Professional Documents
Culture Documents
v.
THE REPUBLIC OF ARGENTINA,
Defendant-Appellant.
TABLE OF CONTENTS
TABLE OF AUTHORITIES ................................................................................. ii
INTRODUCTION ................................................................................................. 1
BACKGROUND ................................................................................................... 2
A.
B.
C.
ARGUMENT......................................................................................................... 9
A.
B.
CONCLUSION ....................................................................................................19
TABLE OF AUTHORITIES
Page(s)
Cases
Aurelius Capital Master, Ltd. v. Republic of Argentina,
No. 14-2689(L), slip op. (2d Cir. Sept. 19, 2014) .........................................
Buckhanon v. Percy,
708 F.2d 1209 (7th Cir. 1983), cert. denied, 465 U.S. 1025 (1984) ..............
13
Grace v. Rosenstock,
228 F.3d 40 (2d Cir. 2000) ...........................................................................
14
Mikel v. Gourley,
951 F.2d 166 (8th Cir. 1991) ........................................................................
12
10-11
12
14
14
ii
Page(s)
United States v. ORourke,
943 F. 2d 180 (2d Cir. 1991) ........................................................................ 9-10, 11
Weight Watchers Intl, Inc. v. Luiginos, Inc.,
423 F. 3d 137 (2d Cir. 2005) ........................................................................ 12, 13
Wilder v. Bernstein,
49 F. 3d 69 (2d Cir. 1995) ............................................................................
9, 11
iii
This majority of Argentine Law Bonds were issued pursuant to local directives,
including approximately $1.75 billion in principal outstanding amount issued in
connection with the Republics resolution of its disputes with Spanish oil
company, Repsol, S.A. (Repsol). Resolution 26/2014, Apr. 30, 2014 (Ex. H).
4
N.A.s Argentine branch on Argentine Law Bonds, i.e., Peso- and U.S. Dollardenominated bondsgoverned by Argentine law and payable in Argentinathat
were issued by the Republic of Argentina in 2005 and 2010. Ex. G.
Shortly thereafter, plaintiffs asked the district court to reconsider that ruling
with respect to the U.S. dollar-denominated Argentine Law Bonds, arguing that
they should be subject to the Injunctions because they constitute External
Indebtedness covered by the pari passu clause. On July 28, 2014, the district
court granted plaintiffs motion and reversed itself without explanation (the July
28 Order). However, recognizing the lack of any basis to interfere with bonds
issued outside the context of any exchange, the July 28 Order instructed the parties
to devise a way to distinguish between the Repsol bonds and the exchange bonds
before their next payment is due in September. July 28 Order at 4 (Ex. F).
Citibanks and the Republics appeals from the July 28 Order were
dismissed on September 19, 2014 for lack of appellate jurisdiction, based on this
Courts finding that the July 28 Order was a clarification, rather than a
modification, of the Injunctions. Aurelius Capital Master, Ltd. v. Republic of
Argentina, No. 14-2689(L), slip op. at 2 (2d Cir. Sept. 19, 2014). The Court stated
that its dismissal of the appeals was not intended to preclude Citibank from
seeking further relief from the district court. Id.
C.
At a September 26, 2014 hearing, the district court stated that the Injunctions
should apply only to the [FAA] bonds and the bonds that were issued in exchange
for those bonds in 2005, 2010. Sept. 26, 2014 Hrg Tr. at 48:8-9, 11-13 (Ex. C);
accord Sept. 10, 2014 Hrg Tr. at 12:10-13 (Ex. E) ([W]hat I was dealing with,
[in] the proceedings this summer was bonds issued in Argentina expressly subject
to Argentine law, something completely different from what was covered in the
injunction.); Sept. 19, 2014 Hrg Tr. at 7:16-20 (Ex. D) (It was my view and still
is my view that the Argentine law bonds issued in Argentina, payable in Argentina,
[and] subject to Argentine law, are different from the bonds subject to the
[Injunctions]. And whether theyre payable externally or not, the factors Ive
talked about make them different.). However, notwithstanding that it is
undisputed that the Argentine Law Bonds are not FAA bonds and were not issued
in exchange for FAA bonds, the district court deferred ruling on the motion.
Conceding that the existing record provided no basis for the Injunctions to
cover the Argentine Law Bonds, plaintiffs emphasized at the hearing that the
record is not complete, and that there was a need to conduct discovery with
respect to the difference between these [Argentine Law] bonds and the other
bonds. Sept. 26, 2014 Hrg Tr. at 22:18-19, 45:8 (Ex. C). The district court
accordingly ordered discovery and supplemental briefing in order to allow the
parties and nonparty Citibank the time necessary to present a sufficient record, id.
at 51:22-24, and over the next several months, the parties exchanged tens of
thousands of pages of documents.3
After further briefing and another hearing, the district court issued the March
12 Order, rejecting the motion to modify the Injunctions and extending the
Injunctions to apply to all bonds that the Republic issued in connection with a
restructuring, regardless of whether they constitute External Indebtedness i.e.,
regardless of whether they are subject to the pari passu clause that the Injunctions
enforce.4 Beyond its remarkable conclusion that it is irrelevant whether the
Citibank was permitted to process the September 30, 2014 and December 31,
2014 interest payments pending resolution of its motion. See Order, NML Capital,
Ltd. v. Republic of Argentina, No. 08 Civ. 6978 (S.D.N.Y. Nov. 10, 2014), Dkt.
#714; Order, NML Capital, Ltd. v. Republic of Argentina, No. 08 Civ. 6978
(S.D.N.Y. Sept. 26, 2014), Dkt. #683.
4
Plaintiffs argued below (but not in their motion to dismiss) that Citibank, as a
non-party, lacked standing to move to modify the Injunctions. See Pls. Feb. 17
Br. at 28, NML Capital, Ltd. v. Republic of Argentina, No. 08 Civ. 6978 (TPG)
(S.D.N.Y. Feb. 17, 2015), Dkt. #745 (claiming that motions to modify must be
made via Fed. R. Civ. P. 60(b) and that non-parties cannot bring such motions).
The district court correctly rejected that argument: the Injunctions are interlocutory
orders, which the district court has the plenary power to amend prior to the entry of
final judgment. See Fed. R. Civ. P. 54(b); Grace v. Rosenstock, 228 F.3d 40, 51
(2d Cir. 2000) (All interlocutory orders remain subject to modification or
adjustment prior to the entry of a final judgment adjudicating the claims to which
they pertain.); United States v. LoRusso, 695 F.2d 45, 53 (2d Cir. 1982) ([T]he
power to grant relief from erroneous interlocutory orders, exercised in justice and
good conscience, has long been recognized as within the plenary power of courts
until the entry of final judgment and is not inconsistent with any of the Rules.);
Corrected Br. of NML Capital, Ltd., et al. at 6, NML Capital, Ltd. v. Argentina, 12105-cv(L) (2d Cir. Apr. 20, 2012), Dkt. #308 (Injunctions not final decisions
because claims for principal and interest on the FAA bonds remain outstanding).
8
Argentine Law Bonds constitute DFCI, the district court erroneously held that the
majority of the bonds issued in exchanges are not in fact DFCI (although the court
did acknowledge that up to 17% of such bonds are DFCI). March 12 Order at 7
(Ex. A). The district court further erred by once again ignoring that approximately
72% of the Argentine Law Bonds at issue all of which bear ISIN
ARARGE03E113 (the 113 Bonds) were not issued in the context of any
exchange, but are still threatened by the Injunctions because they are
indistinguishable from Argentine Law Bonds that were issued in exchanges.
The Republic timely appealed from the March 12 Order on April 6, 2015.
Plaintiffs filed the Motion on April 27, 2015.
ARGUMENT
A.
ORourke, 943 F. 2d 180, 186 (2d Cir. 1991) (Since we hereinafter conclude that
the district court misconstrued the injunctive mandate . . ., the court was
modifying that injunction, within the meaning of section 1292(a)(1), by ordering
compliance with its misinterpretation.).
Until the March 12 Order was entered below, the specific performance
Injunctions have necessarily always been limited by the scope of the pari passu
clause. Injunctions 2 (Ex. I) (The Republic accordingly is permanently
ORDERED to specifically perform its obligations to NML under [the pari passu
clause]); id. 2(d) (The Republic is ENJOINED from violating [the pari passu
clause]). That is because the basis for the Injunctions is the district courts
finding that the pari passu clause had been breached, id. at 1, that the breach
caused plaintiffs irreparable harm for which there is no adequate remedy at
law, and that the balance of the equities strongly supports [the Injunctions] in
light of the clear text of the [pari passu clause], id. 1. As the Injunctions state,
they are a purported remedy for [] violations of that contract provision. Id. at 2.
Moreover, as this Court recognized in reviewing the Injunctions in October
2012, the relevant portion of the pari passu clause provides that the Republics
payment obligations . . . shall at all times rank at least equally with all its other
present and future unsecured and unsubordinated External Indebtedness. NML
Capital, Ltd. v. Republic of Argentina, 699 F.3d 246, 251 (2d Cir. 2012) (quoting
10
FAA 1(c)) (emphasis added). In order to be subject to the pari passu clause
and the district courts Injunctions that enforce it Republic debt must therefore
constitute External Indebtedness. Otherwise, there is no contractual basis for
subjecting such debt to the Injunctions, no finding that payment on that debt causes
plaintiffs irreparable harm for which they have no adequate remedy at law, and
no determination that the balance of the equities supports the entry of equitable
relief with respect to that debt.
Notwithstanding the clear language of the pari passu clause, the Injunctions,
and the decisions of this Court, the district court held for the first time in the March
12 Order that the Injunctions apply to all Republic bonds issued in the context of
an exchange offer whether or not [they] are external indebtedness. March 12
Order at 9 (Ex. A) (emphasis added). The March 12 Order thus divorces the
specific performance Injunctions from the contract provision and judicial
determinations to which they are bound, and erroneously extends the Injunctions to
an entirely new category of debt. That substantive misconstruction and extension
of the Injunctions plainly modified them for purposes of Section 1292(a)(1), and
gives this Court jurisdiction to review and reverse this plain error. Wilder, 49 F. 3d
at 72; ORourke, 943 F. 2d at 186.
11
B.
Separate and apart from the fact that the March 12 Order modified the
Injunctions, jurisdiction exists over these appeals under Section 1292(a)(1) because
the March 12 Order also refus[ed] to . . . modify [the pari passu] injunctions. 28
U.S.C. 1292(a)(1); Weight Watchers Intl, Inc. v. Luiginos, Inc., 423 F. 3d 137,
141-42 (2d Cir. 2005). Specifically, the district court denied Citibank and the
Republics request that it modify the Injunctions to exclude from their scope the
Argentine Law Bonds because they constitute DFCI, which is not subject to the
pari passu clause, and because they are not otherwise Exchange Bonds.
Here, Citibank and the Republics request which followed this Courts
ruling that the July 28 Order was a clarification that the Injunctions apply to the
Argentine Law Bonds plainly sought a modification for purposes of Section
1292(a)(1), because had the district court granted it, the court would have
alter[ed] the terms and force of the Injunctions by excluding that category of
debt. Weight Watchers, 423 F.3d at 143; see also Pimentel & Sons Guitar Makers,
Inc. v. Pimentel, 477 F.3d 1151, 1154 (10th Cir. 2007) (modification substantially
changes the terms and force of the injunction); Mikel v. Gourley, 951 F.2d 166,
169 (8th Cir. 1991). Plaintiffs themselves repeatedly asserted that Citibank and the
Republic sought to modify the Injunctions. See, e.g., Pls. Feb. 17 Br. at 10 (This
12
13
considered. See, e.g., Sept. 26, 2014 Hrg Tr. at 34:1-4 (Ex. C) ([A]s I understand
it, the precise issue is whether a payment of interest on [the Argentine Law Bonds]
would invoke the pari passu provision of the 1994 [FAA]. . . . [T]hat is the issue
now.); id. at 34:12-20 ([T]o resolve the issue you look to the 1994 [FAA] . . . .
We look to a provision that defines domestic foreign currency indebtedness.).
Indeed, the district court ordered extensive discovery and supplemental briefing on
this new, substantive issue precisely to allow the parties and nonparty Citibank
the time necessary to present a sufficient record for the court to consider. Id. at
51:22-24.
The cases relied on by plaintiffs, see Motion at 6, do not support their claim
that the March 12 Order is rendered unappealable simply because the motion to
modify the Injunctions was also styled as a motion to vacate the July 28 Order.
None of those decisions involves appeals from refusals to modify injunctions,
which unlike the orders at issue in the cases cited by plaintiffs are expressly
appealable under Section 1292(a)(1). 5 The Republic is not seeking to
15
it is located, i.e., the location where the instrument representing the indebtedness is
held and can be acquired. See, e.g., Offer, Merriam-Webster Online Dictionary
(2015), http://www.merriam-webster.com/dictionary/offer (defining offer as to
make (something) available: to provide or supply (something)). It is undisputed
that the Global Certificates representing each series of the Argentine Law Bonds
have at all times been deposited with, registered in the name of, and cleared and
paid through CRYL in Argentina. See, e.g., 2005 ProSupp at S-19 (Ex. K); 2010
ProSupp at S-5 (Ex. J). Moreover, the means by which a bondholder could tender
beneficial interests in exchange for Argentine Law Bonds further establish that
such indebtedness could only be acquired within, and thus was offered solely
within, the Republic. See 2005 ProSupp at S-19, S-47, S-49 (Ex. K); 2010
ProSupp at S-39-40, S-74, S-76 (Ex. J). Rather than construe the FAA in
accordance with its plain meaning, the district court incorrectly held that the
exchange bonds governed by Argentine law were, like all the other exchange
bonds, offered in many countries. March 12 Order at 8 (Ex. A).6
In support of this ruling, the district court cited only pages in the 2005 and 2010
Prospectus Supplements that describe a Global Offering. See id. at 8. But these
disclosure documents filed pursuant to the U.S. securities laws do nothing more
than describe bonds being offered in Argentina as part of the Republics global
restructuring. Of course, such descriptions have no bearing on where the
Argentine Law Bonds were offered, which the district court itself had previously
recognized. See Sept. 26, 2014 Hrg Tr. at 25:12-16 (Ex. C) (I would not think
that the prospectus governs. I would think its a matter of fact where these bonds
were offered. . . . I dont think the prospectus answers the question.).
16
17
Third, the district court erred because approximately 72% of the Argentine
Law Bonds were not issued in connection with any exchange and therefore cannot
constitute Exchange Bonds subject to the Injunctions. See Injunctions 2(a)
(Ex. I) (Republic must make Ratable Payment to plaintiffs whenever it pays any
amount due on its Exchange Bonds).7 These non-exchange bonds cannot be
distinguished from certain of the Argentine Law Bonds that were issued in
exchange for defaulted debt, and so the inequitable result of the March 12 Order is
to threaten payment on all Argentine Law Bonds, including on those for which
there is no basis to interfere, even in the district courts erroneous view.8
Plaintiffs have changed their litigation strategy from recognizing that the
Injunctions apply only to Exchange Bonds, see, e.g., Pls. Opp. to Citibanks Mot.
for Clarification at 7, Aurelius Capital Master, Ltd. v. Republic of Argentina, No.
09 Civ. 8757 (TPG) (S.D.N.Y. July 2, 2014), Dkt. #396, to seeking to interfere
with payments on bonds that were issued pursuant to local issuances with no
connection to the Exchanges. The vast majority of the Argentine Law Bonds
issued outside the context of the Exchanges were issued before plaintiffs had even
moved for pari passu relief, and thus, contrary to plaintiffs prior contentions, their
issuance was not an attempt to interfere with the application of the Injunctions.
It is not possible to distinguish between payments made on Argentine Law Bonds
not issued in the context of the Exchanges and payments made on certain
Argentine Law Bonds issued in the Exchanges for defaulted debt, because the
former bear the same identifying characteristics as the latter. See Declaration of
Federico Elewaut, dated Feb. 13, 2015 22-23 (Ex. B) (Among Argentine Law
Bonds that bear the same ISIN, it is operationally impossible to determine . . .
when or for what purpose these Argentine Law Bonds were issued, or who their
prior owners might have been.).
8
18
CONCLUSION
For the foregoing reasons, the Court should deny plaintiffs Motion.
Dated: New York, New York
May 11, 2015
Respectfully submitted,
CLEARY GOTTLIEB STEEN & HAMILTON LLP
By:
Of Counsel:
Michael M. Brennan
Kristin A. Bresnahan
One Liberty Plaza
New York, New York 10006
(212) 225-2000
Attorneys for the Republic of Argentina
19
associate at Cleary Gottlieb Steen & Hamilton LLP, counsel for defendant the
Republic of Argentina (the "Republic") in these matters. I submit this declaration
on behalf of the Republic in support of the Republic's Opposition to Plaintiffs'
Motion to Dismiss.
2.
Document
Ex.
Document
I declare under penalty of perjury that the foregoing is true and correct.
Executed on May 11,2015 in New York, New York.
EXHIBIT A
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x
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: 10 Civ. 3970 (TPG)
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Central
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the terms of the Exchange Bonds without complying with its obligation . . .
[under] the FAA by concurrently or in advance making a Ratable Payment to
NML. Id. 2(d).
The Injunction also prohibits participants in the payment process of the
Exchange Bonds . . . . from aiding and abetting any violation of this ORDER. Id.
2(e). The term participants refer[s] to those persons and entities who act in
active concert or participation with the Republic, to assist the Republic in
fulfilling its payment obligations under the Exchange Bonds. Id. 2(f) (emphasis
added) (listing several examples of participants). Finally, the Injunction provides
that non-parties may seek clarification from the court of their duties, if any,
under the Injunction. Id. 2(h).
In 2013, Citibank filed a motion asking the court to clarify whether the
Injunction prohibits its handling of payments on the exchange bonds governed
by Argentine law. The court initially deferred action on the motion pending
appeal of the Injunction to the Court of Appeals for the Second Circuit. The Court
of Appeals affirmed the Injunction in August of 2013, and the Supreme Court
denied certiorari in June of 2014.
With the appeals of the Injunction having concluded, the court revisited
Citibanks motion for clarification. On June 27, 2014, the court issued an order
(June 27th Order) providing that the Injunction does not as a matter of law
prohibit payments by Citibank[s] . . . Argentine branch on Peso- and U.S. Dollardenominated bondsgoverned by Argentine law and payable in Argentinathat
were issued by the Republic of Argentina in 2005 and 2010 to customers for
4
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whom it acts as custodian in Argentina. Order of June 27, 2014. Plaintiffs filed
a motion for partial reconsideration of the June 27th Order.
On July 28, 2014, the court issued an order (July 28th Order) allowing
Citibank to make a one-time payment on the dollar-denominated exchange
bonds governed by Argentine Law. However, the court clarified that the
Injunction would prohibit Citibank from processing payments on the dollardenominated exchange bonds going forward.
Citibank appealed the July 28th Order to the Court of Appeals for the
Second Circuit. The Court of Appeals denied the appeal on jurisdictional
grounds, but noted that nothing in this Courts order is intended to preclude
Citibank from seeking further relief from the district court. Thus, on September
22, 2014, Citibank filed a motion, by order to show cause, to vacate the July
28th Order. It is this motion that is the subject of the present opinion.
The court held hearings on Citibanks motion on September 28, 2014 and
March 3, 2015. The court, on consent of plaintiffs, allowed Citibank to process
payments at the end of September and the end of December on the dollardenominated exchange bonds governed by Argentine law. Citibanks Argentine
branch is expected to receive another interest payment on those bonds on March
31, 2015. Plaintiffs have not consented to Citibanks processing of that payment.
Discussion
Citibank and the Republic have advanced three primary arguments in
support of vacating the July 28th Order: (1) the exchange bonds governed by
Argentine law should not be subject to the Injunction because they are not
5
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present
and
future
unsecured
and
unsubordinated
External
Indebtedness. FAA (1)(c). Thus there is an issue about whether the Injunction,
in light of the FAA, prohibits the Republic from making, and participants from
assisting in, payments on external indebtedness (unless of course a ratable
payment is made to plaintiffs holding 1994 bonds).
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thus qualify as DFCI under the third category. The court has reviewed hundreds
of documents going to this question, and held two hearings where this question
was debated. The evidence produced is overwhelming: the exchange bonds
governed by Argentine law were, like all the other exchange bonds, offered in
many countries, not exclusively in Argentina. See, e.g., 2005 Prospectus
Supplement at (iii), S-95, see also 2010 Prospectus Supplement at (v).
The Republic argues that the exchange bonds governed by Argentine law
were offered locally because they were registered at and payable through CRYL,
an Argentine entity. See Republics Supp. Mem. L. at 19. But this argument goes
to where the transactions were consummated, or in the parlance of contract law,
where the exchanges were accepted. It does not go to where the exchange bonds
were offered.
The final type of DFCI, also falling under the third category, is foreign
currency indebtedness issued in . . . substitution . . . or replacement of
indebtedness payable in the lawful currency of Argentina. FAA at 17. Citibank
argues that in 2002, the Republic passed a series of measures converting all of
its public debts payable in foreign currencies into debts payable in Argentine
pesos. Thus, Citibank contends that the exchange bonds governed by Argentine
law were replacing debts payable in Argentine pesos, and qualify as DFCI under
the third category.
It appears that in 2002 the Argentine President, with authorization from
the Argentine National Congress, pesified its public debts. See Duggan Decl.
6. However, when the exchange bonds were created in 2005, the Republic
8
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expressly preserved the foreign currency status of debts that may have been
pesified, stating: Solely for the purposes of the [exchange] Offer, Eligible
Securities originally denominated in a currency other than pesos and governed
by Argentine law will be treated as if they were denominated in the currency in
which they were originally issued. 2005 Prospectus Supplement at S-9, S-40.
Thus, the exchange bonds governed by Argentine law and denominated in dollars
do not qualify as DFCI because they replaced bonds that were treated as payable
in a foreign currency, making the third category inapplicable here.
As discussed, the operative paragraphs of the Injunction do not speak in
terms of external indebtedness, and as a result, Citibanks participation in
making payments on exchange bonds is prohibited. This is true whether or not
the exchange bonds are external indebtedness. Nonetheless, the court finds that
the vast majority of exchange bonds governed by Argentine law and payable in
U.S. dollars would not constitute DFCI, but rather would qualify as external
indebtedness of the Republic. Thus, payment on these exchange bonds would
violate the Equal Treatment Provision of the FAA, providing an additional reason
as to why the Injunction applies.
2. Whether Citibank is a Participant in the Payment Process
Citibank argues that it does not participate in the payment process of the
exchange bonds, and thus should not be subject to the Injunction.
Participant within the meaning of the Injunction refers to persons and
entities who act in active concert or participation with the Republic, to assist the
Republic in fulfilling its payment obligations under the Exchange Bonds.
9
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Injunction 2(f) (emphasis added). The Injunction lists a number of entities that
are participants, such as trustees, depositaries, clearing systems, settlement
agents, transfer agents, et cetera. Id. 2(f)(1)(5). This list is illustrative, not
exclusive. NML Capital, Ltd. v. Republic of Argentina, 727 F.3d 230, 244 (2d Cir.
2013), cert. denied, 134 S. Ct. 2819 (2014). As the court made clear in paragraph
two of the Injunction, a participant in the payment process is any entity that
participates with or assists the Republic in fulfilling its exchange bond
obligations.
Citibank asserts that payments on the exchange bonds governed by
Argentine law are complete when those payments reach CRYL, and thus by
processing those payments after they have been transferred, Citibank is not
assisting the Republic in fulfilling its payment obligations. Hrg Tr. Mar. 3, 2015
at 2426. This argument is unavailing. Citibank is not an exchange bondholder,
but rather a financial institution that processes payments initiated by the
Republic and intended for and terminating with exchange bondholders. By
crediting those payments to customer accounts, including the accounts of large
clearinghouses, Citibank is assisting the Republic in fulfilling its payment
obligations on the exchange bonds. To rule otherwise, this court would have to
adopt an overly narrow and technical reading of the term participants, one at
odds with the clear language of the Injunction and at odds with the courts intent
in fashioning that Injunction.
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The Gucci court also suggested that district courts consider notions of
comity in rendering decisions affecting sovereign interests. Id. at 13839.
Comity is . . . the recognition which one nation allows within its territory to the
legislative, executive or judicial acts of another nation, having due regard both
to international duty and convenience, and to the rights of its own citizens, or of
other persons who are under the protection of its laws. Id. at 139 (quoting Hilton
v. Guyot, 159 U.S. 113, 16364 (1895)). In conducting a comity analysis, the
Court of Appeals suggested that lower courts address the factors provided in
403 of the Restatement (Third) of Foreign Relations Law. Id. These factors
include considerations of whether the courts exercise of jurisdiction over a
foreign entity is reasonable; the extent to which an activity takes place within
the regulating states territory; the importance of the regulation to the
international political, legal or economic system; the other states interest in the
regulating activity; and the likelihood of conflict with regulation by another state.
See Restatement (Third) of Foreign Relations Law 403 (a)(h).
The concerns over jurisdiction present in the Gucci case are absent here.
Unlike the Bank of China, which was headquartered outside of the United States
and had only minimal contacts with the forum, Citibanks global headquarters
is located in New York. Citibank merely maintains a branch in Argentina.
Moreover, just as in Gucci, this courts injunction is not directed at Citibank, but
at defendant the Republic of Argentina. Third parties like Citibank are not
directly enjoined, but rather indirectly prohibited from assisting the Republic in
meeting its exchange bond obligations.
12
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waives,
to
the
fullest
extent
permitted
by
law,
any
objection . . . .). When those courts issued judgments, the Republic refused to
honor them. Comity would have urged the opposite.
By observing the Injunction, Citibank asserts that it risks sanction in
Argentina. However, if Citibank processes payments on exchange bonds, it
violates the Injunction issued by this court. Neither option is appealing. See
Restatement (Third) of Foreign Relations Law 403(2)(h) (referring to the
likelihood of conflict with regulation by another state.). But if Citibanks
predicament is a matter of comity, it is only because the Republic has refused to
observe the judgments of the court to whose jurisdiction it acceded. Comity does
not suggest abrogating those judgments, or creating exceptions to the Injunction
designed to enforce them. Rather, comity suggests that the Republic not penalize
third parties, like Citibank, who must observe the orders of United States courts.
The court has long urged the Republic to participate in negotiating a
resolution to the claims in this case, and has appointed a Special Master to
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facilitate that process. The court urges the Republic, once again, to avail itself of
the Special Master's services.
Conclusion
For the reasons given above, the court denies Citibank's motion, by order
to show cause, to vacate the July 28th Order.
SO ORDERED.
Dated: New York, New York
March 12, 2015
'Thomas P. Griesa
United States District Judge
USDCSDNY
{DOCUMENT
l
ELECIRONICALLY FILED f
DOC#:
f
DATE FILED:
14
EXHIBIT B
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------ - ------------------------- -- X
AURELIUS OPPORTUN ITI ES FUND rt, LLC
and AURELIUS CAPITAL MASTER, LTD.,
Plaintiffs,
- against THE REPUBLIC OF ARGENT! A,
Defendant.
No.
No.
o.
o.
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---------------------------------- X
OLIFANT FUND, LTD.,
Plaintiff,
- against THE REPUBLIC OF ARGENT INA,
Defendant.
--------------------------------- - X
PABLO ALBERTO VARELA, et al.,
Pia inti ffs,
-againstTHE REPUBLIC OF ARGE Tl A,
Defendant.
--------------------------------- - X
Pursuant to 28 U.S.C. 1746, I, Federico Elewaut, declare under penalty of perjury under
the laws of the United States of America that the following is true and correct:
I.
I am Head ofC iti Treasury and Trade Solutions, which includes Custody
Services, for Citibank Argentina. Citibank Argentina is the Argentine branch ofCi tibank, N.A.
("Citibank"). I am familiar with the operations ofCitibank Argentina, and in particular with the
functions of its securities custody business.
2.
relief against payment by Citibank Argentina on certain U.S. dollar-denominated bonds issued
by the Republic of Argentina (the "Republic'") that are governed by Argentine law and payable
in Argentina, and that bear the following International Securities Identification Numbers
('' ISINs"): ARARGE03E I62, ARARGE03EI88, ARARGE03E097, ARARGE03EII3,
ARARGE03E 154, ARARGE03G688, and ARARGE03G704 (collectively, the "Argentine Law
Bonds").
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3.
Citibank Argentina has been operating as a commercial bank in Argentina for I00
custody, including some customers who hold Argentine Law Bond s. Most of the customers who
own Argentine Law Bonds (about six hundred and fifty Argentine individuals and six Argentine
companies) hold securities for their own account. A few customers who own Argentine Law
Bonds (about seven international institutional customers) generally hold securities in order to
meet obligations to their own customers.
5.
Citibank Argentina has entered into a separate custody agreement with each of its
custody account customers. Pursuant to these agreements, Citibank Argentina acts only for its
customers, in a very limited capacity. Citibank Argentina simply accepts for deposit interests in
securities acquired by customers, maintains them safely until they are sold or transferred, and
credits customer accounts with any payments received on their securities.
6.
Citibank Argentina does not advi se its customers which sec urities to buy or hold,
and does not routinely analyze the nature of any particular security, other than to record the
currency, and the agreed dates of payment or maturity.
7.
Citibank Argentina is not, and does not act as, an agent for the Republic or any
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8.
Most of the securities held by Citibank Argentina for its custody customers are
sovereign or corporate securities issued in Argentina, including bonds issued by the Republic
that are governed by Argentine law and upon which the Republ ic makes payments entirely in
Argentina, like the Argentine Law Bonds.
9.
Most of these securities are held in book-entry form. Thus, Citibank Argentina
does not hold these type of securiti es in physical bonds, certificates, or notes. Rather, ownership
of the security is recorded in the customer's account by its !SIN. Citibank Argentina also obtains
other information about the security, as relevant to its obl igations as custodian, from either the
local clearing system for these securities. Caja de Valores S.A. ("Caja'"), or from the Argentine
stock exchange bulletin, Bolsar. The information relevant to Citibank Argentina includes the
currency denomination, the governing law, the issue date, the payment dates, and the maturity
date.
Citibank Argentina's Obligations to C ustomers
I0.
process payments, when received, and (b) transfer ownership of securities, as directed by
customers.
II .
Citibank Argentina 's obl igation to process payments arises only from its contracts
with customers and Argentine law. Pursuant to both, it is my understanding that Citibank
Argentina is obligated to transfer funds received for the benefit of customers as directed by those
customers. I have never understood that funds paid for the benefit of customers may be retained
in a Citibank Argentina account, and I bel ieve holding such funds wou ld be a violation of
Citibank Argentina's duty to customers under its contracts and Argentine law.
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I 2.
other than to obey its banking laws. With respect to the Argentine Law Bonds, for example, the
Republic has not assigned Citibank Argentina any role in the payment stream, Citibank
Argentina has no contract with the Republic with respect to the custodial services it prov ides to
its clients, and Citibank Argentina is not paid by the Republic in connection with its role in
remitting payments to clients. Thus, Citibank Argentina has no obligations comparable to those
of an indenture trustee with respect to the Argentine Law Bonds held in custody for customers.
I 3.
including Argentine Law Bonds, because its custody account customers have acquired such
bonds. Citibank Argentina is not the only custodian of Argentine Law Bonds, and if its custody
account customers so ld their holdings of Argentine Law Bonds, Citibank Argentina would cease
to be a custodian of those bonds.
15.
Caja acts as a securities clearing system, registrar and paying agent for both Argentine
government and corporate securities, and holds "col lective deposits" in the names of
participating institutions and their customers.
I6.
into an agreement with Caja, pursuant to which Citibank Argentina informs Caja when its
customers have purchased, transferred, or sold an interest in securities held by Caja, and Caja
makes a corresponding book-entry in the "collective deposit" account denoting whether the
customer has increased or decreased its holdings.
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17.
The collective deposit account at Caja is made in the names of both the
participating financial institution (e.g., a bank like Citibank Argentina), and such institution's
custody account customers.
18.
Argentina has a beneficial interest, Caja will credit the payment to an account belonging to
C itibank Argenti na.
19.
in structions from its customers. Citibank Argentina either credits a customer's account at
C itibank Argentina, which is generally the case for individual Argentine customers and
Argentine companies, or transfers the funds, through various intermediaries, to accounts in other
countries, which is generally the case fo r non-resident institutional customers.
The Argentine Law Bonds Held for Customers
20.
I have been advised that Plaintiffs are attempting to prevent Citibank Argentina
from crediting customer accounts with payments made by the Rep ubi icon the Argentine Law
Bonds. As noted above, each of the Argentine Law Bonds is issued by the Republic, is U.S.
dollar-denominated, is governed by Argentine law, and is payab le in Argentina.
