TABLE OF CONTENTS

Special Note About Forward-Looking Statements			iii
Summary			1
Risk Factors			11
Exchange rates			15
Exchange Controls			16
Reasons For The Offer And Use Of Proceeds			17
Ratio of Earnings to Fixed Charges			17
The Exchange Offer			18
Description of Registered Notes			27
Description of Argentine Tier 1 Capital Regulations			46
Clearing and Settlement			49
Taxation			54
Certain ERISA Considerations			64
Plan of Distribution			65
Legal Matters			66
Experts			66
Enforcement of Civil Liabilities			66
Where You Can Find More Information			67
Incorporation Of Certain Documents By Reference			67

Definitions. In this prospectus, we use the terms “we,” “us,” “our,” and the “bank” to refer to Banco Macro S.A. and its subsidiaries on a consolidated basis.

The term “Argentina” refers to the Republic of Argentina. The terms “Argentine government” or the “government” refers to the federal government of Argentina and the term “Central Bank” refers to the Banco Central de la República Argentina, or the Argentine Central Bank. The terms “U.S. dollar” and “U.S. dollars” and the symbol “US$” refer to the legal currency of the United States. The terms “peso” and “pesos” and the symbol “Ps.” refer to the legal currency of Argentina. “U.S. GAAP” refers to generally accepted accounting principles in the United States, “Argentine GAAP” refers to generally accepted accounting principles in Argentina and “Central Bank Rules” refers to the accounting rules of the Central Bank. The term “GDP” refers to gross domestic product and all references in this prospectus to GDP growth are to real GDP growth.

     You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information that is different from the information contained in this prospectus. We are offering the Registered Notes only in jurisdictions where offers are permitted. This prospectus does not constitute an offer or solicitation to exchange any notes by any person in any jurisdiction in which it is unlawful for such person to make such an offer.

     This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission and has been prepared by us solely for use in connection with the exchange offer. We make no representation to you regarding the legality of the exchange offer. This prospectus will be delivered with the Company’s annual report filed on July 13, 2007 on Form 20-F. This prospectus incorporates important business and financial information about us that is not included in or delivered with the prospectus and the annual report. You should only rely on the information contained in or incorporated by reference in this prospectus. You should consult with your own advisors as to legal, tax, business, financial and related aspects of the exchange offer. You must comply with all laws applicable in any place in which you participate in the exchange offer or buy, offer or sell the Registered Notes or possess or distribute this prospectus and annual report, you must obtain all applicable consents and approvals, and we shall have no responsibility for any of the foregoing legal requirements. The registration statement containing this prospectus, including the exhibits to the registration statement, and other information incorporated into this prospectus is available without charge to the holders of the Notes upon written or oral request to Banco Macro S.A., 401 Sarmiento, 4^th Floor, Buenos Aires—C1004AAI, Argentina, Attention: Mr. Jorge Scarinci; Head of Investor Relations and Finance Manager, or by telephoning us at (+54-11-5222-6731).

     Each broker-dealer that receives Registered Notes for its own account under the exchange offer must acknowledge that it will deliver a prospectus and annual report in connection with any resale of those Registered Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer for resales of Registered Notes received in exchange for Notes that had been acquired as a result of market-making or other trading activities. We have agreed that, for a period of 90 days after the expiration date of the exchange

offer, we will make this prospectus, as it may be amended or supplemented, and annual report available to any broker-dealer for use in connection with any such resale. Any broker-dealers required to use this prospectus and any amendments or supplements to this prospectus and annual report for resales of the Registered Notes must notify us of this fact by requesting additional copies of these documents. Notwithstanding the foregoing, we are entitled under the registration rights agreements to suspend the use of this prospectus by broker-dealers under specified circumstances. See “Plan of Distribution”.

Market position. We make statements in this prospectus about our competitive position and market share in, and the market size of, the Argentine banking industry. We have made these statements on the basis of statistics and other information from third-party sources that we believe are reliable. Although we have no reason to believe any of this information or these reports are inaccurate in any material respect, neither we or the Arranger have independently verified the competitive position, market share and market size or market growth data provided by third parties or by industry or general publications.

Rounding. Certain figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Accounting practices. We maintain our financial books and records in Argentine pesos and prepare and publish our consolidated financial statements in Argentina in conformity with the Central Bank Rules, which differ in certain significant respects from U.S. GAAP and, to a certain extent, from Argentine GAAP. Our consolidated financial statements contain a description of the principal differences between Central Bank Rules and Argentine GAAP. Under Central Bank Rules, our financial statements were adjusted to account for the effects of wholesale-price inflation in Argentina for the periods through February 28, 2003. For the periods subsequent to February 28, 2003, the inflation adjustments were no longer applied to our financial statements under Central Bank Rules, as inflation returned to normalized levels during 2003. In addition, in December 2004, in May 2006 and in August 2006, we acquired Nuevo Banco Suquía S.A., Banco del Tucumán S.A. (“Banco del Tucumán”) and Nuevo Banco Bisel S.A. (“Nuevo Banco Bisel”), respectively, which significantly enhanced the size and scope of our business. As a result of our acquisition of Nuevo Banco Suquía S.A. (“Nuevo Banco Suquía”), our results of operations for the year ended December 31, 2004 differ significantly from our results of operations for the year ended December 31, 2005 and as a result of our acquisitions of Banco del Tucumán and Nuevo Banco Bisel, our results of operations for the year ended December 2005 differ significantly from our results of operations for the year ended December 31, 2006. Given the instability and regulatory and economic changes that Argentina has experienced since the beginning of the economic crisis in 2001 as well as our acquisitions, the financial information set forth in our annual report on Form 20-F and incorporated herein by reference may not be fully indicative of our anticipated results of operations or business prospects after the dates indicated. These factors also affect comparability among periods.

Our audited consolidated financial statements for the three years ended December 31, 2006 included in our annual report on Form 20-F are incorporated herein by reference have been reconciled to U.S. GAAP. See note 33 to our audited consolidated financial statements as of and for the three years ended December 31, 2006 for a reconciliation of our financial statements to U.S. GAAP.

SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements, principally under the captions “Summary” and “Risk factors.” We have based these forward-looking statements largely on our current beliefs, expectations and projections about future events and financial trends affecting our business. Many important factors, in addition to those discussed elsewhere in this prospectus, could cause our actual results to differ substantially from those anticipated in our forward-looking statements, including, among other things:

	Ø		changes in general economic, business, political, legal, social or other conditions in Argentina;
	Ø		inflation;
	Ø		changes in interest rates and the cost of deposits;
	Ø		government regulation;
	Ø		adverse legal or regulatory disputes or proceedings;
	Ø		credit and other risks of lending, such as increases in defaults by borrowers;
	Ø		fluctuations and declines in the value of Argentine public debt;
	Ø		competition in banking, financial services and related industries;
	Ø		deterioration in regional and national business and economic conditions in Argentina;
	Ø		fluctuations in the exchange rate of the peso; and
	Ø		the risk factors discussed under “Risk factors” beginning on page 11.

The words “believe,” “may,” “will,” “aim,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “forecast” and similar words are intended to identify forward-looking statements. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, the effects of future regulation and the effects of competition. Forward-looking statements speak only as of the date they were made, and we undertake no obligation to update publicly or to revise any forward-looking statements after we distribute this prospectus because of new information, future events or other factors. In light of the risks and uncertainties described above, the forward-looking events and circumstances discussed in this prospectus might not occur and are not guarantees of future performance.

RISK FACTORS

     An investment in the offered securities involves risks. Before making an investment decision to invest in the offered securities, you should carefully consider the specific risk factors described in the documents incorporated by reference and the risk factors described below.

RISKS RELATING TO THE NOTES

The Registered Notes will be effectively subordinated to our secured creditors and our depositors.

     The Registered Notes will rank at least pari passu in right of payment with all of our existing and future unsecured and unsubordinated indebtedness, other than obligations preferred by statute or by operation of law, including, without limitation, tax and labor-related claims and our obligations to depositors.

     In particular, under the Financial Institutions Law, all of our existing and future depositors will have a general priority right over holders of Registered Notes. The Financial Institutions Law provides that in the event of judicial liquidation or insolvency, all depositors would have priority over all of our other creditors (including holders of Registered Notes), except certain labor creditors and secured creditors. Moreover, depositors would have priority over all other creditors, with the exception of certain labor creditors, to funds held by the Argentine Central Bank (Banco Central de la República Argentina or the “Central Bank”) as reserves, any other funds at the time of any revocation of our banking license and proceeds from any mandatory transfer of our assets by the Central Bank.

     The Registered Notes are also subordinated notes. In addition to the priority of certain other creditors described in the preceding paragraphs, subordinated notes will also rank at all times junior in right of payment to certain of our unsecured and unsubordinated indebtedness.

Exchange controls and restrictions on transfers abroad may impair your ability to receive payments on the notes.

     In 2001 and 2002, Argentina imposed exchange controls and transfer restrictions, substantially limiting the ability of companies to retain foreign currency or make payments abroad. These restrictions have been substantially eased, including those requiring the Central Bank’s prior authorization for the transfer of funds abroad in order to pay principal and interest on debt obligations. However, Argentina may re-impose exchange controls and transfer restrictions in the future, among other things, in response to capital flight or a significant depreciation of the peso. In such event, your ability to receive payments on the notes may be impaired.

We may redeem the Registered Notes prior to maturity.

     The Registered Notes are redeemable at our option, starting December 18, 2006, in the event of certain changes in Argentine taxes, the Registered Notes may also be redeemable at our option for any other reason. We may choose to redeem the Registered Notes at times when prevailing interest rates may be relatively low. Accordingly, an investor may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as that of the Registered Notes. Our option to redeem the Registered Notes begins December 18, 2016.

As a financial institution, any bankruptcy proceeding against us would be subject to intervention by the Central Bank, which may limit remedies otherwise available and extend the duration of proceedings.

     If we are unable to pay our debts as they come due, the Central Bank would typically intervene by appointing a reviewer, request us to file a reorganization plan, transfer certain of our assets and liabilities and possibly revoke our banking license and file a liquidation petition before a local court. Upon any such intervention, noteholders’ remedies may be restricted and the claims and interests of our depositors and other creditors may be prioritized over those of noteholders. As a result, the noteholders may realize substantially less on their claims than they would in a bankruptcy proceeding in Argentina, the United States or any other country.

Holders of Registered Notes may find it difficult to enforce civil liabilities against us or our directors, officers and controlling persons.

     We are organized under the laws of Argentina and our principal place of business (domicilio social) is in the City of Buenos Aires, Argentina. Most of our directors, officers and controlling persons reside outside the United States. In addition, all or a substantial portion of our assets and their assets are located outside of the United States. As a result, it may be difficult for holders of Registered Notes to effect service of process within the United States on such persons or to enforce judgments against them, including any action based on civil liabilities under the U.S. federal securities laws. Based on the opinion of our Argentine counsel, there is doubt as to the enforceability against such persons in Argentina, whether in original actions or in actions to enforce judgments of U.S. courts, of liabilities based solely on the U.S. federal securities laws.

Interest on the Registered Notes may be limited to the extent we do not have sufficient Distributable Amounts.

     No interest on the Registered Notes will be due and payable in the event that the payment of such interest, together with any other payments or distributions (other than payments in respect of redemptions or repurchases) on or in respect of our Parity Obligations (including the Registered Notes) previously made or scheduled to be made during the Distribution Period in which such Interest Payment Date falls, would exceed our Distributable Amounts for such Distribution Period. Interest payments on the Registered Notes are non-cumulative such that if an interest payments is not made in full as a result of the limitation described in the preceding sentence, such unpaid interest will not accrue or be due and payable at any time and, accordingly, holders of Registered Notes will not have any claim therefor, whether or not interest is paid with respect to any other interest period.

     The Distributable Amounts available for payment of interest on the Registered Notes on an interest payment date is based principally on our unappropriated retained earnings from the prior year. Subject to certain limited exceptions, Argentine law does not restrict our shareholders from approving the payment of dividends to themselves out of our unappropriated retained earnings, and the indenture relating to the Registered Notes will not restrict our ability to pay dividends unless and until interest on the Registered Notes has not been paid in full as scheduled. In addition, Distributable Amounts available for payment of interest on the Registered Notes depends on the amount of payments or other distributions on or in respect of our Parity Obligations previously made or schedule to be made during the relevant Distribution Period. Although we do not currently have any Parity Obligations outstanding, the indenture relating to the Registered Notes will not restrict our ability to issue Parity Obligations in the future. Accordingly, we cannot assure you that we will have sufficient Distributable Amounts to make interest payments on the Registered Notes.

We may be prevented by the Central Bank or Argentine banking regulations from making interest or other payments on or in respect of the Registered Notes.

     No interest on the Registered Notes will be due and payable on an Interest Payment Date in the event that we would be prevented from paying interest on the Registered Notes on such Interest Payment Date as a result of (X) a general prohibition by the Central Bank on paying interest or making other payments or distributions on or in respect of our Parity Obligations (including the Registered Notes) or (Y) as provided in Communications “A” 4589, “A” 4591 and “A” 4664 of the Central Bank or any successor regulations thereto, (a) we are subject to a liquidation procedure or the mandatory transfer of our assets by the Central Bank in accordance with Sections 34 or 35 bis of the Financial Institutions Law or successors thereto; (b) we are receiving financial assistance from the Central Bank (except liquidity assistance under the pesification rules pursuant to Decree No. 739/2003); (c) we are not in compliance with or have failed to comply on a timely basis with our reporting obligations to the Central Bank; or (d) we are not in compliance with minimum capital requirements (both on an individual and consolidated basis) or with minimum cash reserves (on average).

     As a result of the recent Argentine crisis, all banks were prohibited by the Central Bank from paying dividends in 2002 and 2003. As the economy recovered, the Central Bank eased the prohibition but still required prior authorization for the distribution of dividends by banks in 2004, 2005 and 2006. Although this requirement is no longer in effect, we cannot assure you that, if confronted with a similar crisis, the Central Bank will not prevent banks from making interest payments on Parity Obligations, including the Registered Notes.

The Registered Notes will be unsecured and subordinated and, in the event of our bankruptcy, the Registered Notes will rank junior to our unsubordinated obligations and certain of our subordinated obligations.

     The Registered Notes will constitute our unsecured and subordinated obligations. In the event of our bankruptcy, the Registered Notes will rank junior to all claims of our unsubordinated creditors and certain of our subordinated creditors. See “Description of the Notes—Subordination.” By reason of the subordination of the Registered Notes, in the case of our bankruptcy, although the Registered Notes would become immediately due and payable at their principal amount together with accrued interest thereon, our assets would be available to pay such amounts only after all such creditors have been paid in full. We expect to incur from time to time additional obligations that rank senior to the Registered Notes, and the indenture relating to the Registered Notes does not prohibit or limit the incurrence of such obligations.

     Under Argentine law, our obligations under the Registered Notes will also be subordinated to certain statutory preferences such as tax and labor-related claims and our obligations to depositors. In particular, under the Financial Institutions Law, all of our existing and future depositors will have a general priority right over holders of Registered Notes. The Financial Institutions Law provides that in the event of our bankruptcy or insolvency, all depositors would have priority over all of our other creditors (including holders of Registered Notes), except certain labor creditors and secured creditors. Moreover, depositors would have priority over all other creditors, with the exception of certain labor creditors, to funds held by the Central Bank as reserves, any other funds at the time of any revocation of our banking license and proceeds from any mandatory transfer of our assets by the Central Bank.

If we do not satisfy our obligations under the Registered Notes, your remedies will be limited.

     Payment of principal on the Registered Notes may be accelerated only in certain events involving our bankruptcy. There is no right of acceleration in the case of a default in the performance of any of our covenants, including a default in the payment of principal, premium or interest. See “Description of the Registered Notes—Events of Default.”

If the exchange offer is completed, the trading market for the Notes exchanged may become illiquid, which may adversely affect the market value of the Notes.

Notes not exchanged pursuant to the exchange offer will remain outstanding. The exchange offer will reduce the aggregate principal amount of Notes that otherwise might trade in the market, which could adversely affect the liquidity and market value of any Notes not exchanged. See “The Exchange Offer—Consequences of Failure to Exchange.”

The ratings of the notes may be lowered or withdrawn depending on various factors, including the rating agency’s assessment of our financial strength and Argentine sovereign risk.

     The notes are rated “B3” by Moody’s Investors Service, Inc. and “B-” by Fitch Ratings Ltd. At the local level, Moody’s Latin America has rated the notes “A3.ar” and Fitch Argentina has rated the notes “A(arg).” The ratings of the notes reflect the relevant rating agency’s assessment of our ability to make timely payment of principal and interest on the notes. Moreover, the methods of assigning ratings used by Argentine rating agencies may differ in important aspects from those used by the rating agencies in the United States or other countries. The ratings on the notes are not a recommendation to buy, sell or hold the notes, and the ratings do not comment on market prices or suitability for a particular investor. We cannot assure you that the ratings of the notes will remain for any given period of time or that the ratings will not be lowered or withdrawn. A downgrade in ratings will not be an event of default with respect to the notes. The assigned ratings may be raised or lowered depending, among other things, on the rating agency’s assessment of our financial strength as well as its assessment of Argentine sovereign risk generally, and any change to these may affect the market price or liquidity of the notes.

The U.S. federal income tax treatment of the Registered Notes is unclear.

     Because of certain features of the Registered Notes, the U.S. federal income tax treatment applicable to the Registered Notes is uncertain. While we do not intend to treat the Registered Notes as subject to the “contingent payment debt instrument” rules under U.S. federal income tax regulations, it is possible that the U.S. Internal

Revenue Service (“IRS”) could assert such treatment. If this assertion were successful, U.S. Holders (as defined in “Taxation—Material U.S. Federal Income Tax Considerations”) would generally be required to include interest income on a constant yield basis at a rate that could differ from, and could at certain times be in excess of, the stated interest on the Registered Notes. In addition, any gain on the sale of Registered Notes derived by a U.S. Holder would be treated as ordinary income rather than capital gain.

     It is also possible that the IRS could assert that the Registered Notes should be treated as equity for U.S. federal income tax purposes. If this assertion were successful, U.S. Holders could also be subject to adverse tax rules (including an interest charge on and ordinary income treatment of any gain derived with respect to the Registered Notes) if it were also determined that we are a “passive foreign investment company” for U.S. federal income tax purposes. While we do not believe that we are currently a passive foreign investment company, the test for determining “passive foreign investment company” status is a factual one based upon a periodic evaluation of our assets and income and is unclear when applied to banking businesses such as our own. Thus we cannot provide any assurance that we will not be determined to be a “passive foreign investment company” as of the issuance of the Registered Notes or in any future period. For a more detailed discussion of these issues, see “Taxation—Material U.S. Federal Income Tax Considerations” in this prospectus.

EXCHANGE RATES

     On January 7, 2002, the Argentine congress enacted the Public Emergency Law, abandoning over ten years of fixed peso-U.S. dollar parity at Ps.1.00 per US$1.00. After devaluing the peso and setting the official exchange rate at Ps.1.40 per US$1.00, on February 11, 2002, the government allowed the peso to float. The shortage of U.S. dollars and their heightened demand caused the peso to further devalue significantly in the first half of 2002. Since June 30, 2002, the peso has appreciated versus the U.S. dollar from an exchange rate of Ps.3.80 per US$1.00 to an exchange rate of Ps. 3.0748 per US$1.00 at July 31, 2007.

     The following table sets forth the annual high, low, average and period-end exchange rates for the periods indicated, expressed in pesos per U.S. dollar and not adjusted for inflation. There can be no assurance that the peso will not depreciate again in the future, particularly while the restructuring of a substantial portion of Argentina’s foreign debt remains unresolved. The Federal Reserve Bank of New York does not report a noon buying rate for pesos.

		Exchange Rates(1)
		High				Low				Average(2)				Period-end
2002			3.8675				1.0000				2.9785				3.3630
2003			3.3625				2.7485				2.9493				2.9330
2004			3.0718				2.8037				2.9424				2.9738
2005			3.0523				2.8592				2.9230				3.0315
2006			3.1072				3.0305				3.0741				3.0695
February 2007			3.1058				3.0975				3.1026				3.1010
March 2007			3.1060				3.0963				3.1010				3.1007
April 2007			3.1008				3.0808				3.0891				3.0898
May 2007			3.0852				3.0727				3.0800				3.0785
June 2007			3.0932				3.0722				3.0793				3.0908
July 2007			3.0865				3.0748				3.0820				3.0748
2007 through July 2007			3.1068				3.0553				3.0928				3.0748

EXCHANGE CONTROLS

     In 2001 and 2002 and until February 7, 2003, the Central Bank, among other restrictive measures, restricted the transfer of U.S. dollars abroad without its prior approval. In 2003 and 2004, the government substantially eased these restrictions.

     However, in June 2005, the Argentine government imposed certain additional restrictions on inflows and outflows of foreign currency to the Argentine foreign exchange market. New indebtedness and debt refinancings with non-Argentine residents from the private sector entered in the local foreign exchange market must have a term of at least 365 calendar days.

