement
or omission made in reliance upon and in conformity with any information relating to such Initial
Purchaser furnished to the Republic in writing by or on behalf of such Initial Purchaser through
the Representatives expressly for use in the Preliminary Offering Memorandum, any of the other
Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or
any amendment or supplement thereto), it being understood and agreed that the only such
information consists of the following statements in the Preliminary Offering Memorandum and
the Offering Memorandum: (1) the fourteenth paragraph under the caption Plan of Distribution
in the Preliminary Offering Memorandum and in the Offering Memorandum about price
stabilization and short positions, and (ii) the fifteenth paragraph under the caption Plan of
Distribution in the Preliminary Offering Memorandum and in the Offering Memorandum about
other relationships.
Notice and Procedures. If any suit, action, proceeding (including any Disruptive
(c)
Measure, Settlement Failure, or governmental or regulatory investigation), claim or demand shall
be brought or asserted against any person in respect of which indemnification may be sought
pursuant to either Section 7(a) or 7(b) above, such person (the Indemnified Person) shall
promptly notify the person against whom such indemnification may be sought (the
Indemnifying Person) in writing; provided, that the failure to notify the Indemnifying Person
shall not relieve it from any liability that it may have under Section 7(a) or (b) above except to the
extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses)
by such failure; and provided,further, that the failure to notify the Indemnifying Person shall not
relieve it from any liability that it may have to an Indemnified Person otherwise than under Section
7(a) or 7(b) above. If any such proceeding shall be brought or asserted against an thdemnified
Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall
retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the
consent of the Indemnified Person, be counsel to the Indemnifying Person, such consent not to
be unreasonably withheld or delayed) to represent the Indemnified Person and any others entitled
to indemnification pursuant to this Section 7 that the Indemnifying Person may designate in such
proceeding and shall pay the fees and expenses of such proceeding and shall pay the fees and
expenses of such counsel related to such proceeding. In any such proceeding, any Indemnified
Person shall have the right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the
Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has
failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified
Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal
defenses available to it that are different from or in addition to those available to the
Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded
parties) include both the Indemnifying Person and the Indemnified Person and representation of
both parties by the same counsel would be inappropriate due to actual or potential differing
interests between them. It is understood and agreed that the Indemnifying Person shall not, in
connection with any proceeding or related proceeding in the same jurisdiction, be liable for the
fees and expenses of more than one separate firm (in addition to any local counsel) for all
Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are
incurred. Any such separate firm for any Initial Purchaser, its affiliates, directors and officers
22
and any control persons of such Initial Purchaser shall be designated in writing by the
Representatives and any such separate firm for the Republic or any party indemnified pursuant to
Section 7(b) shalt be designated in writing by the Republic. The Indemnifying Person shalt not
be liable for any settlement of any proceeding effected without its written consent, but if settled
with such consent or if there be a final judgment for the ptaintiff, the Indemnifying Person agrees
to indemnify each Indemnified Person from and against any loss or liability by reason of such
settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified
Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for
fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall
be liable for any settlement of any proceeding effected without its written consent if (1) such
settlement is entered into more than 30 days after receipt by the Indemnifying Person of such
request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in
accordance with such request prior to the date of such settlement. No Indemnifying Person shall,
without the written consent of the Indemnified Person, effect any settlement of any pending or
threatened proceeding in respect of which any Indemnified Person is or could have been a party
and indemnification coutd have been sought hereunder by such Indemnified Person, unless such
settlement (x) includes an unconditional release of such Indemnified Person, in form and
substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are
the subject matter of such proceeding and (y) does not include any statement as to or any
admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.
(d)
Contribution. If the indemnification provided for in Sections 7(a) or 7(b) above is
unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or
liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of
indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable
by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits received by the Republic on the one
hand and the Initial Purchasers on the other from the offering of the Securities or (ii) if the
allocation provided by clause (i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative
fault of the Republic on the one hand and the Initial Purchasers on the other in connection with
the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as
any other relevant equitable considerations. The relative benefits received by the Republic on
the one hand and the Initial Purchasers on the other shall be deemed to be in the same respective
proportions as the Net Proceeds (before deducting expenses) received by the Republic from the
sale of the Securities and the total discounts and commissions received by the Initial Purchasers
in connection therewith, as provided in this Agreement, bear to the aggregate offering price of
the Securities. The relative fault of the Republic on the one hand and the Initial Purchasers on
the other shall be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Republic or by the Initial Purchasers and the parties
relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission. For purposes of this Section 7(d), each director, officer, employee,
affiliate and agent of an Initial Purchaser and each person, if any, who controls an Initial
Purchaser within the meaning of the Securities Act and the Exchange Act shall have the same
rights to contribution as such Initial Purchaser.
23
(e)
Limitation on Liability. The Republic and the Initial Purchasers agree that it
would not be just and equitable if contribution pursuant to this Section 7 were determined by p
rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by
any other method of allocation that does not take account of the equitable considerations referred
to in Section 7(d) above. The amount paid or payable by an Indemnified Person as a result of the
losses, claims, damages and liabilities referred to in Section 7(d) above shalt be deemed to
include, subject to the limitations set forth above, any legal or other expenses reasonably
incurred by such Indemnified Person in connection with any such action or claim.
Notwithstanding the provisions of this Section 7, in no event shall an Initial Purchaser be
required to contribute any amount by which the total discounts and commissions received by
such Initial Purchaser with respect to the offering of the Securities exceeds the amount of any
damages that such Initial Purchaser has otherwise been required to pay by reason of untrue or
alleged untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation. The
Initial Purchasers obligations to contribute pursuant to this Section 7 are several in proportion to
their respective purchase obligations hereunder and not joint.
(f)
Non-Exclusive Remedies. The remedies provided for in this Section 7 are not
exclusive and shall not limit any rights or remedies that may otherwise be available to any
Indemnified Person at law or in equity.
For purposes of this Section 7, Settlement failure shall mean any loss suffered by an
Indemnified Person in connection with carrying out the settlement payment mechanism in the
Agreement in Principle.
8.
Termination. This Agreement may be terminated by the Representatives if the
conditions set forth in Section 5 are not met and have not been waived or, in the sole discretion
of the Representatives, by notice to the Republic, if after the execution and delivery of this
Agreement and on or prior to the Closing Date (i) trading in securities generally on the New
York Stock Exchange or the Nasdaq Stock Market, the Merval or the MAE shall have been
suspended or materially limited or minimum prices shalt not have been established on any such
exchange or market; (ii) trading in any securities of the Republic on any market, exchange or in
the over-the-counter market in the United States, the United Kingdom, Argentina or elsewhere
shall not have been suspended or materially limited; (iii) a banking moratorium shall not have
been declared either by Argentine, United States federal or New York State authorities, (iv) a
material disruption in commercial banking or securities settlement or clearance services in the
United States or in Europe shall not have occurred or (v) there shall not have occurred any
outbreak or escalation of major hostilities in which the United States or the Republic is involved,
any declaration of war by the Congress of the United States, or the Republic or any other
substantial national or international calamity or emergency if, in the case of clauses (iv) and (v)
hereof, in the Representatives judgment, such event would make it impractical to proceed with
the completion of the offer and closing in the manner contemplated in the Offering
Memorandum.
9.
Defaulting Initial Purchaser.
24
(a)
If, on the Closing Date, any Initial Purchaser defaults on its obligation to purchase
the Securities that it has agreed to purchase hereunder, the non-defaulting Initial Purchasers may in
their discretion arrange for the purchase of such Securities by other persons satisfactory to the
Republic on the terms contained in this Agreement. If, within 36 hours after any such default by
any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such
Securities, then the Republic shall be entitled to a further period of 36 hours within which to procure
other persons satisfactory to the non-defaulting Initial Purchasers to purchase such Securities on
such terms. If other persons become obligated or agree to purchase the Securities of a defaulting
Initial Purchaser, either the non-defaulting Initial Purchasers or the Republic may postpone the
Closing Date for up to five full business days in order to effect any changes that in the opinion of
counsel for the Republic or counsel for the Initial Purchasers may be necessary in the Time of Sale
Information, the Offering Memorandum or in any other document or arrangement, and the Republic
agrees to promptly prepare any amendment or supplement to the Time of Sale Information or the
Offering Memorandum that effects any such changes. As used in this Agreement, the term Initial
Purchaser includes, for all purposes of this Agreement unless the context otherwise requires, any
person not listed in Schedule I hereto that, pursuant to this Section 9, purchases Securities that a
defaulting Initial Purchaser agreed but failed to purchase.
Notwithstanding the procedures described in Section 10(a) above, in the event that,
(b)
following a default by any Initial Purchaser on its obligations to purchase the Securities, the
aggregate principal amount of unpurchased Securities does not exceed one-tenth of the aggregate
principal amount of all the Securities, then the Republic shall have the right on the Closing Date to
require each non-defaulting Initial Purchaser to purchase the principal amount of Securities that
such Initial Purchaser agreed to purchase hereunder plus such Initial Purchasers p j share
(based on the principal amount of Securities that such Initial Purchaser agreed to purchase
hereunder) of the Securities of such defaulting Initial Purchaser or Initial Purchasers for which such
arrangements have not been made.
(c)
If, after giving effect to any arrangements for the purchase of the Securities of a
defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the
Republic as provided in Section 9(a) above, the aggregate principal amount of such Securities that
remains unpurchased exceeds one-tenth of the aggregate principal amount of all the Securities, or if
the Republic shall not exercise the right described in Section 9(b) above, then this Agreement shall
terminate without liability on the part of the non-defaulting Initial Purchasers. Any termination of
this Agreement pursuant to this Section 9 shall be without liability on the part of the Republic,
except that the provisions of Section 7 hereof shall not terminate and shall remain in effect in
respect of the non-defaulting Initial Purchasers.
(d)
Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it
may have to the Republic or any non-defaulting Initial Purchaser for damages caused by its default.
10.
Payment of Expenses.
If the transactions contemplated by this Agreement are consummated, the

