FACSI MILE: TELEPHONE: 41-212-474-000 mpaskin@cravath2016/04/22 · 2 Court Order, which affirmance...

CRAVATH, SWAINE & MOORE LLP

.IOHN W. WHITEEVAN P. CHESLERKRIS F. HEINZELMANPHILIP A. GELSTONRICHARD W. CLARYJAMES 0. COOPERSTEPHEN I.. GORDONDANIEL L MORLEYROBERT H. BARONKEVIN .1. GREHANC. ALLEN PARKERSUSAN WEBSTERDAVID MERCADOROWAN 0. WILSONCHRISTINE A, VARNEYPETER T. BARRURSANDRA C. GOLDSTEINTHOMAS S. RAFFERTYMICHAEL S. GOLDMANRICHARD HALLJULIE A. NORTHANOREWW. NEEDHAMSTEPHEN L BURNSKEITH R. HUMMELDAVID]. 5APR05

DANIEL S LIT KINROBERT I, TOWNSEND. IIIWILLIAM J. WHELAN, IIIPHILIP]. BOECKUANROGER 0. BROOKSWILLIAM V. FOGOFAIZA]. SAEEDRICHARD J. STARKTHOMAS S. DUNNMARK I. GREENEDAVID K. MARRIOTTMICHAEL A. PASKINANDREWJ. PITT5UICHAECT. REYNOLDSANTONY L RYANGEORGE E. ZOBITZGEORGE A. STEPHANAKISDARIN P. MCATEEGARY A, BDRNSTEINTIMOTHY G. CAMERONSAWN A. DEMASILIZABETHANN R. EISENDAVID S. FINKELSTEINDAVID GREENWALDRACHEL S. SKAISTIS

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PAUL H. ZUMBROJOEL F. HEROLDERICW. HILEERSGEORGE F. SCHOENCR15 P. TAVZELCRAIG r. ARCELLATEENA-ANN V. SANKOORIKALANDREW K. THOMPSONOAUIEN B. ZOUDEKLAUREN ANGELILLITATIANA LAPUSHCUIKERIC L 5CHIELEALY5SA K. CAPLESJENNIFER S. CONWAYMINK VAN NGOKEVIN]. ORSINIMATTHEW MORREACEJOHN 0. IURETTA1. WESLEY EARNHAROTYONATAN EVENBENJAMIN GRUENSTEINJOSEPH 0, ZAVAGLIASTEPHEN U. KESSINOLAUREN A. UOSKOWITZDAVID]. PERKINS

JOHNNY 0. SKUMPIJAJ. LEONARD TEll, IID. SCOTT BENNETTTINS S. CUESCHRISTOPHER K. FARGOKENNETH C. HALCOMDAVID U. STUARTJONATHAN L. DAVISAARON H. GRUBER0. KEITH HALLAM, IIIOHIO H. NASABDAMARIS HERNANOJONATHAN]. KATZ

SPECIAL COUNSEL

SAMUEL C. BUTLERGEORGE]. GILLESPIE, III

OF COUNSEL

MICHAEL L. SCULER

NML Capital, Ltd. v. Republic ofArgentina. 0$ Civ. 6978 (TPG)’

April 22, 2016

Dear Judge Griesa:

We represent the Republic of Argentina (the “Republic”), defendant in theabove-referenced litigation. The Republic hereby respectfully notifies this Court that ithas satisfied the two conditions precedent to vacatur of the injunctions pursuant to thisCourt’s March 2, 2016 Opinion and Order (the “Order”).

first, the Republic has enacted Law 27,249, which, among other things,repeals Law 26,017 (the “Lock Law”), Law 26,984 (the “Sovereign Payment Law”) andall other provisions or legislation that would interfere with payment of the FAAbondholders’ settlements. (Declaration of Undersecretary of Finance Santiago Bausili,executed on April 22, 2016 (“Bausili Decl.”) ¶ 3.) further, the Second Circuit found“there is no question that Argentina has taken steps to repeal legislation which operatedto thwart settlement with FAA bondholders” and that “the Lock and Sovereign PaymentLaws were conditionally repealed, subject to this Court’s affirmance” of the District

The related actions can be found at: 09 Civ. 1707 (TPG); 09 Civ. 1708 (TPG); 09 Civ. $757 (TPG);09 Civ. 10620 (TPG); 10 Civ. 1602 (TPG); 10 Civ. 3507 (TPG); 10 Civ. 3970 (TPG); 10 Civ. 8339 (TPG);10 Civ. 4101 (TPG); 10 Civ. 4782 (TPG); 10 Civ. 9587 (TPG); 10 Civ. 5338 (TPG); 14 Civ. 8601 (TPG);14 Civ. $988 (TPG); 14 Civ. 8630 fTPG); 14 Civ. $242 (TPG); 14 Civ. 8946 (TPG); 14 Civ. 8947 (TPG);14 Civ. 4092 fTPG); 14 Civ. 4091 (TPG); 14 Civ. 8739 (TPG); 14 Civ. 7258 (TPG); 14 Civ. 7739 (TPG);15 Civ. 710 (TPG); 14 Civ. $243 (TPG); 13 Civ. 8887 (TPG); 11 Civ. 4908 (TPG); 14 Civ. 10141 (TPG);14 Civ. 5963 (TPG); 14 Civ. 1109 (TPG); 14 Civ. 3127 (TPG); 14 Civ. 10016 (TPG); 14 Civ. 7637 (TPG);14 Civ. 10064 (TPG); 14 Civ. 9093 (TPG); 14 Civ. 10201 (TPG); 14 Civ. 9855 (TPG); 14 Civ. 5849(TPG); 15 Civ. 1470 (TPG); 15 Civ. 1471 (TPG); 15 Civ. 1553 (TPG); 15 Civ. 158$ (TPG); 15 Civ. 150$(TPG); 15 Civ. 2611 (TPG); 15 Civ. 5886 (TPG); 15 Civ. 2577 (TPG); 15 Civ. 5190 (TPG); 15 Civ. 4654(TPG); 15 Civ. 3523 (TPG); 15 Civ. 4284 (TPG); 15 Civ. 4767 (TPG); 11 Civ. $817 (TPG); 15 Civ. 6702(TPG); 15 Civ. 3932 (TPG); 15 Civ. 7367 (TPG); 15 Civ. 2369 (TPG); 14 Civ. 7169 (TPG); 14 Civ. 8303(TPG); 14 Civ. 7166 (TPG); 14 Civ. 7164 (TPG); and 14 Civ. 7171 (TPG).

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

2

Court Order, which affirmance occurred on April 15, 2016. (Mandate, No. 16-628(L)ECF Dkt. 573.)

Second, for all plaintiffs in the actions in which injunctions had beenentered that executed agreements in principle with the Republic on or before February 29,2016 (the “february 29 Settling Parties”), the Republic has made full payment inaccordance with the specific terms of each such agreement. (See Bausili Deci. ¶ 5;Declaration of Matthew Dukes, executed on April 22, 2016 ¶ 4-5.)

Based upon the foregoing, we respectfully request that this Court enter anOrder to confirm that as a result of the satisfaction of the two conditions precedent tovacatur of the injunctions, the injunctions in all actions have been vacated.

Re pectful]

Michael A. Paskin

Honorable Thomas P. GriesaDaniel Patrick Moynihan United States Courthouse

500 Pearl St.New York, NY 10007-13 12

Copies to all counsel by ECF

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

UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK

NML CAPITAL.

Plaintiff,

08 Civ. 6978 (TPG)

- against - 09 Civ. 1707 (TPG)

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

Defendant.

NML CAPITAL,

Plaintiff,

14 Civ. $601 (TPG)- against -

THE REPUBLIC OF ARGENTINA,

Defendant.

NML CAPITAL,

Plaintiff,

14 Civ. 8988 (TPG)

- against -


Defendant.

(captions continue onfollowing

__________________________________________

pages)

DECLARATION OF UNDERSECRETARY OF FINANCE SANTIAGO BAUSILIIN SUPPORT OF THE REPUBLIC OF ARGENTINA’S CERTIFICATION

THAT THE CONDITIONS PRECEDENT TO VACATUR UNDER THEMARCH 2, 2016 ORDER HAVE BEEN SATISFIED

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

ff1 FUND, LTD. and FYI LTD.,

Plaintiffs,

- against - 14 Civ. $630 (TPG)

THE REPUBLIC Of ARGENTINA,

Defendant.

AURELIUS CAPITAL MASTER, LTD. and ACPMASTER, LTD.,

Plaintiffs,09 Civ. $757 (TPG)



Defendant.

AURELIUS OPPORTUNITIES FUND II, LLCand AURELIUS CAPITAL MASTER, LTD.,

Plaintiffs,10 Civ. 1602 (TPG)



Defendant.


AURELIUS CAPITAL MASTER, LTD. andAURELIUS OPPORTUNITIES FUND II, LLC,




Defendant.

BLUE ANGEL CAPITAL I LLC,

Plaintiff,

10 Civ. 4101 (TPG)- against

- 10 Civ. 4782 (TPG)


Defendant.

OLIFANT FUND, LTD.,

Plaintiff,



Defendant.

PABLO ALBERTO VARELA, et al.,

Plaintiffs,



Defendant.


PEREZ, etat.,

Plaintiffs,



Defendant.

AURELIUS CAPITAL PARTNERS, LP, et at.,

Plaintiffs,



Defendant.


Plaintiff,



Defendant.

EM LTD.,

Plaintiff,



Defendant.


LIGHTWATER CORPORATION LIMITED,

Plaintiff,



Defendant.

OLD CASTLE HOLDINGS, LTD.,

Plaintiff,



Defendant.

SETTIN,

Plaintiff,



Defendant.

CAPITAL VENTURES INTERNATIONAL,

Plaintiff,



Defendant.


ADAMI, et al.,

Plaintiffs,



Defendant.

CAPITAL MARKETS FINANCIAL SERVICESINC., eta!.,

Plaintiffs,

15 Civ. 710 (TPG)- against -


Defendant.

FOGLIA, et al.,

Plaintiffs,



Defendant.

PONS, eta!.,

Plaintiffs,



Defendant.


GUIBELALDE, eta!.,

Plaintiffs,

-against- 11 Civ. 4908 (TPG)


Defendant.

DORRA, et a!.,

Plaintiffs,



Defendant.

BELOQUI, et a!.,

Plaintiffs,



Defendant.

TORTUS CAPITAL MASTER FUND, LP,

Plaintiff,



Defendant.



Plaintiff,

- against -


Defendant.

TRINITY INVESTMENTS LIMITED,

Plaintiff,

- against -


Defendant.

MONTREUX PARTNERS, L.P.,

Plaintiff,

- against -


Defendant.

LOS ANGELES CAPITAL,

Plaintiff,

- against -


Defendant.

14 Civ. 3127 (TPG)

14 Civ. 10016 (TPG)

14 Civ. 7171 (TPG)

14 Civ. 7169 (TPG)


CORDOBA CAPITAL,

Plaintiff,



Defendant.

WILTON CAPITAL, LTD.,

Plaintiff,



Defendant.

MCHA HOLDINGS, LLC,

Plaintiff,



Defendant.

MCHA HOLDINGS, LLC,

Plaintiff,



Defendant.


ANDRAREX LTD.,

Plaintiff,



Defendant.

CLARIDAE, et al.,

Plaintiffs,



Defendant.

ARAG-A LIMITED, et al.,

Plaintiffs,



Defendant.

ATTESTOR MASTER VALUE FUND LP,

Plaintiff,



Defendant.


ANGULO, etal.,

Plaintiffs,



Defendant.

LAMBERTINI, et al.,

Plaintiffs,



Defendant.

HONERO FUND I, LLC,

Plaintiff,



Defendant.


Plaintiff,



Defendant.


BANCA ARNER S.A., et al.,

Plaintiffs,



Defendant.


Plaintiff,



Defendant.


Plaintiff,



Defendant.

MCHA HOLDINGS, LLC,

Plaintiff,



Defendant.


MCHA HOLDINGS, LLC,

Plaintiff,

- against -


Defendant.

ERCOLANI, et at.,

Plaintiffs,

- against -


Defendant.

FAZZOLARI, et at.,

Plaintiffs,

- against -


Defendant.

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

Plaintiffs,

- against -


Defendant.

15 Civ. 5190 (TPG)

15 Civ. 4654 (TPG)

15 Civ. 3523 (TPG)

15 Civ. 4284 (TPG)


WHITE HAWTHORNE, LLC,

Plaintiff,



Defendant.

yR GLOBAL PARThERS, LP,

Plaintiff,



Defendant.

HONERO FUND I, LLC,

Plaintiff,



Defendant.

PROCELLA HOLDINGS, L.P.,

Plaintiff,



Defendant.


BYBROOK CAPITAL MASTER FUThJD LP, eta!.,

Plaintiffs,

• 15 Civ. 7367 (TPG)- against -


Defendant.

BYBROOK CAPITAL MASTER FUND LP, eta!.,

Plaintiffs,

• 15 Civ. 2369 (TPG)- against -


Defendant.

DECLARATION OF UNDERSECRETARY OF FINANCE SANTIAGO BAUSILIIN SUPPORT OF THE REPUBLIC OF ARGENTINA’S CERTIFICATION

THAT THE CONDITIONS PRECEDENT TO VACATUR UNDER THEMARCH 2, 2016 ORDER HAVE BEEN SATISFIED

Santiago Bausili hereby declares as follows:

1. I am the Undersecretary of Finance of the Republic of Argentina (the

“Republic”).

2. I am familiar with the facts of this case and submit this declaration on behalf

of the Republic in support of the Certification that it has satisfied the two conditions

precedent to vacatur of the Injunctions pursuant to this Court’s March 2, 2016 Order.

3. The Republic has repealed all legislative obstacles to settlement with the FAA

bondholders, including the Lock Law and the Sovereign Payment Law. The Republic has


enacted Law 27,249, which repeals Law 26,017 (the “Lock Law”), Law 26,984 (the

“Sovereign Payment Law”) and all other provisions or legislation that would interfere with

payment of the FAA bondholders’ settlements.

4. Attached as Exhibit 1 is a true and correct copy of Law 27,249, enacted as of

March 31,2016, and a certified English translation thereof.

5. For all plaintiffs in the actions in which injunctions had been issued that

entered into agreements in principle with the Republic on or before February 29, 2016 (the

“February 29 Settling Parties”), the Republic has caused Deutsche Bank Securities Inc.

(“Deutsche Bank”), acting in its capacity as billing and delivery bank in connection with

the Republic’s issuance and sale of bonds, to make full payment in accordance with the

specific terms of each such agreement in principle.

6. Attached as Exhibit 2 is a true and correct list of all February 29 Settling

Parties who had Injunctions and the amounts each has been paid.

7. I declare under penalty of perjury under the laws of the United States of

America that the foregoing is true and correct.

Executed on April 22, 2016.

/ Santiago Bausili

2


Exhibit 1


STATE OF NEW YORK )) ss:

COUNTY OF NEW YORK )

Leila F. Bose, being duly sworn, deposes and declares:

That she is employed as Translator by the finn of Cravath, Swaine &

Moore LLP, Worldwide Plaza, 825 Eighth Avenue, New York, New York 10019;

That she is filly conversant in the Spanish and English languages;

That she translated or reviewed the translation of the attached document:

LAW 27249 OF THE REPUBLIC OF ARGENTINA

from Spanish into English;

and that the English translation is, to her best knowledge and belief, a true

and correct rendering of the original text in the Spanish language.

Sworn to before me this4..dayof ,f2/b

\/.,%1.p_-)

Ntary

CHAR ISSE Y. RODRIGUEZNotary PubHc, State of New York

No. 01R06145128Qualified in New York County

Commission Expires May 1, 204r

44’+ttcoLeila F. BoseFormer Member, Translation StudiesFaculty, New York University School ofContinuing and Professional Studies;American Translators Association;New York Circle of Translators


“2016— Year ofthe Bicentennial ofthe Declaration ofNational Independence”

27249

I

%e Atr oemóhdn ozyce

-.

Article 1 .- Acts Nos. 26,017, 26,547, 26,886 and 26.984 and their regulatory and

supplemental rules are hereby abrogated, as well as any other law, executive order or rule contrary to

or incompatible with the provisions of this act.

Article 2.- Ratification of agreements envisaged in Article 5, the authorization granted to the

Enforcement Authority in Article 6, as well as provisions of Articles 7, 8, 9, 10, 11, 12, 13 and 15, all

of this act, shall come into effect upon confirmation by the Court of Appeals of the United States of

America for the Second Circuit of the effective lifting of all injunctions issued against the Republic of

Argentina.

Article 3.- Article 42 of Act No. 27,198 is hereby amended, to be rewritten as follows:

“Article 42.- The National Executive Branch is hereby authorized, through the Ministry of the

Treasury and Public finance, to continue with the regularization of the public debt service

mentioned in Article 41 of this act, pursuant to the terms of Article 65 of the financial

Administration and National Public Sector Control Systems Act No. 24,156, as amended, or

of the Public Debt Regularization and Credit Recovery Act, empowering the National

Executive Branch to continue with

[seal ofthe Legislative Congress of the

Argentine Nation][initials]


‘2016— Year ofthe Bicentennial ofthe Declaration ofNational independence”

The Senate of the Nation 27249 2

negotiations and carry out all necessary acts for its conclusion.

The Ministry of the Treasury and Public Finance shall report to the Honorable

Congress of the Argentine Nation on a quarterly basis about the progress of negotiations and

agreements reached during the negotiation process.

Said report shall incorporate an updated data base identifying the agreements reached,

the judicial or arbitration procedures completed, the principal amounts and amounts already

paid or to be paid in each agreement and the degree of execution of the authorization of the

level of indebtedness granted through Article 70 of Public Debt Regularization and Credit

Recovery Act.

Moreover, certified copies of the agreements reached shall be included, as well as

their translations into Spanish as appropriate.

With the same regularity, the Ministry of the Treasury and Public finance

shall report on the progress made in the regularization of the service ofpublic

securities issued within the framework of the public debt restructuring ordered by

Decrees Nos. 1.735/2004 and 563/2010.

final court decisions, issued against provisions of Act No. 25,561, Decree No. 471

dated March 8, 2002 and its supplemental rules, relating to said securities, are included in the

deferral indicated in Article 41 of this act.




‘2016— Year ofthe Bicentennial ofthe Declaration ofNational Independence”


Article 4.- In the event that the provisions envisaged in Article 2nd of this act do not become

effective due to causes foreseen in said Article, the Enforcement Authority shall be able to conduct

new negotiations with the holders of public securities (and/or their representatives) that were eligible

for the exchange provided in the Decree No. 1,734 dated December 9, 2004 and its supplemental

rules, which had not been tendered in said exchange or in the one established by the Decree No. 563

dated April 26, 2010 (Eligible Public Securities), providing that the agreements that the Enforcement

Authority executes with said creditors as well as payment and/or restructuring proposals that the

Enforcement Authority formulates shall be subject to approval by Argentine Congress.

Article 5.- The payment agreements entered into between the Republic of Argentina and

Eligible Public Securities holders (and/or their representatives) are hereby ratified, which as Annex I,

in English and its corresponding Spanish translation, form an integral part of this act.

The Ministry of the Treasury and Public finance is hereby authorized, as Enforcement

Authority of this act, to extend the corresponding terms of maturity established in the said payment

agreements.

Article 6.- The Enforcement Authority is hereby authorized

i) To make amendments and/or addenda to payment agreements referred to in the preceding

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

and conditions; and

ii) To carry out all necessary acts to pay debt to holders (and/or representatives) of Eligible

Public Securities not included in the payment agreements

[[seal ofthe Legislative Congress of the

Argentine NationJ[initials]




referred to in the preceding Article, including the signing of agreements and other

instruments.

In order to implement the signing of the agreements referred to in the preceding paragraph,

the Enforcement Authority shall be able to offer:

a) To all holders of Eligible Public Securities, a payment equivalent to the principal

amount due of their securities plus fifty percent (50%) of said principal amount

(Standard Offer). In no case shalt the amount to be paid be higher than the amount

acknowledged by any judgment issued with respect to said securities plus the

corresponding legal updating of] udicial interest application as of January 31, 2016.

The Standard Offer shall be implemented through:

i) The signing of debt payment agreements; and

ii) A national and international payment offer in cash upon delivery of the

Eligible Public Securities (“cash tender offer”, in the English language)

With respect to holders of Eligible Public Securities who had brought claims before the

District Court for the Southern District of New York, United States of America, grouped in a

class action, authorization is hereby granted to agree upon an additional sum to settle all

necessary administrative expenses incurred to notify those included in the corresponding

class, pursuant to the terms of the Agreement foreseen in paragraph 4 of Annex I.




“2016 — Year ofthe Bicentennial ofthe Declaration ofNational Independence”


The National Executive Branch shall not assume any expenses or charges in excess with

respect to the remaining holders of Eligible Public Securities comprised in the Standard Offer.

b) For those holders of Eligible Public Securities whose claims were comprised in the

court orders issued by the District Court for the Southern District of New York, United

States of America, dated february 23, 2012, and amended on November 21, 2012 (the

“Original Pan Passu Order”) and on October 30, 2015 (the “Pari Passu Me Too Order”

and together with the Original Pan Passu Order, the “Pan Passu Orders”), what is

provided in the Standard Offer provided in the preceding subarticle a) or, at their

choice, the following proposal (the “Pan Passu Offer”):

i) for those holders of Eligible Public Securities that were covered by the Pan

Passu Orders, having a monetary judgment, issued before February 1, 2016,

acknowledging debt derived from Eligible Public Securities held, a payment

equivalent to seventy percent (70%) of the legal claim (which includes the

amount acknowledged in said judgment and judicial interest accrued from the

judgment date until January 31, 2016), and

ii) For those holders of Eligible Public Securities that were covered by the Pan

Passu Orders without a monetary judgment, issued before february 1, 2016,

recognizing debt derived from Eligible Public Securities held, a payment

equivalent to seventy percent (70%) of the legal claim (which includes

principal due plus




“2016— Year ofthe Bicentennial oJthe Declaration ofNational Independence”


accrued interests pursuant to the contractual interest rate and the statutory interest rate over the

contractual interest rate until January 31, 2016, pursuant to the laws of the State of New York,

United States of America).

Article 7.- Through the Enforcement Authority and under this act, issuance of National

Treasury Bonds and/or engagement in of other public loan transactions is hereby provided for a U.S.

Dollar (and/or their equivalent in other currencies) original nominal amount necessary to comply with

payments required under this act, and to the extent said payments do not exceed the amount of twelve

thousand five hundred million U.S. dollars (US$ 12.500.000.000) and/or their equivalent in other

currencies, the National Administration General Budget for fiscal Year 2016, approved by Act No.

27,198 being thus extended

The Enforcement Authority shall assign the product of the issuances mentioned in the

preceding paragraph to debt payments provided for in this act. In the event that the issuance amount

exceeds the payment amount required under this act, the excess shall be allocated to the existing

authorization of public debt provided for in the National Administration General Budget for Fiscal

Year 2016, approved by Act No. 27,198.

Article 8.- Holders of Eligible Public Securities wishing to participate in any payment

transaction executed within the framework of the provisions of this act, including the creditors that

signed the agreements in Annex 1 and those accepting proposals provided for in Article 6, shall waive

all rights to which they are entitled under the above-mentioned securities, including those rights which

had been recognized by any court or administrative judgment, arbitral award or






decision of any other authority, issued in any jurisdiction, and waive and release the Republic of

Argentina from any court, administrative, arbitral or other action brought or which may be brought in

the future with respect to the above-mentioned securities or to the obligations of the Republic of

Argentina arising from them, including any action intended to receive principal or interest services

from said securities or any other accrued supplement or expense.

Article 9.- The Enforcement Authority is hereby authorized to include provisions establishing

the extension of jurisdiction in favor of foreign courts, and providing a waiver to the defense of

sovereign immunity, solely with respect to claims in the jurisdiction extended and with respect to the

agreements signed and the public debt issuances executed, pursuant to the provisions of this act and

on the condition that the so-called “class actions” and “pan passu” clause are included, in accordance

with the current practices of international capital markets.

The waiver of the defense of sovereign immunity shall not entail any waiver with respect to

the Republic of Argentina’s immunity in relation to the attachment of property detailed below:

a) Any reserves of the Banco Central de la Republica Argentina;

b) Any property of public domain located in the territory of the Republic of Argentina,

including those comprised by Articles 234 and 235 of the Civil and Commercial Code

of the Argentine Nation;

c) Any property located within or outside the Argentine territory providing an essential

public service;






d) Any property (whether in the form of cash, bank deposits, securities, third-party

obligations or any other means of payment) of the Republic ofArgentina, its

government agencies, and other government entities connected to budget execution,

within the scope of Articles 165 to 170 of the Permanent Supplemental Budget Act No.

11,672 (o.t. 2014);

e) Any property within the scope of the privileges and immunities of the 1961 Vienna

Convention on Diplomatic Relations and the 1963 Vienna Convention on Consular

Relations, including, but not limited to, property, facilities and accounts of Argentine

missions:

) Any property used by a diplomatic, govermnent or consular mission of the Republic of

Argentina;

g) Taxes and/or royalties owed to the Republic of Argentina and the rights of the Republic

of Argentina to collect taxes and/or royalties;

h) Any property of military nature or under the control of a military authority or defense

agency of the Republic ofArgentina,

i) Any property which is part of the cultural heritage of the Republic ofArgentina, and

j) Property protected by any applicable sovereign immunity act.


Argentine NationJ[initialsJ




Article 10.- The Enforcement Authority is hereby authorized to carry out all necessary acts to

comply with the provisions of this act, including, but not limited to:

a) The determination of periods and terms ofparticipation in debt payment offers;

b) The determination of periods, terms, methods and issuance procedures of new public

securities;

c) The appointment of financial institutions participating in the placement of new public

securities and the engagement in other public credit loans;

d) The execution of agreements with financial entities placing new pubLic securities to be

issued, providing, to that end, commission payment subject to market conditions, which

under no circumstances shall exceed zero point twenty percent (0,20%) of the issuance

amount;

e) The preparation and registration of a public securities program before control

organizations of the main international capital markets;

f) The execution of agreements with trustees, payment agents, information agents,

custody agents, registration agents and/or credit rating agencies which prove necessary

both for debt payment transactions as well as for the issuance and placement of new

public securities, foreseeing payment of the corresponding fees and expenses under

market conditions; and






g) The payment of other necessary registration, printing, prospectus distribution,

translation and other associated expenses, which shall be subject market conditions, in

order to comply with the provisions of this act.