     Additionally, the regulation prohibits the prepayment of such indebtedness before the expiration of such term, irrespective of the payment method and whether or not liquidation includes a foreign exchange trade in the local market. The following transactions are exempted from this restriction: (i) foreign trade financings; (ii) primary debt security issuances through public offerings and listed on self-regulated markets; and (iii) the income of foreign financial indebtedness, provided that (a) the proceeds from the exchange settlement, net of taxes and expenses, are used for the purchase of foreign currency to cancel principal on foreign debt and/or to invest in long term foreign assets; or (b) they are agreed to and settled in an average term of not less than two years, including payments of the principal and interest contemplated in the calculation, and to the extent they are applied to invest in non-financial assets, as defined by the Central Bank.

     As a result, any inflow of funds to the local foreign exchange market arising from, but not limited to: (i) foreign indebtedness, except in the above-mentioned instances; (ii) primary stock issuances of companies residing in Argentina not made pursuant to public offerings and not listed on self-regulated markets, to the extent they do not constitute direct investments; (iii) non-residents’ portfolio investments to hold Argentine currency and assets and liabilities in the financial and non-financial private sector, to the extent that they do not arise from the primary subscription of debt securities issued pursuant to a public offering and listed on a self-regulated market and/or the primary subscription of stock of companies residing in Argentina pursuant to a public offering and listed on a self-regulated market; and (iv) non-residents’ portfolio investments to purchase any right on securities issued by the public sector in the over-the-counter market, must comply with the following requirements, among others:

	(1)		fund inflows may only be transferred out of the local foreign exchange market upon the lapse of a term of 365 calendar days as from the date on which the funds entered the country; and
	(2)		the placement of a nominative, non-transferable and non-compensated deposit in an amount equal to the 30% of the amount involved in the transaction for a term of 365 calendar days, pursuant to the terms and under the conditions established in the applicable regulations.

     As of the date hereof, original maturity of certain debt securities issued pursuant to a primary public offering and listed on a self-regulated market shall be exempt from the minimum stay period of 365 calendar days for purposes of purchasing foreign currency to repay such debt. These restrictions do not apply to the proceeds received by us from the issuance and sale of notes under this program.

REASONS FOR THE OFFER AND USE OF PROCEEDS

     We will not receive any proceeds from the exchange offer described in this prospectus. This offering is being undertaken to comply with our obligations to register and remove the legends from the Notes we issued December 18, 2006.

RATIO OF EARNINGS TO FIXED CHARGES

As of and for the year ended December 31,

2002(1)

2003(1)

2004(2)

2005

2006(3)

Under Argentine GAAP

Ratio of earnings to fixed charges (excluding interest on deposits)(4)

2.39x

3.96x

5.69x

3.01x

6.76x

Ratio of earnings to fixed charges (including interest on deposits)(5)

2.19x

2.26x

3.02x

2.14x

2.49x

Under U.S. GAAP

Ratio of earnings to fixed charges (excluding interest on deposits)(4)

—

4.19x

3.45x

4.71x

7.29x

Ratio of earnings to fixed charges (including interest on deposits)(5)

—

2.36x

2.05x

3.10x

2.62x

THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

     We sold the Notes pursuant to a program agreement dated as of December 11, 2006, among us and Credit Suisse Securities (USA) LLC, Credit Suisse Securities (Europe) Limited, Raymond James & Associates Inc. and Raymond James Argentina Sociedad de Bolsa S.A., and pursuant to a terms agreement dated as of December 11, 2006, among UBS Securities LLC, Credit Suisse Securities (USA) LLC and Raymond James Argentina Sociedad de Bolsa S.A., to whom we refer in this prospectus as the initial purchasers. The initial purchasers subsequently sold the Notes to “qualified institutional buyers”, as defined in Rule 144A under the Securities Act, in reliance on Rule 144A, and to non-U.S. persons pursuant to offers and sales that occurred outside the United States within the meaning of Regulation S.

     As a condition to the initial sale of the Notes, we and the initial purchasers entered into a registration rights agreement dated as of December 18, 2006. Under the registration rights agreement, we agreed to:

	•		file a registration statement under the Securities Act with the SEC with respect to the Registered Notes; and
	•		cause that registration statement to be declared effective within 315 days after the closing date.

     We agreed to exchange the Registered Notes for all Notes validly tendered and not validly withdrawn before the expiration of the exchange offer. We are sending this prospectus to all of the beneficial holders known to us. For each Note validly tendered to us pursuant to the exchange offer and not validly withdrawn, the holder will receive a Registered Note having a principal amount equal to that of its tendered Note. We have filed a copy of the registration rights agreement as an exhibit to the registration statement that includes this prospectus. The registration statement is intended to satisfy some of our obligations under the registration rights agreement.

     The term “holder” with respect to the exchange offer means any person in whose name Notes are registered on the register maintained by the registrar, any other person who has obtained a properly completed bond power from the registered holder or any person whose Notes are held of record by The Depository Trust Company, which we refer to as the Depositary or DTC, who desires to deliver the Note by book-entry transfer at DTC.

Resale of the Registered Notes

     We believe that you will be allowed to resell the Registered Notes to the public without registration under the Securities Act, and without delivering a prospectus that satisfies the requirements of Section 10 of the Securities Act, if you can make the representations set forth below under “—Procedures for Tendering Notes”. However, if you (1) intend to participate in a distribution of the Registered Notes, (2) are a broker-dealer that acquired the Notes from us in the initial offering with an intent to distribute those notes and not as a result of market-making activities or (3) are an “affiliate” of ours as that term is defined in Rule 405 of the Securities Act, you will not be eligible to participate in the exchange offer and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of your notes.

     We base our view on interpretations by the staff of the SEC in no-action letters issued to other issuers in exchange offers similar to ours. However, we have not asked the SEC to consider this particular exchange offer in the context of a no-action letter. Therefore, you cannot be sure that the SEC will treat it in the same way it has treated other exchange offers in the past.

     A broker-dealer that has acquired Notes as a result of market-making or other trading activities has to deliver a prospectus in order to resell any Registered Notes it receives for its own account in the exchange offer. This prospectus may be used by such broker-dealer to resell any of its Registered Notes. We have agreed that we will make this prospectus, as it may be amended or supplemented, available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution” for more information regarding broker-dealers.

     The exchange offer is not being made to, nor will we accept tenders for exchange from, holders of Notes in any jurisdiction in which the exchange offer or the acceptance of the exchange offer would not comply with the securities or blue sky laws.

     The exchange offer is not subject to any federal or state regulatory requirements other than securities laws.

Terms of the Exchange Offer

     General. Based on the terms and conditions set forth in this prospectus, we will accept any and all Notes validly tendered and not validly withdrawn on or before the expiration date.

     Subject to the minimum denomination requirements of the Registered Notes, we will issue $1,000 principal amount of Registered Notes in exchange for each $1,000 principal amount of outstanding Notes validly tendered pursuant to the exchange offer and not validly withdrawn on or before the expiration date. Holders may tender some or all of their Notes pursuant to the exchange offer. However, Notes may be tendered only in amounts of $100,000 and integral multiples of $1,000 principal amount.

     The form and terms of the Registered Notes are the same as the form and terms of the Notes except that:

	•		the Registered Notes will be registered under the Securities Act and, therefore, will not bear legends restricting the transfer of the Registered Notes; and
	•		holders of the Registered Notes will not be entitled to any of the exchange offer provisions under the registration rights agreement, which rights will terminate upon the consummation of the exchange offer, or to the additional interest provisions of the registration rights agreement.

     As of the date of this prospectus, US$150.0 million aggregate principal amount of the Notes are outstanding, all of which are registered in the name of Cede & Co., as nominee for DTC. Solely for reasons of administration, we have set the close of business on August 17, 2007 as the record date for the exchange offer for purposes of determining the persons to whom we will initially mail this prospectus. There will be no fixed record date for determining holders of the Notes entitled to participate in the exchange offer, and all holders of Notes may tender their Notes.

     We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement and the applicable requirements of the Securities Exchange Act of 1934, which we refer to as the Exchange Act, and the related rules and regulations of the SEC. Notes that are not tendered for exchange in the exchange offer will remain outstanding and interest on these Notes will continue to accrue at a rate equal to 9.75% per year.

     We will be deemed to have accepted validly tendered Notes if and when we give written notice of our acceptance to HSBC Bank USA, National Association , which is acting as the exchange agent. The exchange agent will act as agent for the tendering holders of Notes for the purpose of receiving the Registered Notes from us.

     If you validly tender Notes in the exchange offer, you will not be required to pay brokerage commissions or fees. In addition, subject to the instructions in this prospectus, you will not have to pay transfer taxes for the exchange of Notes. We will pay all charges and expenses in connection with the exchange offer, other than certain applicable taxes described under “—Fees and Expenses”.

Expiration Date; Extensions; Amendments

     The “expiration date” means 5:00 p.m., New York City time, on September 18, 2007, unless we extend the exchange offer, in which case the expiration date is the latest date and time to which we extend the exchange offer. We do not currently intend to extend the exchange offer. However, if we elect to extend the exchange offer on one or more occasions, we will not extend the exchange offer for more than an aggregate of 5 days.

     In order to extend the exchange offer, we will:

	•		notify the exchange agent of any extension by written communication; and
	•		issue a press release or other public announcement, which will report the approximate number of Notes tendered, before 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

     During any extension of the exchange offer, all Notes previously validly tendered and not validly withdrawn will remain subject to the exchange offer.

     We reserve the right:

	•		to delay accepting any Notes;
	•		to amend the terms of the exchange offer in compliance with the provisions of the Exchange Act;
	•		to extend the exchange offer; or
	•		if, in the opinion of our counsel, the consummation of the exchange would violate any law or interpretation of the staff of the SEC, to terminate or amend the exchange offer by giving written notice to the exchange agent.

     Any delay in acceptance, extension, termination, or amendment will be followed as soon as practicable by a press release or other public announcement. If we amend the exchange offer in a manner that we determine constitutes a material change, we will promptly disclose that amendment by means of a prospectus supplement that will be distributed to the registered holders of the Notes, and we will extend the exchange offer for a period of time that we will determine to comply with the Exchange Act, depending upon the significance of the amendment and the manner of disclosure to the registered holders, if the exchange offer would have otherwise expired.

     In all cases, issuance of the Registered Notes for Notes that are accepted for exchange will be made only after timely receipt by the exchange agent of a properly completed book-entry confirmation with an agent’s message. However, we reserve the right to waive any conditions of the exchange offer, which we, in our reasonable discretion, determine are not satisfied, or any defects or irregularities in the tender of Notes. If we do not accept any tendered Notes for any reason set forth in the terms and conditions of the exchange offer or if you submit Notes for a greater principal amount than you want to exchange, we will return the unaccepted or non-exchanged Notes to you, or substitute Notes evidencing the unaccepted or non-exchanged portion, as appropriate. See "—Return of Notes”. We will deliver Registered Notes issued in exchange for Notes validly tendered and accepted for exchange, and we will promptly return any Notes not accepted for exchange for any reason, to the applicable tendering holder.

Interest on the Registered Notes

     Interest on the Registered Notes will be payable on each interest payment date on which the Registered Notes are outstanding. Interest on the Registered Notes will accrue at the fixed rate of 9.75% per annum from the most recent interest payment date to which interest on the Notes has been paid or duly provided for until December 18, 2016, and thereafter at an annual rate equal to the Six-Month LIBOR Rate (as defined in “Description of the Registered Notes—Interest Rate—Floating Rate Period”) for the related interest period plus 7.11%, in each case subject to the limitation on interest described in “Description of the Notes—Limitation on Interest.” Interest accrued on the Notes accepted for exchange will not be payable under such Notes but will instead be payable under the Registered Notes for which such Notes were exchanged. Consequently, holders who exchange their Notes for Registered Notes will receive the same interest payment on each interest payment date following the issue of the Registered Notes that they would have received had they not accepted the exchange offer.

Procedures for Tendering Notes

     If you wish to exchange your Notes for Registered Notes, you, the custodial entity or direct participant (as

the case may be) through which you hold your Notes must submit, at or prior to 5:00 P.M., New York City time, on the Expiration Date, your offer to exchange Notes in the applicable manner described below.

     By submitting an exchange offer with respect to the Notes pursuant to the exchange offer, you are deemed to make certain acknowledgments, representations, warranties and undertakings to us, the exchange agent as set forth under “Holders’ Representations, Warranties and Undertakings.”

     If you hold any Notes through DTC, you must arrange for a direct participant in DTC to submit your exchange offer or tender offer to DTC through DTC’s Automated Tender Offer Program (“ATOP”) and follow the procedure for book-entry transfer set forth below. DTC has confirmed that the exchange offer is eligible for ATOP. Accordingly, a DTC participant whose name appears on a security position listing as the holder of the relevant Notes must electronically transmit its submission of an exchange offer by causing DTC to transfer Notes in the participant’s account to the exchange agent’s account at DTC in accordance with DTC’s ATOP procedures for such a transfer. DTC will then send an Agent’s Message to the exchange agent.

     The term “Agent’s Message” means a message, transmitted by DTC, received by the exchange agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the tendering participant, which acknowledgment states that such participant has received and agrees to be bound by the terms of the exchange offer (as set forth in this prospectus) and that we may enforce such agreement against such participant. Holders who intend to tender their Notes on the Expiration Date should allow sufficient time for completion of the ATOP procedures during the normal business hours of DTC on such date.

     Although transfer of the Notes to the exchange agent’s account at DTC may be effected through book-entry at DTC, an Agent’s Message must be transmitted by DTC and received by the exchange agent on or prior to the Expiration Date in order to validly tender your Notes pursuant to the exchange offer.

     Your offer must be submitted through DTC’s ATOP system in accordance with the deadlines and procedures established by DTC, and an Agent’s Message with respect to your exchange offer or tender offer must be received by the exchange agent at or prior to 5:00 P.M., New York City time, on the Expiration Date.

     If you hold your Notes through Euroclear or Clearstream, Luxembourg, you must arrange for a direct participant in Euroclear or Clearstream, Luxembourg, as the case may be, to deliver your exchange offer, which includes “blocking” instructions (as defined below), to Euroclear or Clearstream, Luxembourg in accordance with the procedures and deadlines specified by Euroclear or Clearstream, Luxembourg at or prior to 5:00 P.M., New York City time, on the Expiration Date.

     “Blocking instructions” means:

	•		irrevocable instructions to block any attempt to transfer your Notes on or prior to the settlement date;
	•		irrevocable instructions to debit your account on the settlement date in respect of all of your Notes upon receipt of an instruction by the exchange agent to receive your Notes for us, and
	•		an irrevocable authorization to disclose, to the exchange agent, the identity of the participant account holder and account information;
	•		subject to the automatic withdrawal of the irrevocable instruction in the event that the exchange offer is terminated by us and your right to withdraw your offer to exchange or tender prior to 5:00 P.M., New York City time, on the Expiration Date.

          Your exchange offer, which includes your “blocking” instructions, must be delivered and received by Euroclear or Clearstream, Luxembourg in accordance with the procedures established by them and on or prior to the deadlines established by each of those clearing systems. You are responsible for informing yourself of these

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deadlines and for arranging the due and timely delivery of “blocking” instructions to Euroclear or Clearstream, Luxembourg.

     If you hold your Notes through a custodian, you may not submit an exchange offer directly. You should contact that custodian to submit an exchange offer on your behalf.

     In order to “block” the Notes accepted for exchange, you must instruct the direct participant that holds your Notes at the applicable clearing system to:

	•		in the case of DTC, irrevocably deliver such amount of your Notes to the exchange agent’s account at DTC, using DTC’s ATOP system as described above; and
	•		in the case of Euroclear or Clearstream, Luxembourg, submit irrevocable “blocking” instructions (defined above) with respect to such amount of your Notes;

     If you do not hold your Notes through an account with DTC, Euroclear or Clearstream, Luxembourg, you must arrange to have your Notes transferred to a DTC, Euroclear or Clearstream, Luxembourg account. Once your Notes have been transferred to a DTC, Euroclear or Clearstream, Luxembourg account, you may then submit the “blocking instructions” as described above.

     You are responsible for arranging the timely delivery of your “blocking” instructions and your offer to exchange.

     None of us or the exchange agent will be responsible for the communication of exchange offers by:

	•		holders of Notes to the direct participant in DTC, Euroclear or Clearstream, Luxembourg through which they hold the Notes; or
	•		holders of Notes or the direct participant to the exchange agent, DTC, Euroclear or Clearstream, Luxembourg.

     If you hold Notes through a broker, dealer, commercial bank or financial institution, you should consult with that institution as to whether it will charge any service fees.

     We will make the final determination regarding all questions relating to the validity, form and eligibility, including time of receipt of tenders and withdrawals of tendered Notes. Our determination will be final and binding on all parties.

     We reserve the absolute right to reject any and all Notes improperly tendered. We will not accept any Notes if our acceptance of them would, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any defects, irregularities, or conditions of tender as to any particular Note. Our interpretation of the terms and conditions of the exchange offer will be final and binding on all parties. Unless waived, you must cure any defects or irregularities in connection with tenders of Notes on or before the expiration date. Although we intend to notify holders of defects or irregularities in connection with tenders of Notes, neither we, the exchange agent, nor anyone else will incur any liability for failure to give that notice. Tenders of Notes will be deemed to have been made until any defects or irregularities have been cured or waived. All conditions of the exchange offer will be satisfied or waived prior to the expiration of the exchange offer. We will not waive any condition of the exchange offer with respect to any noteholder unless we waive such condition for all noteholders.

     We have no current plan to acquire, or to file a registration statement to permit resales of any Notes that are not validly tendered pursuant to the exchange offer. However, we reserve the right in our sole discretion to purchase or make offers for any Notes that remain outstanding after the expiration date. To the extent permitted by law, we also reserve the right to purchase Notes in the open market, in privately negotiated transactions, or otherwise. The terms of any future purchases or offers could differ from the terms of the exchange offer.

Holders’ Representations, Warranties and Undertakings

     If you elect to tender Notes in exchange for Registered Notes, you must exchange, assign, and transfer the Notes to us and irrevocably constitute and appoint the exchange agent as your true and lawful agent and attorney-in-fact with respect to the tendered Notes, with full power of substitution, among other things, to cause the Notes to be assigned, transferred, and exchanged. By making your exchange offer, you make the representations and warranties set forth below to us. By making the exchange offer, you also promise, upon our request, to execute and deliver any additional documents that we consider necessary to complete the exchange of Notes for Registered Notes.

     Under existing interpretations of the SEC contained in several no-action letters to third parties, we believe that the Registered Notes will be freely transferable by the holders after the exchange offer without further registration under the Securities Act. However, each holder who wishes to exchange its Notes for Registered Notes will be deemed to represent:

	•		that the holder has full power and authority to tender, exchange, assign and transfer the Notes tendered;
	•		that we will acquire good title to the Notes being tendered, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sale agreements or other obligations relating to their sale or transfer, and not subject to any adverse claim when we accept the Notes;
	•		that the holder is acquiring the Registered Notes in the ordinary course of its business;
	•		that the holder is not participating in and does not intend to participate in a distribution of the Registered Notes;
	•		that the holder has no arrangement or understanding with any person to participate in the distribution of the Registered Notes;
	•		that the holder is not an “affiliate”, as defined in Rule 405 under the Securities Act, of us; and
	•		that if the holder is a broker-dealer and it will receive Registered Notes for its own account in exchange for Notes that it acquired as a result of market-making activities or other trading activities, it will deliver a prospectus in connection with any resale of the Registered Notes.

     If you cannot make any of these representations, you will not be eligible to participate in the exchange offer, you should not rely on the interpretations of the staff of the SEC in connection with the exchange offer and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of your notes.

     Participation in the exchange offer is voluntary. You are urged to consult your financial and tax advisors in deciding whether to participate in the exchange offer.

     We will not receive any proceeds from any sale of Registered Notes by broker-dealers. Registered Notes received by broker-dealers for their own account under the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on those Registered Notes or a combination of those methods, at market prices prevailing at the time of resale, at prices related to prevailing market prices or at negotiated prices. Any resales may be made directly to purchasers or through brokers or dealers who may receive compensation in the form of commissions or concessions from the selling broker-dealer or the purchasers of the Registered Notes. Any broker-dealer that resells Registered Notes received by it for its own account under the exchange offer and any broker or dealer that participates in a distribution of the Registered Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any resale of Registered Notes and any commissions or concessions received by these persons may be deemed to be underwriting compensation under the Securities Act. By acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Return of Notes

     If any Notes are not accepted for any reason described in this prospectus, or if Notes are validly withdrawn or are submitted for a greater principal amount than you want to exchange, the exchange agent will return the unaccepted, withdrawn, or non-exchanged Notes to you or, in the case of Notes tendered by book-entry transfer, into an account for your benefit at DTC, Euroclear or Clearstream, as the case may be, from whence there were tendered. The Notes will be credited promptly to an account maintained with DTC.

Withdrawal of Tenders of Notes

Any exchange offer can be withdrawn prior to the expiration of the exchange offer on the Expiration Date by withdrawing the offer to exchange or tender in accordance with the procedures established by, and within the respective deadlines of, DTC, Euroclear or Clearstream, Luxembourg, as the case may be. If we terminate the exchange offer without accepting any exchange offers, all exchange offers shall automatically be deemed to be withdrawn. If we accept any exchange offers, any exchange offers not so accepted shall automatically be deemed to be withdrawn.

