BANCO DE GALICIA Y BUENOS AIRES, S.A. as Issuer, THE BANK OF NEW YORK MELLON as Trustee, Co-Registrar, Paying Agent and Transfer Agent and BANCO DE VALORES S.A. as Argentine Registrar, Paying Agent, Transfer Agent and Representative of the Trustee in...

Exhibit 2.5

EXECUTION COPY

BANCO XX XXXXXXX Y BUENOS AIRES, S.A.
as Issuer,

THE BANK OF NEW YORK MELLON
as Trustee, Co-Registrar, Paying Agent and Transfer Agent

and

BANCO DE VALORES S.A.
as Argentine Registrar, Paying Agent, Transfer Agent and
Representative of the Trustee in Argentina

and

THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A.
as Luxembourg Paying Agent and Transfer Agent

INDENTURE

Dated as of May 4, 2011

8.75% SENIOR NOTES DUE 2018

TABLE OF CONTENTS


	Page

ARTICLE I GENERAL

Section 1.1 Definitions		2
Section 1.2 Rules of Construction		17
Section 1.3 Agents		18

ARTICLE II THE NOTES

Section 2.1 Form and Dating		20
Section 2.2 Execution and Authentication		21
Section 2.3 Registrar, Transfer Agent and Paying Agent		22
Section 2.4 Paying Agent to Hold Money in Trust		23
Section 2.5 CUSIP and ISIN Numbers		24
Section 2.6 Holder Lists		24
Section 2.7 Global Note Provisions		24
Section 2.8 Legends		25
Section 2.9 Transfer and Exchange		26
Section 2.10 Mutilated, Destroyed, Lost or Stolen Notes		29
Section 2.11 Temporary Notes		30
Section 2.12 Cancellation		30
Section 2.13 Defaulted Interest		30
Section 2.14 Additional Notes		31

ARTICLE III COVENANTS

Section 3.1 Payment of Notes		32
Section 3.2 Maintenance of Office or Agency		32
Section 3.3 Maintenance of Corporate Existence; Properties		32
Section 3.4 Compliance with Law		33
Section 3.5 Maintenance of Books and Records		33
Section 3.6 Negative Pledge		33
Section 3.7 Payment of Taxes		33
Section 3.8 Further Actions		33

TABLE OF CONTENTS
(continued)


	Page

Section 3.9 Waiver of Stay, Extension or Usury Laws		34
Section 3.10 Conduct of Business		34
Section 3.11 Reports to Holders		34
Section 3.12 Listing and Trading		35
Section 3.13 Additional Amounts		36
Section 3.14 Use of Proceeds		38
Section 3.15 Compliance Certificates		38

ARTICLE IV MERGERS, CONSOLIDATIONS, SALES, LEASES

Section 4.1 Mergers, Consolidations, Sales, Leases		38

ARTICLE V REDEMPTION AND REPURCHASES OF NOTES

Section 5.1 Redemption		39
Section 5.2 Election to Redeem		39
Section 5.3 Notice of Redemption		40
Section 5.4 Selection of Notes to Be Redeemed in Part		41
Section 5.5 Deposit of Redemption Price		41
Section 5.6 Notes Payable on Redemption Date		41
Section 5.7 Unredeemed Portions of Partially Redeemed Note		42
Section 5.8 Repurchases; Notes held by the Bank and/or Affiliates		42
Section 5.9 Application of Redemption Payments		42

ARTICLE VI DEFAULTS AND REMEDIES

Section 6.1 Events of Default		42
Section 6.2 Acceleration		44
Section 6.3 Other Remedies		44
Section 6.4 Waiver of Past Defaults		44
Section 6.5 Control by Majority		44
Section 6.6 Limitation on Suits		45
Section 6.7 Rights of Holders to Receive Payment		45
Section 6.8 Collection Suit by Trustee		45

TABLE OF CONTENTS
(continued)


	Page

Section 6.9 Trustee May File Proofs of Claim, etc.		46
Section 6.10 Priorities		46
Section 6.11 Undertaking for Costs		47

ARTICLE VII TRUSTEE

Section 7.1 Duties of Trustee		47
Section 7.2 Rights of Trustee		48
Section 7.3 Individual Rights of Trustee		50
Section 7.4 Trustee’s Disclaimer		50
Section 7.5 Notice of Defaults		50
Section 7.6 Report to Trustee		51
Section 7.7 Compensation and Indemnity		51
Section 7.8 Replacement of Trustee		52
Section 7.9 Successor Trustee by Merger		53
Section 7.10 Eligibility		53
Section 7.11 The Trustee’s Representative in Argentina		53
Section 7.12 Paying Agent, Registrar and Luxembourg Paying Agent		54