2 1.
Interests in these bonds have been held or are held in book-entry form in one or
more Citibank Argentina custody accounts for customers. However, the number of Argentine
Law Bonds owned by Citibank Argentina's customers fluctuates over time, as customers trade
these bonds on the market.
The Argentine Law Bonds Are Fungible
22.
I have been advised that most of the Argentine Law Bonds were issued in
connection with local transacti ons by the Republic, and that certain of these bonds share the
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same ISI N as one type of bond issued in connection with the 2005 exchange conducted by th e
Republic.
23.
Among Argentine Law Bonds that bear the same TSIN, it is operationally
impossible to determine, by reference to the ISTN or any other information available to Citibank
Argentina, when or for what purpose these Argentine Law Bonds were issued, or who their prior
owners might have been. I was advised th at the Court had directed the parties to devise a way to
ascertain such information, but in my view there is no possibl e mean s for doing so.
Payments on Argentine Law Bonds
24.
the Argentine Law Bonds, the Republic first transfers the required U. S. dollars to the account of
the Central de Registro y Liquidaci6n de Instrumentos de Endeudamienlo Publico ("'CRYL")
with BCRA. CRYL is a depository fo r securities issued by the Republic and arranges fo r the
clearance and settl ement of transactions in these securities through book-entry changes in its
participants ' accounts. CRYL holds all of the global certificates corresponding to the Argentine
Law Bonds and is the registered owner of the Argentine Law Bonds.
25.
account at CRYL, in its own nam e and for the account of third-parties, that corresponds with each
Argentine Law Bond . I also understand that immed iately upon recei ving the payments from the
Republic on the Argentine Law Bonds, CRYL transfers the entire payment to the corresponding
receiving account held in Caja's name at CRYL. It is my understanding that, once the payment
reaches Caja's acccount at CRYL, the funds belong to customers, and Caja and any intermed iary
receiving fu nds downstream from Caja are holding the funds solely for the benefit of customers.
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26.
Upon receiving the fund s in its receiving account at CRYL, Caja in turn credits
the amount received to the respective accounts of participants in Caja, including Citibank
Argentina and other custodians or owners of Argentine Law Bonds.
27.
Immed iately upon the receipt of any payment on the Argentine Law Bonds in its
account, Citibank Argentina either credits the cash accounts of its customers or acts as directed
by any standing instruction. Citibank Argentinas ob ligation to its customers is complete when
the cash accounts of those customers have been cred ited with the amount each such customer is
entitled to receive on that date, or when any standing or specific instructions in respect of such
accounts have been executed.
Dated:
Federico Elewaut
EXHIBIT C
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Plaintiffs,
5
6
v.
08 CV 6978 (TPG)
7
8
Defendant.
------------------------------x
10
11
12
Before:
HON. THOMAS P. GRIESA,
13
14
15
16
District Judge
A P P E A R A N C E S
GIBSON DUNN & CRUTCHER
Attorneys for Plaintiff NML Capital, Ltd.
BY: THEODORE B. OLSON
JASON J. MENDRO
17
18
DECHERT LLP
Attorneys for Plaintiff NML Capital, Ltd.
BY: ROBERT A. COHEN
19
20
21
22
23
24
25
SOUTHERN DISTRICT REPORTERS, P.C.
(212) 805-0300
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APPEARANCES (Cont'd)
DAVIS POLK & WARDWELL LLP
Attorneys for Citibank
BY: KAREN E. WAGNER
MATTHEW ROLAND
LINDSEY KNAPP
JAMES KERR
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
SOUTHERN DISTRICT REPORTERS, P.C.
(212) 805-0300
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THE COURT:
This is the
MS. WAGNER:
10
I would.
11
expedited basis.
12
13
14
15
16
17
hearing today.
18
19
20
THE COURT:
21
The
22
23
24
25
pass that.
Let's
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MS. WAGNER:
certiorari, the first thing that your Honor did when Citibank
10
11
and the Argentine law bonds are extremely different from the
12
bonds that are New York law bonds that are governed by an
13
14
trustee.
15
16
that the bonds are very different and that Citibank is very
17
different.
18
September 10, as to the bonds that when you were dealing with
19
20
21
something that was quite different from the bonds dealt with in
22
23
24
25
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to Argentine law.
Citibank Argentina
February 23 order.
10
11
12
13
14
order.
15
16
17
order, you will find that that motion was directed very
18
19
20
those bonds.
21
22
23
24
New York Mellon and Citibank or the difference between the Bank
25
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was issued at that point, and it was very clear from the
opinion that what you were dealing with were the parties that
10
11
hearing about whether the Bank of New York bonds were subject
12
to the clause.
13
THE COURT:
14
15
16
different stage.
17
18
Argentine bonds.
19
20
MS. WAGNER:
21
THE COURT:
22
past.
23
24
MS. WAGNER:
25
I am sure you're
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Argentina.
10
11
12
at great risk.
13
14
And as a
15
16
Second Circuit would lead you to the conclusion that you can't
17
18
19
20
21
contract.
22
23
agency agreement.
24
25
And the parties who were enjoined did play some role
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It is a custodian.
customers.
It has no
It has no contractual
10
11
12
13
14
15
16
these entities.
17
belongs to customers.
18
19
20
21
22
23
24
25
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custodian capacity.
10
Honor, they are different from the bonds that were addressed in
11
12
law bonds.
13
14
15
16
17
18
any exchange.
19
20
21
22
Some of them
But they are
Most
23
24
25
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indenture trustee.
They have no
THE COURT:
MS. WAGNER:
10
THE COURT:
11
MS. WAGNER:
12
THE COURT:
13
MS. WAGNER:
14
15
16
obligation.
17
18
obligation.
19
20
10
The fiscal
21
currency indebtedness?
22
23
24
25
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THE COURT:
Go
back and I want to ask, again, why are these bonds subject to
Just
MS. WAGNER:
agency agreement.
10
THE COURT:
11
MS. WAGNER:
Of 1994?
Of 1994.
12
13
14
times rank at least equally with all its other present and
15
16
17
The payment
18
agreement.
19
20
21
22
23
external indebtedness.
24
25
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THE COURT:
MS. WAGNER:
12
Shall I continue?
agreement.
THE COURT:
Argentina.
MS. WAGNER:
10
11
12
13
i.
14
15
16
17
18
19
THE COURT:
20
MS. WAGNER:
21
22
THE COURT:
23
Just a minute.
24
25
to?
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MS. WAGNER:
13
THE COURT:
10
MS. WAGNER:
11
THE COURT:
Just a minute.
It's a very dense paragraph.
I just want to make sure we are focusing
12
13
14
15
16
17
18
MS. WAGNER:
19
your Honor, except I think it's possible that you are limiting
20
21
But, yes, we are talking about the same language in the same
22
provision.
23
THE COURT:
24
MS. WAGNER:
25
You go ahead.
Your Honor, I think it is clear that if a
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Honor, and the Republic has also put evidence before you that
the Argentine law bonds were either obtained because they were
offered and exchanged for one of these other local law bonds,
THE COURT:
10
MS. WAGNER:
There are
11
your Honor.
12
13
14
15
16
recently.
17
18
19
And
20
21
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25
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THE COURT:
talk.
15
MS. WAGNER:
I will conclude.
this.
10
bonds.
11
Argentine law bonds, they need to make the record and they have
12
13
14
15
16
17
18
19
20
21
22
23
24
25
So, for
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Argentina.
THE COURT:
MR. OLSON:
10
11
12
13
warranted.
14
repeated briefings.
15
Circuit twice.
16
17
It
18
19
20
21
22
23
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25
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THE COURT:
injunction?
to certain bonds.
But it
MR. OLSON:
It applied to --
10
THE COURT:
11
the world.
12
13
MR. OLSON:
14
15
16
17
exchange bonds.
18
19
20
these bonds.
21
did.
22
23
be required to be modified.
24
that other parties are going to come in and say, our bonds are
25
different.
The
These
If there is
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18
deal of litigation.
a factual record.
10
11
12
13
14
these bonds.
15
16
17
exchange bonds.
18
And we have
THE COURT:
Look.
19
They are
20
defined.
21
22
covered.
23
MR. OLSON:
24
25
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THE COURT:
MR. OLSON:
6
7
THE COURT:
MR. OLSON:
No.
opinion.
8
9
19
10
11
then and was not raised because the injunction was clear.
12
13
14
types of bonds and it's not very clear and it cannot be clear
15
16
17
What Ms. Wagner has argued here is, they are not
18
19
than that.
20
21
22
23
bond --
24
25
THE COURT:
different issue.
SOUTHERN DISTRICT REPORTERS, P.C.
(212) 805-0300
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MR. OLSON:
THE COURT:
20
Look.
bonds that were issued in 1994 by the Republic and were subject
the bonds, the bonds that were issued in 1994, and subject to
10
11
12
MR. OLSON:
They were
13
14
15
16
17
18
THE COURT:
Look.
19
20
21
22
23
quickly.
24
And that is, the 1994 fiscal agency agreement does indeed have
25
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MR. OLSON:
Yes.
THE COURT:
21
MR. OLSON:
THE COURT:
that is, do these bonds that we are talking about, the bonds
Are they
10
11
12
13
MR. OLSON:
14
THE COURT:
15
16
currency indebtedness.
17
18
19
Because that is
20
MR. OLSON:
21
point.
22
23
24
25
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were issued, how they were payable, and all of those facts
which are necessary to make the distinction that you are being
10
11
the injunction.
12
further efforts --
13
THE COURT:
14
15
at all.
16
MR. OLSON:
17
18
19
20
21
22
THE COURT:
All right.
23
MR. FRIEDMAN:
Fine.
And if I
Edward
24
25
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Citibank.
10
11
12
13
14
15
16
17
And I can take the items in the definition in any order, your
18
19
then conclude with Roman at III, which is one of the items that
20
21
okay?
22
THE COURT:
Very good.
23
MR. FRIEDMAN:
Would that be
Thank you.
24
25
We can
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the bonds at issue here were not even in existence at the time
of the fiscal agency agreement and thus are clearly not listed
in Roman at II.
DFCI would
THE COURT:
10
apply.
11
So we have to
Sure.
12
13
14
15
that or let them address it first, and I'll turn to item Roman
16
at III.
17
THE COURT:
Please.
18
MR. FRIEDMAN:
Domestic foreign
19
20
a B.
21
22
Republic of Argentina.
23
Everybody agrees that item B does not apply here, because these
24
25
THE COURT:
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MR. FRIEDMAN:
Yes.
25
Republic of Argentina.
Republic of Argentina.
prospectus that offered the New York law, the UK law, and also
the record.
United States.
10
Argentina.
11
12
THE COURT:
13
governs.
14
were offered.
15
dealt with.
16
question.
17
MR. FRIEDMAN:
18
19
20
21
22
23
24
and Clearstraight.
25
the exchange in 2005 and 2010 and received Argentine law dollar
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Argentina.
THE COURT:
confused.
MR. FRIEDMAN:
10
26
offered for --
11
THE COURT:
12
MR. FRIEDMAN:
13
14
15
16
17
18
19
That language --
20
THE COURT:
21
22
23
24
25
I have a
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with.
27
was concerned, as the judge, with exchanges for the 1994 bonds.
And let us keep that in mind and not stray from it.
MR. FRIEDMAN:
10
but what I would like to say is that there has been extensive
11
12
13
14
THE COURT:
15
MR. FRIEDMAN:
And I would --
16
17
18
19
injunction.
20
argument before the Second Circuit last week where there was
21
22
23
24
25
THE COURT:
And
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28
I would center on your Honor's order just July 28, 2014, less
than two months ago, in this case and it's an order that
Ms. Wagner did not mention when she was reciting what your
10
THE COURT:
11
MR. FRIEDMAN:
In that July
12
13
14
15
conclusion of that order by your Honor was, and I'll just read
16
17
18
19
20
bonds.
21
22
23
24
25
THE COURT:
To avoid future
Go ahead, please.
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29
injunction.
this order.
injunction.
10
11
12
after the argument, after the briefing, for the first time said
13
to the Court, you know, for some of the Argentine law exchange
14
15
16
17
18
And as your
19
20
21
22
you look at these exchange bonds, there are some other bonds
23
24
exchange.
25
THE COURT:
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February 23 injunction.
amended, was dealing with the 1994 bonds and the exchanges of
Now, what the February 23, 2012 order meant was that
10
11
was dealing with the 1994 bonds and bonds issued in exchange
12
13
I am the
14
15
that.
16
17
18
there was a recognition of the pari passu for the people who
19
20
Let me start
21
again.
22
23
and they are really not relevant to what we are talking about
24
now.
25
maybe more, and the Court held that that payment could not be
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made because it did not deal with the pari passu situation.
And so I think about $500 million was paid into the Bank of New
10
At that juncture
11
there was not the kind of full briefing and argument that we
12
13
14
15
16
17
18
of that.
19
20
21
22
and July.
23
24
25
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tell you that as the judge in the case, I am not willing to let
the whole case depend on the use of that term twice in the July
28 order.
10
11
I have to
So if you
12
about the prior orders of this Court, not just the July 28
13
14
suggestion.
15
16
17
18
19
20
payment, is so that the parties and your Honor will not have to
21
22
23
24
25
Your
Your
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4
5
THE COURT:
33
assume it for the moment, let us assume that the bonds we are
10
11
assumption.
12
13
14
injunction.
15
16
17
18
from that.
19
20
agreement of 1994.
21
22
23
issue.
24
25
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And as I understand
bonds would invoke the pari passu provision of the 1994 fiscal
agency agreement.
dealt with.
MR. FRIEDMAN:
THE COURT:
MR. FRIEDMAN:
How is it to be
I apologize.
10
THE COURT:
11
12
by you and in the briefs, to resolve that issue you look to the
13
14
15
16
17
18
19
discovery.
20
21
discussed with Mr. Olsen and with you, the provision little
22
23
Republic of Argentina.
24
25
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MR. FRIEDMAN:
THE COURT:
10
that I ask the lawyers to be very careful when you are dealing
11
12
13
are.
14
Go ahead.
15
16
17
18
19
20
21
22
23
24
25
THE COURT:
Argentina.
MR. FRIEDMAN:
of Argentina.
THE COURT:
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THE COURT:
MR. FRIEDMAN:
36
the documents that have been put before the Court with the
And the
10
I mentioned.
11
conclusion one would draw is that these bonds were not offered
12
13
14
15
16
17
18
THE COURT:
That, I
19
20
21
22
23
24
25
And it is the
And what
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And what I would like to hear from you is why you believe there
issues?
MR. FRIEDMAN:
10
exclusively in Argentina.
11
12
exclusively in Argentina.
13
14
15
THE COURT:
16
17
18
19
20
21
MR. FRIEDMAN:
I had forgotten.
2005 and
22
23
24
that those bonds were part of the exchange of 2005 and 2010
25
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MR. FRIEDMAN:
THE COURT:
MR. FRIEDMAN:
Yes.
In the argument before your Honor on
offered in the 2005 and 2010 exchanges and that these dollar
these --
10
11
THE COURT:
38
12
MR. FRIEDMAN:
13
THE COURT:
14
MR. FRIEDMAN:
15
THE COURT:
16
17
has come into the record and some of it undoubtedly has been by
18
19
20
21
22
1994 offering.
23
24
25
MR. FRIEDMAN:
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MR. FRIEDMAN:
39
Yes.
What I would submit is that we are
intent at the time the injunction was issued and how that
10
One example
Argentina.
11
12
13
14
15
16
17
18
have said, we will acquiesce and not object and allow the Court
19
20
we know the parties will have time to develop the record and
21
22
23
24
that.
25
And
And I
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issues.
40
Parker said that he does not even know how Citibank could
injunction.
THE COURT:
10
11
12
MR. FRIEDMAN:
It doesn't help me a
The
13
Second Circuit last week did come down with a ruling in that
14
15
16
17
18
THE COURT:
19
MR. FRIEDMAN:
20
21
22
23
issues.
24
25
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stay.
THE COURT:
10
11
MS. WAGNER:
12
minute?
13
THE COURT:
14
MS. WAGNER:
Please.
Your Honor, of course, we agree that
15
16
conditions.
17
that plaintiffs agree that they did not make a record before
18
19
20
bonds.
21
22
23
24
law bonds.
25
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THE COURT:
MS. WAGNER:
10
11
They can explain why the Argentine law bonds should be subject
12
13
14
15
16
that showing.
17
18
19
20
21
apply.
22
a motion and they can explain to the Court why it is they think
23
24
25
Then we can all go and have discovery and they can make
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do.
cannot prove that the bonds that we hold are subject to the
MR. FRIEDMAN:
THE COURT:
Sure.
10
MR. FRIEDMAN:
11
12
13
14
15
16
17
18
19
20
21
There are orders in place now and the whole point of our
22
23
24
25
issue does not become live or urgent again, your Honor, until
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December.
after a few days of briefing without the Court and the parties
THE COURT:
10
MR. OLSON:
11
THE COURT:
Sure.
12
MR. OLSON:
13
14
brief.
I think that you put and expressed precisely what the
15
issue is.
16
17
18
19
indebtedness.
20
21
22
23
you are correct, in our submission, that if these bonds are the
24
25
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your injunction.
10
issue.
And so, as Mr. Friedman points out, the stay takes care
11
12
13
14
15
16
important.
17
18
THE COURT:
19
MR. VASSOS:
20
Anyone else?
John Vassos from Morgan Lewis & Bockius
21
22
stay.
23
24
25
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2
MR. FRIEDMAN:
46
may.
THE COURT:
Please.
MR. FRIEDMAN:
payment.
THE COURT:
10
MR. FRIEDMAN:
11
THE COURT:
12
MR. FRIEDMAN:
13
THE COURT:
14
MR. VASSOS:
Yes.
It's just one paragraph.
I just stated my
15
question.
16
satisfaction.
17
record.
18
order.
19
20
THE COURT:
Ms. Wagner.
21
MS. WAGNER:
22
23
24
the plaintiffs who moved for the injunction agree that they
25
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says your earlier injunction does not apply to us, and then the
cover the period of time during which any appeal would be taken
respectfully say that they have not made a case for keeping the
injunction on Citibank.
But I would
10
11
12
13
14
Thank
15
MR. LEVI:
16
17
18
19
Court clear that the downstream parties from Citibank and the
20
payment chain are free to receive and pay the payment that they
21
get.
22
23
24
25
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THE COURT:
48
that is this.
injunction.
in place.
10
11
12
this afternoon, only to the 1994 bonds and the bonds that were
13
14
15
That's what
16
17
18
19
what the Court would say about whether a certain payment being
20
21
payment.
22
23
24
25
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5
6
(Recess)
THE COURT:
here know who consents to and who would object to the proposed
10
11
12
MR. OLSON:
13
THE COURT:
14
15
MS. WAGNER:
16
THE COURT:
17
18
MR. BOCCUZZI:
19
20
Citibank.
21
THE COURT:
22
MR. BOCCUZZI:
23
that what Citibank, Ms. Wagner presented, was the better way of
24
proceeding.
25
THE COURT:
I didn't understand.
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MS. WAGNER:
MR. VASSOS:
decides to sign this order, the question is, are we okay with
it.
11
consent or object?
12
MR. LEVI:
13
THE COURT:
14
10
Again, we take no
Your Honor.
I'm talking about the proposed plaintiff's
order.
15
MR. LEVI:
16
order.
17
18
acceptable to us.
19
THE COURT:
20
MR. LEVI:
It what?
It contains language regarding downstream
21
22
23
24
25
50
THE COURT:
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51
payment chain.
THE COURT:
MR. LEVI:
Right.
My client, which is a nonparty, JP Morgan
10
11
monies.
12
THE COURT:
13
it:
14
15
16
MR. LEVI:
17
THE COURT:
18
19
It is.
Isn't
this?
I will sign the order proposed by the plaintiffs and I
20
21
ought to be clear and people who are here ought to hear this.
22
23
24
25
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that order, the Court will defer the hearing on the motion
10
11
12
13
14
15
16
back here over and over when interest payments are due.
17
18
19
20
21
22
MS. WAGNER:
23
THE COURT:
24
MS. WAGNER:
25
Obviously,
Thank you.
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Citibank at the moment and that your Honor's intention was that
8
9
10
THE COURT:
are saying.
MS. WAGNER:
11
12
13
14
15
16
17
18
19
MR. FRIEDMAN:
20
THE COURT:
21
MR. FRIEDMAN:
Sure.
I think the Court has been clear that
22
23
24
develop the record, and the Court made very clear that it's not
25
That
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was the whole point of the order that your Honor signed.
And I
THE COURT:
MR. OLSON:
much along the same line; that is, what was just requested
seems squarely inconsistent with the order that you just issued
10
THE COURT:
11
12
here mum and I have a give and take with the lawyers.
13
14
today and will not make a ruling until the record is complete
15
16
17
We are adjourned.
Thank you.
o0o
18
19
20
21
22
23
24
25
SOUTHERN DISTRICT REPORTERS, P.C.
(212) 805-0300
But as
EXHIBIT D
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1
2
Plaintiff,
5
6
v.
THE REPUBLIC OF ARGENTINA,
7
8
08 CV 6978 (PGG)
Defendant.
------------------------------x
New York, N.Y.
September 19, 2014
4:42 p.m.
9
10
Before:
11
17
18
19
20
21
22
23
24
25
SOUTHERN DISTRICT REPORTERS, P.C.
(212) 805-0300
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of 2366
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(Case called)
THE COURT:
Second Circuit and today the circuit issued an order, the next
2012 order.
10
district court.
11
12
MS. WAGNER:
13
THE COURT:
14
MS. WAGNER:
15
THE COURT:
16
MR. KERR:
17
MS. WAGNER:
18
THE COURT:
19
MS. WAGNER:
20
Kerr.
James Kerr.
Go ahead.
Okay.
21
22
We decline to find
THE COURT:
23
MS. WAGNER:
24
relief.
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Citibank and make arguments that had not been made previously,
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THE COURT:
MS. WAGNER:
A stay of what?
A stay of the application of the
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September 30.
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THE COURT:
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substance today.
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intention.
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THE COURT:
I in effect permitted
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MS. WAGNER:
order toward the end of July that said a one-time payment was
THE COURT:
MS. WAGNER:
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THE COURT:
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MS. WAGNER:
14
raised before your Honor, that we didn't think the order should
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apply to us.
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THE COURT:
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MS. WAGNER:
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THE COURT:
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MS. WAGNER:
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your Honor's original decision which said that for the reasons
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So we appealed on the
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us.
THE COURT:
MS. WAGNER:
THE COURT:
is my memory wrong?
MS. WAGNER:
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THE COURT:
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MS. WAGNER:
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THE COURT:
-- in 2013.
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MS. WAGNER:
Correct.
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THE COURT:
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So I didn't make any ruling at all -Not at that time, no, your Honor.
We came back
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THE COURT:
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MS. WAGNER:
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MS. WAGNER:
enveloped it.
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And then there was a decision handed down two days ago
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THE COURT:
We would
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issued.
MS. WAGNER:
differently.
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statement and you're the only one here, the only party
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myself.
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February 23 order.
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But the parties should know that whatever issues there are
SOUTHERN DISTRICT REPORTERS, P.C.
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is the view of the Court that what we're dealing with and what
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MS. WAGNER:
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THE COURT:
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MS. WAGNER:
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All right.
Thank you.
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THE COURT:
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MS. WAGNER:
Of today.
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THE COURT:
Of course.
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MS. WAGNER:
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Of today?
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SOUTHERN DISTRICT REPORTERS, P.C.
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EXHIBIT E
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Plaintiffs,
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v.
Defendant.
------------------------------x
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08 CV 6978 (TPG)
7
8
Before:
HON. THOMAS P. GRIESA,
District Judge
A P P E A R A N C E S
QUINN EMANUEL URQUHART & SULLIVAN
Attorneys for Plaintiff NML Capital, Ltd.
BY: KEVIN S. REED
DECHERT LLP
Attorneys for Plaintiff NML Capital, Ltd.
BY: ROBERT A. COHEN
FRIEDMAN KAPLAN SEILER & ADELMAN LLP
Attorneys for Interested Parties Aurelius Capital Partners
and Blue Angel
BY: EDWARD A. FRIEDMAN
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SOUTHERN DISTRICT REPORTERS, P.C.
(212) 805-0300
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APPEARANCES (Cont'd)
DAVIS POLK & WARDWELL LLP
Attorneys for Citibank
BY: KAREN E. WAGNER
MATTHEW ROLAND
LINDSEY KNAPP
JAMES KERR
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THE COURT:
MR. REED:
Kevin Reed
THE COURT:
MR. REED:
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make today.
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equal treatment order that you had previously issued did not
order.
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the bank and its employees will be at grave risk for civil
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THE COURT:
In my view,
18
19
narrow issue, not an issue about the whole injunction and the
20
whole payment.
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MR. REED:
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THE COURT:
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MR. REED:
THE COURT:
MR. REED:
order.
THE COURT:
MR. REED:
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11
after July 30, those bonds will be considered within the equal
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THE COURT:
15
You go ahead.
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MR. REED:
But
17
Citibank.
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on September 30.
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They
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THE COURT:
MR. REED:
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letter.
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Those topics:
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THE COURT:
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MR. REED:
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denominated Argentine --
THE COURT:
MR. REED:
I apologize.
that better?
THE COURT:
That's good.
MR. REED:
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THE COURT:
MR. REED:
quickly.
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that the issue is bigger than that in that there are parties
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THE COURT:
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York.
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MR. REED:
The point
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we need to know.
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know how they are doing it, we need to know what they are
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any documents.
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And so
The only thing to come out of the meet and confer was
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aware.
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THE COURT:
It doesn't address
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I'm going.
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the parties who did not exchange and who held and still hold
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indebtedness.
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It
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established by contract.
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Mellon was appointed indenture trustee and all that was set up
February 23 order.
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It dealt
It's on
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the record.
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I guess, of 2012.
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I made a ruling.
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right?
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MR. REED:
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THE COURT:
But it dealt
Am I
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date, September 30, when the issue will come up again about
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law bonds.
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MS. WAGNER:
THE COURT:
Republic of Argentina.
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Citibank and
They
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just anticipate.
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You are, of
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THE COURT:
I never do this.
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alone this motion can be denied today and we can carry on with
obligations.
not new.
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this injunction.
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relevant anymore.
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us before, you have not in the past thought that it was your
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was pending.
I think, before September 30, and then we will all know where
But there
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executives, who was in New York for the purpose of meeting with
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these issues.
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It's irrelevant to
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doing this right now, right before the Second Circuit rules.
THE COURT:
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Let me ask
MR. REED:
it.
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In fact, we
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And if
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due --
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THE COURT:
mind.
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relate to what stems from the original bond issues back at the
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2010 and then the handling of the people who did not exchange
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with.
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been dealt with as they came up, and I have issued rulings
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call the bulk of the bonds, and the record shows what I'm
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talking about.
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of Appeals.
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dispute that.
Citibank doesn't
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injunction.
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a wider effect.
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Argentina with a small set of bonds and they get away with it
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THE COURT:
MS. WAGNER:
Ms. Wagner.
Your Honor, we, of course, agree with
you.
The issue that was before you that we brought before you
10
advised the Court that some of them are not exchange bonds,
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today.
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anything.
included.
The
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the appeal, and when they came to your Honor to get the order
11
to show cause to ask for this discovery, there was not one word
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THE COURT:
Thank you.
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MR. REED:
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Citibank.
SOUTHERN DISTRICT REPORTERS, P.C.
(212) 805-0300
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MS. WAGNER:
THE COURT:
was this summer and that is before the Court of Appeals now.
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or orders.
13
don't have facts showing that in any definite way, and I don't
14
think the NML claims that there are such facts right now.
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MR. REED:
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18
order.
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THE COURT:
I stand corrected.
Thank you.
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Court of Appeals.
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subpoenas.
18.
MS. WAGNER:
MR. REED:
Thank you.
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SOUTHERN DISTRICT REPORTERS, P.C.
(212) 805-0300
EXHIBIT F
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Plaintiffs,
-againstTHE REPUBLIC OF ARGENTINA,
Defendant.
--------
---
-------------
------------
--X
10
10
10
10
Plaintiffs,
against-
Civ.
Civ.
Civ.
Civ.
1602
3507
3970
8339
(TPG)
(TPG)
(TPG)
(TPG)
Defendant.
----x
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---------------------------------------------X
BLUE ANGEL CAPITAL I LLC,
10 Civ. 4101 (TPG)
10 Civ. 4 782 (TPG)
Plaintiff,
-againstTHE REPUBLIC OF ARGENTINA,
Defendant.
---------------------------------------------X
OLIFANT FUND, LTD.,
10 Civ. 9587 (TPG)
Plaintiff,
-againstTHE REPUBLIC OF ARGENTINA,
Defendant.
---------------------------------------------X
PABLO ALBERTO VARELA, et al.,
Plaintiffs,
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ORDER
Before the court is plaintiffs' motion for partial reconsideration of the
June 27, 2014 order granting Citibank, N.A.'s (''Citibank") motion for
clarification (the "Citibank order"). At the hearing held on July 22, 2014, the
parties raised-for the first time-new information regarding the exchange
bonds paid through Citibank Argentina.
judgment on plaintiffs' motion.
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The court does not wish to upset the settlement with Repsol. For this
reason only, the court denies plaintiffs' motion for partial reconsideration at
this time.
To
avoid future confusion, the parties are directed to devise a way to distinguish
between the Repsol bonds and the exchange bonds before the next interest
payment is due.
SO ORDERED.
Dated: New York, New York
July 28, 2014
Is I Thomas P. Griesa
Thomas P. Griesa
U. S. District Judge
EXHIBIT G
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USDCSDNY
DOCUMENT
BLECfRONICAI.LY FILED
DOC#:
DATE
----------------------------------X
NML CAPITAL, LTD.,
Plaintiff,
-againstTHE REPUBLIC OF ARGENTINA,
Defendant.
l. I '2--:r I I l..f
----------------------------------X
AURELIUS CAPITAL MASTER, LTD. and
ACP MASTER, LTD.,
Plaintiffs,
-againstTHE REPUBLIC OF ARGENTINA,
Defendant.
No.
No.
No.
No.
----------------------------------X
10 Civ. 1602 (TPG)
10 Civ. 3507 (TPG)
10 Civ. 3970 (TPG)
10 Civ. 8339 (TPG)
----------------------------------X
----ORDER CLARIFYING
AMENDED FEBRUARY 23, 2012 ORDERS
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----------------------------------X
OLIFANT FUND, LTD.,
Plaintiff,
-againstTHE REPUBLIC OF ARGENTINA,
Defendant.
----------------------------------X
----------------------------------X
UPON consideration of Citibank, N .A.'s motion for clarification or
modification, plaintiffs' opposition thereto, and all other arguments submitted to the
Court in the parties' papers and at oral argument, it is hereby:
1.
EXHIBIT H
Article 2 The reopening of the issuance of BONOS DE LA REPUBLICA ARGENTINA CON DESCUENTO EN
DOLARES ESTADOUNIDENSES 8,28% 2033 (DISCOUNT 33) is hereby provided, which applicable law is
the law of the Republic of Argentina, originally issued pursuant to Decree No. 1.735, dated December 9,
2004, for a principal amount of PRINCIPAL AMOUNT IN DOLLARS OF THE UNITED STATES OF AMERICA
ONE THOUSAND TWO HUNDRED FIFTY MILLION (US$1,250,000,000), to be placed in accordance with
the Agreement ratified by Article 1 of Law 26.932.
AFFI.DAVIT OF TRANSLATOR
REGARDING ACCURACY OF TRANSLATION
Villaveces
Sworn to before me this
23rd day of September 2014
Case 15-1047,
Document
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1507447, Page152 of 366
InfoLEG - Ministerio
de Economa
y Finanzas
- Argentina
Page 1 of 2
Esta norma fue consultada a travs de InfoLEG, base de datos del Centro de Documentacin e Informacin, Ministerio de Economa y
Finanzas Pblicas.
Secretara de Finanzas
DEUDA PUBLICA
Resolucin 26/2014
http://www.infoleg.gob.ar/infolegInternet/anexos/225000-229999/229627/norma.htm
9/23/2014
Case 15-1047,
Document
27, Pblicas
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InfoLEG - Ministerio
de Economa
y Finanzas
- Argentina
Page 2 of 2
http://www.infoleg.gob.ar/infolegInternet/anexos/225000-229999/229627/norma.htm
9/23/2014
EXHIBIT I
ORDER
08 Civ. 6978 (TPG)
09 Civ. 1707 (TPG)
09 Civ. 1708 (TPG)
And WHEREAS NML Capital, Ltd. (NML) has filed a renewed motion for
equitable relief as a remedy for such violations pursuant to Rule 65(d) of the
Federal Rules of Civil Procedure and the Courts inherent equitable powers.