Article II.- Transactions comprised in this act are exempted from payment of all existing and

future national taxes, rates and contributions, and from foreign exchange restrictions that may be

applied to transactions envisaged in this act.

Article 12.- Transactions comprised in this act are exempt from the provisions of Articles 7

and 10 of Act No. 23,928 as amended, and from the provisions of Article 765 of the Civil and

Commercial Code of the Argentine Nation.

Article 13.- The Enforcement Authority, within a term of sixty (60) days starting as of

compliance with the condition of Article 2 of this act, shall adopt all necessary measures intended to

regularize service of public securities issued within the framework of the public debt restructuring

provided by Decrees Nos. 1,735 dated December 9, 2004 and 563 dated April 26, 2010 (the

“Restructured Public Securities”), including:

i) The regularization of the Bank ofNew York Mellon situation as trustee within the framework

of the Trust Indenture dated June 2, 2005, amended on April 30, 2010 (the “Trust Indenture”);

ii) If necessary, the engagement of another institution complying with trustee duties and roles

pursuant to the provisions of the Trust indenture; and






iii) The issuance of the necessary instructions to order the transfer of the funds deposited in the

account “Fund Act No. 26,984 Sovereign Payment of Restructured Debt” of Naciön

Fideicomisos Sociedad Anónima in the Banco Central de Ia Republica Argentina to the

corresponding accounts of The Banic of New York Mellon, or the entity replacing it as trustee

under the Trust Indenture, in the Banco Central de Ia Republica Argentina in order to allocate

them to payment of said securities. Until the contractual situation is regularized with the Bank

of New York Mellon as trustee under the Trust Indenture, the Enforcement Authority shall be

able to transfer the corresponding funds for future maturities of Restructured Public Securities

to Naciön Fideicomisos Sociedad Anónima, an entity hereby appointed as temporary payment

agent (to such purposes, the Enforcement Authority shall make an agreement with said

corporation as to the terms of said appointment) for its later transfer to the trustee under the

Trust Indenture, provided that the provisions of this Article do not entail any modification to

said Trust Indenture.

Article 14.- in the event that the provisions envisaged in Article 2 of this act do not become

effective due to causes provided in said Article, the Enforcement Authority shall transfer the funds

corresponding to future maturities of Restructured Public Securities to Nacion Fideicomisos Sociedad

Anonima as temporary payment agent for their subsequent transfer to the trustee subject to the Trust

indenture, provided the provisions of this Article do not entail any amendment to said Trust indenture.






Article 15.- The Ministry of the Treasury and Public finance is hereby appointed as

Enforcement Authority of this act, being able to enact the clarifying and supplemental rules necessary

to implement compliance with this act.

Article 16.- The Office of the Chief of the Cabinet Of Ministers is hereby empowered to carry

out all relevant budgetary amendments to comply with the provisions of this act.

Article 17.- Payments provided for in this act shall be debited to the budgetary allocation

“Expenses and Commissions ofPublic Debt” corresponding to Jurisdiction 90.

Article 18.- The Permanent Bicameral Committee for the Monitoring and Control for the

Management of the Engagement and Payment of External Debt of the Argentine Nation is hereby

created, within the scope of Argentine Congress, which shall be made up of ten (10) Senators and ten

(10) Deputies, appointed by the Presidents of the corresponding Chambers upon proposal of the

parliamentary blocks, observing the proportion of political representations, and which shall be

governed by the internal operation rules enacted to such effect and whose main objective shall be the

monitoring of the development, management and payment of external debt of the Argentine Nation.

The Committee shall be able to request information, documentation or data from national,

provincial or municipal agencies, whether centralized, decentralized or local, as well as from national

and international financial entities, whether private or public, and from any other agency that may

prove necessary for the ftilfillment of its duties.

Article 19.-This act is of public order and shall become effective as of the publication date in

the Official Gazette.






Article 20.- Notify the National Executive Branch of this submission.

ISSUED iN THE SESSION ROOM OF THE ARGENTINE CONGRESS, IN BUENOS MRES,ON

THE THIRTY-FIRST DAY OF THE MONTH OF MARCH OF THE YEAR TWO THOUSAND SIXTEEN.

REGISTERED [signature] [signature]

[seal of [signature] [signature]

the Legislative Congress of the

Argentine Nation]

UNDER NO. 27249

[signaturesJ


2OJ6 -)ño delQ31cente,zario de cDectaracdn d Ca Jrnfepen&ncia YVawuaC.

272 4

ArtIculo 1°- Deróganse las leyes 26.017, 26.547, 26.886, 26.984 ysus normas regiamentarias y complementarias, como asI también toda otra ley,decreto o norma que sea contraria o incompatible con las disposiciones de Iapresente ley.

Art. 2°- La ratificacidn de los acuerdos contemplados en el artIculo 50,

Ia autorización concedida a Ia Autoridad de Aplicación en ci articulo 6°, como

asI tambin las disposiciones de los artIculos 7°, 8°, 9°, 10, 11, 12, 13 y 15,

todos de la presente ley, entrarán en vigencia a partit de la confirmaciOn pot

parte de la Cámara de Apelaciones del Segundo Circuito de los Estados

Unidos de America del efectivo levantamiento de todas las medidas cautelares

(“injunctions”) dictadas contra Ia Repüblica Argentina.

• Art. 3°- ModifIcase el artIculo 42 de la ley 27.198, el que quedará

redactado de la siguiente manera:

Articulo 42: AutorIzase al Poder Ejecutivo nacional, a través del

Ministerio de Hacienda y finanzas Püblicas, a proseguir con la

normalización de los servicios de la deuda ptiblica referida en ci

• artIculo 41 de la presente fey, en los términos del artIculo 65 de la Ley

de AdministraciOn Financiera y de los Sistemas de Control del Sector

Püblico Nacional 24.156, y sus modificaciones o de la Ley de

NormalizaciOn de Ia Deida Pdblica y de Recuperación del Crédito,

queddo facultado el Poler E1ecutivo nacional para continuar con las

l:


2O16 -..Ifio detcBicntenario d tz tDecta radOn ie th hidpcnIrada WacionaC.•.0

‘2?24 2

negociaciones y realizar todos aquellos actos necesarios para suconclusiOn.

El Ministerlo de Hacienda y Finanzas POblicas informarátrimestralmente al Honorable Congreso de Ia NaciOn, el avance de lastratativas y los acuerdos a los quë se arribe durante el proceso denegociacidn.

Dicho informe deberá incorporar una base de dates actualizada enIa que se identifiquen los acuerdos alcanzados, los procesos judicialeso arbitrales terminados, los montos de capital y los montos cancelados

o a cancelar en cada acuerdo y el nivel de ejecuciOn de Ia autorizaciOn

del nivel de endeudamiento que se otorga a través del artIculo 70 de laLey de Normalización de Ia Deuda Pdblica y de RecuperaciOn del

Crédito.

Además, deberán acompanarse copias certificadas de los acuerdos

alcanzados, asI como su traduccidn al idioma español en caso de

corresponder.

Con igual periodicidad, el Ministerio de Hacienda y Finanzas

Pdblicas deberá informar el avance de la gestion tendiente a la

normalizaciOn del servicio de los tItulos püblicos emitidos en el marco

de la reestructuraciOn de la deuda püblica dispuesta per los decretos

1.735/2004 y 563/2010.

Los pronunciamientos judiciales firmes, emitidos contra las

disposiciones de la ley 25.561, el decreto 471 de fecha 8 de marzo de

2002, y sus normas complementarias, recaldos sobre dichos tItulos,

están incluidos en el diferimiento indicado en el artIculo 41 de la

prese t Icy.


‘2O16 .)11o dl c?uel,aTo di Ii Dcfzradón te & Imlepeuteuth WdCIQn4P.

‘272 4€ JVct

Art. 4°- En caso que las disposiciones contempladas en el artIculo 2°de Ia presente ley no entren en vigencia por las causas previstas en dichoartIculo, la Autoridad de Aplicación podrá lievar adelante nuevasnegociaciones con los tenedores de tItulos püblicos (yb sus representantes)que fueran elegibles para el canje dispuesto en el decreto 1.734 de fecha 9 dediciembre de 2004 y sus normas complementari?s, que no hubiesen sidopresentados a tal canje ni al dispuesto pot el decreto 563 de fecha 26 de abrilde 2010 (TItulos Püblicos Elegibles), disponiéndose que los acuerdos que IaAutoridad de Apllcación suscriba con dichos acreedores asI como laspropuestas de cancelación y/o reestructuración que la Autoridad de Aplicaciónformule quedarán sujetas a la aprobación del Congreso de Ia NaciOn.

Art. 5°- RatifIcanse los acuerdos de cancelaciOn celebrados entre IaRepüblica Argentina y los tenedores de Tftulos Piiblicos Elegibles (yb susrepresentantes), los que como Anexo I, en copia en idioma inglés y sutraducción al idioma espafiol, forman parte integrante de la presente ley.

Se autoriza al Ministerio de Hacienda y Finanzas Püblicas, como

Autoridad de Aplicación de Ia presente ley, a prorrogar los respectivos plazos

de vencimiento establecidos en los mencionados acuerdos de cancelaciOu.

Art. 6°- AutorIzase a la Autoridad de Aplicación a:

1) Efectuar enmiendas yb adendas a los acuerdos de cancelación

referidos en el artIculo precedente en tanto no modifiquen su

objeto, sus condiciones económicas y sus términos y

condiciones; y,

ii) Realizar todos los actos necesarios para cancelar la deuda con

los tenedores de Titulos Püblicos Elegibles (yb sus

t representantes) que no estuvieren comprendidos en los acuerdos


2O16 - )1fo difc8icncnio d & cDed2raci6n & flu Intkpen&u:cua Wacionat.

r.

2724 4%aaa h

de cancelación referidos en el artIculo precedente, incluyendo Iasuscripción de acuerdos y otros instrumentos.

A fin de instrumentar Ia suscripción de los acuerdos referidos en elpárrafo precedente, Ia Autoridad de Aplicación podrá ofrecer:

a) A todos los tenedores de TItulos Püblicos Elegibles, un pagoequivalente al monto de capital adeudado de sus titulos con másun cincuenta por ciento (50%) de dicho monto de capital (OfertaBase). En ningün caso, el monto a pagar podrá ser superior almonto reconocido por cualquier sentencia dictada con relación adichos tItulos mãs la actualización legal correspondiente a laaplicación de intereses judiciales al 31 de enero de 2016.

La Oferta Base so instrumenta.rá e implementará mediante:

1) La firma de acuerdos de cancelación de deuda; y

ii) Una oferta nacional e internacional de pago en efectivo contra

entrega de los TItulos PIblicos Elegibles (“cash tender offer”,

segün su denominación en idioma inglés).

Con respecto a los tenedores de TItulos Püblicos Elegibles

que hubieren iniciado reclamos ante la Corte de Distrito para el

Distrito Sur de Nueva York, Estados Unidos de America,

agrupados en una acción de clase, se autoriza a acordar una suma

adicional para solventar los gastos administrativos necesarios para

notificar a quienes se encuentran incluidos en la respectiva clase,

segtln los términos del Acuerdo previsto en el apartado 4 del

Anexo I.


2O16 -fdno c[et13wentcnarw d tz Dectuudân d üz Iniepcmkncia 9cio,iaP,,

(t.)

27249h Q/Vact

El Poder Ejecutivo nacional no asumirá ningiin gasto 111cargo excedente respecto del resto de los tenedores de TItulosPüblicos Elegibles abarcados en la Oferta Base;

b) A aquellos tenedores de TItulos Püblicos Elegibles cuyosreclamos estuvieran comprendidos en las órdenes judicialesdictadas por Ia Corte de Distrito para el Distrito Sur de NuevaYork, Estados Unidos de America, en fecha 23 de febrero de2012, y modificada en fecha 21 de noviembre de 2012 (Ia “Orden“Pan Passu” Original”) y en fecha 30 de octubre de 2015 (la“Orden “Pan Passu” Me Too” y conjuntamente con Ia Orden“Pan Passu” Original, Las “Ordenes Pan Passu”), Jo dispuesto en

la Oferta Base prevista en el inciso a) precedente o, a su elección,la siguiente propuesta (la “Oferta “Pan Passu”):

1) A aquellos tenedores de TItulos Piiblicos Elegibles que

estuvieren alcanzados por las Ordenes “Pan Passu”, que

contaren con una sentencia monetaria, dictada con

anterioridad al 10 de febrero de 2016, que reconociere Ia

deuda denivada de los TItulos Páblicos Elegibles bajo su

tenencia, un pago equivalente al setenta por ciento (70%) del

reclamo legal (que incluye el monto reconocido en dicha

sentencia y los intereses judiciales devengados desde la fecha

de Ia sentencia hasta el 31 de enero de 2016), y

ii) A aquellos tenedores de TItulos Püblicos Elegibles que

estuvieren alcanzados por las Ordenes “Pan Passu” que no

contaren con una sentencia monetaria, dictada con

antenioridad al 10 de febrero de 2016, que reconociere Ia

deuda denivada de los TItulos PCblicos El egibles bajo su

tenencia, un pagu equivalente al setenta por ciento (70%) del

reclamo legal fque incluye el capital adeudado más los


‘2016 -)!no tdBicentenario d 1z cDecIzracid,j de i ImLeputenda Aracionu(’.

27249 6

€

importes devengados conforme la tasa de interés contractual yla tasa de interés reglamentaria “statutory interest rate” sobre

la tasa de interés contractual hasta el 31 de enero de 2016,

conforme las leyes del Estado de Nueva York, Estados

Unidos de America).

Art. 7°- Dispónese, a través de Ia Autoridad de Aplicación y con cargoa la presente by, la emisión de bonos del Tesoro de Ia Nación yb lacontrataciOn de otras operaciones de empréstito piiblico por hasta un valornominal original de dOlares estadounidenses yb su equivalente en otrasmonedas, que sea necesaiio para cumplir con los pagos requeridos bajo lapresente ley y en la medida que dichos pagos no excedan el monto de doce milquinientos millones de dólares estadounidenses (U$S 12.500.000.000) yb suequivalente en otras monedas quedando ampliado, en consecuencia, el

Presupuesto General de la Administración Nacional para el Ejercicio 2016,

aprobado por ley 27.198.

La Autoridad de Aplicación destinará el producido de las emisiones

referidas en el párrafo precedente a las cancelaciones de deuda previstas en la

presente ley. En caso que el monto de emisión supere el monto de pago

requerido bajo Ia presente boy, el excedente será imputado a Ia autorización

existente de deuda püblica prevista en el Presupuesto General de la

AdministraciOn Nacional para el ejerciclo 2016, aprobado por ley 27.198.

Art. 8°- Los tenedores de TItulos PtThlicos Elegibbes que deseen

participar de cualquier operación de cancelación que se realice en el marco de

lo dispuesto en Ia presente ley, incluyendo a los acreedores que suscribieron

los acuerdos del Anexo I y a los que acepten las propuestas previstas en el

artIculo 6°, deberán renunciar a todos los derechos que les correspondan, en

virtud de los referidos tItulos, inclusive a aquellos derechos quo hubieran sido

reconocidos pot cualquier sentencia judicial o administrativa, laudo arbitral o


2O16 -)lño detclikentenarzo & tDec[aradón & ü Inifeptt&ncia 2lacionat.

7

cP%naa de h QAct

decisiOn de cualquier otra autoridad, dictados en cualquier jurisdicción, yrenunciar y liberar a la Repüblica Argentina de cualquier acciOn judicial,administrativa, arbitral o de cualquier otro tipo, iniciada o que pudiereiniciarse en ci futuro con relaciOn a los referidos tItulos o a las obligaciones deIa ReptIblica Argentina que surjan de elios, incluyendo cualquier acciOndestinada a percibir servicios de capital o intereses de dichos tItulos ocualquier otro accesorio acrecido o gasto.

Art. 9°- AutorIzase a la Autoridad de Aplicación a incluir cláusutasque establezcan Ia prórroga de jurisdicciOn a favor de tribunales extranjeros, yque dispongan la renuncia a oponer Ia defensa de inmunidad soberana,exciusivainente, respecto a reclamos en Ia jurisdicciOn que se prorrogue y conrelaciOn a los acuerdos que se suscriban y a las emisiones de deuda páblicaque se realicen, de conformidad con lo previsto en la presente ley y sujeto aque se incluyan las denominadas “cláusulas de acciOn colectiva” y cláusula de“pan passu”, de conformidad con las prácticas actuales de los mercadosinternacionales de capitales.

La renuncia a oponer la defensa de inmunidad soberana no implicarárenuncia alguna respecto de la inmunidad de la Repübuica Argentina con

relación a la ejecución de los bienes que se detallan a continuaciOn:

a) Cuaiquier reserva del Banco Central de Ia Repüblica Argentina;

b) Cualquier bien perteneciente al dominio piblico localizado en el

ternitonio de Ia Repüblica Argentina, incluyendo los

comprendidos For los artIculos 234 y 235 del COdigo Civil y

Comercial de la NaciOn;

c) Cualquier bien locali.zado dentro o fuera del territonio argentino

que preste un serViciU püblico esencial;


2016 -.)!ño (eCrihcentenario & tz DcIaraddn Ic 1c I;ufcpenlcncia Wacionaf

272498

d) Cualquier bien (sea en Ia forma de efectivo, depOsitos bancarios,valores, obligaciones de terceros o cualquier otro medio de pago)de Ia Repáblica Argentina, sus agendas gubemamentales y otrasentidades gubemamentales relacionadas con Ia ejecución delpresupuesto, dentro del alcance de los artIculos 165 a 170 de laLey Complementaria Permanente de Presupuesto 11.672 (t.o.2014);

e) Cualquier bien alcanzado por los privilegios e inmunidades de laConvenciOn de Viena sobre Relaciones Diplomáticas de 1961 y IaConvencidn de Viena sobre Relaciones Consulares de 1963,

incluyendo, pero no limitándose a bienes, establecimientos ycuentas de las misiones argentinas;

f) Cualquier bien utilizado por una misiOn diplomatica,

gubernamental o consular de la RepiIblica Argentina;

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

derechos de la Repüblica Argentina para recaudar impuestos yb

regallas;

h) Cualquier bien de carácter militar o bajo el control de una

autoridad militar o agencia de defensa de la Repüblica Argentina;

1) Cualquier bien que forme parte de Ia herencia cultural de la

RepiThlica Argentina; y

j) Los bienes protegidos por cualquier ley de inmunidad soberana

que resulte aplicable.


2O16 -Mi’ 6c1Bcenena,w & 1i Dedaradön & tz InJpenJencia Vacicnat

94f Z 4

Art. 10.- AutorIzase a la Autoridad de Aplicación a realizar todosaquelios actos necesarios para dar cumplimiento a lo dispuesto en Ia presente

ley, incluyendo, sin IimitaciOn, a:

a) La determinaciOn de las épocas y plazos de participación en lasofertas de cancelación de deuda;

b) La determinación de las épocas, plazos, métodos yprocedimientos de emisiOn de los nuevos tItulos püblicos;

c) La designacion de instituciones financieras que participarán en Ia

colocaciOn de los nuevos titulos püblicos y la contratación de

otros empréstitos de crédito püblico;

d) La suscripcidn de acuerdos con entidades financieras colocadorasde los nuevos tItulos püblicos a emitirse, previéndose, para ello,

el pago de comisioñes en condiciones de mercado, las que en

ningün caso podrán superar el cero coma veinte por ciento

(0,20%) del monto de emisián;

e) La preparación y registración de un programa de tItulos pdblicos

ante los organismos de control de los principales mercados de

capitales intemacionales;

t) La suscripción de acuerdos con agentes fiduciarios, agentes de

pago, agentes de información, agentes de custodia, agentes de

registracion y agencias calificadoras de riesgo que sean

necesaños tanto para las operaciones de cancelación de deuda

como de emisión y colocacidn de los nuevos tItulos páblicos,

previéndose el pago de los correspondientes honorarios y gastos

en condiciones de mercado; y


2U16 -fi It(Bicenteiwrio d t Vecfaraci6n & 1 In pcndenth 2adorraC,

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212

g) El pago de otros gastos necesarios de registración, impresión,distribución de prospectos, traduccidn y otros gastos asociados,los que deberán ser en condiciones de mercado, a fin de darcumplimiento a Jo previsto en la presente ley.

Art. 11.- ExImese a las operaciones comprendidas en Ia presente leydcl pago de todos los impuestos, tasas y contribuciones nacionales existentes ya crearse en ci ftturo, y de las restricciones cambiarias que puedan aplicarse alas operaciones contempladas en la presente ley.

Art. 12.- Exceptüase a las operaciones comprendidas en la presente leyde lo dispuesto en los articulos 70 y 10 de Ia ley 23.928 y sus modificaciones,y de lo establecido en el artIdulo 765 del Código Civil y Comercial de laNación.

Art. 13.- La Autoridad de Aplicación, dentro del plazo de sesenta (60)dIas contados a partir del cumplimiento de la condición del artIculo 20 de lapresente ley, adoptará todas las medidas necesañas tendientes a normalizar elsewicio de los tItulos püblicos emitidos en ci marco de Ia reestructuracidn deIa deuda ptiblica dispuesta por los decretos 1.735, de fecha 9 de diciembre de2004, y 563, de fecha 26 de abril de 2010 (“TItulos PüblicosReestructurados”), incluyeudo;

i) La regularizaciOn de la situación de The Bank of New York

Mellon como agente fiduciario en el marco del Convenio de

fideicomiso de fecha 2 de junio de 2005, modificado el 30 de

abril de 2010 (ci ‘Convenio de Fideicomiso);

ii) De ser necesario, la contratación de otra institución que cumpia

con las funciones de agente fiduciario conforme lo establecido en

ci Convenlo de Fideicomiso; y


2O16 .)ñO (t(tJ3icenteiuiri.o & t CDeciradón & 1z Jnfepeiufencia WacionaC.

27249 11c5nad b h

iii) La emisión de las instrucciones necesarias para que se disponga Iatransferencia de los fondos depositados en la cuenta “Fonda LeyN° 26.984 Pago Soberano de Deuda Reestructurada” de NaciónFideicomisos Sociedad AnOnima en el Banco Central de laRep(blica Argentina a las cuentas que correspondan de The Bankof New York Mellon, a de Ia entidad que lo reemplace en carácterde agente fiduciario baja el Convenio de Fideicomiso, en elBanco Central de la Repüblica Argentina a fin de aplicarlos alpago de dichos tItulos. Hasta tanto se normalice la situacióncontractual con The Bank of New York Mellon como agentefiduciario baja el convenio de fideicomiso, la Autoridad deAplicación podrá transferir los fondos correspondientes a losfuturos vencirnientos de los TItulos Püblicos Reestructurados aNación Fideicomisos Sociedad AnOnima, entidad a Ia que pareste acto se designa como agente de pago transitorio, (a cuyosfines la Autoridad de AplicaciOn acordará con dicha sociedad lostérminos de dicha designacion) para su posterior transferencia alagente fiduciario bajo el Convenlo de Fideicomiso, sin que lothspuesto en el presente articulo implique modificación alguna a

dicho Convenio de fideicomiso.

Art. 14.- En caso que las disposiciones contempladas en el artIculo 2°

de Ia presente ley no entren en vigencia por las causas previstas en dicho

artIculo, la Autoridad de Aplicación podrá transferir los fondos

correspondientes a los futuros vencimientos de los TItulos Püblicos

Reestructurados a Nación Fideicomisos Sociedad AnOnima coma agente de

pago transitorlo para su posterior transferencia al agente fiduciario baja el

Convenio de Fideicomiso, sin que lo dispuesto en el presente artIculo implique

rnodificación alguna a dicho Convenio de Fideicomiso.

—i


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I \

27249 12

onaa b h QIVc€

Art. 15.- DesIgnase al Ministerio de Hacienda y Finanzas Püblicascoma Autoridad de AplicaciOn de Ia presente ley, pudiendo dictar las nonuasac]aratorias y complementarias que fueran necesarias para instrumentar elcumplimiento de Ia presente norma.

Art. 16.- Facultase a Ia Jefatura de Gabinete de Ministros a efectuarlas adecuaciones presupuestarias que resulten pertinentes para darcumplimiento a las disposiciones de Ia presente ley.

Art. 17.- Los pagos previstos en Ia presente ley sèrán atendidos concaigo a Ia imputación presupuestaria TiGastos y Comisiones de Ia DeudaP(iblic& correspondiente a Ia Jurisdicción 90.

Art. 18.- Crease, en el ámbito del Honorable Congreso de la NaciOn, IaComisión Bicameral Permanente de Seguimiento y Control de la Gestión deContratación y de Pago de Ia Deuda Exterior de Ia Nación, que estará

compuesta par diez (10) Senadores y diez (10) Diputados, designados par losPresidentes de las respectivas Cámaras a propuesta de los bloques

parlamentarios respetando Ia proporciOn de las representaciones poilticas, yque se regirá par el reglamento de fiincionamiento intemo que a tal efecto

dicte y cuyo objeto principal será el seguimiento de la evolución, gestión y

pagos de la deuda exterior de la Nación.

La Comisión podrá solicitar información, documentación a datos a

organismos nacionales, provinciales o municipales, centralizados,

descentralizados o autárquicos coma asI también a entidades financieras

nacionales e internacionales, privadas a püblicas; y a cualquier otto organismo

que fuere necesario para el cumplimiento de sus cometidos.

Art. 19.- La presente ley es de orden püblico y entrará en vigencia a

oQ’ rartir de Ia fecha de su publicación en el BoletIn Oficial.

(U .1)


2O16 -Mo ief(BicnCenaio & Iz Decluucióa & 1z IoJepoiu(enda Wacü,na(’.

#21249 13Q%Lcia b h

Art. 20.- ComunIquese al Poder Ejecutivo nacional.

DADA EN LA SALA DE SESIONES DEL CONGRESO ARGENTINO, ENBUENOS AIRES, A LOS TREINTA Y UN DIAS DEL MES DE MARZO DEL A11O DOSMIL DIECISEIS.