ARTICLE VIII DEFEASANCE; DISCHARGE OF INDENTURE

Section 8.1 Legal Defeasance and Covenant Defeasance		54
Section 8.2 Conditions to Defeasance		56
Section 8.3 Application of Trust Money		57
Section 8.4 Repayment to Bank		57
Section 8.5 Indemnity for U.S. Government Obligations		57
Section 8.6 Reinstatement		57
Section 8.7 Satisfaction and Discharge		58

ARTICLE IX AMENDMENTS

Section 9.1 Without Consent of Holders		59
Section 9.2 With Consent of Holders		60
Section 9.3 Revocation and Effect of Consents and Waivers		61

iii

TABLE OF CONTENTS
(continued)


	Page

Section 9.4 Notation on or Exchange of Notes		61
Section 9.5 Trustee to Sign Amendments and Supplements		61
Section 9.6 Evidence of Action Taken by Holders		61
Section 9.7 Holders to be Treated as Owners		62
Section 9.8 Noteholders Meeting; Consent		62

ARTICLE X MISCELLANEOUS

Section 10.1 Notices		64
Section 10.2 Certificate and Opinion as to Conditions Precedent		65
Section 10.3 Statements Required in Officers’ Certificate or Opinion of Counsel		65
Section 10.4 Rules by Trustee, Paying Agent and Xxxxxxxxx		00
Section 10.5 Legal Holidays		66
Section 10.6 Governing Law, etc.		66
Section 10.7 No Recourse Against Others		67
Section 10.8 Provisions of Indenture for the Sole Benefit of Parties and Holders		68
Section 10.9 Successors		68
Section 10.10 Duplicate and Counterpart Originals		68
Section 10.11 Severability		68
Section 10.12 Currency Indemnity		68
Section 10.13 Table of Contents; Headings		69


EXHIBIT A		Form of Note

EXHIBIT B		Form of Certificate for Transfer to QIB

EXHIBIT C		Form of Certificate for Transfer Pursuant to Regulation S

EXHIBIT D		Form of Certificate for Transfer Pursuant to Rule 144

INDENTURE, dated as of May 4, 2011, between Banco xx Xxxxxxx y Buenos Aires S.A., a sociedad anónima organized and existing under the laws of Argentina with legal domicile at Xxxxx 000, 00xx Xxxxx (X0000XXX), Xxxxxx Xxxxx, Xxxxxxxxx, incorporated on September 28, 1905 with a duration until 2100 and registered with the Public Registry of Commerce of The City of Buenos Aires under number 4, File 21, Book 32A, year 1995 of “Corporations” (the “Bank”), The Bank of New York Mellon, as trustee (the “Trustee”), co-registrar (in such capacity, the “Co-Registrar”), paying agent (in such capacity, the “Principal Paying Agent,” and, together with any other paying agents appointed by the Bank in their respective capacities as such, the “Paying Agents”), and transfer agent (in such capacity, the “Principal Transfer Agent,” and, together with any other transfer agents appointed by the Bank in their respective capacities as such, the “Transfer Agents”), Banco de Valores S.A., as the Trustee’s representative in Argentina (in such capacity, the “Trustee’s Representative in Argentina”), and under the terms provided in this Indenture, co-registrar (in such capacity, the “Argentine Registrar”) and transfer agent (in such capacity, the “Argentine Transfer Agent”) and paying agent (in such capacity, the “Argentine Paying Agent”), and The Bank of New York Mellon (Luxembourg) S.A., a corporation (société anonyme) organized under the laws of Luxembourg, as Luxembourg paying agent (in such capacity, the “Luxembourg Paying Agent”) and Luxembourg transfer agent (in such capacity, the “Luxembourg Transfer Agent”).