Upon consideration of NMLs renewed motion, the response of the
Republic of Argentina (the Republic) thereto, NMLs reply, and all other
arguments submitted to the Court in the parties papers and at oral argument,
it is HEREBY ORDERED that:
1.
irreparably harmed by and has no adequate remedy at law for the Republics
ongoing violations of Paragraph 1(c) of the FAA, and that the equities and
public interest strongly support issuance of equitable relief to prevent the
Republic from further violating Paragraph 1(c) of the FAA, in that:
a. Absent equitable relief, NML would suffer irreparable harm
because the Republics payment obligations to NML would
remain debased of their contractually-guaranteed status, and
NML would never be restored to the position it was promised
that it would hold relative to other creditors in the event of
default.
b. There is no adequate remedy at law for the Republics ongoing
violations of Paragraph 1(c) of the FAA because the Republic
has made clear indeed, it has codified in Law 26,017 and Law
perform its obligations to NML under Paragraph 1(c) of the FAA as follows:
a. Whenever the Republic pays any amount due under terms of
the bonds or other obligations issued pursuant to the
Republics 2005 or 2010 Exchange Offers, or any subsequent
exchange of or substitution for the 2005 and 2010 Exchange
Offers that may occur in the future (collectively, the Exchange
Bonds), the Republic shall concurrently or in advance make a
Ratable Payment to NML (as defined below and as further
defined in the Courts Opinion of November 21, 2012).
b. Such Ratable Payment that the Republic is ORDERED to
make to NML shall be an amount equal to the Payment
Percentage (as defined below) multiplied by the total amount
currently due to NML in respect of the bonds at issue in these
cases (08 Civ. 6978, 09 Civ. 1707, and 09 Civ. 1708), including
pre-judgment interest (the NML Bonds).
c. Such Payment Percentage shall be the fraction calculated by
dividing the amount actually paid or which the Republic
4
amounts of the Republics payments under the terms of the Exchange Bonds;
the amounts the Republic owes on these and other obligations; and such other
information as appropriate to confirm compliance with this ORDER;
4.
evade the directives of this ORDER, render it ineffective, or to take any steps to
diminish the Courts ability to supervise compliance with the ORDER,
including, but not limited to, altering or amending the processes or specific
transfer mechanisms by which it makes payments on the Exchange Bonds,
without obtaining prior approval by the Court;
5.
ORDER, and to modify and amend it as justice requires to achieve its equitable
purposes and to account for changing circumstances.
York
Dated: New York, New
21 2012
November,
p Griesa
: t Judge
U.S. Dlstnc
!I USDCSDNY
.
, rrRONI
FILED
EXHIBIT J
Global Coordinator
Barclays Capital
International Joint Dealer Managers
Barclays Capital
Citi
The date of this prospectus supplement is April 28, 2010.
Par Option
Discounts
2017 Globals and
GDP-linked Securities
Pars
Cash Payment and
GDP-linked Securities
If you own 2005 Eligible Securities, the New Securities that you receive will be a function of the option that you
elect (the Discount Option or the Par Option). You will not receive any 2017 Globals, cash payment or GDP-linked
Securities in the Invitation.
Series of 2005 Eligible
Securities Exchanged
2005 Discounts
2005 Pars
2005 Quasi-Pars
New Securities
in Discount Option
Discounts
Discounts
Discounts
New Securities
in Par Option
Pars
Pars
Pars
You may elect the Par Option for up to U.S.$50,000, 40,000, 30,000, Sfr.60,000, 5,000,000 or Ps. 150,000, as
the case may be, in outstanding principal amount of each series of Pre-2005 Eligible Securities or in Eligible Amount of
each series of 2005 Eligible Securities that you hold, but not more. We call this limit the Par Option Limit per Holder.
In addition, Argentina will not issue more than U.S.$2 billion (or its equivalent in other currencies) of Pars pursuant to the
Invitation and, therefore, tenders of Eligible Securities electing the Par Option may be subject to proration. To the extent
that a tender of Eligible Securities electing the Par Option is prorated, it will be reallocated to the Discount Option.
A series of Eligible Securities refers to each issue of Eligible Securities listed in Annexes A-1 and A-2 to this
document, all accrued interest thereon and all claims or judgments relating to Eligible Securities of that series. A series
of New Securities refers to each issue of Discounts, Pars, 2017 Globals and GDP-linked Securities described in this
document.
If you hold your Eligible Securities through a financial institution or intermediary, you may need to contact your
financial institution or intermediary in order to tender your Eligible Securities. Financial institutions or intermediaries
may impose their own deadlines for instructions to be received from investors in the Eligible Securities with respect to the
Invitation, which may be earlier than the Early Tender Deadline and Expiration Date for the Invitation set out above.
Investors holding the Eligible Securities through financial institutions or intermediaries should therefore contact their
financial institutions or intermediaries to ensure that they successfully tender their Eligible Securities.
If your tendered Eligible Securities are the subject of a pending administrative, litigation, arbitral or other legal
proceeding against Argentina or you have obtained or obtain in the future a payment order, judgment, arbitral award or
other such order against Argentina in respect of your tendered Eligible Securities, then as a condition to your participation
in the Invitation, you will be required to agree to terminate any legal proceeding against Argentina in respect of your
tendered Eligible Securities, release Argentina from all claims, including any administrative, litigation or arbitral claims,
and take extra steps and procedures in order to participate in the Invitation, as set out herein. The exchange will constitute
full performance and satisfaction by Argentina of any payment order, judgment, arbitral award or other such order you
have obtained, or may obtain in the future, against Argentina in respect of your tendered Eligible Securities.
In this document, references to we, our and us are to the Republic of Argentina, or Argentina.
References to you or your are to holders of Eligible Securities.
This document does not constitute an offer to tender, or the solicitation of an offer to tender, securities in any
jurisdiction where such offer or solicitation is unlawful. The distribution of this document in certain jurisdictions may be
restricted by law, and persons into whose possession this document comes are requested to inform themselves about and to
observe such restrictions.
The information agent for the Invitation is Georgeson S.r.l., which may be reached at the address and telephone
number specified on the back cover of this document. The information agent will operate the Invitation Website (as
defined herein), accept letters of transmittal in electronic form from tendering holders and answer questions from holders
regarding tender procedures.
TABLE OF CONTENTS
Prospectus Supplement
Page
Introduction ..........................................................................................................................................................ii
Global Offering ....................................................................................................................................................iii
Certain Legal Restrictions ....................................................................................................................................v
Currency Exchange Rates.....................................................................................................................................vi
Glossary of Key Terms.........................................................................................................................................vii
Summary...............................................................................................................................................................1
Risk Factors ..........................................................................................................................................................53
Recent Developments ...........................................................................................................................................62
Terms of the Invitation .........................................................................................................................................63
Description of the New Securities ........................................................................................................................103
Clearance and Settlement .....................................................................................................................................117
Taxation................................................................................................................................................................120
Plan of Distribution ..............................................................................................................................................148
Jurisdictional Restrictions.....................................................................................................................................151
Forward-Looking Statements ...............................................................................................................................160
Validity of the New Securities..............................................................................................................................161
Annex A1 Pre-2005 Eligible Securities...........................................................................................................A-1
Annex A2 2005 Eligible Securities .................................................................................................................A-17
Annex B Principal Payment Schedule for U.S. dollar-denominated Discounts and Pars..................................B-1
Annex C1 Pre-2005 Eligible Securities: Additional Information ...................................................................C-1
Annex C2 2005 Eligible Securities: Additional Information..........................................................................C-16
Annex D Interest Payments on 2005 Discounts and 2005 Pars and Capitalized Interest on Discounts ............D-1
Annex E1 Tender Procedures: Eligible Securities Held by a Direct Participant .............................................E-1
Annex E2 Tender Procedures: Eligible Securities Held through a Securities Intermediary ............................E-2
Annex F1 Sample Calculations of Total Consideration and Consideration
for Pre-2005 Eligible Securities ......................................................................................................F-1
Annex F2 Sample Calculations of Total Consideration and Consideration
for 2005 Eligible Securities.............................................................................................................F-3
Annex G Sample Calculations Related to Payments on GDP-linked Securities ...............................................G-1
Annex H Form of Letter of Transmittal ............................................................................................................H-1
Prospectus
About this Prospectus ...........................................................................................................................................2
Forward-Looking Statements ...............................................................................................................................5
Data Dissemination...............................................................................................................................................5
Incorporation of Certain Documents by Reference ..............................................................................................6
Use of Proceeds ....................................................................................................................................................7
Risk Factors ..........................................................................................................................................................7
Description of the Securities.................................................................................................................................15
Taxation................................................................................................................................................................33
Plan of Distribution ..............................................................................................................................................35
Official Statements ...............................................................................................................................................37
Validity of the Securities ......................................................................................................................................37
Authorized Representative....................................................................................................................................37
-i-
INTRODUCTION
We are responsible for the information contained in this document and the documents incorporated
herein by reference. We have not authorized anyone to give you any other information, and we take no
responsibility for any other information that others may give you. Neither the delivery of this document nor
any exchange made hereunder shall, under any circumstances, create any implication that there has been no
change in our condition since the date of this document.
Argentina is furnishing this document to you solely for use in the context of the Invitation and for
Luxembourg listing purposes.
Argentina is a foreign sovereign state. Consequently, it may be difficult for you to obtain or realize upon
judgments of courts or arbitral awards in the United States and other jurisdictions against Argentina.
The New Securities that Argentina issues to tendering holders of Eligible Securities in the United States are
being offered under Argentinas registration statement (file no. 333-163784) initially filed with the United States
Securities and Exchange Commission (the SEC) under Schedule B of the Securities Act of 1933, as amended (the
Securities Act), on December 16, 2009, and declared effective by the SEC on April 13, 2010.
The accompanying prospectus provides you with a general description of the securities that Argentina may
offer under its registration statement, and this document contains specific information about the terms of the
Invitation and the New Securities. This document also adds, updates or changes information provided in the
accompanying prospectus. Consequently, before you participate in the Invitation, you should read this document,
the accompanying prospectus and the Annual Report, together with the documents incorporated by reference and
described under Incorporation by Reference and General InformationWhere You Can Find More Information
in this document.
None of Argentina, the global coordinator, any international joint dealer manager, the information agent or
the exchange agent has expressed any opinion as to whether the terms of the Invitation are fair. In addition, none of
the clearing systems through which you may tender your Eligible Securities has expressed any opinion as to whether
the terms of the Invitation are fair. None of Argentina, the global coordinator, any international joint dealer
manager, the information agent or the exchange agent makes any recommendation that you tender your Eligible
Securities for exchange or refrain from doing so pursuant to the Invitation, and no one has been authorized by
Argentina, any international joint dealer manager, the information agent or the exchange agent to make any such
recommendation. You must make your own decision as to whether to tender Eligible Securities in exchange for
New Securities or refrain from doing so, and, if you do tender Eligible Securities, the principal amount of Eligible
Securities to tender and which of the Discount Option or the Par Option to elect.
All references in this document to the website relating to the Invitation (which we refer to as the Invitation
Website), are to the website created and maintained by the information agent, which can be accessed through the
Internet address http://www.argentina2010offer.com. These references are inserted as inactive textual references to
this uniform resource locator or URL and are for your informational reference only. Access to the Invitation
Website by holders in certain non-U.S. jurisdictions will be subject to certain restrictions in compliance with
exemptions from regulatory approval being relied on by Argentina in such jurisdictions. See Jurisdictional
Restrictions below. Information on the Invitation Website is not incorporated by reference in this document.
Argentina does not assume responsibility for the information that appears on the Invitation Website, other than the
Invitation Materials and other information that Argentina has authorized for display on the Invitation Website under
the information agent agreement.
-ii-
INCORPORATION BY REFERENCE
The SEC allows Argentina to incorporate by reference some information that Argentina files with the SEC.
Argentina can disclose important information to you by referring to these documents. The following documents are
considered a part of and incorporated by reference in this document and the accompanying prospectus:
Amendment No. 4 to Argentinas Annual Report on Form 18-K/A for the year ended December 31,
2008 (which includes certain information updated as of December 31, 2009), as filed with the SEC on
April 9, 2010, SEC file no. 033-70734 and
each amendment to the Annual Report on Form 18-K/A, and each subsequent Annual Report on Form
18-K and any amendment thereto on Form 18-K/A, filed on or after the date of this document and
before the Expiration Date.
We refer to Amendment No. 4 to Argentinas Annual Report as the Annual Report. Information that
Argentina files with the SEC in the form of any amendment to the Annual Report on Form 18-K/A, any subsequent
Annual Report on Form 18-K and any amendment thereto on Form 18-K/A filed on or after the date of this
document and before the Expiration Date will update and supersede earlier information that it has filed.
You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. You
may also read and copy these documents at the SECs public reference room in Washington, D.C.:
100 F Street, N.E.
Washington, D.C. 20549
Please call the SEC at 1-800-SEC-0330 for further information. In addition, electronic SEC filings of
Argentina are available to the public over the Internet at the SECs website at http://www.sec.gov.
GLOBAL OFFERING
The Invitation is being extended to holders of Eligible Securities in the United States on the basis of this
document and the accompanying prospectus, and in Luxembourg and certain Member States of the European
Economic Area (each, a Member State) that have implemented the Prospectus Directive (Directive 2003/71/EC)
(each, a Relevant Member State) on the basis of a separate prospectus dated April 27, 2010 (the PD Prospectus).
The Invitation will only be made in Italy in accordance with a separate offer document that is approved by
CONSOB pursuant to Article 102 Legislative Decree No. 58 of February 24, 1998 (the Italian Offer Document).
The Invitation is also being extended on the basis of this document and the accompanying prospectus, or on the
basis of the PD Prospectus, in certain jurisdictions where Argentina and the international joint dealer managers are
relying on exemptions from regulatory approval by the relevant authorities.
The Invitation being extended under this document and the accompanying prospectus, the invitations being
extended on the basis of the PD Prospectus and the Italian Offer Document constitute one and the same Invitation,
subject to the same terms and conditions (as set forth in this document), except as required by applicable law or as
otherwise noted in this document.
The Invitation is only being extended where offers and solicitations are permitted by law, and only in
accordance with the applicable laws, rules and regulations of the relevant jurisdiction.
No action has been or will be taken in any jurisdiction (except the United States and, subject to certain
conditions, Argentina, Austria, Germany, Italy, Luxembourg, the Netherlands, Spain, Switzerland and the United
Kingdom) that would permit a public offering of the New Securities, or the possession, circulation or distribution of
this document, the PD Prospectus or any Invitation Materials where action for that purpose is required.
Accordingly, the New Securities may not be offered, sold or exchanged, directly or indirectly, and neither this
document, the PD Prospectus, the Italian Offer Document nor any other offering material or advertisement in
connection with the Invitation may be distributed or published, in or from any such jurisdiction, except in
compliance with any applicable rules or regulations of any such country or jurisdiction. A holder outside the United
States may participate in the Invitation only as provided under Jurisdictional Restrictions.
-iii-
The Invitation follows the submission to Argentina in September 2008 by the Global Coordinator and
Arcadia Advisors (Arcadia) of an initial proposal to implement an exchange of Pre-2005 Eligible Securities. That
proposal was made on behalf of, and on the basis of expressions of interest from, a number of large international
institutional holders advised by Arcadia representing a substantial amount of Pre-2005 Eligible Securities (the
Initiating Holders). The legal and financial structure underpinning the proposal was originally designed and
discussed with one of the largest of the Initiating Holders by Arcadia in January 2008. Arcadia received additional
expressions of interest from other holders of Pre-2005 Eligible Securities and in March 2008, Arcadia invited the
Global Coordinator to join in the transaction and agreed to compensation terms on the basis of an exclusive
relationship between Arcadia and the Global Coordinator. That exclusive relationship is still in effect and applies to
the revised proposal that the Global Coordinator, submitted to Argentina in October 2009 with respect to Pre-2005
Eligible Securities. Argentina thereafter invited Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. to
act as Dealer Managers in conjunction with the Global Coordinator. Arcadia is a financial advisory firm providing
merger and acquisition, debt restructuring and capital raising advice. Arcadia has two partners, Emilio Ocampo and
Marcelo Etchebarne, with backgrounds in investment banking and corporate law, respectively. Mr. Ocampo has 20
years of experience in international finance and was for several years a managing director of Salomon Smith Barney
and Morgan Stanley in their New York and London offices, respectively. He has a degree in economics from the
University of Buenos Aires and an MBA from the University of Chicago. Mr. Etchebarne has extensive experience
in local and international capital markets and sovereign debt restructurings. He has law degrees from the Argentine
Catholic University and Harvard Law School, is a member of the New York State Bar Association and was an
international associate at Simpson Thacher & Bartlett in New York. Mr. Etchebarne is also a partner of the law firm
of Cabanellas, Etchebarne Kelly & Dell'Oro Maini, which is acting as local counsel to the Global Coordinator in
connection with the Invitation.
Invitation in Japan
The Invitation Materials have not been filed with or approved by the Kanto Local Finance Bureau.
Accordingly, holders of Eligible Securities who are Japanese residents or persons located in Japan who wish to
participate in the Invitation should not refer to the Invitation Materials as a source of information or for instructions
on how to tender Eligible Securities. However, a securities registration statement will concurrently be filed with the
Kanto Local Finance Bureau and a prospectus in the Japanese language will be prepared in Japan in connection with
the offer in Japan. Residents of Japan holding Eligible Securities who wish to participate in the Invitation should
read such disclosure documents, not the Invitation Materials. See Jurisdictional Restrictions.
Subject to regulatory approval, Argentina intends to invite holders of certain Japanese yen-denominated
securities issued by Argentina (Samurai Bonds) to participate in an offer in Japan to occur concurrently with the
Invitation or as soon as practicable thereafter, to submit tenders to exchange their Samurai Bonds for new discount
bonds due 2033 or par bonds due 2038 denominated in yen, and other new securities, on terms that are substantially
the same as those of the Invitation, except that certain series of the new securities will be governed by Japanese law.
We refer to Argentinas invitation to holders of the Samurai Bonds as the offer in Japan. The details of the offer
in Japan will be set forth in a separate prospectus approved by the relevant regulatory authorities in Japan.
All calculations for purposes of determining whether the maximum aggregate principal amount of Pars has
been reached (as described under Terms of the InvitationLimitation on Issuance and Allocation of the Par
Option), will include par bonds due 2038 issued pursuant to the invitation in Japan. However, no amount of Pars
will be specifically reserved for purposes of the offer in Japan. Accordingly, should the expiration of the offer in
Japan not occur close enough to the Expiration Date of the Invitation to determine whether the maximum aggregate
principal amount of Pars has been reached, the Par Option might not be available for holders participating in such
offer, depending on the demand for Pars pursuant to the Invitation.
Similarly, the allocation of the Par Option in accordance with the procedures described under Terms of the
InvitationLimitation on Issuance and Allocation of the Par Option will encompass all tenders electing the Par
Option submitted in the Invitation and the offer in Japan, in each case after application of the Par Option Limit per
Holder (as defined below).
-iv-
-v-
Currency
Argentine pesos ..................
Swiss francs ........................
Euro ....................................
Pounds sterling....................
Japanese yen .......................
FX Rate 2003
(Rate per U.S.
(Euros per
dollar)
currency unit)
2.9175
1.2409
0.6400
0.7945
0.5599
1.4190
107.3900
0.0074
FX Rate Launch
(Rate per U.S.
dollar)
3.8671
1.0708
0.7469
0.6491
93.1300
Source: Bloomberg
For purposes of the Invitation, all exchange rates with respect to predecessor currencies to the euro will be
calculated by multiplying the relevant euro/U.S. dollar exchange rate by the fixed conversion rate of such
predecessor currency into the euro, as set forth in the table below, and rounding the resulting rate to 4 decimal
places.
Predecessor Currency
Deutsche mark............................................................................................
Italian lira ...................................................................................................
Austrian schilling .......................................................................................
Spanish peseta ............................................................................................
FX Rate 2010
The FX Rate 2010 per U.S. dollar for Argentine pesos, Swiss francs, the euro, Pounds sterling and
Japanese yen will be determined by the international joint dealer managers based on the bid-side price reported on
Bloomberg Page TKC1 (for currencies other than Argentine pesos) and Bloomberg Page TKC14 (for Argentine
pesos), or by any recognized quotation source selected by the international joint dealer managers in their sole and
absolute discretion if Bloomberg is not available or is manifestly erroneous, at or around 11:00 A.M. (New York
City time) on May 13, 2010, the business day after the Early Tender Deadline, or as soon as practicable thereafter,
unless Argentina has terminated the Invitation earlier; each such rate will be rounded to 4 decimal places. We refer
to this date as the FX Determination Date. The FX Determination Date may be postponed by Argentina for any
reason, including if the Early Tender Period is extended. The FX Rate 2010 for the conversion of predecessor
currencies to the euro into U.S. dollars will be determined by dividing the euro/U.S. dollar FX Rate 2010 by the
conversion rate for such predecessor currency set out in the immediately preceding table. The FX Rate 2010 for the
conversion of Swiss francs, pounds sterling and Japanese yen into euro will be determined by dividing the FX Rate
2010 per U.S. dollar for the relevant currency (rounded to 4 decimals, as described above) by the euro/U.S. dollar
FX Rate 2010 (rounded to 4 decimals), without further rounding of the resulting quotient.
-vi-
The Expiration Date is June 7, 2010, the date on which the Invitation expires, unless Argentina extends it
or terminates the Invitation earlier as provided herein.
The FX Determination Date is May 13, 2010 (unless Argentina extends it), the date on which the
international joint dealer managers determine, and Argentina announces, the FX Rate 2010 for each relevant
currency.
FX Rate Launch is defined above under Currency Exchange Rates.
FX Rate 2003 is defined above under Currency Exchange Rates.
FX Rate 2010 is defined above under Currency Exchange Rates.
The GDP-linked Securities are the GDP-linked securities expiring no later than December 2035
denominated in U.S. dollars, euros and pesos to be issued by Argentina pursuant to the Invitation.
The Invitation Website is the website created and maintained by the information agent, which can be
accessed through the Internet address http://www.argentina2010offer.com.
A Large Holder is any holder whose tendered Eligible Securities of all series have, in the aggregate, an
outstanding principal amount equal to or greater than U.S.$1,000,000 or the equivalent in other currencies, using the
FX Rate Launch.
A letter of transmittal includes (a) each letter of transmittal, in substantially the form of Annex H to this
document, to be completed and submitted to the information agent in electronic form through the Invitation Website,
and (b) each paper letter of transmittal to be completed and signed by or on behalf of beneficial owners located in
Germany.
The New Securities are, collectively, the Discounts, the Pars, the 2017 Globals and the GDP-linked
Securities to be issued by Argentina pursuant to the Invitation.
The notional amount of GDP-linked Securities to be issued to a holder of Pre-2005 Eligible Securities
tendered and accepted by Argentina in the Invitation will be the Eligible Amount of such Pre-2005 Eligible
Securities, or the equivalent thereof in the currency in which such GDP-linked Securities are denominated using the
applicable FX Rate 2003. The notional amount will be used for purposes of calculating the payments, if any, to be
made on the GDP-linked securities, but there are no principal payments in respect of the GDP-linked Securities.
The original principal amount of any Discounts, Pars, 2005 Discounts, 2005 Pars or 2005 Quasi-Pars
refers to their original principal amount on their date of issuance without taking into account any adjustments to the
principal amount of Discounts, 2005 Discounts or 2005 Quasi-Pars in respect of capitalized interest or any
adjustments to the principal amount of 2005 Eligible Securities, Discounts or Pars denominated in Argentine pesos
in respect of Argentine inflation based on the CER on or after December 31, 2003.
The Pars are the par bonds due December 2038 denominated in U.S. dollars, euros and pesos to be
issued by Argentina pursuant to the Invitation.
The Par Option is (i) if you are a holder of Pre-2005 Eligible Securities, the combination of Pars, a cash
payment and GDP-linked Securities, or (ii) if you are a holder of 2005 Eligible Securities, the Pars, that in each case
you may elect to receive, to the extent that you are allocated Pars as part of your consideration, in exchange for any
Eligible Securities that you tender that are accepted by Argentina.
The Par Option Maximum is U.S.$2 billion or its equivalent in other currencies, using the applicable FX
Rate 2010.
-viii-
The Par Option Limit per Holder is the limit of U.S.$50,000, 40,000, 30,000, Sfr.60,000, 5,000,000
or Ps. 150,000, as the case may be, in outstanding principal amount of each series of Pre-2005 Eligible Securities or
in Eligible Amount of each series of 2005 Eligible Securities as to which you may elect the Par Option.
The Pre-2005 Eligible Securities means all Eligible Securities issued prior to January 1, 2005. The Pre2005 Eligible Securities are listed in Annex A-1 to this document. The Pre-2005 Eligible Securities do not include
the Brady Bonds.
The principal clearing systems are the clearing systems through which Eligible Securities may be
tendered pursuant to the Invitation. They are: Caja de Valores S.A., which we refer to as Caja de Valores,
Clearstream Banking AG, Clearstream Banking, socit anonyme, which we refer to as Clearstream, Luxembourg,
Euroclear Bank S.A./N.V., as operator of the Euroclear System, which we refer to as Euroclear, Iberclear, Monte
Titoli S.p.A., Oesterreichische Kontrollbank AG, which we refer to as OEKB, and SIS AG, which we refer to as
SIS.
A Small Holder is any holder of Eligible Securities who is not a Large Holder.
The Submission Period is the period from May 3, 2010 to June 7, 2010 during which the Invitation is
open, unless Argentina extends it or terminates the Invitation earlier as provided herein.
The Total Consideration is, as applicable, (a) the consideration that you will receive if you are (i) a Large
Holder and you tender Pre-2005 Eligible Securities prior to the Early Tender Deadline and elect the Discount
Option, (ii) a Large Holder and you tender Pre-2005 Eligible Securities and you elect the Par Option but are
allocated the Discount Option, or (iii) a Small Holder and you tender Pre-2005 Eligible Securities and you elect or
are allocated the Discount Option, as described under Terms of the InvitationDiscount OptionTotal
Consideration for Tenders of Pre-2005 Eligible Securities in Exchange for Discounts, (b) the consideration that you
will receive if you elect, and to the extent that you are allocated, the Par Option with respect to any of your Pre-2005
Eligible Securities as described under Terms of the InvitationPar OptionTotal Consideration for Tenders of
Pre-2005 Eligible Securities in Exchange for Pars, (c) the consideration that you will receive if you are (i) a Large
Holder and you tender 2005 Eligible Securities prior to the Early Tender Deadline and you elect the Discount
Option, (ii) a Large Holder and you tender 2005 Eligible Securities and you elect the Par Option but are allocated
the Discount Option or (iii) a Small Holder and you tender 2005 Eligible Securities and you elect or are allocated the
Discount Option, as described under Terms of the InvitationTerms of the Invitation Applicable Only to Holders
of 2005 Eligible SecuritiesTotal Consideration for Tenders of 2005 Eligible Securities in Exchange for
Discounts, or (d) the consideration that you will receive if you elect, and to the extent that you are allocated, the Par
Option with respect to any of your 2005 Eligible Securities, as described under Terms of the InvitationTerms of
the Invitation Applicable Only to Holders of 2005 Eligible SecuritiesTotal Consideration for Tenders of 2005
Eligible Securities in Exchange for Pars.
The 2005 Discounts are the discount bonds due December 2033 denominated in U.S. dollars, euros and
pesos, each of which is referred to as a separate series of 2005 Discounts, issued by Argentina in its 2005
exchange offer and the discount bonds due December 2033 denominated in pesos issued by Argentina for cash
subsequent to the 2005 exchange offer.
The 2005 Eligible Securities are, collectively, the 2005 Discounts, 2005 Pars and 2005 Quasi-Pars. The
2005 Eligible Securities are listed in Annex A-2 to this document.
The 2005 GDP-linked Securities are the GDP-linked securities expiring no later than December 2035
denominated in U.S. dollars, euros or pesos issued by Argentina pursuant to its 2005 exchange offer.
The 2005 Pars are the par bonds due December 2038 denominated in U.S. dollars, euros and pesos, each
of which is referred to as a separate series of 2005 Pars, issued by Argentina in its 2005 exchange offer.
The Annual Report is Amendment No. 4 to Argentinas Annual Report on Form 18-K/A for the year
ended December 31, 2008 (which includes certain information updated as of December 31, 2009), as filed with the
SEC on April 9, 2010, SEC file no. 033-70734.
-ix-
The 2017 Argentine Law Differential is 1.36%, which represents the average difference between the
yield of the 2005 Discounts denominated in U.S. dollars governed by Argentine law and the yield of the 2005
Discounts denominated in U.S. dollars governed by New York law, during the three-year period ending on February
17, 2010, as calculated by Argentina.
The 2017 Globals are the global bonds due 2017 to be issued by Argentina pursuant to the Invitation.
The 2017 Globals Discount Rate, which may be used to calculate the 2017 Globals Issue Price, means
the difference of (x) the interpolation of the mid-market yields of each of the 2017 Globals Reference Securities,
calculated on a straight-line basis to the average life of each such security at or around 3:00 P.M. (New York City
time) on the business day after the Early Tender Deadline, as determined by Argentina, minus (y) the 2017
Argentine Law Differential (1.36%).
The 2017 Globals Issue Price is the issue price (expressed as a decimal) of the global bonds due 2017
sold in the concurrent cash offering or, if Argentina does not sell global bonds due 2017 in the concurrent cash
offering and waives the Financing Condition, the price (expressed as a decimal) of the 2017 Globals resulting from
the calculation by Argentina of the sum of the present values of all scheduled interest and principal payments of the
2017 Globals, discounted to the Early Settlement Date using the 2017 Globals Discount Rate, and rounded, if
necessary, to 4 decimal places.
The 2017 Globals Reference Securities are the Bonar VII Bond due September 12, 2013 and the Bonar X
Bond due April 17, 2017.
The 2017 Globals Maturity Date will be on or about the seventh anniversary of the Early Settlement
Date.
Key Terms of the Invitation Applicable Only to Tenders of 2005 Eligible Securities
The Deemed Reinvestment Rate means, for each Reinvestment Period, (i) with respect to the
reinvestment of payments received in U.S. dollars, the London interbank offered rate for six-month deposits in U.S.
dollars (LIBOR), as shown on Bloomberg US006M Index <GO>, (ii) with respect to the reinvestment of
payments received in euro, the six-month EURIBOR rate, as shown on Bloomberg EU0006M Index <GO>, or
(iii) with respect to the reinvestment of payments received in pesos, the rate for one-month deposits in pesos in an
amount greater than Ps. 1.0 million (BADLAR), as shown on Bloomberg BADLARP Index <GO>, in each case
on the first day of such Reinvestment Period.
Reinvestment Period means, with respect to any payment of interest on 2005 Discounts or 2005 Pars or
any payment on the 2005 GDP-linked Securities, the period beginning on and including the date on which such
payment was due to be made and ending on but excluding the date falling six months thereafter, and each
subsequent period beginning on and including the last day of the previous Reinvestment Period and ending on but
excluding the date falling six months thereafter. The final Reinvestment Period for each such payment shall end on
but exclude December 31, 2009.
The 2005 Eligible Securities Price Determination Procedure is the procedure by which the exchange
agent will calculate, and Argentina will confirm, the 2005 Discounts Trading Price and 2005 Pars Trading Price,
based on quotations received by Argentina, which in turn will be based on quotations received from five leading
international securities dealers selected by Argentina (but excluding the international joint dealer managers) for the
bid and offer prices of such securities, at the designated time on the designated day, such quoted price to be
expressed as a percentage of the original principal amount of such securities and to include any amount payable in
respect of (i) accrued interest on the 2005 Discounts or 2005 Pars, (ii) the adjustments made to the principal amount
of the 2005 Discounts in respect of capitalized interest from December 31, 2003 and (iii) in the case of pesodenominated 2005 Discounts or 2005 Pars, the adjustments made to the principal amount of the 2005 Discounts or
2005 Pars in respect of Argentine inflation, based on the CER, from December 31, 2003. The exchange agent will
determine the applicable trading price by calculating the average of the single best (highest) bid price and single best
(lowest) offer price from all such quotations (rounding, if necessary, the resulting price to 4 decimal places).
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The 2005 Discounts Trading Price is, for each series of 2005 Discounts, the trading price (expressed as a
decimal) of the 2005 Discounts of such series denominated in U.S. dollars, euros and pesos, as calculated by the
exchange agent using the 2005 Eligible Securities Price Determination Procedure, at or around 3:00 P.M. (New
York City time) on the second business day after the Early Tender Deadline.