R1STRADA

3AJOEt.N 27? 49 l%f/LAAAA1-)


zflqqx[


EXHIBIT 2AMOUNTS PAID TO FEBRUARY 29 SETTLING PARTIES

# Feb 29 Settling Party Amount Paid (USD)

I NML Capital, Ltd. U.S.$2,426,610,45$.00

2 Aurelius Capital Master, Ltd U.S.$434,476,042.00

3 ACP Master, Ltd. U.S.$108,711,975.00

4 Aurelius Opportunities fund II, U.S.$134,225,45 1.00LLC

5 Aurelius Capital Partners, LP U.S.$ 169,141,371.00

6 Blue Angel Capital I LLC U.S.$41 1,425,409.00

7 Olifant Fund, Ltd. U.S.$70,990,501.00

$ FYI Ltd. U.S.$366,407,062.00

9 FF1 Fund Ltd. U.S.$550,603,782.00

10 EM Limited U.S.$$49,20 1,747.00

1 1 Procella Holdings, L.P. U.S.$37,866,814.00

12 VR Global Partners, L.P. U.S.$35,508,705.00

13 Montreux Partners, LP U.S.$308,560,843.00

14 Capital Ventures International U.S.$22 1,833,952.53

15 Lorin Capital Master Fund, [P U.S.$739,265.26(formerly Tortus Capital MasterFund, LP)


2

# Feb 29 Settling Party Amount Paid (USU)

16 Clarex Limited U.S.$1 10,468,850.45

17 Lightwater Corporation Limited U.S.$9,634,370.00

1$ Old Castle Holdings, Ltd. U.S.$963,437.00

19 Paolo Ercolani U.S.$ 1,008,964.48

20 Rafael Leopoldo Settin Lando U.S.$3,235,439.00


UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

NML CAPITAL,

Plaintiff,08 Civ. 6978 (TPG)

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


Defendant.

NML CAPITAL,

Plaintiff,



Defendant.

NML CAPITAL,

Plaintiff,14 Civ. 8988 (TPG)

- against -


Defendant.

________________________________________________

(captions continue on following pages)

DECLARATION OF MATTHEW DUKES


FF1 FUND, LTD. and FYI LTD.,

Plaintiffs,



Defendant.

AURELIUS CAPITAL MASTER, LTD. and ACPMASTER, LTD.,




Defendant.

AURELIUS OPPORTUNITIES FUND II, LLC andAURELIUS CAPITAL MASTER, LTD.,




Defendant.


AURELIUS CAPITAL MASTER, LTD. andAURELIUS OPPORTUNITIES FUND II, LLC,




Defendant.


Plaintiff,

10 Civ. 4101 (TPG)- against

- 10 Civ. 4782 (TPG)


Defendant.

OLIFANT FUND, LTD.,

Plaintiff,



Defendant.

PABLO ALBERTO VARELA, eta!.,

Plaintiffs,



Defendant.


PEREZ, et at.,

Plaintiffs,



Defendant.

AURELIUS CAPITAL PARTNERS, LP, etal.,

Plaintiffs,



Defendant.


Plaintiff,



Defendant.

EM LTD.,

Plaintiff,



Defendant.


LIGHTWATER CORP. LTD.,

Plaintiff,



Defendant.

OLD CASTLE HOLDINGS, LTD.,

Plaintiff,



Defendant.

SETTIN,

Plaintiff,



Defendant.

CAPITAL VENTURES INTERNATIONAL,

Plaintiff,

- against - 14 Civ. 725$ (TPG)


Defendant.


ADAMI, et at.,

Plaintiffs,



Defendant.

CAPITAL MARKETS FINANCIAL SERVICES INC.,et at.,

Plaintiffs,



Defendant.

FOGLIA, et at.,

Plaintiffs,



Defendant.

PONS, et al.,

Plaintiffs,



Defendant.


GUIBELALDE, et a!.,

Plaintiffs,



Defendant.

DORRA, eta!.,

Plaintiffs,



Defendant.

BELOQUI, eta!.,

Plaintiffs,



Defendant.


Plaintiff,



Defendant.



Plaintiff,

- against -


Defendant.


Plaintiff,

- against -


Defendant.

MONTREUX PARTNERS, L.P.,

Plaintiff,

- against -


Defendant.

LOS ANGELES CAPITAL,

Plaintiff,

- against -


Defendant.

14 Civ. 3127 (TPG)

14 Civ. 10016 (TPG)

14 Civ. 7171 (TPG)

14 Civ. 7169 (TPG)


CORDOBA CAPITAL,

Plaintiff,



Defendant.

WILTON CAPITAL, LTD.,

Plaintiff,



Defendant.

MCHA HOLDINGS. LLC,

Plaintiff,



Defendant.

MCHA HOLDINGS, LLC,

Plaintiff,



Defendant.


ANDRAREX LTD.,

Plaintiff,



Defendant.

CLARIDAE, et at.,

Plaintiffs,



Defendant.

ARAG-A LIMITED, eta!.,

Plaintiffs,



Defendant.

ATTESTOR MASTER VALUE FUND LP,

Plaintiff,



Defendant.


ANGULO, et a!.,

Plaintiffs,



Defendant.

LAMBERTINI, Ct a!.,

Plaintiffs,



Defendant.

HONERO FUND I, LLC,

Plaintiff,



Defendant.


Plaintiff,

-against- 15 Civ. 158$ (TPG)


Defendant.


BANCA ARNER S.A., et at.,

Plaintiffs,



Defendant.

TRINITY IN VESTMENTS LIMITED,

Plaintiff,



Defendant.


Plaintiff,



Defendant.

MCHA HOLDINGS, LLC,

Plaintiff,



Defendant.


MCHA HOLDINGS, LLC,

Plaintiff,



Defendant.

ERCOLANI, et at.,

Plaintiffs,



Defendant.

FAZZOLARI, et at.,

Plaintiffs,



Defendant.

STONEHILL INSTITUTIONAL PARTNERS, L.P., eta!.,

Plaintiffs,



Defendant.


WHITE HAWTHORNE, LLC,

Plaintiff,



Defendant.

VR GLOBAL PARTNERS, LP,

Plaintiff,



Defendant.

HONERO FUND I, LLC,

Plaintiff,



Defendant.

PROCELLA HOLDINGS, L.P.,

Plaintiff,



Defendant.


BYBROOK CAPITAL MASTER FUND LP, et al.,

Plaintiffs,



Defendant.

BYBROOK CAPITAL MASTER FUND LP, et a!.,

Plaintiffs,



Defendant.

DECLARATION OF MATTHEW DUKES

Matthew Dukes hereby declares as follows:

1. I am a Director and an officer of Deutsche Bank Securities Inc.

(“Deutsche Bank”). This Declaration is based upon my personal knowledge.

2. On April 19, 2016, the Republic of Argentina (the “Republic”) and

Deutsche Bank, for itself and as a representative of certain Initial Purchasers, entered into

a Purchase Agreement. The Purchase Agreement provides that the Republic shall issue

and sell bonds to the Initial Purchasers, as that term is defined in the Purchase

Agreement. Deutsche Bank acts as billing and delivery bank under the terms of the

Purchase Agreement. A true and correct copy of the Purchase Agreement is attached

hereto as Exhibit A.

1


3. On April 22, 2016, in accordance with the terms of the Purchase

Agreement, Deutsche Bank made payments, from the net proceeds of the sale of bonds

contemplated by the Purchase Agreement. by wire transfer in immediately available

funds to each of the February 29 Settling Parties listed in Exhibit 2 to the Declaration of

Santiago Bausili dated April 22, 2016. Deutsche Bank paid the February 29 Settling

Parties (as defined in the Bausiti Declaration of April 22) the amount shown opposite

each such february 29 Settling Party in Bausili Exhibit 2.

4. Exhibit B attached hereto is a true and correct list of the payments

made by Deutsche Bank to the February 29 Settling Parties and includes: fi) the name of

the Settling Party, (ii) the amount paid to such Settling Party and (iii) the Fedwire

reference number.

5. I declare under penalty of perjury that the foregoing is true and

correct.

Executed on April 22, 2016.

/

atthew Dukes

2


VJIqIqX3


Execution Version

REPUBLIC OF ARGENTINA

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

PURCHASE AGREEMENTApril 19, 2016

Deutsche Bank Securities Inc.HSBC Securities (USA) Inc.J.P. Morgan Securities LLCSantander Investment Securities Inc.

As Representatives of the several Initial Purchasers listedin Schedule 1 hereto

do Deutsche Bank Securities Inc.60 Wall StreetNew York, New York 10005

do HSBC Securities (USA) Inc.452 Fifth AvenueNew York, New York 10018

do J.P. Morgan Securities LLC383 Madison AvenueNew York, New York 10179

do Santander Investment Securities Inc.45 East 53rd StreetNew York, New York 10022

Ladies and Gentlemen:

THE REPUBLIC OF ARGENTINA (the “Republic”) proposes to issue and sell (the“Offering”) to the several initial purchasers listed in Schedule I hereto (the “Initial Purchasers”),for whom you are acting as representatives (the “Representatives”) and such Initial Purchasersseverally agree to purchase from the Republic, (i) U.S.$l,562,000,000 principal amount of its6.250% Bonds due 2019 (the “Series A Securities”); (ii) U.S.$2,556,000,000 principal amount ofits 6.875% Bonds due 2021 (the “Series B Securities”), (iii) U.S.$3,692,000,000 principalamount of its 7.500% Bonds due 2026 (the “Series C Securities”); (iv) U.S.$ 1,562,000,000principal amount of its 7.625% Bonds due 2046 (the “Series D Securities,” and together with the


Series A Securities, Series B Securities, and the Series C Securities, the “Securities”). TheSecurities will have the benefit of a registration rights agreement (the “Registration RightsAgreement”) to be dated as of the Closing Date (as defined below) between the Republic and theRepresentatives, pursuant to which the Republic will agree to register the Securities under theUnited States Securities Act of 1933, as amended (the “Securities Act”), and the rules andregulations promulgated by the Securities and Exchange Commission thereunder subject to theterms and conditions therein specified. The Securities will be issued pursuant to an Indenture tobe dated as of April 22, 2016 (the “Indenture”) between the Republic and The Bank of NewYork Mellon, as trustee (the “Trustee”) and the Authorization (as defined in the Indenture) to bedated April 22, 2016. Except where the context otherwise requires, terms not otherwise definedin this purchase agreement (the “Agreement”) shall have the meanings specified in the Indenture,Preliminary Offering Memorandum or in the Securities.

The Securities will be sold to the Initial Purchasers without being registered under theSecurities Act, in reliance upon an exemption therefrom, and resold to qualified institutionalbuyers in compliance with the exemption from registration provided by Rule 144A under theSecurities Act (“Rule_144A”) and in offshore transaction in reliance on Regulation S under theSecurities Act (“Regulation S”).

The Republic has prepared a preliminary offering memorandum dated April 11, 2016 (the“Preliminary Offering Memorandum”) and will prepare an offering memorandum dated the datehereof (the “Offering Memorandum”) setting forth information describing the Republic, theterms of the offering and the terms of the Securities. Copies of the Preliminary OfferingMemorandum have been, and copies of the Offering Memorandum will be, delivered by theRepublic to the Initial Purchasers pursuant to the terms of this Agreement. The Republic herebyconfirms that it has authorized the use of the Preliminary Offering Memorandum, the other Timeof Sale Information (as defined below) and the Offering Memorandum in connection with theoffering and resale of the Securities by the Initial Purchasers in the manner contemplated by thisAgreement.

At or prior to 5:04 P.M., New York City time or such other time as agreed by theRepublic and the Representatives (the “Time of Sale”), the following information shall havebeen prepared (collectively, the “Time of Sale Information”): the Preliminary OfferingMemorandum, as supplemented and amended by the written communications listed on Annex Ahereto, including the pricing term sheet, substantially in the form of Annex B hereto, setting forththe terms of the Securities (the “Pricing Term Sheet”).

The Republic hereby confirms its agreement with the several Initial Purchasersconcerning the purchase and resale of the Securities, as follows:

1. Purchase and Resale of the Securities.

(a) The Republic agrees to issue and sell the Securities to the several InitialPurchasers as provided in this Agreement, and each Initial Purchaser, on the basis of therepresentations, warranties and agreements set forth herein and subject to the terms andconditions set forth herein, agrees, severally and not jointly, to purchase from the Republic the

2


respective principal amount of Securities set forth opposite such Initial Purchaser’s name onSchedule I hereto at a price equal to (1) 99.820% of the principal amount thereof plus accruedinterest, if any, from (and including) April 22, 2016 to (and excluding) the Closing Date withrespect to the Series A Securities; (ii) 99.820% of the principal amount thereof plus accruedinterest, if any, from (and including) April 22, 2016 to (and excluding) the Closing Date withrespect to the Series B Securities; (iii) 99.$20% of the principal amount thereof plus accruedinterest, if any, from (and including) April 22, 2016 to (and excluding) the Closing Date withrespect to the Series C Securities; and (iv) 95.578% of the principal amount thereof plus accruedinterest, if any, from (and including) April 22, 2016 to (and excluding) the Closing Date withrespect to the Series D Securities. The Republic will not be obligated to deliver any Securitiesexcept upon payment for all the Securities to be purchased as provided herein.

(b) The Republic understands that the Initial Purchasers intend to offer the Securitiesfor resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser,severally and not jointly, represents, warrants and agrees that:

(i) it is a qualified institutional buyer (a “QI”) within the meaning of Rule144A;

(ii) it has not solicited offers for, or offered or sold, and will not solicit offersfor, or offer or sell, the Securities by means of any form of general solicitation or generaladvertising within the meaning of Rule 502(c) of Regulation D or in any mannerinvolving a public offering within the meaning of Section 4(a)(2) of the Securities Act;and

(iii) it has not solicited offers for, or offered or sold, and will not solicit offersfor, or offer or sell, the Securities as part of their initial offering except:

(A) within the United States to persons whom it reasonably believes tobe QIBs in transactions pursuant to Rule 144A and in connection with each suchsale, it has taken or will take reasonable steps to ensure that the purchaser of theSecurities is aware that such sale is being made in reliance on Rule 144A; or

(B) outside the United States to persons other than U.S. persons, asdefined in Regulation S, in reliance upon Regulation S and in accordance with therestrictions set forth in Annex C hereto;

that in each case, in purchasing the Securities are deemed to have represented andagreed as provided in the Offering Memorandum under the caption “Notice toInvestors.”

(c) Each Initial Purchaser acknowledges and agrees that the Republic and, forpurposes of the “no registration” opinions to be delivered to the Initial Purchasers pursuant toSections 5(h) and 5(k), counsel for the Republic and counsel for the Initial Purchasers,respectively, may rely upon the accuracy of the representations and warranties of the InitialPurchasers, and compliance by the Initial Purchasers with their agreements, contained in

3


paragraph (c) above (including Annex C hereto), and each Initial Purchaser hereby consents tosuch reliance.

(d) The Republic acknowledges and agrees that the Initial Purchasers may offer andsell Securities to or through any affiliate of an Initial Purchaser and that any such affiliate mayoffer and sell Securities purchased by it to or through any Initial Purchaser, and will be deemedto have made all of the representations and warranties of the Initial Purchasers set forth herein.

(e) The Republic acknowledges and agrees that each Initial Purchaser is acting solelyin the capacity of an arm’s length contractual counterparty to the Republic with respect to theoffering of Securities contemplated hereby (including in connection with determining the termsof the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Republic orany other person. Additionally, the Initial Purchasers are not advising the Republic or any otherperson as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. TheRepublic shall consult with its own advisors concerning such matters and shall be responsible formaking its own independent investigation and appraisal of the transactions contemplated hereby,and no Initial Purchaser shall have any responsibility or liability to the Republic with respectthereto. Any review by any Initial Purchaser of the Republic and the transactions contemplatedhereby or other matters relating to such transactions will be performed solely for the benefit ofthe Initial Purchasers and shall not be on behalf of the Republic or any other person.

2. Delivery, Assignment and Payment.

(a) Delivery of the Securities will be made at the offices of Shearman & Sterling LLPat 10:00 A.M., New York City time, on April 22, 2016, or at such other time or place on thesame date or such other date, that is a business day, as the Representatives and the Republic mayagree upon in writing. The time and date of such delivery is referred to herein as the “ClosingDate”.

(b) Payment for the Securities (as described in clause (c) below) shall be madeagainst delivery through the facilities of The Depository Trust Company (“Ic”). for theaccount of the Initial Purchasers, of one or more global notes representing the Securities(collectively, the “Global Note”), with any transfer taxes payable in connection with the sale ofthe Securities duly paid by the Republic. A draft of the Global Note will be made available forinspection by the Representatives not later than 1:00 P.M., New York City time, on the day priorto the Closing Date.

(c) The Republic hereby irrevocably:

(i) transfers and assigns (and grants a first priority security interest in) the Republic’sright to receive the payment under paragraph (b) above of the gross proceeds of the Offering,less the amounts payable under paragraph (d) below (the “Net Proceeds”) to each of the entitiesidentified in Column B of Schedule 2 hereto (each an “Assignee”), to the extent of the amountshown opposite the name of that Assignee in Column C of Schedule 2 hereto (for each Assignee,the “Assigned Amount”);

4


(ii) instructs Deutsche Bank Securities Inc., as billing and delivery bank (the “3DB”),to pay, out of the Net Proceeds of the Offering, by wire transfer in immediately available fundsto each Assignee the Assigned Amount (in U.S. dollars or Euros) payable to that Assignee in theorder set forth in Column A of Schedule 2; provided that the 3DB shall not initiate wires toAssignees other than each of NML Capital, Ltd., Aurelius Capital Master, Ltd., ACP Master,Ltd., Aurelius Opportunities Fund II, LLC, Aurelius Capital Partners, LP, Blue Angel Capital ILLC, Olifant Fund, Ltd., FYI Ltd. and FF1 fund Ltd. (collectively the “Lead Plaintiffs”), unlessthe BDB has provided written notification (by electronic mail to the addresses set forth inSchedule III to Addendum A to the Agreement in Principle between the Republic and the LeadPlaintiffs, dated as of February 29, 2016 as modified via email exchange on February 2$, 2016,attached as Annex D hereto (the “Agreement in Principle”) to each of the Lead Plaintiffs of thetime of initiation of the wire transfer made to such Lead Plaintiff, the federal reference numbersfor such wire, the respective Assigned Amount so wired and such Lead Plaintiff’s account towhich it was wired, which account shall be as set forth in Schedule II to Addendum A to theAgreement in Principle (the “Wire Confirmation Information”); and providedfurther that after,and only after, the condition set forth in the preceding proviso is satisfied, the 3DB shall initiatethe wires to the Assignees other than the Lead Plaintiffs and shall provide such Assigneesprompt written confirmation of the initiation of the wire transfers, including the time ofinitiation, the amounts of the wire transfers and the federal reference numbers;

(iii) instructs the 3DB not to initiate wires or other transfers of the Net Proceeds of theOffering, other than as provided in the preceding clause (ii), unless either (1) each of the LeadPlaintiffs has provided written notification to the 3DB (by electronic mail to the addressprovided by the BDB to the Lead Plaintiffs in accordance with the provisions of Addendum A tothe Agreement in Principle) that the financial institution at which its account is held has receivedpayment in full of the amounts owed to such Lead Plaintiff pursuant to the Agreement inPrinciple by Fedwire for crediting to such Lead Plaintiff’s account, or (II) none of the LeadPlaintiffs has provided written notification to the 3DB (by electronic mail as aforesaid), withinsixty (60) minutes of such Lead Plaintiff’s receipt of the Wire Confirmation Information, thatsuch Lead Plaintiff is unable to confirm receipt of such funds; and

(iv) agrees to cooperate with each Assignee in any reasonable measures taken by thatAssignee to perfect in any relevant jurisdiction the security interest granted hereby in theAssigned Amount payable to that Assignee.

(U) On the Closing Date, the Republic agrees to pay or cause to be paid, through the3DB that is hereby authorized and instructed by the Republic to withhold the correspondingamounts from the proceeds of the Offering, to (i) the Initial Purchasers in same day funds acombined underwriting commission and selling concession of 0.1$ % of the aggregate principalamount of the Securities (the “Fee”), in U.S. dollars to such U.S. dollar account as shall bedesignated by the Initial Purchasers to the Republic, of which each Representative shall receive19% of the Fee, and each of the other Initial Purchasers shall receive 8% of the Fee and (ii) theparties listed on Schedule 3 hereto in such amounts opposite such parties’ name. The Republichereby transfers and assigns (and grants a first priority security interest in) to each of the InitialPurchasers, the Republic’s rights to receive the proceeds of the offering to extent of the fees andin respect of the expenses detailed on Schedule 3.

5


3. Representations and Warranties of the Republic. The Republic represents andwarrants to each Initial Purchaser that:

(a) Preliminaiy Offering Memorandum, Time ofSale Information and OfferingMemorandum. The Preliminary Offering Memorandum, as of its date, did not, the Time of SaleInformation, at the Time of Sale, did not, and at the Closing Date, will not, and the OfferingMemorandum, in the form first used by the Initial Purchasers to confirm sales of the Securitiesand as of the Closing Date, will not, contain any untrue statement of a material fact or omit tostate a material fact necessary in order to make the statements therein, in the light of thecircumstances under which they were made, not misleading; provided, that the Republic makesno representation or warranty with respect to any statements or omissions made in reliance uponand in conformity with information relating to any Initial Purchaser furnished to the Republic inwriting by or on behalf of such Initial Purchaser through the Representatives expressly for use inthe Preliminary Offering Memorandum, the Time of Sale Information or the OfferingMemorandum, it being understood and agreed that the only such information consists of theinformation described as such in Section 7(b) hereof.

(b) Additional Written Communications. The Republic (including its agents andrepresentatives, other than the Initial Purchasers in their capacity as such) has not prepared,made, used, authorized, approved or referred to and will not prepare, make, use, authorize,approve or refer to any written communication that constitutes an offer to sell or solicitation ofan offer to buy the Securities (each such communication by the Republic or its agents andrepresentatives (other than a communication referred to in clauses (i), and (ii)) an “Issuer WrittenCommunication’”) other than (1) the Preliminary Offering Memorandum, (ii) the OfferingMemorandum, (iii) the documents listed on Annex A hereto, the Pricing Term Sheet,substantially in the form of Annex B hereto, which constitute part of the Time of SaleInformation, and (iv) any electronic road show or other written communications, in each caseused in accordance with Section 4(c) hereof, and in the cases of(i) to (iv) any amendment orsupplement thereto. Each such Issuer Written Communication, when taken together with theTime of Sale Information at the Time of Sale, did not, and at the Closing Date will not, containany untrue statement of a material fact or omit to state a material fact necessary in order to makethe statements therein, in the light of the circumstances under which they were made, notmisleading; provided, that the Republic makes no representation or warranty with respect to anystatements or omissions made in each such Issuer Written Communication in reliance upon andin conformity with information relating to any Initial Purchaser furnished to the Republic inwriting by such Initial Purchaser through the Representatives expressly for use in any IssuerWritten Communication, it being understood and agreed that the only such information furnishedby or on behalf of the Initial Purchasers consists of the information described as such in Section7(b) hereof.

(c) Power and Authority. The Republic has full power and authority to execute anddeliver each of this Agreement, the Indenture, the Registration Rights Agreement, the ProcessAgent Agreement (as defined herein), the Securities and all other documents and instruments tobe executed and delivered by the Republic hereunder and thereunder (collectively, the“Transaction Documents”) and to perform its obligations thereunder; and all action required tobe taken for the due and proper authorization, execution and delivery of the Transaction

6


Documents (including execution and authorization, execution and delivery of the Authorizationcontemplated thereunder), and the consummation of the transactions contemplated hereby havebeen duly and validly taken.

(d) Transaction Documents. This Agreement has been duly executed and delivered bythe Republic and constitutes a valid and legally binding agreement of the Republic enforceableagainst the Republic in accordance with their terms; each of the Indenture and the Authorizationcontemplated thereunder and the Registration Rights Agreement has been duly authorized by theRepublic and on the Closing Date will be duly executed and delivered by the Republic and, whenduly executed and delivered in accordance with its terms by each of the parties thereto on theClosing Date, will constitute a valid and legally binding agreement of the Republic enforceableagainst the Republic in accordance with its respective terms subject as to enforcement to generalequity principles; the Securities have been duly authorized by the Republic and on the ClosingDate will be duly executed and delivered by the Republic and, when duly executed and deliveredin accordance with its terms by each of the parties thereto on the Closing Date and paid for asprovided herein, wilt constitute valid and legally binding obligations of the Republic enforceableagainst the Republic in accordance with their terms, subject as to enforcement to general equityprinciples, and will be entitled to the benefits of the Indenture.

(e) Exchange Securities. On the Closing Date, the securities to be offered inexchange for the Securities pursuant to the Registration Rights Agreement (the “ExchangeSecurities”) will have been duty and validly authorized for issuance by the Republic, and whenissued and authenticated in accordance with the terms of the Indenture and the RegistrationRights Agreement, will constitute valid and binding obligations of the Republic, enforceableagainst the Republic in accordance with their terms; and the Exchange Securities will conform tothe descriptions thereof in the Time of Sale Information and Offering Memorandum.

(f) Descriptions of the Transaction Documents. Each of the Transaction Documentsconform in all material respects to the description thereof contained in each of the Time of SaleInformation and the Offering Memorandum.

(g) No Conflicts. The execution, delivery and performance by the Republic of eachTransaction Document, the issuance, sale and delivery of the Securities and compliance by theRepublic with the terms thereof and the consummation of the transactions contemplated by theTransaction Documents will not (i) conflict with or result in a breach of any constitutionalprovision, any provision of any treaty, convention, statute, law, regulation, decree, judgment, orderof any government, governmental body or court, domestic or foreign court order or similar authoritybinding on the Republic, (ii) conflict with or result in a breach of any of the terms or provisions of,or constitute a default under, any fiscal agency agreement, indenture, trust deed, mortgage or otheragreement to which the Republic is a party or by which any of the properties or assets of theRepublic are bound, including the Agreement in Principle and including Addendum A thereto, or(iii) result in the creation of any lien or encumbrance upon such properties or assets, except, in casesof clauses (ii) and (iii), for those violations and defaults which individually and, in the aggregate, arenot material to the Republic taken as a whole.