W I T N E S S E T H :

WHEREAS, the Bank has duly authorized the execution and delivery of this Indenture to provide, among other things, for the authentication and delivery and administration of its Initial Notes and Additional Notes (each as defined herein), pursuant to the Bank’s Global Short-Term, Medium-Term and Long-Term Notes Program for a maximum outstanding amount of U.S.$342.5 million (as amended, the “Program”);

WHEREAS, the Bank, pursuant to resolutions of its shareholders’ dated November 4, 2005, authorized the creation of the Program for an initial maximum outstanding amount of U.S.$342.5 million;

WHEREAS, the Bank, pursuant to a meeting of the Board of Directors held on September 15, 2005, approved the terms and conditions of the Program;

WHEREAS, the Bank, pursuant to resolutions of its Board of Directors dated April 4, 2011, has fully authorized the issuance in the amount of up to U.S.$300,000,000 of the Initial Notes, substantially in the form hereinafter set forth in such aggregate principal amount;

WHEREAS, the Program was authorized by the Argentine Comisión Nacional de Valores (“CNV”) by its Resolution No. 15.228, dated November 4, 2005 and the extension of the Program was authorized by the CNV pursuant to its Resolution No. 16,454, dated November 11, 2010;

WHEREAS, the Notes will qualify as “obligaciones negociables” under Argentine Law No. 23,576, as amended (the “Negotiable Obligations Law”), and Joint Resolutions No. 470-1738/2004, No. 500-222/2007 and No. 521-2352/2007 issued by the CNV and the Argentine Administración Federal de Ingresos Públicos (the “AFIP”);

WHEREAS, the main corporate purpose of the Bank consists of the performance of authorized operations and transactions within the banking and financial sectors.

WHEREAS, the capital stock and the shareholders’ equity of the Bank, as of December 31, 2010, was Ps.562.32 million and Ps.2,6 billion, respectively, in accordance with Argentine Banking GAAP (as defined below);

WHEREAS, the Bank has duly authorized the execution and delivery of this Indenture to provide, among other things, for the authentication, delivery and administration of the Notes issued on and after the date hereof;

WHEREAS, the Trustee has agreed to act as Trustee under this Indenture on the following terms and conditions; and

WHEREAS, all things necessary to make this Indenture a valid indenture and agreement according to its terms have been done.

Each party agrees as follows for the benefit of the other parties and of the Holders of the Initial Notes and any Additional Notes (in each case as defined herein):

ARTICLE I

GENERAL

Section 1.1 Definitions.

“Accounts Receivable” means receivables of the Bank or any Subsidiary thereof generated in the ordinary course of its business.

“Additional Amounts” has the meaning set forth under Section 3.13.

“Additional Note Board Resolutions” means resolutions duly adopted by the Board of Directors of the Bank and delivered to the Trustee in an Officers’ Certificate providing for the issuance of Additional Notes.

“Additional Note Supplemental Indenture” means a supplement to this Indenture duly executed and delivered by the Bank and the Trustee pursuant to ARTICLE IX providing for the issuance of Additional Notes.

“Additional Notes” means any additional Notes as specified in the relevant Additional Note Board Resolutions or Additional Note Supplemental Indenture issued therefor in accordance with this Indenture.

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

“AFIP” means the Argentine Administración Federal de Ingresos Públicos.

“Agent” means any of the Paying Agents, the Registrar, the Transfer Agents, the Trustee’s Representative in Argentina, the Authenticating Agent or any other agent employed to act hereunder.

“Agent Members” has the meaning assigned to it in Section 2.7(b).

“Applicable Premium” means, with respect to any Note on any applicable redemption date, the greater of: (a) 1.0% of the then outstanding principal amount of the Note; and (b) the excess of the present value at such redemption date of (i) the redemption price of the Note at May 4, 2015 plus (ii) all required interest payments due on the Notes, through May 4, 2015 (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over the then outstanding principal amount of the Note.

“Argentina” means the Republic of Argentina.

“Argentine Banking GAAP” means the generally accepted accounting principles for all financial institutions in Argentina prescribed by the Central Bank, as in effect from time to time.

“Argentine Bankruptcy Law” means Argentine Law no. 24,522, as amended.

“Argentine Paying Agent” means any person authorized by the Bank to act as paying agent in Argentina and shall initially be Banco de Valores S.A., acting in such capacity, in accordance with the terms hereof, to the extent that a Certificated Note is provided to Banco de Valores S.A. for payment in Argentina by an Argentine Holder.

“Argentine Registrar” means any person authorized by the Bank to act as registrar in Argentina and shall initially be Banco de Valores S.A., acting in such capacity, in accordance with the terms hereof, to the extent that a Certificated Note is provided to Banco de Valores S.A. for registration in Argentina by an Argentine Holder.

“Argentine Transfer Agent” means any person authorized by the Bank to act as transfer agent in Argentina and shall initially be Banco de Valores S.A., acting in such capacity, in accordance with the terms hereof, to the extent that a Certificated Note is provided to Banco de Valores S.A. for transfer in Argentina by an Argentine Holder.