Conditions of the Exchange Offer

     Notwithstanding any other term of the exchange offer, or any extension of the exchange offer, we may terminate the exchange offer before acceptance of the Notes if in our reasonable judgment:

	•		the exchange offer would violate applicable law or any applicable interpretation of the staff of the SEC;
	•		any action or proceeding has been instituted or threatened in any court of New York by any governmental agency that might materially impair our ability to proceed with or complete the exchange offer or any material adverse development has occurred with respect to us; or
	•		we have not obtained any governmental approval which we deem necessary for the consummation of the exchange offer.

     If we, in our reasonable discretion, determine that any of the above conditions is not satisfied, we may:

	•		refuse to accept any Notes and return all tendered Notes to the tendering holders;
	•		extend the exchange offer and retain all Notes tendered on or before the expiration date, subject to the holders’ right to withdraw the tender of the Notes; or
	•		waive any unsatisfied conditions regarding the exchange offer and accept all properly tendered Notes that have not been withdrawn. If this waiver constitutes a material change to the exchange offer, we will promptly disclose the waiver by means of a prospectus supplement that will be distributed to the registered holders of the Notes, and we will extend the exchange offer for a period of time that we determine to be appropriate, depending upon the significance of the waiver and the manner of disclosure to the registered holders, if the exchange offer would have otherwise expired.

     All conditions to the exchange offer will be satisfied or waived prior to the expiration of the exchange offer. We will not waive any conditions of the exchange offer with respect to any noteholder unless we waive such condition for all noteholders.

     If we fail to consummate the exchange offer or file, have declared effective or keep effective a shelf registration statement within time periods specified by the registration rights agreement, we may be required to pay additional interest in respect of the Notes.

Exchange Agent

     We have appointed HSBC Bank USA, National Association to act as exchange agent for the exchange offer. Questions and requests for assistance, requests for additional copies of this prospectus should be directed to the exchange agent at the following addresses:

HSBC BANK USA, NATIONAL ASSOCIATION

Information (800) 622-9844

By Registered or Certified Mail:		Regular Mail & Overnight Courier:		In Person by Hand Only:
HSBC Bank USA, National		HSBC Bank USA, National		HSBC Bank USA, National
Association		Association		Association
Corporate Trust & Loan Agency		Corporate Trust & Loan Agency		Corporate Trust & Loan Agency
2 Hanson Place – 14th Floor		2 Hanson Place – 14th Floor		2 Hanson Place – 14th Floor
Brooklyn, New York 11217-1409		Brooklyn, New York 11217-1409		Brooklyn, New York 11217-1409
Attn: Client Services		Attn: Client Services		Attn: Client Services
		By Facsimile Transmission:
		(718) 488-4488

Fees and Expenses

     We will pay all expenses incurred in connection with the performance of our obligations in the exchange offer, including registration fees, fees and expenses of the exchange agent, the transfer agent and registrar, and printing costs.

     We will also bear the expenses of soliciting tenders. The principal solicitation is being made by mail; however, additional solicitations may be made by facsimile, telephone, in person by our officers and regular employees or by officers and employees of our affiliates. We will pay no additional compensation to any officers and employees who solicit tenders.

     We have not retained any dealer-manager or other soliciting agent for the exchange offer and will not make any payments to brokers, dealers, or others soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse it for related, reasonable out-of-pocket expenses. We may also reimburse brokerage houses and other custodians, nominees and fiduciaries for reasonable out-of-pocket expenses they incur in forwarding copies of this prospectus and related documents.

     We will pay all transfer taxes, if any, applicable to the exchange of the Notes. If, however, Registered Notes, or Notes for principal amounts not tendered or accepted for exchange, are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the Notes tendered, or if a transfer tax is imposed for any reason other than the exchange, then the amount of any transfer taxes will be payable by the person tendering the Notes. If you do not submit satisfactory evidence of payment of those taxes or exemption from payment of those taxes, we will bill the amount of those transfer taxes directly to you.

Consequences of Failure to Exchange

     Notes that are not exchanged will remain “restricted securities” within the meaning of Rule 144(a)(3) of the Securities Act. Accordingly, Notes may not be offered, sold, pledged or otherwise transferred except:

	•		to us or a dealer or by, through or in a transaction approved by a dealer;
	•		within the United States to a qualified institutional buyer in a transaction complying with Rule 144A under the Securities Act;

	•		in compliance with Rule 903 or 904 under the Securities Act;
	•		pursuant to the exemption from registration provided by Rule 144 under the Securities Act (if available); or
	•		pursuant to an effective registration statement under the Securities Act.

     The liquidity of the Notes could be adversely affected by the exchange offer. See “Risk Factors—If the exchange offer is completed, the trading market for the Notes exchanged may become illiquid, which may adversely affect the market value of the Notes.” Following consummation of the exchange offer, we will not be required to register under the Securities Act any Notes that remain outstanding except in the limited circumstances in which we are obligated to file a shelf registration statement for certain holders of Notes not eligible to participate in the exchange offer pursuant to the registration rights agreement. Interest on any Notes not tendered or otherwise accepted for exchange in the exchange offer will continue to accrue at a rate equal to 9.75% per year.

Accounting Treatment

     For accounting purposes, under U.S. GAAP we will recognize no gain or loss as a result of the exchange offer. We will amortize the expenses of the exchange offer and the unamortized expenses related to the issuance of the Notes over the remaining term of the notes.

DESCRIPTION OF REGISTERED NOTES

General

     The Registered Notes are to be issued under an Indenture (the “Base Indenture”) entered into on December 18, 2006, and as supplemented by a First Supplemental Indenture, entered into on December 18, 2006 (the “First Supplemental Indenture”, and together with the Base Indenture, the “Indenture”) by and among us, HSBC Bank USA, National Association, as trustee (in such capacity, the “Trustee”), co-registrar (in such capacity, the “Co-Registrar”), principal paying agent (in such capacity, the “Principal Paying Agent,” and together with any other paying agents under the Indenture, the “Paying Agents”) and transfer agent (in such capacity, a “Transfer Agent,” and together with any other transfer agents under the Indenture, the “Transfer Agents”), and HSBC Bank Argentina S.A., as registrar (in such capacity, the “Registrar”), Paying Agent, Transfer Agent and representative of the Trustee in Argentina (in such capacity, the “Representative of the Trustee in Argentina”). The following summaries of certain provisions of the Indenture and the Registered Notes do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the Indenture and the Registered Notes, including the definitions therein of certain terms. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Indenture. The Indenture has been qualified under the U.S. Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). By its terms, the Indenture incorporates by reference certain provisions of the Trust Indenture Act and the Indenture will be governed by, and subject to, the Trust Indenture Act.

     The Notes were initially issued in an aggregate principal amount of US$150,000,000 and will mature on December 18, 2036 (subject to adjustment if such date is not a Business Day (as defined below)) (the “Stated Maturity”), unless earlier redeemed. If so permitted by Argentine banking regulations and provided the eligibility of the notes to be computed as part of our Tier 1 capital status is not affected thereby, we may from time to time, without the consent of the existing Holders, create and issue additional notes having the same terms and conditions as the notes in all respects, except for the issue date, issue price and, if applicable, the date from which interest will accrue or first be paid. Such additional notes will be consolidated with and will form a single series with the notes.

     For so long as the notes are listed on the Luxembourg Stock Exchange and admitted for trading on the EuroMTF, we will also maintain a Paying Agent and Transfer Agent in Luxembourg. We have initially appointed Dexia Banque Internationale, a Luxembourg sociète anonyme, as Luxembourg Paying Agent and Transfer Agent.

Denominations

     The Registered Notes shall be issued in denominations of US$100,000 in principal amount and integral multiples of US$1,000 in excess thereof.

Global Notes

     A global note may not be transferred except as a whole by its Depositary to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor of such Depositary or a nominee of such successor.

     Upon the issuance of a global note, DTC, Euroclear or Clearstream, Luxembourg, as the case may be, will credit, on its book-entry registration and transfer system, the respective principal amounts of the notes represented by such global note to the accounts of institutions that have accounts with DTC and its participants, including Euroclear or Clearstream, Luxembourg, as the case may be (“participants”). The accounts to be credited shall be designated by the dealers of such notes or by us, if such notes are offered and sold directly by us. Ownership of beneficial interests in a global note will be limited to participants or persons that may hold interests through participants. Ownership of beneficial interests in such global note will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC, Euroclear or Clearstream, Luxembourg, as the case may be (with respect to interests of participants), or by participants or persons that hold through participants (with respect to interests of persons other than participants). The laws of some states require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and such laws may impair the ability to transfer beneficial interests in a global note.

     So long as a Depositary, or its nominee, is the Holder of a global note, such Depositary or its nominee, as the case may be, will be considered the sole registered owner or Holder of the notes represented by such global note for all purposes under the Indenture. Except as set forth below under “—Certificated Notes,” owners of beneficial interests in a global note will not be entitled to have notes represented by such global note registered in their names, will not receive or be entitled to receive physical delivery of notes of such tranche in definitive form and will not be considered the owners or Holders thereof under the Indenture.

     Payments of principal of and premium (if any) and interest on notes registered in the name of or held by a Depositary or its nominee will be made to such Depositary or its nominee, as the case may be, as the registered owner or the Holder of the global note representing such notes. Neither we nor the Trustee or any Paying Agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a global note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

     We expect that DTC, Euroclear or Clearstream, Luxembourg, as the case may be, upon receipt of any payment of principal of or premium (if any) or interest in respect of a global note, will credit immediately participants’ accounts with payments in amounts proportionate to their respective beneficial ownership interests in the principal amount of such global note as shown on the records of DTC, Euroclear or Clearstream, Luxembourg, as the case may be. We also expect that payments by participants to owners of beneficial interests in such global note held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such participants.

Certificated Notes

     Interests in a global note deposited with DTC or Euroclear and/or Clearstream, Luxembourg will be exchanged for certificated notes only if (i) in the case of a global note deposited with DTC, DTC notifies us and the Trustee that it is unwilling or unable to continue as depositary for such global note or at any time DTC ceases to be a clearing agency registered under the Exchange Act, and a successor depositary so registered is not appointed by us within 90 days of such notice, (ii) in the case of a global note deposited with Euroclear and/or Clearstream, Luxembourg, the clearing system(s) through which it is cleared and settled is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention to cease business permanently or does in fact do so, (iii) an Event of Default has occurred and is continuing or (iv) we in our sole discretion notify the Trustee in writing that certificated notes will be delivered in exchange for such global note.

     Neither the Trustee nor any Transfer Agent will be required to register the transfer or exchange of any certificated notes for a period of 15 days preceding any interest payment date, or register the transfer or exchange of any certificated notes previously called for redemption.

     Certificated notes may be presented for registration of transfer, or for exchange for new certificated notes of authorized denominations, at the corporate trust office of the Trustee in the Borough of Manhattan, New York City, or at the office of any Transfer Agent. Upon the transfer, exchange or replacement of certificated notes bearing a restrictive legend, or upon specific request for removal of such legend, we will deliver only certificated notes that bear such legend, or will refuse to remove such legend, as the case may be, unless there is delivered to us such satisfactory evidence, which may include an opinion of New York counsel, as may reasonably be required by us, that neither the legend nor the restrictions on transfer set forth therein are required to ensure compliance with the provisions of the Securities Act. In the case of a transfer of less than the principal amount of any certificated note, a new certificated note will be issued to the transferee in respect of the amount transferred and another certificated note will be issued to the transferor in respect of the portion not transferred. Such certificated notes will be available within three Business Days at the corporate trust office of the Trustee in New York City or at the office of any Transfer Agent.

     No service charge will be made for any registration of transfer or exchange of notes, but we or the Trustee may require payment of a sum sufficient to cover any stamp tax or other governmental duty payable in connection therewith.

Replacement of Notes

     Any notes that become mutilated, destroyed, stolen or lost will be replaced upon delivery to the Trustee of the notes, or delivery to us and the Trustee of evidence of the loss, theft or destruction thereof satisfactory to us and the Trustee. In the case of a lost, stolen or destroyed note, an indemnity satisfactory to us and the Trustee may be required at the expense of the Holder of such note before a replacement note will be issued. Upon the issuance of any new note, we may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and the expenses of the Trustee, its counsel and its agents) connected therewith.

Status and Ranking

     The notes will qualify as “obligaciones negociables” under the Negotiable Obligations Law and Joint Resolution 470-1738/2004, and will be entitled to the benefits set forth therein and subject to the procedural requirements thereof. In particular, pursuant to Article 29 of the Negotiable Obligations Law, in the event of a default by us in the payment of any amount due under a note, the Holder of such note will be entitled to institute summary judicial proceedings (juicio ejecutivo) in Argentina to recover payment of any such amount.

     The notes will qualify as non-convertible obligaciones negociables under Argentine Law No. 23,576 of Argentina, as amended (the “Negotiable Obligations Law”), and Joint Resolution No. 470-1738/2004 (“Joint Resolution 470-1738/2004”) issued by the Argentine securities commission (Comisión Nacional de Valores or “CNV”) and the Argentine tax authority (Administración Federal de Ingresos Públicos), and will be entitled to the benefits set forth in, and subject to the procedural requirements of, such law, resolution and Argentine Decree No. 677/2001. The notes will constitute our direct, unsecured and subordinated obligations. In the event of our bankruptcy, the notes will rank junior to all of our Senior Obligations; pari passu with our Parity Obligations; and senior to our Junior Obligations.

     “Senior Obligations” means (i) all claims of our unsubordinated creditors; and (ii) all claims of our subordinated creditors other than in respect of Parity Obligations and Junior Obligations.

     “Parity Obligations” means (i) all claims in respect of our obligations, or our guarantees of liabilities, that are eligible to be computed as part of our Tier 1 capital under Argentine banking regulations (without taking into account any limitation placed on the amount of such capital); and (ii) all claims in respect of any of our other obligations (including guarantees) that rank, or are expressed to rank, pari passu with the notes.

     “Junior Obligations” means all classes of our capital stock, including preferred shares.

     The Indenture provides that, in the event of our bankruptcy, unless all Holders of our Senior Obligations have been paid in full, no payment or other distribution may be made in respect of the notes. If the Trustee under the Indenture or any Holders of the notes receive any payment or distribution that is prohibited under these subordination provisions, then the Trustee or the Holders will have to repay that money to, or hold that money in trust for the benefit of, Holders of our Senior Obligations.

     In addition, under the Financial Institutions Law, all of our existing and future depositors will have a general priority right over Holders of notes. The Financial Institutions Law provides that in the event of judicial liquidation or insolvency, all depositors, regardless of the type, amount or currency of their deposits, whether individuals or corporations, would have priority over all of our other creditors (including Holders of notes), except certain labor creditors and secured creditors. In addition, depositors would have priority over all other creditors, with the exception of certain labor creditors, to funds held by the Central Bank as reserves, any other funds at the time of any revocation of our banking license and proceeds from any mandatory transfer of our assets by the Central Bank.

Interest Rate

     Fixed Rate Period

     The Registered Notes will accrue interest until but excluding December 18, 2016, which we refer to as the “Fixed Rate Period,” at an annual rate of 9.75%. During the Fixed Rate Period, interest will be payable semi-annually in arrears on June 18 and December 18 of each year (each a “Fixed Interest Payment Date”). Notwithstanding the preceding sentences of this paragraph, all payments of interest will be subject to the limitations on interest described in “—Limitation on Interest” below.

     Floating Rate Period

     The Registered Notes will accrue interest from and including December 18, 2016 to but excluding the Stated Maturity, which we refer to as the “Floating Rate Period,” at an annual rate equal to the Six-Month LIBOR Rate (as defined below) for the related interest period plus 7.11%. During the Floating Rate Period, interest will be payable semi-annually in arrears on June 18 and December 18 of each year (each a “Floating Interest Payment Date,” and together with the Fixed Interest Payment Dates, the “Interest Payment Dates”), commencing June 18, 2017. Notwithstanding the preceding sentences of this paragraph, all payments of interest will be subject to the limitation on interest described in “—Limitation on Interest” below.

     General

     The amount of interest payable during the Fixed Rate Period will be computed on the basis of a 360-day year consisting of twelve 30-day months. In the event that any Fixed Interest Payment Date is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), with the same force and effect as if made on the date such payment was originally payable.

     The amount of interest payable during the Floating Rate Period will be computed on the basis of a 360-day year and the number of days actually elapsed. In the event that any Floating Interest Payment Date is not a Business Day, then such Floating Interest Payment Date will be postponed until the next succeeding day that is a Business Day, unless it would thereby fall in the next succeeding calendar month, in which case such Floating Interest Payment Date will be brought forward to the immediately preceding Business Day, and the amount of interest will be adjusted accordingly.

     The Regular Record Date for each Interest Payment Date will be the date 15 calendar days prior to such Interest Payment Date, whether or not such date will be a Business Day.

     “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in New York City or the City of Buenos Aires.

     Determining the Floating Rate

     The Calculation Agent will calculate the interest rate with respect to each interest period during the Floating Rate Period and the amount of interest payable on the related Floating Interest Payment Date. The interest rate determined by the Calculation Agent, absent manifest error, will be binding and conclusive. HSBC Bank USA, National Association will initially act as Calculation Agent.

     The “Six-Month LIBOR Rate” means, for each interest period during the Floating Rate Period, the interest rate per annum shown on Telerate Page 3750 at or about 11:00 a.m., London time, on the second London Banking Day (the “Interest Determination Date”) preceding the first day of the interest period (the “Interest Reset Date”) for deposits in U.S. dollars with a maturity of six months and commencing on the Interest Reset Date. If such rate does not appear on Telerate Page 3750, the Six-Month LIBOR Rate will be determined on the basis of the rates, at approximately 11:00 a.m., London time, on the Interest Determination Date, at which U.S. dollar deposits with a maturity of six months in an amount determined by the Calculation Agent as representative of a single transaction in the relevant market and at the relevant time are offered by four major banks in the London

interbank market selected by the Calculation Agent (“Reference Banks”) to prime banks in the London interbank market for a six month period commencing on the Interest Reset Date. The Calculation Agent will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two quotations are provided as requested, the Six-Month LIBOR Rate will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the Six-Month LIBOR Rate will be the interest rate per annum equal to the average of the rates per annum quoted by three major banks in New York City selected by the Calculation Agent, at or about 11:00 a.m., New York City time, on the Interest Determination Date, for loans in U.S. dollars to leading European banks in amounts that are representative of a single transaction in the relevant market and at the relevant time with a maturity of six months commencing on the Interest Reset Date. If fewer than three New York City banks selected by the Calculation Agent are quoting rates, the Six-Month LIBOR Rate for the applicable interest period will be the same as for the immediately preceding interest period, provided that, if there is no previous interest period for which the Six-Month LIBOR Rate has been determined, the interest rate with respect to the relevant interest period will be 12.36% per annum.

     “London Banking Day” means any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.

     “Telerate Page 3750” means the display designated on page 3750 on MoneyLine Telerate (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page).

Limitation on Interest

			No interest on the notes will be due and payable on an Interest Payment Date in the event that:
	(i)		the payment of such interest, together with any other payments or distributions (other than payments in respect of redemptions or repurchases) on or in respect of our Parity Obligations (including the notes) previously made or scheduled to be made during the Distribution Period in which such Interest Payment Date falls, would exceed our Distributable Amounts for such Distribution Period; or
	(ii)		even if such payment of interest could be made under clause (i) above, we would be prevented from paying interest on the notes on such Interest Payment Date as a result of (X) a general prohibition by the Central Bank on paying interest or making other payments or distributions on or in respect of our Parity Obligations (including the notes) or (Y) as provided in Communications “A” 4589, “A” 4591 and “A” 4664 of the Central Bank or any successor regulations thereto, (a) we are subject to a liquidation procedure or the mandatory transfer of our assets by the Central Bank in accordance with Sections 34 or 35 bis of the Financial Institutions Law or successors thereto; (b) we are receiving financial assistance from the Central Bank (except liquidity assistance under the pesification rules pursuant to Decree No. 739/2003); (c) we are not in compliance with or have failed to comply on a timely basis with our reporting obligations to the Central Bank; or (d) we are not in compliance with minimum capital requirements (both on an individual and consolidated basis) or with minimum cash reserves (on average).

     “Distributable Amounts” for a Distribution Period means the aggregate amount, as set out in our audited financial statements for our fiscal year immediately preceding the beginning of such Distribution Period, prepared in accordance with Central Bank Rules and approved by our shareholders, of our unappropriated retained earnings minus: (i) required legal and statutory reserves; (ii) asset valuation adjustments as determined and notified by the Superintendency of Financial Institutions, whether or not agreed to by us, and the asset valuation adjustments indicated by our external auditor, in each case to the extent not recorded in such financial statements; and (iii) any amounts resulting from loan loss or other asset valuation allowances permitted by the Superintendency of Financial Institutions including adjustments arising from the failure to put into effect an agreed upon compliance plan. For the avoidance of doubt, the calculation of Distributable Amounts in respect of a particular Distribution Period shall be made prior to the appropriation or allocation of any amounts to any voluntary or contingent reserves and any dividends or distributions on any Junior Obligations or Parity Obligations during such Distribution Period.

     “Distribution Period” means, with respect to an Interest Payment Date, the period from and including the date of our annual ordinary shareholders’ meeting immediately preceding such Interest Payment Date to but excluding the date of our annual ordinary shareholders’ meeting immediately following such Interest Payment Date.

     In the event that we will not pay interest on the Notes in full as a result of the limitation described above, we will, promptly after our knowledge thereof and in any case no later than five Business Days prior to the relevant Interest Payment Date, notify the Holders of the Registered Notes and deliver an Officers’ Certificate to the Trustee to that effect.