(a)
Republic agrees to pay or cause to be paid all costs and expenses incident to the performance of
its respective obligations hereunder, including without limitation, (i) the costs incident to the
25
authorization. issuance, sale, preparation and delivery of the Securities and the Exchange Securities
and any taxes payable in that connection; (ii) the costs incident to the preparation and printing of the
Preliminary Offering Memorandum, any other Time of Sale Information, any issuer Written
Communication and the Offering Memorandum (including any amendment or supplement thereto)
and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction
Documents; (iv) the fees and expenses of the respective counsels (including local and international
counsel) and any other experts or advisers retained for the Republic and the Initial Purchasers
(subject to the limit set forth in Schedule 3 hereto); (v) the reasonable fees and expenses incurred in
connection with the registration or qualification and determination of eligibility for investment of
the Securities and the Exchange Securities under the laws of such jurisdictions as the
Representatives may designate and the preparation, printing and distribution of a Blue Sky
Memorandum (including the related fees and expenses of counsel for the Initial Purchasers)
(subject to the limits set forth in Schedule 3 hereto); (vi) any fees charged by rating agencies for
rating the Securities and the Exchange Securities; (vii) the fees and expenses of the Trustee and any
paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses
and application fees incurred in connection with the approval of the Securities and the Exchange
Securities for book-entry transfer by DTC; (ix) all expenses incurred exclusively by the Republic
in connection with any road show presentation to potential investors; and (x) all expenses and
application fees related to the listing of the Securities and the Exchange Securities and the Merval
on the Euro MTF Market of the Luxembourg Stock Exchange and for trading on the MAE.
If the Republic for any reason fails to tender the Securities for delivery to the initial
(b)
Purchasers the Republic agrees to reimburse the Initial Purchasers for all out-of-pocket costs and
expenses (including the fees and expenses of their counsel up to such amount as set forth in
Schedule 3 hereto) reasonably incurred and documented by the Initial Purchasers in connection
with this Agreement and the offering contemplated hereby.
Persons Entitled to Benefit of Agreement. This Agreement shall inure to the
11.
benefit of and be binding upon the parties hereto and their respective successors and the officers
and directors and any controlling persons referred to herein, and the affiliates of each initial
Purchaser referred to in Section 7 hereof. Nothing in this Agreement is intended or shall be
construed to give any other person any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision contained herein. No purchaser of Securities from
any Initial Purchaser shall be deemed to be a successor merely by reason of such purchase.
Survival. The respective indemnities and rights of contribution set forth in Section 7
12.
and representations and warranties and obligations of the Republic under Sections 3 and 10 hereof
of the Republic and of the initial Purchasers contained in this Agreement or made by or on behalf of
the Republic or the Initial Purchasers pursuant to this Agreement or any certificate delivered
pursuant hereto shall survive the delivery of and payment for the Securities and shall remain in full
force and effect, regardless of any termination of this Agreement or any investigation made by or on
behalf of the Republic or the Initial Purchasers.
Certain Defined Terms. For purposes of this Agreement, (a) except where
13.
otherwise expressly provided, the term affiliate has the meaning set forth in Rule 405 under the
Securities Act; (b) the term business day means any day other than a day on which banks are
26
permitted or required to be closed in New York City; and (c) the term written communication
has the meaning set forth in Rule 405 under the Securities Act.
14.
Compliance with USA Patriot Act. In accordance with the requirements of the
USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Initial
Purchasers are required to obtain, verify and record information that identifies their respective
clients, including the Republic, which information may include the name and address of their
respective clients, as well as other information that will allow the Initial Purchasers to properly
identify their respective clients.
15.
Miscellaneous.
(a)
Authority of the Representatives. Any action by the Initial Purchasers hereunder
may be taken by Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., J.P. Morgan
Securities LLC and Santander Investment Securities Inc. on behalf of the Initial Purchasers, and
any such action taken by Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., J.P.
Morgan Securities LLC and Santander Investment Securities Inc. shall be binding upon the
Initial Purchasers.
(b)
Notices. All notices and other communications hereunder shall be in writing and
shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard
form of telecommunication. Notices to the Initial Purchasers shall be given to the
Representatives do Deutsche Bank Securities Inc., 60 Wall Street, New York, New York 10005;
Attention Latin America Debt Capital Markets, with a copy at the same address to attention of
the General Counsel, 36th Floor (fax: 212-797-456!), do HSBC Securities (USA) Inc., 452 Fifth
Avenue, New York, New York 1001$; Attention: DCM Transaction Management Group, Tel:
(212)525-3652 (fax: 212 525-0238), J.P. Morgan Securities LLC, 383 Madison Avenue, New
York, New York 10179 (fax: 212-834-6326); Attention: Latin American Debt Capital Markets,
and do Santander Investment Securities Inc., 45 East 53 street, New York, New York 10022;
Attention: Debt Capital Markets (fax: 212-407-0430). Notices to the Republic shall be given to
it at: Republic of Argentina, Ministry of the Treasury and Public Finance, Hiplito Yrigoyen
250, Piso 10, Oficina 1029, 1310 Buenos Aires, Argentina; Attention Santiago Bausili, Under
Secretary of Finance, with a copy (which shall not constitute notice) to Cleary Gottlieb Steen &
Hamilton LLP, One Liberty Plaza, New York, New York 10006 (fax: (212) 225-3999) Attention:
Andrs de Ia Cruz.
(c)
Governing Law. This Agreement and any claim, controversy or dispute arising
under or related to this Agreement shall be governed by and construed in accordance with the
laws of the State of New York.
(d)
Submission to Jurisdiction. To the fullest extent permitted by applicable law, the
Republic hereby irrevocably submits to the exclusive jurisdiction of the U.S. federal and New
York state courts in the Borough of Manhattan in The City of New York and the courts of the
Republic (each, a Specified Court) in any suit or proceeding arising out of or relating to this
Agreement or the transactions contemplated hereby (a Related Proceeding). The Republic
irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any
27
objection which it may now or hereafter have to Related Proceedings brought in a Specified
Court (excluding, for the avoidance of doubt, such actions, suits or proceedings relating to
securities laws of the United States or any state thereof), whether on the grounds of venue,
residence or domicile or on the ground that the Related Proceedings have been brought in an
inconvenient forum. The Republic agrees that final judgment in any such suit, action or
proceeding brought in such court shall be conclusive and binding upon the Republic, as
applicable, and may be enforced in any court to the jurisdiction of which the Republic, as
applicable, is subject by a suit upon such judgment. The Republic irrevocably appoints Banco de
Ia Nacin Argentina, at its office located at 225 Park Avenue, New York, New York, 10169, and,
if such person is not maintained by the Republic as its agent for such purpose, the Republic will
appoint CT Corporation System, as its authorized agent in the Borough of Manhattan in The City
of New York upon which process may be served in any such suit or proceeding, and agrees that
service of process upon such authorized agent, and written notice of such service to the Republic,
as the case may be, by the person serving the same to the address provided in this Section 15,
shall be deemed in every respect effective service of process upon the Republic in any such suit
or proceeding. The Republic hereby represents and warrants that such authorized agent has
accepted such appointment and has agreed to act as such authorized agent for service of process.
The Republic further agrees to take any and all action as may be necessary to maintain such
designation and appointment of such authorized agent in full force and effect for a period of five
years from the date of this Agreement. For the avoidance of doubt, this Section 15(d) shall
survive the delivery of and payment for the Securities and shall remain in full force and effect,
regardless of any termination of this Agreement or any investigation made by or on behalf of the
Republic or the Initial Purchasers.
Notwithstanding anything contained herein to the contrary, neither such appointment of
an authorized agent nor the waiver of immunity set forth in paragraph (g) below shall be
interpreted to include suits, actions or proceedings brought under the U.S. federal securities laws
or state securities laws.
(e)
Waiver ofJury Trial. Each of the parties hereto hereby waives any right to trial
by jury in any suit or proceeding arising out of or relating to this Agreement.
(f)
Judgment Currency. To the fullest extent permitted by law, the obligation of the
Republic in respect of any amount due under this Agreement shall, notwithstanding any payment
in any currency other than U.S. dollars (whether pursuant to a judgment or otherwise), be
discharged only to the extent of the amount in the relevant currency that the party entitled to
receive such payment may, in accordance with its normal procedures, purchase with the sum
paid in such other currency (after any premium and costs of exchange) on the business day
immediately following the day on which such party receives such payment. If the amount in the
relevant currency that may be so purchased for any reason falls short of the amount originally
due, Argentina shall pay such additional amounts, in the relevant currency, as may be necessary
to compensate for the shortfall. Any obligation of the Republic not discharged by such payment
shall, to the fullest extent permitted by applicable law, be due as a separate and independent
obligation and, until discharged as provided herein, shall continue in full force and effect. The
Republic agrees to indemnify each Initial Purchaser, its directors, officers, affiliates and each
person, if any, who controls such Initial Purchaser within the meaning of Section 15 of the
28
Securities Act or Section 20 of the Exchange Act, against any loss incurred as a result of any
judgment or order being given or made for any amount due in connection with this Agreement
and any such judgment or order being expressed and paid in a currency (the Judgment
Currency) other than U.S. dollars and as a result of any variation as between (i) the rate of
exchange at which the U.S. dollar amount is converted into the Judgment Currency for the
purpose of such judgment or order, and (ii) the rate of exchange at which such indemnified
person is able to purchase U.S. dollars with the amount of the Judgment Currency actually
received by the indemnified person. The foregoing indemnity shall constitute a separate and
independent obligation of the Republic and shall continue in full force and effect
notwithstanding any such judgment or order as aforesaid. The term rate of exchange shall
include any premiums and costs of exchange payable in connection with the purchase of, or
conversion into, the relevant currency.
The Republic agrees that Section 765 of the Argentine Civil and Commercial Code is not
applicable to this Agreement and any of the Transaction Documents.
Waiver ofImmunity. (i) To the extent that the Republic or any of its revenues,
(g)
assets or properties shalt be entitled, in any jurisdiction in which any Specified Court is located,
in which any Related Proceeding may at any time be brought against it or any of its revenues,
assets or properties, or in any jurisdiction in which any Specified Court is located in which any
suit, action or proceeding may at any time be brought for the purpose of enforcing or executing
any final non-appealable judgment in any Related Proceeding (a Related Judgment), to any
immunity from suit, from jurisdiction of any such court, from set-off, from attachment prior to
judgment, from attachment in aid of execution ofjudgment, from execution of a judgment or
from any other legal or judicial process or remedy, and to the extent that in any such jurisdiction
there shall be attributed such an immunity, the Republic hereby irrevocably waives such
immunity, to the fullest extent permitted by the laws of such jurisdiction, including the Federal
Sovereign Immunities Act of 1976, in respect of its obligations under this Agreement, the
Indenture and the Registration Rights Agreement except for actions arising out of or based on the
U.S. federal securities laws or any state securities laws for which the Republic reserves the right
to plead sovereign immunity under the Federal Sovereign Immunities Act of 1976; provided,
however, that the above exception shall not in any way limit the ability of the Initial Purchasers
to exercise the rights of indemnification and contribution from the Republic set forth in Section 6
hereof and provided, further, that such waiver of immunity shalt not extend to, and the Republic
shall be immune in respect of and in relation to any suit, action or proceeding or enforcement of
any Related Judgment against: (i) any reserves of the Central Bank of Argentina (Banco Central
de Ia Repblica Argentina); (ii) any property in the public domain located in the territory of
Argentina that falls within the purview of Section 234 and 235 of the Civil and Commercial
Code of Argentina; (iii) any property located in or outside the territory of Argentina that provides
an essential public service; (iv) any property (whether in the form of cash, bank deposits,
securities, third party obligations or any other methods of payment) of Argentina, its
governmental agencies and other governmental entities relating to the performance of the budget,
within the purview of Sections 165 through 170 of Law No. 11,672, Complementaria
Permanente de Presupuesto (t.o. 2014); (v) any property entitled to the privileges and
immunities of the Vienna Convention on Diplomatic Relations of 1961 and the Vienna
Convention on Consular Relations of 1963, including, but not limited to, property, premises and
29
bank accounts used by the missions of Argentina; (vi) any property used by a diplomatic,
governmental or consular mission of the Republic; (vii) taxes, duties, levies, assessments,
royalties or any other governmental charges imposed by Argentina, including the right of
Argentina to collect any such charges; (viii) any property of a military character or under the
control of a military authority or defense agency of Argentina; (ix) any property forming part of
the cultural heritage of Argentina; and (x) property protected by any applicable sovereign
immunity law.
(ii) The Republic hereby irrevocably waives, to the fullest extent permitted by
law, any requirement or other provision of law, rule, regulation or practice which requires or
otherwise establishes as a condition to the institution, prosecution or completion of any
action or proceeding (including appeals) arising out of or relating to this Agreement, the
Securities, the Indenture, the Registration Rights Agreement, the Offering Memorandum, the
Time of Sale Information and the Offering Memorandum, the posting of any bond or the
furnishing, directly or indirectly, of any other security.
(h)
Counterparts. This Agreement may be signed in counterparts (which may include
counterparts delivered by any standard form of telecommunication), each of which shall be an
original and all of which together shall constitute one and the same instrument.
(i)
Amendments or Waivers. No amendment or waiver of any provision of this
Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective
unless the same shall be in writing and signed by the parties hereto.
Severability. In case any provision in or obligation under this Agreement shall be
(j)
invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the
remaining provisions or obligations, or of such provision or obligation in any other jurisdiction,
shall not in any way be affected or impaired thereby.
Headings. The headings herein are included for convenience of reference only and are not intended
to be part of, or to affect the meaning or interpretation of, this Agreement.
30
If the foregoing is in accordance with your understanding, please indicate your

acceptance of this Agreement by signing in the space provided below.
Very truly yours,
THE REPUBLIC Of ARGENTINA
/
Name:
Title:
[Signature Page
Purchase Agreement Settlement)

-
DEUTSCHE BANK SECURITIES INC.

for itself and on behalf of the
several Initial Purchasers listed
in Schedule I hereto.
By_________
Namg ncrc
Title: MG
)tr ticec+or
Title: D1cc.,%r
[Signature Page
Purchase Agreement Settlementj

-
HSI3Q S1CtJRITIES (USA) INC.