The 2005 Pars Trading Price is, for each series of 2005 Pars, the trading price (expressed as a decimal)
of the 2005 Pars of such series denominated in U.S. dollars, euros and pesos, as calculated by the exchange agent
using the 2005 Eligible Securities Price Determination Procedure, at or around 3:00 P.M. (New York City time) on
the business day after the Expiration Date.
The 2005 Quasi-Pars are the quasi-par bonds due December 2045 denominated in pesos issued by
Argentina in its 2005 exchange offer.
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(New York City time), on the Early Announcement Date and on the Final
Announcement Date, respectively.
Termination; Amendments........... At any time before Argentina announces the acceptance of any tenders on
the Early Announcement Date or the Final Announcement Date, as
applicable, Argentina may, in its sole discretion and to the extent permitted
by the applicable laws, rules and regulations in each jurisdiction where
Argentina is making the Invitation:
Options............................................ Subject to the terms and conditions of the Invitation described in this
document, you may elect either the Discount Option or the Par Option
in exchange for any Eligible Securities that you tender that are accepted by
Argentina. In the circumstances discussed under Limitation on Issuance
of Pars and Allocation of the Par Option, you may be allocated the
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Discount Option even if you have elected to receive the Par Option. We
summarize certain key differences between the Discount Option and the Par
Option below.
Holders of Pre-2005 Eligible Securities that elect the Discount Option will
receive a principal amount of Discounts equal to 33.7% of the Eligible
Amount of the Eligible Securities they tender, whereas holders electing (and
to the extent they are allocated) the Par Option will receive Pars in a
principal amount equal to 100% of the Eligible Amount of their tendered
Eligible Securities, adjusted, if the tendered Eligible Securities are
denominated in a currency different from the Discounts or Pars received, by
the applicable FX Rate 2003. The Discounts mature in 2033, five years
earlier than the final maturity of the Pars (2038). The Discounts accrue
interest at a higher rate than the Pars, although a portion of this interest is
capitalized until December 31, 2013. Holders of Pre-2005 Eligible
Securities electing the Discount Option will receive, in payment of the
interest that would have accrued and been payable in cash on the Discounts
with respect to the period from December 31, 2003 to but excluding
December 31, 2009 if the Discounts had been issued as of December 31,
2003, U.S. dollar-denominated 2017 Globals as part of their Total
Consideration or Consideration, whereas holders of Pre-2005 Eligible
Securities who elect and are allocated the Par Option will receive on the
Final Settlement Date a cash payment in the currency in which the Pars they
receive are denominated, in payment of the interest that would have accrued
on the Pars with respect to the period from December 31, 2003 to but
excluding September 30, 2009 if the Pars had been issued as of December
31, 2003. The principal amount of 2017 Globals to be issued in the
Discount Option will be greater than the cash payment in the Par Option
with respect to the same Eligible Amount of Eligible Securities because of
the interest rate differential between the Discounts and the Pars during the
interest accrual periods referred to above, but the 2017 Globals will mature
only after seven years, whereas the cash payment in the Par Option will be
made on the Final Settlement Date. Holders of Pre-2005 Eligible Securities
will receive the same notional amount of GDP-linked Securities, regardless
of whether they elect or are allocated the Discount Option or the Par Option.
You may elect the Par Option for up to U.S.$50,000, 40,000, 30,000,
Sfr.60,000, 5,000,000 or Ps. 150,000, as the case may be, in outstanding
principal amount of each series of Pre-2005 Eligible Securities, or in
Eligible Amount of each series of 2005 Eligible Securities, that you hold but
not more. We call this limit the Par Option Limit per Holder. If your
tender exceeds the Par Option Limit per Holder, your election of the Par
Option will be invalid with respect to such excess, and you will be deemed
to have elected the Discount Option with respect to such excess. If a direct
participant tenders Eligible Securities on behalf of more than one beneficial
owner in the same electronic acceptance notice, and each such beneficial
owner is separately identified in one or more letters of transmittal in
electronic form submitted to the information agent by the underlying
financial intermediaries, the Par Option Limit per Holder will be applied
separately for each beneficial owner tendering Eligible Securities.
Argentina and the information agent have agreed that they will maintain the
confidentiality of the information contained in the letter(s) of transmittal
relating to the identity of the beneficial owners and any administrative,
litigation, arbitral or other legal proceedings against Argentina relating to
the Eligible Securities tendered, and to store, process and use the data
contained in such letter(s) of transmittal only to the extent required for the
settlement of the Invitation, for litigation reconciliation purposes or for the
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GDP-linked Securities:
The terms of the New Securities are described in greater detail under
Description of the New Securities in this document.
Listing and Admission to
Trading ............................................ Application has been made to list each series of New Securities on the
Luxembourg Stock Exchange and to have the New Securities admitted to
trading on the Euro MTF market of the Luxembourg Stock Exchange,
and application will be made to list each series of New Securities on the
Buenos Aires Stock Exchange and to have the New Securities admitted to
trading on the Mercado Abierto Electrnico.
Claim to Full Principal................... The Discounts, Pars and 2017 Globals will represent a claim to their full
principal amount at maturity (plus accrued but unpaid interest) or upon
earlier acceleration in accordance with the terms thereof (as described
under Description of the SecuritiesDefault and Acceleration of
Maturity in the accompanying prospectus). There is no principal
payable in respect of the GDP-linked Securities.
Redemption ..................................... The New Securities will not be redeemable before maturity (although the
Discounts and Pars provide for amortization payments before final
maturity and the GDP-linked Securities may expire early as described
below) and will not be entitled to the benefit of any sinking fund.
Nevertheless, Argentina may at any time purchase the New Securities
and hold or resell them or surrender them to the U.S.-European trustee for
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cancellation.
Rights Upon Future Offers ............ If following the expiration of the Invitation until December 31, 2014,
Argentina voluntarily makes an offer to purchase or exchange or solicits
consents to amend any Pre-2005 Eligible Securities not tendered or
accepted pursuant to the Invitation (other than an offer on terms
substantially the same as, or less favorable than, the Invitation),
Argentina will take all steps necessary so that each holder of Discounts or
Pars will have the right, for a period of at least 30 calendar days
following the announcement of such offer, to exchange any of such
holders Discounts or Pars for the consideration in cash or in kind
received in connection with such purchase or exchange offer or securities
having terms substantially the same as those resulting from such
amendment process, in each case in accordance with the terms and
conditions of such offer to purchase, exchange offer or amendment
process. The right of tendering holders to participate in any such
transaction is subject to certain conditions described under Description
of the New SecuritiesRights Upon Future Offers.
Denomination .................................. The New Securities will be issued in denominations of one unit of the
currency in which they are denominated and integral multiples thereof.
Form and Settlement ...................... Argentina will issue each of the New Securities in the form of one or
more global securities in fully registered form. Upon issuance, the New
Securities will be credited to the same accounts at the principal clearing
systems from which the Eligible Securities in exchange for which they
are issued were tendered. If your Eligible Securities are tendered through
a principal clearing system that is not the primary clearing system for the
New Securities that you are entitled to receive, your New Securities will
be credited first to the account of your principal clearing system at such
primary clearing system and then the principal clearing system will
transfer the New Securities to your account. As an owner of a beneficial
interest in the global securities, you will generally not be entitled to have
your New Securities registered in your name, will not be entitled to
receive certificates in your name evidencing the New Securities and will
not be considered the holder of any New Securities under the indenture
for the New Securities. The New Securities will clear and settle as
follows:
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denominated in U.S. dollars and governed by New York law issued in the
Invitation will be different from the ISIN and common code of the
corresponding series of 2005 GDP-linked Securities, because the primary
clearing systems for the GDP-linked Securities denominated in U.S.
dollars and governed by New York law will be Euroclear and
Clearstream, Luxembourg, rather than DTC, the primary clearing system
for the corresponding series of 2005 GDP-linked Securities, but the terms
and conditions of these GDP-linked Securities will otherwise be the same
as the corresponding series of 2005 GDP-linked Securities.
The following terms will apply only to New Securities governed by New York law or English law:
Additional Amounts ....................... Argentina will make payments of principal and interest in respect of the
Discounts, Pars and 2017 Globals, and payments in respect of the GDPlinked Securities, without withholding or deduction for or on account of
any present or future Argentine taxes, duties, assessments or
governmental charges of whatever nature except as set forth in
Description of the SecuritiesDescription of Debt Securities
Additional Amounts in the accompanying prospectus.
Further Issues ................................. Argentina may, from time to time without the consent of holders of the
New Securities governed by New York law or English law, create and
issue additional securities ranking pari passu with the New Securities and
having the same terms and conditions as any series of the New Securities,
or the same terms and conditions except for the amount of the first
payment of interest or other amounts on such additional securities, or, if
applicable, the initial interest or other payment date or interest accrual
date. Argentina may also consolidate the additional securities to form a
single series with any outstanding series of New Securities.
Any such additional debt securities (excluding New Securities issued on
the Final Settlement Date), however, may not have, for purposes of U.S.
federal income taxation, a greater amount of OID than the relevant series
of New Securities have as of the date of the issuance of such additional
debt securities.
Seniority........................................... New Securities governed by New York law or English law will be direct,
unconditional, unsecured and unsubordinated obligations of Argentina,
and will rank pari passu and without preference among themselves by
reason of priority of date of issue or currency of payment or otherwise,
and at least equally with all of Argentinas other present and future
unsecured and unsubordinated External Indebtedness (as defined in the
accompanying prospectus under Description of the Securities
Description of Debt SecuritiesNegative Pledge).
The following terms will apply only to New Securities governed by Argentine law:
Inflation Adjustment ...................... The outstanding principal amount of all Discounts and Pars denominated
in pesos will be adjusted for inflation based on the CER, a unit of account
whose value in pesos is indexed to consumer price inflation in Argentina.
The CER is published by the Central Bank of Argentina on a monthly
basis. The amount of principal amortizations on the Discounts and Pars
denominated in pesos will be adjusted over time to reflect the CERadjusted principal amount of these securities, which will increase
whenever Argentina experiences inflation and will decrease if Argentina
experiences deflation. Likewise, the amount of interest that accrues on
these securities will be determined on the CER-adjusted principal
amount.
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In any of these cases, you will have the right to withdraw your tender for a period of 10 calendar days from
the date Argentina first publicly announces (by means of a press release through the news services, as defined below
under Acceptance of Tenders and by publication on the website of the Luxembourg Stock Exchange
(www.bourse.lu)) that it is granting withdrawal rights.
To effectively withdraw your tender, subject to the limitations described above, you must follow the
procedures set forth below under Procedures for Withdrawal of Tenders. See Risk FactorsRisk Factors
Relating to the InvitationRisks of Participating in the Invitation.
Acceptance of Tenders
Argentina has not set any limit on the principal amount of Discounts, the notional amount of GDP-linked
Securities or the principal amount of 2017 Globals that may be issued pursuant to the Invitation. However,
Argentina may issue Pars only up to the equivalent of U.S.$2 billion, the Par Option Maximum. If the principal
amount of Pars that would be issued in respect of all Eligible Securities for which Par Option is elected (after
application of the Par Option Limit per Holder) would not exceed the Par Option Maximum, then Argentina will
only issue an amount of Pars equal to the amount of Pars so elected (after application of the Par Option Limit per
Holder) by tendering holders pursuant to the Invitation. Argentina has not set an express limit on the aggregate
amount of cash payments that it will make pursuant to the Invitation, but this amount will be indirectly limited by
the Par Option Maximum. If the Par Option Maximum is reached, Argentina expects that the aggregate amount of
its cash payments will be approximately the equivalent of U.S.$168 million.
In addition, Argentina has not conditioned the Invitation on any minimum level of participation by holders
of Eligible Securities. However, the acceptance by Argentina of tendered Eligible Securities, the announcement
thereof on the Early Announcement Date and the settlement of the Invitation on the Early Settlement Date are
subject to the condition that Argentina has received the proceeds of the concurrent cash offering, as described above
under Financing Condition, and to the condition that the Eligible Securities tendered by holders during the
Invitation will be cancelled on the Early Settlement Date or the Final Settlement Date, as applicable, prior to the
issuance of the New Securities and, if applicable, the cash payment (which may take place over the course of several
days), as described above under Cancellation Condition, and other conditions, as described above under
Other Conditions to the Invitation.
Argentina reserves the right not to accept tenders in its sole discretion, if and to the extent permitted by
applicable laws, rules and regulations in each jurisdiction where Argentina is making the Invitation. If Argentina
elects to accept your tender, it will, at or around 5:00 P.M. (New York City time) on the Early Announcement Date
or the Final Announcement Date, as applicable, announce on the Invitation Website, by press release issued to
Bloomberg News and the Thomson Reuters News Service, which we refer to as the news services, followed by
publication in a newspaper with general circulation in Luxembourg (which is expected to be the Luxemburger Wort
or the Tageblatt) and through publication in the form and manner required in certain jurisdictions outside the United
States:
the approximate aggregate principal amount of Eligible Securities duly tendered and accepted by
Argentina for exchange;
the approximate aggregate principal amount of New Securities of each series to be issued and the
amount of the cash payment to be made to the holders of Pre-2005 Eligible Securities who elect and
are allocated the Par Option, if applicable, on the Early Settlement Date or the Final Settlement Date,
as applicable; and
in the case of the Final Announcement Date, information concerning the allocation of the Par Option.
You may obtain such information by contacting the information agent. In addition, Argentina will notify
the Luxembourg Stock Exchange, the Buenos Aires Stock Exchange and the Mercado Abierto Electrnico of the
results of the Early Settlement and the Final Settlement, as applicable, and, subject to applicable law, will publish
the results of the Early Settlement and the Final Settlement.
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The Early Announcement Date and/or the Final Announcement Date may be postponed by Argentina for
any reason, including if the early tender period and/or the Submission Period are extended. Once Argentina has
announced the acceptance of tenders on the Early Announcement Date or the Final Announcement Date, as
applicable, Argentinas acceptance will be irrevocable and tenders, as so accepted, shall constitute binding
obligations of the submitting holders and Argentina to settle the exchange, in the manner described under
Settlement below, except as set forth above under Financing Condition, Cancellation Condition, and
Other Conditions to the Invitation.
If Argentina terminates the Invitation without accepting any tenders, or does not accept your tender, it will
return the Eligible Securities not accepted to the tendering holders as provided below under Procedures Upon
Rejection of Tenders or Termination of Invitation.
Minimum Tender Amount
You must tender your Eligible Securities in the minimum denomination and the integral multiples in excess
of such minimum denomination that are set forth in the terms of such Eligible Securities and in Annexes A-1 and A2 to this document. Except as described under Options there is no maximum tender amount.
Tender Procedures
To participate in the Invitation, you must submit, or arrange to have submitted on your behalf, by 5:00 P.M.
(New York City time) on the Early Tender Deadline or the Expiration Date, as applicable: (1) to a principal clearing
system, a duly completed electronic acceptance notice, and (2) to the information agent, a duly completed letter of
transmittal in electronic form. If you elect the Discount Option for a portion of your Eligible Securities and the Par
Option for other Eligible Securities that you own, you must submit a separate electronic acceptance notice and letter
of transmittal in electronic form with respect to each option. You must also submit a separate electronic acceptance
notice and letter of transmittal in electronic form (and, if you are in Italy or Germany, a separate paper letter of
transmittal to the financial institution or other intermediary through which you hold your Eligible Securities) for
each series of Eligible Securities you tender. If you fail to submit your letter of transmittal in electronic form by the
applicable deadline, or your letter of transmittal in electronic form is not complete, Argentina reserves the absolute
right to reject your tender or require that you remedy the same.
Your electronic acceptance notices may aggregate information with respect to multiple tenders by multiple
holders, so long as each notice relates only to a single series of Eligible Securities, a single option and, if the
Discount Option is elected, single type of holder (i.e., Large Holder or Small Holder). Such aggregated electronic
acceptance notices may be submitted on a daily basis, or more frequently. Each electronic acceptance notice must:
state the option (the Discount Option or the Par Option) elected for the Eligible Securities tendered
and, if the Discount Option is elected, whether each of the tendering holders is a Large Holder or a
Small Holder. Tenders electing the Par Option are subject to the Par Option Limit per Holder
applicable to the Par Option and the Par Option Maximum. If an electronic acceptance notice fails
to or incorrectly designates the option, it will be deemed to have elected the Discount Option;
state, if the tendering holders are Large Holders electing the Discount Option, whether the
electronic acceptance notice is submitted on or before, or after, the Early Tender Deadline; and
state the principal amount and series of Eligible Securities being tendered.
The principal clearing systems through which Eligible Securities may be tendered are set forth below:
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Iberclear
Monte Titoli S.p.A.
OEKB
SIS
Eligible Securities may not be tendered through, and the New Securities will not be made eligible for
clearance, settlement or trading in the book-entry system of, DTC. If your Eligible Securities are held through DTC
or any other clearing system, you must follow special procedures, described under Terms of the InvitationTender
Procedures in order to tender your Eligible Securities and to receive New Securities.
Eligible Securities tendered in the Invitation will be blocked for transfers to third parties pending
settlement of the Invitation.
The exchange agent is the entity responsible for, among other things, receiving and processing electronic
acceptance notices made by holders pursuant to the Invitation through their respective clearing systems and, at the
Early Settlement or Final Settlement of the Invitation, delivering the New Securities and the cash payments, when
applicable, to the tendering holders through their respective clearing systems. The procedures you must follow to
effectively tender Eligible Securities depend upon the manner in which you hold your Eligible Securities. We
summarize these procedures below. Summary diagrams of the tender procedures are also included in Annexes E-1
and E-2 to this document.
If you have any questions regarding the process by which you can tender Eligible Securities, you may
contact the information agent at the phone number listed on the back cover of this document.
Eligible Securities in Book-Entry Form
We set forth below a description of the procedures generally applicable for tenders of Eligible Securities
held in electronic or book-entry form, followed by a brief summary of specific tender procedures applicable to
certain clearing systems. In any event, it is your responsibility to inform yourself of, and arrange for timely
tender of your Eligible Securities in accordance with, the procedures applicable to the principal clearing
system through which you tender your Eligible Securities.
General Procedures
Eligible Securities held in electronic or book-entry form may be tendered directly to the principal clearing
systems, if you have an account with any of the principal clearing systems, or indirectly through financial
institutions that have an account with any of the principal clearing systems. We refer to financial institutions that
have an account with any of the principal clearing systems as direct participants in such system. Only these direct
participants may submit electronic acceptance notices to any of the principal clearing systems. If you are not a
direct participant, you (or a financial institution or other intermediary on your behalf) must arrange for the direct
participant through which you hold your Eligible Securities to submit an electronic acceptance notice on your behalf
to any of the principal clearing systems.
Argentina has made special arrangements with the principal clearing systems that will allow these clearing
systems to submit electronic acceptance notices on behalf of tendering holders directly to the exchange agent. The
principal clearing systems will be able to perform this function even with respect to the Eligible Securities that are
not registered in their name (or in the name of their depositary nominee). Argentina has designated each of these
clearing systems as a principal clearing system for purposes of the Invitation, either because Eligible Securities are
registered in the name of such clearing system (or a nominee of its depositary) or Argentina expects a substantial
number of tenders to be submitted through such clearing system. DTC has not been designated as a principal
clearing system for the Invitation.
For your tender of Eligible Securities to be effective, a direct participant in a principal clearing system
through which you tender your Eligible Securities must submit an electronic acceptance notice on your behalf to
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such principal clearing system prior to 5:00 P.M. (New York City time) on the Early Tender Deadline (if you are
a Large Holder electing the Discount Option and wish to receive the Total Consideration) or prior to 5:00 P.M.
(New York City time) on the Expiration Date (in all other cases). The principal clearing systems will not submit
to the exchange agent any electronic acceptance notices they receive after this time.
The principal clearing system through which you tender your Eligible Securities must deliver your duly
completed electronic acceptance notice to the exchange agent no later than two business days after the Early Tender
Deadline or three business days after the Expiration Date, as applicable.
Upon receipt of your electronic acceptance notice, the principal clearing system will submit your electronic
acceptance notice to the exchange agent. The receipt of your electronic acceptance notice by a principal clearing
system will result in the blocking of your tendered Eligible Securities in such clearing system. This will prevent you
from being able to transfer your tendered Eligible Securities to third parties.
The exchange agent will establish an account at each of the principal clearing systems for purposes of
receiving tenders of Eligible Securities pursuant to the Invitation. The receipt of your electronic acceptance notice
by the principal clearing system will constitute instructions to block your tendered Eligible Securities and, if
Argentina accepts your tenders, to make a book-entry transfer of your tendered Eligible Securities into the exchange
agents account at such clearing system on or before the Early Settlement Date or Final Settlement Date, as
applicable. Upon performing the book-entry transfer of your tendered Eligible Securities into the exchange agents
account, the principal clearing system will deliver to the exchange agent a confirmation of such book-entry transfer.
None of Argentina, the global coordinator, any international joint dealer manager, the information
agent or the exchange agent will be responsible for ensuring that any electronic acceptance notice is
submitted to or accepted by a principal clearing system or for ensuring that the book-entry transfer into the
exchange agents account at the relevant principal clearing system is effected. If (i) your electronic
acceptance notice is not delivered by the principal clearing system to the exchange agent on or before two
business days after the Early Tender Deadline or three business days after the Expiration Date, as applicable,
(ii) your Eligible Securities are not transferred into the exchange agents account at the relevant principal
clearing system on or before the Early Settlement Date or Final Settlement Date, as applicable, or (iii) you, or
a direct participant or custodian on your behalf, does not deliver all other required documents in connection
with your tender, in each case on or before the applicable deadline, your tender will be deemed invalid.
By submitting a valid electronic acceptance notice to a principal clearing system, tendering holders, and the
relevant direct participant on their behalf, shall be deemed to have made the representations and warranties set forth
below under Representations, Warranties and Undertakings Relating to Tenders of Eligible Securities to
Argentina, the international joint dealer managers, the information agent and the exchange agent.
Additional Information for Tenders Through Euroclear, Clearstream, Luxembourg or Clearstream Banking
AG
If you hold Eligible Securities through Euroclear, Clearstream, Luxembourg or Clearstream Banking AG,
you may submit (if you are a direct participant), or arrange to have a direct participant submit on your behalf, an
electronic acceptance notice in accordance with the procedures established by Euroclear, Clearstream, Luxembourg
or Clearstream Banking AG, as applicable, to participate in the Invitation. Direct participants should refer to the
respective notifications that direct participants receive from Euroclear, Clearstream, Luxembourg and Clearstream
Banking AG for detailed information regarding tender procedures.
Additional Information for Tenders Through Caja de Valores
If you hold Eligible Securities through Caja de Valores, you may submit (if you are a direct participant), or
arrange to have a direct participant submit on your behalf, an electronic acceptance notice in accordance with the
procedures established by Caja de Valores for the Invitation. You may contact Caja de Valores for assistance in
effecting your tender in accordance with the applicable procedures.
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EXHIBIT K
The New Securities, other than those governed by Argentine law, will contain provisions regarding acceleration and future modications to
their terms that dier from those applicable to substantially all of Argentina's outstanding public external indebtedness. These provisions, which
are commonly referred to as ""collective action clauses,'' are described in the sections entitled ""Description of the Securities Default and
Acceleration of Maturity'' and ""Description of the Securities Modications'' on pages 204 and 206, respectively, of the accompanying
prospectus. Under those provisions, modications aecting certain reserved matters, including modications to payment and other important
terms, may be made to a single series of New Securities, other than those governed by Argentine law, with the consent of the holders of 75% of
the aggregate principal amount outstanding of that series, and to multiple series of New Securities with the consent of the holders of 85% of the
aggregate principal amount outstanding of all aected series and 662/3% in aggregate principal amount outstanding of each aected series.
Application has been made to list each series of the Pars, Discounts and GDP-linked Securities on the Luxembourg Stock Exchange, and
application will be made to list each series of the New Securities on the Buenos Aires Stock Exchange and on the Mercado Abierto Electronico.
Argentina intends to make an application to list each series of U.S. dollar- or euro-denominated Pars, Discounts and GDP-linked Securities on a
regulated market organized and managed by Borsa Italiana S.p.A., provided all requirements for such listing are met. See ""Plan of Distribution.''
This prospectus supplement and the accompanying prospectus may only be used in the United States, Luxembourg and in the jurisdictions
in which Argentina and the international joint dealer managers are relying either on exemptions from approval by regulatory authorities or
approval of this prospectus supplement and accompanying prospectus on the basis of mutual recognition of the certicate of approval issued by
the Luxembourg Commission de Surveillance du Secteur Financier (which we refer to as the ""CSSF''), together with such additional disclosure
required by the regulatory authority in that jurisdiction. Holders of Eligible Securities outside the United States and Luxembourg should
carefully read the sections entitled ""Global Oering,'' ""Certain Legal Restrictions'' and ""Jurisdictional Restrictions'' in this prospectus
supplement to determine if they may rely on this prospectus supplement or participate in the Oer.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this prospectus supplement or the prospectus to which it relates. Any representation to the contrary is a
criminal oense.
Barclays Capital
In this prospectus supplement, references to ""we,'' ""our'' and ""us'' are to Argentina.
This prospectus supplement, the accompanying prospectus and the related acceptance notices are
together referred to as the ""Oer Materials.'' Transactions contemplated by the Oer Materials are referred
to as the ""Oer.''
A ""series'' of Eligible Securities refers to each issue of Eligible Securities listed in Annex A to this
prospectus supplement. A ""series'' of New Securities refers to each issue of New Securities, including GDPlinked Securities initially attached to each series of Pars, Quasi-pars and Discounts, as described in this
prospectus supplement.
When we refer to the ""Par Brady Bonds and Discount Brady Bonds'' in this prospectus supplement, we
mean the following series of Eligible Securities:
Discount USD L 0.8125% (BR) due 2023,
Discount USD L 0.8125% (RG) due 2023,
PAR Bonds USD 6% (BR) due 2023,
PAR Bonds USD 6% (RG) due 2023,
Discount DEM L 0.8125% Due 2023, and
PAR Bonds DEM 5.87% Due 2023.
TABLE OF CONTENTS
Page
PROSPECTUS SUPPLEMENT
Introduction
Global Oering
Certain Legal Restrictions
Currency Exchange Rates
Summary Time Schedule for the Oer
Summary
Risk Factors
Recent Developments
Terms of the Oer
Description of the New Securities
Clearance and Settlement
Taxation
Plan of Distribution
Jurisdictional Restrictions
Forward-Looking Statements
Validity of the New Securities
General Information
Annex A Eligible Securities
Annex B Principal Payment Schedule for U.S. dollar-denominated Pars and Discounts
Annex C Eligible Securities: Additional Information
Annex D-1 The Chain of a Tender: Eligible Securities Held by a Direct Participant
Annex D-2 The Chain of a Tender: Eligible Securities Held through a Securities Intermediary
Annex E Sample Calculations Related to Exchange Ratios
Annex F Sample Calculations Related to Payment on GDP-linked Securities
Annex G Form of Paper Acceptance Notice
PROSPECTUS
About This Prospectus
Certain Dened Terms and Conventions
Forward-Looking Statements
Data Dissemination
Use of Proceeds
Selected Economic Information
Summary
Risk Factors
The Republic of Argentina
The Argentine Economy
Foreign Trade and Balance of Payments
Monetary System
Public Sector Finances
Public Sector Debt
Description of the Securities
Taxation
Plan of Distribution
Ocial Statements
Validity of the Securities
Authorized Representative
Further Information
Where You Can Find More Information
ii
iii
iv
v
S-1
S-3
S-29
S-35
S-37
S-61
S-75
S-79
S-92
S-95
S-101
S-102
S-103
A-1
B-1
C-1
D-1
D-2
E-1
F-1
G-1
2
2
7
7
8
9
10
18
29
34
71
99
129
161
196
212
214
216
216
216
216
216
INTRODUCTION
When you make your investment decision, you should rely only on the information contained in this
prospectus supplement and the accompanying prospectus. The Republic of Argentina (""Argentina'') has not
authorized anyone to provide you with information that is dierent. This document may only be used where
it is legal to oer and sell these securities. The information in this prospectus supplement and the
accompanying prospectus may only be accurate as of the date of this prospectus supplement or the
accompanying prospectus, as applicable.
Argentina is furnishing this prospectus supplement and the accompanying prospectus to you solely for use
in the context of the Oer and for Luxembourg listing purposes. After having made all reasonable queries,
Argentina conrms that:
the information contained in this prospectus supplement and the accompanying prospectus is true and
correct in all material respects and is not misleading as of the date of this prospectus supplement or the
accompanying prospectus, as applicable;
it holds the opinions and intentions expressed in this prospectus supplement and the accompanying
prospectus;
to the best of its knowledge and belief, it has not omitted other facts, the omission of which makes this
prospectus supplement or the accompanying prospectus as a whole misleading as of the date of this
prospectus supplement or the accompanying prospectus, as applicable; and
it accepts responsibility for the information it has provided in this prospectus supplement and the
accompanying prospectus.
Argentina is a foreign sovereign state. Consequently, it may be dicult for you to obtain or realize upon
judgments of courts in the United States and other jurisdictions against Argentina.
The New Securities that Argentina issues to tendering holders of Eligible Securities in the United States
are being oered under Argentina's registration statement (le no. 333-117111) initially led with the United
States Securities and Exchange Commission (the ""SEC'') under Schedule B of the Securities Act of 1933, as
amended (the ""Act''), on July 2, 2004, and declared eective by the SEC on September 29, 2004. On
December 23, 2004, Argentina led with the SEC Post-Eective Amendment No. 1 to its registration
statement, which was declared eective by the SEC on December 27, 2004.
The accompanying prospectus provides you with a general description of the securities that Argentina
may oer under its registration statement, and this prospectus supplement contains specic information about
the terms of the Oer and the New Securities. This prospectus supplement also adds, updates or changes
information provided in the accompanying prospectus. Consequently, before you participate in the Oer, you
should read this prospectus supplement and the accompanying prospectus, together with any additional
information described under ""General Information Where You Can Find More Information'' in this
prospectus supplement.
None of Argentina, any international joint dealer manager, the information agent, the exchange agent or
the Luxembourg exchange agent has expressed any opinion as to whether the terms of the Oer are fair. In
addition, none of the clearing systems through which you may tender your Eligible Securities has expressed
any opinion as to whether the terms of the Oer are fair. None of Argentina, any international joint dealer
manager, the information agent, the exchange agent or the Luxembourg exchange agent makes any
recommendation that you tender your Eligible Securities for exchange or refrain from doing so pursuant to the
Oer, and no one has been authorized by Argentina, any international joint dealer manager, the information
agent, the exchange agent or the Luxembourg exchange agent to make any such recommendation. You must
make your own decision as to whether to tender Eligible Securities in exchange for New Securities or refrain
from doing so, and, if you do tender Eligible Securities, the principal amount of Eligible Securities to tender.
All references in this document to the website relating to the Oer (which we refer to as the ""Oer
Website''), are to the website created and maintained by the information agent, which can be accessed
ii
Similarly, the allocation of Pars and Quasi-pars in accordance with the procedures described under
""Terms of the Oer Limitation on Issuance and Allocation of New Securities Limits on and Allocation
of Pars'' and ""Terms of the Oer Limitation on Issuance and Allocation of New Securities Limits on
and Allocation of Quasi-pars'' will encompass all tenders of Pars and Quasi-pars submitted in the Oer and
the oer in Japan. If the oer in Japan does not occur concurrently with the Oer, holders participating in the
oer in Japan may not realize any of the allocation benets accorded to holders that tender their Eligible
Securities early.
The Oer Materials have not been led with or approved by the Kanto Local Finance Bureau.
Accordingly, holders of Eligible Securities who are Japanese residents or persons located in Japan should not
rely on the Oer Materials as a source of information or for instructions on how to tender Eligible Securities.
See ""Jurisdictional Restrictions.''
CERTAIN LEGAL RESTRICTIONS
The distribution of the Oer Materials and the transactions contemplated by the Oer Materials are
restricted by law in certain jurisdictions. If the Oer Materials come into your possession, you are required by
Argentina to inform yourself of and to observe all of these restrictions. The Oer Materials do not constitute,
and may not be used in connection with, an oer or solicitation in any jurisdiction where oers or solicitations
are not permitted by law. Holders of Eligible Securities outside the United States and Luxembourg should
carefully review the restrictions and limitations applicable in certain jurisdictions and the manner in which the
Oer Materials will be made available in such jurisdictions, as set forth in the ""Jurisdictional Restrictions''
section.