     Interest payments are non-cumulative such that if an interest payment is not made in full as a result of the limitation described above, the unpaid interest will not accrue or be due and payable at any time and, accordingly, Holders of the notes will not have any claim therefor, whether or not interest is paid in respect of any other interest period.

     For a description of Argentine banking regulations in effect on the date hereof regarding the payment of interest or other distributions on or in respect of Tier 1 capital debt securities, see “Description of Argentine Tier 1 Capital Regulations.”

Limitation on Restricted Payments

     In the event that interest is not paid in full when scheduled on any Interest Payment Date, we will not, and will not permit any of our Subsidiaries to, make a Restricted Payment until we have resumed interest payments on the notes in full, and, in the case of clauses (i) through (iv) of the next paragraph, until such payments have been made for consecutive interest periods totaling a period of 12 months.

     Each of the following will constitute a “Restricted Payment”:

	(i)		we declare, pay or distribute a dividend or make a payment on, or in respect of, any of our Junior Obligations (as defined above), other than dividends or payments in the form of our other Junior Obligations;
	(ii)		any of our Subsidiaries declares, pays or distributes a dividend or makes a payment on, or in respect of, any of its Capital Stock, other than dividends or payments payable to us or, if not a Wholly-Owned Subsidiary, on a pro rata basis to minority Holders of its common shares;
	(iii)		we or any of our Subsidiaries redeem, purchase or otherwise acquire for any consideration any of our Junior Obligations, other than by conversion into or in exchange for our other Junior Obligations;
	(iv)		any of our Subsidiaries redeems, purchases or otherwise acquires for any consideration any of its Capital Stock not held by us;
	(v)		we declare, pay or distribute a dividend or make a payment on, or in respect of, any of our Parity Obligations, other than dividends or payments in the form of our Junior Obligations; or

(vi)

we or any of our Subsidiaries redeem, purchase or otherwise acquire for any consideration any of our Parity Obligations, other than by conversion into or in exchange for our Junior Obligations or pursuant to a mandatory redemption.

     “Subsidiary” means, with respect to any Person, any corporation, association or other business entity of which more than 50% of the voting power of the Capital Stock thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof.

     “Wholly-Owned Subsidiary” means, with respect to any Person, a Subsidiary of such Person all of the Capital Stock of which (other than directors’ qualifying shares) is owned by such Person or another Wholly-Owned Subsidiary of such Person.

     “Capital Stock” means, with respect to any Person, any and all shares, interests, participations, warrants, options, rights or other equivalents of or interests in (however designated and whether voting or non-voting) corporate stock of a corporation and any and all equivalent ownership interests in a Person (other than a corporation), in each case whether now outstanding or hereafter issued, including any preferred stock.

     “Person” means any individual, corporation (including a business trust), limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization or other entity, or government or any agency or political subdivision thereof.

     In the event of a breach of our covenant not to make a Restricted Payment, a Holder of notes would not be entitled to accelerate the notes and would only be entitled to rights and remedies provided under the laws of Argentina or the State of New York.

Redemption and Repurchase

     Optional Redemption

     With the prior approval of the Superintendency of Financial Institutions, if then required, the Bank shall have the option to redeem the notes for cash in whole, but not in part, on December 18, 2016 (the “First Call Date”) or on any Interest Payment Date thereafter, at a redemption price equal to (i) 100% of the aggregate principal amount of the notes, plus (ii) accrued and unpaid interest to but excluding the Redemption Date and Additional Amounts, if any, thereon (without taking account of any limitation on interest set forth on the face of this note) (the “Base Redemption Price”). See “Description of the Registered Notes—Redemption and Repurchase—Redemption upon Withholding Tax Event.”

     Redemption upon Withholding Tax Event

     With the prior approval of the Superintendency of Financial Institutions (if then required), we may at our option redeem the notes for cash in whole, but not in part, at (i) any time on or after December 18, 2011 but prior to the First Call Date or (ii) any time prior to December 18, 2011 if permitted by applicable Argentine banking regulations, in each case following the occurrence of a Withholding Tax Event, at a redemption price equal to the Base Redemption Price.

     We will be required, prior to exercising our redemption option upon the occurrence of a Withholding Tax Event, to deliver to the Trustee a certificate signed by a duly authorized officer together with a written legal opinion of a recognized Argentine counsel experienced in such matters, in a form satisfactory to the Trustee, confirming that we are entitled to exercise such right of redemption.

     “Withholding Tax Event” means that, as a result of any change in, or amendment to, the laws (or any regulations or rulings issued thereunder) of Argentina or any political subdivision of or any taxing authority in Argentina or any change in the application, administration or official interpretation of such laws, regulations or rulings, including, without limitation, the holding of a court of competent jurisdiction, we have or will become obligated to pay Additional Amounts on or in respect of the notes, which change or amendment becomes

effective on or after the Issue Date of the notes, and we determine in good faith that such obligation cannot be avoided by our taking reasonable measures available to us.

     Redemption upon Tax Event or Regulatory Event

     With the prior approval of the Superintendency of Financial Institutions (if then required), we may at our option redeem the notes for cash in whole, but not in part, at (i) any time on or after December 18, 2011 but prior to the First Call Date or (ii) any time prior to December 18, 2011 if permitted by applicable Argentine banking regulations, in each case following the occurrence of a Tax Event or a Regulatory Event, at a redemption price equal to the greater of the Base Redemption Price and the Make-Whole Redemption Price.

Notices of redemption will be given at least 30 days but not more than 60 days before the Redemption Date to the Holder of this note as specified in Section 12.5 of the Base Indenture.

     We will be required, prior to exercising our redemption option upon the occurrence of a Tax Event or Regulatory Event, to deliver to the Trustee a certificate signed by a duly authorized officer together with a written legal opinion of a recognized Argentine counsel experienced in such matters, in a form satisfactory to the Trustee, confirming that we are entitled to exercise such right of redemption.

     “Tax Event” means that, as a result of any change in, or amendment to, the laws (or any regulations or rulings issued thereunder) of Argentina or any political subdivision of or any taxing authority in Argentina or any change in the application, administration or official interpretation of such laws, regulations or rulings, including, without limitation, the holding of a court of competent jurisdiction, which change or amendment becomes effective on or after the Issue Date of the notes, any direct or indirect material tax benefit available to us in respect of any bonds or notes comprising our Senior Obligations is not also available in respect of the notes.

     Repurchase of Notes

     If so permitted by Argentine banking regulations then in effect, and with the prior approval of the Superintendency of Financial Institutions (if then required), we, or any of our Subsidiaries, may at any time purchase or otherwise acquire any notes in the open market or otherwise in any manner and at any price provided that such notes are promptly delivered to the Trustee for cancellation. Upon cancellation, such notes will no longer be considered part of our Tier 1 capital.

Cancellation

     Any notes redeemed in full by us will be immediately canceled and may not be reissued or resold.

Procedure for Payment upon Redemption

     If notice of redemption has been given in the manner set forth in the Indenture, the notes to be redeemed will become due and payable on the redemption date specified in such notice, and upon presentation and surrender of the notes at the place or places specified in such notice, the notes will be paid and redeemed by us at the places and in the manner and currency therein specified and at the redemption price therein specified together with accrued interest and Additional Amounts, if any, to the redemption date. From and after the redemption date, if monies for the redemption of notes called for redemption will have been made available at the corporate trust office of the Trustee for redemption on the redemption date, the notes called for redemption will cease to bear interest and the only right of the Holders of such notes will be to receive payment of the redemption price together with accrued interest and Additional Amounts, if any, to the redemption date as aforesaid.

Additional Amounts

     All payments of principal, premium or interest by us in respect of the notes will be made without deduction or withholding for or on account of any present or future taxes, penalties, fines, duties,

assessments or other governmental charges of whatever nature imposed or levied by or on behalf of Argentina, or any political subdivision thereof or any authority therein having power to tax (“Argentine Taxes”), unless we are compelled by law to deduct or withhold such Argentine Taxes.

     In any such event, we will pay such additional amounts (“Additional Amounts”) in respect of Argentine Taxes as may be necessary to ensure that the amounts received by Holders of such notes after such withholding or deduction will equal the respective amounts that would have been receivable in respect of such notes in the absence of such withholding or deduction, except that no such Additional Amounts will be payable:

     (1) to or on behalf of a Holder or beneficial owner of a note that is liable for Argentine Taxes in respect of such note by reason of having a present or former connection with Argentina other than merely the holding or owning of such note or the enforcement of rights with respect to such note or the receipt of income or any payments in respect thereof;

     (2) to or on behalf of a Holder or beneficial owner of a note in respect of Argentine Taxes that would not have been imposed but for the failure of the Holder or beneficial owner of a note to comply with any certification, identification, information, documentation or other reporting requirement (within 30 calendar days following a written request from us to the Holder for compliance) if such compliance is required by applicable law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Argentine Taxes;

     (3) to or on behalf of a Holder or beneficial owner of a note in respect of any estate, inheritance, gift, sales, transfer, personal assets or similar tax, assessment or other governmental charge;

     (4) to or on behalf of a Holder or beneficial owner of a note in respect of Argentine Taxes payable otherwise than by withholding from payment of principal of, premium, if any, or interest on the notes;

     (5) to or on behalf of a Holder or beneficial owner of a note in respect of Argentine Taxes that would not have been imposed but for the fact that the Holder presented such note for payment (where presentation is required) more than 30 days after the later of (x) the date on which such payment became due and (y) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount having been so received, notice to that effect will have been given to the Holders by the Trustee; or

     (6) any combination of items (1) to (5) above;

nor will Additional Amounts be paid with respect to any payment of the principal of, or any premium or interest on, any notes to any Holder or beneficial owner of a note who is a fiduciary or partnership or limited liability company or other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of Argentina to be included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership, limited liability company or beneficial owner who would not have been entitled to such Additional Amounts had it been the Holder of such notes.

     We will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of any amounts deducted or withheld promptly upon our payment thereof, and copies of such documentation will be made available by the Trustee to Holders upon written request to the Trustee.

     We will pay promptly when due any present or future stamp, court or documentary taxes or any excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery or registration of each note or any other document or instrument referred to in the Indenture or such note, excluding any such taxes, charges or similar levies imposed by any jurisdiction outside Argentina except those resulting from, or required to be paid in connection with, the enforcement of such note after the occurrence and during the continuance of any Event of Default with respect to the note in default.

Covenants

     For as long as any note is outstanding, we will, and to the extent specified below will cause our Subsidiaries to, comply with the terms of the following covenants.

Payment of Principal and Interest

     We will duly and punctually pay the principal of and interest and any Additional Amounts on the notes in accordance with the terms of the notes and the Indenture.

Maintenance of Corporate Existence; Properties

     We will, and will cause each of our Subsidiaries to, (a) maintain in effect its corporate existence and all registrations necessary therefor, (b) take all actions to maintain all rights, privileges, titles to property or franchises necessary in the normal conduct of its business and (c) keep all its property used or useful in the conduct of its business in good working order and condition; provided that this covenant will not require us to maintain any such right, privilege, title to property or franchises or to preserve the corporate existence of any Subsidiary, if our Board of Directors determines in good faith that the maintenance or preservation thereof is no longer necessary or desirable in the conduct of our business.

Compliance with Law

     We will, and will cause each of our Subsidiaries to, comply with all applicable laws, rules, regulations, orders and resolutions of each Government Agency (as defined below) having jurisdiction over it or its business except where the failure to so comply would not have a material adverse effect on our and our Subsidiaries’ business, assets, operations or financial condition taken as a whole.

Reports to Trustee

     We will furnish to the Trustee:

     (1) within 120 days after the end of each of our fiscal years (or, if later, the date on which we are required to deliver to the CNV or to the Central Bank financial statements for the relevant fiscal period), a copy of our audited consolidated balance sheet as of the end of such year and our consolidated statements of income and statements of shareholders’ equity and statements of cash flows for such fiscal year, prepared in accordance with Central Bank Rules applied consistently throughout the periods reflected therein (except as otherwise expressly noted therein) and delivered in both the English and Spanish languages;

     (2) within 60 days after the end of the first three fiscal quarters of each of our fiscal years (or, if later, the date on which we are required to deliver to the CNV or to the Central Bank financial statements for the relevant fiscal period), a copy of our unaudited consolidated balance sheet as of the end of each such quarter and our unaudited consolidated statements of income and statements of shareholders’ equity and statements of cash flows for such quarter, prepared in accordance with Central Bank Rules applied consistently throughout the periods reflected therein (except as otherwise expressly noted therein) and delivered in both the English and Spanish languages; and

     (3) within 195 days after the end of each of our fiscal years, an English language version of our annual audited consolidated financial statements prepared in accordance with U.S. GAAP (or, if we are not preparing consolidated financial statements in accordance with U.S. GAAP, a reconciliation of our financial statements described in clause (1) above to U.S. GAAP), together with a “management’s discussion and analysis” thereof, in form and substance to the effect generally required of foreign private issuers subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; provided that, in the event we are no longer required to submit reports to the SEC, we will not be required to provide a reconciliation of our financial statements to U.S. GAAP.

Notice of Default

     We will give written notice to a Responsible Officer of the Trustee, promptly after we become aware thereof, of the occurrence and continuance of any Event of Default, accompanied by an Officer’s Certificate signed by the Chief Executive Officer or Chief Financial Officer of the Bank setting forth the details of such Event of Default and stating what action we propose to take with respect thereto.

Maintenance of Books and Records

     We will maintain books, accounts and records in accordance with Argentine GAAP and the Central Bank Rules.

Further Actions

     We will use our reasonable best efforts to take any action, satisfy any condition or do any thing (including the obtaining or effecting of any necessary consent, approval, authorization, exemption, filing, license, order, recording or registration) at any time required in accordance with the applicable laws and regulations to be taken, fulfilled or done in order (a) to enable us lawfully to enter into, exercise our rights and perform and comply with our payment obligations under the notes and the Indenture, as the case may be, (b) to ensure that those obligations are legally binding and enforceable, and (c) to make the notes and the Indenture admissible in evidence in the courts of Argentina.

Mergers, Consolidations, Sales, Leases

     We will not merge, consolidate or amalgamate with or into, or convey or transfer or lease all or substantially all of our properties and assets, whether in one transaction or a series of transactions, to any Person unless (a) immediately after giving effect to such transaction, no Event of Default will have occurred and be continuing, (b) any Person formed by any such merger, consolidation or amalgamation, or the Person which acquires by conveyance or transfer, or which leases, such properties and assets (the “Successor Person”) (i) is a corporation organized and validly existing under the laws of Argentina, the United States, or any other country that is a member country of the European Union or any political subdivision thereof and (ii) expressly assumes, by a supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of, and interest on (including Additional Amounts, if any, that may result due to withholding by any authority having the power to tax to which the Successor Person is or may be subject) all of the notes and all of our other obligations under the notes and the Indenture, (c) the Successor Person agrees to indemnify each Holder against any tax, assessment or governmental charge thereafter imposed on such Holder by a Government Agency solely as a consequence of such consolidation, merger, amalgamation, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the notes and (d) the Successor Person (except in the case of leases), if any, succeeds to and becomes substituted for us with the same effect as if it had been named in the notes as us.

Certain Definitions

     For the purposes of the covenants and the events of default:

     “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

     “Authorized Person” means any of our officers duly authorized in writing to take actions under the Indenture on our behalf.

     “Central Bank Rules” means the accounting rules of the Central Bank as in effect from time to time.

     “Government Agency” means any public legal entity or public agency, created by federal, state or local government, or any other legal entity now existing or hereafter created, or now or hereafter owned or controlled, directly or indirectly, by any public legal entity or public agency, including any central bank.

     “Hedging Obligations” means, with respect to any Person, the obligations of such Person pursuant to any interest rate swap agreement, foreign currency exchange agreement, interest rate collar agreement, option or futures contract or other similar agreement or arrangement designed to protect such person against changes in interest rates or foreign exchange rates.

     “Indebtedness” means, with respect to any Person, without duplication: (a) all obligations of such Person for borrowed money; (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (c) all obligations of such Person under any lease that are required to be classified and accounted for as capital lease obligations under the Central Bank Rules; (d) all obligations of such Person issued or assumed as the deferred purchase price of property or services, all conditional sale obligations and all obligations under any title retention agreement (but excluding trade accounts payable and other accrued liabilities arising in the ordinary course of business); (e) all letters of credit, banker’s acceptances or similar credit transactions, including reimbursement obligations in respect thereof; (f) guarantees and other contingent obligations of such Person in respect of Indebtedness referred to in clauses (a) through (e) above and clause (h) below; (g) all Indebtedness of any other Person of the type referred to in clauses (a) through (f) which is secured by any Lien on any property or asset of such Person; and (h) all obligations due and payable under Hedging Obligations of such Person; provided, however, that the term “Indebtedness” will not include any of the following liabilities or obligations incurred by us or any of our Subsidiaries in the ordinary course of business: (1) any deposits with or funds collected by us or any of our Subsidiaries (but not funds borrowed or raised by us or any of our Subsidiaries), (2) any check, note, certificate of deposit, draft or bill of exchange, issued, accepted or endorsed by us or any of our Subsidiaries, (3) any transaction in which we or any of our Subsidiaries act solely in a fiduciary or agency capacity, (4) any banker’s acceptance, (5) any agreement to purchase or repurchase securities or loans or currency or to participate in loans, and (6) letters of credit to the extent they are issued by us or any of our Subsidiaries.

     “Lien” means any mortgage, charge, security interest, pledge, hypothecation or similar encumbrance.

     “Person” means any individual, corporation (including a business trust), limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization or other entity, or government or any agency or political subdivision thereof.

     “Significant Subsidiary” means, at any relevant time, any of our Subsidiaries which is a “significant subsidiary” of ours within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

     “Subsidiary” means, with respect to any Person, any corporation, association or other business entity of which more than 50% of the voting power of the Capital Stock thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof.

Events of Default

     In case one or more of the following events (each an “Event of Default”) will have occurred and be continuing:

     (i) we fail to pay any principal or interest (or Additional Amounts, if any) on the notes on the date when it becomes due and payable in accordance with the terms thereof, and such failure continues for a period of seven days (in the case of principal) or 14 days (in the case of interest or Additional Amounts, if any);

     (ii) we fail duly to perform or observe any other covenant or obligation applicable to such notes under the Indenture or such notes and such failure continues for a period of 30 days after written notice to that effect is received by us or by us and the Trustee from the Holders of at least 25% in aggregate principal amount of the outstanding notes;

     (iii) we or any of our Subsidiaries fail to pay when outstanding interest due on or principal of any of our or such Subsidiary’s Indebtedness in an aggregate principal amount of at least US$20,000,000 (or the equivalent thereof at the time of determination) and such failure continues after the grace period, if any, applicable thereto; or any other event of default occurs under any agreement or instrument relating to any such Indebtedness in an aggregate principal amount of at least US$20,000,000 (or the equivalent thereof at the time of determination) which results in the acceleration of the maturity thereof;

     (iv) one or more final judgments or decrees for the payment of money in excess of US$20,000,000 (or the equivalent thereof at the time of determination) in the aggregate are rendered against us or any of our Subsidiaries and are not discharged and, in the case of each such judgment or decree, either (a) an enforcement proceeding has been commenced by any creditor upon such judgment or decree and is not dismissed within 30 days following commencement of such enforcement proceedings or (b) there is a period of 60 days following such judgment during which such judgment or decree is not discharged, waived or the execution thereof stayed;

     (v) (a) a court having jurisdiction enters a decree or order for (x) relief in respect of us or any of our Significant Subsidiaries in an involuntary case under the Financial Institutions Law, Argentine Law No. 24,522, as amended (the “Bankruptcy Law”), or any other applicable bankruptcy, insolvency or other similar law now or hereafter in effect or (y) appointment of an administrator, receiver, trustee or intervenor for us or any or our Significant Subsidiaries for all or substantially all of the property of us or any or of our Significant Subsidiaries and, in each case, such decree or order remains unstayed and in effect for a period of 60 consecutive days or (b) the Central Bank (x) initiates a proceeding under Section 34, 35 or 35(bis) of the Financial Institutions Law, requesting us or any of our Significant Subsidiaries to submit a plan under such Section, or (y) orders a temporary, total or partial suspension of our or any of our Significant Subsidiaries’ activities pursuant to Article 49 of the charter of the Central Bank;

     (vi) we or any of our Significant Subsidiaries (a) commence a voluntary case under the Financial Institutions Law, the Bankruptcy Law or any other applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (b) consent to the appointment of or taking possession by an administrator, receiver, trustee or intervenor for us or any of our Significant Subsidiaries for all or substantially all of our or any of our Significant Subsidiaries’ properties or (c) effect any general assignment for the benefit of creditors;

     (vii) a resolution is passed or adopted by our Board of Directors or shareholders, or an order is adopted by the Central Bank, or a ruling or judgment of a governmental entity or court of competent jurisdiction is made, that we be wound up or dissolved (other than pursuant to a merger, consolidation, amalgamation or other transaction otherwise permitted in accordance with the terms of the Indenture as described in “—Mergers, Consolidations, Sales and Leases”);

     (viii) it becomes unlawful for us to perform or comply with any of our payment obligations under the Registered Notes;

     (ix) the Indenture for any reason ceases to be in full force and effect in accordance with its terms, or we deny that we have any further liability or obligation thereunder or in respect thereof; or

     (x) a moratorium is agreed or declared in respect of any of our Indebtedness;

     The Indenture provides that certain events involving our bankruptcy will constitute “Events of Default” with respect to the notes. Upon the occurrence any such event involving our bankruptcy, the payment of the principal and accrued interest on the notes will automatically, without any declaration or other act on the part of the Trustee or any Holder of the notes, become immediately due and payable.