7


(h) No Consents Required. No consent, approval, authorization, permit, order,registration or qualification of or with any court, government or governmental agency or body orany third party is required to be taken, fulfilled, performed or obtained in the Republic orelsewhere (including without limitation, the obtaining of any consent, approval or license or themaking of any filing or registration) for the execution and delivery of the Transaction Documentsby the Republic, or for the issue, sale, delivery and performance of the Securities ascontemplated herein and in the Preliminary Offering Memorandum, the Time of SateInformation, the Offering Memorandum, the consummation of the other transactionscontemplated by the Transaction Documents, and the compliance by the Republic with the termsof the Transaction Documents, as the case may be, or for the validity or enforceability of theTransaction Documents against the Republic except, Law 27,249, Law 27,198 approving theRepublic’s budget for 2016, Decree 594/2016, Resolution 137/2016, Resolution 135/2016 of theMinistry of Treasury and Public Finance (Ministerio de Hacienday finanzas Páblicas), whichhave been duly obtained and are in full force and effect on the date hereof and will be in fullforce and effect on the Closing Date and a resolution of the Ministry of Treasury and PublicFinance (Ministerio de Hacienday finanzas Prthticas) or the Secretary of Finance of theMinistry of Treasury and Public duly authorized approving the transactions contemplated herein;provided, however, that this resolution is not required for the effectiveness of this Agreement.

(I) Legal Proceedings. Except as described in each of the Time of Sale Informationand the Offering Memorandum, there are no pending or, after due inquiry, threatened actions orproceedings (foreign or domestic) against or affecting the Republic or any NationalGovernmental Agency which, if determined adversely to the Republic or any such NationalGovernmentaL Agency, would individually or in the aggregate have a materially adverse effecton the financial condition or revenues and expenditures of the Republic or would materiallyadversely affect the ability of the Republic to perform its obligations under the TransactionDocuments, or which are otherwise material in the context of the issue of the Securities. As usedherein, the term “National Governmental Agency” means any ministry, department, agency,statutory body or autonomous regulatory authority (including, without limitation, the ArgentineCentral Bank) of the Republic or any political subdivision thereof or therein (including, withoutlimitation, relating to budget approvals and exchange controls).

(j) Taxes. There is no tax, duty, levy, impost, deduction, governmental charge orwithholding imposed by the Republic or any political subdivision or taxing authority thereof ortherein by virtue of the execution, delivery, performance or enforcement of the TransactionDocuments (except for court fees and taxes incurred in connection with enforcementproceedings) or to ensure the legality, enforceability, validity or admissibility into evidence ofthe Transaction Documents or of any other document to be furnished thereunder, and it is notnecessary that the Transaction Documents be submitted to, filed or recorded with any court orother authority in the Republic to ensure such legality, validity, enforceability or admissibilityinto evidence (except for court fees and taxes incurred in connection with enforcementproceedings, if any).

(k) Sanctions. The Republic will not, knowingly, use the Net Proceeds of the Offeringcontemplated hereby, or lend, contribute or otherwise make available such proceeds to any otherperson or entity (1) to fund any activities of or business with any person that, at the time of such

8


funding, is the subject of any sanctions administered by the Office of Foreign Assets Control ofthe U.S. Treasury Department, the U.S. Department of Commerce, the U.S. Department of State,the United Nations Security Council, the European Union, Her Majesty’s Treasury (collectively,“Sanctions”), or is in Crimea, Cuba, Iran, North Korea, Sudan, or Syria or (ii) in any othermanner that wilt, in each case, result in a violation by any person (including any person participatingin the transaction, whether as initial purchaser, advisor, investor or otherwise) of Sanctions.

(1) No MaterialAdverse Change. Subsequent to the respective dates as of whichinformation is given in the Time of Sale Information and the Offering Memorandum, there has notbeen any material adverse change, or any event that could reasonably be expected to result in aprospective material adverse effect in (i) the financial or economic condition of the Republic or (ii)the ability of the Republic to perform its obligations under the Transaction Documents.

(m) Republic ‘s Obligations. When duly issued and authenticated and paid for by theInitial Purchasers, the Securities will constitute direct, general, unconditional and unsubordinatedobligations of the Republic for which the full faith and credit of the Republic will have beenpledged; when issued, the Securities will rank without any preference among themselves andequally with all other unsubordinated public external indebtedness of the Republic. It is understoodthat this provision shall not be construed so as to require the Republic to make payments under theSecurities ratably with payments being made under any other public external indebtedness of theRepublic.

(n) No Immunity. Pursuant to the waiver of immunity in Section 15(g) hereof, neitherthe Republic nor any of its revenues, property or assets is entitled, in any jurisdiction to which ithas submitted to jurisdiction under Section 15(d) hereof, to sovereign or other immunity fromsuit, jurisdiction of any court in such jurisdiction, set-off, attachment prior to judgment,attachment in aid of execution ofjudgment, execution ofajudgment or from other legal processin such courts. The waiver of immunity by the Republic contained or to be contained in theTransaction Documents, the appointment of the process agent in the Transaction Documents, theconsent by the Republic to the jurisdiction of the courts specified in the Transaction Documents,and provisions stating that the laws of the State of New York govern the Transaction Documents,are irrevocably binding on the Republic to the fullest extent permitted by applicable law),provided, however that any judgment against the Republic by a court in Argentina is capable ofbeing enforced in the courts of the Republic, subject to compliance with the provisions of Article20 of Law No. 24,624, which provides that amounts due pursuant to any judicial action must bepaid out of appropriations in the national budget and provided, further, however that such waivershall not extend to and the Republic shall be immune in respect of and in relation to any suit,action or proceeding in, or the enforcement of any judgment issued by, any court to which theRepublic has submitted to jurisdiction pursuant to Section 15(d) hereof against: (1) any reservesof the Central Bank of Argentina (Banco Central de la Repñblica Argentina); (ii) any property inthe public domain located in the territory of Argentina that falls within the purview of Section234 and 235 of the Civil and Commercial Code of Argentina; (iii) any property located in oroutside the territory of Argentina that provides an essential public service; (iv) any property(whether in the form of cash, bank deposits, securities, third party obligations or any othermethods of payment) of Argentina, its governmental agencies and other governmental entitiesrelating to the performance of the budget, within the purview of Sections 165 through 170 of

9


Law No. 11,672, Complementaria Permanente de Presupuesto (t.o. 2014); (v) any propertyentitled to the privileges and immunities of the Vienna Convention on Diplomatic Relations of1961 and the Vienna Convention on Consular Relations of 1963, including, but not limited to,property, premises and bank accounts used by the missions of Argentina; (vi) any property usedby a diplomatic, governmental or consular mission of the Republic; (vii) taxes, duties, levies,assessments, royalties or any other governmental charges imposed by Argentina, including theright of Argentina to collect any such charges; (viii) any property of a military character or underthe control of a military authority or defense agency of Argentina; (ix) any property forming partof the cultural heritage of Argentina; and (x) property protected by any applicable sovereignimmunity law. The waiver of immunity by the Republic contained in Section 15 hereof, Section9.7 of the Indenture and Section 6(j) of the Registration Rights Agreement, and theindemnification and contribution provisions contained in Section 7 hereof do not conflict withArgentine law or public policy.

(o) IMf. The Republic is a member of, and is eligible to use the general resources of,the International Monetary Fund (the “f’). The IMF has not limited, pursuant to its articles ofagreement or rules and regulations, the use of the Republic of the general resources of the IMf.

(p) Rule ]44A Eligibility. On the Closing Date, the Securities will not be of the sameclass (within the meaning of Rule 144A(d)(3) under the Securities Act) as securities listed on anational securities exchange registered under Section 6 of the U.S. Securities Exchange Act of 1934,as amended (the “Exchange Act”) or quoted in an automated inter-dealer quotation system.

(q) No General Solicitation or Directed $elling Efforts. Neither the Republic nor anyother person acting on its behalf (other than the Initial Purchasers, as to which no representationis made) has (i) solicited offers for, or offered or sold, the Securities by means of any form ofgeneral solicitation or general advertising within the meaning of Rule 502(c) of Regulation D orin any manner involving a public offering within the meaning of Section 4(a)(2) of the SecuritiesAct or (ii) engaged in any directed selling efforts within the meaning of Regulation S, and allsuch persons have complied with the offering restrictions requirement of Regulation S.

(r) Securities Law Exemptions. Assuming the accuracy of the representations andwarranties of the Initial Purchasers contained in Section 1(b) (including Annex C hereto) andtheir compliance with their agreements set forth therein, it is not necessary, in connection withthe issuance and sale of the Securities to the Initial Purchasers and the offer, resale and deliveryof the Securities by the Initial Purchasers in the manner contemplated by this Agreement, theTime of Sale Information and the Offering Memorandum or to register the Securities under theSecurities Act.

(s) forward-Looking Statements. No forward-looking statement (within the meaningof Section 27A of the Securities Act and Section 21 E of the Exchange Act) included in any ofthe Time of Sale Information or the Offering Memorandum has been made without a reasonablebasis or has been disclosed other than in good faith.

(t) Listing. The Republic has applied to admit the Securities for listing on the OfficialList of the Luxembourg Stock Exchange and the Mercado de Valores de Buenos Aires, S.A.

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(“Menial”) and for trading on the Euro MTF Market and the Mercado Abierto Electrónico, S.A.(“MAE”).

(u) No Taxes Payable by Initial Purchasers. There are no stamp or other issuance ortransfer taxes or duties and no capital gains, income, assets tax, gross turnover tax, gift tax, taxon debits and credits in bank accounts, withholding or other similar fees or charges required tobe paid by or on behalf of the Initial Purchasers to the Republic, or to any taxing authoritythereof or therein, as the case may be, in connection with (i)the execution and delivery of theTransaction Documents and (ii) the holding of the securities by the Initial Purchasers and theoffer or sale of the Securities by the Republic to the Initial Purchasers and by the InitialPurchasers to subsequent purchasers in accordance with the terms of this Agreement.

(v) Withholding Taxes. With respect to any natural or legal person that resides outsideof Argentina and is not otherwise an Argentine resident for Argentine tax purposes or anArgentine registered taxpayer, there is no tax, levy, deduction, charge or withholding imposed bythe Republic or any political subdivision or taxing authority thereof or therein either (i) on or byvirtue of the execution, delivery, enforcement of the Transaction Documents or (ii) any paymentto be made by the Republic hereunder or any payment in respect of any of the Securities andsales or other transfers of the Securities effected outside Argentina by such persons are notsubject to taxes, duties, deductions, withholdings or other charges of whatever nature in theRepublic.

(w) Legal Form. The Transaction Documents are or, upon due execution and deliverythereof, will be, as applicable, and the Securities, upon the due execution, authentication,issuance and delivery thereof, will be, in proper legal form under the laws of the Republic for theenforcement thereof in the Republic against the Republic; provided, that an official translation toSpanish of any Transaction Document to be enforced must be included in such enforcementaction.

(x) Legal Requirements. To ensure the legality, validity, enforceability oradmissibility in evidence in Argentina of the Transaction Documents, it is not necessary that theTransaction Documents or any other document or instrument hereunder or thereunder beregistered, recorded or filed with any court or other authority in Argentina or be notarized or thatany documentary, stamp or similar tax, imposition or charge be paid on or in respect of theTransaction Documents, such Securities or any other document or instrument hereunder orthereunder, other than any court tax of such amount as may apply from time to time underapplicable Argentine law in respect of the Transaction Documents or any other document orinstrument hereunder or thereunder brought before the Argentine courts.

(y) No Restriction to Payments. There is no law or regulation of the Republic thatwould restrict the Republic’s ability to make payment to the Initial Purchasers in U.S. dollarsoutside Argentina.

(z) Enforcement ofForeign Judgments. Except as described in the OfferingMemorandum, any final judgment for a fixed or determined sum of money rendered by any U.S.federal or New York state court located in the State of New York having jurisdiction under its

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own laws in respect of any suit, action or proceeding against the Republic based upon any of theTransaction Documents would be declared enforceable against the Republic by the courts ofArgentina, without reconsideration or reexamination of the merits, subject to the followingconditions: (1) the judgment of the relevant court to be enforced shall be final and conclusive;(ii) the jurisdiction of the courts has not been precluded by any law, order or treaty; (iii) serviceof process for any proceeding against the Republic has been lawfully effected on the Republicand was given an opportunity to defend against the foreign action; (iv) the judgment must bevalid in the jurisdiction where rendered and its authenticity must be established in accordancewith the requirements of Argentine law; (v) the judgment must not violate the principles ofpublic policy of Argentine law; and (vi) the judgment shall not be contrary to a prior orsimultaneous judgment of an Argentine court.

(aa) Licenses, Consents and Residence. It is not necessary under the laws of theRepublic that the Initial Purchasers be licensed, qualified or entitled to carry on business in theRepublic by reason of the execution, delivery, performance or enforcement of any of theTransaction Documents and the Initial Purchasers will not be deemed resident, domiciled, to becarrying on business or subject to taxation in the Republic solely by reason of the execution,delivery, performance outside the Republic or enforcement of the Transaction Documents.

(bb) Ratings. The Republic has not been informed by either Moody’s InvestorsService, Inc. (“Moody’s”) or Standard & Poor’s Ratings Service (“Standard & Poor’s”) that anyof them intends or is contemplating any downgrading in any rating accorded to the Republic’sdebt securities to any rating category lower than 33 or B-.

(cc) Valid Choice ofLaw. The choice of laws of the State of New York as thegoverning law of the Transaction Documents is a valid choice of law under the laws ofArgentina.

(dd) Submission to Jurisdiction. The Republic has the power to submit, and pursuantto Section 15(d) of this Agreement and Section 9.7 of the Indenture has legally, validly,effectively and irrevocably submitted, to the exclusive jurisdiction of any U.S. federal or NewYork state court located in The City of New York and the courts of the Republic; and has thepower to designate, appoint and empower, and pursuant to Section 15(d) of this Agreement andSection 9.7 of the Indenture, has legally, validly and effectively designated, appointed andempowered an agent for service of process in any suit or proceeding based on or arising underthis Agreement or the Indenture, as applicable, in any U.S. federal or New York state courtlocated in The City of New York.

(ee) IndemnUlcation and Contribution. The indemnification and contributionprovisions set forth in Section 7 hereof do not contravene Argentine law or public policy.

(ff) Agreement in Principle. The Republic has provided to the Initial Purchasers atrue and correct copy of the Agreement in Principle, including Addendum A thereto, and theamounts to be wired to each of the Lead Plaintiffs in accordance with Section 2(c) conform tothe amounts set forth in Addendum A of the Agreement in Principle. Each of the Assignees is

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either a Lead Plaintiff or the holder, or a trustee acting for the benefit of the holders, of OtherSettled Claims, as such term is defined in Addendum A to the Agreement in Principle.

4. further Agreements of the Republic. The Republic covenants and agrees witheach Initial Purchaser that:

(a) Delive;y ofCopies. The Republic will deliver, without charge, to the InitialPurchasers as many copies of the Preliminary Offering Memorandum, any other Time of SaleInformation, any Issuer Written Communication and the Offering Memorandum (including allamendments and supplements thereto) as the Representatives may reasonably request at any timeprior to the Closing Date.

(b) Offering Memorandum, Amendments or Supplements. Before finalizing theOffering Memorandum or making or distributing any amendment or supplement to any of theTime of Sale Information or the Offering Memorandum, the Republic will furnish to theRepresentatives and counsel for the Initial Purchasers a copy of the proposed OfferingMemorandum or such amendment or supplement for review, and will not distribute any suchproposed Offering Memorandum, amendment or supplement to which the Representativesreasonably object.

(c) Additional Written Communications. Before using, authorizing, approving orreferring to any Issuer Written Communication, the Republic will furnish to the Representativesand counsel for the Initial Purchasers a copy of such written communication for review and willnot use, authorize, approve or refer to any such written communication to which theRepresentatives reasonably object.

(ci) Notice to the Representatives. The Republic will advise the Representativespromptly, and confirm such advice in writing, (i) of the issuance by any governmental orregulatory authority of any order preventing or suspending the use of any of the Time of SaleInformation, any Issuer Written Communication or the Offering Memorandum or the initiationor, to the knowledge of the Republic, the threatening of any proceeding for that purpose; (ii) ofthe occurrence of any event at any time prior to the completion of the initial offering of theSecurities as a result of which any of the Time of Sale Information, any Issuer WrittenCommunication or the Offering Memorandum as then amended or supplemented would includeany untrue statement of a material fact or omit to state a material fact necessary in order to makethe statements therein, in the light of the circumstances existing when such Time of SaleInformation, Issuer Written Communication or the Offering Memorandum is delivered to apurchaser, not misleading; and (iii) of the receipt by the Republic of any notice with respect toany suspension of the qualification of the Securities for offer and sale in any jurisdiction or, tothe knowledge of the Republic, the initiation or threatening of any proceeding for such purpose;and the Republic will use its reasonable best efforts to prevent the issuance of any such orderpreventing or suspending the use of any of the Time of Sale Information, any Issuer WrittenCommunication or the Offering Memorandum or suspending any such qualification of theSecurities and, if any such order is issued, will use its best efforts to obtain as soon as possiblethe withdrawal thereof.

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(e) Time ofSale Information. If at any time prior to the Closing Date (i) any eventshall occur or condition shall exist as a result of which any of the Time of Sale Information asthen amended or supplemented would include any untrue statement of a material fact or omit tostate any material fact necessary in order to make the statements therein, in the light of thecircumstances under which they were made, not misleading or (ii) it is necessary to amend orsupplement the Time of Sale Information to comply with law, the Republic will immediatelynotify the Initial Purchasers thereof and forthwith prepare and, subject to paragraph (b) above,furnish to the Initial Purchasers such amendments or supplements to the Time of SaleInformation as may be necessary so that the statements in any of the Time of Sale Information asso amended or supplemented will not, in the light of the circumstances under which they weremade, be misleading or so that any of the Time of Sale Information will comply with law.

(f) Ongoing Compliance ofthe Offering Memorandum. If at any time prior to thecompletion of the initial offering of the Securities by the Initial Purchasers (i) any event shalloccur or condition shall exist as a result of which the Offering Memorandum as then amended orsupplemented would include any untrue statement of a material fact or omit to state any materialfact necessary in order to make the statements therein, in the light of the circumstances existingwhen the Offering Memorandum is delivered to a purchaser, not misleading or (ii) it is necessaryto amend or supplement the Offering Memorandum to comply with law, the Republic willimmediately notify the Initial Purchasers thereof and forthwith prepare and, subject to paragraph(b) above, furnish to the Initial Purchasers such amendments or supplements to the OfferingMemorandum as may be necessary so that the statements in the Offering Memorandum as soamended or supplemented will not, in the light of the circumstances existing when the OfferingMemorandum is delivered to a purchaser, be misleading or so that the Offering Memorandumwill comply with law.

(g) Blue Sky Compliance. The Republic will cooperate with the Initial Purchasers inarranging for the qualification of the Securities for offering and sale under the securities or “BlueSky” laws of such jurisdictions as the Initial Purchasers may reasonably designate, the Republicwill continue such qualifications in effect for as long as may be necessary to complete the resaleof the Securities and the Republic will promptly advise the Initial Purchasers of the receipt by theRepublic of any notification with respect to the suspension of the qualification of the Securitiesfor sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;provided that the Republic shall not be required to file a general consent to service of process inany such jurisdiction, nor shall the Republic be required to take any action that would subject itto the service of process in proceedings, other than relating to the distribution of the Securities inany such jurisdiction where it is not now so subject.

(h) Use ofProceeds. The Net Proceeds from the sale of the Securities will be appliedto settle claims with holders of certain outstanding bonds of the Republic. The Republic willhave no proprietary or reversionary interest in the Net Proceeds. The Republic has transferredand assigned (and granted a first priority security interest in) the Republic’s right to receive thepayment of the Net Proceeds in favor of the settling claimants. A portion of the Net Proceedswill be paid directly to those settling claimants who have obtained paripassu injunctions andentered into agreements in principle with the Republic on or before February 29, 2016, and suchpayments will be made in accordance with Section 2(c)(ii) hereof. The balance of Net Proceeds

14


will be paid to a trustee, acting under a settlement trust agreement, for the benefit of certain othersettling claimants. The payments will be made as described in each of the Time of SaleInformation and the Offering Memorandum under the heading “Use of Proceeds”.

(i) Clear Market. During the period from the date hereof through and including theClosing Date, the Republic will not, without the prior written consent of the Representatives,offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by theRepublic substantially similar to the Securities.

(j) DTC, Euroctear and Ctearstream. The Republic will use its reasonable efforts toassist the Initial Purchasers in arranging for the Securities to be eligible for clearance and settlementthrough DTC, Euroclear and Clearstream.

(k) No Resales by the Republic. The Republic will not, and will use its reasonable bestefforts to cause its Affiliates (as defined in Rule 144 under the Securities Act) not to, resell any ofthe Securities that have been acquired by any of them, except for Securities purchased by theRepublic or any of its Affiliates and resold in a transaction registered under the Securities Act.

(I) No Integration, Neither the Republic nor any of its Affiliates will, directly orthrough any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of,any security (as defined in the Securities Act), that is or will be integrated with the sale of theSecurities in a manner that would require registration of the Securities under the Securities Act.

(m) No General Solicitation or Directed Selling Efforts. Neither the Republic nor anyof its Affiliates or any other person acting on its or their behalf (other than the Initial Purchasers,as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities bymeans of any form of general solicitation or general advertising within the meaning of Rule502(c) of Regulation D or in any manner involving a public offering within the meaning ofSection 4(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within themeaning of Regulation 5, and all such persons will comply with the offering restrictionsrequirement of Regulation S.

(n) No Stabilization. The Republic will not take, directly or indirectly, any actiondesigned to or that could reasonably be expected to cause or result, under the Exchange Act, in anystabilization or manipulation of the price of the Securities.

(o) Exchange Listing. The Republic will use its reasonable efforts to have theSecurities admitted for listing on the Official List of the Luxembourg Stock Exchange and theMenial and for trading on the Euro MTF Market, the alternative market of the LuxembourgStock Exchange and MAE, promptly after the Closing Date.

(p) Tax Gross-Up. The Republic agrees with each of the Initial Purchasers to makeall payments to the Initial Purchasers under the Transaction Documents without withholding ordeduction for or on account of any present or future taxes, duties or other governmental chargesin the nature of a tax (including any interest, additions to tax or penalties) imposed by theRepublic, or any political subdivision or taxing authority thereof or therein or any jurisdictionfrom or through which the Republic makes a payment under the Transaction Documents, each a

15


“Taxing Jurisdiction”, unless the Republic is compelled by law to deduct or withhold such taxes,duties or charges. In that event, the Republic shatl pay such additional amounts as may benecessary in order that the net amounts received after such withholding or deduction will equalthe amounts that would have been received if no withholding or deduction has been made, exceptto the extent that such taxes, duties or charges (a) were imposed due to some connection of anInitial Purchaser with the Taxing Jurisdiction other than the mere entering into of this Agreementor receipt of payments hereunder or (b) would not have been imposed but for the failure of suchInitial Purchaser to comply with any reasonable certification, information, documentation,identification or other reporting requirements concerning the nationality, residence, identity orconnection with the Taxing Jurisdiction if such compliance is required or imposed by law oradministrative practice as a precondition to an exemption from, or reduction in, such taxes,duties or other charges, provided, that (i) any such certification, information, documentation,identification, or other reporting requirements would not be materially more onerous, in form,procedure or substance, than comparable information or other reporting requirements imposedunder U.S. tax law, regulation and administrative practice (such as IRS forms W-8BEN, W8BEN-E, W-8ECI and W-9) and (ii) the Republic has notified the Initial Purchasers in writing ofsuch information or other reporting requirement at least 15 days before the applicable paymentdate. The Republic further agrees to indemnify and hold harmless the Initial Purchasers againstany documentary, stamp, income, gift, gross turnover, debits and credits, capital, assets, sales,transaction or similar issue tax, duty or other governmental charge in the nature of a tax, eitherpresent or future, imposed by the Republic or any political subdivision or taxing authoritythereof or therein, including any interest and penalties, on the creation, holding, issue and initialsale of the Securities, and on the execution, delivery, performance and enforcement of theTransaction Documents.

5. Conditions of Initial Purchasers’ Obligations. The performance of the obligation ofeach Initial Purchaser to purchase Securities on the Closing Date as provided herein is subject tothe performance by the Republic of its covenants and other obligations hereunder and to thefollowing additional conditions:

(a) Representations and Warranties. The representations and warranties of theRepublic contained herein shall be true and correct on the date hereof and on and as of theClosing Date; and the statements of the Republic and its respective officers made in anycertificates delivered pursuant to this Agreement shall be true and correct on and as of theClosing Date.

(b) No Downgrade. Subsequent to the earlier of (A) the Time of Sale and (B) theexecution and delivery of this Agreement, no downgrading shall have occurred in the ratingaccorded to the Securities by Moody’s or Standard and Poor’s to a rating category lower than B3or B-, respectively.

(c) Rating. The Republic shall use its best efforts to have the Securities rated byMoody’s and Standard and Poor’s as soon as practicable subsequent to the execution anddelivery of this Agreement.

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(U) Disruptive Measures. No Disruptive Measure (as defined below) shall haveoccurred.

“Disruptive Measures” shall mean, subsequent to the earlier of (1) the Time of Sale and(ii) the execution and delivery of this Agreement (A) any order (including an attachment order),decision, judgment, precautionary measure, and/or temporary restraining/injunction order issuedby any judicial, administrative or other regulatory authority that prevents the ability of the InitialPurchasers to subscribe for, pay, transfer and/or settle the Securities, including any such measurethat would prevent the delivery of the Securities by the Initial Purchasers to the accounts of thepurchasers of the Securities in the offering (including without limitation accounts in Clearstreamor Euroclear), (B) any discovery order, or similar formal request, requiring the Initial Purchasersor their affiliates to make information relating to the Offering (including the documentationrelated thereto) available to any person, or (C) any order issued by the United States DistrictCourt (“District Court”) for the Southern District of New York or the United States Court ofAppeals for the Second Circuit reversing in whole or in part the order of the District Court datedMarch 2, 2016 in the matter NML Capital, Ltd. v Republic of Argentina (08-cv-6978) and 61related actions.

For purposes of this Section 5(d), Disruptive Measure shall not include clause (B) of theabove definition.