For itself and on behalf of the
in Schedule 1 hereto.
By
Name:
Title:
Diane Kenna
Managing Director
[Signature Page
Purchase Agreement Settlementi

-
J.P. MORGAN SECURITIES LLC

For itself and on behalf of the
several Initia Pur hasers listed
in Sehedu1 h eta
Name:
[Signature Page
Purchase Agreement Settlement]

-
SANTANDER INVESTMENT SECURITIES INC.

for itself and on behalf of the
in Schedule 1 hereto.
By
NarneRichard N. Zoi1I
Senior Vice President
Title:
c
3y
Name:
Title:
V
Vt/,crt4
[Signature Page
Purchase Agreement Settlement]

-
Schedule 1
Series A
Initial Purchasers
Deutsche Bank Securities Inc
Principal Amount
of the Series A
Securities
US$296,780,000
HSBC Securities (USA) Inc
$296,780,000
$296,780,000
Santander Investment Securities Inc
$296,780,000
BBVA Securities Inc
$124,960,000
Citigroup Global Markets Inc
$124,960,000
UBS Securities LLC
$124,960,000
Total
US$1,562,000,000
Series B
Initial Purchasers
Principal Amount of
the Series B
Securities
US$485,640,000
$485,640,000
$485,640,000
$485,640,000
BBVA Securities Inc
$204,480,000
$204,480,000
UBS Securities LLC
$204,480,000
Total
US$2,556,000,000
Series C
Initial Purchasers
Principal Amount
of the Series C
Securities
US$701,480,000
$701,480,000
$701,480,000
$701,480,000
BBVA Securities Inc
$295,360,000
$295,360,000
UBS Securities LLC
$295,360,000
Total
$3,692,000,000
Series D
Initial Purchasers
Principal Amount
of the Series D
Securities
US$296,780,00
$296,780,000
$296,780,000
$296,780,000
BBVA Securities Inc
$124,960,000
$124,960,000
UBS Securities LLC
$124,960,000
Total
$1,562,000,000
Schedule 2
Number
Name of Assignee
Account Name
Institution
Receiving
Payment
Assigned Amount
(USD or Euros)
NML Capital, Ltd
U.S.$2,426,610,45$.O0
Aurelius Capital
Master, Ltd
U.S.$434,476,042.00
ACP Master, Ltd.
U.S.$108,711,975.00
Aurelius
Opportunities fund
II, LLC
U.S.$134,225,451.00
Aurelius Capital
Partners, LP
U.S.$169, 141,371.00
Blue Angel Capital I

LLC
U.S.$41 1,425,409.00
Olifant Fund, Ltd.
U.S.$70,990,50 1.00
Redacted
Number
Name of Assignee
Assigned Amount
(USD or Euros)
Account Name
Institution
Receiving
Payment
Kedacted
fYI Ltd.
U.S.$366,407,062.00
ff1 fund Ltd.
U.S.$550,603,782.00
10
EM Limited
U.S.$849,201,747.00
11
Procella Holdings,
LP.
U.S.$37,$66,8 14.00
12
VR Global Partners,
LP.
U.S.$35,508,705.00
13
Montreux Partners,
LP
U.S.$308,560,843.00
14
Capital Ventures
International
U.S.$221,$33,952.53
15
Lorin Capital Master

fund LP
U.S.$73 9,265.26
Number
Name of Assignee
Assigned Amount
(USD or Euros)
Account Name
Institution
Receiving
Payment
Redacted
16
Clarex Limited
U.S.$1 10,468,850.45
17
Lightwater
Corporation Limited
U.S.$9,634,370.00
18
Old Castle Holdings,

Ltd.
U.S.$963,437.00
19
Paoto Ercolani
U.S.$ 1,008,964.4$
20
Rafael Leopotdo
Settin Lando
U.S.$3,235,439.00
21
The Bank of New

York Mellon, in its
capacity as
Settlement Trustee
under that certain
Settlement Trust
Agreement dated as
of April 22, 2016
U.S.$975,496,855.30
1,829,623,670.00
Schedule 3
Expenses
Roadshow
To be invoiced
Counsel fees and expenses
To be invoiced
Printing and reproduction
To be invoiced
Rating Agencies
To be invoiced
Trustee fees and expenses
To be invoiced
Listings
To be invoiced
DTC fees and expenses
To be invoiced
ANNEX A
a.
Additional Time of Sale Information
1.
Pricing Term Sheet
ANNEX B
Pricing Term Sheet, dated April 19, 2016
to Preliminary Offering Memorandum dated April 11,2016
Strictly Confidential
THE REPUBLIC OF ARGENTINA

U.S.S
U.S.S
U.S.$
U.S.$
1,562,000,000
2,556,000,000
3,692,000,000
1,562,000,000
6.250%
6.875%
7.500%
7.625%
Bonds
Bonds
Bonds
Bonds
Due 2019
Due 2021
Due 2026
Due 2046
Pricing Term Sheet

April 19, 2016
Issuer
The Republic of Argentina
Format
I 44A / Reg S with the benefit of a Registration

Rights Agreement
Settlement Date
April 22, 2016
Pricing Date
April 19, 2016
Minimum Denominations
U.S.$150,000 and integral multiples ofU.S.$1,000

in excess thereof.
Expected Listing / Trading
Luxembourg Euro MTF / Merval / MAE
Expected Ratings
33 by Moodys and B- by Standard & Poors
Governing Law
State of New York
Global Coordinators and Joint Bookrunners

Joint Bookrunners
BBVA Securities Inc.

Citigroup Global Markets Inc.
UBS Securities LLC
Clearing
DTC/Euroclear/Clearstream
Use of Proceeds
Net proceeds from the offering will be applied to

settle claims of holders of Untendered Debt of the
Republic in compliance with the Debt
Authorization Law.
Recent Developments
On April 13, 2016, the United States Court of

Appeals for the Second Circuit (the Second
Circuit) ruled from the bench affirming the March
2, 2016 order of the United States District Court for
the Southern District of New York (the District
Court) vacating the so called pari-passu
NYDOCSOI/165962$.3
injunctions upon the District Courts verification

that the conditions precedent set forth in the March
2, 2016 order have been met. On April 14, 2016,
the Second Circuit issued an order affirming its
bench ruling, and on April 15, 2016 it issued a
further summary order providing the reasoning for
its ruling and also issued the mandate returning the
case to the District Court.
Series A
Title of Securities
6.250% Bonds Due 2019
Principal Amount
U.S.$ 1,562,000,000
Maturity Date
April 22, 2019
Coupon Rate
6.250% per annum
Price to Public
100.000%, pIus accrued interest, if any, from April

22, 2016
Yield to Maturity
6.250%
Spread to Benchmark Treasury
+532.7bps
Benchmark Treasury
UST 0.875% due April 15, 2019
Benchmark Treasury Spot and Yield
99-27+ 0.923%
Gross Proceeds to the Issuer
U.S.$ 1,562,000,000
Interest Payment Dates
Payable semi-annually in arrears on April 22 and

October 22 of each year.
First Interest Payment Date
October 22, 2016
ISIN/CUSIP
Reg S ISIN USP04808AG92

Reg S CUSIP P04808 AG9
Rule 144A ISIN USO4OI 14GZ77
Rule 144A CUSIP 040114 GZ7
Series B
Title of Securities
6.875% Bonds Due 2021
Principal Amount
U.S.$ 2,556,000,000
NYDOCSOI/1659628.3
Maturity Date
April 22, 2021
Coupon Rate
6.875% per annum
Price to Public
100.000%, pIus accrued interest, if any, from April

22, 2016
Yield to Maturity
6.875%
+562.0bps
Benchmark Treasury
UST 1.250% due March 31, 2021
99-31 1/411.255%
U.S.$ 2,556,000,000

October 22, 2016
ISIN/CUSIP
Reg S ISIN USP04808AA23

Reg S CUSIP P04808 AA2
Rule 144A ISIN USO4OI 14GQ78
Rule 144A CUSIP 040114 GQ7
Series C
Title of Securities
7.500% Bonds Due 2026
Principal Amount
U.S.$ 3,692,000,000
Maturity Date
April 22, 2026
Coupon Rate
7.500% per annum
Price to Public
100.000%, plus accrued interest, if any, from April

22, 2016
Yield to Maturity
7.500%
+571.1bps
Benchmark Treasury
UST 1.625% due February 15, 2026
98-17 11.789%
U.S.$ 3,692,000,000
NYDOCSOI/1659628.3

October 22, 2016
ISIN/CUSIP
Reg S ISIN USP04808AC88

Reg S CUSIP P04808 AC8
Rule 144A ISIN USO4OI 14GS35
Rule 144A CUSIP 040114 GS3
Series D
Title of Securities
7.625% Bonds Due 2046
Principal Amount
U.S.$ 1,562,000,000
Maturity Date
April 22, 2046
Coupon Rate
7.625% per annum
Price to Public
95.758%, plus accrued interest, if any, from April

22, 2016
Yield to Maturity
8.000%
+541.3bps
Benchmark Treasury
UST 3.000% due November 15, 2045
108-16 2.587%
U.S.$ 1,495,739,960

October 22, 2016
ISIN/CUSIP
Reg S ISIN USPO48O8AE45

Reg S CUSIP P04808 AE4
Rule 144A ISIN USO4OI 14GU80
Rule 144A CUSIP 040114 GU8
(1)
A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or
withdrawal at any time.
The information in this pricing term sheet supplements the Issuers preliminary offering memorandum,
dated April II, 2016 (the Preliminary Offering Memorandum) and supersedes the information in the
Preliminary Offering Memorandum to the extent inconsistent with the information in the Preliminary
NYDOCSO 1/1659628.3
Offering Memorandum. This pricing term sheet is qualified in its entirety by reference to the Preliminary
Offering Memorandum. Terms used herein but not defined herein shall have the respective meanings as
set forth in the Preliminary Offering Memorandum.
This communication is intended for the sole use of the person to whom it is provided by the sender. This
notice shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of
the securities in any state orjurisdiction in which such offer, solicitation or sale would be unlawful. The
securities have not been registered under the Securities Act of 1933, as amended (the Securities Act).
The securities may not be offered or sold within the United States or to U.S. persons except to qualified
institutional buyers in reliance on the exemption from registration provided by Rule I 44A and to certain
non U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act. You are
hereby notified that sellers of the securities may be relying on the exemption from the provisions of
Section 5 of the Securities Act provided by Rule 144A. Before you invest, you should read the
Preliminary Offering Memorandum as supplemented by this pricing term sheet.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT
APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH
DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A
RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER
EMAIL SYSTEM.
NYDOCSOI/1659628.3
ANNEX C
Restrictions on Offers and Sales Outside the United States
In connection with offers and sales of Securities outside the United States:
(a)
Each Initial Purchaser acknowledges that the Securities have not been registered
under the Securities Act and may not be offered or sold within the United States or to, or for the
account or benefit of, U.S. persons except pursuant to an exemption from, or in transactions not
subject to, the registration requirements of the Securities Act.
(b)
Each Initial Purchaser, severally and not jointly, represents, warrants and agrees
that:
(1)
Such Initial Purchaser has offered and sold the Securities, and will offer
and sell the Securities, (A) as part of their distribution at any time and (B) otherwise until
40 days after the later of the commencement of the offering of the Securities and the
Closing Date, only in accordance with Regulation S under the Securities Act
(Regulation 5) or Rule I 44A or any other available exemption from registration under
the Securities Act.
(ii)
None of such Initial Purchaser or any of its affiliates or any other person
acting on its or their behalf has engaged or will engage in any directed selling efforts with
respect to the Securities, and all such persons have complied and will comply with the
offering restrictions requirement of Regulation S.
(iii)
Such Initial Purchaser has not and will not enter into any contractual
arrangement with any distributor with respect to the distribution of the Securities, except
with its affiliates or with the prior written consent of the Republic.
Terms used in paragraph (a) and this paragraph (b) and not otherwise defined in this Agreement
have the meanings given to them by Regulation S.
(c)
Each Initial Purchaser acknowledges that no action has been or will be taken by
the Republic that would permit a public offering of the Securities, or possession or distribution of
any of the Time of Sale Information, the Offering Memorandum, any Issuer Written
Communication or any other offering or publicity material relating to the Securities, in any
country or jurisdiction where action for that purpose is required.
ANNEX D
Agreement in Principle
[The Agreement in Principle begins on the next page.]