     There is no right of acceleration of the payment of principal and accrued interest on the notes due to our failure to comply with any covenant with respect to the notes, including failure to pay any principal, premium or interest (or Additional Amounts, if any) on the notes when it becomes due and payable. Notwithstanding the

foregoing or any other provision in the notes and the Indenture (subject to the limitation on interest described in “—Limitation on Interest” above), in the event of our failure to pay any principal, premium or interest (or Additional Amounts, if any) on a note when it becomes due and payable, the Holder of such notes will have the right to institute a suit, including a summary proceeding (acción ejecutiva individual) pursuant to Article 29 of the Negotiable Obligations Law, for the enforcement of any such payment.

Meetings, Modification and Waiver

     We and the Trustee may, without the vote or consent of any Holder of Registered Notes, modify or amend the Indenture or the Registered Notes for the purpose of:

	•		adding to our covenants such further covenants, restrictions, conditions or provisions as are for the benefit of the Holders of such Registered Notes;
	•		surrendering any right or power conferred upon us;
	•		securing the Registered Notes pursuant to the requirements thereof or otherwise;
	•		evidencing the succession of another person to us and the assumption by any such successor of our covenants and obligations in the Registered Notes and in the Indenture pursuant to any merger, consolidation or sale of assets;
	•		establishing the form or terms of any new series of Registered Notes as permitted under the Indenture;
	•		complying with any requirement of the CNV in order to effect and maintain the qualification of the Indenture;
	•		complying with any requirements of the SEC in order to qualify the Indenture under the Trust Indenture Act;
	•		making any modification which is of a minor or technical nature or correcting or supplementing any ambiguous, inconsistent or defective provision contained in the Indenture or in such notes, provided that any such modification, correction or supplement will not adversely affect the interests of the Holders of the Registered Notes; and
	•		making any other modification, or granting any waiver or authorization of any breach or proposed breach, of any of the terms and conditions of such Registered Notes or any other provisions of the Indenture in any manner which does not adversely affect the interest of the Holders of the Registered Notes of such series in any material respect.

     Modifications to and amendments of the Indenture and the notes may be made, and future compliance or past default by us may be waived, by us and the Trustee by the adoption of a resolution at a meeting of Holders of notes as set forth below, but no such modification or amendment and no such waiver may, without the unanimous consent of the Holders of all notes adversely affected thereby, (i) extend the due date for the payment of principal of, premium, if any, or any installment of interest on any such note, (ii) reduce the principal amount of, the portion of such principal amount which is payable upon acceleration of the maturity of, the rate of interest on or the premium payable upon redemption of any such note, (iii) reduce our obligation to pay Additional Amounts on any such note, (iv) shorten the period during which we are not permitted to redeem any such note, or permit us to redeem any such note if, prior to such action, we are not permitted to do so, (v) amend the circumstances under which the notes of such series may be redeemed, (vi) change the Specified Currency in which or the required places at which any such note or the premium or interest thereon is payable, (vii) reduce the percentage of the aggregate principal amount of such notes necessary to modify, amend or supplement the Indenture or such notes, or for waiver of compliance with certain provisions thereof or for waiver of certain defaults, (viii) reduce the percentage of aggregate principal

amount of outstanding notes required for the adoption of a resolution or the quorum required at any meeting of Holders of such notes at which a resolution is adopted or (ix) modify any provisions of the Indenture relating to meetings of Holders of such notes, modifications or waivers as described above, except to increase any such percentage or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each security adversely affected thereby.

     The Indenture contains provisions for convening meetings of Holders of notes to consider matters affecting their interests. A meeting of the Holders of notes may be called by our Board of Directors, our Supervisory Committee, the Trustee or upon the request of the Holders of at least 5% in principal amount of the outstanding notes of such series. If a meeting is held pursuant to the written request of Holders of notes, such meeting will be convened within 40 days from the date such written request is received by us.

     Any such meeting will be held simultaneously in the City of Buenos Aires and New York City by means of telecommunications which permit the participants to hear and speak to each other. Notice of any meeting of Holders of notes (which will include the date, place and time of the meeting, the agenda therefor and the requirements for attendance) will be given as set forth under “—Notices” not less than 10 nor more than 30 days prior to the date fixed for the meeting and will be published for five business days in Argentina in the Official Gazette of Argentina (Boletín Oficial), a newspaper of general circulation in Argentina and the Bulletin of the Buenos Aires Stock Exchange (as long as the notes are listed on the Buenos Aires Stock Exchange). Meetings of Holders may be simultaneously convened for two dates, in case the initial meeting were to be adjourned for lack of quorum. However, for meetings that include in the agenda items requiring unanimous approval by the Holders, notice of a new meeting resulting from adjournment of the initial meeting for lack of quorum will be given not less than eight days prior to the date fixed for such new meeting and will be published for three business days in the Official Gazette of Argentina, a newspaper of general circulation in Argentina and the Bulletin of the Buenos Aires Stock Exchange (as long as the notes are listed on the Buenos Aires Stock Exchange).

     To be entitled to vote at a meeting of Holders, a person shall be (i) a Holder of one or more notes as of the relevant record date or (ii) a person appointed by an instrument in writing as proxy by such a Holder of one or more notes.

     The quorum at any meeting called to adopt a resolution will be persons holding or representing a majority in aggregate principal amount of the outstanding notes and at any reconvened adjourned meetings will be the person(s) present at such reconvened adjourned meeting. At a meeting or a reconvened adjourned meeting duly convened and at which a quorum is present, any resolution to modify or amend, or to waive compliance with, any provision of the notes of any series (other than the provisions referred to in the fourth preceding paragraph) will be validly passed and decided if approved by the persons entitled to vote a majority in aggregate principal amount of the notes of such series then outstanding represented and voting at the meeting. Any instrument given by or on behalf of any Holder of a note in connection with any consent to any such modification, amendment or waiver will be irrevocable once given and will be conclusive and binding on all subsequent Holders of such note. Any modifications, amendments or waivers to the Indenture or to the notes will be conclusive and binding upon all Holders of notes whether or not they have given such consent or were present at any meeting, and on all notes.

     The Trustee will designate the record date for determining the Holders of notes entitled to vote at any meeting and will provide notice to Holders of notes in the manner set forth in the Indenture. The Holder of a note may, at any meeting of Holders of notes at which such Holder is entitled to vote, cast one vote for each U.S. dollar in principal amount of the notes held by such Holder in which such notes are denominated.

     For purposes of the above, any note authenticated and delivered pursuant to the Indenture will, as of any date of determination, be deemed to be “outstanding,” except:

     (i) notes theretofore canceled by the Trustee or delivered to the Trustee for cancellation;

     (ii) notes that have been called for redemption in accordance with their terms or which have become due and payable at maturity or otherwise and with respect to which monies sufficient to pay the principal thereof and any premium, interest, Additional Amounts or other amount thereon have been deposited with the Trustee; or

     (iii) notes in lieu of or in substitution for which other notes have been authenticated and delivered pursuant to the Indenture;

provided, however, that in determining whether the Holders of the requisite principal amount of outstanding notes are present at a meeting of Holders of notes for quorum purposes or have consented to or voted in favor of any notice, consent, waiver, amendment, modification or supplement under the Indenture, notes owned directly or indirectly by us or any of our Affiliates, including any Subsidiary, will be disregarded and deemed not to be outstanding.

     Promptly after the execution by us and the Trustee of any supplement or amendment to the Indenture, we will give notice thereof to the Holders of the notes and, if applicable, to the CNV, setting forth in general terms the substance of such supplement or amendment. If we fail to give such notice to the Holders of the notes within 15 days after the execution of such supplement or amendment, the Trustee will give notice to the Holders at our expense. Any failure by us or the Trustee to give such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such supplement or amendment.

     While the notes are listed on the Luxembourg Stock Exchange for trading on the Luxembourg Stock Exchange, meetings of Holders and notices thereof will also comply with the applicable rules of the EuroMTF.

Enforcement by Holders of Notes

     Except as described in the next paragraph, no Holder of a note will have any right by virtue of or by availing itself of any provision of the Indenture or such note to institute any suit, action or proceeding in equity or at law upon or under or with respect to the Indenture or the notes or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless (i) such Holder previously has given to the Trustee written notice of a default with respect to the notes, (ii) Holders of not less than 25% in aggregate principal amount of the notes have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee under the Indenture and have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby and (iii) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such action, suit or proceeding and no direction inconsistent with such written request has been given to the Trustee pursuant to the Indenture.

     Notwithstanding any other provision in the Indenture and any provision of any note, the right of any Holder of notes to receive payment of the principal of and interest on such note (including Additional Amounts) on or after the respective due dates expressed in such note, or to institute suit, including a summary proceeding (acción ejecutiva individual) pursuant to Article 29 of the Argentine Negotiable Obligations Law, for the enforcement of any such payment on or after such respective dates, will not be impaired or affected without the consent of such Holder.

     Any beneficial owner of notes represented by a global note will be able to obtain from the relevant depositary, upon request and subject to certain limitations set forth in the Indenture, a certificate representing its interest in the relevant global note in accordance with Argentine Decree No. 677/2001. This certificate will enable such beneficial owner to initiate legal action before any competent court in Argentina, including a summary proceeding, to obtain overdue amounts under the notes.

Repayment of Monies; Prescription

     Any monies deposited with or paid to the Trustee or any Paying Agent for the payment of the principal of or interest or any other amounts payable on or in respect of any note (including Additional Amounts) and not applied but remaining unclaimed for two years after the date upon which such principal or interest or other amounts have become due and payable will, unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property law, be repaid to us by the Trustee or such Paying Agent, and the Holder of such note will, unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property laws, thereafter look only to us for any payment that such Holder may be entitled to collect, and all liability of the Trustee or any Paying Agent with respect to such monies will thereupon cease.

     All claims against us for payment of principal of or interest or any other amounts payable on or in respect of any note (including Additional Amounts) will prescribe unless made within ten years for principal and four years for interest from the later of (i) the date on which such payment first became due and (ii) if the full amount payable has not been received by the Trustee on or prior to such due date, the date on which, the full amount having been so received, notice has been given to the Holders of the notes by the Trustee that the full amount has been received.

Notices

     Notices to Holders of notes will be deemed to be validly given (i) if sent by first class mail to them (or, in the case of joint Holders, to the first-named in the Register) at their respective addresses as recorded in the Register, and will be deemed to have been validly given on the fourth Business Day after the date of such mailing, and for notices mailed to Holders of notes located in Argentina, upon receipt, (ii) for as long as such notes are listed on the Buenos Aires Stock Exchange and MAE, upon publication in the City of Buenos Aires in the Bulletin of the Buenos Aires Stock Exchange, MAE and in a widely circulated newspaper in Argentina, and (iii) for as long as such notes are listed on the Luxembourg Stock Exchange for trading on the EuroMTF, upon publication in a leading daily newspaper of general circulation in Luxembourg (however, if such publication is not practicable, notice will be considered to be validly given if otherwise made in accordance with the rules of the Luxembourg Stock Exchange). It is expected that notices in Luxembourg will be published in the d’Wort and notices in the City of Buenos Aires will be published in La Nación or El Cronista Comercial. Any such notice will be deemed to have been given on the date of such publication or, if published more than once or on different dates, on the last date on which publication is required and made as so required. In the case of global notes, notices will be sent to DTC, Euroclear or Clearstream, Luxembourg, as the case may be, or their nominees (or any successors), as the Holder thereof, and such clearing agency or agencies will communicate such notices to their participants in accordance with their standard procedures.

     In addition, we will be required to cause all such other publications of such notices as may be required from time to time by applicable Argentine law. Neither the failure to give notice nor any defect in any notice given to any particular Holder of a note will affect the sufficiency of any notice with respect to any other notes.

Judgment Currency Indemnity

     If a judgment or order given or made by any court for the payment of any amount in respect of any note is expressed in a currency (the “judgment currency”) other than the currency (the “denomination currency”) in which such notes are denominated or in which such amount is payable, we will indemnify the relevant Holder against any deficiency arising or resulting from any variation in rates of exchange between the date as of which the amount in the denomination currency is notionally converted into the amount in the judgment currency for the purposes of such judgment or order and the date of actual payment thereof. This indemnity will constitute a separate and independent obligation from the other obligations contained in the terms and conditions of the notes, will give rise to a separate and independent cause of action, will apply irrespective of any indulgence granted from time to time and will continue in full force and effect notwithstanding any judgment or order for a liquidated sum or sums in respect of amounts due in respect of the relevant note or under any such judgment or order.

Governing Law, Judgments, Jurisdiction, Service of Process, Waiver of Immunities

     The Indenture and the notes are governed by, and will be construed in accordance with, the law of the State of New York; provided, however, that all matters relating to the due authorization, execution, issuance and delivery of the notes by us, and matters relating to the legal requirements necessary in order for the notes to qualify as “obligaciones negociables” under Argentine law, will be governed by the Negotiable Obligations Law together with Argentine Business Companies Law No. 19,550, as amended and other applicable Argentine laws and regulations; and provided, further, that the subordination provisions of this Note shall be governed by applicable Argentine laws and regulations.

     We have irrevocably submitted to the non-exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan, City and State of New York, any Argentine court sitting in the City of Buenos Aires, including the ordinary courts for commercial matters and the Tribunal de Arbitraje General de la Bolsa de Comercio de Buenos Aires (Permanent Arbitral Tribunal of the Buenos Aires Stock Exchange) under the provisions

of Article 38 of Argentine Decree No. 677/2001, and any competent court in the place of our corporate domicile for purposes of any action or proceeding arising out of or related to the Indenture or the notes. We have irrevocably waived, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such action or proceeding brought in such a court and any claim that any such action or proceeding brought in such a court has been brought in an inconvenient forum. We have also agreed that final judgment in any such action or proceeding brought in such court will be conclusive and binding upon us and may be enforced in any court in the jurisdiction to which we are subject by a suit upon such judgment; provided, however, that service of process is effected upon us in the manner specified in the following paragraph or as otherwise permitted by law.

     As long as any note remains outstanding, we will at all times have an authorized agent in the Borough of Manhattan in the City and State of New York upon whom process may be served in any legal action or proceeding arising out of or relating to the notes or the Indenture. Service of process upon such agent and written notice of such service mailed or delivered to the party being joined in such action or proceeding will, to the extent permitted by law, be deemed in every respect effective service of process upon such party in any such legal action or proceeding. We have appointed CT Corporation System, 111 Eight Avenue, New York, New York 10011 as our agent for service of process in any proceedings in the Borough of Manhattan, City and State of New York.

Trustee

     The notes will be issued in accordance with the Indenture. HSBC Bank USA, National Association has been appointed as the Trustee under the Indenture. The Indenture contains provisions relating to the duties and responsibilities of the Trustee and its obligations to the Holders of the notes.

     The Trustee may resign at any time and the Holders of a majority in aggregate principal amount of the notes may remove the Trustee at any time. If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign in accordance with the Trust Indenture Act. We may remove the Trustee if the Trustee becomes ineligible to serve as Trustee under the terms of the Indenture, becomes incapable of acting as Trustee, or is adjudged insolvent or bankrupt. If the Trustee resigns or is removed, a successor Trustee will be appointed in accordance with the terms of the Indenture. We will give notice of any resignation, termination or appointment of the Trustee to the Holders of the notes and to the CNV.

     In the Indenture, we covenant to indemnify and defend the Trustee for, and to hold it harmless against, any loss, liability or expense (including the reasonable costs and expenses of its counsel) arising out of or in connection with the acceptance or administration of the Indenture or the trusts thereunder and the performance of its duties and the exercise of its rights thereunder, including in each of its capacities thereunder as Co-Registrar, Principal Paying Agent and Transfer Agent, except to the extent such loss, liability or expense is due to its own negligence or willful misconduct.

     The Indenture provides that the Trustee or any affiliate or agent of the Trustee may become the owner or pledgee of securities with the same rights it would have if it were not the Trustee or any agent of the Trustee and may otherwise deal with us and receive, collect, hold and retain collections from us with the same rights it would have if it were not the Trustee or an affiliate or agent. The Trustee and its affiliates and agents are entitled to enter into business transactions with us or any of our affiliates without accounting for any profit resulting from such transactions.

Paying Agents; Transfer Agents; Registrars

     The Registrar, Principal Paying Agent and Transfer Agent for these notes is HSBC Bank USA, National Association. The Registrar, Paying Agent, and Transfer Agent is HSBC Bank Argentina S.A. The Luxembourg Paying Agent and Transfer Agent is Dexia Banque Internationale. We may at any time appoint additional or other Registrars, Paying Agents and Transfer Agents and terminate the appointment thereof; provided, however, that (i) while notes are outstanding, we will maintain a Registrar, a Paying Agent and a Transfer Agent in New York City; (ii) as long as the notes are listed on the Luxembourg Stock Exchange for trading on the Luxembourg Stock Exchange and the rules of the EuroMTF so require, at least one Paying Agent and transfer agent will be located in Luxembourg; and (iii) as long as it is required by Argentine law or by the CNV, we will maintain a Registrar, a Paying Agent and a Transfer Agent in the City of Buenos Aires. In the event required by the Indenture, notice of

any resignation, termination or appointment of any Registrar, Paying Agent or Transfer Agent, and of any change in the office through which any Registrar, Paying Agent or Transfer Agent will act, will be promptly given to the Holders of the notes in the manner described under “—Notices” above and to the CNV.

     The Trustee, the Paying Agents, the Transfer Agents, Registrar, Co-Registrar and Exchange Agent make no representation regarding this Prospectus and Registration Statement, any supplement or the matters contained herein or therein.

DESCRIPTION OF ARGENTINE TIER 1 CAPITAL REGULATIONS

     The following summary of certain Argentine banking regulations supplements, and should be read in conjunction with “Argentine Banking Regulations” contained in the 20-F incorporated herein by reference.

     Argentine financial institutions must comply with guidelines similar to those adopted by the Basle

     Committee on Banking Regulations and Supervisory Practices, as amended in 1995 (the “Basle Rules”), although in certain aspects Argentine banking regulations require higher ratios than those provided by the Basle Rules.

     The Central Bank requires that financial institutions maintain minimum capital requirements, which are computed as a function of counterparty risk, interest rate risk and market risk of a financial institution’s assets. Additionally, the Central Bank requires that financial institutions maintain basic minimum capital which varies depending on the type of entity and the jurisdiction of incorporation, ranging from Ps.10 million to Ps.25 million in the case of banks, and from Ps.5 million to Ps.10 million in the case of other entities. Notwithstanding the foregoing, for banks that were operating on June 30, 2005 the basic minimum capital requirement cannot exceed Ps.15 million.

     The Central Bank takes into consideration a financial institution’s regulatory capital (Responsabilidad Patrimonial Computable or RPC) in order to determine compliance with capital requirements. RPC consists of Tier 1 capital (Basic Net Worth) and Tier 2 capital (Complementary Net Worth) minus certain deducted items.

     Tier 1 capital consists of capital stock as defined by Argentine Business Companies Law No. 19,550, irrevocable contributions on account of future capital increases, adjustments to shareholders’ equity, disclosed reserves, unappropriated retained earnings, non-realized valuation differences, subordinated debt securities that meet certain conditions and requirements and, subsequent to December 31, 2012, reserve funds of up to 10% of the issuance of the related subordinated debt securities. In the case of consolidation, minority interests are included.

     Tier 2 capital consists of (i) debt securities contractually subordinated to all other liabilities not computable as Tier 1 capital, with an average initial maturity of at least five years and issued under certain conditions and requirements, plus (ii) amounts of reserve funds applied to the payment of interest on subordinated debt securities before December 31, 2012 and as from such date also those amounts which have not been used, provided they exceed certain limits, plus or minus (iii) 100% of net earnings or losses recorded through the most recent audited quarterly financial statements, plus or minus (iv) 100% of net earnings or losses for the current year as of the date of the most recent quarterly financial statement, plus or minus (v) 50% of profits or 100% of losses, from the most recent audited quarterly or annual financial statements, minus (vi) 100% of losses not shown in the financial statements, arising from quantification of any facts and circumstances reported by the auditor and plus (vii) 50% of loan loss provisions on the loan portfolio classified as “normal” or “normal performance.”

     Items to be deducted include, among others: (a) demand deposits maintained with foreign financial institutions that are not rated as “investment grade,” (b) negotiable instruments not held by the relevant financial institutions, except where the Central Bank (CRYL), Caja de Valores S.A., Clearstream, Euroclear, Depository Trust Company or Deutsche Bank, New York, are in charge of their registration or custody, (c) securities issued by foreign governments whose risk rating is lower than that assigned to Argentine government securities, (d) subordinated debt instruments issued by other financial institutions, (e) equity interests in other Argentine or foreign financial institutions, (f) any balance unpaid on subscribed stock pending in shareholders’ equity accounts, including share premiums, (g) real property added to the assets of the financial entity and with respect to which there is title deed duly recorded with the pertinent Argentine real property registry, except where such assets shall have been acquired in a court-ordered auction sale, (h) goodwill, (i) organization and development costs, and (j) any deficiency relating to the minimum loan loss provisions required by the Superintendency of Financial Institutions.