If a jurisdiction requires that the Oer be made by a licensed broker or dealer and any international joint
dealer manager or any aliate of any international joint dealer manager is a licensed broker or dealer in that
jurisdiction, the Oer shall be deemed to be made by such international joint dealer manager or such aliate
on behalf of Argentina in that jurisdiction.
Until forty days after the Announcement Date (as dened in ""Summary Time Schedule for the Oer''),
all dealers eecting transactions in the New Securities in the United States, whether or not participating in
this distribution, may be required to deliver a copy of this prospectus supplement and the accompanying
prospectus.
iv
Currency
Argentine pesos
Swiss francs
Euro
Pounds sterling
Japanese yen
Source:
2.9175
1.2409
0.7945
0.5599
107.3900
For purposes of the Oer, all calculations made with respect to Eligible Securities denominated in a
predecessor currency to the euro will be performed in euro. Accordingly, if you hold any such Eligible
Securities, you should convert all amounts relating to such securities into euro at the conversion rate
applicable to such predecessor currency as set forth in the table below:
Predecessor Currency
Deutsche mark
Italian lira
Austrian schilling
Spanish peseta
1.9558
1936.2700
13.7603
166.3860
Source:
S-1
S-2
SUMMARY
This summary highlights information contained elsewhere in this prospectus supplement. It is not
complete and may not contain all the information that you should consider before tendering Eligible Securities
in exchange for New Securities. You should read the entire prospectus supplement, including the ""Risk
Factors'' section, and the accompanying prospectus carefully.
Terms of the Oer
General
Purpose of the Oer To restructure outstanding debt obligations of Argentina that are
currently in default.
Acceptance Argentina has not conditioned its acceptance of tenders or the
consummation of the Oer on any minimum level of participation
by holders of Eligible Securities. Argentina reserves the right not to
accept tenders in its sole discretion.
If Argentina elects to accept any tenders, it will announce the
results of the Oer, including the aggregate amount of each series
of New Securities to be issued, at or around 5:00 P.M. (New York
City time), on the Announcement Date.
Termination, Amendments At any time before Argentina announces the acceptance of any
tenders on the Announcement Date, Argentina may, in its sole
discretion and to the extent permitted by the applicable laws, rules
and regulations in each jurisdiction where Argentina is making the
Oer:
terminate the Oer (including with respect to tenders submitted
prior to the time of the termination),
extend the Oer past the originally scheduled Expiration Date,
withdraw the Oer from any one or more jurisdictions, or
amend the Oer, including amendments in any one or more
jurisdictions.
Consideration to be Received Other
than by Holders of Par Brady Bonds
and Discount Brady Bonds Subject to the terms and conditions of the Oer described in this
prospectus supplement, you may elect to receive Pars, Discounts or
Quasi-pars in exchange for any Eligible Securities (other than Par
Brady Bonds and Discount Brady Bonds) you tender that are
accepted by Argentina.
For purposes of the Oer, your Eligible Securities will be assigned
an ""Eligible Amount'' equal to (i) their outstanding principal
amount as of December 31, 2001, plus (ii) any accrued but unpaid
interest up to but excluding December 31, 2001.
The original principal amount of any Pars, Discounts and Quasipars you receive pursuant to the Oer will be equal to the Eligible
Amount of Eligible Securities (other than Par Brady Bonds and
S-3
New Security
Pars
Discounts
Quasi-pars
Exchange Ratio
(per unit of Eligible
Amount in the same
currency)
1.000
0.337
0.699
The allocation of Quasi-pars among tendering holders will encompass all tenders for Quasi-pars submitted in the Oer and, if
concurrent with the Oer, the oer in Japan. All determinations
made by Argentina in the allocation of Quasi-pars as provided
above will be binding and nal.
No Limitation on Issuance of
Discounts There is no limit on the allocation of Discounts within the Oer. If
you elect to receive any Pars or Quasi-pars and the amount you
would receive would (in the absence of any limitation on the
issuance of Pars or Quasi-pars) exceed the maximum amount of
Pars and Quasi-pars that you are permitted to receive in the Oer
(as provided above), the Eligible Securities that cannot be exchanged for Pars or Quasi-pars as a result of that limitation will
instead be exchanged for Discounts denominated in the same
currency you selected for the Pars or Quasi-pars.
Currency Denomination of the New
Securities The currency of the Eligible Securities you tender determines the
currency you may select for any Pars or Discounts you elect to
receive, as follows:
Eligible Securities denominated in U.S. dollars or euro (or any
Eligible Securities originally denominated in a predecessor currency to the euro, which currencies for this purpose are deemed
to have been originally denominated in euro). You may elect
to receive Pars or Discounts in the same currency as your
tendered Eligible Securities or in pesos.
Eligible Securities denominated in pounds sterling or Swiss
francs. You may elect to receive Pars or Discounts denominated in euro or pesos.
Eligible Securities denominated in yen. You may elect to
receive Pars or Discounts in euro or pesos, except that if your
yen-denominated Eligible Securities are governed by Japanese
law you may only receive Pars or Discounts denominated in
pesos.
Eligible Securities denominated in pesos. You may elect to
receive Pars or Discounts in pesos.
If you fail to or incorrectly designate your currency selection, you
will receive Pars or Discounts denominated in the same currency as
your tendered Eligible Securities except that: if your tendered
Eligible Securities were originally denominated in pounds sterling,
Swiss francs, Japanese yen (except for Eligible Securities governed
by Japanese law) or any predecessor currency to the euro, you will
be deemed to have elected to receive your Pars or Discounts in
euro; or if your Eligible Securities were originally denominated in
Japanese yen and governed by Japanese law, you will be deemed to
have elected to receive your Pars or Discounts in pesos.
While holders of yen-denominated Eligible Securities governed by
Japanese law will not be able to receive yen-denominated securities
governed by Japanese law pursuant to the Oer, they will be able
to do so pursuant to the oer in Japan, if conducted by Argentina.
S-8
Minimum Tender Amount You must tender your Eligible Securities in the minimum denomination and the integral multiples in excess of such minimum
denomination that are set forth in the terms of such Eligible
Securities.
You will not, however, be permitted to exchange Eligible Securities for Quasi-pars unless the outstanding principal amount of the
Eligible Securities you tender for Quasi-pars is at least
U.S.$350,000, 200,000, 37,600,000, Ps.1,025,000, 4280,000 or
Sfr.435,000, as the case may be.
Limited Withdrawal Rights Tenders will be irrevocable and may not be withdrawn unless
Argentina:
extends the Submission Period of the Oer for more than 30
calendar days;
amends any of the nancial terms of the New Securities (such
as the maturity, principal amount or interest rate) or any of the
following terms of the Oer: exchange ratios, method or extent
of limitation on issuance of New Securities, method of allocation
of New Securities, including timing of expiration of the early
S-9
Through DTC
The exchange agent and DTC have conrmed that the Oer is
eligible for DTC's Automated Tender Oer Program, or ""ATOP,''
system. Accordingly, if you hold Eligible Securities through DTC,
you may instruct DTC to make a book-entry transfer of your
tendered Eligible Securities into the exchange agent's account at
DTC and electronically submit your duly completed electronic
acceptance notice through DTC's ATOP system (if you are a
direct participant), or arrange to have a direct participant do so on
your behalf.
If you hold Eligible Securities through Euroclear or Clearstream,
Luxembourg, you may submit (if you are a direct participant), or
arrange to have a direct participant submit on your behalf, an
electronic acceptance notice in accordance with the procedures
established by Euroclear or Clearstream, Luxembourg, as applicable, to participate in this Oer. Participants should refer to the
respective notications of Euroclear and Clearstream, Luxembourg
for detailed information regarding tender procedures.
In Physical Form
In Luxembourg
Tax Consequences Please see the section entitled ""Taxation'' for important information regarding the possible U.S., Luxembourg and Argentine tax
consequences for tendering holders who exchange Eligible Securities for New Securities.
Restrictions Argentina is making the Oer only in those jurisdictions where it is
legal to make such oers, including in certain jurisdictions in
reliance on exemptions from approval by regulatory authorities.
See the ""Global Oering'', ""Certain Legal Restrictions'' and
""Jurisdictional Restrictions'' sections in this prospectus
supplement.
International Joint Dealer Managers Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and UBS Securities LLC.
Information Agent Georgeson Shareholder Communications Inc. will act as information agent for the Oer. The address and telephone number of the
information agent can be found on the back cover page of this
prospectus supplement.
Exchange Agent The Bank of New York will act as exchange agent for the Oer.
The address and telephone number of the exchange agent can be
found on the back cover page of this prospectus supplement.
S-13
Luxembourg Exchange Agent The Bank of New York (Luxembourg) S.A. will act as Luxembourg exchange agent for the Oer. The address and telephone
number of the Luxembourg exchange agent can be found on the
back cover page of this prospectus supplement.
Luxembourg Listing Agent Kredietbank S.A. Luxembourgeoise will act as Luxembourg listing
agent for the listing of the Pars, Discounts and GDP-linked
Securities on the Luxembourg Stock Exchange. The address and
telephone number of the Luxembourg listing agent can be found on
the back cover page of this prospectus supplement.
U.S. European Trustee The Bank of New York will act as trustee for holders of New
Securities governed by either New York law or English law. The
address and telephone number of the U.S.-European trustee can be
found on the back cover page of this prospectus supplement.
Retail Processing Fee Each retail processing dealer (as dened below) who successfully
processes tenders from a retail benecial owner (as dened below)
of DMA Eligible Securities (as dened in ""Plan of Distribution'')
will be eligible to receive a fee payable in U.S. dollars (which we
refer to as the ""retail processing fee'') from the international joint
dealer managers equal to:
0.03% for every U.S.$1 principal amount (or the equivalent in
another currency based on exchange rates in eect on December 31, 2003) of DMA Eligible Securities tendered by or on
behalf of such retail benecial owner and accepted pursuant to
the Oer, if 662/3% or less of the aggregate principal amount of
all DMA Eligible Securities is tendered and validly accepted by
Argentina, or
0.05% for every U.S.$1 principal amount (or the equivalent in
another currency based on exchange rates in eect on December 31, 2003) of DMA Eligible Securities tendered by or on
behalf of such retail benecial owner and accepted pursuant to
the Oer, if greater than 662/3% of the aggregate principal
amount of all DMA Eligible Securities is tendered and validly
accepted by Argentina.
Based on the exchange rates in eect on December 31, 2003, the
amounts in U.S. dollars to be paid are as follows:
Principal Amount Tendered and Accepted
Per
Per
Per
Per
Per
Per
If
participation
!66 2/3%
If
participation
H66 2/3%
0.03000
0.03776
0.05358
0.02417
0.02793
0.01028
0.05000
0.06293
0.08930
0.04029
0.04656
0.01714
The international joint dealer managers will pay the retail processing fee as provided above only if they (i) have received payment in
full of related fees and expenses due from Argentina in connection
with the Oer and (ii) such fees and expenses are not subject to
S-14
S-15
U.S. Dollars
U.S. Dollars
Pounds Sterling
Swiss Francs
Yen
Yen**
Pesos
New York
English
U.S. Dollars
New York
Pesos
Argentine
U.S. Dollars
Argentine
Pesos
Argentine
Euro
English
Pesos
Argentine
Euro
English
Pesos
Argentine
Euro
English
Pesos
Argentine
Euro
English
Pesos
Argentine
Pesos
Argentine
Pesos
Argentine
Argentine
English
German
Italian
Spanish
New York
English
Swiss
English
Japanese
Argentine
English
New York
New Security
Pars
Discounts
Pars
Discounts
Quasi-pars
Pars
Discounts
Pars
Discounts
Quasi-pars
Pars
Discounts
Pars
Discounts
Quasi-pars
Pars
Discounts
Pars
Discounts
Quasi-pars
Pars
Discounts
Pars
Discounts
Quasi-pars
Pars
Discounts
Pars
Discounts
Quasi-pars
Pars
Discounts
Quasi-pars
Pars
Discounts
Quasi-pars
Exchange Ratio*
1.000
0.337
2.918
0.983
2.040
1.000
0.337
2.918
0.983
2.040
1.000
0.337
3.672
1.238
2.567
1.419
0.478
5.211
1.756
3.642
0.640
0.216
2.351
0.792
1.643
0.740
0.249
2.717
0.916
1.899
2.717
0.916
1.899
1.000
0.337
0.699
* Calculated using exchange rates at December 31, 2003. In the case of yen-denominated Eligible Securities, the exchange ratio is
applied per 100.
** While holders of yen-denominated Eligible Securities governed by Japanese law will not be able to receive yen-denominated securities
governed by Japanese law pursuant to the Oer, they will be able to do so pursuant to the oer in Japan, if conducted by Argentina.
Argentina, however, will only launch an oer in Japan after having received all necessary regulatory approvals from Japanese
authorities. (See ""Global Oering Oer in Japan'').
S-16
Securities Oered
Listing
Redemption
The New Securities will not be redeemable before maturity (although they may amortize or expire early as described below) and
will not be entitled to the benet of any sinking fund.
Form and Settlement Argentina will issue each of the New Securities in the form of one
or more fully registered global securities, which will clear and settle
as follows:
U.S. dollar-denominated New Securities (excluding U.S. dollardenominated New Securities governed by Argentine law). Will
be registered in the name of a nominee of DTC and deposited
with a custodian for DTC. You may hold a benecial interest
directly if you have an account with DTC or indirectly through a
nancial institution that has an account with DTC. Each of
Euroclear and Clearstream, Luxembourg participate in DTC
through their New York depositaries, which act as links between
the clearing systems. Caja de Valores has an account with DTC.
Euro-denominated New Securities. Will be registered in the
name of a nominee of a common depositary for Clearstream,
Luxembourg and Euroclear and deposited with that common
depositary. You may hold a benecial interest directly if you
have an account with Clearstream, Luxembourg or Euroclear or
indirectly through a nancial institution that has an account with
either of these clearing systems. Caja de Valores has an account
with each of these clearing systems.
S-19
The following terms will apply only to New Securities governed by New York law or English law:
Additional Amounts
Further Issues
Seniority
S-20
The following terms will apply only to New Securities governed by Argentine law:
Ination Adjustment
Further Issues
New Securities governed by Argentine law (including all Quasipars) do not contain provisions restricting Argentina's ability to
create and issue additional debt securities ranking pari passu with
the New Securities or having the same terms and conditions as any
series of the New Securities.
New Securities governed by Argentine law, including all Quasipars, will be issued under an Argentine government decree that will
not contain certain covenants granted to holders of New Securities
governed by New York law or English law. Argentina will have no
obligation with respect to New Securities governed by Argentine
law (including any Quasi-pars) to pay additional amounts for any
withholding of Argentine taxes, duties or assessments on payments
of principal or interest on such New Securities. Nor will New
Securities governed by Argentine law include certain of the covenants set forth in the accompanying prospectus, such as negative
pledge or events of default.
S-21
If you fail to or incorrectly designate the currency in which you want your Pars or Discounts to be
denominated, you will be deemed to have elected to receive your Pars or Discounts in the same currency as
your tendered Eligible Securities, except that:
if your tendered Eligible Securities were originally denominated in pounds sterling, Swiss francs,
Japanese yen (except for Eligible Securities governed by Japanese law) or any predecessor currency to
the euro, you will be deemed to have elected to receive your Pars or Discounts in euro, or
if your Eligible Securities were originally denominated in Japanese yen and governed by Japanese law,
you will be deemed to have elected to receive your Pars or Discounts in pesos.
While holders of yen-denominated Eligible Securities governed by Japanese law will not be able to
receive yen-denominated New Securities governed by Japanese law pursuant to the Oer, they will be able to
do so pursuant to the oer in Japan, if conducted by Argentina. Argentina, however, will only launch an oer
in Japan after having received all necessary regulatory approvals from Japanese authorities. (See ""Global
Oering Oer in Japan'').
Solely for purposes of the Oer, Argentina will treat Eligible Securities originally denominated in a
currency other than pesos and governed by Argentine law as if they were denominated in the currency in
which they were originally issued.
Quasi-pars
The Quasi-pars will be denominated in pesos only.
GDP-linked Securities
The GDP-linked Securities will be denominated in the same currency as the currency of the Pars,
Discounts or Quasi-pars to which they are initially attached. However, underlying calculations to determine
the amount of payments under the GDP-linked Securities will be performed in pesos and the resulting
amounts will be converted into the payment currency as described below under ""Description of the New
Securities General Terms of the GDP-linked Securities.''
Minimum Tender Determination
You must tender your Eligible Securities in the minimum denomination and the integral multiples in
excess of such minimum denomination that are set forth in the terms of such Eligible Securities.
You will not, however, be permitted to exchange Eligible Securities for Quasi-pars unless the outstanding
principal amount of the Eligible Securities you tender for Quasi-pars is at least U.S.$350,000, 200,000,
37,600,000, Ps.1,025,000, 4280,000 or Sfr.435,000, as the case may be.
Expiration of Oer, Termination, Amendments
The Oer will expire at 4:15 P.M. (New York City time), February 25, 2005, unless Argentina in its sole
discretion extends it or terminates it earlier, in accordance with the terms described in this prospectus
supplement.
At any time before Argentina announces on the Announcement Date the acceptance of any tenders (in
the manner specied below under "" Acceptance of Tenders''), Argentina may, in its sole discretion and to
the extent permitted by the applicable laws, rules and regulations of each jurisdiction in which the Oer is
being made:
terminate the Oer, including with respect to tenders submitted prior to the time of the termination,
extend the Oer past the originally scheduled Expiration Date,
withdraw the Oer from any one or more jurisdictions, or
amend the Oer, including amendments in any one or more jurisdictions.
S-46
Subject to applicable law, Argentina will announce any such termination, extension, withdrawal or
amendment of the Oer as described below under "" Announcements.'' In addition, subject to applicable
law, Argentina will inform the Luxembourg Stock Exchange and the CSSF of any amendments to the Oer
and will publish notices in a newspaper with general circulation in Luxembourg (which Argentina expects to
be the Luxemburger Wort or the Tageblatt) announcing such amendments.
Irrevocability; Limited Withdrawal Rights
Tenders will be irrevocable and may not be withdrawn unless Argentina:
extends the Submission Period of the Oer for more than 30 calendar days;
amends any of the nancial terms of the New Securities (such as the maturity, principal amount or
interest rate) or any of the following terms of the Oer:
exchange ratios,
method or extent of limitation on issuance of New Securities,
method of allocation of New Securities, including timing of expiration of the early-tender period for
allocation of Pars (except if Argentina extends the early-tender period due to a postponement in the
launch of the Oer in any jurisdiction or in the launch of the oer in Japan, if applicable, in either
case resulting from a delay in procuring any necessary regulatory approvals), or
calculation of Eligible Amount; or
les or otherwise makes public an amendment, modication or supplement to this prospectus
supplement (or to a comparable oering document used in any jurisdiction where the Oer is being
made) that contains a change in the information contained in this prospectus supplement (or to a
comparable oering document used in any jurisdiction where the Oer is being made) that Argentina,
in its sole discretion, determines is material to the tendering holders of Eligible Securities, except for
any amendment, modication or supplement made solely for the purpose of announcing the results of
the Oer (including the allocation of the New Securities or whether the limits on the issuance of Pars
or Quasi-pars have been reached).
In any of these cases, you will have the right to withdraw your tender for a period of 15 calendar days
from the date Argentina rst publicly announces (by means of a press release through the news services, as
dened in "" Terms of the Oer Announcements'') the granting of withdrawal rights.
To eectively withdraw your tender, subject to the limitations described above, you must follow the
procedures set forth below under "" Procedures for Withdrawal of Tenders.''
Acceptance of Tenders
Argentina has not conditioned its acceptance of tenders or the consummation of the Oer on any
minimum level of participation by holders of Eligible Securities. Argentina reserves the right not to accept
tenders in its sole discretion.
If Argentina elects to accept tenders of Eligible Securities submitted pursuant to the Oer, it will, at or
around 5:00 P.M. (New York City time) on the Announcement Date, announce on the Oer Website, by
press release issued to Bloomberg News and the Reuters News Service, which we refer to as the ""news
services,'' by publication in a newspaper with general circulation in Luxembourg (which is expected to be the
Luxemburger Wort or the Tageblatt) and through publication in the form and manner required in certain
jurisdictions outside the United States:
the aggregate principal amount of Eligible Securities duly tendered and accepted by Argentina for
exchange,
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the aggregate principal amount of New Securities of each series to be issued in the Oer, and
information concerning the allocation of Pars and Quasi-pars.
You may obtain such information by contacting the information agent. In addition, Argentina will notify
the Luxembourg Stock Exchange, the Buenos Aires Stock Exchange and the Mercado Abierto Electronico
of
the results of the Oer, and, subject to applicable law, will publish the results of the Oer as described below
under "" Announcements.'' Argentina may also publish information concerning tenders in certain
non-U.S. jurisdictions (as described under ""Global Oering'' above) prior to the Announcement Date, in the
manner and to the extent required in those jurisdictions.
The Announcement Date may be postponed by Argentina for any reason, including if the Submission
Period is extended. Once Argentina has announced the acceptance of tenders on the Announcement Date as
provided above, Argentina's acceptance will be irrevocable. Tenders, as so accepted, shall constitute binding
obligations of the submitting holders and Argentina to settle the exchange, in the manner described under
"" Settlement'' below.
If Argentina terminates the Oer without accepting any tenders, or does not accept your tender, it will
return the Eligible Securities not accepted to the tendering holders as provided below under "" Procedures
Upon Rejection of Tenders and Termination of Oer.''
Tender Procedures
If you wish to participate in the Oer, you must submit, or arrange to have submitted on your behalf, to a
principal clearing system (as dened below) by 4:15 P.M. (New York City time) on the Expiration Date, a
duly completed electronic acceptance notice. Your electronic acceptance notice must:
clearly state the type (Pars, Discounts or Quasi-pars) and, where applicable, currency of New
Securities you wish to receive in exchange for the Eligible Securities you tender (except in the case of
Par Brady Bonds and Discount Brady Bonds, in which electronic acceptance notices Discounts will be
deemed to have been elected), and
clearly designate an account at DTC, Euroclear, Clearstream, Luxembourg or Caja de Valores, as
applicable, where your New Securities and any cash payment you are entitled to receive can be
credited upon settlement of the Oer Date (see "" You Must Hold an Account, Either Directly or
Indirectly, at DTC, Euroclear, Clearstream, Luxembourg or Caja de Valores, to Receive New
Securities Upon Settlement of the Oer'' below for further information).
If you fail to or incorrectly designate the type and currency of the New Securities you wish to receive,
you will be deemed to have elected to receive Discounts in the same currency as your tendered Eligible
Securities, except as provided above under ""Currency Denomination of the New Securities.''
Eligible Securities tendered in the Oer will be ""blocked'' for transfers to third parties pending
settlement.
The exchange agent is the entity responsible for, among other things, receiving and processing tenders
made by holders pursuant to the Oer through their respective clearing systems and, at the settlement of the
Oer, delivering the New Securities to the tendering holders. The procedures you must follow to eectively
tender Eligible Securities depend upon the manner in which you hold your Eligible Securities. We summarize
these procedures below. Summary diagrams of the chain-of-tender procedures are also included in Annexes D-1 and D-2 to this prospectus supplement.
If you have any questions regarding the process by which you can tender Eligible Securities, you may
contact the information agent at the phone number listed on the back cover of this prospectus supplement.
If You Hold Eligible Securities in Electronic or Book-Entry Form
We set forth below a description of the procedures generally applicable for tenders of Eligible Securities
held in electronic or book-entry form, followed by a brief summary of specic tender procedures applicable to
S-48
certain clearing systems. In any event, it is your responsibility to inform yourself of, and arrange for timely
tender of your Eligible Securities in accordance with, the procedures applicable to the clearing system
through which you tender your Eligible Securities.
General Procedures
Benecial ownership of Eligible Securities held in electronic or book-entry form generally represents an
interest in a global security that is registered in the name of a clearing system or such clearing system's
nominee. These benecial interests may be held directly if you have an account with the relevant clearing
system, or indirectly through institutions, such as securities brokers and dealers, that have an account with the
relevant clearing system. We refer to institutions that have an account with the relevant clearing system as
""direct participants'' in such system. Only these direct participants may submit electronic acceptance notices
to the relevant clearing system. If you are not a direct participant, you (or your broker, dealer, bank, trust
company, trustee or other custodian on your behalf) must arrange for the direct participant through which you
hold your Eligible Securities to submit an electronic acceptance notice on your behalf to the relevant clearing
system.
Argentina has made special arrangements with certain clearing systems that will allow these clearing
systems to submit electronic acceptance notices on behalf of tendering holders directly to the exchange agent.
These clearing systems will be able to perform this function even with respect to the Eligible Securities that
are not registered in their name (or in the name of their depositary nominee). We refer to these clearing
systems as the ""principal clearing systems.'' They include: DTC, Caja de Valores, Clearstream AG,
Clearstream, Luxembourg, Euroclear, Monte Titoli S.p.A. and SIS AG. For more information you may
contact the information agent. Argentina has designated each of these clearing systems as a principal clearing
system for purposes of the Oer, either because Eligible Securities are registered in the name of such clearing
system (or a nominee of its depositary) or Argentina expects a substantial number of tenders to be submitted
through such clearing system.
For your tender to be eective, a direct participant in a principal clearing system through which you
tender your Eligible Securities must submit an electronic acceptance notice on your behalf to the relevant
principal clearing system prior to 4:15 P.M. (New York City time) on the Expiration Date. The principal
clearing systems will not submit to the exchange agent any electronic acceptance notice they receive after
this time.
Upon receipt of your electronic acceptance notice, the principal clearing system will submit your
electronic acceptance notice to the exchange agent. The receipt of your electronic acceptance notice by a
principal clearing system will result in the blocking of your tendered Eligible Securities in such clearing
system. This will prevent you from being able to transfer your tendered Eligible Securities to third parties.
The exchange agent will establish an account at each of the principal clearing systems for purposes of
receiving tenders of Eligible Securities pursuant to the Oer. The receipt of your electronic acceptance notice
by the principal clearing system will constitute instructions to make a book-entry transfer of your tendered
Eligible Securities into the exchange agent's account at such clearing system. Your tendered Eligible
Securities will be held in the exchange agent's account pending settlement of the exchange on the Settlement
Date. Upon performing the book-entry transfer of your tendered Eligible Securities into the exchange agent's
account, the principal clearing system will deliver to the exchange agent a conrmation of such book-entry
transfer.
None of Argentina, any international joint dealer manager, the information agent, the exchange agent or
the Luxembourg exchange agent will be responsible for ensuring that any electronic acceptance notice is
submitted to or accepted by a principal clearing system or for ensuring that the book-entry transfer into the
exchange agent's account at the relevant clearing system is eected. If your tendered Eligible Securities are
not transferred into the exchange agent's account at the relevant principal clearing system prior to three
business days after the Expiration Date, your tender will be deemed invalid.
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By submitting a valid electronic acceptance notice to a principal clearing system, tendering holders, and
the relevant direct participant on their behalf, shall be deemed to have made the representations and
warranties set forth below under "" Representations, Warranties and Undertakings relating to Tenders of
Eligible Securities'' to Argentina, the international joint dealer managers, the information agent, the exchange
agent and the Luxembourg exchange agent.
Special Instructions for Tenders Through DTC
If your Eligible Securities are held or registered in the name of a nominee of DTC, and you do not hold
your benecial interest in these securities through any other principal clearing system, you may submit your
tender directly through DTC using DTC's Automated Tender Oer Program (""ATOP'') system. To
eectively tender any such Eligible Securities, you must:
instruct DTC (if you are a direct participant in DTC), or arrange to have a direct participant in DTC
instruct DTC on your behalf, to make a book-entry transfer of the Eligible Securities you tender into
the exchange agent's account at DTC, in accordance with DTC procedures for such transfers, and
electronically transmit to DTC (if you are a direct participant in DTC), or arrange to have a direct
participant in DTC electronically transmit to DTC on your behalf, your duly completed electronic
acceptance notice through the ATOP system.
Upon completion of these steps, Argentina expects DTC to transfer the Eligible Securities you tender
into the exchange agent's account at DTC, to deliver to the exchange agent a conrmation of such book-entry
transfer and, upon verifying your acceptance, to send an ""agent's message'' to the exchange agent for its
acceptance of your tender. An ""agent's message'' is a message transmitted by DTC to, and received by, the
exchange agent as part of DTC's conrmation of the book-entry transfer of your Eligible Securities to the
exchange agent's account at DTC. The ""agent's message'' will state that:
DTC has received an express acknowledgment from a DTC participant tendering Eligible Securities on
behalf of the holder of such Eligible Securities,
such DTC participant has received and agrees to be bound by the terms and conditions of the Oer as
set forth in this prospectus supplement and the accompanying prospectus, including the representations
and warranties set forth under "" Representations, Warranties and Undertakings relating to Tenders
of Eligible Securities,'' and
Argentina may enforce such agreement against the DTC participant.
For your tender through DTC to be eective, the exchange agent must receive (i) an agent's message as
described above no later than three business days after the Expiration Date, and (ii) a conrmation of the
book-entry transfer of your Eligible Securities into the exchange agent's account at DTC no later than three
business days after the Expiration Date.
Additional Information for Tenders Through Euroclear or Clearstream, Luxembourg
If you hold Eligible Securities through Euroclear or Clearstream, Luxembourg you may submit (if you
are a direct participant), or arrange to have a direct participant submit on your behalf, an electronic
acceptance notice in accordance with the procedures established by Euroclear or Clearstream, Luxembourg,
as applicable, to participate in this Oer. Participants should refer to the respective notications of Euroclear
and Clearstream, Luxembourg for detailed information regarding tender procedures.
Additional Information for Tenders Through Caja de Valores
If you hold Eligible Securities through Caja de Valores, you may submit (if you are a direct participant),
or arrange to have a direct participant submit on your behalf, an electronic acceptance notice in accordance
with the procedures established by Caja de Valores to participate in this Oer. You may contact Caja de
Valores for assistance in eecting your tender in accordance with the applicable procedures.
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Procedures for Submitting Tenders of Eligible Securities Held Through Any Other Clearing System
If you hold Eligible Securities through any other clearing system, you must follow the procedures
established and deadlines required by such clearing system in order for your tender to be received by a
principal clearing system prior to 4:15 P.M. (New York City time) on the Expiration Date. You may contact
the information agent for assistance in eecting your tender in accordance with the applicable procedures and
deadlines for such other clearing systems.
If You Hold Eligible Securities Through a Custodian or Other Securities Intermediary
If your Eligible Securities are held in the name of a custodian or other securities intermediary, such as a
broker, dealer, bank, trust company or trustee, you must contact such custodian or other securities
intermediary and instruct it to tender your Eligible Securities on your behalf. You should contact your
custodian or other securities intermediary well in advance of the Expiration Date, since your custodian may
have earlier deadlines by which it must receive your instructions in order to have adequate time to meet the
deadlines of the clearing system through which your Eligible Securities are tendered.
A form of paper acceptance notice that you may use to send your instructions to your custodian is
included in Annex G to this prospectus supplement. This form may not be used to submit tenders directly to
the exchange agent, which will only accept notices in electronic form. You should check with your custodian
before using the paper acceptance notice included in Annex G to this prospectus supplement, since your
custodian may require you to deliver your instructions in another manner.
If You Hold Eligible Securities in Physical Form
Eligible Securities held in physical form may not be tendered pursuant to the Oer.
If you hold Eligible Securities in physical form, you may only participate in the Oer by rst exchanging
your physical securities for an interest in the corresponding global security, which will be recorded in bookentry form. This can accomplished by taking the following steps:
select a broker, dealer, bank, trust company, trustee or other custodian that has a direct or indirect
account with the clearing system that acts as depositary for the global security corresponding to your
physical certicate,
surrender the physical certicates representing your Eligible Securities to the trustee or scal agent for
those securities in accordance with the procedures set forth in the scal agency agreement, trust deed
or equivalent document governing your Eligible Securities, and
instruct the trustee or scal agent to exchange the ownership interest represented by your physical
certicate for an interest in the corresponding global security, specifying the account at the relevant
clearing system where your interest in the global security should be credited (you should obtain this
account information from the custodian you selected).
Upon receiving the physical certicates representing your Eligible Securities and your instructions as
specied above, the trustee or scal agent will then take steps to increase the balance outstanding on the global
security corresponding to your Eligible Securities and credit your ownership interest in that global security to
the account at the relevant clearing system designated by you. Upon completing the steps set forth above, the
principal amount and all other terms and conditions of your Eligible Securities will remain unchanged, except
that your ownership of your Eligible Securities will no longer be represented by a separate physical certicate,
but instead will be recorded through an electronic book entry at the relevant clearing system and held through
your custodian.