Case 1:14-cv-08630-TPG Document 65 FUeU 03/03/16 Page 1 of 23
FRIEDMAN
KAPLAN
EDWARD A. FRIEDMAN
IPLD
SLR &
ADFUANLP
eftiedman@fklaw.com
212.833.1102
March 3, 2016
BY ECF
United States District Judge
Daniel Patrick Moynihan Courthouse
500 Pearl Street
New York, NY 10007-1312
Re:
NML Capital, Ltd. v. The Republic ofArgentina

Nos. 08 Civ. 6978, 09 Civ. 1707, 09 Civ. 1708, 14 Civ. $601,
14 Civ. 898$
Aurelius Capital Master, Ltd. v. The Republic ofArgentina
Nos. 09 Civ. 8757, 09 Civ. 10620, 10 Civ. 3970, 10 Civ. 8339
Aurelius Opportunities fund II, LLC v. The Republic ofArgentina
Nos. 10 Civ. 1602, 10 Civ. 3507
Aurelius Capital Partners, LP v. The Republic ofArgentina
No. 14 Civ. 8946
Blue Angel Capital I LLC v. The Republic ofArgentina
Nos. 10 Civ. 4101, 10 Civ. 4782, 14 Civ. $947
Olfant Fund, Ltd. v. The Republic ofArgentina
No. 10 Civ. 9587
Ff1 Fund, Ltd. v. The Republic ofArgentina
No. 14 Civ. $630
Dear Judge Griesa:

We represent plaintiffs Aurelius Capital Master, Ltd., Aurelius Opportunities
Fund II, LLC, ACP Master, Ltd., Aurelius Capital Partners, LP, and Blue Angel Capital I
LLC, and write on behalf of all the plaintiffs in the above-captioned actions to provide the
Court with a copy of the Agreement in Principle referenced in my letter of yesterday
afternoon. Certain pages with information not relevant to the matters before the Court have
been redacted. The relevance of this agreement was set forth in the letter, and we
respectfully submit that its inclusion on this Courts docket will facilitate prompt access by
the Court of Appeals.
Respectfully submitted,
Edward A. Friedman
7 Trrie Sqj:m, New Ycek,
iOO3@65fF
112.83.i1OO
Iklaw.com
3169512.2

March 3, 2016
Enclosure
cc:
All Parties by ECF
Friedman Kaplan Seiler & Adelman LLP
3169512.2

Case 1:14-cv-08630-TPG
Document 65
Filed 03/03/16
Page 3 of 23
AGREEMENT IN PRINCIPLE
The Plaintiffs in the actions listed on the Plaintiffs signature pages hereto
agree in principle, severally and not jointly, with the Republic of Argentina, as of
februaiy 29, 2016, as fol1ows
1. Subject to the condition set forth in paragraph 5 below, the Republic of
Argentina will pay, and the Plaintiffs will accept, 75% of the amount of their
claims of $5,291,000,000 asserted in the U.S. District Court for the Southern
District of New York on defaulted Argentine bonds, inclusive of all legal and
statutory interest applicable to each such claim through february 29, 2016, which
payment therefore shall he equal to $4,418,250,000. The Republic of Argentina
shall also pay interest on the claims of $5,891,000,000 which shall accrue at the
rate of 2% per annum from March 1, 2016 to the date of payment if payment is
made on or before April 14, 2016. If payment is not made by that date, interest
will resume running from and afier that date on the full claims at the legal and
statutory interest rate applicable to each such claim.
2. Subject to the condition set forth in paragraph 5 below, the Republic of
Argentina will make an additional payment to the Plaintiffs, and Plaintiffs will
accept the additional payment, such payment being in an amount equal to $235
million, to (a) settle all claims asserted outside the U.S. District Court for the
Southern District of New York, world-wide, and (b) reimburse the Plaintiffs for
legal fees wherever incurred, whether in the U.S. District Court for the Southern
District of New York or in any other jurisdiction, world-wide.
3. The parties thus agree that through february 29, 2016, the claims amount
would be $5,891,000,000 and the total payment due (inclusive of amounts due
under paragraphs 1 and 2 above), if paid on such date, would be $4,653,250,000.
The parties further agree that interest shall accrue from March 1 through the earlier
of payment in fifil of all amounts due hereunder or April 14 in the per diem amount
of $322,795. All payments to be made by the Republic of Argentina pursuant to
paragraphs 1 and 2 above shall be paid in accordance with paragraph 7 below.
4. The sums set forth in paragraphs 1 and 2 above, when paid, will be in full
and final settlement of all claims of any nature or kind by the Plaintiffs against the
Republic of Argentina, arising or existing world-wide in connection with the
securities that are the subject of the actions listed on each such P1aintiff signature
page hereto or any judgments entered in such actions through the date of such
payment, other than claims that arise under this Agreement in Principle, and,

following such payment in full, each Plaintiff will provide the Republic of
Argentina with Stipulations of Dismissal with Prejudice of all of the actions listed
on such Plaintiffs signature page hereto in the U.S. District Court for the Southern
District of New York and the equivalent in any related actions pending in any other
jurisdiction, world-wide.
Upon the receipt by the Plaintiffs of payments in full of the sums set forth in
paragraphs 1 and 2 above, the Plaintiffs will promptly release all attachments and
pending attachments and executions, world-wide, and return to Argentina all
property levied upon or seized by the Plaintiffs, world-wide, all as listed on
Schedule 1.
Upon the receipt by the Plaintiffs of payments in full of the sums set forth in
paragraphs 1 and 2 above, as of the date of such receipt of payment, each Plaintiff,
on the one hand, and the Republic of Argentina, on the other hand, hereby
unqualifiedly releases and discharges each other, and their respective ministers,
government and other officials, officers, directors, equityholders, managers,
affiliates, employees, agents, attorneys, successors and assigns, from any and all
claims, causes of action, damages or liabilities (Including attorneys fees), of any
kind, whether at law or in equity, known or unknown, asserted or unasserted, fixed
or contingent, arising or existing world-wide in connection with the securities that
are the subject of the actions listed on each such Plaintiffs signature page hereto or
any judgments entered in such actions through the date of such payment, other than
claims that arise under this Agreement in Principle.
5. The condition to the Plaintiffs receiving the payments set forth above is that
legislation by the Congress of the Republic of Argentina that lifts, abridges or
repeals Law 26,017 (known as the Lock Law) and Law 26,984 (known as the
Sovereign Payment Law) (or a functionally equivalent action) has become
effective and unconditionally permits the immediate payment in full of the
amounts set forth in paragraphs I and 2 above, Effective immediately upon the
receipt of the final payment in full of the sums set forth in paragraphs 1 and 2
above, the Plaintiffs injunctions will be automatically vacated. .I.f and to the extent
that the Court requires any additional documentation to effect the lifting of the
Plaintiffs Injunctions as set forth in the prior sentence, the Plaintiffs agree to
provide such documentation, in form and substance reasonably satisfbctoty to the
Republic of Argentina, and the Court, promptly upon request. Until the Plaintiffs
are paid in full pursuant to paragraphs 1 and 2 above or this Agreement in Principle
is terminated in accordance with its terms, the Republic of Argentina agrees that it
will not request the Court to vacate or modify the Injunctions in the Plaintiffs
2

Document 65
Filed 03/03/16 Page 5 of 23
cases or support the recyuest by any third party to vacate or modii such
Injunctions, other than automatically upon payment in full to the Plaintiffs of the
amounts set forth in paragraphs 1 and 2 above.
6. The parties agree to cooperate with each other and with the Special Master,
Daniel A. Pollack, Esq., to effectuate the purposes and terms of this Agreement in
Principle, including but not limited to executing and delivering any and all
documents reasonably required to effectuate the purposes and terms of this
Agreement in Principle, in form reasonably satisfactory to the Republic of
Argentina and the Plaintiffs, Notwithstanding any other provision in this
agreement, nothing herein will prevent or limit the Plaintiffs ability to litigate to
safeguard their legal. position, including the position that, until the Plaintiffs are
paid in full, their Injunctions cannot be lifted.
7. The parties contemplate that to fund the payments to the Plaintiffs under
paragraphs 1 and 2 above (other than interest accruing after February 29, 2016 as
set forth below), the Republic of Argentina, after certifying to the Plaintiffs in
writing that the condition set forth in the first sentence of paragraph 5. above has
been satisfied, will undertake one or more capital-raises, likely in the form of a
bond offering.
The Republic of Argentina agrees that, other than as set forth in the next
succeeding sub-paragraph, until the Republic of Argentina provides the
certification referred to in the preceding sentence, or this Agreement in Principle is
terminated, the Republic of Argentina will not undertake any capital-raises.
following such certification, the Republic of Argentina agrees that the first monies
raised by it through capital-raises, up to the full amount to be paid to the Plaintiffs
undQr paragraphs 1 (other than interest accruing after february 29, 2016) and 2
above will immediately and directly be paid by the underwriters or other entities
selected to manage or provide the capital-raises into Accounts maintained with one
or more money center financial institutions in the State of New York and each of
such institutions shall be determined by the Plaintiffs and reasonably acceptable to
the Republic of Argentina, and which Accounts shall be in the name of and for the
sole benefit of the applicable Plaintiff The Republic of Argentina shall require the
underwriters or other entities selected to manage or provide any capital-raises to
pay all proceeds thereof directly into the Accounts (allocated among such
Accounts as provided by the court order contemp]ated below by this paragraph 7),
unless the underwriters or such other entities shall have been notified in writing by
the Plaintiffs that all amounts due and payable to the Plaintiffs under paragraphs I

(other than interest accruing after February 29, 2016) and 2 above have been paid
in full in accordance with the terms hereof.
None of the requirements set forth in this paragraph 7 shall apply to a
capital-raise which (a) occurs in the ordinary course of the operation and
administration of the affairs of the government of the Republic of Argentina, (b) is
(1) entirely denominated in Argentine pesos, which capital-raises can be unlimited
in amount, or (ii) other currencies, provided that such capital-raises do not exceed,
in the aggregate, $2,000,000,000 U.S. dollars (calculated for each such capitalraise at the exchange rates in effect on the date of the closing of such capital raise),
and to) is marketed and offered solely within the Republic of Argentina.
Each Plaintiff agrees that as long as this Agreement in Principle is in effect
as to that Plaintiff and as long as the Republic of Argentina is in compliance with
the terms of this Agreement in Principle, it shall not attach, or attempt to attach, or
enjoin, in whole or in part, a capital-raise that is made by the Republic of
Argentina.
The parties will negotiate in good faith to agree as promptly as practicable
following the date hereof to an Addendum A to this Agreement in Principle, and
shall cooperate to obtain promptly thereafter an order of the Court approving such
Addendum A, which order shall be binding upon the Plaintiffs, the Republic of
Argentina and any underwriters or other entities selected to manage or provide any
capital-raises, as provided in this paragraph 7. Such Addendum A shall contain
provisions for the implementation of this paragraph 7, including, without
limitation, the following:
(1)
that the first monies raised through capital-raises up to the full amount
to be paid to the Plaintiffs under paragraphs I (other than interest accruing
after february 29, 2016) and 2 above shall immediately and directly be paid
by the underwriters or other entities selected to manage or provide the
capital-raises into the Accounts, as provided above;
(ii) that all funds paid into the Accounts shall be immediately paid over to
the Plaintiffs, subject to any notice or instructions from the Plaintiffs
required by the financial institution(s) at which the Accounts are maintained;
(iii) that, in the event of the termination of this Agreement in Principle, all
funds at the time held in the Accounts shall be retained by the Plaintiffs, as
aforesaid;
4