(e) Performing Public External Indebtedness. No Performing Public ExternalIndebtedness, as defined in the Offering Memorandum, has been accelerated in accordance withits terms in an amount that would have a material adverse effect on the financial, economic orfiscal condition of the Republic or its ability to perform its obligations under the TransactionDocuments.

(f) No Material Adverse Change. Subsequent to the execution of this Agreement, noevent or condition shall have occurred or shall exist that would or would reasonably be expectedto have a material adverse effect on the revenues and expenditures or the condition (financial,economic, political or other) of the Republic, which event or condition is not described in each ofthe Time of Sale Information (excluding any amendment or supplement thereto) and the OfferingMemorandum (excluding any amendment or supplement thereto) the effect of which in thereasonable judgment of the Representatives after consultation with the Republic wouldmaterially impair the Initial Purchasers’ ability to market or distribute the Securities on the termsand in the manner contemplated by this Agreement, the Time of Sale Information and theOffering Memorandum.

(g) Certificate. The Initial Purchasers shall have received a certificate of theRepublic, in English, executed by a duly qualified and authorized senior official of the Republicwho has specific knowledge of the Republic’s financial matters, dated the Closing Date, signedon behalf of the Republic, to the effect that such official, or another official in the Secretariat offinance, has carefully examined the Preliminary Offering Memorandum, the Time of SaleInformation, the Offering Memorandum, this Agreement and the Securities and that:

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(1) the representations and warranties of the Republic contained in this Agreementare true and correct on and as of the date hereof and on the Closing Date, and theRepublic has performed all covenants and agreements and satisfied all conditions on itspart to be performed or satisfied hereunder at or prior to the Closing Date; and

(ii) at the Closing Date, since the date hereof or since the date as of whichinformation is given in the Time of Sale Information and Offering Memorandum(exclusive of any amendment or supplement thereto after the date hereof), no event ordevelopment has occurred, and no information has become known, that, individually orin the aggregate, has or would be reasonably likely to have a material adverse effect onthe revenues and expenditures or condition (financial, economic, political or other) of theRepublic; and which event or condition is not described in each of the Time of SaleInformation (excluding any amendment or supplement thereto) and the OfferingMemorandum (excluding any amendment or supplement thereto).

(h) Confirmation by the Argentine Central Bank. On or prior to the Closing Date, theRepublic shall have furnished to the Representatives a copy of the confirmation by the ArgentineCentral Bank issued pursuant to Section 61 of Law 24,156 and implementing regulations.

(1) Internal Opinion ofSolicitor General (Frocurador del Tesoro de la Naciön): Onor prior to the Closing Date, the Republic shall have furnished to the Representatives a copy ofthe internal opinion of the Solicitor General (Frocurador del Tesoro de la Naciön).

G) Resolution: On or prior to the Closing Date, the Republic shall have furnished tothe Representatives a copy of a resolution of the Ministry of Treasury and Public Finance(Ministerio de Hacienda y Finanzas Pithlicas) or of the Secretary of Finance of the Ministry ofTreasury and Public Finance (Secretario de Finanzas del Ministerio de Hacienday finanzasFtthlicas) duly authorized approving the consummation of the transactions contemplated herebyin terms that are satisfactory to the Representatives at their own discretion.

(k) Authorization Cer%flcate. The Initial Purchasers shall have received a certificateof the Republic executed by a duly qualified senior official of the Republic substantially to thefollowing effect:

(1) attaching certified copies of all laws, decrees, resolutions, approvals,authorizations, permits, consents, exemptions, licenses, opinions and other actions of orby, an notices to or for filings or registrations with the Republic (the “ApplicableAuthorizations”), necessary for the Republic to execute, deliver and perform theTransaction Documents or the validity or enforceability thereof

(ii) certifying that none of such Applicable Authorizations has been amended andthat each of such Applicable Authorizations is in full force and effect;

(iii) certifying that the conditions set forth in Section 2 of Law 27,249 have beenmet; and

1$


(iv) attaching an incumbency certificate issued by the Secretary or UnderSecretary of finance of the Republic, certifying as to the authority, incumbency andspecimen signatures of the persons who have executed or will execute the TransactionDocuments on behalf of the Republic.

(I) Opinion and Negative Assurance Letter ofCounsellor the Republic. ClearyGottlieb Steen & Hamilton LLP, counsel for the Republic, shall have furnished to theRepresentatives, at the request of the Republic, their written opinion and negative assuranceletter, dated the Closing Date and addressed to the Initial Purchasers, in form and substancereasonably satisfactory to the Representatives, to the effect set forth in Annex F hereto.

(m) Opinion ofLocal Counsel. Bruchou, Fernández Madero & Lombardi, Argentinecounsel for the Initial Purchasers, shall have furnished to the Representatives, its written opinionand negative assurance letter, dated the Closing Date and addressed to the Initial Purchasers, inform and substance reasonably satisfactory to the Representatives, with respect to such mattersas the Representatives may reasonably request.

(n) Opinion ofSolicitor General and Negative Assurance Letter (Procurador delTesoro de ta Naciön). Cartos BalbIn, Solicitor General for the Republic, shall have furnished tothe Representatives, at the request of the Republic, its written opinion, dated the Closing Dateand addressed to the Initial Purchasers, in form and substance reasonably satisfactory to theRepresentatives.

(o) Opinion and Negative Assurance Letter ofCounselfor the Initial Purchasers.The Representatives shalt have received on and as of the Closing Date an opinion and negativeassurance letter, addressed to the Initial Purchasers, of Shearman & Sterling LLP, counsel for theInitial Purchasers, with respect to such matters as the Representatives may reasonably request,and such counsel shall have received such documents and information as they may reasonablyrequest to enable them to pass upon such matters.

(p) No Legal Impediment to Issuance, The sale of the Securities shall not be enjoined(temporarily or permanently) on the Closing Date and no stop or similar order preventing orsuspending the approval or use of the Offering Memorandum or preventing shall have beenissued, and no proceeding for such purpose shall have been initiated.

(q) DTC, Euroctear and Ctearstream. The Securities shall be eligible for clearance andsettlement through DTC, Euroclear and Clearstream.

(r) Process Agent. On the date hereof, the Initial Purchasers shall have receivedevidence of the agreement (the “Process Agent Agreement”) of the person for the time beingacting as, or discharging the function of, Banco de la Nación Argentina, to act as the processagent of the Republic, as described in Section 15(d) hereof.

(s) Listing. On or before the Closing Date, the Republic will have applied to admitthe Securities for listing on the Official List of the Luxembourg Stock Exchange and the Merval,and for trading on its Euro MTF Market and the MAE.

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(t) Indenture, Registration Rights Agreement and Securities. The Indenture shall havebeen duly executed and delivered by a duly authorized signatory of the Republic and the Trustee;the Registration Rights Agreement shall have been duly executed and delivered by a dulyauthorized signatory of the Republic and the Representatives; and the Securities shall have beenduly executed and delivered by a duly authorized signatory of the Republic and duly authenticatedby the Trustee.

(u) Additional Documents. On or prior to the Closing Date, the Republic shall havefurnished to the Representatives such further certificates, opinions, letters, and documents as theRepresentatives may reasonably request.

(v) No Market Disruption. Subsequent to the date hereof (i) trading in securitiesgenerally on the New York Stock Exchange, or the Nasdaq Stock Market, the Merval or theMAE shall not have been suspended or materially limited or minimum prices shall not have beenestablished on any such exchange or market; (ii) trading in any securities of the Republic on anymarket, exchange or in the over-the-counter market in the United States, the United Kingdom,Argentina or elsewhere shall not have been suspended or materially limited; (iii) a bankingmoratorium shall not have been declared either by Argentine, United States federal or New YorkState authorities, (iv) a material disruption in commercial banking or securities settlement orclearance services in the United States or in Europe shall not have occurred or (v) there shall nothave occurred any outbreak or escalation of major hostilities in which the United States or theRepublic is involved, any declaration of war by the Congress of the United States or theRepublic or any other substantial national or international calamity or emergency if, in the caseof clauses (iv) and (v) hereof, in the Representatives’ judgment, such event would make itimpractical to proceed with the completion of the offer and closing in the manner contemplatedin the Offering Memorandum.

(w) Validity ofthe Agreement in Principle. On the Closing Date, the Agreement inPrinciple shall have not been terminated, and no communication or notice, public or otherwise,by any of the Lead Plaintiffs terminating the Agreement in Principle shall have been issued, orno proceeding for such purpose shall have been received by the Republic.

If any of the conditions specified in this Section 5 shall not have been fulfilled whenand as provided in this Agreement, or if any of the opinions and certificates mentioned above orelsewhere in this Agreement shall not be reasonably satisfactory (except where otherwise soqualified) in form and substance to the Representatives and counsel for the Initial Purchasers, thisAgreement and all obligations of the Initial Purchasers hereunder may be terminated at, or at anytime prior to, the Closing Date by the Representatives. Notice of such termination shall be given tothe Republic in writing or by telephone or facsimile confirmed in writing.

The documents required to be delivered by this Section 5 will be delivered at the offices ofcounsel for the Initial Purchasers, at 599 Lexington Avenue, New York, New York 10022, on theClosing Date.

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6. Certain Agreements of the Initial Purchasers. Each Initial Purchaser herebyrepresents and agrees severally, and not jointly, that it has not and will not use, authorize use of,refer to, or participate in the planning for use of, any written communication that constitutes an offerto sell or the solicitation of an offer to buy the Securities other than (i) a written communication thatcontains no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) that was notincluded in the Preliminary Offering Memorandum or the Offering Memorandum, (ii) any writtencommunication prepared by the Republic pursuant to Section 4(c) above, (iii) any writtencommunication prepared by such Initial Purchaser and approved by the Republic in advance inwriting or (iv) any written communication relating to or that contains the terms of the Securities thatis substantially consistent with the Pricing Term Sheet and/or other information included in thePreliminary Offering Memorandum or the Offering Memorandum, including ordinary coursecommunications via Bloomberg and other similar written communications used by the InitialPurchasers in connection with the marketing and distributing the transactions described in thisAgreement, in each case subject to the provisions of Section 1 hereof. The Initial Purchasersrepresent, warrant and agree severally, and not jointly, that they and each of their affiliates (I) havecomplied and will comply with the terms set out in Annex C hereof, (ii) will maintain theconfidentiality of, and wilt not disclose, Schedule 2 except as necessary to implement theprocedures for payment to the Assignees of the Assigned Amounts, and (iii) will provide promptnotice to the Lead Plaintiffs, to the extent permitted by applicable law, upon becoming aware of anyattempt by any third party to place a lien upon, encumber or otherwise attach the proceeds of, orenjoin, the Offering.

7. Indemnification and Contribution.

(a) Indemnification ofthe Initial Purchasers. The Republic agrees to indemnify andhold harmless each Initial Purchaser, its affiliates, directors, officers, employees and agents andeach person, if any, who controls such Initial Purchaser within the meaning of Section 15 of theSecurities Act or Section 20 of the Exchange Act, from and against any and all losses, claims,damages and liabilities (including, without limitation, legal fees and other expenses incurred inconnection with any (i) Disruptive Measure, (ii) Settlement failure, or (iii) any suit, action orproceeding or any claim asserted, as such fees and expenses are incurred), joint or several, thatarise out of, or are based upon, any untrue statement or alleged untrue statement of a materialfact contained in the Preliminary Offering Memorandum, any of the other Time of SaleInformation, any Issuer Written Communication or the Offering Memorandum (or anyamendment or supplement thereto) or any omission or alleged omission to state therein amaterial fact necessary in order to make the statements therein, in the tight of the circumstancesunder which they were made, not misleading, in each case except insofar as such losses, claims,damages or liabilities arise out of, or are based upon, any untrue statement or omission or allegeduntrue statement or omission made in reliance upon and in conformity with any informationrelating to any Initial Purchaser furnished to the Republic in writing by or on behalf of suchInitial Purchaser through the Representatives expressly for use therein, it being understood andagreed that the only such information furnished by or on behalf of the Initial Purchasers consistsof the information described as such in Section 7(b) hereof.

(b) Indemnfication ofthe Republic. Each Initial Purchaser agrees, severally and notjointly, to indemnify and hold harmless the Republic to the same extent as the indemnity set

21


forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilitiesthat arise out of, or are based upon, any untrue statement or omission or alleged untrue statementor omission made in reliance upon and in conformity with any information relating to such InitialPurchaser furnished to the Republic in writing by or on behalf of such Initial Purchaser throughthe Representatives expressly for use in the Preliminary Offering Memorandum, any of the otherTime of Sale Information, any Issuer Written Communication or the Offering Memorandum (orany amendment or supplement thereto), it being understood and agreed that the only suchinformation consists of the following statements in the Preliminary Offering Memorandum andthe Offering Memorandum: (1) the fourteenth paragraph under the caption “Plan of Distribution”in the Preliminary Offering Memorandum and in the Offering Memorandum about pricestabilization and short positions, and (ii) the fifteenth paragraph under the caption “Plan ofDistribution” in the Preliminary Offering Memorandum and in the Offering Memorandum aboutother relationships.

(c) Notice and Procedures. If any suit, action, proceeding (including any DisruptiveMeasure, Settlement Failure, or governmental or regulatory investigation), claim or demand shallbe brought or asserted against any person in respect of which indemnification may be soughtpursuant to either Section 7(a) or 7(b) above, such person (the “Indemnified Person”) shallpromptly notify the person against whom such indemnification may be sought (the“Indemnifying Person”) in writing; provided, that the failure to notify the Indemnifying Personshall not relieve it from any liability that it may have under Section 7(a) or (b) above except to theextent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses)by such failure; and provided,further, that the failure to notify the Indemnifying Person shall notrelieve it from any liability that it may have to an Indemnified Person otherwise than under Section7(a) or 7(b) above. If any such proceeding shall be brought or asserted against an thdemnifiedPerson and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shallretain counsel reasonably satisfactory to the Indemnified Person (who shall not, without theconsent of the Indemnified Person, be counsel to the Indemnifying Person, such consent not tobe unreasonably withheld or delayed) to represent the Indemnified Person and any others entitledto indemnification pursuant to this Section 7 that the Indemnifying Person may designate in suchproceeding and shall pay the fees and expenses of such proceeding and shall pay the fees andexpenses of such counsel related to such proceeding. In any such proceeding, any IndemnifiedPerson shall have the right to retain its own counsel, but the fees and expenses of such counselshall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and theIndemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person hasfailed within a reasonable time to retain counsel reasonably satisfactory to the IndemnifiedPerson; (iii) the Indemnified Person shall have reasonably concluded that there may be legaldefenses available to it that are different from or in addition to those available to theIndemnifying Person; or (iv) the named parties in any such proceeding (including any impleadedparties) include both the Indemnifying Person and the Indemnified Person and representation ofboth parties by the same counsel would be inappropriate due to actual or potential differinginterests between them. It is understood and agreed that the Indemnifying Person shall not, inconnection with any proceeding or related proceeding in the same jurisdiction, be liable for thefees and expenses of more than one separate firm (in addition to any local counsel) for allIndemnified Persons, and that all such fees and expenses shall be reimbursed as they areincurred. Any such separate firm for any Initial Purchaser, its affiliates, directors and officers

22


and any control persons of such Initial Purchaser shall be designated in writing by theRepresentatives and any such separate firm for the Republic or any party indemnified pursuant toSection 7(b) shalt be designated in writing by the Republic. The Indemnifying Person shalt notbe liable for any settlement of any proceeding effected without its written consent, but if settledwith such consent or if there be a final judgment for the ptaintiff, the Indemnifying Person agreesto indemnify each Indemnified Person from and against any loss or liability by reason of suchsettlement or judgment. Notwithstanding the foregoing sentence, if at any time an IndemnifiedPerson shall have requested that an Indemnifying Person reimburse the Indemnified Person forfees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shallbe liable for any settlement of any proceeding effected without its written consent if (1) suchsettlement is entered into more than 30 days after receipt by the Indemnifying Person of suchrequest and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person inaccordance with such request prior to the date of such settlement. No Indemnifying Person shall,without the written consent of the Indemnified Person, effect any settlement of any pending orthreatened proceeding in respect of which any Indemnified Person is or could have been a partyand indemnification coutd have been sought hereunder by such Indemnified Person, unless suchsettlement (x) includes an unconditional release of such Indemnified Person, in form andsubstance reasonably satisfactory to such Indemnified Person, from all liability on claims that arethe subject matter of such proceeding and (y) does not include any statement as to or anyadmission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

(d) Contribution. If the indemnification provided for in Sections 7(a) or 7(b) above isunavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages orliabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu ofindemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payableby such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in suchproportion as is appropriate to reflect the relative benefits received by the Republic on the onehand and the Initial Purchasers on the other from the offering of the Securities or (ii) if theallocation provided by clause (i) is not permitted by applicable law, in such proportion as isappropriate to reflect not only the relative benefits referred to in clause (i) but also the relativefault of the Republic on the one hand and the Initial Purchasers on the other in connection withthe statements or omissions that resulted in such losses, claims, damages or liabilities, as well asany other relevant equitable considerations. The relative benefits received by the Republic onthe one hand and the Initial Purchasers on the other shall be deemed to be in the same respectiveproportions as the Net Proceeds (before deducting expenses) received by the Republic from thesale of the Securities and the total discounts and commissions received by the Initial Purchasersin connection therewith, as provided in this Agreement, bear to the aggregate offering price ofthe Securities. The relative fault of the Republic on the one hand and the Initial Purchasers onthe other shall be determined by reference to, among other things, whether the untrue or allegeduntrue statement of a material fact or the omission or alleged omission to state a material factrelates to information supplied by the Republic or by the Initial Purchasers and the parties’relative intent, knowledge, access to information and opportunity to correct or prevent suchstatement or omission. For purposes of this Section 7(d), each director, officer, employee,affiliate and agent of an Initial Purchaser and each person, if any, who controls an InitialPurchaser within the meaning of the Securities Act and the Exchange Act shall have the samerights to contribution as such Initial Purchaser.

23


(e) Limitation on Liability. The Republic and the Initial Purchasers agree that itwould not be just and equitable if contribution pursuant to this Section 7 were determined by prata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or byany other method of allocation that does not take account of the equitable considerations referredto in Section 7(d) above. The amount paid or payable by an Indemnified Person as a result of thelosses, claims, damages and liabilities referred to in Section 7(d) above shalt be deemed toinclude, subject to the limitations set forth above, any legal or other expenses reasonablyincurred by such Indemnified Person in connection with any such action or claim.Notwithstanding the provisions of this Section 7, in no event shall an Initial Purchaser berequired to contribute any amount by which the total discounts and commissions received bysuch Initial Purchaser with respect to the offering of the Securities exceeds the amount of anydamages that such Initial Purchaser has otherwise been required to pay by reason of untrue oralleged untrue statement or omission or alleged omission. No person guilty of fraudulentmisrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled tocontribution from any person who was not guilty of such fraudulent misrepresentation. TheInitial Purchasers’ obligations to contribute pursuant to this Section 7 are several in proportion totheir respective purchase obligations hereunder and not joint.

(f) Non-Exclusive Remedies. The remedies provided for in this Section 7 are notexclusive and shall not limit any rights or remedies that may otherwise be available to anyIndemnified Person at law or in equity.

For purposes of this Section 7, “Settlement failure” shall mean any loss suffered by anIndemnified Person in connection with carrying out the settlement payment mechanism in theAgreement in Principle.

8. Termination. This Agreement may be terminated by the Representatives if theconditions set forth in Section 5 are not met and have not been waived or, in the sole discretionof the Representatives, by notice to the Republic, if after the execution and delivery of thisAgreement and on or prior to the Closing Date (i) trading in securities generally on the NewYork Stock Exchange or the Nasdaq Stock Market, the Merval or the MAE shall have beensuspended or materially limited or minimum prices shalt not have been established on any suchexchange or market; (ii) trading in any securities of the Republic on any market, exchange or inthe over-the-counter market in the United States, the United Kingdom, Argentina or elsewhereshall not have been suspended or materially limited; (iii) a banking moratorium shall not havebeen declared either by Argentine, United States federal or New York State authorities, (iv) amaterial disruption in commercial banking or securities settlement or clearance services in theUnited States or in Europe shall not have occurred or (v) there shall not have occurred anyoutbreak or escalation of major hostilities in which the United States or the Republic is involved,any declaration of war by the Congress of the United States, or the Republic or any othersubstantial national or international calamity or emergency if, in the case of clauses (iv) and (v)hereof, in the Representatives’ judgment, such event would make it impractical to proceed withthe completion of the offer and closing in the manner contemplated in the OfferingMemorandum.

9. Defaulting Initial Purchaser.

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(a) If, on the Closing Date, any Initial Purchaser defaults on its obligation to purchasethe Securities that it has agreed to purchase hereunder, the non-defaulting Initial Purchasers may intheir discretion arrange for the purchase of such Securities by other persons satisfactory to theRepublic on the terms contained in this Agreement. If, within 36 hours after any such default byany Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of suchSecurities, then the Republic shall be entitled to a further period of 36 hours within which to procureother persons satisfactory to the non-defaulting Initial Purchasers to purchase such Securities onsuch terms. If other persons become obligated or agree to purchase the Securities of a defaultingInitial Purchaser, either the non-defaulting Initial Purchasers or the Republic may postpone theClosing Date for up to five full business days in order to effect any changes that in the opinion ofcounsel for the Republic or counsel for the Initial Purchasers may be necessary in the Time of SaleInformation, the Offering Memorandum or in any other document or arrangement, and the Republicagrees to promptly prepare any amendment or supplement to the Time of Sale Information or theOffering Memorandum that effects any such changes. As used in this Agreement, the term “InitialPurchaser” includes, for all purposes of this Agreement unless the context otherwise requires, anyperson not listed in Schedule I hereto that, pursuant to this Section 9, purchases Securities that adefaulting Initial Purchaser agreed but failed to purchase.

(b) Notwithstanding the procedures described in Section 10(a) above, in the event that,following a default by any Initial Purchaser on its obligations to purchase the Securities, theaggregate principal amount of unpurchased Securities does not exceed one-tenth of the aggregateprincipal amount of all the Securities, then the Republic shall have the right on the Closing Date torequire each non-defaulting Initial Purchaser to purchase the principal amount of Securities thatsuch Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser’s pj share(based on the principal amount of Securities that such Initial Purchaser agreed to purchasehereunder) of the Securities of such defaulting Initial Purchaser or Initial Purchasers for which sucharrangements have not been made.

(c) If, after giving effect to any arrangements for the purchase of the Securities of adefaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and theRepublic as provided in Section 9(a) above, the aggregate principal amount of such Securities thatremains unpurchased exceeds one-tenth of the aggregate principal amount of all the Securities, or ifthe Republic shall not exercise the right described in Section 9(b) above, then this Agreement shallterminate without liability on the part of the non-defaulting Initial Purchasers. Any termination ofthis Agreement pursuant to this Section 9 shall be without liability on the part of the Republic,except that the provisions of Section 7 hereof shall not terminate and shall remain in effect inrespect of the non-defaulting Initial Purchasers.

(d) Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability itmay have to the Republic or any non-defaulting Initial Purchaser for damages caused by its default.

10. Payment of Expenses.

(a) If the transactions contemplated by this Agreement are consummated, theRepublic agrees to pay or cause to be paid all costs and expenses incident to the performance ofits respective obligations hereunder, including without limitation, (i) the costs incident to the

25


authorization. issuance, sale, preparation and delivery of the Securities and the Exchange Securitiesand any taxes payable in that connection; (ii) the costs incident to the preparation and printing of thePreliminary Offering Memorandum, any other Time of Sale Information, any issuer WrittenCommunication and the Offering Memorandum (including any amendment or supplement thereto)and the distribution thereof; (iii) the costs of reproducing and distributing each of the TransactionDocuments; (iv) the fees and expenses of the respective counsels (including local and internationalcounsel) and any other experts or advisers retained for the Republic and the Initial Purchasers(subject to the limit set forth in Schedule 3 hereto); (v) the reasonable fees and expenses incurred inconnection with the registration or qualification and determination of eligibility for investment ofthe Securities and the Exchange Securities under the laws of such jurisdictions as theRepresentatives may designate and the preparation, printing and distribution of a Blue SkyMemorandum (including the related fees and expenses of counsel for the Initial Purchasers)(subject to the limits set forth in Schedule 3 hereto); (vi) any fees charged by rating agencies forrating the Securities and the Exchange Securities; (vii) the fees and expenses of the Trustee and anypaying agent (including related fees and expenses of any counsel to such parties); (viii) all expensesand application fees incurred in connection with the approval of the Securities and the ExchangeSecurities for book-entry transfer by DTC; (ix) all expenses incurred exclusively by the Republicin connection with any “road show” presentation to potential investors; and (x) all expenses andapplication fees related to the listing of the Securities and the Exchange Securities and the Mervalon the Euro MTF Market of the Luxembourg Stock Exchange and for trading on the MAE.

(b) If the Republic for any reason fails to tender the Securities for delivery to the initialPurchasers the Republic agrees to reimburse the Initial Purchasers for all out-of-pocket costs andexpenses (including the fees and expenses of their counsel up to such amount as set forth inSchedule 3 hereto) reasonably incurred and documented by the Initial Purchasers in connectionwith this Agreement and the offering contemplated hereby.

11. Persons Entitled to Benefit of Agreement. This Agreement shall inure to thebenefit of and be binding upon the parties hereto and their respective successors and the officersand directors and any controlling persons referred to herein, and the affiliates of each initialPurchaser referred to in Section 7 hereof. Nothing in this Agreement is intended or shall beconstrued to give any other person any legal or equitable right, remedy or claim under or inrespect of this Agreement or any provision contained herein. No purchaser of Securities fromany Initial Purchaser shall be deemed to be a successor merely by reason of such purchase.

12. Survival. The respective indemnities and rights of contribution set forth in Section 7and representations and warranties and obligations of the Republic under Sections 3 and 10 hereofof the Republic and of the initial Purchasers contained in this Agreement or made by or on behalf ofthe Republic or the Initial Purchasers pursuant to this Agreement or any certificate deliveredpursuant hereto shall survive the delivery of and payment for the Securities and shall remain in fullforce and effect, regardless of any termination of this Agreement or any investigation made by or onbehalf of the Republic or the Initial Purchasers.