The process for converting physical securities into securities held in book-entry form as provided above
may entail some delay. Accordingly, if you hold your Eligible Securities in physical form and wish to
participate in the Oer, you should begin this process as soon as possible.
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Once you hold your Eligible Securities in electronic form, you will be able to tender your Eligible
Securities pursuant to the Oer in accordance with the procedures set forth in this prospectus supplement
under ""Terms of the Oer Tender Procedures If You Hold Eligible Securities in Electronic or BookEntry Form.''
If You Hold Eligible Securities in Bearer Form
Tenders of Eligible Securities held in bearer form will not be accepted in the United States.
Procedures for Luxembourg Holders
The Luxembourg exchange agent will perform its duties with respect to tenders submitted in Luxembourg through its oce located at the following address:
The Bank of New York (Luxembourg) S.A.
Aerogolf Center
1A Hoehenhof,
L-1736 Senningerberg,
Luxembourg
If you are in Luxembourg, you may contact the information agent at the address and phone number listed
above for assistance in completing any of the tender procedures described in this prospectus supplement.
Procedures for Holders of Certain Strippable Securities
In order to eectively tender any of the following strippable Eligible Securities, holders of these securities
must reconstitute the original strippable security (including each interest and principal payment) by
submitting to Caja de Valores all interest and principal coupons corresponding to such strippable security:
ISIN: ARARGE030122 Bonex 92;
ISIN: ARARGE044404 Bonex 92, Mar 2002 interest coupon;
ISIN: ARARGE033217 Debt Consolidation Bonds, 5th Series (Pro 10);
ISIN: ARARGE043836 Debt Consolidation Bonds, 5th Series (Pro 10) interest coupon;
ISIN: ARARGE033225 Debt Consolidation Bonds, 5th Series (Pro 9); or
ISIN: ARARGE043844 Debt Consolidation Bonds, 5th Series (Pro 9) Jan 2002 payment coupon.
Tendering holders who wish to tender any of the strippable securities listed above pursuant to the Oer, but
who are incapable of reconstituting the original strippable security, must tender to Caja de Valores the interest
and principal coupons corresponding to such strippable security in their possession and an amount of cash
equal to the aggregate face value of each interest and principal coupon that is not tendered. Upon receiving all
interest and principal coupons of the strippable security and cash in lieu of any missing interest and principal
coupons, Caja de Valores will liaise with the exchange agent to tender the reconstituted strippable securities
on your behalf.
Procedures for Holders of Tax Credit Certicates
If you hold a tax credit certicate (certicado de credito
Eectiveness of Tenders
For your tender of Eligible Securities to be eective:
(1) your duly completed electronic acceptance notice must be received by the principal clearing system
through which you tender your Eligible Securities no later than 4:15 P.M. (New York City time) on
the Expiration Date;
(2) the principal clearing system through which you tender your Eligible Securities must deliver your
duly completed electronic acceptance notice to the exchange agent no later than three business days
after the Expiration Date; and
(3) your tendered Eligible Securities must be transferred into the exchange agent's account at the
principal clearing system through which you tender your Eligible Securities no later than three
business days after the Expiration Date.
You and the principal clearing system through which you tender your Eligible Securities are responsible
for arranging the valid and timely delivery of the electronic acceptance notice to the exchange agent. None of
Argentina, any international joint dealer manager, the information agent, the Luxembourg exchange agent or
the exchange agent will be responsible for the submission of tenders by:
holders (or brokers, dealers, banks, trust companies, trustees or other custodians on their behalf) to
direct participants in a principal clearing system;
direct participants (whether on their own behalf or on behalf of holders who are not direct participants)
to the principal clearing systems; or
the principal clearing systems to the exchange agent.
Delivery of documents to a custodian, direct participant or clearing system (including the principal
clearing systems) does not constitute delivery to the exchange agent or the Luxembourg exchange agent and is
not sucient for an eective tender. Argentina can oer no assurance that any custodian, direct participant or
clearing system (including the principal clearing systems) will follow the procedures outlined above for
purposes of eecting your tender of Eligible Securities, as these procedures are entirely within such parties'
discretion.
Representations, Warranties and Undertakings relating to Tenders of Eligible Securities
By submitting a valid electronic acceptance notice or otherwise validly accepting the terms of the Oer,
you, and (if applicable) the relevant direct participant on your behalf, shall be deemed to acknowledge,
represent, warrant and undertake to Argentina, the information agent, the exchange agent, the Luxembourg
exchange agent and the international joint dealer managers, on each of the dates such notice is submitted, the
Expiration Date and the Settlement Date, that:
1. you have received and reviewed the prospectus supplement and the accompanying prospectus,
2. you accept the Oer in respect of the principal amount of Eligible Securities tendered in your
electronic acceptance notice, subject to the terms and conditions of the Oer as set forth in the
prospectus supplement,
3. subject to and eective upon exchange by Argentina of the Eligible Securities tendered in your
electronic acceptance notice, you renounce all right, title and interest in and to all such Eligible
Securities exchanged by or at the direction of Argentina, and waive and release Argentina and the
trustee or scal agent for such Eligible Securities from any and all claims you may have, now or in
the future, arising out of or related to the Oer and such Eligible Securities, including, without
limitation, any claims that you are entitled to receive additional principal or interest payments with
respect to such Eligible Securities (other than as expressly provided in this prospectus supplement),
4. all authority conferred or agreed to be conferred pursuant to your representations, warranties and
undertakings and all of your obligations shall be binding upon your successors, assigns, heirs,
S-53
executors, trustees in bankruptcy and legal representatives and shall not be aected by, and shall
survive, your death or incapacity,
5. you are solely liable for any taxes and similar or related payments imposed on you under the laws of
any applicable jurisdiction as a result of your participation in the Oer and agree that you will not and
do not have any right of recourse (whether by way of reimbursement, indemnity or otherwise)
against Argentina, any international joint dealer manager, the information agent, the exchange agent,
the Luxembourg exchange agent, the trustee and/or scal agent of the Eligible Securities, the
U.S.-European trustee or any other person in respect of such taxes and payments,
6. you are a person for whom it is lawful to participate in the Oer under applicable securities laws,
7. you have full power and authority to submit for exchange and transfer the Eligible Securities
tendered in your electronic acceptance notice and if such Eligible Securities are accepted for
exchange by Argentina, such Eligible Securities will be transferred to, or to the order of, Argentina
with full title free from all liens, charges and encumbrances, not subject to any adverse claim and
together with all rights attached thereto,
8. you will, upon request, execute and deliver any additional documents and/or do such other things
deemed by Argentina or the exchange agent to be necessary or desirable to complete the transfer and
cancellation of the Eligible Securities tendered in your electronic acceptance notice or to evidence
your power and authority to so tender and transfer such Eligible Securities,
9. you hold, and will hold, until the time of settlement on the Settlement Date, the Eligible Securities
you have tendered blocked in the clearing system through which such securities are held and, in
accordance with the requirements of such clearing system and by the deadline established by such
clearing system, have taken all steps necessary to authorize the blocking of your tendered Eligible
Securities with eect on and from the date your electronic acceptance notice is received by such
clearing system; and, pending the transfer of such Eligible Securities on the relevant Settlement Date
to Argentina or as instructed by Argentina, no transfers of such Eligible Securities may be eected,
10. your Eligible Securities are not the subject of any proceedings against Argentina or the trustee or
scal agent of such Eligible Securities before any court or arbitral tribunal (including claims for
payment of past due interest, principal or any other amount sought in connection with your tendered
Eligible Securities or for compensation of lawyers' costs and court fees), except that, to the extent
that your tendered Eligible Securities are the subject of such proceedings, you agree to abandon the
proceedings if and to the extent that your tendered Eligible Securities are exchanged by or at the
direction of Argentina,
11. to the extent that you have obtained a judgment from any court or tribunal with respect to your
tendered Eligible Securities (including judgments requiring Argentina to make payment of past due
interest, principal or any other amount sought in connection with your tendered Eligible Securities or
for compensation of lawyers' costs and court fees), you hereby irrevocably waive the right to enforce
such judgment against Argentina or the trustee or scal agent of such Eligible Securities if and to the
extent that your tendered Eligible Securities are exchanged by or at the direction of Argentina, and
12. you hereby irrevocably waive all rights awarded and any assets attached for your benet through any
prejudgment attachment ordered by any court against Argentina or the trustee or scal agent of such
Eligible Securities in connection with your tendered Eligible Securities (including claims for
payment of past due interest or any other amount sought in connection with your tendered Eligible
Securities and legal costs) if and to the extent that your tendered Eligible Securities are exchanged
by or at the direction of Argentina.
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Euro-denominated New Securities will be deposited with a common depositary of Euroclear and
Clearstream, Luxembourg and registered in the name of a nominee of that common depositary. You may hold
a benecial interest in euro-denominated New Securities directly if you have an account with either of these
clearing systems, or indirectly, through a nancial institution that has an account with either of these clearing
systems, including Caja de Valores.
New Securities governed by Argentine law will be registered in the name of CRYL. You may hold a
benecial interest in these securities directly, if you have an account with CRYL, or indirectly, through a
nancial institution that has an account with CRYL, including Caja de Valores.
The direct participant that submits your tender must specify in your electronic acceptance notice an
account at DTC, Euroclear, Clearstream, Luxembourg or Caja de Valores, as applicable, where you will
receive your New Securities and any cash payments to which you are entitled upon settlement of the Oer. If
you hold your Eligible Securities through a broker, dealer, bank, trust company, trustee or other custodian, you
must conrm that such custodian holds an account, either directly or indirectly, in one of these clearing
systems. If your custodian does not hold such an account, it will have to establish one for purposes of receiving
your New Securities prior to submitting tenders. Alternatively, you may open an account with a dierent
custodian that has, either directly or indirectly, an account at DTC, Euroclear, Clearstream, Luxembourg or
Caja de Valores, as the case may be, where your New Securities and any cash payments to which you are
entitled can be credited upon settlement of the Oer. In such case, to ensure that the proper account
information is communicated to the exchange agent, you should either: (i) transfer your Eligible Securities to
the new custodian prior to tendering your Eligible Securities, and carry out such tender through such
custodian, or (ii) clearly indicate the account information in the tender instructions you deliver to your old
custodian.
Procedures for Withdrawal of Tenders
If Argentina grants withdrawal rights as provided above under "" Irrevocability; Limited Withdrawal
Rights,'' you, or a direct participant on your behalf, may withdraw your tender by submitting an electronic
withdrawal notice to the principal clearing system through which you submitted your tender. Upon receiving
such instructions the principal clearing system will deliver a notice of withdrawal to the exchange agent,
whereupon the exchange agent will instruct the principal clearing system to transfer the Eligible Securities you
wish to withdraw to the direct participant's account at the clearing system.
In addition, if you have tendered cash to Caja de Valores in lieu of any missing interest or principal
coupons corresponding to the strippable securities listed above under ""Tender Procedures Procedures for
Holders of Strippable Securities,'' the exchange agent will, upon receipt of the notice of withdrawal, instruct
Caja de Valores to transfer such cash amount in accordance with your written instructions.
For the withdrawal of your tender to be eective, the exchange agent must receive your written notice of
withdrawal within 15 calendar days from the date Argentina rst publicly announces (by means of a press
release through the news services) the granting of withdrawal rights.
If you hold your Eligible Securities through a custodian or other securities intermediary, you must
instruct that custodian to arrange for the valid submission of an electronic withdrawal notice to the relevant
principal clearing system.
Any Eligible Security properly withdrawn will be deemed to be not validly tendered for purposes of the Offer.
Argentina can oer no assurance that any custodian, direct participant or clearing system (including the
principal clearing systems) will follow the procedures necessary to withdraw your tender, as these procedures
are entirely within such parties' discretion.
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EXHIBIT L
Page 1 of 16
This regulation was consulted through InfoLEG Ministry of Economy and Public Finance Documentation and Information Center
data base
Ministry of Economy
PUBLIC DEBT
Resolution 50/2002
Modify Resolution N 55/2002 establishing that different National Treasury obligations shall be converted to Pesos all in
accordance with the provisions set forth in Decree N 471/2002
Buenos Aires, 5/30/2002
With reference to MINISTRY OF ECONOMY Registry File N 030-002644/2002, Necessity and Urgency Decree N 471 dated
March 8, 2002 and MINISTRY OF ECONOMY Resolution N 55 dated April 15, 2002, and
WHEREAS
Article 1 of MINISTRY OF ECONOMY Resolution N 55/2002 established that NATIONAL TREASURY obligations detailed in
Exhibit I thereto shall be converted to PESOS, all in accordance with the provisions set forth in articles 1 and 2 of Decree N
471 dated March 8, 2002, and shall bear interest at the rate of TWO PERCENT (2%) per year as of February 3, 2002.
Likewise, in accordance with article 2 of the aforementioned Resolution it was determined that NATIONAL TREASURY
obligations detailed in Exhibit II thereto shall be converted to PESOS all in accordance with the provisions set forth in articles 1
and 3 of Decree N 471 dated March 8, 2002, and shall bear interest at the rates set forth in the aforementioned exhibit as of
February 3, 2002.
In accordance with article 5 of the aforementioned Resolution, it was established that for the purpose of determining the
capital adjusted by the Reference Stabilization Coefficient (CER), the coefficient to be used shall be that reported by BANCO
CENTRAL DE LA REPBLICA ARGENTINA in force TEN (10) business days prior to the maturity date of the pertinent capital
interest or amortization service, with February 3, 2002 being taken as the starting date of the first period.
Certain public debt instruments which should be covered by the measures adopted were omitted from Exhibit I of MINISTRY OF
ECONOMY Resolution N 55/2002.
For the purpose of determining the capital adjusted by the Reference Stabilization Coefficient (CER), an error was detected in
the coefficient utilized, which led to a capitalization higher than that applicable.
It is necessary to detail the public debt instruments to be converted to PESOS and which were omitted from Exhibit I to
MINISTRY OF ECONOMY Resolution N 55/2002, as well as to adjust the conditions of the Secured Loans stipulated in Exhibit II
of the aforementioned Resolution, in order to reflect the situation described in the preceding whereas clause.
The BUREAU OF LEGAL AFFAIRS of this Ministry has acted within its competence.
The undersigned is authorized to issue this measure by virtue of the provisions set forth in article 7 of Necessity and Urgency
Decree N 471 dated March 8, 2002.
Now, therefore,
THE MINISTRY OF ECONOMY
HEREBY RESOLVES:
Article 1 - Substitute Exhibit I of MINISTRY OF ECONOMY Resolution N 55 dated April 15, 2002 with that set forth in Exhibit I
to this Resolution.
Page 2 of 16
Art. 2 - Substitute Exhibit II of MINISTRY OF ECONOMY Resolution N 55 dated April 15, 2002 with that set forth in Exhibit II to
this Resolution.
Art. 3 - Communicate, publish, deliver to the National Official Registry Bureau and file. Roberto Lavagna.
EXHIBIT I
National Public Sector Obligations in force at February 3, 2002,
Denominated in United States Dollars, the applicable law of which is only Argentine Law
Art. 1 and 2 of Decree 471/2002
1Instrument
BONTES 8.75% 5/9/2002
BONTES 11.75% 2003
VARIABLE RATE BONTES 2003
BONTES 11.25% 5-24-2004
BONTES 12.125% 2005
BONTES 11.75% 2006
BONTES 9.9375% 2027
Promissory Note Series III Encuesta (E+400)
Promissory Note Series IV Encuesta (E+330)
Promissory Note Series V Encuesta (E+580)
Promissory Note Series VI Encuesta (E+435)
Promissory Note Series B Badiar (B+300)
Promissory Note Series A Encuesta (E+580)
Promissory Note Series C Badiar Activated (B activated+75)
Variable Rate Government Promissory Note or Bond maturity June 19, 2006 (E+580)
Fixed Rate Government Promissory Note Series I maturity November 30, 2002
Fixed Rate Government Promissory Note Series II maturity December 30, 2002
Floating Rate Government Promissory Notes or Bonds in United States Dollars* (09/27/05)
Floating Rate Government Promissory Notes or Bonds in United States Dollars Series I* (04/24/2003)
Floating Rate Government Promissory Notes or Bonds in United States Dollars Series II* (05/28/2003)
Floating Rate Government Promissory Notes or Bonds in United States Dollars * (07/24/2006)
Floating Rate Government Promissory Notes or Bonds in United States Dollars * (08/08/2006)
Floating Rate Government Promissory Notes or Bonds in United States Dollars Series I* (08/23/2007)
Floating Rate Government Promissory Notes or Bonds in United States Dollars Series II * (09/04/2007)
Hydrocarbon Royalties Consolidation Bonds
Cons. Bonds Prior debt in United States Dollars 2nd Series (Pre 4)
Cons. Bonds Prior debt in United States Dollars 3rd Series (Pre 6)
Consolidation Bonds in United States Dollars 1st Series (Pro 2)
Consolidation Bonds in United States Dollars 2nd Series (Pro 4)
Consolidation Bonds in United States Dollars 3rd Series (Pro 6)
Consolidation Bonds in United States Dollars 4th Series (Pro 8)
Consolidation Bonds in United States Dollars 5th Series (Pro 10)
Outside Bonds 1992 (Bonex 92)
FERROBONDS
Compoundable Interest Rate Treasury Bonds 11.49128% 2000-2020
Compoundable Certificate in United States Dollars 10.5% 1998-2018
Government Bond 9% 2002
Variable Rate Treasury Bonds with maturity 2006
Fiscal Credit Certificate Decree 929/2001
Maturity
May 9, 02
May 21, 03
Jul 21, 03
May 24, 04
May 21, 06
May 15, 06
Sep 19, 27
Apr 24, 02
Aug 22, 02
Oct 30, 02
Feb 16, 04
Aug 7, 02
Aug 7, 02
Aug 7, 02
Jun 19, 06
Nov 30, 02
Dec 30, 02
Sep 27, 05
Apr 24, 03
May 28, 03
Jul 24, 06
Aug 5, 06
Aug 23, 07
Sept 4, 07
Dec 2, 08
Sep 1, 02
Jan 1, 10
Apr 1, 07
Dec 29, 10
Apr 15, 07
Jan 1, 16
Apr 15, 07
Sept 15, 02
Perpetuity
Jun 29, 20
Dec 30, 18
Apr 16, 02
Feb 3, 06
Dec 31, 06
2Instrument
Treasury Bill 105 (02/15/02)
Treasury Bill 108 (02/22/02)
Treasury Bill 106 (03/08/02)
Treasury Bill 90 (03/15/02)
Treasury Bill 109 (03/22/02)
Treasury Bill 104 (04/09/02)
Treasury Bill 107 (04/19/02)
Treasury Bill 110 (05/14/02)
Maturity
Feb 15, 02
Feb 22, 02
Mar 8, 02
Mar 15, 02
Mar 22, 02
Apr 9, 02
Apr 19, 02
May 14, 02
1- and 2
*The obligations mentioned will be converted to pesos at a rate of 1.40/US# and shall be adjusted by the Reference Stabilization Coefficient
(CER).
1Likewise, shall earn infest at an annual rate of 2% as of February 3, 2002, the respective dates and payment frequency of the respective
instruments being maintained in the original manner.
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Dec 20, 06
100%
Feb 3, 02
5.863%
4.00%
Mar 31, 02
101.41689
141.87365
Yes
147.25706
4.00%
Apr 20, 02
Monthly
Full at maturity
Nov 6, 01
Dec 20, 06
100%
Feb 3, 02
4.322%
4.00%
Mar 31, 02
101.06849
141.49589
Yes
146.75119
4.00%
Apr 20, 02
Monthly
Full at maturity
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Dec 4, 08
100%
Feb 3 02
7.00%
4.00%
Mar 31, 02
101.69167
142.36833
Yes
147.65604
4.00%
May 4, 02
Monthly
Full at maturity
Nov 6, 01
Dec 4, 08
100%
Feb 3 02
5.16%
4.00%
Mar 31, 02
101.27567
141.78593
Yes
147.05200
4.00%
May 4, 02
Monthly
Full at maturity
Instrument
Issue Date
Final maturity date
Nov 6, 01
Oct 9, 09
Nov 6, 01
Oct 9, 09
100%
Feb 3, 02
7.00%
4.00%
Mar 31, 02
101.69167
142.36833
Yes
147.65604
4.00%
May 9, 02
Monthly
Full at maturity
100%
Feb 3, 02
5.16%
4.00%
Mar 31, 02
101.27567
141.78593
Yes
147.05200
4.00%
May 9, 02
Monthly
Full at maturity
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Dec 19, 11
100%
Feb 3, 02
7.00%
4.00%
Mar 31, 02
101.69167
142.36833
Yes
147.65604
4.00%
Apr 19, 02
Monthly
6 six-monthly payments
(5 for 16.66% and 1 for 16.7%
starting 6/19/2009)
Nov 6, 01
Dec 19, 11
100%
Feb 3, 02
5.16%
4.000%
Mar 31, 02
101.27567
141.78593
Yes
147.05200
4.00%
Apr 19, 02
Monthly
6 six-monthly payments
(5 for 16.66% and 1 for 16.7%
starting 6/19/2009)
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Apr 7, 12
100%
Feb 3, 02
7.00%
5.000%
Mar 31, 02
101.69167
142.36833
Yes
147.89240
5.00%
May 7, 02
Monthly
Full at maturity
Nov 6, 01
Apr 7, 12
100%
Feb 3, 02
5.16%
5.000%
Mar 31, 02
101.27567
141.78593
Yes
147.28740
5.00%
May 7, 02
Monthly
Full at maturity
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Mar 15, 13
100%
Feb 3, 02
7.00%
5.000%
Mar 31, 02
101.69167
142.36833
Yes
147.89240
5.00%
May 15, 02
Monthly
Full at maturity
Nov 6, 01
Mar 15, 13
100%
Feb 3, 02
5.16%
5.000%
Mar 31, 02
101.27567
141.78593
Yes
147.28740
5.00%
May 15, 02
Monthly
Full at maturity
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Feb 21, 12
100%
Feb 3, 02
7.00%
5.000%
Mar 31, 02
101.69167
142.36833
Yes
147.89240
5.00%
Apr 21, 02
Monthly
Full at maturity
Nov 6, 01
Feb 21, 12
100%
Feb 3, 02
5.16%
5.000%
Mar 31, 02
101.27567
141.78593
Yes
147.28740
5.00%
Apr 21, 02
Monthly
Full at maturity
Instrument
Issue Date
Nov 6, 01
Nov 6, 01
Jun 15, 15
100%
Feb 3, 02
7.00%
5.000%
Mar 31, 02
101.69167
142.36833
Yes
147.89240
5.00%
May 15, 02
Monthly
Full at maturity
Jun 15, 15
100%
Feb 3, 02
5.16%
5.000%
Mar 31, 02
101.27567
141.78593
Yes
147.28740
5.00%
May 15, 02
Monthly
Full at maturity
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Jan 30, 17
100%
Feb 3, 02
7.00%
5.000%
Mar 31, 02
101.69167
142.36833
Yes
147.89240
5.00%
Apr 30, 02
Monthly
Full at maturity
Nov 6, 01
Jan 30, 17
100%
Feb 3, 02
5.16%
5.000%
Mar 31, 02
101.27567
141.78593
Yes
147.28740
5.00%
Apr 30, 02
Monthly
Full at maturity
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Jun 19, 18
100%
Feb 3, 02
7.00%
5.000%
Jun 19, 06
101.69167
142.36833
Yes
To be determined
5.00%
Jul 19, 06
Monthly
5 equal 6-monthly payments
as of Jun 19, 16
Nov 6, 01
Jun 19, 18
100%
Feb 3, 02
5.16%
5.000%
Mar 31, 02
101.27567
141.78593
Yes
To be determined
5.00%
Jul 19, 06
Monthly
5 equal 6 monthly payments
as of Jun 19, 16
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Feb 25, 19
100%
Feb 3, 02
7.00%
5.000%
Mar 31, 02
101.69167
142.36833
Yes
147.89240
5.00%
Apr 25, 02
Monthly
Full at maturity
Nov 6, 01
Feb 25, 19
100%
Feb 3, 02
5.16%
5.000%
Mar 31, 02
101.27567
141.78593
Yes
147.28740
5.00%
Apr 25, 02
Monthly
Full at maturity
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Feb 1, 20
100%
Feb 3, 02
7.00%
5.000%
Mar 31, 02
101.69167
142.36833
Yes
147.89240
5.00%
May 1, 02
Monthly
Full at maturity
Nov 6, 01
Feb 1, 20
100%
Feb 3, 02
5.16%
5.000%
Mar 31, 02
101.27567
141.78593
Yes
147.28740
5.00%
May 1, 02
Monthly
Full at maturity
Instrument
Issue Date
Nov 6, 01
Nov 6, 01
Sep 19, 27
100%
Feb 3, 02
6.825%
5.000%
Mar 31, 02
101.64936
142.30913
Yes
147.83090
5.00%
Apr 19, 02
Monthly
Full at maturity
Sep 19, 27
100%
Feb 3, 02
5.031%
5.000%
Mar 31, 02
101.24378
141.74129
Yes
147.24102
5.00%
Apr 19, 02
Monthly
Full at maturity
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Nov 6, 01
Mar 1, 32
Mar 1, 32
100%
100%
Feb 3, 02
Feb 3, 02
6.213%
4.58%
5.000%
5.000%
Mar 31, 02
Mar 31, 02
101.50148
101.13228
142.10207
141.58519
Yes
Yes
147.61580
147.07887
5.00%
5.00%
Apr 19, 02
Apr 19, 02
Monthly
Monthly
42 six-monthly payments of 1.596% as of 3/1/2007 through 9/1/2027
8 six-monthly payments of 3.192% as of 3/1/2008 through 9/1/2031
1 final payment of 7.432% on 3/1/2032
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Jul 21, 30
100%
Feb 3, 02
7.00%
5.000%
Mar 31, 02
101.69167
142.36833
Yes
147.89240
5.00%
Apr 21, 02
Monthly
Full at maturity
Nov 6, 01
Jul 21, 30
100%
Feb 3, 02
5.16%
5.000%
Mar 31, 02
101.27567
141.78593
Yes
147.28740
5.00%
Apr 21, 02
Monthly
Full at maturity
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Jan 31, 31
100%
Feb 3, 02
7.00%
5.000%
Mar 31, 02
101.69167
142.36833
Yes
147.89240
5.00%
Apr 30, 02
Monthly
Full at maturity
Nov 6, 01
Jan 31, 31
100%
Feb 3, 02
5.16%
5.000%
Mar 31, 02
101.27567
141.78593
Yes
147.28740
5.00%
Apr 30, 02
Monthly
Full at maturity
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Jun 19, 31
100%
Feb 3, 02
7.00%
5.000%
Jun 19, 06
101.69167
142.36833
Yes
147.89240
5.00%
Apr 30, 02
Monthly
Full at maturity
Nov 6, 01
Jun 19, 31
100%
Feb 3, 02
5.16%
5.000%
Jun 19, 06
101.27567
141.78593
Yes
147.28740
5.00%
Jul 19, 06
Monthly
Full at maturity
Issue Date
Nov 6, 01
Sep 19, 11
100%
Feb 3, 02
7.00%
4.000%
Mar 31, 02
101.69167
142.36833
Yes
147.65604
4.00%
Apr 19, 02
Monthly
Full at maturity
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
May 9, 05
100%
Feb 3, 02
6.125%
3.000%
Mar 31, 02
101.48021
142.07229
Yes
147.11312
3.00%
May 9, 02
Monthly
Full at maturity
Nov 6, 01
May 9, 05
100%
Feb 3, 02
4.515%
3.000%
Mar 31, 02
101.11621
141.56269
Yes
146.58544
3.00%
May 9, 02
Monthly
Full at maturity
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
May 21, 06
100%
Feb 3, 02
7.000%
3.000%
Mar 31, 02
101.69167
142.36833
Yes
147.41967
3.00%
Apr 21, 02
Monthly
Full at maturity
Nov 6, 01
May 21, 05
100%
Feb 3, 02
5.160%
3.000%
Mar 31, 02
101.27567
141.78593
Yes
146.81660
3.00%
Apr 21, 02
Monthly
Full at maturity
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Jul 21, 06
100%
Feb 3, 02
5.160%
3.000%
Mar 31, 02
101.27567
141.78593
Yes
148.81660
3.00%
Apr 21, 02
Monthly
Full at maturity
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
May 24, 07
100%
Feb 3, 02
7.00%
4.000%
Mar 31, 02
101.69167
142.36833
Yes
147.65604
4.00%
Apr 24, 02
Monthly
Full at maturity
Nov 6, 01
May 24, 07
100%
Feb 3, 02
5.16%
4.000%
Mar 31 02
101.27567
141.78593
Yes
147.06200
4.00%
Apr 24, 02
Monthly
Full at maturity
Instrument
Issue Date
Nov 6, 01
Nov 6, 01
May 21, 08
100%
Feb 3, 02
7.00%
4.000%
Mar 31, 02
101.69167
142.36833
Yes
147.65604
4.00%
Apr 21, 02
Monthly
Full at maturity
May 21, 08
100%
Feb 3, 02
5.16%
4.000%
Mar 31, 02
101.27567
141.78593
Yes
147.05200
4.00%
Apr 21, 02
Monthly
Full at maturity
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
May 15, 09
100%
Feb 3, 02
7.00%
4.000%
Mar 31, 02
101.69167
142.36833
Yes
147.65604
4.00%
May 15, 02
Monthly
Full at maturity
Nov 6, 01
May 15, 09
100%
Feb 3, 02
5.16%
4.000%
Mar 31, 02
101.27567
141.78593
Yes
147.05200
4.00%
May 15, 02
Monthly
Full at maturity
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Sep 19, 27
100%
Feb 3, 02
6.956%
5.000%
Mar 31, 02
101.68103
142.35345
Yes
147.87694
5.00%
Apr 24, 02
Monthly
Full at maturity
Nov 6, 01
Sep 19, 27
100%
Feb 3, 02
5.128%
5.000%
Mar 31, 02
101.26776
141.77486
Yes
147.27590
5.00%
Apr 24, 02
Monthly
Full at maturity
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Apr 24, 05
100%
Feb 3, 02
5.160%
3.000%
Mar 31 02
101.27667
141.78593
Yes
148.81660
3.00%
Apr 21, 02
Monthly
Full at maturity
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Apr 24, 05
100%
Feb 3, 02
5.160%
3.000%
Mar 31, 02
101.27667
141.27667
Yes
148.81660
3.00%
Apr 22, 02
Monthly
Full at maturity
Issue Date
Nov 6, 01
Oct 30, 05
100%
Feb 3, 02
5.160%
3.000%
Mar 31, 02
101.27567
141.78593
Yes
148.81660
3.00%
Apr 30, 02
Monthly
Full at maturity
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Feb 16, 07
100%
Feb 3, 02
5.160%
4.000%
Mar 31, 02
101.27567
141.78593
Yes
147.05200
4.00%
Apr 16, 02
Monthly
Full at maturity
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Aug 7, 05
100%
Feb 3, 02
5.160%
3.000%
Mar 31, 02
101.27567
141.78593
Yes
148.81660
3.00%
May 7, 02
Monthly
Full at maturity
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Subsequent capitalization rate
Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization
Nov 6, 01
Aug 7, 05
100%
Feb 3, 02
5.160%
3.000%
Mar 31, 02
101.27567
141.78593
Yes
146.81660
3.00%
May 7, 02
Monthly
Full at maturity
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Subsequent capitalization rate
Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization
Nov 6, 01
Aug 7, 05
100%
Feb 3, 02
5.160%
3.000%
Mar 31, 02
101.27567
141.78593
Yes
146.81660
3.00%
May 7, 02
Monthly
Full at maturity
Instrument
Issue Date
Final maturity date
Nov 6, 01
Jun 19, 02
100%
Feb 3, 02
5.160%
4.000%
Mar 31, 02
101.27567
141.78593
Yes
147.05200
4.00%
Apr 19, 02
Monthly
Full at maturity
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Nov 30, 05
100%
Feb 3, 02
5.160%
3.000%
Mar 31, 02
101.27567
141.78593
Yes
148.61660
3.00%
Apr 30, 02
Monthly
Full at maturity
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Dec 23, 05
100%
Feb 3 02
5.160%
3.000%
Mar 31, 02
101.27567
141.78593
Yes
146.81660
3.00%
Apr 23, 02
Monthly
Full at maturity
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Subsequent capitalization rate
Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization
Nov 6, 01
Sep 27, 08
100%
Feb 3, 02
5.160%
4.000%
Mar 31, 02
101.27567
141.78593
Yes
147.05200
4.00%
Apr 23, 02
Monthly
Full at maturity
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Subsequent capitalization rate
Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization
Nov 6, 01
Apr 24, 06
100%
Feb 3, 02
5.160%
3.000%
Mar 31, 02
101.27567
141.78593
Yes
148.81660
3.00%
Apr 24, 02
Monthly
Full at maturity
Instrument
Issue Date
Nov 6, 01
May 28, 06
100%
Feb 3, 02
5.160%
3.000%
Mar 31, 02
101.27567
141.78593
Yes
148.81660
3.00%
Apr 28, 02
Monthly
Full at maturity
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Jul 24, 09
100%
Feb 3, 02
5.160%
4.000%
Mar 31, 02
101.27567
141.78593
Yes
147.05200
4.00%
Apr 24, 02
Monthly
Full at maturity
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Aug 6, 09
100%
Feb 3, 02
5.160%
4.000%
Mar 31, 02
101.27567
141.78593
Yes
147.05200
4.00%
May 6, 02
Monthly
Full at maturity
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Subsequent capitalization rate
Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization
Nov 6, 01
Sep 23, 10
100%
Feb 3, 02
5.160%
4.000%
Mar 31, 02
101.27567
141.78593
Yes
147.05200
4.00%
Apr 23, 02
Monthly
Full at maturity
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Subsequent capitalization rate
Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization
Nov 6, 01
Sep 4, 10
100%
Feb 3, 02
5.160%
4.000%
Mar 31, 02
101.27567
141.78593
Yes
147.05200
4.00%
May 4, 02
Monthly
Full at maturity
Instrument
Issue Date
Nov 6, 01
10
Dec 2, 11
100%
Feb 3, 02
1.512%
4.000%
Mar 31, 02
100.37380
140.52332
Yes
145.74250
4.00%
May 2, 02
Monthly
Full at maturity
85 monthly payments, 84 of 1.19%
and 1 of 0.04% , 1st payment 12/02/2004
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Sep 1, 05
100%
Feb 3, 02
1.512%
3.000%
Mar 31, 02
100.37380
140.52332
Yes
145.50919
3.00%
May 1, 02
Monthly
10 monthly payments, 9 of 9.924%
and 1 of 10.684% , 1st payment 12/01/2004
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Apr 1, 10
100%
Feb 3, 02
1.512%
4.000%
Mar 31, 02
100.37380
140.52332
Yes
145.74250
4.00%
May 1, 02
Monthly
65 monthly payments, 64 of 1.561%
and 1 of 0.096% , 1st payment 12/01/2004
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Jan 1, 13
100%
Feb 3, 02
1.512%
4.000%
Jan 1, 06
100.37380
140.52332
Yes
To be determined
4.00%
Feb 1, 06
Monthly
47 of 2.08% and 1 of 2.24%,
1st payment 2/01/2009
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Dec 26, 13
100%
Feb 3, 02
1.512%
4.000%
Mar 31, 02
100.37380
140.52332
Yes
145.74250
4.00%
Apr 28, 02
Monthly
110 monthly payments, 109 of 0.917%
and 1 of 0.047% , 1st payment 12/28/2004
11
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Apr 15, 10
100%
Feb 3, 02
1.512%
4.000%
Mar 31, 02
100.37380
140.52332
Yes
145.74250
4.00%
May 15, 02
Monthly
22 quarterly payments, 21 of 4.545%
and 1 of 4.555% , 1st payment 1/15/2005
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Jan 1, 10
100%
Feb 3, 02
1.512%
5.000%
Jan 1, 06
100.37380
140.52332
Yes
To be determined
5.00%
Feb 1, 06
Monthly
120 monthly payments, 119 of 0.84%
and 1 of 0.04% , 1st payment 2/01/2009
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Apr 15, 10
100%
Feb 3, 02
1.512%
4.000%
Nov 31, 02
100.37380
140.52332
Yes
145.74250
4.00%
May 15, 02
Monthly
16 quarterly payments of 6.25%
1st payment 07/15/2006
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Mar 31, 08
100%
Feb 3, 02
2.08075%
3.000%
Mar 31, 02
100.51441
140.72017
Yes
145.71303
3.00%
Apr 30, 02
Monthly
7 six-monthly payments, (6 of 14.286%
and 1 of 14.284%) starting 03/31/2005
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Nov 30, 05
100%
Feb 3, 02
7.00%
3.000%
Mar 31, 02
Nov 6, 01
Nov 30, 05
100%
Feb 3, 02
5.180%
3.000%
Mar 31, 02
12
101.69167
142.36833
Yes
147.41967
3.00%
Apr 30, 02
Monthly
Full at maturity
101.27567
141.78593
Yes
148.81660
3.00%
Apr 30, 02
Monthly
Full at maturity
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Apr 10, 08
100%
Feb 3, 02
7.00%
4.000%
Mar 31, 02
101.69167
142.36833
Yes
147.65604
4.00%
May 10, 02
Monthly
Full at maturity
Nov 6, 01
Apr 10, 08
100%
Feb 3, 02
5.160%
4.000%
Mar 31, 02
101.27567
141.78593
Yes
147.05200
4.00%
May 10, 02
Monthly
Full at maturity
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Sep 15, 05
100%
Feb 3, 02
5.160%
4.000%
Mar 31, 02
101.27567
141.78593
Yes
147.05200
4.00%
May 6, 02
Monthly
Full at maturity
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Sep 15, 05
100%
Feb 3, 02
1.512%
3.000%
Mar 31, 02
100.37380
140.52332
Yes
145.50919
3.00%
May 15, 02
Monthly
Full at maturity
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Mar 15, 16
100%
Feb 3, 02
2.800%
4.000%
Mar 31, 02
100.67667
140.94733
Yes
146.18226
4.00%
May 15, 02
Monthly
23 six-monthly payments (22 of
4.343% and 1 of 4.454%)
Starting 03/15/2005
Nov 6, 01
Mar 15, 16
100%
Feb 3, 02
2.064%
4.000%
Mar 31, 02
100.51027
140.71437
Yes
145.94065
4.00%
May 15, 02
Monthly
23 six-monthly payments (22 of
4.343% and 1 of 4.454%)
starting 03/15/2005
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Perpetuity
100%
Feb 3, 02
1.512%
13
5.000%
Mar 31, 02
100.3738
140.52332
Yes
145.97580
5.00%
May 1, 02
Monthly
Perpetuity
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Feb 3, 09
100%
Feb 3, 02
5.160%
4.000%
Mar 31, 02
101.27567
141.78593
Yes
147.05200
4.00%
May 3, 02
Monthly
16 quarterly payments of 6.25% starting 05/03/2005
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Jun 29, 20
100%
Feb 3, 02
7.000%
5.500%
Jun 29, 20
101.69167
142.36833
Yes
To be determined
Full at maturity
Instrument
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Dec 30, 18
100%
Feb 3, 02
0.000%
5.500%
Dec 30, 18
101.69167
142.36833
Yes
To be determined
Full at maturity
Instrument
Secured Loan
Maturity 2006 7%
Converted to pesos
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Subsequent capitalization rate
Capitalize through
% Value Capitalized at Feb 3 2002
% Pesified Value
CER adjustment post-Feb 3 2002
Value % capitalized at Mar 31 2002
Interest rate
First Interest Coupon
Subsequent interest payments
Amortization
Nov 6, 01
Jul 21, 06
100%
Feb 3, 02
7.00%
3%
Mar 31, 02
101.69167
142.36833
Yes
147.41967
3%
Apr 21, 02
Monthly
Full at maturity
Instrument
Secured Loan
Maturity 2009 7%
Converted to pesos
Issue Date
Final maturity date
Percentage par value
Nov 6, 01
Jun 19, 09
100%
14
Feb 3, 02
7.00%
4%
Mar 31, 02
101.69167
142.36833
Yes
147.65604
4%
Apr 19, 02
Monthly
Full at maturity
Instrument
Secured Loan
Compoundable 2011 USD - 7%
Converted to pesos
Issue Date
Final maturity date
Percentage par value
Capitalization rate through
Nov 6, 01
Nov 6, 11
100%
Feb 3, 02
7.00%
5.500%
Nov 06, 10
101.69167
142.36833
Yes
To be determined
5.50%
Dec 06, 10
Monthly
4 equal quarterly payments as of Feb 06 11
15
AFFIDAVIT OF TRANSLATOR
REGARDING ACCURACY OF TRANSLATION
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; .