Document 65
EHeU 03/03/16
Page 7 of 23
(iv) that all funds paid into the Accounts will be in cash, i U.S. dollars in
immediately available funds, via wire transfer; and
(v) that the allocation of the payments in full as contemplated by
paragraphs 1 and 2 above among the Plaintiffs shall be in accordance with a
schedule to be incorporated into such order, as such schedule may be further
modified with the consent of each of the Plaintiffs.
Notwithstanding the foregoing, the Plaintiffs may choose an alternative
payment mechanism which will be reflected in Addendum A and the court order
contemplated by this paragraph 7, which alternative payment mechanism shall be
reasonably acceptable to the Republic of Argentina.
The parties contemplate that the payments to the Plaintiffs of interest accruing
after februaiy 29, 2016 as provided in paragraph I above will be made directly to
the Plaintiffs by the Republic of Argentina, in cash, in U.S. dollars, in immediately
available funds, by wire transfer, Notwithstanding that such interest shall be
separately payable to the Plaintiffs as provided in this sub-paragraph, for all
purposes of this Agreement in Principle, the Plaintiffs shall not be deemed to have
been paid in full unless and until all interest as provided in paragraph 1 above is
also paid in full.
8. The parties agree that announcement of the Agreement in Principle will be
made by the Special Master, Daniel A. Poflack, Esq. upon the signing of the
Agreement in Principle, and that, thereafter, the parties will issue public statements
of their own supportive of the Agreement in Principle.
9. This Agreement in Principle is governed by the laws of the State of New
York. The parties agree that any dispute arising under, out of or relating to this
Agreement in Principle shall be submitted to the Special Master for mediation. If
the Special Master is unable to effect a resolution within 2 business days of th@
submission of such dispute, such dispute may be submitted to the U.S. District
Court for the Southern District of New York before the Hon. Thomas P. Griesa on
an expedited basis for resolution. Notwithstanding the foregoing, in the event that
any party requires urgent resolution of dispute in order to avoid irreparable harm to
its rights under this Agreement in Principle, such party may apply directly to the
Court for dispute resolution without first submitting the dispute to the Special
Master for mediation. Each, party waIves trial by jury. For the purpose of the
resolution of disputes under this Agreement in Principle, the Republic of Argentina
5

waives sovereign and other immunities (and consents to New York jurisdiction and
service of process) otherwise available to it to the fullest extent provided in the
documentation governing the Plaintiffs claims. The parties hereto agree that in
connection with any such dispute (1) no party hereto shall be entitled to monetary
damages as a result of another partys breach of the terms of this Agreement in
Principle and (ii) each party shall be entitled to specific performance and to
injunctive or other equitable relief as the sole remedies fbr any breach of this
Agreement in Principle.
10. This Agreement in Principle is binding and enforceable upon all the
parties. Each party represents that the person signing this Agreement in
Principle on its betmif is duly authorized to do so and to bind such party in
accordance with the terms of this Agreement in Principle. Each Plaintiff will
have the right to terminate this Agreement in Principle as to itself if (1) by
March 3, 2016, the order contemplated by paragraph 7 above has not been
entered by the U.S. District Court for the Southern District of New York or
(2) the payment in full of all amottnts to be made to the Plaintiffs as
contemplated by this Agreement in Principle is not made in accordance with
the terms hereof by 12:0(1 noon EST, Thursday, April 14, 2016. In the event
that this Agreement in Principle is terminated as to any or all Plaintiffs
pursuant to this paragraph 10, the terminating Plaintiffs and the Republic of
Argentina (with respect to the terminating Plaintiffs only) shall thereupon be
restored to their respective prior positions as if there had been no Agreement
in Principle. The parties agree that this Agreement in Principle qualifies as
an agreement in principle wilhi the Republic of Argentina entered into on or
before February 29, 2016 as contemplated by the Courts indicative order
dated 1?cbruary 19, 2016.
{SIGNATURE PAGES FOLLOW]

Case 1:14-cv-O863O-TPG Document 65 Filed 03/03/16 Page 9 of 23
Luis Caputo
$ ecretary of finance
Republic of Argentina
New York, New York

februaryZ, 2016

NML CApITPI LTD.
By:
T1t1
Actions referenced in the preamble: Case Nos. 03 Civ, 8845 (TPG) (S.D.N.Y.), 05 Civ.
2434 (TPG) (S.D.N.Y), 06 Civ. 6466 (IPO) (SD.N.Y.), 07 Civ. 2690 (TPO)
(S.D.N.Y.), 08 Civ. 3302 (TPG) (SD.N.Y.), 07 Civ. 1910 (TPG) (SD.N.Y.), 07 Civ.
6563 (TPG) (S.D.N.Y.), 08 Civ. 2541 (TPG) (SD.N.Y.), 08 Civ. 6978 (T?G)
(S.D.N.Y.), 09 Civ. 1707 (TPG) ($.D.N.Y.), 09 Civ. 1708 (TPG) (S.D.N.Y.). 14 Civ.
8988 (TPG) (S.D.N.Y.), 14 Civ. 8601 (TPG) (S.D.N.Y.)

AURELIUS CAPITAL MASTER, LTD.

By Aurelius Capital Management, LP,
solely as investment manager and not in its
individual capacity
By;____
Name: Luc M. Dowling
Title: Managing Director
ACP MASTER, LTD.

individual capacity
By;______
AURELIUS OPPORTUNITIES FUND II, LLC

solely as manager and not it its individual
capacity
By:____
Name: LucM.Dowling
AURELIUS CAPITAL PARTNERS, LP

individual capacity
By:_______________
9

Document 65
OLIFA
Filed 03/03/16 Page 12 of 23
FUND1LTD.
By:_____________________
ame:
Title:
Actions referenced in the preamble: 10 Civ 9587 (TPG) (S.D.N.Y.)
12

FYI LTD.
Ti e:
S 1)
FF1 FUN9.LTD.
By:%tl
me: 3
litle:
AJ
Actions referenced in the preamble: Case Nos, 05 Civ. 3328 (TPG) (S.D.N.Y.), 14 Civ.
8630 (TPG) (S.D.N.Y)
13

Document 65
Filed 03/03/16 Page 14 of 23
I3LLTE ANGEL CAPITAL I LLC
By:__________
Name:
t
Title:
Actions referenced in the preamble: Case Nos. 07 Civ. 2693 (TPG) (S.D.N.Y.), 1 0 Civ.
4101 (TPG) (S.D.N.Y.), 10 Civ. 4782 (TPG) (S.D.N.Y.), 14 Civ. 8947 (TPG)
(S.D.N.Y.)
12

Schedule 1
Redacted

Redacted
Document 65 Piled 03/03/16 Page 16 of 23

Redacted
Document 65 RIed 03/03/16 Page 17 of 23

Case 1:14-cvO863O-TPG
Redacted
Document 65 Filed 03/03/16 Page 18 of 23

Redacted

Red acted

Case 1:14-cv-O863O--TPG
Redacted

Document 65
Filed 03/03/16
Page 22 of 23
Taylor, Jeffrey
From:
Sent:
To:
Subject:
Attachments:
Eckstein, Kenneth H.
Sunday, February 28, 2016 5:02 PM
Argentina Settlement Group
FW: AlP
Modified Document AlP (003).doc
As sent. Will wait for his reply.

From: Eckstein, Kenneth H.
Sent: Sunday, February 28, 2016 5:00 PM
To: Pollack, Daniel

Subject: FW: AlP
Dear Dan,
As you know, I represent all of the Plaintiffs that intend to be parties to the Agreement in Principle with the Republic of
Argentina to be dated February 29, 2016 (a copy of which is attached and referred to as the Alp). I have been
authorized by the Plaintiffs to agree to the modification to the AlP set forth below on their behalf. Ifindly send this email
to Mr. Caputo and ask him to confirm today, on behalf of the Republic, by return email, that the following language shall
be deemed substituted for the language in the third full (unnumbered) paragraph of paragraph 7 of the AlP.
None of the requirements set forth in this paragraph 7 shall apply to a capital-raise which (a) occurs in the ordinary
course of the operation and administration of the affairs of the government of the Republic of Argentina (for the
purposes of this Agreement in Principle only, ordinary course shall not include paying in whole or in part, while this
Agreement in Principle is in effect, any claims relating to defaulted Argentine bonds brought in the United States District
Court for the Southern District of New York), (b) is (i) entirely denominated in Argentine pesos, which capital raises can
be unlimited in amount, or (ii) other currencies, provided that such capital raises do not exceed, in the aggregate,
$2,000,000,000 U.S. dollars (calculated for each such capital raise at the exchange rates in effect on the date of the
closing of such capital raise) and fc) is marketed and offered solely within the Republic of Argentina.
Once Mr. Caputo has so confirmed, I am authorized to exchange signature pages with the Republic of Argentina and
execute the AlP in the form attached hereto with the modification set forth above.
Best regards.
Kenneth H. Eckstein
Kenneth H. Eckstein
Partner
KRAMER LEVIN
NAFFALIS & FRANKEL ui
1177 Avenue of the Americas

1

Pellack, Daniel
From:
Sent;
To:
Subject:
Luis Andres Caputo <lcaputo@mecon.gob.ar>

Sunday, February 28, 2016 5:35 PM
Pollack, Daniel
AlP
Dear Dan:
I confirm the acceptability of the addition to para 7 as stated in Mr. Ecksteins e-mail to you of this afternoon.
Best regards,
Luis

ADDENDUM A
TO
AGREEMENT IN PRINCIPLE DATED AS OF FEBRUARY 29, 2016,
AS MODIFIED VIA EMAIL EXCHANGE ON FEBRUARY 2$, 2016
In accordance with the Agreement in Principle, dated as of February 29, 2016, among the
Republic of Argentina and each of the Plaintiffs named therein, as modified via email exchange on
February 2$, 2016 (as so modified, and as it may be amended from time to time hereafter, the
Agreement in Principle) the following procedures shall govern the process of funding payments to the
Plaintiffs under the provisions of paragraph 7 of the Agreement in Principle.
A.
In accordance with the terms of the Agreement in Principle, the first monies raised
through any capital-raises (except for capital-raises excluded pursuant to the third subparagraph within
paragraph 7 of the Agreement in Principle, referred to herein as Exempted Capital Raises) by the
Republic of Argentina up to the full amount to be paid to the Plaintiffs under the Agreement in Principle
(other than interest accruing after February 29, 2016) (any such capital-raise, a Capital-Raise) will be
paid by the financial institutions or other entities which fund, manage, syndicate or otherwise coordinate
such Capital-Raise (such financial institutions referred to herein as Facilitating Institutions; where the
Republic of Argentina is directly engaged in a Capital-Raise, the term Facilitating Institution refers to the
Republic of Argentina itself) to the Plaintiffs in accordance with the procedures set forth in this
Addendum A. The term Capital-Raises is to be interpreted broadly to include all raising of capital,
whether domestically or internationally, whether taking the form of debt, equity or other securities, loans,
repo transactions, derivative instruments, or some other form, whether public or private, and whether
offered broadly or not but, in each case, shall not include Exempted Capital Raises.
B.
The Republic of Argentina shall keep the Plaintiffs reasonably apprised on a current basis
and in reasonable detail concerning the status of any and all Capital-Raises and, in furtherance of the
foregoing, will (i) notify the Plaintiffs in writing of the identity of the Facilitating Institutions (including
the contact information thereof, which shall include email addresses) upon the formal mandate thereof
but, in any event, reasonably in advance of launch of marketing or syndication in respect of any CapitalRaise, the expected size of such Capital-Raise and the anticipated date of consummation of such CapitalRaise, in each case, reasonably in advance of the consummation thereof, and will notify Plaintiffs in
writing in the event of and following any change in the Facilitating Institutions, such expected size or
such anticipated date and (ii) provide to the Plaintiffs, on the basis that the Plaintiffs agree to maintain
their confidentiality through the date the Capital-Raise is consummated or abandoned, draft underwriting
agreement, offering memorandum or other material documentation with respect to any such Capital-Raise
reasonably in advance of the execution thereof and, promptly upon execution of such documentation,
executed copies thereof, in each case, in order to ensure compliance with this Addendum A. In the event
that the Republic of Argentina determines to undertake an Exempted Capital Raise denominated in a
currency other than the Argentine peso, the Republic of Argentina will notify the Plaintiffs in writing of
such determination reasonably in advance of the consummation thereof (which notice shall set forth the
amount of such Exempted Capital Raise in the applicable currency) and in the event of the consummation
of such Exempted Capital Raise, the Republic of Argentina will promptly notify the Plaintiffs in writing
of such consummation (which notice shall set forth the final amount of such Exempted Capital Raise in
the applicable currency).
The Republic of Argentina will provide the Facilitating Institutions in respect of any
C.
Capital-Raise with a copy of this Addendum A and the Agreement in Principle, and will ensure that the
definitive underwriting or other documentation relating thereto complies or is consistent with the
provisions of this Addendum A.