Requirements for subordinated debt to be computed as Tier 1 Capital

     In general, debt securities can account for up to 30% of a financial institution Tier 1 capital. This percentage decreases overtime to 15% by January 2013.

     In order for debt securities to be computed as Tier 1 capital, the issuance must be previously approved by: (i) the shareholders; (ii) the Superintendency of Financial Institutions; (iii) the CNV (the Comision Nacional de Valores) and (iv) a stock exchange in order for the debt securities to be admitted for listing.

     In addition, debt securities must have certain characteristics. Tier 1 capital must have a maturity of at least thirty years, and they may permit optional redemption by the issuer only if, (i) at least five years have elapsed since issuance, (ii) prior authorization of the Superintendency of Financial Institutions has been obtained, and (iii) funds used for redemption are raised through the issuance of capital stock or other Tier 1 capital debt securities.

     Interest on Tier 1 capital debt securities may only accrue and be payable to the extent the interest does not exceed available distributable amounts based on the prior year’s audited financial statements. Accordingly, interest payments are non-cumulative such that if an interest payment is not made in full as a result of such limitation, the unpaid interest shall not accrue or be due and payable at any time. The available distributable amounts under Tier 1 capital debt instruments for an Argentine financial institution is determined by calculating the amount of its unappropriated retained earnings minus (i) required legal and statutory reserves; (ii) asset valuation adjustments as determined and notified by the Superintendency of Financial Institutions, whether or not agreed to by such financial institution, and the asset valuation adjustments indicated by its external auditor, in each case to the extent not recorded in its respective financial statements; and (iii) any amounts resulting from allowances permitted by the Superintendency of Financial Institutions, including adjustments arising from the failure to put into effect an agreed upon compliance plan.

     In order to make interest payments under Tier 1 capital debt instruments, the shareholders of the financial institution must, at their annual ordinary meeting that considers the allocation of the results available for distribution, approve the creation of a special reserve for such payments. The amount of the reserve may contemplate additional payments as a result of changes in exchange rates (for instruments issued in foreign currencies) or variable rates (in case of instruments with floating rates). The creation of the reserve and any adjustments to the reserve amount must be approved by the Superintendency of Financial Institutions. Ordinary shareholders’ meetings to consider the allocation of results available for distribution must be held within four months of the end of each fiscal year.

     Only one interest rate step-up is permitted during the life of the securities and it may occur only after ten years have elapsed since issuance. Tier 1 capital debt securities may not be accelerated, nor have cross acceleration provisions, except upon bankruptcy.

     In the event of bankruptcy, Tier 1 capital debt securities rank before capital stock but after all senior debt and Tier 2 capital obligations (all Tier 1 capital debt securities rank pari passu amongst themselves). Tier 1 subordinated instruments cannot be secured or guaranteed by the issuer or subsidiaries affecting the above described ranking of priority rights in payments.

     If at any time Tier 1 capital debt securities exceed the established percentage computable as Tier 1 capital, or if it is established that unpaid interest thereon will be cumulative, or when their residual maturity is less than ten years, then thereafter they will be computed as Tier 2 capital.

     Argentine financial institutions cannot acquire Tier 1 capital debt securities issued by other Argentine financial institutions, nor can they purchase for subsequent resale their own Tier 1 capital debt securities.

     In accordance with current Central Bank regulations, financial institutions would not be permitted to pay interest or make other payments on Tier 1 capital debt securities in the event that, as provided in Communications “A” 4589, “A” 4591 and “A” 4664 of the Central Bank or any successor regulations thereto, (a) they are subject to a liquidation procedure or the mandatory transfer of our assets by the Central Bank in accordance with Sections 34 or 35 bis of the Financial Institutions Law or successors thereto; (b) they are receiving financial assistance from the Central Bank (except liquidity assistance under the pesification rules pursuant to Decree No. 739/2003); (c) they are not in compliance with or have failed to comply on a timely basis with our reporting obligations to the Central Bank; or (d) they are not in compliance with minimum capital requirements (both on an individual and consolidated basis) or with minimum cash reserves (on average).

New requirements applicable to the distribution of dividends.

     The Central Bank has imposed restrictions to the payment of dividends, substantially limiting the ability of financial institutions to distribute such dividends without its prior consent, which were analyzed on case-by-case basis until November of 2006.

     The Central Bank has eased these restrictions through Communication “A” 4589, as amended by Communications “A” 4591 and “A” 4664, by providing for a mechanism for the calculation of distributable profits of the financial institutions.

     The Superintendency of Financial Institutions will review the ability of the bank to distribute dividends upon the bank’s requests for its approval. Such request has to be filed within 30 business days prior to the shareholders meeting that will resolve the approval of the annual financial statements. The Superintendency of Financial Institutions will authorize the distribution of dividends when none of the following circumstances are verified during the month preceding the request for the payment of dividends:

(i) we are subject to a liquidation procedure or the mandatory transfer of assets by the Central Bank in accordance with section 34 or 35 bis of the Financial Institutions Law;

(ii) we are receiving financial assistance from the Central Bank (except liquidity assistance under the pesification rules pursuant to Decree No. 739/2003);

(iii) we are not in compliance with or have failed to comply on a timely basis with our reporting obligations to the Central Bank; or

(iv) we are not in compliance with minimum capital requirements (both on an individual and
consolidated basis) or with minimum cash reserves (on average).

     In all cases, as provided in Communications “A” 4589, “A” 4591 and “A” 4664 of the Central Bank or any successor regulations thereto.

CLEARING AND SETTLEMENT

     Arrangements have been made with each of DTC, Euroclear and Clearstream, Luxembourg to facilitate the issuance of the Registered Note deposited with, or on behalf of, DTC (“DTC Global Notes”). See “Description of Notes—General—Global Notes.” Transfers within DTC, Euroclear and Clearstream, Luxembourg will be made in accordance with the usual rules and operating procedures of the relevant system. Cross-market transfers between investors who hold or who will hold DTC Global Notes through DTC and investors who hold or will hold DTC Global Notes through Euroclear and/or Clearstream, Luxembourg will be effected in DTC through the respective depositaries of Euroclear and Clearstream, Luxembourg.

DTC

     DTC has advised us as follows: DTC is a limited-purpose trust company organized under the laws of the State of New York, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participating organizations (“DTC Participants”) and to facilitate the clearance and settlement of securities transactions between DTC Participants through electronic book-entry changes in accounts of the DTC Participants, thereby eliminating the need for physical movement of certificates. DTC Participants include securities brokers and dealers, brokers, banks, trust companies and clearing corporations and may include certain other organizations. Indirect access to the DTC system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (“Indirect DTC Participants”).

     Under the rules, regulations and procedures creating and affecting DTC and its operations (the “Rules”), DTC is required to make book-entry transfers between DTC Participants on whose behalf it acts with respect to the Registered Notes and is required to receive and transmit distributions of principal of and interest on the Registered Notes. DTC Participants and Indirect DTC Participants with which investors have accounts with respect to the Registered Notes similarly are required to make book-entry transfers and receive and transmit such payments on behalf of their respective investors.

     Because DTC can only act on behalf of DTC Participants, who in turn act on behalf of Indirect DTC Participants and certain banks, the ability of a person having a beneficial interest in a Registered Notes held in DTC to transfer or pledge such interest to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of such interest, may be affected by the lack of a physical certificate of such interest. The laws of some states of the United States require that certain persons take physical delivery of securities in definitive form. Consequently, the ability to transfer beneficial interests in a Registered Notes held in DTC to such persons may be limited.

     DTC has advised us that it will take any action permitted to be taken by a holder of Registered Notes (including, without limitation, the presentation of Registered Notes for exchange as described above) only at the direction of one or more participants to whose account with DTC interests in the relevant Registered Notes are credited, and only in respect of such portion of the aggregate principal amount of the Registered Notes as to which such participant or participants has or have given such direction. However, in certain circumstances, DTC will exchange the DTC Global Notes held by it for certificated notes, which it will distribute to its participants and which, if representing interests in the Registered Notes, will be legended. See “Description of Notes—Certificated Notes.”

Euroclear

     Euroclear was created in 1968 to hold securities for participants of Euroclear and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment, thus eliminating the need for physical movement of certificates and risk from lack of simultaneous transfers of securities and cash. Transactions may now be settled in many currencies, including United States dollars and Japanese yen. Euroclear provides various other services, including securities lending and borrowing and interfaces

with domestic markets in several countries generally similar to the arrangements for cross-market transfers with DTC described below.

     Euroclear is operated by Euroclear Bank S.A./N.V. (the “Euroclear Operator”), under contract with Euroclear Clearance System plc, a U.K. corporation (“Euroclear”). The Euroclear Operator conducts all operations, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not Euroclear. The Euroclear Operator establishes policy for Euroclear on behalf of Euroclear participants. Euroclear participants (“Euroclear Participants”) include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include the dealers. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly. Euroclear is an indirect participant in DTC.

     The Euroclear Operator is a Belgian bank. The Belgian Banking Commission and the National Bank of Belgium regulate and examine the Euroclear Operator.

     The Terms and Conditions Governing Use of Euroclear (the “Euroclear Terms and Conditions”) and the related Operating Procedures of Euroclear and applicable Belgian law govern securities clearance accounts and cash accounts with the Euroclear Operator. Specifically, these terms and conditions govern:

	•		transfers of securities and cash within Euroclear;
	•		withdrawal of securities and cash from Euroclear; and
	•		receipts of payments with respect to securities in Euroclear.

     All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the terms and conditions only on behalf of Euroclear Participants and has no record of or relationship with persons holding securities through Euroclear Participants.

     Distributions with respect to Registered Notes held beneficially through Euroclear will be credited to the cash accounts of Euroclear Participants in accordance with the Euroclear Terms and Conditions, to the extent received by the Euroclear Operator and by Euroclear.

Clearstream, Luxembourg

     Clearstream Banking, société anonyme (“Clearstream, Luxembourg”), was incorporated as a limited liability company under Luxembourg law. Clearstream, Luxembourg is owned by Cedel International, société anonyme, and Deutsche Börse AG. The shareholders of these two entities are banks, securities dealers and financial institutions.

     Clearstream, Luxembourg holds securities for its customers and facilitates the clearance and settlement of securities transactions between Clearstream, Luxembourg customers through electronic book-entry changes in accounts of Clearstream, Luxembourg customers, thus eliminating the need for physical movement of certificates. Clearstream, Luxembourg provides to its customers, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities, securities lending and borrowing and collateral management. Clearstream, Luxembourg interfaces with domestic markets in a number of countries. Clearstream, Luxembourg has established an electronic bridge with the Euroclear Operator to facilitate settlement of trades between Clearstream, Luxembourg and Euroclear.

     As a registered bank in Luxembourg, Clearstream, Luxembourg is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector. Clearstream, Luxembourg customers (“Clearstream, Luxembourg Participants”) are recognized financial institutions around the world, including agents, securities brokers and dealers, banks, trust companies and clearing corporations. In the United States, Clearstream, Luxembourg customers are limited to securities brokers and dealers and banks, and may include the dealers for the Registered Notes. Other institutions that maintain a custodial relationship with a Clearstream, Luxembourg customer

may obtain indirect access to Clearstream, Luxembourg. Clearstream, Luxembourg is an indirect participant in DTC.

     Distributions with respect to the Registered Notes held beneficially through Clearstream, Luxembourg will be credited to cash accounts of Clearstream, Luxembourg Participants in accordance with its rules and procedures, to the extent received by Clearstream, Luxembourg.

Initial Settlement in Relation to DTC Global Notes

     Upon the issuance of a DTC Global Note, DTC or its custodian will credit, on its internal system, the respective principal amount of the individual beneficial interests represented by such DTC Global Note to the accounts of persons who have accounts with DTC. Such accounts initially will be designated by or on behalf of the relevant dealer or us, in the case of a Registered Notes sold directly by us. Ownership of beneficial interests in a DTC Global Note will be limited to DTC Participants, including Euroclear and Clearstream, Luxembourg, or Indirect DTC Participants. Ownership of beneficial interests in DTC Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of DTC Participants) and the records of DTC Participants (with respect to interests of Indirect DTC Participants).

     Euroclear and Clearstream, Luxembourg will hold omnibus positions on behalf of their participants through customers’ securities accounts for Euroclear and Clearstream, Luxembourg on the books of their respective depositaries, which in turn will hold such positions in customers’ securities accounts in such depositaries’ names on the books of DTC.

     Investors that hold their interests in a DTC Global Note through DTC will follow the settlement practices applicable to global bond issues. Investors’ securities custody accounts will be credited with their holdings against payment in same-day funds on the settlement date.

     Investors that hold their interests in a DTC Global Note through Euroclear or Clearstream, Luxembourg accounts will follow the settlement procedures applicable to conventional eurobonds in registered form. The interests will be credited to the securities custody accounts on the settlement date against payment in same-day funds.

Secondary Market Trading in Relation to DTC Global Notes

     Since the purchaser determines the place of delivery, it is important to establish at the time of the trade where both the purchaser’s and the seller’s accounts are located to ensure that settlement can be made on the desired value date. Although DTC, Euroclear and Clearstream, Luxembourg have agreed to the following procedures in order to facilitate transfers of interests among participants of DTC, Euroclear and Clearstream, Luxembourg, they are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither we nor the Trustee, the Registrar, the Co-Registrar or any Paying Agent or Transfer Agent will have any responsibility for the performance by DTC, Euroclear or Clearstream, Luxembourg or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Trading between DTC Participants

     Secondary market trading between DTC Participants will be settled using the procedures applicable to global bond issues in same-day funds.

Trading between Euroclear and/or Clearstream, Luxembourg Participants

     Secondary market trading between Euroclear Participants and/or Clearstream, Luxembourg Participants will be settled using the procedures applicable to conventional eurobonds in same-day funds.

Trading between DTC Sellers and Euroclear or Clearstream, Luxembourg Purchasers

     When interests are to be transferred from the account of a DTC Participant to the account of a Euroclear Participant or a Clearstream, Luxembourg Participant, the purchaser will send instructions to Euroclear or Clearstream, Luxembourg through a Euroclear Participant or a Clearstream, Luxembourg Participant, as the case may be, at least one business day prior to settlement. The Euroclear Operator or Clearstream, Luxembourg will instruct its respective depositary to receive such interest against payment. Payment will then be made by the depositary to the DTC Participant’s account against delivery of the interest in the DTC Global Note. After settlement has been completed, the interest will be credited to the respective clearing system, and by the clearing system, in accordance with its usual procedures, to the Euroclear Participant’s or Clearstream, Luxembourg Participant’s account. The securities credit will appear the next day (European time), and the cash debit will be back-valued to, and the interest on the DTC Global Note will accrue from, the value date (which would be the preceding day, when settlement occurred in New York). If settlement is not completed on the intended value date (i.e., the trade fails), the Euroclear or Clearstream, Luxembourg cash debit will be valued instead as of the actual settlement date.

     Euroclear Participants and Clearstream, Luxembourg Participants will need to make available to the relevant clearing system the funds necessary to process same-day funds settlement. The most direct means of doing so is to preposition funds for settlement, either from cash on-hand or existing lines of credit, as such Participants would for any settlement occurring with Euroclear or Clearstream, Luxembourg. Under this approach, such Participants may take on credit exposure to the Euroclear Operator or Clearstream, Luxembourg until the interests in the relevant DTC Global Note are credited to their accounts one day later.

     As an alternative, if the Euroclear Operator or Clearstream, Luxembourg has extended a line of credit to a Euroclear Participant or a Clearstream, Luxembourg Participant, as the case may be, such Participant may elect not to preposition funds and allow the credit line to be drawn upon to finance settlement. Under this procedure, Euroclear Participants or Clearstream, Luxembourg Participants purchasing interests in a DTC Global Note would incur overdraft charges for one day, assuming they cleared the overdraft when the interests in the relevant DTC Global Note were credited to their accounts. However, interest on the relevant DTC Global Note would accrue from the value date. Therefore, in many cases the investment income on the interest in the relevant DTC Global Note earned during that one-day period may substantially reduce or offset the amount of such overdraft charges, although this result will depend on each Participant’s particular cost of funds.

     Since settlement takes place during New York business hours, DTC Participants can employ their usual procedures for transferring global bonds to the respective depositaries of Euroclear or Clearstream, Luxembourg for the benefit of Euroclear Participants or Clearstream, Luxembourg Participants. The sale proceeds will be available to the DTC seller on the settlement date. Thus, to DTC Participants, a cross-market sale transaction will settle no differently from a trade between two DTC Participants.

Trading between Euroclear or Clearstream, Luxembourg Sellers and DTC Purchasers

     Due to time zone differences in their favor, Euroclear Participants and Clearstream, Luxembourg Participants may employ their customary procedures for transactions in which interests in a DTC Global Note are to be transferred by the relevant clearing system, through its respective depositary, to a DTC Participant at least one business day prior to settlement. In these cases, Euroclear or Clearstream, Luxembourg will instruct its respective depositary to deliver the interest in the relevant DTC Global Note to the DTC Participant’s account against payment. The payment will then be reflected in the account of the Euroclear Participant or Clearstream, Luxembourg Participant the following day, and receipt of the cash proceeds in the Euroclear Participant’s or Clearstream, Luxembourg Participant’s account would be back-valued to the value date (which would be the preceding day, when settlement occurred in New York City). Should the Euroclear Participant or Clearstream, Luxembourg Participant have a line of credit in its respective clearing system and elect to be in debt in anticipation of receipt of the sale proceeds in its account, the back-valuation will extinguish any overdraft charges incurred over that one-day period. If settlement is not completed on the intended value date (i.e., the trade fails), receipt of the cash proceeds in the Euroclear Participant’s or Clearstream, Luxembourg Participant’s account would instead be valued as of the actual settlement date.

     Finally, day traders that use Euroclear or Clearstream, Luxembourg to purchase interests in a DTC Global Note from DTC Participants for delivery to Euroclear Participants or Clearstream, Luxembourg Participants should note that these trades will automatically fail on the sale side unless affirmative action is taken. At least three techniques should be readily available to eliminate this potential problem:

	•		borrowing through Euroclear or Clearstream, Luxembourg for one day (until the purchase side of the day trade is reflected in their Euroclear or Clearstream, Luxembourg accounts) in accordance with the clearing system’s customary procedures;
	•		borrowing the interests in the DTC Global Note in the United States from a DTC Participant no later than one day prior to settlement, which would give sufficient time for the Registered Notes to be reflected in their Euroclear or Clearstream, Luxembourg account in order to settle the sale side of the trade; or
	•		staggering the value date for the buy and sell sides of the trade so that the value date for the purchase from the DTC Participant is at least one day prior to the value date for the sale to the Euroclear Participant or Clearstream, Luxembourg Participant.

TAXATION

Argentine Tax Considerations

The following summary is based upon tax laws of Argentina as in effect on the date of this prospectus and is subject to any change in Argentine law that may come into effect after such date. Prospective holders of the Registered Notes are advised to consult their own tax advisers as to the consequences under the tax laws of the country of which they are residents of an exchange of the Notes for the Registered Notes.

Exchange of Notes for Registered Notes in the Exchange Offer

     After the registration of the Registered Notes under the Securities Act of 1933, Holders of the Notes may change the Notes for Registered Notes in the exchange offer. This exchange will not constitute a taxable event to Holders for Argentine income tax purposes.

Income Tax

Interest

     Except as described below, interest payments on the notes (including original issue discount, if any) will be exempt from Argentine income tax, provided that the notes are issued in accordance with the Negotiable Obligations Law, and qualify for tax exempt treatment under Article 36 of such law. Under Article 36, interest on the notes shall be exempt if the following conditions (the “Article 36 Conditions”) are satisfied:

(a) the notes must be placed through a public offering authorized by the CNV in compliance with Joint Resolution 470-1738/2004;

(b) the proceeds of the issue of such notes must be, pursuant to corporate resolutions authorizing the offering, applied either to (i) investments in tangible assets in Argentina, (ii) working capital in Argentina, (iii) refinancing of debt, whether at its original maturity or prior to such maturity, (iv) capital contributions to controlled or affiliated corporations, provided that such corporations use the proceeds of such contributions for the purposes set forth in (i), (ii) or (iii) above or (v) making loans in accordance with Central Bank regulations; and

(c) we must provide evidence to the CNV in the time and manner prescribed by regulations that the proceeds of the issue have been used for the purposes described in section (b).

Resolution 470-1738/2004 provides, to a certain extent, interpretation of “public offering tax exemption” which, until the date of its issuance, had not been clearly construed by the Argentine Tax Authority. Although the interpretation of the Resolution 470-1738/2004 is not free from doubt given its recent issuance, many of the matters concerning such concept have been clarified by it. The main points of the Joint Resolution 470-1738/2004 are as follows:

(a) Whether a securities offering is a “public offering placement” is exclusively to be construed under Argentine law (Article 16 of the Argentine Public Offering Law). Under the Argentine Public Offering Law notes offered to qualified institutional buyers under Rule 144A or offered pursuant to Regulation S can be made under the concept of a public offering set forth by such law.

(b) Public offering efforts should be properly carried out and documentation of such efforts should be kept by the issuer. Notes will not be considered tax exempt by virtue of the authorization of the CNV to conduct a public offering.

(c) Public offering efforts may be made not only in Argentina but also abroad.