1
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'
Notary Public
...,....
No. IISH61541G
Q.IIW .. Rldlo.. Ceatr.
Ctrdlade 11e .. New Yn C..aty
MJ CMIIII... kpiN Oct. 23,
' .-
'
Ministerio de Economa
Page 1 of 21
Case 15-1047, Document 27, 05/11/2015, 1507447, Page254 of 366
Esta norma fue consultada a travs de InfoLEG, base de datos del Centro de Documentacin e Informacin, Ministerio de Economa y
Finanzas Pblicas.
Ministerio de Economa
DEUDA PUBLICA
Resolucin 50/2002
Modifcase la Resolucin N 55/2002, por la que se establecieron que diversas obligaciones del Tesoro
Nacional, sern convertidas a Pesos en un todo de acuerdo a lo establecido por el Decreto N 471/2002.
Bs. As., 30/5/2002
VISTO el Expediente N 030-002644/2002 del Registro del MINISTERIO DE ECONOMIA, el Decreto de Necesidad
y Urgencia N 471 de fecha 8 de marzo de 2002 y la Resolucin del MINISTERIO DE ECONOMIA N 55 de fecha
15 de abril de 2002, y
CONSIDERANDO:
Que por el artculo 1 de la Resolucin del MINISTERIO DE ECONOMIA N 55/2002 se estableci que las
obligaciones del TESORO NACIONAL detalladas en el Anexo I de la misma, sern convertidas a PESOS en un
todo de acuerdo a lo establecido en los artculos 1 y 2 del Decreto N 471 de fecha 8 de marzo de 2002 y
devengarn intereses a la tasa del DOS POR CIENTO (2%) anual a partir del 3 de febrero de 2002.
Que asimismo por el artculo 2 de la mencionada Resolucin, se determin que las obligaciones del TESORO
NACIONAL detalladas en el Anexo II de la misma, sern convertidas a PESOS en un todo de acuerdo a lo
establecido en los artculos 1 y 3 del Decreto N 471 de fecha 8 de marzo de 2002 y devengarn intereses a las
tasas que se detallan en el citado anexo a partir del 3 de febrero de 2002.
Que por el artculo 5 de la Resolucin antes citada, se estableci que a los efectos de determinar el capital
ajustado por el Coeficiente de Estabilizacin de Referencia (CER) se tomar el coeficiente informado por el BANCO
CENTRAL DE LA REPUBLICA ARGENTINA correspondiente a DIEZ (10) das hbiles anteriores a la fecha de
vencimiento del servicio de inters o amortizacin de capital correspondiente, considerndose para el primer
perodo como fecha inicial el 3 de febrero de 2002.
Que en el Anexo I de la Resolucin del MINISTERIO DE ECONOMIA N 55/2002 se omitieron ciertos instrumentos
de deuda pblica que deben ser alcanzados por las medidas adoptadas.
Que a los efectos de determinar el capital ajustado por el Coeficiente de Estabilizacin de Referencia (CER) se
detect un error en el coeficiente utilizado, lo que trajo aparejado una capitalizacin mayor a la que correspondera.
Que resulta necesario detallar los instrumentos de deuda pblica que deben ser convertidos a PESOS y que fueron
omitidos en el Anexo I de la Resolucin del MINISTERIO DE ECONOMIA N 55/2002, as como tambin adecuar
las condiciones de los Prstamos Garantizados estipuladas en el Anexo II de la citada Resolucin, a fin de reflejar
la situacin descripta en el considerando anterior.
Que la DIRECCION GENERAL DE ASUNTOS JURIDICOS de este Ministerio, ha tomado la intervencin que le
compete.
Que el suscrito se encuentra facultado para el dictado de la presente medida en virtud de lo dispuesto por el artculo
7 del Decreto de Necesidad y Urgencia N 471 de fecha 8 de marzo de 2002.
Por ello,
EL MINISTRO DE ECONOMIA
RESUELVE:
Artculo 1 Sustityese el Anexo I de la Resolucin del MINISTERIO DE ECONOMIA N 55 de fecha 15 de abril
de 2002, por el que obra como Anexo I de la presente Resolucin.
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1/20/2015
Ministerio de Economa
Page 2 of 21
Case 15-1047, Document 27, 05/11/2015, 1507447, Page255 of 366
Art. 2 Sustityese el Anexo II de la Resolucin del MINISTERIO DE ECONOMIA N 55 de fecha 15 de abril de
2002, por el que obra como Anexo II de la presente Resolucin.
Art. 3 Comunquese, publquese, dse a la Direccin Nacional del Registro Oficial y archvese. Roberto
Lavagna.
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1/20/2015
Ministerio de Economa
Page 3 of 21
Case 15-1047, Document 27, 05/11/2015, 1507447, Page256 of 366
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Case 15-1047, Document 27, 05/11/2015, 1507447, Page257 of 366
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Ministerio de Economa
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Ministerio de Economa
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Ministerio de Economa
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EXHIBIT M
Page 1 of 4
CD1
This standard was consulted through InfoLEG, database of the Documentation and information Center, Ministry of the Economy and Public Finances.
10/20/2014
Page 2 of 4
That the GENERAL DIRECTORATE OF LEGAL AFFAIRS of this Ministry has intervened as authorized.
That the undersigned possesses the authority to issue this measure as set out in Article 7 of Decree No. 471 dated March 8, 2002.
Therefore,
THE MINISTRY OF THE ECONOMY
RESOLVES:
Article 1 To decide that the NATIONAL TREASURY obligations itemized in Annex I of this Resolution will be converted into
PESOS in full compliance with the provisions of Articles 1 and 2 of Decree No. 471 of March 8, 2002 and will produce interest at the
annual rate of TWO PERCENT (2%) from February 3, 2002.
Article 2 To decide that the NATIONAL TREASURY obligations itemized in Annex II of this Resolution will be converted into
PESOS in full compliance with the provisions of Articles 1 and 3 of Decree No. 471 of March 8, 2002 and will produce interest at the
rates indicated in detail in the cited annex from February 3, 2002.
Article 3 - To decide that the Guaranteed Loan at fixed rate RA $ 08 will be deemed to be issued in UNITED STATES DOLLARS
and will be converted into PESOS, in full compliance with the provisions of Articles 1 and 3 of Decree No. 471 of March 8, 2002 and
will produce interest at the annual rate of FOUR PERCENT (4%) from February 3, 2002.
Article 4 The National Public Sector obligations, valid as of February 3, 2002 and implemented through Government Bonds and
Guaranteed Loans originally issued in PESOS will maintain their originally agreed terms.
Article 5 In order to determine the principle adjusted by the Reference Stabilization Coefficient (CER),
the coefficient reported by the CENTRAL BANK OF THE ARGENTINE REPUBLIC corresponding to TEN (10) banking days prior
to the maturity date of the corresponding interest or capital amortization service will be adopted, considering February 3, 2002 as the
initial date for the first period.
Article 6 The values of the Tax Credit Certificates representing government bonds that were converted to PESOS will be adapted as
set out in Articles 4 of Decree No. 471 of March 8, 2002. CAJA DE VALORES S.A. [Securities Depository, Inc.] will adjust the
values by the Reference Stabilization Coefficient (CER) corresponding to the day of transfer to the accounts of the FEDERAL
ADMINISTRATION OF PUBLIC REVENUE [Administracion Federal De Ingresos Publicos] (AFIP).
Article 7 Notify, publish, transmit to the National Directorate of the Official Registry and file. - Jorge Remes Lenicov.
ANNEX I
(Annex I replaced by Article 1 of Resolution No. 50/2002 of the Ministry of the Economy B.O. [Boletn Oficial: Official Gazette]
5/31/2002)
[illegible]
ANNEX II
(Annex II replaced by Article 2 of Resolution No. 50/2002 of the Ministry of the Economy B.O. 5/31/2002)
[illegible]
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10/20/2014
AFFIDAVIT OF TRANSLATOR
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Ministerio de Economa
Page 1 of 23
Case 15-1047, Document 27, 05/11/2015, 1507447, Page279 of 366
Esta norma fue consultada a travs de InfoLEG, base de datos del Centro de Documentacin e Informacin, Ministerio de Economa y
Finanzas Pblicas.
Ir al texto actualizado
Ministerio de Economa
DEUDA PUBLICA
Resolucin 55/2002
Determnase que algunas obligaciones del Tesoro Nacional sern convertidas a pesos y que asimismo el
Prstamo Garantizado a tasa fija RA $ 08 se considerar emitido en DOLARES y ser convertido a pesos, en
el marco del Decreto N 471/2002. Intereses. Certificados de Crdito Fiscal. Adecuacin de valores.
Condiciones para las obligaciones del Sector Pblico Nacional instrumentadas mediante Ttulos Pblicos y
Prstamos Garantizados.
Bs. As., 15/4/2002
VISTO el Expediente N 030-002644/2002 del Registro del MINISTERIO DE ECONOMIA, la Ley N 25.561, el
Decreto N 471 de fecha 8 de marzo de 2002, y
CONSIDERANDO:
Que por la Ley N 25.561 se delegaron facultades al PODER EJECUTIVO NACIONAL, entre otras, para proceder al
reordenamiento del sistema financiero, bancario y del mercado de cambios, de crear condiciones para el
crecimiento econmico sustentable y compatible con la reestructuracin de las obligaciones en curso de ejecucin,
afectadas por el nuevo rgimen cambiario instituido.
Que el PODER EJECUTIVO NACIONAL, actuando dentro del marco de la Ley N 25.561 y en uso de las facultades
conferidas por el artculo 99, inciso 3 de la CONSTITUCION NACIONAL, dict el Decreto N 471/2002, por el que
se establecieron un conjunto de disposiciones.
Que por el artculo 1 del citado decreto se dispuso transformar a PESOS las obligaciones del Sector Pblico
Nacional, Provincial y Municipal vigentes al 3 de febrero de 2002, denominadas en DOLARES
ESTADOUNIDENSES u otra moneda extranjera, cuya ley aplicable fuera solamente la ley argentina.
Que asimismo por los artculo 2 y 3 se establecieron las nuevas tasas de inters de los ttulos pblicos nacionales
que se convirtieron a PESOS.
Que en la conversin de deuda realizada en el marco del Decreto N 1387/2001 e instrumentada mediante la
Resolucin del MINISTERIO DE ECONOMIA N 767/2001 se estableci que los tenedores de "BONOS
EXTERNOS GLOBALES DE LA REPUBLICA ARGENTINA EN PESOS 10% 2001-2004 y 12% 2004-2008" que se
presentaran a la conversin por prstamos garantizados mantendrn la opcin de recibir el pago de los servicios de
intereses y amortizacin en PESOS o DOLARES ESTADOUNIDENSES, tal como se estableca en las condiciones
de emisin del ttulo en cuestin.
Que a efectos de preservar la igualdad entre quienes tenan sus acreencias en DOLARES ESTADOUNIDENSES o
podan recibir el pago de su renta en dicha moneda, se considera conveniente tratar al Prstamo Garantizado a
tasa fija RA $ 08, como si fuera un prstamo garantizado en DOLARES ESTADOUNIDENSES sujeto a conversin
a PESOS.
Que se entiende conveniente detallar los ttulos pblicos alcanzados por las medidas adoptadas.
Que las obligaciones del Sector Pblico Nacional, vigentes al 3 de febrero de 2002 e instrumentadas mediante
Ttulos Pblicos y Prstamos Garantizados emitidos originalmente en PESOS mantendrn las condiciones de
emisin originalmente pactadas.
Que resulta necesario establecer el mecanismo de aplicacin del Coeficiente de Estabilizacin de Referencia (CER)
a los fines de determinar el capital ajustado. Dado que por razones operativas es conveniente desfasarlo DIEZ (10)
das lo que provoca que est indeterminado para el primer perodo, se entendi conveniente que en este caso la
fecha inicial fuera el 3 de febrero de 2002 ya que para ese perodo previo las variaciones no resultan significativas.
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Page 2 of 23
Case 15-1047, Document 27, 05/11/2015, 1507447, Page280 of 366
Que asimismo se deberan adecuar los valores de los Certificados de Crdito Fiscal que representen a ttulo pblico
que se hubieran convertido a PESOS.
Que la DIRECCION GENERAL DE ASUNTOS JURIDICOS de este Ministerio, ha tomado la intervencin que le
compete.
Que el suscrito se encuentra facultado para el dictado de la presente medida en virtud de lo dispuesto por el artculo
7 del Decreto N 471 de fecha 8 de marzo de 2002.
Por ello,
EL MINISTRO DE ECONOMIA
RESUELVE:
Artculo 1 Determnase que las obligaciones del TESORO NACIONAL detallados en el Anexo I de la presente
Resolucin, sern convertidos a PESOS en un todo de acuerdo a lo establecido en los artculos 1 y 2 del Decreto
N 471 de fecha 8 de marzo de 2002 y devengarn intereses a la tasa de DOS POR CIENTO (2%) anual a partir del
3 de febrero de 2002.
Art. 2 Determnase que las obligaciones del TESORO NACIONAL detalladas en el Anexo II de la presente
Resolucin, sern convertidas a PESOS en un todo de acuerdo a lo establecido en los artculos 1 y 3 del Decreto
N 471 de fecha 8 de marzo de 2002 y devengarn intereses a las tasas que se detallan en el citado anexo a partir
del 3 de febrero de 2002.
Art. 3 Determnase que el Prstamo Garantizado a tasa fija RA $ 08 se considerar como emitido en DOLARES
ESTADOUNIDENSES y ser convertido a PESOS en un todo de acuerdo a lo establecido en los artculos 1 y 3
del Decreto N 471 de fecha 8 de marzo de 2002 y devengarn intereses a la tasa del CUATRO POR CIENTO (4%)
anual a partir del 3 de febrero de 2002.
Art. 4 Las obligaciones del Sector Pblico Nacional vigentes al 3 de febrero de 2002 e instrumentadas mediante
Ttulos Pblicos y Prstamos Garantizados emitidos originalmente en PESOS, mantienen las condiciones de
emisin originalmente pactadas.
Art. 5 A los efectos de determinar el capital ajustado por el Coeficiente de Estabilizacin de Referencia (CER)
se tomar el coeficiente informado por el BANCO CENTRAL DE LA REPUBLICA ARGENTINA correspondiente a
DIEZ (10) das hbiles anteriores a la fecha de vencimiento del servicio de inters o amortizacin de capital
correspondiente, considerndose para el primer perodo como fecha inicial el 3 de febrero de 2002.
Art. 6 Los Certificados de Crdito Fiscal que representen a ttulos pblicos que se hubieran convertido a
PESOS, adecuarn sus valores en funcin a lo establecido en el artculo 4 del Decreto N 471 de fecha 8 de
marzo de 2002. La CAJA DE VALORES S.A. ajustar los valores por el Coeficiente de Estabilizacin de Referencia
(CER) correspondiente al da de la transferencia a las cuentas de la ADMINISTRACION FEDERAL DE INGRESOS
PUBLICOS (AFIP).
Art. 7 Comunquese, publquese, dse a la Direccin Nacional del Registro Oficial y archvese. Jorge Remes
Lenicov.
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EXHIBIT N
Page 1 of 4
This regulation was consulted through InfoLEG Ministry of Economy and Public Finance Documentation and Information Center
data base.
PUBLIC DEBT
Decree 471/2002
Determine the treatment to be given to indebtedness originally taken out in United States dollars or other foreign currency
by the National, Provincial and Municipal Public Sector when such obligations are subject to Argentine law. Conditions for
obligations implemented by means of Secured Loans and for Tax Credit Certificates recorded in Caja de Valores, S.A. Term.
Buenos Aires, 3/8/2002
WITH RESPECT TO aw N 25,561, Decrees N 979 dated August 1, 2001, 1005 dated August 9, 2001, 1226 dated October 2,
2001, 1387, dated November 1, 2001, amended by Decree N 1506 dated November 22, 2001, 1646 dated December 12, 2001,
214 dated February 3, 2002 and amendments thereto; ex-MINISTRY OF ECONOMY Resolutions N 767 dated November 28,
2001 and 851 dated December 14, 2001, and
WHEREAS
The National, Provincial and Municipal Public Sector have had to resort to public indebtedness as a means of addressing the
financing requirements of the different government obligations and commitments for which it is responsible.
The reference indebtedness has been implemented by means of different debt securities and loans, and the resulting
obligations must be satisfied in accordance with the applicable regulatory system.
By virtue of Article 17 of decree N 1387/01 the ex-MINISTRY OF ECONOMY was instructed to offer, under voluntary conditions,
the possibility of converting national public debt resulting from Secured oans or Secured National Bonds, provided the
guarantee offered or the change of debtor allowed the National Public Sector to obtain lower interest rates.
By virtue of Article 22 of the aforementioned decree in the preceding whereas clause, the ex-MINISTRY OF ECONOMY was
authorized to encumber funds belonging to the State in accordance with the Shared Federal Tax Revenue System or revenues
from the tax on Credits and Debits in Ban Current Accounts, up to the amount necessary to service the maturities of capital
and interest of the Secured Loans or Secured National Bonds into which the national public debt is converted.
By means of ex-MINISTRY OF ECONOMY resolution N 767/01, the conversion of securities eligible for National Government
Secured Loans was approved.
The operation described above implied the approval of the Trust Agreement and the Secured oan Agreement by means of
Decree N 1646/01, which agreements contain clauses in which the STATE undertook to assign as security to the creditors of
the Secured oans the tax revenues on Credits and Debits on Ban Current Accounts established in aw N 25,413, with the
amendment introduced by law N 25,453 and subsequent amendments, and in general all revenues corresponding to the STATE
by virtue of the Shared Federal Tax Revenue System, excluding the revenues corresponding to provinces and Social Security, up
to the amount necessary to service all the oan capital and interest maturities under the conditions set forth in the
aforementioned agreements.
By means of ex-MINISTRY OF ECONOMY Resolution n 851/01 the Addendum to the Secured oan Agreement permitting the
increase in the amount of capital of the Secured oans was approved.
By means of Decree N 979/01, the issue of Tax Credit Certificates (CCF) up to an ORIGINA PAR VA UE IN UNITED STATES
DO ARS OF ONE BI ION DO ARS (V.N.O. US 1,000,000,000) was ordered.
By means of Decrees N 1005/01 and 1226/01, the ex MINISTRY OF ECONOMY was authorized to issue Tax Credit Certificates
(CCF) in the amount equivalent to the interest coupons on the National Public Debt Securities which had been deposited
through December 31, 2001 in the custody of CAJA DE VA ORES SOCIEDAD AN NIMA.
Page 2 of 4
In view of the gravity of the situation currently faced by our country, putting at ris social harmony, the NATIONA CONGRESS
enacted aw N 25.561 which declared a public emergency in social, economic, administrative, financial and exchange matters,
and established the end of the convertibility system established by law N 23.928.
By virtue of aw N 25.561, the E ECUTIVE BRANC was authorized, among other matters, to proceed to restructure the
financial, ban ing and exchange mar et system, create conditions for sustainable economic growth compatible with the
restructuring of public debt, and regulate the restructuring of obligations, being enforced, affected by the new exchange
system instituted.
The E ECUTIVE BRANC , acting within the framewor of aw N 25,561, issued Decree n 214/02 and amendments thereto,
establishing a group of provisions, all included within the powers granted by the NATIONA CONGRESS.
Article 1 of the aforementioned decree ordered the conversion into Pesos of all obligations showing sums of money expressed
in United States Dollars or other foreign currency, existing at the time Law N 25.561 was enacted.
The persistence of the National, provincial and municipal public accounts fiscal deficit has inevitably led to the accumulation of
a bloated public debt, which undoubtedly constitutes one of the principal determining factors in the sensitive economic and
financial crisis our country currently faces.
The financing obtained by the public sector through such indebtedness is largely converted by means of debt instruments
originally denominated in United States dollars or other foreign currencies.
The aforementioned indebtedness found structured within the convertibility system, which ended with the enactment of Law
N 25.561.
Such debt instruments have captured the financing from the capitals and private savings mar et by corporations financial
institutions, investment finds and private parties, both resident in our country and overseas.
Within the regulatory framework set forth in Law N 25.561, and Decree N 214/02, it is necessary to determine the treatment
to be given to the debt assumed originally in United States dollars or other foreign currencies by the National, Provincial and
Municipal Public Sector, when such obligations are subject to Argentine law.
It is important to consider the conditions to which the State, Provinces and Municipalities are sub ect, assuming the interest of
public order which should ta e precedence to meet such obligations.
Such treatment must necessarily fall within the scope of the new economic and financial regulations resulting from the
provisions contained in Law N 25.561 and Decree N 214/02 as well as in the proper compliance with the obligations deriving
from the indebtedness assumed by the public sector, in order to preserve the interests of creditors and savers, consistent with
the system of conversion to pesos of the obligations denominated originally in foreign currency.
Likewise, the decision to be taken regarding the manner of meeting the obligations assumed by the public sector must by
necessity include specific conditions ma ing it possible to preserve, going forward, the potential of ideal credit instruments
which can at all times be used for handling State affairs, in order to capture private savings through the capitals mar et.
Furthermore, this measure incorporates the terms and agreements of the State Provinces Agreement regarding Financial
Relationship and Terms of Shared Federal Tax System executed on February 27, 2002 which, among its points, establishes that
Provincial States may entrust the STATE to renegotiate public provincial indebtedness, and that such debt shall be rescheduled
under the guidelines to which national public debt is sub ect.
Together with the determination of the conversion modality applicable to the National, Provincial and Municipal Public Sector
obligations, it is also necessary to establish the remaining financial conditions which form an integral part of meeting such
obligations.
The BUREAU OF LEGAL AFFAIRS OF THE MINISTRY OF ECONOMY AND INFRASTRUCTURE has acted within its competence.
Page 3 of 4
This measure is issued by virtue of the powers granted by Article 99, section 3 of the NATIONA CONSTITUTION, and by aw N
25.561.
Now, therefore,
THE PRESIDENT OF ARGENTINA, IN A CABINET MEETING
HEREBY DECREES
Art. 1 - The National, Provincial and Municipal Public Sector obligations in force at February 3, 2002 denominated in United
States dollars or other foreign currency, the governing law of which is only Argentine aw, shall be converted at the rate of ONE
PESO AND FORTY CENTS ( 1.40) per United States Dollar or equivalent in other foreign currency, and shall be adjusted by the
Reference Stabilization Coefficient (CER).
(Infoleg note: by virtue of article 1 of Decree N 1443/2002 Official Gazette 12/8/2002, Provincial State debts denominated in
foreign currency with Banks in which they have a majority shareholding are excepted from this article, to the extent such
indebtedness was originated in the acquisition of credit portfolios approved by BANCO CENTRAL DE LA REPBLICA ARGENTINA,
with respect to which Communication A 2593 dated September 25, 1997 and supplements thereto, issued by same, is
applicable, and provided the effective transfer of the credit portfolio has operated at December 31, 2001. Debts included in this
article shall be converted to Pesos at the rate of ONE PESO ($1) per UNITED STATES DOLLAR (US$1). Article 1 of Decree N
1443/202 shall not be applicable with respect to provincial indebtedness which has been implemented in the form of Public
Securities, Bonds, Treasury Bills or Loans, and which has been or are voluntarily submitted for conversion to Secured Loans or
Secured National Bonds in accordance with the provisions set forth in Decree N 1387/01 and the regulations and supplements
thereto).
Art. 2 National Public Sector obligations converted to Pesos by virtue of the provisions of the preceding article, with the
exception of those implemented by means of Secured oans approved by Decree N 1646/01 and ex-MINISTRY OF ECONOMY
Resolution n 851/01, shall bear interest at the rate of T O PERCENT (2%) per year as of February 3, 2002, the dates and
payment frequency of the respective instruments being maintained in their original form.
Art. 3 National Public Sector obligations converted to Pesos by virtue of the provisions set forth in article 1 hereof and
implemented by means of Secured oans approved by Decree N 1646/01 and ex-MINISTRY OF ECONOMY Resolution N
851/01, as of February 3, 2002, shall earn the following rates of interest:
a)
T REE PERCENT (3%) per year for Secured oans with an average life of up to FIVE (5) years.
b)
FOUR PERCENT (4%) per year for Secured oans with an average life in excess of FIVE (5) years and up to TEN (10)
years.
c)
FIVE PERCENT (5%) per year for Secured oans with an average life in excess of TEN (10) years.
d)
FIVE POINT FIVE PERCENT (5.50%) per year, compoundable, for Secured oans having a capitalization of at least FIVE
(5) years.
Page 4 of 4
Art. 8 - This decree shall ta e force as of the date of its publication in the Official Gazette, and the effects resulting from its
provisions shall be applied as of the effective date of Decree N 214/02.