Case 1:03-cv-0$845-TPG Document 6334 Filed 03/15/16 Page 2 of 6
D.
Plaintiffs shall promptly prepare Schedule IA to this Addendum A, which shall set forth
the allocation of the aggregate amount payable to the Plaintiffs as of February 29, 2016 under the
Agreement in Principle among the individual Plaintiffs and promptly provide the Republic of Argentina
with such Schedule IA. Schedule IA shall be signed by each of the Plaintiffs and, upon such signature,
shall be incorporated herein by reference.
a) If at any time payment of the amount, or remaining amount, due to the Plaintiffs (other than
interest accruing after February 29, 2016, the payment of which is separately provided for in
(Q) below) is made only in part, the Plaintiffs will promptly revise Schedule IA to reflect the
payment in part.
b) Nothing in this Addendum precludes payment to the Plaintiffs by the Republic of Argentina
in any other manner which is in accordance with Schedule TA and which also provides for a
cash payment by wire transfer of immediately available funds in U.S. dollars, but if payment
is made in another manner in part, the Plaintiffs will appropriately modify Schedule IA.
c) The Plaintiffs will promptly provide the Republic of Argentina with written notice of any
changes to Schedule IA; provided that during the one business day period immediately
preceding the consummation of a Capital Raise, a Plaintiff may not change the amount, or
remaining amount, due to such Plaintiff with respect to the proceeds of any Capital Raise.
B.
The Plaintiffs will promptly prepare Schedule II to this Addendum A which will set forth
the identification of the accounts of each of the Plaintiffs maintained with one or more money center
financial institutions located in the State of New York or elsewhere in the United States and reasonably
acceptable to the Republic of Argentina1 (the Accounts), and wiring instructions for payment into each
of the Accounts and promptly provide the Republic of Argentina with such Schedule II, which shall be
incorporated herein by reference. For operational convenience, a Plaintiff may designate on Schedule II
the Account of an affiliate to receive payment on its behalf, provided it makes an indication to that effect
on Schedule II. The Plaintiffs agree to provide promptly to the Facilitating Institutions all know your
customer or other similar information reasonably requested by the Facilitating Institutions to allow such
Facilitating Institutions to comply with applicable law and regulations.
a) If at any time a Plaintiff changes its Account or wiring instructions, it will promptly revise
Schedule II to reflect the change and will promptly notify the other Plaintiffs and the
Republic of Argentina of such change; provided that during the one business day period
immediately preceding the consummation of a Capital Raise, a Plaintiff may not change its
Account or wiring instructions with respect to the proceeds of any Capital-Raise.
b) The Republic of Argentina will maintain the confidentiality of Schedule II, and will not
disclose Schedule II except as necessary to implement the procedures of this Addendum A, to
persons who will agree to maintain the confidentiality of Schedule II.
F.
All notices and other communications under this Addendum shall be in writing and shall
be deemed given when actually received if(a) delivered personally by hand or via courier or (b) sent by
e-mail, in each case, at the physical or email addresses
The following institutions shall be deemed to be reasonably satisfactory to the Republic of Argentina: The
Bank of New York Mellon, Wells Fargo, State Street Bank & Trust Co, State Street Bank & Trust Co, Boston,
Goldman, Sachs & Co., JP Morgan Chase, TD Bank, N.A., The Bank of Nova Scotia, HSBC Private Bank, and
Citibank NA.
2

a) If to the Plaintiffs, as set forth in Schedule III (which shall set forth both physical
addresses and email addresses for each Plaintiff), which such Schedule III the Plaintiffs will
promptly prepare and deliver to the Republic of Argentina and which Schedule III shall be
incorporated herein by reference. Notice shall not be effective with respect to any Plaintiff unless
delivered to each address or e-mail address, as the case may be, listed on Schedule III with
respect to such Plaintiff, provided that delivery to physical addresses of any notice pursuant to (L)
shall not be effective. If at any time a Plaintiff changes its notice instructions, it will promptly
revise Schedule III to reflect the change and will promptly notify the other Plaintiffs and the
Republic of Argentina of such change; provided that during the one business day period
immediately preceding the consummation of a Capital Raise, a Plaintiff may not change its notice
instructions with respect to any Capital-Raise;
b) If to the Republic of Argentina, as set forth in Schedule IV (which shall set forth both
physical address and email addresses for the Republic of Argentina), which such Schedule IV the
Republic of Argentina will promptly prepare and deliver to the Plaintiffs, and which Schedule IV
shall be incorporated herein by reference. Notice shall not be effective with respect to the
Republic of Argentina unless delivered to each address or e-mail address, as the case may be,
listed on Schedule IV, provided that delivery to physical addresses of any notice pursuant to (L)
shall not be effective. If at any time the Republic of Argentina changes its notice instructions, it
will promptly revise Schedule IV to reflect the change and will promptly notify the Plaintiffs of
such change; and
c) If to the Facilitating Institutions, as provided to the Plaintiffs in accordance with (B)
above.
G.
No later than two business days after the Republic of Argentina provides notice to the
Plaintiffs of the identity of the Facilitating Institutions as provided in (B) above, the Plaintiffs will provide
written notice to the Facilitating Institutions for the Capital-Raise, with a copy to the Republic of
Argentina, of Schedule IA, Schedule 11 and Schedule III as then in effect, and instruct the facilitating
Institutions to wire funds on the closing date in the amounts as provided in Schedule IA in accordance
with wiring instructions as provided in Schedule II.
a) The Plaintiffs will promptly provide the Facilitating Institutions with wriffen notice of any
changes to Schedule IA, Schedule II or Schedule III made prior to consummation of any
Capital-Raise, it being understood that no changes to any schedule hereto with respect to such
Capital-Raise may be made during the periods set forth (D)(c), (E)(a) and (F) above.
b) The Facilitating Institutions will maintain the confidentiality of Schedule II, and will not
disclose Schedule II except as necessary to implement the procedures of this Addendum A, to
persons who will agree to maintain the confidentiality of Schedule II.
H.
The Republic of Argentina will (a) provide written notice to the Plaintiffs within 24 hours
of becoming aware of any attempt by any creditor of the Republic of Argentina to place a lien upon,
encumber or otherwise attach the proceeds of any Capital-Raise or to enjoin such Capital-Raise and (b)
use its reasonable best efforts to cause the Facilitating Institutions to agree in any material documentation
with respect to any Capital-Raise to provide prompt notice to the Plaintiffs upon becoming aware of any
attempt by any creditor of the Republic of Argentina to place a lien upon, encumber or otherwise attach
the proceeds of any Capital-Raise or to enjoin such Capital-Raise.
The Plaintiffs will provide any notices or instructions to the financial institutions at which
I.
their respective Accounts are maintained, to the extent that such may be required by those institutions.

J.
On the closing date of any Capital-Raise, without further instruction, the Facilitating
Institutions will cause to be wired to each of the Plaintiffs to their respective Accounts in accordance with
Schedule II, cash in immediately available funds, in United States dollars in an amount sufficient to pay
the amounts owed to each of the Plaintiffs, as set forth in Schedule IA. The wire transfers will be initiated
as promptly as operationally practicable on the closing date. The Facilitating Institutions will provide
prompt written confirmation to the Plaintiffs of the initiation of the wire transfers, including the time of
initiation, the amounts of the wire transfers and the federal reference numbers.
K.
If the proceeds of a Capital-Raise are insufficient to pay the full amounts payable to the
Plaintiffs as set forth in Schedule IA, the Facilitating Institutions will cause to be made a partial payment
to each of the Plaintiffs pro rata in accordance with Schedule IA.
L.
If the proceeds of a Capital Raise are in excess of the amount required to pay the
Plaintiffs in full, as set forth in Schedule IA, the excess may be applied by the Facilitating Institutions as
the Republic of Argentina directs, but only after first monies raised through such Capital-Raise have been
wired to the Plaintiffs as contemplated by (J) above and the Facilitating Institutions have provided in
writing to each of the Plaintiffs federal reference numbers for each wire made to each such Plaintiffs
Account, together with the amount so wired and the Plaintiffs Account to which it was wired (such
federal reference numbers and wire information, collectively, the Wire Confirmation Information) and
the other applicable requirements of this (L) have been met. After each Plaintiff has received Wire
Confirmation Information, the Facilitating Institutions may initiate wires to pay other claims relating to
the defaulted Argentine bonds pursuant to settlement agreements or agreements in principle in settlement
of such claims (Other Settled Claims).
The facilitating Institutions may initiate wires or other transfers of Capital Raise
proceeds (other than wires to the Plaintiffs as contemplated herein and in respect of the Other Settled
Claims) only after each Plaintiff has confirmed in writing to the Facilitating Institutions and the Republic
of Argentina that the receiving money-center financial institution at which its Account is held has
received the payment in full of the amounts owed pursuant to the Agreement in Principle by Fedwire for
crediting to such Plaintiffs Account. Each Plaintiff shall use its reasonable best efforts to confirm as
expeditiously as possible that such Plaintiffs payments have been received. A Plaintiff shall be deemed
to have made such confirmation unless such Plaintiff shall have notified the facilitating Institutions in
writing within sixty (60) minutes from that Plaintiffs receipt of Wire Confirmation Information that such
Plaintiff is unable to confirm such receipt of funds. All notices pursuant to this (L) shall be given by
email in accordance with (F).
For the avoidance of doubt and notwithstanding anything contained in this Addendum A
to the contrary, no Plaintiff will be deemed to have been paid in full under the terms of the Agreement in
Principle unless and until the full amount of the monies owed to such Plaintiff shall have been received by
such Plaintiff via deposit into such Plaintiffs Account in U.S. dollars in immediately available funds.
M.
Any payment made to the Accounts will be final and irrevocable, notwithstanding (in the
case of any partial payment) any subsequent termination of the Agreement in Principle. Any amounts so
paid shall be credited on a dollar for dollar basis against the receiving Plaintiffs claims which are subject
to the Agreement in Principle. No such credit shall amend or otherwise modif any provision of the
Agreement in Principle, including, but not limited to, paragraph 10 thereof which provides that in the
event of a termination of the Agreement in Principle, the terminating Plaintiffs and the Republic of
Argentina (with respect to the terminating Plaintiffs only) shall thereupon be restored to their respective
prior positions as if there had been no Agreement in Principle. Notwithstanding the crediting of any
partial payment, all uncredited claims shall remain in full force and effect.