“Authenticating Agent” has the meaning assigned to it in Section 2.2(e).

“Authorized Agent” has the meaning assigned to it in Section 10.6(d).

“Bank” means the party named as such in the recitals to this Indenture and its successors and assigns, including any Surviving Entity.

“Bank Order” has the meaning assigned to it in Section 2.2(c)(i).

“Bankruptcy Law” means Title 11, U.S. Code, the Financial Institutions Law, the Argentine Bankruptcy Law or any similar U.S. federal or state law or non-U.S. law for the relief of debtors.

“Bankruptcy Law Event of Default” means:

(1) the Bank, pursuant to or under or within the meaning of any Bankruptcy Law:

(a) commences a voluntary case or proceeding;

(b) consents to the making of a Bankruptcy Order in an involuntary case or proceeding or consents to the commencement of any case against it (or them);

(c) consents to the appointment of a custodian, receiver, liquidator, assignee, trustee or similar official of it (or them) or for all or any substantial part of its property;

(d) makes a general assignment for the benefit of its (or their) creditors;

(e) files an answer or consent seeking reorganization or relief;

(f) admits in writing its inability to pay its (or their) debts generally when due; or

(g) consents to the filing of a petition in bankruptcy;

(2) a court of competent jurisdiction in any involuntary case or proceeding enters a Bankruptcy Order against the Bank or of all or any substantial part of the property of the Bank, and such Bankruptcy Order remains unstayed and in effect for 60 consecutive days;

(3) a custodian, receiver, liquidator, assignee, trustee or similar official is appointed out of court with respect to the Bank, or with respect to all or any substantial part of the assets or properties of the Bank; or

(4) the Central Bank

(a) initiates a proceeding under Article 34, 35 or 35(bis) of the Financial Institutions Law, requesting the Bank or any of its Significant Subsidiaries to submit a plan under such Article; or

(b) orders a temporary, total or partial suspension of the activities of the Bank or any of its Significant Subsidiaries pursuant to Article 49 of the charter of the Central Bank.

“Bankruptcy Order” means any court order made in a proceeding pursuant to or within the meaning of any Bankruptcy Law, containing an adjudication of bankruptcy or insolvency, or providing for liquidation, receivership, winding-up, dissolution, suspension of payments, reorganization or similar proceedings, or appointing a custodian of a debtor or of all or any substantial part of a debtor’s property, or providing for the staying, arrangement, adjustment or composition of indebtedness or other relief of a debtor.

“BASE” means the Buenos Aires Stock Exchange.

“Board of Directors” means, with respect to any Person, the board of directors of such Person or any committee thereof duly authorized to act on behalf of the board of directors of such Person, or similar governing body of such Person, including any managing partner or similar entity of such Person.

“Board Resolution” means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” means a day other than a Saturday, Sunday or any day on which banking institutions are authorized or required by law to close in New York City, United States or the City of Buenos Aires, Argentina.

“Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock and partnership interests, but excluding any debt securities convertible into such equity.

“Cash Equivalents” means:

(a) any official currencies received or acquired in the ordinary course of business including, without limitation, Pesos, Euro, Dollars or any other currency of countries in which the Bank or its Subsidiaries has operations;

(b) US Government Obligations or certificates representing an ownership interest in US Government Obligations, or securities issued directly and fully guaranteed or insured by any member of the European Union, or any agency or instrumentality thereof (provided that the full faith and credit of such member is pledged in support of those securities) or other sovereign debt obligations (other than those of Argentina) rated “A” or higher or such similar equivalent or higher rating by at least one nationally recognized statistical rating organization as contemplated in Rule 436 under the Securities Act, in each case with maturities not exceeding one year from the date of acquisition;

(c) Argentine government obligations (including those of the Central Bank) or quasi-currency bonds and other obligations issued or directly and fully guaranteed or insured by the Republic of Argentina or by any agent or instrumentality thereof or any such obligations or bonds issued by or guaranteed or insured by any province in Argentina or by an agent or instrumentality thereof; provided that the full faith and credit of the Republic of Argentina is pledged in support thereof.