Art. 9 - Inform the NATIONAL CONGRESS
Art. 10 - Communicate, publish, provide to the National Civil Registry Bureau and archive DUHALDE Jorge M. Capitanich
Jorge . Remes enicov Jorge R. Vanossi Carlos F. Ruckauf Gins M Gonzlez Garca Alfredo N. Atanasof Rodolfo
Gabrielli Jos I. De Mendiguren Graciela Giannettasio Mara N. Doga Jos H. Jaunarena
(Infoleg note: in accordance with article 62 of Law N 25,725, Official Gazette 01/10/2003, this decree is ratified).
AFFIDAVIT OF TRANSLATOR
REGARDING ACCURACY OF TRANSLATION
i<.ua-i\brie Shaleesb
..,c........
DEUDA PUBLICA
Case 15-1047, Document 27, 05/11/2015, 1507447, Page308 of 366
Page 1 of 4
Esta norma fue consultada a travs de InfoLEG, base de datos del Centro de Documentacin e Informacin, Ministerio de Economa y
Finanzas Pblicas.
DEUDA PUBLICA
Decreto 471/2002
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Page 2 of 4
Que ante la gravedad de la situacin que atraviesa nuestro pas, poniendo en riesgo la paz social, el HONORABLE
CONGRESO DE LA NACION sancion la Ley N 25.561 que declar la emergencia pblica en materia social,
econmica, administrativa, financiera y cambiaria, y estableci el fin del rgimen de convertibilidad instaurado por la
Ley N 23.928.
Que por la Ley N 25.561 se delegaron facultades al PODER EJECUTIVO NACIONAL, entre otras, para proceder al
reordenamiento del sistema financiero, bancario y del mercado de cambios; de crear condiciones para el
crecimiento econmico sustentable y compatible con la reestructuracin de la deuda pblica y de reglar la
reestructuracin de las obligaciones, en curso de ejecucin, afectadas por el nuevo rgimen cambiario instituido.
Que el PODER EJECUTIVO NACIONAL, actuando dentro del marco de la Ley N 25.561 dict el Decreto N 214/02
y modificatorios, por el que se establecieron un conjunto de disposiciones, todas ellas comprendidas dentro de las
facultades conferidas por el HONORABLE CONGRESO DE LA NACION.
Que por el Artculo 1 del citado decreto se dispuso transformar a Pesos todas las obligaciones de dar sumas de
dinero expresadas en Dlares Estadounidenses u otras monedas extranjeras, existentes a la sancin de la Ley N
25.561.
Que la persistencia del dficit fiscal de las cuentas pblicas de la Nacin; los Estados Provinciales y los Municipios
ha derivado forzosamente en la acumulacin de un abultado endeudamiento pblico, el cual constituye
indudablemente una de las principales causales determinantes de la delicada crisis econmica y financiera que
atraviesa nuestro pas.
Que el financiamiento obtenido por el sector pblico a travs de dicho endeudamiento, se encuentra convenido en
gran medida mediante instrumentos de deuda denominados originalmente en dlares estadounidenses u otras
monedas extranjeras.
Que el mencionado endeudamiento encontr andamiaje dentro del rgimen de convertibilidad, el cual finaliz al
sancionarse la Ley N 25.561.
Que dichos instrumentos de deuda han captado el financiamiento proveniente del mercado de capitales y del ahorro
privado, por parte de empresas, entidades financieras, fondos de inversin y particulares, tanto de residentes en
nuestro pas como del exterior.
Que dentro del marco normativo dispuesto por la Ley N 25.561 y el Decreto N 214/02, resulta procedente
determinar el tratamiento a otorgar al endeudamiento que fuera asumido originalmente en dlares estadounidenses
u otras monedas extranjeras por parte del Sector Pblico Nacional, Provincial y Municipal, cuando tales
obligaciones se encuentren sometidas a la ley argentina.
Que cabe discernir las condiciones a que han de sujetarse el Estado Nacional, los Estados Provinciales y los
Municipios, asumiendo el inters de orden pblico que debe primar para atender el cumplimiento de tales
obligaciones.
Que dicho tratamiento debe necesariamente hallarse encuadrado sobre el nuevo ordenamiento econmico y
financiero resultante de las disposiciones contenidas en la Ley N 25.561 y en el Decreto N 214/02, as como en el
adecuado cumplimiento de las obligaciones derivadas del endeudamiento asumido por el sector pblico, en funcin
de preservar los intereses de los acreedores y ahorristas, ello actuando en consonancia con el rgimen de
conversin a pesos de las obligaciones expresadas originalmente en moneda extranjera.
Que asimismo, la decisin a adoptarse sobre la forma de cumplimiento de las obligaciones asumidas por el sector
pblico, debe contemplar necesariamente determinadas condiciones que posibiliten preservar hacia el futuro, la
potencialidad de los instrumentos crediticios idneos de que puede valerse en todo momento la gestin de los
asuntos de Estado, para captar ahorro privado a travs del mercado de capitales.
Que asimismo, la presente medida incorpora los trminos convenidos en el Acuerdo Nacin - Provincias sobre
Relacin Financiera y Bases de un Rgimen de Coparticipacin Federal de Impuestos, suscripto con fecha 27 de
febrero de 2002, que entre sus puntos estableciera que los Estados Provinciales pueden encomendar al ESTADO
NACIONAL la renegociacin de las deudas pblicas provinciales y que la misma se reprogramar bajo los
lineamientos a los que quede sujeta la deuda pblica nacional.
Que junto a la determinacin de la modalidad de conversin que resulta aplicable a las obligaciones del Sector
Pblico Nacional, Provincial y Municipal, con igual temperamento corresponde tambin establecer las restantes
condiciones financieras que forman parte integrante del cumplimiento de tales obligaciones.
Que la DIRECCION GENERAL DE ASUNTOS JURIDICOS
INFRAESTRUCTURA, ha tomado la intervencin que le compete.
del
MINISTERIO
DE
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Page 3 of 4
Que la presente medida se dicta en virtud de las facultades conferidas por el Artculo 99, inciso 3 de la
CONSTITUCION NACIONAL, y por la Ley N 25.561.
Por ello,
EL PRESIDENTE DE LA NACION ARGENTINA EN ACUERDO GENERAL DE MINISTROS
DECRETA:
Artculo 1 Las obligaciones del Sector Pblico Nacional, Provincial y Municipal vigentes al 3 de febrero de 2002
denominadas en Dlares Estadounidenses u otra moneda extranjera, cuya ley aplicable sea solamente la ley
argentina, se convertirn a PESOS UNO CON CUARENTA CENTAVOS ($ 1,40) por cada Dlar Estadounidense o
su equivalente en otra moneda extranjera y se ajustarn por el Coeficiente de Estabilizacin de Referencia (CER).
(Nota Infoleg: por art. 1 del Decreto N1443/2002 B.O. 12/8/2002 se excepta de lo dispuesto por el presente
artculo a las deudas de los Estados Provinciales denominadas en moneda extranjera con los Bancos en los que los
mismos tengan participacin accionaria mayoritaria, en la medida que dichas deudas estuvieren originadas en la
adquisicin de carteras crediticias aprobadas por el BANCO CENTRAL DE LA REPUBLICA ARGENTINA, respecto
de las cuales sea de aplicacin la Comunicacin "A" 2593 de fecha 25 de setiembre de 1997 y complementarias
emitidas por el mismo, y que la transferencia efectiva de la cartera crediticia haya operado al 31 de diciembre de
2001. Las deudas que quedan comprendidas en el presente artculo sern convertidas a Pesos a razn de PESOS
UNO ($ 1) por cada UN DLAR ESTADOUNIDENSE (U$S 1). El artculo 1 del Decreto N1443/2002 no ser de
aplicacin respecto de las deudas provinciales que hayan sido instrumentadas en la forma de Ttulos Pblicos,
Bonos, Letras del Tesoro o Prstamos y que hayan sido o sean presentadas en forma voluntaria para su conversin
a Prstamos Garantizados o Bonos Nacionales Garantizados, de acuerdo a las disposiciones del Decreto N
1387/01 y sus normas reglamentarias y complementarias.)
Art. 2 Las obligaciones del Sector Pblico Nacional convertidas a Pesos en funcin de lo dispuesto en el
artculo anterior, excepto las instrumentadas mediante Prstamos Garantizados aprobados por el Decreto N
1646/01 y la Resolucin del ex - MINISTERIO DE ECONOMIA N 851/ 01, devengarn intereses a la tasa del DOS
POR CIENTO (2%) anual a partir del 3 de febrero de 2002, mantenindose las fechas y frecuencia de pago de los
instrumentos respectivos, en la forma originalmente pactada.
Art. 3 Las obligaciones del Sector Pblico Nacional convertidas a Pesos en funcin de lo dispuesto en el
artculo 1 del presente decreto e instrumentadas mediante Prstamos Garantizados aprobados por el Decreto N
1646/01 y la Resolucin del ex - MINISTERIO DE ECONOMIA N 851/01, devengarn a partir del 3 de febrero de
2002 las siguientes tasas de inters:
a) TRES POR CIENTO (3%) anual para los Prstamos Garantizados con vida promedio de hasta CINCO (5) aos.
b) CUATRO POR CIENTO (4%) anual para los Prstamos Garantizados con vida promedio mayor a CINCO (5)
aos y hasta DIEZ (10) aos.
c) CINCO POR CIENTO (5%) anual para los Prstamos Garantizados con vida promedio mayor a DIEZ (10) aos.
d) CINCO CON CINCUENTA CENTESIMOS POR CIENTO (5,50%) anual, capitalizable para los Prstamos
Garantizados que tengan una capitalizacin de por lo menos CINCO (5) aos.
Para todos los casos, la vida promedio se contar a partir del 6 de noviembre de 2001.
Art. 4 Los Certificados de Crdito Fiscal (CCF) registrados en la CAJA DE VALORES SOCIEDAD ANONIMA
adecuarn sus valores en funcin del ttulo que representan, teniendo en cuenta lo establecido en los artculos 1 y
2 del presente decreto.
Art. 5 Las obligaciones del Sector Pblico Provincial y Municipal convertidas a Pesos en funcin de lo dispuesto
en el artculo 1 del presente decreto, devengarn intereses a la tasa del CUATRO POR CIENTO (4%) anual a
partir del 3 de febrero de 2002.
Art. 6 Las obligaciones del Sector Pblico Nacional, Provincial y Municipal vigentes al 3 de febrero de 2002 e
instrumentadas mediante ttulos y prstamos denominados originalmente en Pesos no estn alcanzadas por las
disposiciones del presente decreto.
Art. 7 El MINISTERIO DE ECONOMIA E INFRAESTRUCTURA ser la Autoridad de Aplicacin e Interpretacin
del presente decreto, quedando facultado para dictar las normas complementarias y/o aclaratorias del mismo.
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Art. 8 El presente decreto comenzar a regir a partir de su publicacin en el Boletn Oficial, establecindose que
los efectos resultantes de sus disposiciones se aplican a partir de la entrada en vigencia del Decreto N 214/02.
Art. 9 Dse cuenta al HONORABLE CONGRESO DE LA NACION.
Art. 10. Comunquese, publquese, dse a la Direccin Nacional del Registro Oficial y archvese. DUHALDE.
Jorge M. Capitanich. Jorge L. Remes Lenicov. Jorge R. Vanossi. Carlos F. Ruckauf. Gins M.
Gonzlez Garca. Alfredo N. Atanasof. Rodolfo Gabrielli. Jos I. De Mendiguren. Graciela Giannettasio.
Mara N. Doga. Jos H. Jaunarena.
(Nota Infoleg: por art. 62 de la Ley N 25.725 B.O. 10/01/2003 se ratifica el presente decreto.)
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EXHIBIT O
and
BANKERS TRUST COMPANY, Fiscal Agent
ARG 0001
TABLE OF CONTENTS
Page
1.
. . . .
2.
3.
Authentication
4.
5.
Global Securities
6.
Payment
7.
Additional Amounts
11
8.
ll
9.
12
10.
14
11.
14
12.
17
13.
19
14.
20
15.
20
16.
22
17.
Further Issues
26
18.
Reports
26
19.
27
20.
Listings
27
21.
Notices
27
22.
28
23.
29
-iARG0002
24.
Headings
29
-iiARG0003
1.
Securitjes IssuabJe in
(a)
The
Republic may issue itsnotes, securities, debentures or
other evidences of indebtedness (the "Securities") in
separate series from time to time (each such series of
Securities being hereinafter referred to as a "Series" or
the "Securities of a Series"). The aggregate principal
amount of the Securities of all Series which may be
authenticated and delivered under this Agreement and which
may be outstanding at any time is not limited by this
Agreement. The text of the Securities of a Series delivered
to the Fiscal Agent {as hereinafter defined) for
authentication on original issuance pursuant to Section 3 o'f_ this Agreement shall establish (i) the specific designation
of the Securities of such Series (which shall distinguish
the Securities of such Series from all other Series); (ii)
any limit on the aggregate principal amount of the
Securities of such Series which may be authenticated and
delivered under this Agreement (except for Securities
authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Securities of
such Series pursuant to the provisions of this Agreement or
of the Securities of such Series); (iii) the price or prices
(expressed as a percentage of the aggregate principal amount
thereof) at which the Securities of such Series will be
issued; (iv) the date or dates on which the principal and
premium, if any, of the Securities of such Series is
payable; (v) the rate or rates (which may be fixed or
floating) per annum at which the Securities of such Series
shall bear interest, if any, the date or dates from which
such interest, if any, shall accrue, the interest. payment
dates on which such interest shall be payable and the record
dates for the determination of holders of the Securities of
such Series to whom interest is payable; (vi) the place or
places where the principal of, and-premium, if any, and
interest on the Securities of such Series are payable; (vii)
the price or prices at which, the period or periods within
which and the terms and conditions upon which Securities of
such Series may be redeemed, in whole or in part, at the
option of the Republic or otherwise; (viii) the obligation,
if any, of the Republic to redeem, purchase or repay
Securities of such Series pursuant to any sinking fund or
analogous provisions and the price or prices at which, the
ARG 0004
ARG 0005
2.
3
ARG 0006
(a)
ARG 0007
5
ARG 0008
6
ARG 0009
ARGOOlO
Participants'
with payments in amounts
proportionate to their respective beneficial interests in
the principal amount of such Global Security as shown on the
records of such Depositary. The Republic also expects tha:
payments by Participants to owners of beneficial interests
in such Global Security held through such Participants will
be governed by standing instructions and customary
practices, as is now the case with securities held for the
accounts of customers in bearer form or registered in
"street name 11 Such payments will be the responsibility of
such Participants.
If at any time the Depositary notifies the
Republic that-it is unwilling or unable to continue as
Depositary for-the Securities, or if the Republic notifies
the Depositary that it will no longer continue as Depositary
for the Securities, or if at any time the Depositary ceases
to be a clearing agency registered under the United States
Securities Exchange Act of 1934, as amended, or otherwise
ceases to be eligible to be a Depositary, the Republic shall
appoint asuccessor Depositary with respect to such
Securities. If a successor Depositary for such Securities
is not appointed by the Republic within 90 days after the
Republic receives such notice or becomes aware of such
ineligibility, or if the Depositary notifies the Fiscal
Agent or the Republic of the acceleration of the
indebtedness under the Securities in accordance with the
terms of the Securities, the Republic will execute, and the
Fiscal Agent upon receipt of such executed definitive
Securitres will authenticate and deliver, Securities in
definitive registered form without coupons, in denominations
of U.S.$1,000 and integral multiples thereof (unless some
other denomination is specified in terms of the Securities
of a Series), in an aggregate principal amount equal to the
aggregate principal amount of the Global Securities.
The Republic may at any time and in its sole
discretion determine not to have any of the Securities held
in the form of Global Securities. In such event, the
Republic will execute, and the Fiscal Agent, upon receipt of
such executed definitive Securities will authenticate and
deliver, Securities in definitive registered form
coupons, in denominations of U.S.$1,000 and integral
multiples thereof (unless some other denomination is
specified in terms of the Securities of a Series, in an
aggregate principal amount equal to the aggregate principal
amount of the Global Securities.
Upon the exchange of the Global Securities for
Securities in definitive registered form the Global
Securities shall be canceled by the Fiscal Agent.
8
ARG 0011
ARG 0012
10
ARG 0013
(a}
(b)
11
ARG 0014
B.
MurjJated.
OY"
Lqst
Ce,...t i rj cates.
(a)
In case any Secu!"'ity certificate is
mutilated, defaced, destroyed, stolen or lost, application
for replacement shall be made to the Fiscal Agent who shall
promptly transmit such application to the Republic. such
application shall be accompanied by the mutilated or defaced
certificate or receipt of proof, satisfactory to the
Republic in its discretion, of the destruction, theft or
loss of the certificate, and upon receipt by it of an
indemnity satisfactory to the Republic and the Fiscal Agent,
the Republic shall execute a new certificate of like tenor,
and upon written instructions from the Republic the Fiscal
Agent shall thereupon cancel the mutilated or defaced
certificate if applicable and authenticate, register and
deliver such new certificate in excnangefOr t:he mutilated
or defaced certificate or in substitution for the destroyed,
stolen or lost certificate. Such new certificate will be so
dated that neither gain nor loss in interest will result
from such exchange or substitution. All expenses associated
with procuring such indemnity and with the preparation,
authentication and delivery of a new-certificate will be,
borne by the registered holder of the mutilated, defaced,
destroyed, stolen or lost certificate.
(b) Whenever any Security, alleged to have been
lost, stolen or destroyed in replacement for which a new
Security has been issued, is presented to the ?iscal Agent
or any Paying Agent for payment at maturity or at redemption
for registration of transfer or exchange, the Fiscal
Agent or the Paying Agent, as the case may be, shall
immediately notify the Republic in respect thereof and shall
deal with such Security in accordance with the Republic's
instructions.
9.
Redemptj on and Purchases.
(a) Unless
otherwise permitted by the terms of the Securities of a
Series, Securities will not be redeemable prior to maturity
at the option of the Republic or the registered holders
thereof.
12
ARG 0015
13
ARG00!6
14
ARG00l7
of
15
ARG 0018
16
ARG0019
12.
Default:; Acceleratjon of Maturity. If any of
the following events ("Events of Default") with respect to
the Securities of any Series occurs and is continuing:
17
ARG 0020
lB
ARG0021
13.
{a} Liroi t on Liabilj ty. In acting under
this Agreement the Fiscal Agent and any Paying Agent are
acting solely as agents of the Republic and do not assume
any obligation or relationship of agency or trust for or
with any of the holders of the Securities, except that all
funds held by the Fiscal Agent for payment of principal or
interest shall be held in trust, subject to the provisions
of Section 6.
(b) Acceptance of Appointment. The Fiscal Agent
and each Paying Agent accepts its obligations set forth in
or arising under this Agreement, the Paying Agency
Agreements and the Securities upon the terms and conditions
hereof and thereof, including the following, to all of which
the Republic agrees and to all of which the holders of the
Securities shall be
(i)
the Fiscal Agent may consult as co legal
matters with lawyers selected by it, who may be
employees of or regular independent counsel to the
Republic, and the Fiscal Agent shall oe protected and
shall incur no liability for action taken, or suffered
to be taken, with respect to such matters in good faith
and in accordance with the opinion of such lawyers; and
:!..9
ARG0022
20
ARG0023
21
ARG0024
22
ARG 0025
23
ARG 0026
24
ARG 0027
a=
25
ARG 0028
18. ReDorts.
(a) The Fiscal Agent. shall !:urnish
to the Republic such reports as may be required by the
Republic relative to the Fiscal Agent's performance under
26
ARG 0029
27
ARG 0030
28
ARG 0031
22.
Consent to Service Jurisdjctjon. The
Republic hereby appoints Banco de la Nacion Argentina, at
its office located at 299 Park Avenue, New York, New York
10171, and, if such person is not maintained by the Republic
as its agent for such purpose, the Republic will appoint CT
Corporation System to act as its agent for such purpose) as
its authorized agent (the 11 AUthorized Agent.") upon whom
process may be served in any action arising out of or based
on the Securities or this Agreement by the holder of any
Security which may be instituted in any state or federal
court in The City of New York, and expressly accepts the
jurisdiction of any such court in respect of such action.
Such appointment shall be irrevocable until all amounts in
respect of the principal of and any interest due and to
become due on or in respect of all the Securities have been
provided to the Fiscal Agent pursuant-to-the terms hereof,
except that, if for any reason, such Autlrorized Agent ceases
to be able to act as Authorized Agent or to have an address
in the Borough of Manhattan, The City of New York, the
Republic will appoint another person .in the Borough of
Manhattan, The City of New York, selected in its discretion,
as such Authorized Agent. Prior to the date of issuance of
any Securities hereunder, the Republic shall obtain the
consent of Banco de la Naci6n Argentina to its appointment
as such Authorized Agent, a copy of which acceptance it
shall provide to the Fiscal Agent. The Republic shall take
any and all action, including the filing of any and all
documents and instruments, that may be necessary to continue
such appointment or appointments in full force and effect as
aforesaid. Upon receipt of such service of process, the
Authorized Agent shall advise the Subministry of Finance
promptlyby telecopier at 011-54-1-349-6080. Service of
process upon the Authorized Agent at the address indicated
above, as such address maybe changed within the Borough of
Manhattan, The City of New York by notice given by the
Authorized Agent to each party hereto, shall be deemed, in
every respect, effective service of process upon the
Republic. The Republic hereby irrevocably and
unconditionally waives, to the fullest extent permitted by
law, any objection which it may now or hereafter have. to the
laying of venue of any
action arising out of or in
connection with this Agreement brought in any such court has
been brought in an inconvenient forum. Neither such
appointment nor such acceptance of jurisdiction shall be
interpreted to include actions brought under the United
States federal securities laws. This appointment and
acceptance of jurisdiction is intended to be effective upon
execution of this agreement without any further act by the
Republic before any such court and introduction of a true
copy of this Agreement into evidence shall be conclusive and
final evidence of such waiver.
29
ARG 0032
30
ARG 0033
By:
Is I Noem:i LaGreca
By:
31
ARG0034
(JPora ot hoe
ot Security)
rtlatinq
u.s.
[1'itla ot Beriu
SllOUl!iti. .)
xo. a-___
{Prinoipal .b.ount]
lou. Pricer
original Iaua Dates
K&turity .Dattk:
currency
ot Dencm1Mtion:
Option to
P.ayw.ent
_ ____.No
in specitim currencyr
Denoaination.:
l'Ol:lll
Initial I.ntereat
.Payaent Data:
:tntereat btat
( ).
be.
prier to
Maturity Ditta.
ARG0035
OptionallZ.aMt Datu
.(lt
applic&bl):
Optional Extauion
Maturity
Data:
at
___ru ____uo
:rinal Maturity:
'fot:al ADaunt ot
om:
Yield to
. Optional ltednpt.ion:
---"'Ro
.s..cribed
abovw,
Re4eapticm Price
Rote.
optional Jl.apapenb
_ _ _Yu _ _ _.No
convaraion into or
!xcha119 for
Otbar Seauritiel
c ) ft11 security uy
ocmvert:Ad into or
not be
ucur1t1u.
ARG 0036
.cur...,.It-r-l.-__J.-.-
'1'erJMJ of comtaraion
01:' !xoblnq8
(if applicable) s
In4on4
Jlotel
_ _ _ lfo
_ _ _ 1'M
other 1'eru 1
---
A-J
ARG0037
providttd
:.n anr
hyaent Dat. vill, aa
in the :riacal A9aJU:Y . . . . .nt horinaft:er nfarrttd to,
paid to tha parson (tha regiatend Bolder") in 'WhOM na11e
axcbanqe.]
[Insert
applicable.]
J'ltuxttv,
liiuii-- (t.b
"Stata4 MAturity)
'l'ha principal
ot
A-4
ARG 0038
or at stated lfatur1trl
tur:r
nd aUbjeet
ARG 0039
J.nat:rmaant: to
Dated:
BY.______
{1'1thJ
(rltiaJ
Dlt. of Authantiction:
'l'hi is one ot the 5ea:rltie ot th .-ri ilesi9J1&ted
th.ratn ftt'en:CKf t:o in tha vithin.... ntion.S 7.Saeal Agency
Agre . . .nt.
rlac:al
A-6
ARG0040
of r.v.uaa
ot Security)
{l'Onl
'l'!lia
ia one ot a dulf authorized isue o!
HCUt"itie. ot tha Jlapu!)l.ia
called th s.auritt.. )
isaued and to b.a iaw.cl in one or aon
1n
vith a fillcal Af1.ncy &il'MlDimt, dated u of
(buain callN tM PJ.IICIIl
Aqr..aentT')-,
....
n tJle
bp\l):)lio and Bankarl
cc.puy, 71acal Agent (hat-oin
called the ri.callglnt), Wlch tara include aey
.uccNaor fiacal aqent UD4ar tha l'!acal Aqe.ncy AqretllHnt),
copiu ot vhiah J'iiiC&l
Ag1:'eU.Gnt &ra on file and
avail.abl to::
&t the
trut ottice or
the Fiac.al Agent in the Borough of Kulh.lttan, TM City at
-=1
s.ri
A-1
ARG0041
pprcv
thi
to
a periocS
the
A-8
ARG 0042
.1.11
iuu.d upon any revitratJ.on ot
tnJWfar or oY'C"bn;e ot Secur:it!. . llb&ll be the vU.d
obli.pt1.cm of the Repablio avidenciJ,q the AJMt indebtedn
aDd entitle4 to tha . . . . benefita thu a.euritr baa at. th
tiM ot auch
ot
tranfer or exohanqe.
Ho arvice
ahall be Mda for any
%WJ1atr&tion ot tranlltr
excban9, but the Rpuhlic: uy
payunt
a aWl aufficient to cover any tax or
other gQvez:sHntal char9 payable in connection tbuewith,
otb,ar thaD an axcbanga in connactlon vith a partial
zoKapt1on or a SKUrlty not involvinq any
of
far.
Prior
dua prennblant of th1IJ s.curity tor
roglatration of t.riiDI&ter, t:ha Jtepubllc, tb Pi.eal A9ent and
any agent of trua Republic ar the rical Agent aay trt12.t tha
puaon in wboaa nau t:hia security ill rag1atend a tho
ownu hereof for: all purp0h11 1 vbathar or not th1 security
a overdUe, aftd nflither t:ha Republic nor th
Aqent
nar any auc:h aqont .ball tMt attactod hy notice to the
contrary.
In any c:aae vhllre t:ht: due date o: the paym11nt ot
t:h prinolp.l or (and
it any(, on)) [or interest
on) any security[, or the dAte t1xect for radaption of any
any placa
wt= any chck in
.ailed or vbe.r tl.lc.b sacurity ia to
a
for payaent [or, in the caaa of payae.nta by
tranafer vheH .w:h transfer 1 to btl u4e], a c1ay on wicb
banking .ln;titutiou [It t:b Btcurititl ar1 !21DQJ!l1natlt,SY in
y.s, dollara. inrt--in T.be City of
[XC thn
Secprlt11 ore 41UPJiDJtwd Jn I curriDQY qtbtt thiD U.S.
nonor. intlrt-ln [DOe ot t1nano1al cantar cr the country
in vhoac currency the aeou1'it1e& a'"
r.re
authorized or obliqatecl by lav to clo.e (If tba sasuritias
are denomlnotld in
otbqr than u.s. Qollarw.
inert-or day on which bu\klng inatitutiona 1n (nua or
ncm-u.a. t!DaDcial cant.ar) are not car.ryinq out tt-anaaction
in (ftblt ot non-u.s. currency]], then neh p.fl'ent Mw not
bel . .de Olt ew:h c!at at ROb. placa but uy be aada on the
nat IIUCC8e41, cia{ at auch plao. Vhich is not a. day on
vhicb banking n.t tutions ua authoriaec:t or obli9ated t)y
lav
cla vlth the .... farce an4 tf.ct it aad on
the dabl for auch .,_yunt
in reap.ct ot any IUOh
dtllay.
security,)
bca,
tbaJ:"aof i to
ARG 0043
Citr
vhiclt has
security intereat
(Lien) upon tha ...m,1 or any part of ita aaatt. or
r.v.nu. to
any PWI11o lxttrMl Ia1lebtadneaa Cu
datined in the rical Aqanay
or the Republio or
BMco Central unloa, at the au tim or prior thuoto,
Rapublic'
under th Secur!tiaa either (i) are
ecured equally and ratak>ly thar.vith, or (ii) t1ava th
benetit ot such other cacurity, quarantee. in4tan1t.y or
other arrangQM.nt 11 .Mall
approva4 ey not ls. thn ASS
2/3' of the r.qiut.red
ot Securitie of any Sgria
then auttandiD9&
t.
MY. and.
ARG0044
cownuta
to uiJ1taJ.D la
el.lqil)111ty to au t:ha 9taneral rUCNren of, the
International Xonetary rune!.
and ita
4tcribod belov.]
---
Pr1o
ancS
A-ll
ARG 0045
aar
not, prior to
;.
.A-12
ARG 0046
prlnoip&l uount ot
u.s.t_
1
C 1DIJt ot the
mall a
dMJMd to contor
&
Redeaption Ewnt
Ut tbe BCCUJ:'itY it
I P'XMnppt qlpQol
ARG 0047
ARG0048
aball
ARG0049
the
tha
AcJentJ,.r.J,.:"sty, ...
v&iver or othu
rioal
Aqenoy
A-14
ARG0050
A9ncy Ag'reema!)t
of
ua
rapect thereat ..
fti
aball be iov-rn4Jd by and col\at.rllocf
in accordance v1t:h the lava of tha Stat ot )few York, axaept
vith resp.ot to authorization and execution by tbe Repllbl.1c,
'lbe
ha in the l'iae&l ACJency
irrevoc:ably ubzlltted. to the juriwJiction or any Jlav York
atat.e or federal court itt1nq in tbe aoroll1Jh of
'l'ha C1ty of Dav York and the courta of th ltapublic Of
tt:ra.
Cou%1:) over a.,y ui t,. ac:t:icm, or
procndiJ1CJ againat it or it prapertie1,
or ravenut.S
vith reopeot to th& S&curitiu of this BUist or th& riaeal
Aqanay
(a ".Ralatad l'rOOM41J\9). '1'he llepublie ha
in th Jiacal Aganay Agreuent niv.t<! any objection to
Ralate4 Prooce41Jtq in aucb courts W.ttar on th
o!
wnue, reidauc. Or dozioUe or on th.a qt"'UDd that tha
Relate4
have bHn bz:'ou9ht ln an ll'\convaniant
rcmm. -:t& Repu.blio A91"u& that tinal non-appulahle
1U"*9Mnt 1D any such Relat.e4
(tb aetatc4
Judgunt") 8ball be conelualn &n4
upon it and uy
be antorc.d in any
Court. or in an)" othr oourta 1:0
the
of Vhicb tba Jlapublio 11 or uy be Ubje.ct
(t:M other eourtaJ, by a au.f.t upon 1uch ju4gunt.
. ..
ARG005l
'
az:v.atina, prenntlr
loc:abcl
a''
Hav York 10111, ed, it RCh periOD u r.ot a1J1taira4 l:Jy the
RapUhlic: u !a avant for sucb pgrpo1e, the Rapublicr v111
appoint cr Olrporation Syat.a to act u ib a.qant tor c:uch
purpoa
'1'0 tha extant that the hPablic or ny o! it..raveaun, u..u or propertiM &ball b-.
in IU1Y
..
l"or:aicp
Tnun1t1 Act to the
ot
relit
or the iane ot any proeua in comusc:tion vith .ny Rlated
or Related
provided that such
ahall not ba oftaotift (1) vith rapect u, tbe 1uaaaa \lhieh
cor..titute
..l{ anllabla rrv purwant to :Art!ale 6
ot the convertib 11ty Lav (the canvurtiblli ty La \I") , 'ehe
amount, cOJIPoit:ion and invatB.ent or which vi!l be
retltlCUd CD the b&lanoa llheet. an4 &C!COUntil)(l tateant of
Banco central c:onaistantly pnpare4 pursuant to Articla 5 or
tba Convertibility L&v and (11) vith
to property ot
tb public cScu.ln located in the ttrritory ot Tha Jtepublio
ot
or property Ollned
Jtapubllc
1ooatod
in it territoq vbich iii. da41catec1 to tlw JXUllo ot an
.ont-.Jal public: nrvice, and provided turthar that &Uch
aFHUnt u4 waJ.var, illat)far a1 it
to any
on1r
A-18
ARG 0052
At''
ot
baa bean
..
. A-1t
ARG0053
Security
011
.ubatitut1on in tblt
n&te4c ---------------
Siqneture: - - - - - - - -
. ..
ARG0054