(d) Offerings may be made to the “general public” or to a “specified group of investors” (such as qualified institutional buyers).

(e) The offering may be underwritten pursuant to an “underwriting agreement”. The notes placed pursuant to such agreement will be considered placed by means of a public offering to the extent that the underwriter effectively carries out public offering efforts in accordance with the Argentine Public Offering Law.

(f) The refinancing of “bridge loans” is an accepted use of proceeds from the offering.

Accordingly, we must undertake that each series of notes will be issued in compliance with the Article 36 Conditions and placed by means of a public offering as defined in the Joint Resolution 470-1738/2004. CNV has authorized the establishment of this program, pursuant to Resolution No. 15480 dated September 28, 2006. For that purpose, after the issue of a series of notes, we must file with the CNV the documents required by Resolution No. 368/01 of the CNV, as amended, and Joint Resolution 470-1738/2004. Upon approval by the CNV of such filing, and provided that Article 36 Conditions are met, the notes will qualify for the tax-exempt treatment set forth under Articles 36 and 36bis of the Negotiable Obligations Law.

However, in accordance with Article 38 of the Negotiable Obligations Law, if we are subsequently found to have violated or not complied with the Article 36 Conditions, the responsibility for payment of the taxes from which the holders of the notes would have been exempt otherwise will rest on us. Consequently, the specified exemptions will benefit the holders of the notes regardless of any subsequent violation or non-compliance by us, and holders of the notes will be entitled to receive the full amount due as if no withholding had been required. See also “Description of the Registered Notes—Additional Amounts”.

According to Decree No. 1,076 of July 2, 1992, as amended by Decree No. 1,157 of July 10, 1992, ratified by Argentine Law No. 24,307 of December 30, 1993 (“Decree No. 1,076”), taxpayers subject to the tax adjustment for inflation rules pursuant to Title VI of the Income Tax Law (“ITL”) (in general, entities organized or incorporated under Argentine law, Argentine branches of foreign entities, sole proprietorships and individuals carrying on certain commercial activities in Argentina) (“Argentine entities”) do not enjoy the aforementioned exemption under Article 36 of the Negotiable Obligations Law. As a result thereof, payments of interest on the notes to Argentine entities are subject to income tax in Argentina at a rate of 35%.

Although in certain cases payments of interest to Argentine entities (except to financial entities subject to the Financial Institutions Law) are also subject to a 35% withholding tax on account of the income tax mentioned above, when the debtor is a bank such withholding tax should not be applicable (Article 81 of the ITL). In addition, the regime established by the Argentine Tax Authority through General Resolution No. 830 provides for withholdings of 3% or 10%, depending on whether the beneficiary shall or shall not be registered as an income tax taxpayer, respectively, on certain interest amounts, regardless of its denomination or means of payments. That withholding shall be considered as a payment on account of the income tax of the bondholder and shall become due unless the beneficiary alleges the occurrence of any exemption event and provided that such events shall be evidenced by means of any of the formal requirements established by the tax authority. In principle, such withholding does not apply to interest payments on the notes. However, no assurance may be given that the Argentine Tax Authority may not successfully allege its applicability.

Argentine law generally provides that tax exemptions do not apply when, as a result of the application of an exemption, revenue that would have been collected by the Argentine tax authority would be collected instead by a foreign tax authority (Articles 21 of the Income Tax Law and 106 of the Argentine Federal Tax Procedure Law). This principle, however, does not apply to holders who are foreign beneficiaries.

Therefore, the exemption established under Article 36 of the Negotiable Obligations Law is applicable only to: (i) individuals (including undivided estates) residing in Argentina and (ii) foreign beneficiaries (either individuals or entities).

Capital Gain

If the Article 36 Conditions are fully complied with, resident and non-resident individuals and foreign entities without a permanent establishment in Argentina are not subject to taxation on capital gains derived from the sale or other disposition of the notes. As a result of the Decree No. 1076, Argentine entities are subject to the payment of

income tax at a rate of 35% on capital gains derived from the sale or other disposition of the notes as prescribed by Argentine tax regulations.

Value Added Tax

To the extent that the Article 36 Conditions are fulfilled, any financial transaction and operation related to the issuance, placement, purchase, transfer, payment of principal or interest of redemption for the Registered Notes will be exempted from value added tax.

Pursuant to the value added tax law, transfer of the Registered Notes are exempt from value added tax when the Article 36 Conditions are met.

Personal Assets Tax

Individuals domiciled and undivided estates located in Argentina or abroad must include securities, such as the notes, in order to determine their tax liability for the Personal Assets Tax (“PAT”). This tax levies certain taxable assets held at December 31 of each year, at the rate of (i) 0.50% for those individuals domiciled and undivided estates located in Argentina whose assets subject to the tax do not exceed an aggregate amount of Ps.302,300; or (ii) 0.75% for those individuals domiciled and undivided estates located in Argentina whose assets subject to the tax exceed an aggregate amount of Ps.302,300, and for those non resident individuals and undivided estates located outside Argentina. The tax is applicable on the market value of the notes (or the acquisition costs plus accrued interest in the case of unlisted notes) at December 31 of each calendar year.

There is a non taxable amount of Ps.102,300 in respect of individuals domiciled and undivided estates located in Argentina. In respect of individuals domiciled or undivided estates located abroad, the PAT is not required to be paid if the amount of such tax is equal or less than Ps.255.75. Although securities, such as the notes, directly held by individuals domiciled or undivided estates located outside Argentina would be technically subject to the PAT, according to the provisions of Decree No. 127/96, a procedure for the collection of such tax has not been established in respect of such securities.

Under certain circumstances, assets held by companies or other entities domiciled or incorporated abroad (offshore entities, other than insurance companies, open-end investment funds, pension funds and banks or financial entities whose head offices are incorporated in a country whose Central Bank or equivalent authority has adopted the international standards of supervision established by the Basel Committee) are presumed to be owned by individuals or undivided estates domiciled or incorporated in Argentina and, consequently, are subject to the PAT at an aggregate rate of 1.5%. Notwithstanding, Decree No. 812/1996, dated July 24, 1996, establishes that the legal presumption discussed above shall not apply to shares and debt-related private securities, such as the notes, whose public offering has been authorized by the CNV and which are tradable on the stock exchanges located in Argentina or abroad.

In order to ensure that this legal presumption will not apply and, correspondingly, that we will not be liable as a Substitute Obligor in respect of the notes, we will keep in our records a duly certified copy of the CNV resolution authorizing the public offering of the shares or debt-related private securities and evidence verifying that such certificate or authorization was effective as of December 31 of the year in which the tax liability occurred, as required by Resolution N° 4,203 of the Argentine Tax Authority.

Tax on Presumed Minimum Income

The tax on minimum presumed income (the “PMIT”) is levied on the potential income from the ownership of certain income-generating assets. Corporations domiciled in Argentina, among others, are subject to the tax at the rate of 1.0% (0.20% in the case of local financial entities, leasing entities or insurance entities) applicable over the total value of assets, including the notes, above an aggregate amount of Ps.200,000. The tax basis shall be the fair market value if the notes are listed in a self regulated securities exchange market, and the adjusted acquisition cost if they are not. This tax will only be owed if the income tax determined for any fiscal year does not equal or exceed the amount owed under the PMIT. In such case, only the difference between the PMIT determined for such fiscal year

and the income tax determined for the same fiscal year shall be paid. Any PMIT paid will be applied as a credit toward income tax owed in the immediately following ten fiscal years.

Tax on Debits and Credits on Bank Accounts

Law No. 25,413, as amended, establishes, with certain exceptions, a tax levied on debits and credits on checking accounts maintained at financial institutions located in Argentina and on other transactions that are used as a substitute for the use of checking accounts. The general tax rate is 0.6% for each debit and credit (although in certain cases an increased rate of 1.2% and a reduced rate of 0.075% may apply).

Pursuant to Decree No. 534/2004 (published in the Official Gazette of Argentina on May 3, 2004), 34.0% of the tax paid on credits levied at the 0.6% tax rate and 17.0% of the tax paid on transactions levied at the 1.2% tax rate will be considered (subject to periodical revision by the government) as a payment on account of income tax PMIT and/or the Special Contribution over the Cooperative’s Capital.

The credit of such amounts as a payment on account will be carried out, with no distinction, against income tax, PMIT and/or the Special Contribution over the Cooperative’s Capital. The exceeding amount will not be subject to compensation with other taxes or transfer in favor of third parties, being able to be transferred, to its exhaustion, to other fiscal periods of the above-mentioned taxes.

Turnover Tax

Any investors regularly engaged in activities, or presumed to be engaged in activities, in any jurisdiction where they receive revenues from interest arising from holding notes, or from their sale or conveyance, could be subject to the turnover tax at rates that vary according to the specific laws of each Argentine province, unless an exemption applies.

Article 136, item (1) of the Tax Code of the City of Buenos Aires establishes that the income resulting from any transaction in respect of notes issued pursuant to the Negotiable Obligations Law (such as interest income and the purchase value in the event of conveyance) is exempted from the turnover tax. Although the Tax Code of the City of Buenos Aires does not require the fulfillment of the conditions under Article 36 of the Negotiable Obligations Law, the local tax authority of such jurisdiction recently issued a Resolution No. 1494/05 in which it considers that this exemption from the turnover tax only applies when the notes fulfill the conditions under Article 36 of the Negotiable Obligations Law.

Article 180, item (c) of the Tax Code of the Province of Buenos Aires establishes that income resulting from any transaction on notes issued pursuant to the Negotiable Obligations Law and Law No. 23,962, as amended, (such as interest income and the purchase value in the event of conveyance) is exempted from the turnover tax to the extent the income tax exemption applies.

Stamp and Transfer Taxes

Pursuant to Article 35 of the Negotiable Obligations Law, resolutions, agreements and transactions related to the issuance, subscription, placement and transfer of the notes are exempted from Argentine stamp tax.

The acts, contracts and transactions related to the issuance, subscription, placement and transfer of the exchange notes shall not be subject to stamp taxes in the City of Buenos Aires.

No Argentine transfer taxes are applicable on the sale or transfer of the notes.

Court Tax

In the event that it becomes necessary to institute enforcement proceedings in relation to the notes in Argentina, a court tax (currently at a rate of 3.0%) will be imposed on the amount of any claim brought before the Argentine courts sitting in the City of Buenos Aires.

The City of Buenos Aires imposes a special contribution to the Lawyers Social Security System (“CASSABA Contribution”), in addition to the court tax of 3.0%, on any claim brought before the Argentine courts sitting in the City of Buenos Aires. The CASSABA Contribution will be equal to 3.0% of the amount of the court tax imposed as result of the claim.

Tax Treaties

Argentina has entered into tax treaties with several countries. There is currently no tax treaty in force between Argentina and the United States.

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

     The following discussion is a general summary of the material U.S. federal income tax considerations relating to the purchase, ownership and disposition of the Notes and the Registered Notes received in exchange therefore. This discussion only applies to Notes and Registered Notes that are held as capital assets by “U.S. Holders” (as defined below). This discussion does not describe all of the U.S. federal income tax consequences that may be relevant to U.S. Holders in light of their particular circumstances or to holders subject to special rules, such as certain financial institutions, insurance companies, tax-exempt entities, dealers and traders in securities or currencies, persons holding the Notes or Registered Notes as part of a hedge, straddle or other integrated transaction or persons having a functional currency other than the U.S. dollar. In addition, this discussion does not address the effect of any state, local, foreign or other tax laws or any U.S. federal estate, gift or alternative minimum tax considerations. This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), administrative pronouncements of the IRS, judicial decisions and final, temporary and proposed Treasury regulations, all as in effect on the date hereof, and all of which are subject to change or differing interpretations, possibly with retroactive effect, so as to result in U.S. federal income tax consequences different from those discussed below.

     As used herein, the term “U.S. Holder” means a beneficial owner of Notes or Registered Notes that is, for U.S. federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in the United States or under the laws of the United States, any State thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income tax without regard to its source or (iv) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or if the trust has a valid election in place to be treated as a domestic trust for U.S. federal income tax purposes. The U.S. federal income tax treatment of a partner in a partnership that holds Notes or Registered Notes will depend on the status of the partner and the activities of the partnership. Partners of partnerships holding Notes or Registered Notes should consult their tax advisors concerning the U.S. federal income tax consequences of the acquisition, ownership and disposition of the Notes or Registered Notes by the partnership.

     THE SUMMARY OF U.S. FEDERAL INCOME TAX CONSEQUENCES SET OUT BELOW IS FOR GENERAL INFORMATION ONLY. PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF OWNING THE NOTES OR REGISTERED NOTES, INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL, NON-U.S. AND OTHER TAX LAWS AND POSSIBLE CHANGES IN TAX LAW.

     Exchange of Notes for Registered Notes in the Exchange Offer

     The exchange of the Notes for Registered Notes in the exchange offer will not constitute a taxable event to U.S. Holders for U.S. federal income tax purposes. Consequently, a U.S. Holder will not recognize gain or loss upon the exchange of a Note for a Registered Note, the U.S. Holder’s adjusted tax basis in the Registered Note immediately after the exchange will be the same as its adjusted tax basis in the corresponding Note immediately before the exchange, and the U.S. Holder’s holding period in the Registered Note will include the holding period in the Note exchanged therefor.

     U.S. Federal Income Tax Classification of the Registered Notes

     The determination of whether a security should be classified as indebtedness or equity for U.S. federal income tax purposes requires a judgment based on all relevant facts and circumstances. There is no statutory, judicial or administrative authority that directly addresses the U.S. federal income tax treatment of securities similar to the Registered Notes, and no rulings have been sought or are expected to be sought from the IRS. Although the matter is not free from doubt, we intend to take the position that the Registered Notes constitute indebtedness for U.S. federal income tax purposes. Such position will not be binding on the IRS or any court, and there can be no assurance that the IRS or a court will agree with such position. If the IRS were to successfully challenge the classification of the Registered Notes as indebtedness, interest payments on the Registered Notes generally would be treated as dividends for U.S. federal income tax purposes and a number of other consequences may result, as described below under “—Potential Equity Status.”

     We agree, and by acquiring a Registered Note each holder of a Registered Note will agree, to treat the Registered Notes as indebtedness for U.S. federal income tax purposes. The remainder of this discussion, other than the discussion below under “—Potential Equity Status,” assumes the Registered Notes will be respected as indebtedness for U.S. federal income tax purposes.

     Interest Income and Original Issue Discount

     The terms of the Registered Notes include a limitation on interest provision (the “Limitation on Interest Provision”) under which interest is not payable on an Interest Payment Date if certain objective financial conditions are not met or if certain Argentine banking regulations prohibit certain payments. Under applicable Treasury regulations, certain debt instruments that provide for payments of contingent interest are subject to special tax treatment as “contingent payment debt instruments” unless an exception from such treatment applies. Interest in respect of the Registered Notes may be treated as contingent interest for this purpose due to the Limitation on Interest Provision.

     Under applicable Treasury regulations, an exception from treatment as a contingent payment debt instrument is available if, based on all the facts and circumstances as of the issue date, a single payment schedule for a debt instrument is significantly more likely than not to occur (the “Alternate Payment Schedule Exception”). We have determined, based upon our current financial condition and the advice of our financial advisors, that it is significantly more likely than not that all stated interest on the Registered Notes will be paid, notwithstanding the Limitation on Interest Provision, throughout the fixed interest period of the Registered Notes and that the Registered Notes will be redeemed on the First Call Date. Therefore, we intend to take the position that interest in respect of the Registered Notes is not contingent interest based upon the Alternate Payment Schedule Exception.

     U.S. Holders should be aware that the ability to apply the Alternate Payment Schedule Exception to debt instruments with terms such as the Registered Notes (including the fixed-to-floating interest rate feature) is not clear under current U.S. federal income tax law. Under applicable Treasury regulations, our determination that the Registered Notes are not subject to the contingent payment debt instrument rules is generally binding on U.S. Holders, unless they properly disclose a contrary position, but the IRS nevertheless might assert that the Alternate Payment Schedule Exception is not applicable to the Registered Notes, or alternatively that there is not a single payment schedule for the Registered Notes that is significantly more likely than not to occur. If the IRS were successful in this assertion, then the Registered Notes will be considered contingent payment debt instruments, and the U.S. federal income tax treatment of a U.S. Holder generally would be as described below under “—Potential Contingent Payment Debt Instrument Treatment.”

     Generally, a note with a term of more than one year will be treated as issued with original issue discount (“OID”) for U.S. federal income tax purposes if the excess of the note’s “stated redemption price at maturity” over its issue price is equal to or more than a de minimis amount. The “stated redemption price at maturity” of a note is the total of all payments provided by the note that are not payments of “qualified stated interest.” “Qualified stated interest” for U.S. federal income tax purposes generally is defined as interest on a debt instrument that is unconditionally payable in cash or property, other than additional debt instruments of the issuer, at least annually at a single fixed rate (with certain exceptions for lower rates paid during some periods and certain variable rates). Under the rules applicable to debt instruments qualifying for the Alternate Payment Schedule Exception, however, none of the interest payable on the Registered Notes should be treated as “qualified stated interest” for U.S. federal

income tax purposes because a possible payment schedule for the Registered Notes involves no payment of interest on any particular Interest Payment Date. Accordingly, all stated interest on the Registered Notes (and any additional amounts paid in respect of such interest) should be treated as OID for U.S. federal income tax purposes. A U.S. Holder will therefore be required to include stated interest on the Registered Notes in gross income as it accrues, as OID, regardless of the U.S. Holder’s regular method of tax accounting, using a constant yield method based on a yield to maturity calculated assuming that such holder’s Registered Notes will be redeemed on the First Call Date.

     Specifically, the amount of OID includible in gross income by a U.S. Holder of a Registered Note is the sum of the daily portions of OID with respect to the Registered Note for each day during the taxable year or portion of the taxable year on which the U.S. Holder holds the Registered Note (“accrued OID”). The daily portion is determined by allocating to each day in any “accrual period” a pro rata portion of the OID allocable to that accrual period. Accrual periods with respect to a Registered Note may be of any length selected by the U.S. Holder and may vary in length over the term of the Registered Note as long as (i) no accrual period is longer than one year and (ii) each scheduled payment of interest or principal on the Registered Note occurs on either the final or first day of an accrual period. The amount of OID allocable to an accrual period equals the excess, if any, of (a) the product of the Registered Note’s adjusted issue price at the beginning of the accrual period and the Registered Note’s yield to maturity (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period) over (b) the sum of the payments of qualified stated interest, if any, on the Registered Note allocable to the accrual period. OID allocable to a final accrual period is the difference between the amount payable at maturity, other than a payment of qualified stated interest, and the adjusted issue price of the Registered Note at the beginning of the final accrual period. Special rules will apply for calculating OID for an initial short accrual period. The “adjusted issue price” of a Registered Note at the beginning of any accrual period is the issue price of such holder’s Note increased by the amount of accrued OID for each prior accrual period and decreased by the amount of any payments previously made on the Note or Registered Note that were not qualified stated interest payments. For this purpose, the “issue price” of the Notes is the first price at which a substantial amount of Notes was sold to persons other than bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents, or wholesalers. If the Limitation on Interest Provision were to result in the nonpayment of interest on an Interest Payment Date, applicable Treasury regulations require that, solely for purposes of the OID rules, the Registered Notes must be treated as retired and reissued as of that date. Accordingly, a new determination would need to be made at that time as to whether the Registered Notes should be treated as contingent payment debt instruments or whether an exception from such treatment should apply. Because these circumstances have not yet occurred, we cannot assure you that, based on all the facts and circumstances as of that date, a single payment schedule for a debt instrument would be significantly more likely than not to occur or that any other exception from treatment as a contingent payment debt instrument would apply. A similar determination would be required at the time that interest on the Registered Notes first becomes payable at a floating rate (i.e., if the Registered Notes are not redeemed on the First Call Date).

     Acquisition Premium

     A U.S. Holder that purchased a Note for an amount that was less than or equal to the sum of all amounts payable on the Note after the purchase date, other than payments of qualified stated interest, but that exceeded the adjusted issue price of such Note (any such excess being “acquisition premium”), is permitted to reduce the daily portions of OID on the Note and the related Registered Note by a fraction, the numerator of which is the excess of the U.S. Holder’s adjusted tax basis in the Note immediately after its purchase over the adjusted issue price of the Note, and the denominator of which is the excess of the sum of all amounts payable on the Note after the purchase date, other than payments of qualified stated interest, over the adjusted issue price of the Note.

     Market Discount

     A U.S. Holder that purchased a Note for an amount that was less than the Note’s “revised issue price” by more than a de minimis amount will be treated as having purchased a Note at a market discount. For this purpose, the “revised issue price” of a Note generally equals the issue price of the Note, increased by the amount of any OID that has previously accrued on the Note (without regard to the amortization of any acquisition premium) and decreased by the amount of any payments previously made on the Note that were not qualified stated interest payments.