(d) (i) demand deposits, (ii) time deposits and certificates of deposit with maturities of one year or less from the date of acquisition, (iii) bankers’ acceptance with maturities not exceeding one year from the date of acquisition, and (iv) overnight bank deposits, in each case with, in each case with (x) Banco xx Xxxxxxx y Buenos Aires S.A. and its affiliates, or (y) any bank or trust company organized or licensed under the laws of Argentina or any state thereof that at the time of acquisition thereof has a local market credit rating of at least “BBB” (or the then equivalent grade) by S&P and the equivalent rating by Moody’s;

(e) (i) demand deposits, (ii) time deposits and certificates of deposit with maturities of one year or less from the date of acquisition, (iii) bankers’ acceptances with maturities not exceeding one year from the date of acquisition, and (iv) overnight bank deposits, in each case with any bank or trust company organized or licensed under the laws of the United States or any state thereof or under the laws of any member state of the European Union, or under the laws of any country in which the Bank has operations in each case whose head office’s senior short term debt is rated “BBB+” or higher or such similar equivalent or higher rating by at least one Rating Agency or whose local national scale rating for senior short term debt is BBB+ or higher or such similar equivalent or higher rating; and provided, further, that in the event that no bank or trust company in such country has a local rating of BBB+ or higher or such similar equivalent or higher rating, then this clause shall apply to the three highest rated banks in the relevant country.

(f) repurchase obligations with a term of not more than 30 days for underlying securities of the type described in clauses (b) and (c) above entered into with any financial institution meeting the qualifications specified in clause (e) above;

(g) commercial paper rated “BBB” or higher or such similar equivalent or higher rating by at least one nationally recognized statistical rating organization as contemplated in Rule 436 under the Securities Act and maturing within six months after the date of acquisition;

(h) money market funds at least 95% of the assets of which consist of investments of the type described in clauses (a) through (h) above; and

(i) substantially similar investments, of comparable credit quality, denominated in the currency of any jurisdiction in which the Bank or its Subsidiaries conducts business.

“Central Bank” means the Banco Central de la República Argentina, the Argentine Central Bank.

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

“Certificated Note” means any Note issued in fully-registered certificated form (other than a Global Note), which shall be substantially in the form of Exhibit A, with appropriate legends as specified in Section 2.8 and Exhibit A.

“CNV” means the Argentine Comisión Nacional de Valores.

“Co-Registrar” means the party named as such in the recitals to this Indenture, acting as co-registrar for the Notes.

“Corporate Trust Office” means, with respect to the Trustee, the office of the Trustee at which the corporate trust business of the Trustee shall, at any particular time, be principally administered, which office is located on the date hereof at The Bank of New York Mellon, 000 Xxxxxxx Xxxxxx, Xxxxx 0X, Xxx Xxxx, Xxx Xxxx 00000, Attention: Global Finance Unit.

“Covenant Defeasance” has the meaning assigned to it in Section 8.1(c).

“Default” means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default.

“Defaulted Interest” has the meaning assigned to it in paragraph 1 of the Form of Reverse Side of Note contained in Exhibit A.

“Director” mans any duly elected member of the Board of Directors of the Bank as certified in an Officers’ Certificate of the Bank and delivered to the Trustee.

“Disqualified Stock” means, with respect to any Person, any Capital Stock that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable) or upon the happening of any event:

(1) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

(2) is convertible or exchangeable for Indebtedness or Disqualified Stock; or

(3) is redeemable at the option of the holder thereof, in whole or in part, in each case on or prior to the first anniversary of the Stated Maturity of the Notes.

“Distribution Compliance Period” means, with respect to any Regulation S Global Note, the 40 consecutive days beginning on and including the later of (a) the day on which any Notes represented thereby are offered to persons other than distributors (as defined in Regulation S under the Securities Act) pursuant to Regulation S and (b) the issue date for such Notes.

“DTC” means The Depository Trust Company, its nominees and their respective successors and assigns, or such other depositary institution hereinafter appointed by the Bank that is a clearing agency registered under the Exchange Act.

“Event of Default” has the meaning assigned to it in Section 6.1.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.

“Fair Market Value” of any property, asset, share of Capital Stock, other security, Investment or other item means, on any date, the fair market value of such property, asset, share of Capital Stock, other security, Investment or other item on that date as determined in good faith by the Board of Directors of the Bank and evidenced by a resolution thereof set forth in an Officers’ Certificate delivered to the Trustee.

“Financial Institutions Law” means Argentine Law Nº 21,526, as amended.

“Global Note” means any Note issued in fully-registered certificated form to DTC (or its nominee), as depositary for the beneficial owners thereof, which shall be substantially in the form of Exhibit A, with appropriate legends as specified in Section 2.8 and Exhibit A.