13. Certain Defined Terms. For purposes of this Agreement, (a) except whereotherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under theSecurities Act; (b) the term “business day” means any day other than a day on which banks are

26


permitted or required to be closed in New York City; and (c) the term “written communication”has the meaning set forth in Rule 405 under the Securities Act.

14. Compliance with USA Patriot Act. In accordance with the requirements of theUSA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the InitialPurchasers are required to obtain, verify and record information that identifies their respectiveclients, including the Republic, which information may include the name and address of theirrespective clients, as well as other information that will allow the Initial Purchasers to properlyidentify their respective clients.

15. Miscellaneous.

(a) Authority of the Representatives. Any action by the Initial Purchasers hereundermay be taken by Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., J.P. MorganSecurities LLC and Santander Investment Securities Inc. on behalf of the Initial Purchasers, andany such action taken by Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., J.P.Morgan Securities LLC and Santander Investment Securities Inc. shall be binding upon theInitial Purchasers.

(b) Notices. All notices and other communications hereunder shall be in writing andshall be deemed to have been duly given if mailed or transmitted and confirmed by any standardform of telecommunication. Notices to the Initial Purchasers shall be given to theRepresentatives do Deutsche Bank Securities Inc., 60 Wall Street, New York, New York 10005;Attention Latin America Debt Capital Markets, with a copy at the same address to attention ofthe General Counsel, 36th Floor (fax: 212-797-456!), do HSBC Securities (USA) Inc., 452 FifthAvenue, New York, New York 1001$; Attention: DCM Transaction Management Group, Tel:(212)525-3652 (fax: 212 525-0238), J.P. Morgan Securities LLC, 383 Madison Avenue, NewYork, New York 10179 (fax: 212-834-6326); Attention: Latin American Debt Capital Markets,and do Santander Investment Securities Inc., 45 East 53 street, New York, New York 10022;Attention: Debt Capital Markets (fax: 212-407-0430). Notices to the Republic shall be given toit at: Republic of Argentina, Ministry of the Treasury and Public Finance, Hipólito Yrigoyen250, Piso 10, Oficina 1029, 1310 Buenos Aires, Argentina; Attention Santiago Bausili, UnderSecretary of Finance, with a copy (which shall not constitute notice) to Cleary Gottlieb Steen &Hamilton LLP, One Liberty Plaza, New York, New York 10006 (fax: (212) 225-3999) Attention:Andrés de Ia Cruz.

(c) Governing Law. This Agreement and any claim, controversy or dispute arisingunder or related to this Agreement shall be governed by and construed in accordance with thelaws of the State of New York.

(d) Submission to Jurisdiction. To the fullest extent permitted by applicable law, theRepublic hereby irrevocably submits to the exclusive jurisdiction of the U.S. federal and NewYork state courts in the Borough of Manhattan in The City of New York and the courts of theRepublic (each, a “Specified Court”) in any suit or proceeding arising out of or relating to thisAgreement or the transactions contemplated hereby (a “Related Proceeding”). The Republicirrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any

27


objection which it may now or hereafter have to Related Proceedings brought in a SpecifiedCourt (excluding, for the avoidance of doubt, such actions, suits or proceedings relating tosecurities laws of the United States or any state thereof), whether on the grounds of venue,residence or domicile or on the ground that the Related Proceedings have been brought in aninconvenient forum. The Republic agrees that final judgment in any such suit, action orproceeding brought in such court shall be conclusive and binding upon the Republic, asapplicable, and may be enforced in any court to the jurisdiction of which the Republic, asapplicable, is subject by a suit upon such judgment. The Republic irrevocably appoints Banco deIa Nación Argentina, at its office located at 225 Park Avenue, New York, New York, 10169, and,if such person is not maintained by the Republic as its agent for such purpose, the Republic willappoint CT Corporation System, as its authorized agent in the Borough of Manhattan in The Cityof New York upon which process may be served in any such suit or proceeding, and agrees thatservice of process upon such authorized agent, and written notice of such service to the Republic,as the case may be, by the person serving the same to the address provided in this Section 15,shall be deemed in every respect effective service of process upon the Republic in any such suitor proceeding. The Republic hereby represents and warrants that such authorized agent hasaccepted such appointment and has agreed to act as such authorized agent for service of process.The Republic further agrees to take any and all action as may be necessary to maintain suchdesignation and appointment of such authorized agent in full force and effect for a period of fiveyears from the date of this Agreement. For the avoidance of doubt, this Section 15(d) shallsurvive the delivery of and payment for the Securities and shall remain in full force and effect,regardless of any termination of this Agreement or any investigation made by or on behalf of theRepublic or the Initial Purchasers.

Notwithstanding anything contained herein to the contrary, neither such appointment ofan authorized agent nor the waiver of immunity set forth in paragraph (g) below shall beinterpreted to include suits, actions or proceedings brought under the U.S. federal securities lawsor state securities laws.

(e) Waiver ofJury Trial. Each of the parties hereto hereby waives any right to trialby jury in any suit or proceeding arising out of or relating to this Agreement.

(f) Judgment Currency. To the fullest extent permitted by law, the obligation of theRepublic in respect of any amount due under this Agreement shall, notwithstanding any paymentin any currency other than U.S. dollars (whether pursuant to a judgment or otherwise), bedischarged only to the extent of the amount in the relevant currency that the party entitled toreceive such payment may, in accordance with its normal procedures, purchase with the sumpaid in such other currency (after any premium and costs of exchange) on the business dayimmediately following the day on which such party receives such payment. If the amount in therelevant currency that may be so purchased for any reason falls short of the amount originallydue, Argentina shall pay such additional amounts, in the relevant currency, as may be necessaryto compensate for the shortfall. Any obligation of the Republic not discharged by such paymentshall, to the fullest extent permitted by applicable law, be due as a separate and independentobligation and, until discharged as provided herein, shall continue in full force and effect. TheRepublic agrees to indemnify each Initial Purchaser, its directors, officers, affiliates and eachperson, if any, who controls such Initial Purchaser within the meaning of Section 15 of the

28


Securities Act or Section 20 of the Exchange Act, against any loss incurred as a result of anyjudgment or order being given or made for any amount due in connection with this Agreementand any such judgment or order being expressed and paid in a currency (the “JudgmentCurrency”) other than U.S. dollars and as a result of any variation as between (i) the rate ofexchange at which the U.S. dollar amount is converted into the Judgment Currency for thepurpose of such judgment or order, and (ii) the rate of exchange at which such indemnifiedperson is able to purchase U.S. dollars with the amount of the Judgment Currency actuallyreceived by the indemnified person. The foregoing indemnity shall constitute a separate andindependent obligation of the Republic and shall continue in full force and effectnotwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shallinclude any premiums and costs of exchange payable in connection with the purchase of, orconversion into, the relevant currency.

The Republic agrees that Section 765 of the Argentine Civil and Commercial Code is notapplicable to this Agreement and any of the Transaction Documents.

(g) Waiver ofImmunity. (i) To the extent that the Republic or any of its revenues,assets or properties shalt be entitled, in any jurisdiction in which any Specified Court is located,in which any Related Proceeding may at any time be brought against it or any of its revenues,assets or properties, or in any jurisdiction in which any Specified Court is located in which anysuit, action or proceeding may at any time be brought for the purpose of enforcing or executingany final non-appealable judgment in any Related Proceeding (a “Related Judgment”), to anyimmunity from suit, from jurisdiction of any such court, from set-off, from attachment prior tojudgment, from attachment in aid of execution ofjudgment, from execution of a judgment orfrom any other legal or judicial process or remedy, and to the extent that in any such jurisdictionthere shall be attributed such an immunity, the Republic hereby irrevocably waives suchimmunity, to the fullest extent permitted by the laws of such jurisdiction, including the FederalSovereign Immunities Act of 1976, in respect of its obligations under this Agreement, theIndenture and the Registration Rights Agreement except for actions arising out of or based on theU.S. federal securities laws or any state securities laws for which the Republic reserves the rightto plead sovereign immunity under the Federal Sovereign Immunities Act of 1976; provided,however, that the above exception shall not in any way limit the ability of the Initial Purchasersto exercise the rights of indemnification and contribution from the Republic set forth in Section 6hereof and provided, further, that such waiver of immunity shalt not extend to, and the Republicshall be immune in respect of and in relation to any suit, action or proceeding or enforcement ofany Related Judgment against: (i) any reserves of the Central Bank of Argentina (Banco Centralde Ia Repüblica Argentina); (ii) any property in the public domain located in the territory ofArgentina that falls within the purview of Section 234 and 235 of the Civil and CommercialCode of Argentina; (iii) any property located in or outside the territory of Argentina that providesan essential public service; (iv) any property (whether in the form of cash, bank deposits,securities, third party obligations or any other methods of payment) of Argentina, itsgovernmental agencies and other governmental entities relating to the performance of the budget,within the purview of Sections 165 through 170 of Law No. 11,672, ComplementariaPermanente de Presupuesto (t.o. 2014); (v) any property entitled to the privileges andimmunities of the Vienna Convention on Diplomatic Relations of 1961 and the ViennaConvention on Consular Relations of 1963, including, but not limited to, property, premises and

29


bank accounts used by the missions of Argentina; (vi) any property used by a diplomatic,governmental or consular mission of the Republic; (vii) taxes, duties, levies, assessments,royalties or any other governmental charges imposed by Argentina, including the right ofArgentina to collect any such charges; (viii) any property of a military character or under thecontrol of a military authority or defense agency of Argentina; (ix) any property forming part ofthe cultural heritage of Argentina; and (x) property protected by any applicable sovereignimmunity law.

(ii) The Republic hereby irrevocably waives, to the fullest extent permitted bylaw, any requirement or other provision of law, rule, regulation or practice which requires orotherwise establishes as a condition to the institution, prosecution or completion of anyaction or proceeding (including appeals) arising out of or relating to this Agreement, theSecurities, the Indenture, the Registration Rights Agreement, the Offering Memorandum, theTime of Sale Information and the Offering Memorandum, the posting of any bond or thefurnishing, directly or indirectly, of any other security.

(h) Counterparts. This Agreement may be signed in counterparts (which may includecounterparts delivered by any standard form of telecommunication), each of which shall be anoriginal and all of which together shall constitute one and the same instrument.

(i) Amendments or Waivers. No amendment or waiver of any provision of thisAgreement, nor any consent or approval to any departure therefrom, shall in any event be effectiveunless the same shall be in writing and signed by the parties hereto.

(j) Severability. In case any provision in or obligation under this Agreement shall beinvalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of theremaining provisions or obligations, or of such provision or obligation in any other jurisdiction,shall not in any way be affected or impaired thereby.

Headings. The headings herein are included for convenience of reference only and are not intendedto be part of, or to affect the meaning or interpretation of, this Agreement.

30


If the foregoing is in accordance with your understanding, please indicate your

acceptance of this Agreement by signing in the space provided below.

Very truly yours,

THE REPUBLIC Of ARGENTINA

Name:

/

Title:

[Signature Page — Purchase Agreement - Settlement)


DEUTSCHE BANK SECURITIES INC.

for itself and on behalf of theseveral Initial Purchasers listedin Schedule I hereto.

By_________Namg ncrcTitle: MG )tr ticec+or

Title: D1c’c.,%r

[Signature Page — Purchase Agreement - Settlementj


HSI3Q S1CtJRITIES (USA) INC.

For itself’ and on behalf of theseveral Initial Purchasers listedin Schedule 1 hereto.

By

___

Name:Title: Diane Kenna

Managing Director

[Signature Page — Purchase Agreement - Settlementi


J.P. MORGAN SECURITIES LLC

For itself and on behalf of theseveral Initia Pur hasers listedin SeheduØ1’ h eta

Name: :

[Signature Page — Purchase Agreement - Settlement]


SANTANDER INVESTMENT SECURITIES INC.

for itself and on behalf of theseveral Initial Purchasers listedin Schedule 1 hereto.

‘

By c

Narne’Richard N. Zoi1I”Title: Senior Vice President

3yV

Name: V’t/,crt4 CTitle:

[Signature Page — Purchase Agreement - Settlement]


Schedule 1

Series A

Principal Amountof the Series A

Initial Purchasers Securities

Deutsche Bank Securities Inc US$296,780,000

HSBC Securities (USA) Inc $296,780,000

J.P. Morgan Securities LLC $296,780,000

Santander Investment Securities Inc $296,780,000

BBVA Securities Inc $124,960,000

Citigroup Global Markets Inc $124,960,000

UBS Securities LLC $124,960,000

Total US$1,562,000,000


Series B

Principal Amount ofthe Series B









Total US$2,556,000,000


Series C

Principal Amountof the Series C









Total $3,692,000,000


Series D

Principal Amountof the Series D









Total $1,562,000,000


Schedule 2

I NML Capital, Ltd U.S.$2,426,610,45$.O0 Redacted

A B C D E

. Institution. Assigned AmountNumber Name of Assignee Account Name Receiving(USD or Euros)

Payment

2 Aurelius Capital U.S.$434,476,042.00Master, Ltd

3 ACP Master, Ltd. U.S.$108,711,975.00

4 Aurelius U.S.$134,225,451.00Opportunities fundII, LLC

5 Aurelius Capital U.S.$169, 141,371.00Partners, LP

6 Blue Angel Capital I U.S.$41 1,425,409.00LLC

7 Olifant Fund, Ltd. U.S.$70,990,50 1.00


A B C D E


Payment

Kedacted

Lorin Capital Masterfund LP

8 fYI Ltd. U.S.$366,407,062.00

9 ff1 fund Ltd. U.S.$550,603,782.00

10 EM Limited U.S.$849,201,747.00

1 1 Procella Holdings, U.S.$37,$66,8 14.00LP.

12 VR Global Partners, U.S.$35,508,705.00LP.

13 Montreux Partners, U.S.$308,560,843.00LP

14 Capital Ventures U.S.$221,$33,952.53International

15 U.S.$73 9,265.26


A B C D E


Payment

16 Clarex Limited U.S.$1 10,468,850.45

17 Lightwater U.S.$9,634,370.00Corporation Limited

18 Old Castle Holdings, U.S.$963,437.00Ltd.

19 Paoto Ercolani U.S.$ 1,008,964.4$

20 Rafael Leopotdo U.S.$3,235,439.00Settin Lando

Redacted

21 U.S.$975,496,855.30

€1,829,623,670.00

The Bank of NewYork Mellon, in itscapacity asSettlement Trusteeunder that certainSettlement TrustAgreement dated asof April 22, 2016


Schedule 3

Expenses

Roadshow

Counsel fees and expenses

Printing and reproduction

Rating Agencies

Trustee fees and expenses

Listings

DTC fees and expenses

To be invoiced

To be invoiced

To be invoiced

To be invoiced

To be invoiced

To be invoiced

To be invoiced

1


a. Additional Time of Sale Information

1. Pricing Term Sheet

ANNEX A


ANNEX B

Pricing Term Sheet, dated April 19, 2016to Preliminary Offering Memorandum dated April 11,2016

Strictly Confidential


THE REPUBLIC OF ARGENTINA

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

Pricing Term Sheet

April 19, 2016

Issuer The Republic of Argentina

Format I 44A / Reg S with the benefit of a RegistrationRights Agreement

Settlement Date April 22, 2016

Pricing Date April 19, 2016

Minimum Denominations U.S.$150,000 and integral multiples ofU.S.$1,000in excess thereof.

Expected Listing / Trading Luxembourg - Euro MTF / Merval / MAE

Expected Ratings’ 33 by Moody’s and B- by Standard & Poor’s

Governing Law State of New York

Global Coordinators and Joint Bookrunners Deutsche Bank Securities Inc.HSBC Securities (USA) Inc.J.P. Morgan Securities LLCSantander Investment Securities Inc.

Joint Bookrunners BBVA Securities Inc.Citigroup Global Markets Inc.UBS Securities LLC

Clearing DTC/Euroclear/Clearstream

Use of Proceeds Net proceeds from the offering will be applied tosettle claims of holders of Untendered Debt of theRepublic in compliance with the DebtAuthorization Law.

Recent Developments On April 13, 2016, the United States Court ofAppeals for the Second Circuit (the “SecondCircuit”) ruled from the bench affirming the March2, 2016 order of the United States District Court forthe Southern District of New York (the “DistrictCourt”) vacating the so called “pari-passu”

NYDOCSOI/165962$.3 I


injunctions upon the District Court’s verificationthat the conditions precedent set forth in the March2, 2016 order have been met. On April 14, 2016,the Second Circuit issued an order affirming itsbench ruling, and on April 15, 2016 it issued afurther summary order providing the reasoning forits ruling and also issued the mandate returning thecase to the District Court.

Series A

Title of Securities 6.250% Bonds Due 2019

Principal Amount U.S.$ 1,562,000,000

Maturity Date April 22, 2019

Coupon Rate 6.250% per annum

Price to Public 100.000%, pIus accrued interest, if any, from April22, 2016

Yield to Maturity 6.250%

Spread to Benchmark Treasury +532.7bps

Benchmark Treasury UST 0.875% due April 15, 2019

Benchmark Treasury Spot and Yield 99-27+ 0.923%

Gross Proceeds to the Issuer U.S.$ 1,562,000,000

Interest Payment Dates Payable semi-annually in arrears on April 22 andOctober 22 of each year.

First Interest Payment Date October 22, 2016

ISIN/CUSIP Reg S ISIN USP04808AG92Reg S CUSIP P04808 AG9Rule 144A ISIN USO4OI 14GZ77Rule 144A CUSIP 040114 GZ7

Series B

Title of Securities 6.875% Bonds Due 2021

Principal Amount U.S.$ 2,556,000,000

NYDOCSOI/1659628.3 2


Maturity Date

Coupon Rate

Price to Public

Yield to Maturity

Spread to Benchmark Treasury

Benchmark Treasury

Benchmark Treasury Spot and Yield

Gross Proceeds to the Issuer

Interest Payment Dates

First Interest Payment Date

ISIN/CUSIP

Series C

Title of Securities

Principal Amount

Maturity Date

Coupon Rate

Price to Public

Yield to Maturity


Benchmark Treasury



April 22, 2021

6.875% per annum

100.000%, pIus accrued interest, if any, from April22, 2016

6.875%

+562.0bps

UST 1.250% due March 31, 2021

99-31 1/411.255%

U.S.$ 2,556,000,000

Payable semi-annually in arrears on April 22 andOctober 22 of each year.

October 22, 2016

Reg S ISIN USP04808AA23Reg S CUSIP P04808 AA2Rule 144A ISIN USO4OI 14GQ78Rule 144A CUSIP 040114 GQ7

7.500% Bonds Due 2026

U.S.$ 3,692,000,000

April 22, 2026

7.500% per annum

100.000%, plus accrued interest, if any, from April22, 2016

7.500%

+571.1bps

UST 1.625% due February 15, 2026

98-17 11.789%

U.S.$ 3,692,000,000





ISIN/CUSIP

Series D

Title of Securities

Principal Amount

Maturity Date

Coupon Rate

Price to Public

Yield to Maturity


Benchmark Treasury





ISIN/CUSIP


October 22, 2016

Reg S ISIN USP04808AC88Reg S CUSIP P04808 AC8Rule 144A ISIN USO4OI 14GS35Rule 144A CUSIP 040114 GS3

7.625% Bonds Due 2046

U.S.$ 1,562,000,000

April 22, 2046

7.625% per annum

95.758%, plus accrued interest, if any, from April22, 2016

8.000%

+541.3bps

UST 3.000% due November 15, 2045

108-16 2.587%

U.S.$ 1,495,739,960


October 22, 2016

Reg S ISIN USPO48O8AE45Reg S CUSIP P04808 AE4Rule 144A ISIN USO4OI 14GU80Rule 144A CUSIP 040114 GU8

(1) A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision orwithdrawal at any time.

The information in this pricing term sheet supplements the Issuer’s preliminary offering memorandum,dated April II, 2016 (the “Preliminary Offering Memorandum”) and supersedes the information in thePreliminary Offering Memorandum to the extent inconsistent with the information in the Preliminary

NYDOCSO 1/1659628.3 4


Offering Memorandum. This pricing term sheet is qualified in its entirety by reference to the PreliminaryOffering Memorandum. Terms used herein but not defined herein shall have the respective meanings asset forth in the Preliminary Offering Memorandum.

This communication is intended for the sole use of the person to whom it is provided by the sender. Thisnotice shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale ofthe securities in any state orjurisdiction in which such offer, solicitation or sale would be unlawful. Thesecurities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”).The securities may not be offered or sold within the United States or to U.S. persons except to qualifiedinstitutional buyers in reliance on the exemption from registration provided by Rule I 44A and to certainnon U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act. You arehereby notified that sellers of the securities may be relying on the exemption from the provisions ofSection 5 of the Securities Act provided by Rule 144A. Before you invest, you should read thePreliminary Offering Memorandum as supplemented by this pricing term sheet.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOTAPPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCHDISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS ARESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHEREMAIL SYSTEM.



ANNEX C

Restrictions on Offers and Sales Outside the United States

In connection with offers and sales of Securities outside the United States:

(a) Each Initial Purchaser acknowledges that the Securities have not been registeredunder the Securities Act and may not be offered or sold within the United States or to, or for theaccount or benefit of, U.S. persons except pursuant to an exemption from, or in transactions notsubject to, the registration requirements of the Securities Act.

(b) Each Initial Purchaser, severally and not jointly, represents, warrants and agreesthat:

(1) Such Initial Purchaser has offered and sold the Securities, and will offerand sell the Securities, (A) as part of their distribution at any time and (B) otherwise until40 days after the later of the commencement of the offering of the Securities and theClosing Date, only in accordance with Regulation S under the Securities Act(“Regulation 5”) or Rule I 44A or any other available exemption from registration underthe Securities Act.

(ii) None of such Initial Purchaser or any of its affiliates or any other personacting on its or their behalf has engaged or will engage in any directed selling efforts withrespect to the Securities, and all such persons have complied and will comply with theoffering restrictions requirement of Regulation S.

(iii) Such Initial Purchaser has not and will not enter into any contractualarrangement with any distributor with respect to the distribution of the Securities, exceptwith its affiliates or with the prior written consent of the Republic.

Terms used in paragraph (a) and this paragraph (b) and not otherwise defined in this Agreementhave the meanings given to them by Regulation S.

(c) Each Initial Purchaser acknowledges that no action has been or will be taken bythe Republic that would permit a public offering of the Securities, or possession or distribution ofany of the Time of Sale Information, the Offering Memorandum, any Issuer WrittenCommunication or any other offering or publicity material relating to the Securities, in anycountry or jurisdiction where action for that purpose is required.


Agreement in Principle

[The Agreement in Principle begins on the next page.]

ANNEX D


Case 1:14-cv-08630-TPG Document 65 FUeU 03/03/16 Page 1 of 23

FRIEDMAN IPLD EDWARD A. FRIEDMAN

KAPLAN SLR & [email protected]

212.833.1102

March 3, 2016

BY ECF

Honorable Thomas P. GriesaUnited States District JudgeDaniel Patrick Moynihan Courthouse500 Pearl StreetNew York, NY 10007-1312

Re: NML Capital, Ltd. v. The Republic ofArgentinaNos. 08 Civ. 6978, 09 Civ. 1707, 09 Civ. 1708, 14 Civ. $601,14 Civ. 898$

Aurelius Capital Master, Ltd. v. The Republic ofArgentinaNos. 09 Civ. 8757, 09 Civ. 10620, 10 Civ. 3970, 10 Civ. 8339

Aurelius Opportunities fund II, LLC v. The Republic ofArgentinaNos. 10 Civ. 1602, 10 Civ. 3507

Aurelius Capital Partners, LP v. The Republic ofArgentinaNo. 14 Civ. 8946

Blue Angel Capital I LLC v. The Republic ofArgentinaNos. 10 Civ. 4101, 10 Civ. 4782, 14 Civ. $947

Olfant Fund, Ltd. v. The Republic ofArgentinaNo. 10 Civ. 9587

Ff1 Fund, Ltd. v. The Republic ofArgentinaNo. 14 Civ. $630

Dear Judge Griesa:

We represent plaintiffs Aurelius Capital Master, Ltd., Aurelius OpportunitiesFund II, LLC, ACP Master, Ltd., Aurelius Capital Partners, LP, and Blue Angel Capital ILLC, and write on behalf of all the plaintiffs in the above-captioned actions to provide theCourt with a copy of the Agreement in Principle referenced in my letter of yesterdayafternoon. Certain pages with information not relevant to the matters before the Court havebeen redacted. The relevance of this agreement was set forth in the letter, and werespectfully submit that its inclusion on this Court’s docket will facilitate prompt access bythe Court of Appeals.

Respectfully submitted,

Edward A. Friedman

7 Trrie Sqj:m, New Ycek, iOO3@65fF 112.8’3.i1OO Iklaw.com 3169512.2


Case 1:14-cv-08630-TPG Document 65 Filed 03/03/16 Page 2 of 23

Honorable Thomas P. Griesa - 2 - March 3, 2016

Enclosure

cc: All Parties by ECF

Friedman Kaplan Seiler & Adelman LLP 3169512.2



AGREEMENT IN PRINCIPLE

The Plaintiffs in the actions listed on the Plaintiffs’ signature pages heretoagree in principle, severally and not jointly, with the Republic of Argentina, as offebruaiy 29, 2016, as fol1ows

1. Subject to the condition set forth in paragraph 5 below, the Republic ofArgentina will pay, and the Plaintiffs will accept, 75% of the amount of theirclaims of $5,291,000,000 asserted in the U.S. District Court for the SouthernDistrict of New York on defaulted Argentine bonds, inclusive of all legal andstatutory interest applicable to each such claim through february 29, 2016, whichpayment therefore shall he equal to $4,418,250,000. The Republic of Argentinashall also pay interest on the claims of $5,891,000,000 which shall accrue at therate of 2% per annum from March 1, 2016 to the date of payment if payment ismade on or before April 14, 2016. If payment is not made by that date, interestwill resume running from and afier that date on the full claims at the legal andstatutory interest rate applicable to each such claim.

2. Subject to the condition set forth in paragraph 5 below, the Republic ofArgentina will make an additional payment to the Plaintiffs, and Plaintiffs willaccept the additional payment, such payment being in an amount equal to $235million, to (a) settle all claims asserted outside the U.S. District Court for theSouthern District of New York, world-wide, and (b) reimburse the Plaintiffs forlegal fees wherever incurred, whether in the U.S. District Court for the SouthernDistrict of New York or in any other jurisdiction, world-wide.