     In general, any gain recognized on the maturity or disposition of (including any partial principal payment on) a Note or related Registered Note that was purchased with market discount (a “Market Discount Note”), and possibly gain realized in certain non-recognition transactions, will be taxable as ordinary income to the extent that the gain does not exceed the accrued market discount on the note. Alternatively, a U.S. Holder of a Market Discount Note may elect to accrue market discount into gross income currently over the life of the note. This election shall apply to all debt instruments with market discount acquired by the electing U.S. Holder on or after the first day of the first taxable year to which the election applies, and may not be revoked without the consent of the IRS. A U.S. Holder of a Market Discount Note that does not elect to include market discount in gross income currently will generally be required to defer deductions for interest on borrowings incurred to purchase or carry a Market Discount Note that is in excess of the interest and OID on the note includible in the U.S. Holder’s gross income, to the extent that this excess interest expense does not exceed the portion of the market discount allocable to the days on which the Market Discount Note was held by the U.S. Holder.

     Under current law, market discount will accrue on a straight-line basis unless the U.S. Holder elects to accrue the market discount on a constant-yield method. This election applies only to the Market Discount Note with respect to which it is made and is irrevocable.

     Effect of Argentine Withholding Taxes

     As discussed in “Taxation—Argentine Tax Considerations” in this prospectus, payments of interest in respect of the Registered Notes may be subject to Argentine withholding taxes in certain circumstances. If so, as discussed under “Description of the Registered Notes—Additional Amounts,” we may become liable for the payment of additional amounts to U.S. Holders so that U.S. Holders receive the same amounts they would have received had no Argentine withholding taxes been imposed. For U.S. federal income tax purposes, U.S. Holders would be treated as having actually received the amount of Argentine taxes withheld by us (as well as the additional amounts paid by us in respect thereof) with respect to a Note, and as then having actually paid over the withheld taxes to the Argentine taxing authorities. As a result, the amount of interest income included in gross income for U.S. federal income tax purposes by a U.S. Holder with respect to a payment of interest may be greater than the amount of cash actually received (or receivable) by the U.S. Holder from us with respect to the payment.

     Subject to certain limitations, a U.S. Holder generally will be entitled to a credit against its U.S. federal income tax liability for Argentine income taxes, if any, withheld by us. Alternatively, a U.S. Holder may elect to deduct such Argentine income taxes when computing its U.S. federal taxable income, provided that such U.S. Holder elects to deduct (rather than credit) all foreign income taxes paid or accrued for the taxable year. For purposes of the foreign tax credit limitation, foreign source income is classified in one of several “baskets,” and the credit for foreign taxes on income in any basket is limited to U.S. federal income tax allocable to such income. In taxable years beginning before January 1, 2007, interest and OID generally will constitute foreign source income in the “high withholding tax interest” basket if the Registered Notes are subject to Argentine withholding tax at a rate of 5.0% or higher. If the Registered Notes are not subject to such a withholding tax, or in any case in taxable years beginning after December 31, 2006, interest and OID in respect of the Registered Notes generally will be in the “passive income” basket.

     In certain circumstances, a U.S. Holder may be unable to claim foreign tax credits (and may instead be allowed deductions) for foreign income taxes imposed on a payment of interest if the U.S. Holder has not held the Registered Notes for at least 16 days during the 31 day period beginning on the date that is 15 days before the date on which the right to receive the payment arises. Since a U.S. Holder may be required to include OID on the Registered Notes in its gross income in advance of any withholding of Argentine income taxes from payments attributable to the OID, a U.S. Holder may not be entitled to a credit or deduction for these Argentine income taxes in the year the OID is included in the U.S. Holder’s gross income, and may be limited in its ability to credit or deduct in full the Argentine income taxes in the year those taxes are actually withheld by us. Prospective purchasers should consult their tax advisors concerning the U.S. foreign tax credit implications of the payment of any Argentine income taxes.

     Sale, Exchange, Redemption or Retirement of the Registered Notes

     Assuming that the Registered Notes are not treated as contingent payment debt instruments (as described below), upon the sale, exchange, redemption or retirement of a Registered Note, a U.S. Holder generally will recognize gain or loss equal to the difference between the amount realized (less any accrued but unpaid qualified stated interest not previously included in the U.S. Holder’s income, which will be taxable as ordinary income) on the sale, exchange, redemption or retirement and such U.S. Holder’s adjusted tax basis in the Registered Note. A U.S. Holder’s tax basis in the Registered Notes generally will be its initial purchase price of the Notes or Registered Notes, increased by OID previously includible in that U.S. Holder’s gross income to the date of disposition and decreased by payments received on the Notes or Registered Notes (other than payments of qualified stated interest). Such gain or loss generally will be capital gain or loss and generally will be long-term capital gain or loss if the Notes and Registered Notes, in the aggregate, have been held for more than one year. Certain U.S. Holders, including individuals, generally are entitled to preferential tax rates for net long-term capital gains. The ability of U.S. Holders to deduct capital losses is limited under the Code.

     Potential Contingent Payment Debt Instrument Treatment

     As mentioned above, there is a possibility that the IRS could contend that the Registered Notes should be subject to Treasury regulations applicable to contingent payment debt instruments. Our determination that the Registered Notes should not be treated as contingent payment debt instruments is not binding on the IRS and there can be no absolute assurance that a court will not ultimately agree with an assertion of the IRS that the Registered Notes should be so treated. There is also a possibility that the Registered Notes could be subject to the contingent payment debt instrument rules in the event that a payment is not made on an Interest Payment Date due to the operation of the Limitation on Interest Provision. If the Registered Notes were treated for U.S. federal income tax purposes as contingent payment debt instruments, applicable Treasury regulations would require a U.S. Holder, regardless of its regular method of tax accounting, (i) to accrue interest income (as OID) over the term of the Registered Notes based upon a “comparable yield” for a debt instrument without any contingent payments but otherwise with terms and conditions comparable to the Registered Notes, and (ii) to periodically adjust its interest income accruals on the Note for differences between the actual contingent payments received in respect of the Registered Notes and the contingent payments reflected on a “projected payment schedule” prepared for or applicable to the Registered Notes. If the IRS is successful in characterizing the Registered Notes as contingent payment debt instruments and interest has been paid on each Interest Payment Date, we expect that the “comparable yield” would be less than the stated interest rate on the Registered Notes. If the Registered Notes are treated as contingent payment debt instruments as a result of the operation of the Limitation on Interest Provision in fact preventing the payment of interest to be made on a specific Interest Payment Date, the “comparable yield” could materially differ from, and may exceed, the stated interest rate on the Registered Notes. In addition, if the Registered Notes are treated as contingent payment debt instruments, any gain upon a sale or other taxable disposition of the Registered Notes generally would be taxable to a U.S. Holder as ordinary interest income (and not as capital gain) and any loss would be ordinary loss to the extent of the interest previously included in gross income by the U.S. Holder with respect to the Registered Notes, and thereafter, capital loss.

     Potential Equity Status

     As mentioned above, it is possible that the IRS could contend that the Registered Notes should be treated as equity rather than debt for U.S. federal income tax purposes. If the IRS is successful in characterizing the Registered Notes as equity, then among other things, payments of interest on the Registered Notes generally would be treated as dividends, rather than interest income or OID, for U.S. federal income tax purposes. Such payments generally would be includible in the gross income of a U.S. Holder as ordinary income on the day on which the payments are received by the U.S. Holder and these dividends would not be eligible for the dividends received deduction allowed to corporations. Under current law, “qualified dividend income” received by certain non-corporate U.S. Holders on equity interests in certain foreign corporations may be subject to U.S. federal income tax at lower rates than other types of ordinary income if certain conditions are met. Currently, we do not believe that payments made on the Registered Notes, even if treated as dividends for U.S. federal income tax purposes, would constitute “qualified dividend income” and, as such, we do not believe that such payments would be eligible for U.S. federal income taxation at lower rates. Moreover, U.S. Holders could be subject to adverse U.S. federal income tax consequences if we were determined to be a “passive foreign investment company,” or “PFIC,” under section 1297 of the Code.

     In general, we would be classified as a PFIC for any taxable year in which (i) 75% or more of our gross income consists of certain types of “passive income,” or the average value during the taxable year of our “passive assets” (generally assets that generate passive income) is 50% or more of the average value of all of our assets. Passive income for this purpose generally includes interest, dividends, royalties, rents and gains from commodities and securities transactions, with certain exceptions for passive income derived in the conduct of an active business. No assurance can be provided that we will not be classified as a PFIC for any taxable year because the PFIC rules, particularly as applied to banks, are extremely complex and subject to different interpretations, and further because the annual determination will be affected by the nature of our income, assets and operations from year to year.

     If we are treated as a PFIC for any taxable year and the IRS successfully contends that the Registered Notes should be treated as equity for U.S. federal income tax purposes, a U.S. Holder would be subject to special rules (and may be subject to increased tax liability and form filing requirements) with respect to any gain realized on the sale or other disposition of Registered Notes, and any “excess distribution” made by us to the U.S. Holder (generally, any distribution during a taxable year in which distributions to the U.S. Holder on the Registered Notes exceed 125% of the average annual distributions the U.S. Holder received on the Registered Notes during the preceding three taxable years or, if shorter, the U.S. Holder’s holding period for the Registered Notes). Under those rules, (a) the gain or excess distribution would be allocated ratably over the U.S. Holder’s holding period for the Registered Notes, (b) the amount allocated to the taxable year in which the gain or excess distribution is realized and to taxable years before the first day on which we became a PFIC would be taxable as ordinary income, (c) the amount allocated to each prior year in which we were a PFIC would be subject to U.S. federal income tax at the highest tax rate in effect for ordinary income for that year and (d) the interest charge generally applicable to underpayments of U.S. federal income tax would be imposed in respect of the tax attributable to each prior year in which we were a PFIC. In addition, if we are characterized as a PFIC and, at any time, we have non-U.S. subsidiaries that are classified as PFICs, U.S. Holders generally will be deemed to own, and also would be subject to the PFIC rules with respect to, their indirect ownership interests in those lower-tier PFICs.

     In some circumstances, elections may be made by U.S. Holders to mitigate the effect of these consequences. In particular, a U.S. Holder may mitigate the effects of the PFIC rules by electing mark-to-market treatment for its Registered Notes provided the Registered Notes constitute “marketable stock” in accordance with the requirements of applicable Treasury regulations. No assurance can be provided that our Registered Notes will be characterized as “marketable stock” for this purpose.

     THE PFIC RULES ARE COMPLEX AND U.S. HOLDERS ARE ENCOURAGED TO CONSULT THEIR TAX ADVISORS AS TO THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF PFIC STATUS IN THE EVENT THAT THE REGISTERED NOTES ARE FOUND TO BE EQUITY INTERESTS FOR U.S. FEDERAL INCOME TAX PURPOSES.

     Information Reporting and Backup Withholding

     In general, payments of stated interest and accrued OID on, and the proceeds of a sale, exchange, redemption or other disposition of, the Registered Notes, payable to a U.S. Holder by a U.S. Paying Agent or other U.S. intermediary, will be reported to the IRS and to the U.S. Holder as may be required under applicable Treasury regulations. Backup withholding may apply to these payments if the U.S. Holder fails to provide an accurate taxpayer identification number or certification of exempt status or fails to report all interest and dividends required to be shown on its U.S. federal income tax returns. Certain U.S. Holders (including, among others, corporations) are not subject to backup withholding. Backup withholding is not additional tax. Amounts withheld may be credited against a U.S. Holder’s U.S. federal income tax liability, and a U.S. Holder may obtain a refund of any excess amounts withheld by filing the appropriate claim for refund with the IRS in a timely manner. U.S. Holders should consult their tax advisors as to their qualification for exemption from backup withholding and the procedure for obtaining an exemption.

CERTAIN ERISA CONSIDERATIONS

     Section 406 of the United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and Section 4975 of the United States Internal Revenue Code of 1986, as amended (the “Code”), prohibit employee benefit plans and certain other retirement plans, accounts and arrangements that are subject to Title I of ERISA and/or Section 4975 of the Code (“ERISA Plans”) from engaging in specified transactions involving plan assets with persons or entities who are “parties in interest” within the meaning of ERISA, or “disqualified persons” within the meaning of Section 4975 of the Code, unless an exemption is available. A party in interest or disqualified person who engaged in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and/or the Code. In addition, the fiduciary of the ERISA Plan that engaged in such a non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and/or the Code. The acquisition and/or holding of Registered Notes by an ERISA Plan with respect to which we are considered a party in interest or a disqualified person may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code unless the investment is acquired and is held in accordance with an applicable statutory, class or individual prohibited transaction exemption. In this regard, the United States Department of Labor has issued prohibited transaction class exemptions, or “PTCEs,” that may apply to the acquisition and holding of Registered Notes. These class exemptions include, without limitation, PTCE 84-14 respecting transactions determined by independent qualified professional asset managers, PTCE 90-1 respecting insurance company pooled separate accounts, PTCE 91-38 respecting bank collective investment funds, PTCE 95-60 respecting life insurance company general accounts and PTCE 96-23 respecting transactions determined by in-house asset managers, although there can be no assurance that all of the conditions of any such exemptions will be satisfied.

     Accordingly, each purchaser and subsequent transferee of a Registered Notes will be deemed to have represented and warranted that either (i) no portion of the assets used by such purchaser or transferee to acquire or hold the Note constitutes assets of any employee benefit plan subject to Title I of ERISA, plan, account or other arrangement subject to Section 4975 of the Code or provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws”), or any entity whose underlying assets are considered to include “plan assets” of any such employee benefit plan, plan, account or arrangement or (ii) the purchase and holding of the Registered Notes as applicable by such purchaser or transferee will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation under any applicable Similar Law.

     The foregoing discussion is general in nature and is not intended to be all-inclusive. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it s particularly important that fiduciaries or other persons considering purchasing Registered Notes on behalf of, or with the assets of, any employee benefit plan or other retirement plan, account or arrangement, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Code and any Similar Laws to such investment and whether an exemption would be applicable to the purchase and holding of Registered Notes.

PLAN OF DISTRIBUTION

          Each broker-dealer that receives Registered Notes for its own account under the exchange offer must acknowledge that it will deliver a prospectus and annual report in connection with any resale of those Registered Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer for resales of Registered Notes received in exchange for Notes that had been acquired as a result of market-making or other trading activities. We have agreed that, for a period of 90 days after the expiration date of the exchange offer, we will make this prospectus, as it may be amended or supplemented, and annual report available to any broker-dealer for use in connection with any such resale. Any broker-dealers required to use this prospectus and any amendments or supplements to this prospectus and annual report for resales of the Registered Notes must notify us of this fact by requesting additional copies of these documents.

          Notwithstanding the foregoing, we are entitled under the registration rights agreements to suspend the use of this prospectus by broker-dealers under specified circumstances. For example, we may suspend the use of this prospectus if:

•

the SEC or any state securities authority requests an amendment or supplement to this prospectus or the related registration statement or additional information;

•

the SEC or any state securities authority issues any stop order suspending the effectiveness of the registration statement or initiates proceedings for that purpose;

•

we receive notification of the suspension of the qualification of the Registered Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for that purpose;

•

the suspension is required by law; or

•

an event occurs which makes any statement in this prospectus untrue in any material respect or which constitutes an omission to state a material fact in this prospectus.

          If we suspend the use of this prospectus, the 90-day period referred to above will be extended by a number of days equal to the period of the suspension.

          We will not receive any proceeds from any sale of Registered Notes by broker-dealers. Registered Notes received by broker-dealers for their own account under the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on those Registered Notes or a combination of those methods, at market prices prevailing at the time of resale, at prices related to prevailing market prices or at negotiated prices. Any resales may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the selling broker-dealer or the purchasers of the Registered Notes. Any broker-dealer that resells Registered Notes received by it for its own account under the exchange offer and any broker or dealer that participates in a distribution of the Registered Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any resale of Registered Notes and any commissions or concessions received by these persons may be deemed to be underwriting compensation under the Securities Act. By acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

          We have agreed to pay all expenses incidental to the exchange offer other than commissions and concessions of any broker or dealer and will indemnify holders of the Registered Notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

The validity under New York law of the Registered Notes will be passed upon by Shearman & Sterling LLP, our New York counsel.

Certain legal matters governed by Argentine law will be passed upon by Bruchou, Fernández Madero & Lombardi, our Argentine counsel.

EXPERTS

The consolidated financial statements incorporated by reference of Banco Macro S.A at December 31, 2006 and 2005, and for each of the three years in the period ended December 31, 2006, appearing in this Prospectus and Registration Statement have been audited by Pistrelli, Henry Martin y Asociados S.R.L., member firm of Ernst & Young Global, independent registered public accounting firm, as set forth in their report thereon incorporated by reference elsewhere herein which, as to the year 2006 is based in part on the report of Price Waterhouse & Co. S.R.L., independent registered public accounting firm, relating to the financial statements of Nuevo Banco Bisel S.A. for the period from August 11, 2006 through December 31, 2006. The financial statements referred to above are included in reliance upon such reports given on the authority of such firms as experts in accounting and auditing.

ENFORCEMENT OF CIVIL LIABILITIES

We are incorporated under the laws of Argentina. Substantially all of our assets are located outside the United States. The majority of our directors and all our officers and certain advisors named herein reside in Argentina or elsewhere outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons or to force against them or against us judgments predicated upon the civil liability provisions of the U.S. federal securities laws or the laws of such other jurisdictions.

In the terms and conditions of the Registered Notes, we (i) agree that the courts of the State of New York and the federal courts of the United States, in each case sitting in the Borough of Manhattan, City and State of New York, will have non-exclusive jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with the Registered Notes and, for such purposes, irrevocably submit to the jurisdiction of such courts and (ii) name an agent for service of process in the Borough of Manhattan, New York City. See “Description of the Registered Notes.”

Enforcement of foreign judgments would be recognized and enforced by the courts in Argentina provided that the requirements of Article 517 of the Federal Civil and Commercial Procedure Code (if enforcement is sought before federal courts) are met, such as (i) the judgment, which must be final in the jurisdiction where rendered, was issued by a court competent in accordance with Argentine principles regarding international jurisdiction and resulted from a personal action, or an in rem action with respect to personal property if such was transferred to Argentine territory during or after the prosecution of the foreign action, (ii) the defendant against whom enforcement of the judgment is sought was personally served with the summons and, in accordance with due process of law, was given an opportunity to defend against foreign action, (iii) the judgment must be valid in the jurisdiction where rendered and its authenticity must be established in accordance with the requirements of Argentine law, (iv) the judgment does not violate the principles of public policy of Argentine law, and (v) the judgment is not contrary to a prior or simultaneous judgment of an Argentine court.

We have been advised by our Argentine counsel, Bruchou, Fernández Madero, Lombardi & Mitrani, that there is doubt as to the enforceability, in original actions in Argentine courts, of liabilities predicated solely upon the federal securities laws of the United States and as to the enforceability in Argentine courts of judgments of United States courts obtained in actions against us predicated upon the civil liability provisions of the federal securities laws of the United States.

WHERE YOU CAN FIND MORE INFORMATION

Banco Macro is subject to the informational requirements of the Exchange Act applicable to a foreign private issuer (as defined by Rule 405 of the Securities Act). We file annual and current reports and other information with the United States Securities and Exchange Commission (the “SEC”). You may read and copy any document we file with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. The SEC maintains a website at http://www.sec.gov that contains reports and other information regarding issuers that file electronically with the SEC. We will also make available upon request all annual and current reports and other information that we file with the SEC. However, the reports and other information filed with the SEC are not incorporated by reference in this prospectus.

We also file our annual and quarterly financial statements and certain other information with the CNV and the Buenos Aires Stock Exchange in Argentina. Copies of our financial statements, this prospectus and any pricing supplement may be obtained at (i) our offices; (ii) the offices of the dealers in Argentina and (iii) from the CNV’s website at http://www.cnv.gov.ar.

We have filed with the SEC a registration statement on Form F-4 under the Securities Act relating to the exchange offering of the Notes for the Registered Notes. This prospectus is part of that registration statement. As described below, you may obtain from the SEC a copy of the registration statement and exhibits that we have filed with the SEC. The registration statement may contain additional information that may be important to you. Statements made in this prospectus about legal documents may not necessarily be complete, and you should read it together with the documents filed as exhibits to the registration statement or otherwise filed with the SEC.

As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of the proxy statements and will not be required to file proxy statements with the SEC, and our officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The SEC allows Banco Macro to “incorporate by reference” the information Banco Macro files with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus and certain later information that Banco Macro files with the SEC will automatically update and supersede this information. The following documents are incorporated by reference:

	Ø		Banco Macro’s Annual Report on Form 20-F for the year ended December 31, 2006, filed with the SEC on July 13, 2007 (SEC File No. 001-32827);
	Ø		Banco Macro’s Current Report on Form 6-K filed on July 24, 2007 (SEC Film No. 07994535);
	Ø		Banco Macro’s Current Report on Form 6-K filed on May 18, 2007 (SEC Film No. 07865207);
	Ø		any future filings on Form 20-F that Banco Macro makes with the SEC under the Exchange Act after the date of this prospectus and prior to the termination of the offering of the offered securities; and
	Ø		any future reports on Form 6-K that Banco Macro furnishes to the SEC after the date of this prospectus and prior to the termination of the offering of offered securities that are identified in such reports as being incorporated by reference in this prospectus; and

          You may request a copy of any and all of the information that has been incorporated by reference in this prospectus and that has not been delivered with this prospectus and annual report, at no cost, by writing or telephoning us at Banco Macro’s offices at Sarmiento 447, Buenos Aires, Argentina, Attention: Jorge Scarinci, Head of Investor Relations and Finance Manager or (+ 54-11-5222-6500). Exhibits to the filings will not be sent, however, unless those exhibits have been specifically incorporated by reference in this document.