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

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or other obligation of any other Person and any obligation, direct or indirect, contingent or otherwise, of any Person:

(1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise); or

(2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part),

provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a correlative meaning. The term “Guarantor” shall mean any Person Guaranteeing any obligation.

“Hedging Agreement” means hedging agreements in connection with interest rates, interest rate swaps, cap and collar agreements, interest rate futures and options, currency swap agreements, currency futures and options, and similar agreements that enable the Bank to hedge financial and operating risks.

“Hedging Obligations” of any Person means the obligations of such Person under any Hedging Agreement.

“Holder” means the Person in whose name a Note is registered on the Registrar’s books.

“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board.

“Indebtedness” means, with respect to any Person on any date of determination (without duplication):

(1) the principal amount (or, if less, the accreted value) in respect of indebtedness of such Person for borrowed money;

(2) the principal (or, if less, the accreted value) if any, in respect of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(3) all reimbursement obligations of such Person in respect of the face amount of letters of credit or other similar instruments;

(4) all obligations of such Person to pay the deferred and unpaid purchase price of property or services (except trade and other ordinary course payables and contingent obligations to pay earn-outs), which purchase price is due more than twelve months after the date of placing such property in service or taking delivery and title thereto or the completion of such services;

(5) all obligations of such Person under any lease that are required to be classified and accounted for as capital lease obligations under Central Bank Rules;

(6) the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock or, with respect of any Subsidiary of such Person, any Preferred Stock (but excluding, in each case, any accrued dividends);

(7) all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided, however, that the amount of Indebtedness of such Person shall be the lesser of:

(a) the Fair Market Value of such asset at such date of determination; and

(b) the amount of such Indebtedness of such other Persons;

(8) to the extent not otherwise included in this definition, all Hedging Obligations of such Person, to the extent such Hedging Obligations appear as a liability on the balance sheet of such Person; and

(9) all obligations of the type referred to in clauses (1) through (8) above of other Persons for which such Person is responsible or liable, directly or indirectly, as Guarantor or otherwise, by means of any Guarantee.

The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and, with respect to any contingent obligations, the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of such contingent obligations at such date.

“Indenture” means this Indenture, as amended or supplemented from time to time, including the Exhibits hereto, and any supplemental indenture hereto.

“Initial Notes” means any of the Bank’s 8.75% Senior Notes due 2018 issued on the Issue Date, and any replacement Notes in respect thereof issued thereafter in accordance with this Indenture.

“Interest Payment Date” means the stated due date of an installment of interest on the Notes as specified in the Form of Face of Note contained in Exhibit A.

“Investment” in any Person means any direct or indirect advance, loan or other extension of credit (including by way of Guarantee or similar arrangement) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others; other than deposits made in the ordinary course of business), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such Person; provided that any advances, loans or other extensions of credit to customers or suppliers or merchants or any other Person in the ordinary course of business that are recorded as receivables from services or other receivables on the balance sheet of the applicable lender shall not constitute an Investment.

“Issue Date” means the date of this Indenture (being the original issue date of Notes hereunder).

“Legal Defeasance” has the meaning assigned to it in Section 8.1(b).

“Legal Holiday” has the meaning assigned to it in Section 10.5.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof).

“Luxembourg” means the Grand Duchy of Luxembourg.

“Luxembourg Paying Agent” means any Person authorized by the Bank to repay the principal of, or interest on, any Notes in Luxembourg in accordance with the terms hereof and shall initially be The Bank of New York Mellon (Luxembourg) S.A. with an office located at Vertigo Building Polaris 0-0 xxx Xxxxxx Xxxxxx X-0000 Xxxxxxxxxx.

“Luxembourg Transfer Agent” means any person authorized by the Bank to act as transfer agent in Luxembourg in accordance with the terms hereof and shall initially be The Bank of New York Mellon (Luxembourg) S.A. with an office located at Vertigo Building Polaris 2-4 rue Xxxxxx Xxxxxx X-0000 Xxxxxxxxxx.

“MAE” means Xxxxxxx Abierto Electrónico.

“Maturity Date” means, when used with respect to any Note, the date on which the principal of such Note becomes due and payable as therein or herein provided, whether at Stated Maturity or by declaration of acceleration, call for redemption, exercise of the repurchase right or otherwise.

“Negotiable Obligations Law” means Argentine Law Nº 23,576 as amended and supplemented.

“Non-U.S. Person” means a person who is not a U.S. person, as defined in Regulation S.

“Note Custodian” means the custodian with respect to any Global Note appointed by DTC, or any Successor Person thereto, and shall initially be the Trustee.