N.
The Facilitating Institutions and all other financial institutions participating in a CapitalRaise will be fully protected in relying on Schedule IA delivered to the Facilitating Institutions in
accordance with (G) above, and any dispute of the Republic of Argentina regarding Schedule IA may be
had solely with the Plaintiffs and will be resolved in accordance with paragraph 9 of the Agreement in
Principle.
0.
No disclosure made by the Republic of Argentina in any offering document with regard
to the use of proceeds of a Capital-Raise will be inconsistent with these procedures.
P.
The Plaintiffs and the Republic of Argentina will reasonably cooperate with the
Facilitating Institutions to accommodate legal, logistical or other reasonable concerns of the Facilitating
Institutions in connection with the implementation of this Addendum A.
The following procedures will apply to the payment of interest accruing after February
Q.
29, 2016 by the Republic of Argentina to the Plaintiffs in accordance with paragraph 7 of the Agreement
in Principle.
a) Payments of interest accruing after February 29, 2016 will be made by the Republic of
Argentina on the same business day that the corresponding payment to the Plaintiffs of the
amounts due the Plaintiffs under the Agreement in Principle (other than such interest) is
made. If such payment is made only in part, the amount of the interest accruing after
February 29, 2016 will be payable in corresponding part to each of the Plaintiffs pro rata in
accordance with Schedule IA.
b) The Republic of Argentina will provide notice to the Plaintiffs of the payments of interest
accruing after february 29, 2016 to each of the Plaintiffs no later than the time such payment
is made. The notice will state the amount paid and the basis upon which the amount paid was
calculated.
c) All payments of interest accruing after february 29, 2016 by the Republic of Argentina will
be made in cash, in United States dollars, in immediately available funds by wire transfer to
the Accounts in accordance with the instructions set forth in Schedule II as then in effect.
d) Plaintiffs shall promptly prepare Schedule lB to this Addendum A which shall set forth the
amount of interest accruing after February 29, 2016, payable to each of the Plaintiffs on a
daily basis for payments made from March 2, 2016 to April 14, 2016, assuming the full
amount payable to the Plaintiffs under the Agreement in Principle exclusive of such interest
is paid in full on one of those days and promptly provide the Republic of Argentina with such
Schedule lB. Schedule lB shall be signed by each of the Plaintiffs and, upon such signature,
shall be incorporated herein by reference.
e)
If at any time payment of the amount, or remaining amount, due to the Plaintiffs (other than
interest accruing after February 29, 2016) is made only in part, the Plaintiffs will promptly
revise Schedule lB to reflect the payment in part.
f)
The Plaintiffs will promptly provide the Republic of Argentina with written notice of any
changes to Schedule 13.
g) Schedule lB is provided for convenience only, and the amount of interest accruing after
February 29, 2016 payable to the Plaintiffs will be governed by paragraph I of the Agreement
in Principle, including with respect to interest accruing after April 14, 2016.

R.
Upon the payment in full to the Plaintiffs of all amounts due under the Agreement in
Principle, the Plaintiffs shall, at the election of the Republic of Argentina, either (i) deliver or irrevocably
instruct to be delivered the defaulted Republic of Argentina bonds that are the subject of the Agreement in
Principle to the Republic of Argentina or (ii) irrevocably instruct the cancellation of such bonds.
S.
Notwithstanding anything to the contrary herein, all computations of amounts hereunder
shall be in accordance with the Agreement in Principle and the aggregate amount of payments hereunder
shall not exceed the amounts set forth in or contemplated by the Agreement in Principle, so long as the
Agreement in Principle is in effect. As to the allocation of any such amounts, the Republic of Argentina
and the Facilitating Institutions shall be entitled to rely on the Schedules hereto or other written
instructions of all of the Plaintiffs.
T.
No taxes shall be withheld by the Facilitating thstitutions or the Republic of Argentina
from any payments payable to the Plaintiffs in accordance with this Addendum A.
ANNEX E
Form of Opinion and Negative Assurance Letter of
Cleary Gottlieb Steen & Hamilton LLP, New York Counsel to the Republic of Argentina
April 22, 2016
as Representatives of the several Initial Purchasers
60 WaIl Street
452 Fifth Avenue
New York, New York 1001$
383 Madison Avenue
45 East 53rd Street
We have acted as special United States counsel to the Republic of Argentina (the
Republic), in connection with the Republics offering of U.S.$ 1,562,000,000 aggregate
principal amount of 6.250% Notes due 2019, U.S.$2,556,000,000 aggregate principal amount of
6.875% Notes due 2021, U.S.$3,692,000,000 aggregate principal amount of 7.500% Notes due
2026, and U.S.$ 1,562,000,000 aggregate principal amount of 7.625% Notes due 2046
(collectively, the Notes), pursuant to the terms of the purchase agreement dated April 19, 2016
(the Purchase Agreement) among the Republic, Deutsche Bank Securities Inc., HSBC
Securities (USA) Inc., J.P. Morgan Securities LLC and Santander Investment Securities Inc., as
representatives to the several initial purchasers named in Schedule I thereto (the Initial
Purchasers). The Notes will be issued under an indenture dated as of April 22, 2016 (the
Indenture) between the Republic and The Bank of New York Mellon, as trustee (the
Trustee). The preliminary offering memorandum dated April 11, 2016, relating to the Notes is
herein called the Preliminary Offering Memorandum, and the final offering memorandum
dated ApriL 19, 2016, relating to the Notes is herein called the Final Offering Memorandum.
This opinion letter is furnished pursuant to Section 5(1) of the Purchase Agreement.
In arriving at the opinions expressed below, we have reviewed the following

documents:
(a)
a facsimile copy of the executed Purchase Agreement;
(b)
the Preliminary Offering Memorandum;
(c)
the final Offering Memorandum;
(d)
facsimile copies of each of the Rule 144A Global Securities and Regulation
S Global Securities (each as defined in the Indenture) representing the Notes
as executed by the Republic and authenticated by the Trustee;
(e)
a facsimile copy of the executed registration rights agreement dated April

19, 2016 (the Registration Rights Agreement) between the Republic and
the Initial Purchasers;
(f)
a facsimile copy of the executed Indenture; and
(g)
the documents delivered to you by the Republic at the closing pursuant to

the Purchase Agreement.
In addition, we have reviewed the originals or copies certified or otherwise identified to our
satisfaction of such instruments and other certificates of public officials, officers and
representatives of the Republic and such other documents, and we have made such investigations
of law, as we have deemed appropriate as a basis for the opinions expressed below.
In rendering the opinions expressed below, we have assumed the authenticity of
all documents submitted to us as originals and the conformity to the originals of all documents
submitted to us as copies. In addition, we have assumed and have not verified (i) the accuracy as
to factual matters of each document we have reviewed (including, without limitation, the
accuracy of the representations and warranties of the Republic in the Purchase Agreement) and
(ii) that the Notes have been duly authenticated in accordance with the terms of the Indenture.
Based on the foregoing, and subject to the further assumptions and qualifications
set forth below, it is our opinion that:
1. The Indenture has been duly executed and delivered by the Republic under
the law of the State of New York and is a valid, binding and enforceable agreement of the
Republic.
2. The Purchase Agreement has been duly executed and delivered by the
Republic under the law of the State of New York.
3. The Registration Rights Agreement has been duly executed and delivered by
the Republic under the law of the State of New York and is a valid, binding and enforceable
agreement of the Republic (except that we express no opinion with respect to Section 5 of the
Registration Rights Agreement for indemnification and contribution).
4. The Notes have been duly executed and delivered by the Republic under the
law of the State of New York and, assuming due authentication and delivery of the Notes by the
Trustee, the Notes are valid, binding and enforceable obligations of the Republic, entitted to the
benefits of the Indenture.
5. The issuance and sale of the Notes to the Initial Purchasers pursuant to the
Purchase Agreement do not, and the performance by the Republic of its obligations in the
Purchase Agreement, the Registration Rights Agreement, the Indenture and the Notes will not,
(a) require any consent, approval, authorization, registration or qualification of or with any
governmental authority of the United States of America or the State of New York that in our
experience normally would be applicable in relation to transactions of the type contemplated by
the Purchase Agreement, the Registration Rights Agreement and the Indenture (but we express
no opinion relating to the United States federal securities laws or any state securities or Blue Sky
laws, except as set forth in paragraph 7 below) or (b) result in a violation of any United States
federal or New York State law or published rule or regulation that in our experience normally
would be applicable in relation to transactions of the type contemplated by the Purchase
Agreement, the Registration Rights Agreement and the Indenture (but we express no opinion
relating to the United States federal securities laws or any state securities or Blue Sky laws,
except as set forth in paragraph 7 below).
6. The statements set forth under the heading Description of the Bonds in the
Preliminary Offering Memorandum, considered together with the pricing information set forth in
Annex A to the Purchase Agreement, and under the heading Description of the Bonds in the
Final Offering Memorandum, insofar as such statements purport to summarize certain provisions
of the Notes and the Indenture, provide a fair summary of such provisions, the statements set
forth under the heading Exchange Offer; Registration Rights in the Preliminary Offering
Memorandum and under the heading Exchange Offer; Registration Rights in the Final
Offering Memorandum, insofar as such statements purport to summarize certain provisions of
the Registration Rights Agreement, provide a fair summary of such provisions, and the
statements set forth under the heading TaxationU.S. Federal Income Tax Consequences in
the Preliminary Offering Memorandum and under the heading TaxationU.S. Federal Income
Tax Consequences in the Final Offering Memorandum, insofar as such statements purport to
summarize certain federal income tax laws of the United States, constitute a fair summary of the
principal U.S. federal income tax consequences of an investment in the Notes.
7. No registration of the Notes under the U.S. Securities Act of 1933, as
amended, and no qualification of an indenture under the U.S. Trust Indenture Act of 1939, as
amended, are required for the offer and sale of the Notes by the Republic to the Initial Purchasers
pursuant to and in the manner contemplated by the Purchase Agreement, or by the Initial
Purchasers as contemplated by the Purchase Agreement, the Preliminary Offering Memorandum
and the Final Offering Memorandum.
8. Assuming validity under the laws of the Republic, then under the laws of the
State of New York relating to submission to jurisdiction, the Republic, pursuant to Section 15 of
the Purchase Agreement, Section 6 of the Registration Rights Agreement, Section 9.7 of the
Indenture and Paragraph 16 of the Notes, respectively, has (1) validly and irrevocably submitted
to the personal jurisdiction of any New York State or U.S. federal court in the Borough of
Manhattan, The City of New York in any action arising out of or related to the Indenture or the
Notes, (ii) to the fullest extent permitted by applicable law, validly and irrevocably waived any
objection to the venue of a proceeding in any such court, and (iii) validly appointed the person
from time to time discharging the function of Banco de la Nacin Argentina as its initial
authorized agent for the purpose described in Section 15 of the Purchase Agreement, Section 6 of
the Registration Rights Agreement, Section 9.7 of the Indenture and Paragraph 16 of the Notes;
and service of process effected in the manner set forth in Section 15 of the Purchase Agreement,
Section 6 of the Registration Rights Agreement, Section 9.7 of the Indenture and Paragraph 16 of
the Notes will be effective to confer valid personal jurisdiction over the Republic in any such
action.
Insofar as the foregoing opinions relate to the validity, binding effect or
enforceability of any agreement or obligation of the Republic, (a) we have assumed that the
Republic and each other party to such agreement or obligation has satisfied those legal
requirements that are applicable to it to the extent necessary to make such agreement or
obligation enforceable against it (except that no such assumption is made as to the Republic
regarding matters of the federal law of the United States of America or the law of the State of
New York that in our experience normally would be applicable with respect to such agreement
or obligation), (b) such opinions are subject to applicable bankruptcy, insolvency and similar
laws affecting creditors rights generally and to general principles of equity and (c) such opinions
are subject to the effect ofjudicial application of foreign laws or foreign governmental actions
affecting creditors rights.
In rendering the opinion expressed in numbered paragraph 6 above, we have
assumed the accuracy of, and compliance with, the representations, warranties and covenants of
the Republic and the Initial Purchasers contained in the Purchase Agreement, and compliance
with the procedures contained in the Preliminary Offering Memorandum and the Final Offering
Memorandum relating to the offer and sale of the Notes.
The enforceability in the United States of the waiver by the Republic of its
immunities, as set forth in Section 15 of the Purchase Agreement, Section 6 of the Registration
Rights Agreement, Section 9.7 of the Indenture and Paragraph 16 of the Notes is subject to the
limitations imposed by the Foreign Sovereign Immunities Act of 1976. We express no opinion
as to the enforceability of any such waiver of immunity to the extent that it purports to apply to
any immunity to which the Republic may become entitled after the date hereof
We also note that the designation in Section 15 of the Purchase Agreement,
Section 6 of the Registration Rights Agreement, Section 9.7 of the Indenture and Paragraph 16 of
the Notes of the U.S. federal courts sitting in the Borough of Manhattan, The City of New York
as the venue for actions or proceedings relating to the Purchase Agreement, Indenture and the
Notes is (notwithstanding the waiver in Section 15 of the Purchase Agreement, Section 6 of the
Registration Rights Agreement, Section 9.7 of the Indenture and Paragraph 16 of the Notes)
subject to the power of such courts to transfer actions pursuant to 2$ U.S.C. 1404(a) or to
dismiss such actions or proceedings on the grounds that such a federal court is an inconvenient
forum for such an action or proceeding.
We express no opinion as to the enforceability of Section 6(k) of the Registration