3. The parties thus agree that through february 29, 2016, the claims amountwould be $5,891,000,000 and the total payment due (inclusive of amounts dueunder paragraphs 1 and 2 above), if paid on such date, would be $4,653,250,000.The parties further agree that interest shall accrue from March 1 through the earlierof payment in fifil of all amounts due hereunder or April 14 in the per diem amountof $322,795. All payments to be made by the Republic of Argentina pursuant toparagraphs 1 and 2 above shall be paid in accordance with paragraph 7 below.

4. The sums set forth in paragraphs 1 and 2 above, when paid, will be in fulland final settlement of all claims of any nature or kind by the Plaintiffs against theRepublic of Argentina, arising or existing world-wide in connection with thesecurities that are the subject of the actions listed on each such P1aintiff’ signaturepage hereto or any judgments entered in such actions through the date of suchpayment, other than claims that arise under this Agreement in Principle, and,



following such payment in full, each Plaintiff will provide the Republic ofArgentina with Stipulations of Dismissal with Prejudice of all of the actions listedon such Plaintiff’s signature page hereto in the U.S. District Court for the SouthernDistrict of New York and the equivalent in any related actions pending in any otherjurisdiction, world-wide.

Upon the receipt by the Plaintiffs of payments in full of the sums set forth inparagraphs 1 and 2 above, the Plaintiffs will promptly release all attachments andpending attachments and executions, world-wide, and return to Argentina allproperty levied upon or seized by the Plaintiffs, world-wide, all as listed onSchedule 1.

Upon the receipt by the Plaintiffs of payments in full of the sums set forth inparagraphs 1 and 2 above, as of the date of such receipt of payment, each Plaintiff,on the one hand, and the Republic of Argentina, on the other hand, herebyunqualifiedly releases and discharges each other, and their respective ministers,government and other officials, officers, directors, equityholders, managers,affiliates, employees, agents, attorneys, successors and assigns, from any and allclaims, causes of action, damages or liabilities (Including attorneys’ fees), of anykind, whether at law or in equity, known or unknown, asserted or unasserted, fixedor contingent, arising or existing world-wide in connection with the securities thatare the subject of the actions listed on each such Plaintiff’s signature page hereto orany judgments entered in such actions through the date of such payment, other thanclaims that arise under this Agreement in Principle.

5. The condition to the Plaintiffs receiving the payments set forth above is thatlegislation by the Congress of the Republic of Argentina that lifts, abridges orrepeals Law 26,017 (known as the Lock Law) and Law 26,984 (known as theSovereign Payment Law) (or a functionally equivalent action) has becomeeffective and unconditionally permits the immediate payment in full of theamounts set forth in paragraphs I and 2 above, Effective immediately upon thereceipt of the final payment in full of the sums set forth in paragraphs 1 and 2above, the Plaintiffs’ injunctions will be automatically vacated. .I.f and to the extentthat the Court requires any additional documentation to effect the lifting of thePlaintiffs’ Injunctions as set forth in the prior sentence, the Plaintiffs agree toprovide such documentation, in form and substance reasonably satisfbctoty to theRepublic of Argentina, and the Court, promptly upon request. Until the Plaintiffsare paid in full pursuant to paragraphs 1 and 2 above or this Agreement in Principleis terminated in accordance with its terms, the Republic of Argentina agrees that itwill not request the Court to vacate or modify the Injunctions in the Plaintiffs’

2



cases or support the recyuest by any third party to vacate or modii’ suchInjunctions, other than automatically upon payment in full to the Plaintiffs of theamounts set forth in paragraphs 1 and 2 above.

6. The parties agree to cooperate with each other and with the Special Master,Daniel A. Pollack, Esq., to effectuate the purposes and terms of this Agreement inPrinciple, including but not limited to executing and delivering any and alldocuments reasonably required to effectuate the purposes and terms of thisAgreement in Principle, in form reasonably satisfactory to the Republic ofArgentina and the Plaintiffs, Notwithstanding any other provision in thisagreement, nothing herein will prevent or limit the Plaintiffs’ ability to litigate tosafeguard their legal. position, including the position that, until the Plaintiffs arepaid in full, their Injunctions cannot be lifted.

7. The parties contemplate that to fund the payments to the Plaintiffs underparagraphs 1 and 2 above (other than interest accruing after February 29, 2016 asset forth below), the Republic of Argentina, after certifying to the Plaintiffs inwriting that the condition set forth in the first sentence of paragraph 5. above hasbeen satisfied, will undertake one or more capital-raises, likely in the form of abond offering.

The Republic of Argentina agrees that, other than as set forth in the nextsucceeding sub-paragraph, until the Republic of Argentina provides thecertification referred to in the preceding sentence, or this Agreement in Principle isterminated, the Republic of Argentina will not undertake any capital-raises.following such certification, the Republic of Argentina agrees that the first moniesraised by it through capital-raises, up to the full amount to be paid to the PlaintiffsundQr paragraphs 1 (other than interest accruing after february 29, 2016) and 2above will immediately and directly be paid by the underwriters or other entitiesselected to manage or provide the capital-raises into Accounts maintained with oneor more money center financial institutions in the State of New York and each ofsuch institutions shall be determined by the Plaintiffs and reasonably acceptable tothe Republic of Argentina, and which Accounts shall be in the name of and for thesole benefit of the applicable Plaintiff The Republic of Argentina shall require theunderwriters or other entities selected to manage or provide any capital-raises topay all proceeds thereof directly into the Accounts (allocated among suchAccounts as provided by the court order contemp]ated below by this paragraph 7),unless the underwriters or such other entities shall have been notified in writing bythe Plaintiffs that all amounts due and payable to the Plaintiffs under paragraphs I

3



(other than interest accruing after February 29, 2016) and 2 above have been paidin full in accordance with the terms hereof.

None of the requirements set forth in this paragraph 7 shall apply to acapital-raise which (a) occurs in the ordinary course of the operation andadministration of the affairs of the government of the Republic of Argentina, (b) is(1) entirely denominated in Argentine pesos, which capital-raises can be unlimitedin amount, or (ii) other currencies, provided that such capital-raises do not exceed,in the aggregate, $2,000,000,000 U.S. dollars (calculated for each such capital-raise at the exchange rates in effect on the date of the closing of such capital raise),and to) is marketed and offered solely within the Republic of Argentina.

Each Plaintiff agrees that as long as this Agreement in Principle is in effectas to that Plaintiff and as long as the Republic of Argentina is in compliance withthe terms of this Agreement in Principle, it shall not attach, or attempt to attach, orenjoin, in whole or in part, a capital-raise that is made by the Republic ofArgentina.

The parties will negotiate in good faith to agree as promptly as practicablefollowing the date hereof to an Addendum A to this Agreement in Principle, andshall cooperate to obtain promptly thereafter an order of the Court approving suchAddendum A, which order shall be binding upon the Plaintiffs, the Republic ofArgentina and any underwriters or other entities selected to manage or provide anycapital-raises, as provided in this paragraph 7. Such Addendum A shall containprovisions for the implementation of this paragraph 7, including, withoutlimitation, the following:

(1) that the first monies raised through capital-raises up to the full amountto be paid to the Plaintiffs under paragraphs I (other than interest accruingafter february 29, 2016) and 2 above shall immediately and directly be paidby the underwriters or other entities selected to manage or provide thecapital-raises into the Accounts, as provided above;

(ii) that all funds paid into the Accounts shall be immediately paid over tothe Plaintiffs, subject to any notice or instructions from the Plaintiffsrequired by the financial institution(s) at which the Accounts are maintained;

(iii) that, in the event of the termination of this Agreement in Principle, allfunds at the time held in the Accounts shall be retained by the Plaintiffs, asaforesaid;

4


Case 1:14-cv-08630-TPG Document 65 EHeU 03/03/16 Page 7 of 23

(iv) that all funds paid into the Accounts will be in cash, i U.S. dollars inimmediately available funds, via wire transfer; and

(v) that the allocation of the payments in full as contemplated byparagraphs 1 and 2 above among the Plaintiffs shall be in accordance with aschedule to be incorporated into such order, as such schedule may be furthermodified with the consent of each of the Plaintiffs.

Notwithstanding the foregoing, the Plaintiffs may choose an alternativepayment mechanism which will be reflected in Addendum A and the court ordercontemplated by this paragraph 7, which alternative payment mechanism shall bereasonably acceptable to the Republic of Argentina.

The parties contemplate that the payments to the Plaintiffs of interest accruingafter februaiy 29, 2016 as provided in paragraph I above will be made directly tothe Plaintiffs by the Republic of Argentina, in cash, in U.S. dollars, in immediatelyavailable funds, by wire transfer, Notwithstanding that such interest shall beseparately payable to the Plaintiffs as provided in this sub-paragraph, for allpurposes of this Agreement in Principle, the Plaintiffs shall not be deemed to havebeen paid in full unless and until all interest as provided in paragraph 1 above isalso paid in full.

8. The parties agree that announcement of the Agreement in Principle will bemade by the Special Master, Daniel A. Poflack, Esq. upon the signing of theAgreement in Principle, and that, thereafter, the parties will issue public statementsof their own supportive of the Agreement in Principle.

9. This Agreement in Principle is governed by the laws of the State of NewYork. The parties agree that any dispute arising under, out of or relating to thisAgreement in Principle shall be submitted to the Special Master for mediation. Ifthe Special Master is unable to effect a resolution within 2 business days of th@submission of such dispute, such dispute may be submitted to the U.S. DistrictCourt for the Southern District of New York before the Hon. Thomas P. Griesa onan expedited basis for resolution. Notwithstanding the foregoing, in the event thatany party requires urgent resolution of dispute in order to avoid irreparable harm toits rights under this Agreement in Principle, such party may apply directly to theCourt for dispute resolution without first submitting the dispute to the SpecialMaster for mediation. Each, party waIves trial by jury. For the purpose of theresolution of disputes under this Agreement in Principle, the Republic of Argentina

5



waives sovereign and other immunities (and consents to New York jurisdiction andservice of process) otherwise available to it to the fullest extent provided in thedocumentation governing the Plaintiffs’ claims. The parties hereto agree that inconnection with any such dispute (1) no party hereto shall be entitled to monetarydamages as a result of another party’s breach of the terms of this Agreement inPrinciple and (ii) each party shall be entitled to specific performance and toinjunctive or other equitable relief as the sole remedies fbr any breach of thisAgreement in Principle.

10. This Agreement in Principle is binding and enforceable upon all theparties. Each party represents that the person signing this Agreement inPrinciple on its betmif is duly authorized to do so and to bind such party inaccordance with the terms of this Agreement in Principle. Each Plaintiff willhave the right to terminate this Agreement in Principle as to itself if (1) byMarch 3, 2016, the order contemplated by paragraph 7 above has not beenentered by the U.S. District Court for the Southern District of New York or(2) the payment in full of all amottnts to be made to the Plaintiffs ascontemplated by this Agreement in Principle is not made in accordance withthe terms hereof by 12:0(1 noon EST, Thursday, April 14, 2016. In the eventthat this Agreement in Principle is terminated as to any or all Plaintiffspursuant to this paragraph 10, the terminating Plaintiffs and the Republic ofArgentina (with respect to the terminating Plaintiffs only) shall thereupon berestored to their respective prior positions as if there had been no Agreementin Principle. The parties agree that this Agreement in Principle qualifies asan agreement in principle wilhi the Republic of Argentina entered into on orbefore February 29, 2016 as contemplated by the Court’s indicative orderdated 1?cbruary 19, 2016.

{SIGNATURE PAGES FOLLOW]

6


Case 1:14-cv-O863O-TPG Document 65 Filed 03/03/16 Page 9 of 23

Luis Caputo$ ecretary of financeRepublic of Argentina

New York, New YorkfebruaryZ, 2016



NML CApITPI LTD.

By:

T1t1

Actions referenced in the preamble: Case Nos. 03 Civ, 8845 (TPG) (S.D.N.Y.), 05 Civ.2434 (TPG) (S.D.N.Y), 06 Civ. 6466 (IPO) (SD.N.Y.), 07 Civ. 2690 (TPO)(S.D.N.Y.), 08 Civ. 3302 (TPG) (SD.N.Y.), 07 Civ. 1910 (TPG) (SD.N.Y.), 07 Civ.6563 (TPG) (S.D.N.Y.), 08 Civ. 2541 (TPG) (SD.N.Y.), 08 Civ. 6978 (T?G)

(S.D.N.Y.), 09 Civ. 1707 (TPG) ($.D.N.Y.), 09 Civ. 1708 (TPG) (S.D.N.Y.). 14 Civ.

8988 (TPG) (S.D.N.Y.), 14 Civ. 8601 (TPG) (S.D.N.Y.)

S



AURELIUS CAPITAL MASTER, LTD.By Aurelius Capital Management, LP,solely as investment manager and not in itsindividual capacity

By;____Name: Luc M. Dowling )Title: Managing Director

ACP MASTER, LTD.By Aurelius Capital Management, LP,solely as investment manager and not in itsindividual capacity

By;______Name: Luc M. Dowling /Title: Managing Director

AURELIUS OPPORTUNITIES FUND II, LLCBy Aurelius Capital Management, LP,solely as manager and not it its individualcapacity

By:____

__

Name: LucM.Dowling /Title: Managing Director

AURELIUS CAPITAL PARTNERS, LPBy Aurelius Capital Management, LP,solely as investment manager and not in itsindividual capacity

By:_______________Name: Luc M. DowlingTitle: Managing Director

9



OLIFA FUND1LTD.

By:_____________________ame: 7’

Title:

Actions referenced in the preamble: 10 Civ 9587 (TPG) (S.D.N.Y.)

12



FYI LTD.

Ti e: S 1)

FF1 FUN9.LTD.

By:%tlme: 3 AJ

litle: L

Actions referenced in the preamble: Case Nos, 05 Civ. 3328 (TPG) (S.D.N.Y.), 14 Civ.8630 (TPG) (S.D.N.Y)

13



I3LLTE ANGEL CAPITAL I LLC

By:__________

_____

Name: ‘ ‘“

i’ ‘J

Title: ‘ t r

Actions referenced in the preamble: Case Nos. 07 Civ. 2693 (TPG) (S.D.N.Y.), 1 0 Civ.4101 (TPG) (S.D.N.Y.), 10 Civ. 4782 (TPG) (S.D.N.Y.), 14 Civ. 8947 (TPG)(S.D.N.Y.)

12



Schedule 1

Redacted


Case 1:14-cv-08630-TPG Document 65 Piled 03/03/16 Page 16 of 23

Redacted


Case 1:14-cv-08630-TPG Document 65 RIed 03/03/16 Page 17 of 23

Redacted


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

Redacted



Redacted


Case 1:14-cv-O863O--TPG Document 65 Filed 03/03/16 Page 21 of 23

Redacted



Taylor, Jeffrey

From: Eckstein, Kenneth H.Sent: Sunday, February 28, 2016 5:02 PMTo: Argentina Settlement GroupSubject: FW: AlPAttachments: Modified Document AlP (003).doc

As sent. Will wait for his reply.

From: Eckstein, Kenneth H.Sent: Sunday, February 28, 2016 5:00 PMTo: Pollack, DanielSubject: FW: AlP

Dear Dan,

As you know, I represent all of the Plaintiffs that intend to be parties to the Agreement in Principle with the Republic ofArgentina to be dated February 29, 2016 (a copy of which is attached and referred to as the “Alp”). I have beenauthorized by the Plaintiffs to agree to the modification to the AlP set forth below on their behalf. Ifindly send this emailto Mr. Caputo and ask him to confirm today, on behalf of the Republic, by return email, that the following language shallbe deemed substituted for the language in the third full (unnumbered) paragraph of paragraph 7 of the AlP.

“None of the requirements set forth in this paragraph 7 shall apply to a capital-raise which (a) occurs in the ordinarycourse of the operation and administration of the affairs of the government of the Republic of Argentina (for thepurposes of this Agreement in Principle only, “ordinary course” shall not include paying in whole or in part, while thisAgreement in Principle is in effect, any claims relating to defaulted Argentine bonds brought in the United States DistrictCourt for the Southern District of New York), (b) is (i) entirely denominated in Argentine pesos, which capital raises canbe unlimited in amount, or (ii) other currencies, provided that such capital raises do not exceed, in the aggregate,$2,000,000,000 U.S. dollars (calculated for each such capital raise at the exchange rates in effect on the date of theclosing of such capital raise) and fc) is marketed and offered solely within the Republic of Argentina.”

Once Mr. Caputo has so confirmed, I am authorized to exchange signature pages with the Republic of Argentina andexecute the AlP in the form attached hereto with the modification set forth above.

Best regards.

Kenneth H. Eckstein

Kenneth H. EcksteinPartner

KRAMER LEVINNAFFALIS & FRANKEL ui’

1177 Avenue of the AmericasNew York, New York 10036

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Pellack, Daniel

From: Luis Andres Caputo <[email protected]>Sent; Sunday, February 28, 2016 5:35 PMTo: Pollack, DanielSubject: AlP

Dear Dan:

I confirm the acceptability of the addition to para 7 as stated in Mr. Eckstein’s e-mail to you of this afternoon.

Best regards,Luis



ADDENDUM ATO

AGREEMENT IN PRINCIPLE DATED AS OF FEBRUARY 29, 2016,AS MODIFIED VIA EMAIL EXCHANGE ON FEBRUARY 2$, 2016

In accordance with the Agreement in Principle, dated as of February 29, 2016, among theRepublic of Argentina and each of the Plaintiffs named therein, as modified via email exchange onFebruary 2$, 2016 (as so modified, and as it may be amended from time to time hereafter, the“Agreement in Principle”) the following procedures shall govern the process of funding payments to thePlaintiffs under the provisions of paragraph 7 of the Agreement in Principle.

A. In accordance with the terms of the Agreement in Principle, the first monies raisedthrough any capital-raises (except for capital-raises excluded pursuant to the third subparagraph withinparagraph 7 of the Agreement in Principle, referred to herein as “Exempted Capital Raises”) by theRepublic of Argentina up to the full amount to be paid to the Plaintiffs under the Agreement in Principle(other than interest accruing after February 29, 2016) (any such capital-raise, a “Capital-Raise”) will bepaid by the financial institutions or other entities which fund, manage, syndicate or otherwise coordinatesuch Capital-Raise (such financial institutions referred to herein as “Facilitating Institutions”; where theRepublic of Argentina is directly engaged in a Capital-Raise, the term Facilitating Institution refers to theRepublic of Argentina itself) to the Plaintiffs in accordance with the procedures set forth in thisAddendum A. The term “Capital-Raises” is to be interpreted broadly to include all raising of capital,whether domestically or internationally, whether taking the form of debt, equity or other securities, loans,repo transactions, derivative instruments, or some other form, whether public or private, and whetheroffered broadly or not but, in each case, shall not include Exempted Capital Raises.

B. The Republic of Argentina shall keep the Plaintiffs reasonably apprised on a current basisand in reasonable detail concerning the status of any and all Capital-Raises and, in furtherance of theforegoing, will (i) notify the Plaintiffs in writing of the identity of the Facilitating Institutions (includingthe contact information thereof, which shall include email addresses) upon the formal mandate thereofbut, in any event, reasonably in advance of launch of marketing or syndication in respect of any Capital-Raise, the expected size of such Capital-Raise and the anticipated date of consummation of such Capital-Raise, in each case, reasonably in advance of the consummation thereof, and will notify Plaintiffs inwriting in the event of and following any change in the Facilitating Institutions, such expected size orsuch anticipated date and (ii) provide to the Plaintiffs, on the basis that the Plaintiffs agree to maintaintheir confidentiality through the date the Capital-Raise is consummated or abandoned, draft underwritingagreement, offering memorandum or other material documentation with respect to any such Capital-Raisereasonably in advance of the execution thereof and, promptly upon execution of such documentation,executed copies thereof, in each case, in order to ensure compliance with this Addendum A. In the eventthat the Republic of Argentina determines to undertake an Exempted Capital Raise denominated in acurrency other than the Argentine peso, the Republic of Argentina will notify the Plaintiffs in writing ofsuch determination reasonably in advance of the consummation thereof (which notice shall set forth theamount of such Exempted Capital Raise in the applicable currency) and in the event of the consummationof such Exempted Capital Raise, the Republic of Argentina will promptly notify the Plaintiffs in writingof such consummation (which notice shall set forth the final amount of such Exempted Capital Raise inthe applicable currency).

C. The Republic of Argentina will provide the Facilitating Institutions in respect of anyCapital-Raise with a copy of this Addendum A and the Agreement in Principle, and will ensure that thedefinitive underwriting or other documentation relating thereto complies or is consistent with theprovisions of this Addendum A.


Case 1:03-cv-0$845-TPG Document 6334 Filed 03/15/16 Page 2 of 6

D. Plaintiffs shall promptly prepare Schedule IA to this Addendum A, which shall set forththe allocation of the aggregate amount payable to the Plaintiffs as of February 29, 2016 under theAgreement in Principle among the individual Plaintiffs and promptly provide the Republic of Argentinawith such Schedule IA. Schedule IA shall be signed by each of the Plaintiffs and, upon such signature,shall be incorporated herein by reference.

a) If at any time payment of the amount, or remaining amount, due to the Plaintiffs (other thaninterest accruing after February 29, 2016, the payment of which is separately provided for in(Q) below) is made only in part, the Plaintiffs will promptly revise Schedule IA to reflect thepayment in part.

b) Nothing in this Addendum precludes payment to the Plaintiffs by the Republic of Argentinain any other manner which is in accordance with Schedule TA and which also provides for acash payment by wire transfer of immediately available funds in U.S. dollars, but if paymentis made in another manner in part, the Plaintiffs will appropriately modify Schedule IA.

c) The Plaintiffs will promptly provide the Republic of Argentina with written notice of anychanges to Schedule IA; provided that during the one business day period immediatelypreceding the consummation of a Capital Raise, a Plaintiff may not change the amount, orremaining amount, due to such Plaintiff with respect to the proceeds of any Capital Raise.

B. The Plaintiffs will promptly prepare Schedule II to this Addendum A which will set forththe identification of the accounts of each of the Plaintiffs maintained with one or more money centerfinancial institutions located in the State of New York or elsewhere in the United States and reasonablyacceptable to the Republic of Argentina1 (the “Accounts”), and wiring instructions for payment into eachof the Accounts and promptly provide the Republic of Argentina with such Schedule II, which shall beincorporated herein by reference. For operational convenience, a Plaintiff may designate on Schedule IIthe Account of an affiliate to receive payment on its behalf, provided it makes an indication to that effecton Schedule II. The Plaintiffs agree to provide promptly to the Facilitating Institutions all “know yourcustomer” or other similar information reasonably requested by the Facilitating Institutions to allow suchFacilitating Institutions to comply with applicable law and regulations.

a) If at any time a Plaintiff changes its Account or wiring instructions, it will promptly reviseSchedule II to reflect the change and will promptly notify the other Plaintiffs and theRepublic of Argentina of such change; provided that during the one business day periodimmediately preceding the consummation of a Capital Raise, a Plaintiff may not change itsAccount or wiring instructions with respect to the proceeds of any Capital-Raise.

b) The Republic of Argentina will maintain the confidentiality of Schedule II, and will notdisclose Schedule II except as necessary to implement the procedures of this Addendum A, topersons who will agree to maintain the confidentiality of Schedule II.

F. All notices and other communications under this Addendum shall be in writing and shallbe deemed given when actually received if(a) delivered personally by hand or via courier or (b) sent bye-mail, in each case, at the physical or email addresses—

The following institutions shall be deemed to be reasonably satisfactory to the Republic of Argentina: TheBank of New York Mellon, Wells Fargo, State Street Bank & Trust Co, State Street Bank & Trust Co, Boston,Goldman, Sachs & Co., JP Morgan Chase, TD Bank, N.A., The Bank of Nova Scotia, HSBC Private Bank, andCitibank NA.

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a) If to the Plaintiffs, as set forth in Schedule III (which shall set forth both physicaladdresses and email addresses for each Plaintiff), which such Schedule III the Plaintiffs willpromptly prepare and deliver to the Republic of Argentina and which Schedule III shall beincorporated herein by reference. Notice shall not be effective with respect to any Plaintiff unlessdelivered to each address or e-mail address, as the case may be, listed on Schedule III withrespect to such Plaintiff, provided that delivery to physical addresses of any notice pursuant to (L)shall not be effective. If at any time a Plaintiff changes its notice instructions, it will promptlyrevise Schedule III to reflect the change and will promptly notify’ the other Plaintiffs and theRepublic of Argentina of such change; provided that during the one business day periodimmediately preceding the consummation of a Capital Raise, a Plaintiff may not change its noticeinstructions with respect to any Capital-Raise;

b) If to the Republic of Argentina, as set forth in Schedule IV (which shall set forth bothphysical address and email addresses for the Republic of Argentina), which such Schedule IV theRepublic of Argentina will promptly prepare and deliver to the Plaintiffs, and which Schedule IVshall be incorporated herein by reference. Notice shall not be effective with respect to theRepublic of Argentina unless delivered to each address or e-mail address, as the case may be,listed on Schedule IV, provided that delivery to physical addresses of any notice pursuant to (L)shall not be effective. If at any time the Republic of Argentina changes its notice instructions, itwill promptly revise Schedule IV to reflect the change and will promptly notify the Plaintiffs ofsuch change; and

c) If to the Facilitating Institutions, as provided to the Plaintiffs in accordance with (B)above.

G. No later than two business days after the Republic of Argentina provides notice to thePlaintiffs of the identity of the Facilitating Institutions as provided in (B) above, the Plaintiffs will providewritten notice to the Facilitating Institutions for the Capital-Raise, with a copy to the Republic ofArgentina, of Schedule IA, Schedule 11 and Schedule III as then in effect, and instruct the facilitatingInstitutions to wire funds on the closing date in the amounts as provided in Schedule IA in accordancewith wiring instructions as provided in Schedule II.

a) The Plaintiffs will promptly provide the Facilitating Institutions with wriffen notice of anychanges to Schedule IA, Schedule II or Schedule III made prior to consummation of anyCapital-Raise, it being understood that no changes to any schedule hereto with respect to suchCapital-Raise may be made during the periods set forth (D)(c), (E)(a) and (F) above.

b) The Facilitating Institutions will maintain the confidentiality of Schedule II, and will notdisclose Schedule II except as necessary to implement the procedures of this Addendum A, topersons who will agree to maintain the confidentiality of Schedule II.