“Notes” means, collectively, the Initial Notes and any Additional Notes issued under this Indenture.

“Officer” means, when used in connection with any action to be taken by the Bank or Subsidiary, the Chairman of the Board, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, or the functional equivalent thereof, the Director of Corporate Finance, the Chief Legal Officer, the Treasurer or any Assistant Treasurer and the Secretary or any Assistant Secretary (or, in each case, the officers of the Bank or Subsidiary with equivalent positions).

“Officers’ Certificate” means, when used in connection with any action to be taken by the Bank or Subsidiary, a certificate signed by two Officers of the Bank or such Subsidiary, and delivered to the Trustee.

“Offering Memorandum” means the Bank’s offering memorandum dated April 28, 2011 used in connection with the Original Offering of Notes.

“Opinion of Counsel” means a written opinion of counsel, who may be an employee of or counsel for the Bank (except as otherwise provided in this Indenture), obtained at the expense of the Bank or a Surviving Entity, and delivered to the Trustee.

“Original Offering of Notes” means the original private offering of the Initial Notes outside of Argentina and the public offering of the Notes in Argentina, which were issued on the Issue Date.

“Outstanding” means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture, except:

(1) Notes theretofore canceled by the Trustee or delivered to the Trustee for cancellation;

(2) Notes, or portions thereof, for the payment or redemption of, which money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Bank or an Affiliate of the Bank) in trust or set aside and segregated in trust by the Bank or an Affiliate of the Bank (if the Bank or such Affiliate of the Bank is acting as Paying Agent) for the Holders of such Notes; provided that, if Notes (or portions thereof) are to be redeemed or purchased, notice of such redemption or purchase has been duly given pursuant to this Indenture or provision therefor reasonably satisfactory to the Trustee has been made;

(3) Notes which have been surrendered pursuant to Section 2.10 or in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, other than any such Notes in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Notes are held by a protected purchaser in whose hands such Notes are valid obligations of the Bank; and

(4) solely to the extent provided in ARTICLE VIII, Notes which are subject to Legal Defeasance or Covenant Defeasance as provided in ARTICLE VIII;

provided, however, that in determining whether the Holders of the requisite aggregate principal amount of the Outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Bank or any other obligor under the Notes or any Affiliate of the Bank or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which a Trust Officer of the Trustee actually knows to be so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Bank or any other obligor upon the Notes or any Affiliate of the Bank or of such other obligor.

“Paying Agent” means the Luxembourg Paying Agent, the Principal Paying Agent, the Argentine Paying Agent and any other paying agent appointed by the Bank to act in such capacity in accordance with the terms hereof, including the Trustee and their successors.

“Permitted Lien” means:

(1) any Lien existing on the Issue Date;

(2) any landlord’s, workmen’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business (excluding, for the avoidance of doubt, Liens in connection with any Indebtedness) that are not overdue for a period of more than 30 days, that are being contested in good faith by appropriate proceedings and that do not materially adversely affect the use of the property to which they relate;

(3) any Lien on any asset securing Indebtedness incurred or assumed solely for the purpose of financing all or any part of the cost of acquiring such asset, which Lien attached to such asset concurrently with or within 90 days after the acquisition thereof;

(4) any Lien required to be created in connection with:

(a) special lines of credit or advances granted to the Bank by or through local or foreign governmental entities (including, without limitation, the Central Bank, Banco de Inversión y Comercio Exterior S.A. (“XXXX”), Fondo Fiduciario para la Reconstrucción de Empresas (“FFR”), Seguro de Depósitos S.A. (“SEDESA”) and banks and export credit agencies) or international multilateral lending organizations (including, without limitation, the International Bank for Reconstruction and Development and the Inter-American Development Bank), directly or indirectly, in order to promote or develop the Argentine economy (the “líneas especiales de crédito”); or

(b) rediscount loans (redescuentos) or advances granted by the Central Bank and by other Argentine government entities (including, without limitation, XXXX, FFR and SEDESA) in response to circumstances of short-term, extraordinary illiquidity (the “redescuentos” or “adelantos”), each obtained in accordance with the applicable rules and regulations of the Central Bank or such other applicable rules and regulations governing líneas especiales de crédito or redescuentos or adelantos;

(5) any Lien on any property existing thereon at the time of acquisition of such property and not created in connection with such acquisition;