Rights Agreement and Paragraph 17 of the Notes relating to currency indemnity.
The foregoing opinions are limited to the federal law of the United States of
America and the law of the State of New York.
We are furnishing this opinion letter to you, as the Initial Purchasers, solely for
your benefit in your capacity as such in connection with the offering of the Notes. This opinion
letter is not to be relied on by or furnished to any other person or used, circulated, quoted or
otherwise referred to for any other purpose. We assume no obligation to advise you or any other
person, or to make any investigations, as to any legal developments or factual matters arising
subsequent to the date hereof that might affect the opinions expressed herein.
Very truly yours,
CLEARY GOTTLIE3 STEEN &
HAMILTON LLP
By:
a Partner
April 22, 2016

as Representatives of the several Initial Purchasers
60 Wall Street
452 Fifth Avenue
New York, New York 1001$
383 Madison Avenue
45 East 53rd Street
We have acted as special United States counsel to the Republic of Argentina (the
Republic), in connection with the Republics offering ofU.S.$1,562,000,000 aggregate
principal amount of 6.250% Notes due 2019, U.S.$2,256,000,000 aggregate principal amount of
6.875% Notes due 2021, U.S.$3,692,000,000 aggregate principal amount of 7.500% Notes due
2026, and U.$.$1,562,000,000 aggregate principal amount of 7.625% Notes due 2046
(collectively, the Notes), pursuant to the terms of the purchase agreement dated April 19, 2016
(the Purchase Agreement) among the Republic and Deutsche Bank Securities Inc., HSBC
Securities (USA) Inc., J.P. Morgan Securities LLC and Santander Investment Securities Inc., as
representatives to the several initial purchasers named in Schedule 1 thereto (the Initial
Purchasers). The preliminary offering memorandum dated April 11, 2016, relating to the Notes
is herein called the Preliminary Offering Memorandum, and the final offering memorandum
dated April 11, 2016, relating to the Notes is herein called the Final Offering Memorandum.
This letter is furnished to you pursuant to Section 5(1) of the Purchase Agreement.
Because the primary purpose of our professional engagement was not to establish
or confirm factual matters or financial or statistical information, and because many
determinations involved in the preparation of the Preliminary Offering Memorandum, the Final
Offering Memorandum and the pricing information set forth in Annex A to the Purchase
Agreement are of a wholly or partially non-legal character or relate to legal matters outside the
scope of our opinion letter to you of even date herewith, we are not passing upon and do not
assume any responsibility for the accuracy, completeness or fairness of the statements contained
in the Preliminary Offering Memorandum, the Final Offering Memorandum or the pricing
information set forth in Annex A to the Purchase Agreement (except to the extent expressly set
forth in numbered paragraph 6 of our opinion letter to you of even date herewith), and we make
no representation that we have independently verified the accuracy, completeness or fairness of
such statements (except as aforesaid). We note that certain portions of the Preliminary Offering
Memorandum, the Final Offering Memorandum and the pricing information set forth in Annex A
to the Purchase Agreement have been included therein on the authority of officials of the
Republic, and that we are not experts (within the meaning of the U.S. Securities Act of 1933, as
amended) with respect to any portion of the Preliminary Offering Memorandum, the final
Offering Memorandum or the pricing information set forth in Annex A to the Purchase
Agreement, including, without limitation, the financial or statistical data included therein. We
are also not passing upon and do not assume any responsibility for ascertaining whether or when
any of the Preliminary Offering Memorandum, the final Offering Memorandum or the pricing
information set forth in Annex A to the Purchase Agreement were conveyed to any person.
However, in the course of our acting as special United States counsel to the
Republic in connection with its preparation of the Preliminary Offering Memorandum, the Final
Offering Memorandum and the pricing information set forth in Annex A to the Purchase
Agreement, we participated in conferences and telephone conversations with officials and
representatives of the Republic, your representatives and representatives of your counsel, during
which conferences and conversations the contents of the Preliminary Offering Memorandum, the
Final Offering Memorandum and the pricing information set forth in Annex A to the Purchase
Agreement and related matters were discussed, and we reviewed certain records and documents
furnished to us by the Republic.
Based on our participation in such conferences and conversations and our review
of such records and documents as described above, our understanding of the U.S. federal
securities laws and the experience we have gained in our practice thereunder, we advise you that:
(a)
No information has come to our attention that causes us to believe that the
Preliminary Offering Memorandum (except the financial data included therein and the statistical
data included in the sourcebook prepared in connection therewith, as to which we express no
view), considered together with the pricing information set forth in Annex A to the Purchase
Agreement, at 5:04 p.m.] (New York time) on April 19, 2016, contained an untrue statement of a
material fact or omitted to state a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading.
(b)
No information has come to our attention that causes us to believe that the
final Offering Memorandum (except the financial data included therein and the statistical data
included in the sourcebook prepared in connection therewith, as to which we express no view),
as of the date thereof or hereof, contained or contains an untrue statement of a material fact or
omitted or omits to state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading.
We are furnishing this letter to you, as the Initial Purchasers, solely for your
benefit in your capacity as such in connection with the offering of the Notes. This letter is not to
be relied on by or furnished to any other person or used, circulated, quoted or otherwise referred
to for any other purpose. We assume no obligation to advise you, or to make any investigations,
as to any legal developments or factual matters arising subsequent to the date hereof that might
affect the views expressed herein.
Very truly yours,

CLEARY GOTTLIEB STEEN & HAMILTON LLP
By:
a Partner
II J!qNX3
EXHIBIT B
AMOU1JTS PAID TO FEBRUARY 29 SETTLING PARTIES
#
Amount Paid
(USD)
Fedwire Reference
Number
NML Capital, Ltd.
U.S.$2,426,610,458.O0
FIS 1604228065800
Aurelius Capital
Master, Ltd
U.S.$434,476,042.00
20160422B1Q$152C000876
ACP Master, Ltd.
U.S.$J08,71 1,975.00
2016042231Q8152C000$75
Aurelius Opportunities
Fund II, LLC
U.S.$I 34,225,451.00
2016042238 54C000873
Aurelius Capital
Partners, LP
U.S.$1 69,141,371.00
20 16042231Q$1 54C000820
Blue Angel Capital I

LLC
U.S.$41 1,425,409.00
2016042231Q8153C000856
Olifant Fund, Ltd.
U.S.$70,990,501.00
2016042231Q$153C000$71
fYI Ltd.
U.S.$366,407,062.00
201 60422B 1Q$15 1C000836
fF1 fund Ltd.
U.S.$550,603,782.00
201 604223 1Q81 53C000$55
10
EM Limited
U.S.$$49,201,747.00
2016042231Q8151C001533
11
Procella Holdings, L.P.
U.S.$37,866,814.00
FiS 1604228168900
12
VR Global Partners,
L.P.
U.S.$35,508,705.00
f1S1604228167100
13
Montreux Partners. LP
U.S.$308,560,$43.00
2016042231Q8151C001532
14
Capital Ventures
International
U.S.$22 1,833,952.53
201 60422B IQ$15 1COO1 534
15
Lorin Capital Master

Fund, LP (formerly
Tortus Capital Master
Fund, LP)
U.S.$739,265 .26
Fl SI 604228158400

2
Amount Paid
(USD)
16
Clarex Limited
U.S.$1 10,468,850.45
fedwire Reference
Number
20160422B1Q8151C001541
17
Lightwater Corporation
Limited
U.S.$9,634,370.00
201 60422B 1Q81 52C00 1553
18
Old Castle Holdings,

Ltd.
U.S.$963,437.00
201 60422B1 Q81 54C001 614
19
Paolo Ercolani
U.S.$ 1,008,964.48
201 60422B 1Q81 54C00 1846
20
Rafael Leopoldo Settin

Lando
U.S.$3,235,439.00
20160422B1Q8154C001612
Feb 29 Seftling Pai

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Case 1:08-cv-06978-TPG Document 936 Filed 04/22/16 Page 1 of 2

825 EIGHTH AVENUE

WRITERS DIRECT DIAL NUMBER

April 22, 2016

We represent the Republic of Argentina (the Republic), defendant in the

Case 1:08-cv-06978-TPG Document 936 Filed 04/22/16 Page 2 of 2

Honorable Thomas P. Griesa

Case 1:08-cv-06978-TPG Document 936-1 Filed 04/22/16 Page 1 of 47

UNITED STATES DISTRICT COURT

08 Civ. 6978 (TPG)

THE REPUBLIC OF ARGENTINA,

14 Civ. $601 (TPG)

THE REPUBLIC OF ARGENTINA,

THE REPUBLIC OF ARGENTINA,

(captions continue on following

Case 1:08-cv-06978-TPG Document 936-1 Filed 04/22/16 Page 2 of 47

ff1 FUND, LTD. and FYI LTD.,

14 Civ. $630 (TPG)

THE REPUBLIC Of ARGENTINA,

AURELIUS CAPITAL MASTER, LTD. and ACP

09 Civ. $757 (TPG)

THE REPUBLIC Of ARGENTINA,

AURELIUS OPPORTUNITIES FUND II, LLC

10 Civ. 1602 (TPG)

THE REPUBLIC OF ARGENTINA,

Case 1:08-cv-06978-TPG Document 936-1 Filed 04/22/16 Page 3 of 47

AURELIUS CAPITAL MASTER, LTD. and

10 Civ. 3970 (TPG)

THE REPUBLIC OF ARGENTINA,

BLUE ANGEL CAPITAL I LLC,

10 Civ. 4101 (TPG)

THE REPUBLIC OF ARGENTINA,

OLIF ANT FUND, LTD.,

10 Civ. 9587 (TPG)

THE REPUBLIC OF ARGENTINA,

PABLO ALBERTO VARELA, et al.,

10 Civ. 5338 (TPG)

THE REPUBLIC OF ARGENTINA,

Case 1:08-cv-06978-TPG Document 936-1 Filed 04/22/16 Page 4 of 47

14 Civ. 8242 (TPG)

THE REPUBLIC Of ARGENTINA,

AURELIUS CAPITAL PARTNERS, LP, et at.,

14 Civ. 8946 (TPG)

THE REPUBLIC OF ARGENTINA,

BLUE ANGEL CAPITAL I LLC,

14 Civ. 8947 (TPG)

THE REPUBLIC OF ARGENTINA,

14 Civ. 8303 (TPG)

THE REPUBLIC OF ARGENTINA,

Case 1:08-cv-06978-TPG Document 936-1 Filed 04/22/16 Page 5 of 47

LIGHTWATER CORPORATION LIMITED,

14 Civ. 4092 (TPG)

THE REPUBLIC OF ARGENTINA,

OLD CASTLE HOLDINGS, LTD.,

14 Civ. 4091 (TPG)

THE REPUBLIC OF ARGENTINA,

14 Civ. 8739 (TPG)

THE REPUBLIC OF ARGENTINA,

CAPITAL VENTURES INTERNATIONAL,

14 Civ. 7258 (TPG)

THE REPUBLIC Of ARGENTINA,

Case 1:08-cv-06978-TPG Document 936-1 Filed 04/22/16 Page 6 of 47

14 Civ. 7739 (TPG)