H. The Republic of Argentina will (a) provide written notice to the Plaintiffs within 24 hoursof becoming aware of any attempt by any creditor of the Republic of Argentina to place a lien upon,encumber or otherwise attach the proceeds of any Capital-Raise or to enjoin such Capital-Raise and (b)use its reasonable best efforts to cause the Facilitating Institutions to agree in any material documentationwith respect to any Capital-Raise to provide prompt notice to the Plaintiffs upon becoming aware of anyattempt by any creditor of the Republic of Argentina to place a lien upon, encumber or otherwise attachthe proceeds of any Capital-Raise or to enjoin such Capital-Raise.

I. The Plaintiffs will provide any notices or instructions to the financial institutions at whichtheir respective Accounts are maintained, to the extent that such may be required by those institutions.

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J. On the closing date of any Capital-Raise, without further instruction, the FacilitatingInstitutions will cause to be wired to each of the Plaintiffs to their respective Accounts in accordance withSchedule II, cash in immediately available funds, in United States dollars in an amount sufficient to paythe amounts owed to each of the Plaintiffs, as set forth in Schedule IA. The wire transfers will be initiatedas promptly as operationally practicable on the closing date. The Facilitating Institutions will provideprompt written confirmation to the Plaintiffs of the initiation of the wire transfers, including the time ofinitiation, the amounts of the wire transfers and the federal reference numbers.

K. If the proceeds of a Capital-Raise are insufficient to pay the full amounts payable to thePlaintiffs as set forth in Schedule IA, the Facilitating Institutions will cause to be made a partial paymentto each of the Plaintiffs pro rata in accordance with Schedule IA.

L. If the proceeds of a Capital Raise are in excess of the amount required to pay thePlaintiffs in full, as set forth in Schedule IA, the excess may be applied by the Facilitating Institutions asthe Republic of Argentina directs, but only after first monies raised through such Capital-Raise have beenwired to the Plaintiffs as contemplated by (J) above and the Facilitating Institutions have provided inwriting to each of the Plaintiffs federal reference numbers for each wire made to each such PlaintiffsAccount, together with the amount so wired and the Plaintiffs Account to which it was wired (suchfederal reference numbers and wire information, collectively, the “Wire Confirmation Information”) andthe other applicable requirements of this (L) have been met. After each Plaintiff has received WireConfirmation Information, the Facilitating Institutions may initiate wires to pay other claims relating tothe defaulted Argentine bonds pursuant to settlement agreements or agreements in principle in settlementof such claims (“Other Settled Claims”).

The facilitating Institutions may initiate wires or other transfers of Capital Raiseproceeds (other than wires to the Plaintiffs as contemplated herein and in respect of the Other SettledClaims) only after each Plaintiff has confirmed in writing to the Facilitating Institutions and the Republicof Argentina that the receiving money-center financial institution at which its Account is held hasreceived the payment in full of the amounts owed pursuant to the Agreement in Principle by Fedwire forcrediting to such Plaintiffs Account. Each Plaintiff shall use its reasonable best efforts to confirm asexpeditiously as possible that such Plaintiffs payments have been received. A Plaintiff shall be deemedto have made such confirmation unless such Plaintiff shall have notified the facilitating Institutions inwriting within sixty (60) minutes from that Plaintiffs receipt of Wire Confirmation Information that suchPlaintiff is unable to confirm such receipt of funds. All notices pursuant to this (L) shall be given byemail in accordance with (F).

For the avoidance of doubt and notwithstanding anything contained in this Addendum Ato the contrary, no Plaintiff will be deemed to have been paid in full under the terms of the Agreement inPrinciple unless and until the full amount of the monies owed to such Plaintiff shall have been received bysuch Plaintiff via deposit into such Plaintiffs Account in U.S. dollars in immediately available funds.

M. Any payment made to the Accounts will be final and irrevocable, notwithstanding (in thecase of any partial payment) any subsequent termination of the Agreement in Principle. Any amounts sopaid shall be credited on a dollar for dollar basis against the receiving Plaintiffs claims which are subjectto the Agreement in Principle. No such credit shall amend or otherwise modif’ any provision of theAgreement in Principle, including, but not limited to, paragraph 10 thereof which provides that in theevent of a termination of the Agreement in Principle, the terminating Plaintiffs and the Republic ofArgentina (with respect to the terminating Plaintiffs only) shall thereupon be restored to their respectiveprior positions as if there had been no Agreement in Principle. Notwithstanding the crediting of anypartial payment, all uncredited claims shall remain in full force and effect.

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N. The Facilitating Institutions and all other financial institutions participating in a Capital-Raise will be fully protected in relying on Schedule IA delivered to the Facilitating Institutions inaccordance with (G) above, and any dispute of the Republic of Argentina regarding Schedule IA may behad solely with the Plaintiffs and will be resolved in accordance with paragraph 9 of the Agreement inPrinciple.

0. No disclosure made by the Republic of Argentina in any offering document with regardto the use of proceeds of a Capital-Raise will be inconsistent with these procedures.

P. The Plaintiffs and the Republic of Argentina will reasonably cooperate with theFacilitating Institutions to accommodate legal, logistical or other reasonable concerns of the FacilitatingInstitutions in connection with the implementation of this Addendum A.

Q. The following procedures will apply to the payment of interest accruing after February29, 2016 by the Republic of Argentina to the Plaintiffs in accordance with paragraph 7 of the Agreementin Principle.

a) Payments of interest accruing after February 29, 2016 will be made by the Republic ofArgentina on the same business day that the corresponding payment to the Plaintiffs of theamounts due the Plaintiffs under the Agreement in Principle (other than such interest) ismade. If such payment is made only in part, the amount of the interest accruing afterFebruary 29, 2016 will be payable in corresponding part to each of the Plaintiffs pro rata inaccordance with Schedule IA.

b) The Republic of Argentina will provide notice to the Plaintiffs of the payments of interestaccruing after february 29, 2016 to each of the Plaintiffs no later than the time such paymentis made. The notice will state the amount paid and the basis upon which the amount paid wascalculated.

c) All payments of interest accruing after february 29, 2016 by the Republic of Argentina willbe made in cash, in United States dollars, in immediately available funds by wire transfer tothe Accounts in accordance with the instructions set forth in Schedule II as then in effect.

d) Plaintiffs shall promptly prepare Schedule lB to this Addendum A which shall set forth theamount of interest accruing after February 29, 2016, payable to each of the Plaintiffs on adaily basis for payments made from March 2, 2016 to April 14, 2016, assuming the fullamount payable to the Plaintiffs under the Agreement in Principle exclusive of such interestis paid in full on one of those days and promptly provide the Republic of Argentina with suchSchedule lB. Schedule lB shall be signed by each of the Plaintiffs and, upon such signature,shall be incorporated herein by reference.

e) If at any time payment of the amount, or remaining amount, due to the Plaintiffs (other thaninterest accruing after February 29, 2016) is made only in part, the Plaintiffs will promptlyrevise Schedule lB to reflect the payment in part.

f) The Plaintiffs will promptly provide the Republic of Argentina with written notice of anychanges to Schedule 13.

g) Schedule lB is provided for convenience only, and the amount of interest accruing afterFebruary 29, 2016 payable to the Plaintiffs will be governed by paragraph I of the Agreementin Principle, including with respect to interest accruing after April 14, 2016.

5



R. Upon the payment in full to the Plaintiffs of all amounts due under the Agreement inPrinciple, the Plaintiffs shall, at the election of the Republic of Argentina, either (i) deliver or irrevocablyinstruct to be delivered the defaulted Republic of Argentina bonds that are the subject of the Agreement inPrinciple to the Republic of Argentina or (ii) irrevocably instruct the cancellation of such bonds.

S. Notwithstanding anything to the contrary herein, all computations of amounts hereundershall be in accordance with the Agreement in Principle and the aggregate amount of payments hereundershall not exceed the amounts set forth in or contemplated by the Agreement in Principle, so long as theAgreement in Principle is in effect. As to the allocation of any such amounts, the Republic of Argentinaand the Facilitating Institutions shall be entitled to rely on the Schedules hereto or other writteninstructions of all of the Plaintiffs.

T. No taxes shall be withheld by the Facilitating thstitutions or the Republic of Argentinafrom any payments payable to the Plaintiffs in accordance with this Addendum A.

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ANNEX E

Form of Opinion and Negative Assurance Letter ofCleary Gottlieb Steen & Hamilton LLP, New York Counsel to the Republic of Argentina

April 22, 2016

Deutsche Bank Securities Inc.HSBC Securities (USA) Inc.J.P. Morgan Securities LLCSantander Investment Securities Inc.as Representatives of the several Initial Purchasers

do Deutsche Bank Securities Inc.60 WaIl StreetNew York, New York 10005

do HSBC Securities (USA) Inc.452 Fifth AvenueNew York, New York 1001$




We have acted as special United States counsel to the Republic of Argentina (the“Republic”), in connection with the Republic’s offering of U.S.$ 1,562,000,000 aggregateprincipal amount of 6.250% Notes due 2019, U.S.$2,556,000,000 aggregate principal amount of6.875% Notes due 2021, U.S.$3,692,000,000 aggregate principal amount of 7.500% Notes due2026, and U.S.$ 1,562,000,000 aggregate principal amount of 7.625% Notes due 2046(collectively, the “Notes”), pursuant to the terms of the purchase agreement dated April 19, 2016(the “Purchase Agreement”) among the Republic, Deutsche Bank Securities Inc., HSBCSecurities (USA) Inc., J.P. Morgan Securities LLC and Santander Investment Securities Inc., asrepresentatives to the several initial purchasers named in Schedule I thereto (the “InitialPurchasers”). The Notes will be issued under an indenture dated as of April 22, 2016 (the‘Indenture”) between the Republic and The Bank of New York Mellon, as trustee (the“Trustee”). The preliminary offering memorandum dated April 11, 2016, relating to the Notes isherein called the “Preliminary Offering Memorandum,” and the final offering memorandumdated ApriL 19, 2016, relating to the Notes is herein called the “Final Offering Memorandum.”This opinion letter is furnished pursuant to Section 5(1) of the Purchase Agreement.


In arriving at the opinions expressed below, we have reviewed the followingdocuments:

(a) a facsimile copy of the executed Purchase Agreement;

(b) the Preliminary Offering Memorandum;

(c) the final Offering Memorandum;

(d) facsimile copies of each of the Rule 144A Global Securities and RegulationS Global Securities (each as defined in the Indenture) representing the Notesas executed by the Republic and authenticated by the Trustee;

(e) a facsimile copy of the executed registration rights agreement dated April19, 2016 (the “Registration Rights Agreement”) between the Republic andthe Initial Purchasers;

(f) a facsimile copy of the executed Indenture; and

(g) the documents delivered to you by the Republic at the closing pursuant tothe Purchase Agreement.

In addition, we have reviewed the originals or copies certified or otherwise identified to oursatisfaction of such instruments and other certificates of public officials, officers andrepresentatives of the Republic and such other documents, and we have made such investigationsof law, as we have deemed appropriate as a basis for the opinions expressed below.

In rendering the opinions expressed below, we have assumed the authenticity ofall documents submitted to us as originals and the conformity to the originals of all documentssubmitted to us as copies. In addition, we have assumed and have not verified (i) the accuracy asto factual matters of each document we have reviewed (including, without limitation, theaccuracy of the representations and warranties of the Republic in the Purchase Agreement) and(ii) that the Notes have been duly authenticated in accordance with the terms of the Indenture.

Based on the foregoing, and subject to the further assumptions and qualificationsset forth below, it is our opinion that:

1. The Indenture has been duly executed and delivered by the Republic underthe law of the State of New York and is a valid, binding and enforceable agreement of theRepublic.

2. The Purchase Agreement has been duly executed and delivered by theRepublic under the law of the State of New York.

3. The Registration Rights Agreement has been duly executed and delivered bythe Republic under the law of the State of New York and is a valid, binding and enforceableagreement of the Republic (except that we express no opinion with respect to Section 5 of theRegistration Rights Agreement for indemnification and contribution).


4. The Notes have been duly executed and delivered by the Republic under thelaw of the State of New York and, assuming due authentication and delivery of the Notes by theTrustee, the Notes are valid, binding and enforceable obligations of the Republic, entitted to thebenefits of the Indenture.

5. The issuance and sale of the Notes to the Initial Purchasers pursuant to thePurchase Agreement do not, and the performance by the Republic of its obligations in thePurchase Agreement, the Registration Rights Agreement, the Indenture and the Notes will not,(a) require any consent, approval, authorization, registration or qualification of or with anygovernmental authority of the United States of America or the State of New York that in ourexperience normally would be applicable in relation to transactions of the type contemplated bythe Purchase Agreement, the Registration Rights Agreement and the Indenture (but we expressno opinion relating to the United States federal securities laws or any state securities or Blue Skylaws, except as set forth in paragraph 7 below) or (b) result in a violation of any United Statesfederal or New York State law or published rule or regulation that in our experience normallywould be applicable in relation to transactions of the type contemplated by the PurchaseAgreement, the Registration Rights Agreement and the Indenture (but we express no opinionrelating to the United States federal securities laws or any state securities or Blue Sky laws,except as set forth in paragraph 7 below).

6. The statements set forth under the heading “Description of the Bonds” in thePreliminary Offering Memorandum, considered together with the pricing information set forth inAnnex A to the Purchase Agreement, and under the heading “Description of the Bonds” in theFinal Offering Memorandum, insofar as such statements purport to summarize certain provisionsof the Notes and the Indenture, provide a fair summary of such provisions, the statements setforth under the heading “Exchange Offer; Registration Rights” in the Preliminary OfferingMemorandum and under the heading “Exchange Offer; Registration Rights” in the FinalOffering Memorandum, insofar as such statements purport to summarize certain provisions ofthe Registration Rights Agreement, provide a fair summary of such provisions, and thestatements set forth under the heading “Taxation—U.S. Federal Income Tax Consequences” inthe Preliminary Offering Memorandum and under the heading “Taxation—U.S. Federal IncomeTax Consequences” in the Final Offering Memorandum, insofar as such statements purport tosummarize certain federal income tax laws of the United States, constitute a fair summary of theprincipal U.S. federal income tax consequences of an investment in the Notes.

7. No registration of the Notes under the U.S. Securities Act of 1933, asamended, and no qualification of an indenture under the U.S. Trust Indenture Act of 1939, asamended, are required for the offer and sale of the Notes by the Republic to the Initial Purchaserspursuant to and in the manner contemplated by the Purchase Agreement, or by the InitialPurchasers as contemplated by the Purchase Agreement, the Preliminary Offering Memorandumand the Final Offering Memorandum.

8. Assuming validity under the laws of the Republic, then under the laws of theState of New York relating to submission to jurisdiction, the Republic, pursuant to Section 15 ofthe Purchase Agreement, Section 6 of the Registration Rights Agreement, Section 9.7 of theIndenture and Paragraph 16 of the Notes, respectively, has (1) validly and irrevocably submittedto the personal jurisdiction of any New York State or U.S. federal court in the Borough of


Manhattan, The City of New York in any action arising out of or related to the Indenture or theNotes, (ii) to the fullest extent permitted by applicable law, validly and irrevocably waived anyobjection to the venue of a proceeding in any such court, and (iii) validly appointed the personfrom time to time discharging the function of Banco de la Nación Argentina as its initialauthorized agent for the purpose described in Section 15 of the Purchase Agreement, Section 6 ofthe Registration Rights Agreement, Section 9.7 of the Indenture and Paragraph 16 of the Notes;and service of process effected in the manner set forth in Section 15 of the Purchase Agreement,Section 6 of the Registration Rights Agreement, Section 9.7 of the Indenture and Paragraph 16 ofthe Notes will be effective to confer valid personal jurisdiction over the Republic in any suchaction.

Insofar as the foregoing opinions relate to the validity, binding effect orenforceability of any agreement or obligation of the Republic, (a) we have assumed that theRepublic and each other party to such agreement or obligation has satisfied those legalrequirements that are applicable to it to the extent necessary to make such agreement orobligation enforceable against it (except that no such assumption is made as to the Republicregarding matters of the federal law of the United States of America or the law of the State ofNew York that in our experience normally would be applicable with respect to such agreementor obligation), (b) such opinions are subject to applicable bankruptcy, insolvency and similarlaws affecting creditors’ rights generally and to general principles of equity and (c) such opinionsare subject to the effect ofjudicial application of foreign laws or foreign governmental actionsaffecting creditors’ rights.

In rendering the opinion expressed in numbered paragraph 6 above, we haveassumed the accuracy of, and compliance with, the representations, warranties and covenants ofthe Republic and the Initial Purchasers contained in the Purchase Agreement, and compliancewith the procedures contained in the Preliminary Offering Memorandum and the Final OfferingMemorandum relating to the offer and sale of the Notes.

The enforceability in the United States of the waiver by the Republic of itsimmunities, as set forth in Section 15 of the Purchase Agreement, Section 6 of the RegistrationRights Agreement, Section 9.7 of the Indenture and Paragraph 16 of the Notes is subject to thelimitations imposed by the Foreign Sovereign Immunities Act of 1976. We express no opinionas to the enforceability of any such waiver of immunity to the extent that it purports to apply toany immunity to which the Republic may become entitled after the date hereof

We also note that the designation in Section 15 of the Purchase Agreement,Section 6 of the Registration Rights Agreement, Section 9.7 of the Indenture and Paragraph 16 ofthe Notes of the U.S. federal courts sitting in the Borough of Manhattan, The City of New Yorkas the venue for actions or proceedings relating to the Purchase Agreement, Indenture and theNotes is (notwithstanding the waiver in Section 15 of the Purchase Agreement, Section 6 of theRegistration Rights Agreement, Section 9.7 of the Indenture and Paragraph 16 of the Notes)subject to the power of such courts to transfer actions pursuant to 2$ U.S.C. § 1404(a) or todismiss such actions or proceedings on the grounds that such a federal court is an inconvenientforum for such an action or proceeding.


We express no opinion as to the enforceability of Section 6(k) of the RegistrationRights Agreement and Paragraph 17 of the Notes relating to currency indemnity.

The foregoing opinions are limited to the federal law of the United States ofAmerica and the law of the State of New York.

We are furnishing this opinion letter to you, as the Initial Purchasers, solely foryour benefit in your capacity as such in connection with the offering of the Notes. This opinionletter is not to be relied on by or furnished to any other person or used, circulated, quoted orotherwise referred to for any other purpose. We assume no obligation to advise you or any otherperson, or to make any investigations, as to any legal developments or factual matters arisingsubsequent to the date hereof that might affect the opinions expressed herein.

Very truly yours,

CLEARY GOTTLIE3 STEEN &HAMILTON LLP

By:

__________________

a Partner


April 22, 2016

Deutsche Bank Securities Inc.HSBC Securities (USA) Inc.J.P. Morgan Securities LLCSantander Investment Securities Inc.

as Representatives of the several Initial Purchasers

do Deutsche Bank Securities Inc.60 Wall StreetNew York, New York 10005

do HSBC Securities (USA) Inc.452 Fifth AvenueNew York, New York 1001$




We have acted as special United States counsel to the Republic of Argentina (the“Republic”), in connection with the Republic’s offering ofU.S.$1,562,000,000 aggregateprincipal amount of 6.250% Notes due 2019, U.S.$2,256,000,000 aggregate principal amount of6.875% Notes due 2021, U.S.$3,692,000,000 aggregate principal amount of 7.500% Notes due2026, and U.$.$1,562,000,000 aggregate principal amount of 7.625% Notes due 2046(collectively, the “Notes”), pursuant to the terms of the purchase agreement dated April 19, 2016(the “Purchase Agreement”) among the Republic and Deutsche Bank Securities Inc., HSBCSecurities (USA) Inc., J.P. Morgan Securities LLC and Santander Investment Securities Inc., asrepresentatives to the several initial purchasers named in Schedule 1 thereto (the “InitialPurchasers”). The preliminary offering memorandum dated April 11, 2016, relating to the Notesis herein called the “Preliminary Offering Memorandum,” and the final offering memorandumdated April 11, 2016, relating to the Notes is herein called the “Final Offering Memorandum.”This letter is furnished to you pursuant to Section 5(1) of the Purchase Agreement.

Because the primary purpose of our professional engagement was not to establishor confirm factual matters or financial or statistical information, and because manydeterminations involved in the preparation of the Preliminary Offering Memorandum, the FinalOffering Memorandum and the pricing information set forth in Annex A to the PurchaseAgreement are of a wholly or partially non-legal character or relate to legal matters outside thescope of our opinion letter to you of even date herewith, we are not passing upon and do not


assume any responsibility for the accuracy, completeness or fairness of the statements containedin the Preliminary Offering Memorandum, the Final Offering Memorandum or the pricinginformation set forth in Annex A to the Purchase Agreement (except to the extent expressly setforth in numbered paragraph 6 of our opinion letter to you of even date herewith), and we makeno representation that we have independently verified the accuracy, completeness or fairness ofsuch statements (except as aforesaid). We note that certain portions of the Preliminary OfferingMemorandum, the Final Offering Memorandum and the pricing information set forth in Annex Ato the Purchase Agreement have been included therein on the authority of officials of theRepublic, and that we are not experts (within the meaning of the U.S. Securities Act of 1933, asamended) with respect to any portion of the Preliminary Offering Memorandum, the finalOffering Memorandum or the pricing information set forth in Annex A to the PurchaseAgreement, including, without limitation, the financial or statistical data included therein. Weare also not passing upon and do not assume any responsibility for ascertaining whether or whenany of the Preliminary Offering Memorandum, the final Offering Memorandum or the pricinginformation set forth in Annex A to the Purchase Agreement were conveyed to any person.

However, in the course of our acting as special United States counsel to theRepublic in connection with its preparation of the Preliminary Offering Memorandum, the FinalOffering Memorandum and the pricing information set forth in Annex A to the PurchaseAgreement, we participated in conferences and telephone conversations with officials andrepresentatives of the Republic, your representatives and representatives of your counsel, duringwhich conferences and conversations the contents of the Preliminary Offering Memorandum, theFinal Offering Memorandum and the pricing information set forth in Annex A to the PurchaseAgreement and related matters were discussed, and we reviewed certain records and documentsfurnished to us by the Republic.

Based on our participation in such conferences and conversations and our reviewof such records and documents as described above, our understanding of the U.S. federalsecurities laws and the experience we have gained in our practice thereunder, we advise you that:

(a) No information has come to our attention that causes us to believe that thePreliminary Offering Memorandum (except the financial data included therein and the statisticaldata included in the sourcebook prepared in connection therewith, as to which we express noview), considered together with the pricing information set forth in Annex A to the PurchaseAgreement, at 5:04 p.m.] (New York time) on April 19, 2016, contained an untrue statement of amaterial fact or omitted to state a material fact necessary in order to make the statements therein, inthe light of the circumstances under which they were made, not misleading.

(b) No information has come to our attention that causes us to believe that thefinal Offering Memorandum (except the financial data included therein and the statistical dataincluded in the sourcebook prepared in connection therewith, as to which we express no view),as of the date thereof or hereof, contained or contains an untrue statement of a material fact oromitted or omits to state a material fact necessary in order to make the statements therein, in thelight of the circumstances under which they were made, not misleading.

We are furnishing this letter to you, as the Initial Purchasers, solely for yourbenefit in your capacity as such in connection with the offering of the Notes. This letter is not to


be relied on by or furnished to any other person or used, circulated, quoted or otherwise referredto for any other purpose. We assume no obligation to advise you, or to make any investigations,as to any legal developments or factual matters arising subsequent to the date hereof that mightaffect the views expressed herein.

Very truly yours,

CLEARY GOTTLIEB STEEN & HAMILTON LLP

By:

_________________

a Partner


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EXHIBIT BAMOU1JTS PAID TO FEBRUARY 29 SETTLING PARTIES

. Amount Paid Fedwire Reference# Feb 29 Settling Party(USD) Number

I NML Capital, Ltd. U.S.$2,426,610,458.O0 FIS 1604228065800

2 Aurelius Capital U.S.$434,476,042.00 20160422B1Q$152C000876Master, Ltd

3 ACP Master, Ltd. U.S.$J08,71 1,975.00 2016042231Q8152C000$75

4 Aurelius Opportunities U.S.$I 34,225,451.00 2016042238 54C000873Fund II, LLC

5 Aurelius Capital U.S.$1 69,141,371.00 20 16042231Q$1 54C000820Partners, LP

6 Blue Angel Capital I U.S.$41 1,425,409.00 2016042231Q8153C000856LLC

7 Olifant Fund, Ltd. U.S.$70,990,501.00 2016042231Q$153C000$71

8 fYI Ltd. U.S.$366,407,062.00 201 60422B 1Q$15 1C000836

9 fF1 fund Ltd. U.S.$550,603,782.00 201 604223 1Q81 53C000$55

10 EM Limited U.S.$$49,201,747.00 2016042231Q8151C001533

11 Procella Holdings, L.P. U.S.$37,866,814.00 FiS 1604228168900

12 VR Global Partners, U.S.$35,508,705.00 f1S1604228167100L.P.

13 Montreux Partners. LP U.S.$308,560,$43.00 2016042231Q8151C001532

14 Capital Ventures U.S.$22 1,833,952.53 201 60422B IQ$15 1COO1 534International

15 Lorin Capital Master U.S.$739,265 .26 Fl SI 604228158400Fund, LP (formerlyTortus Capital MasterFund, LP)


2

. Amount Paid fedwire Reference# Feb 29 Seftling Pai’(USD) Number

16 Clarex Limited U.S.$1 10,468,850.45 20160422B1Q8151C001541

17 Lightwater Corporation U.S.$9,634,370.00 201 60422B 1Q81 52C00 1553Limited

18 Old Castle Holdings, U.S.$963,437.00 201 60422B1 Q81 54C001 614Ltd.

19 Paolo Ercolani U.S.$ 1,008,964.48 201 60422B 1Q81 54C00 1846

20 Rafael Leopoldo Settin U.S.$3,235,439.00 20160422B1Q8154C001612Lando


FACSI MILE: TELEPHONE: 41-212-474-000 mpaskin@cravath2016/04/22 · 2 Court Order, which affirmance...

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