(6) any Lien securing an extension, renewal or refunding of Indebtedness secured by any Lien referred to in (1), (3), (4) or (5) above, provided that such new Lien is limited to the property which was subject to the prior Lien immediately before such extension, renewal or refunding and provided that the principal amount of Indebtedness secured by the prior Lien immediately before such extension, renewal or refunding is not increased;

(7) (a) any inchoate Lien for taxes, assessments or governmental charges or levies not yet due (including any relevant extensions) or

(b) any Lien in the form of a tax or other statutory Lien or any other Lien arising by operation of law, provided further that any such Lien will be discharged within 30 days after the date it is created or arises (unless contested in good faith and for which adequate reserves have been established, in which case it will be discharged within 30 days after final adjudication);

(8) any other Lien on the Bank’s assets or those of any of the Bank’s Significant Subsidiaries, provided that on the date of the creation or assumption of such Lien, the Indebtedness secured by such Lien, together with all of the Bank’s and the Bank’s Subsidiaries’ indebtedness secured by any Lien under this clause, will have an aggregate amount outstanding of no greater than 10% of our total consolidated assets as set forth in the Bank’s most recent consolidated financial statements;

(9) any Lien deemed to exist in connection with Investments in repurchase agreements permitted under this Indenture; provided that any such Lien does not extend to any assets other than those that are the subject of the repurchase agreement; or

(10) Liens arising under any Permitted Receivables Financing.

“Permitted Receivables Financing” means any receivables financing facility or arrangement pursuant to which a Securitization Vehicle purchases or otherwise acquires Accounts Receivable of the Bank or any Subsidiaries and enters into a third party financing thereof.

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

“Pesos” / “Ps.” means Argentine Pesos.

“Post-Petition Interest” means all interest accrued or accruing after the commencement of any insolvency or liquidation proceeding (and interest that would accrue but for the commencement of any insolvency or liquidation proceeding) in accordance with and at the contract rate (including, without limitation, any rate applicable upon default) specified in the agreement or instrument creating, evidencing or governing any Indebtedness, whether or not, pursuant to applicable law or otherwise, the claim for such interest is allowed as a claim in such insolvency or liquidation proceeding.

“Preferred Stock,” as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) that is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

“Principal Paying Agent” means the party named as such in the recitals to this Indenture until a successor replaces it in accordance with the terms of this Indenture and, thereafter, means the successor.

“Principal Payment Date” has the meaning assigned to it in the Form of Face of Note contained in Exhibit A.

“Principal Transfer Agent” means the party named as such in the recitals to this Indenture until a successor replaces it in accordance with the terms of this Indenture and, thereafter, means the successor.

“Private Placement Legend” has the meaning assigned to it in Section 2.8(b).

“Program” has the meaning assigned to it in the recitals to this Indenture.

“QIB” means any “qualified institutional buyer” (as defined in Rule 144A).

“Record Date” has the meaning assigned to it in the Form of Face of Note contained in Exhibit A.

“Redemption Date” means, with respect to any redemption of Notes, the date fixed for such redemption pursuant to this Indenture and the Notes.

“Register” has the meaning assigned to it in Section 2.3(a).

“Registrar” means the Co-Registrar, the Argentine Registrar and any other registrar appointed by the Bank to act in such capacity in accordance with the terms hereof and their successors.

“Regulation S” means Regulation S under the Securities Act or any successor regulation.
“Regulation S Global Note” has the meaning assigned to it in Section 2.1(f).

“Related Business” means any business conducted by the Bank as of the Issue Date and any business of any other Person that is related, ancillary or complementary thereto.

“Relevant Date” has the meaning assigned to it in Section 3.13.

“Resale Restriction Termination Date” means, for any Restricted Note (or beneficial interest therein), one year (or such other period specified in Rule 144) from the Issue Date or, if any Additional Notes that are Restricted Notes have been issued before the Resale Restriction Termination Date for any Restricted Notes, from the latest such original issue date of such Additional Notes.

“Responsible Officer” means, (x) when used with respect to the Trustee, any officer assigned to the Corporate Trust Office of the Trustee to administer corporate trust matters generally and in this transaction in particular (as confirmed in writing to the Bank), and (y) when used with respect to the Bank, means any executive officer of the Bank or any member of the Board of Directors of the Bank (other than independent Directors).

“Restricted Note” means any Initial Note (or beneficial interest therein) or any Additional Note (or beneficial interest therein), until such time as:

(1) the Resale Restriction Termination Date therefor has passed;

(2) such Note is a Regulation S Global Note and the Distribution Compliance Period therefor has terminated; or

(3) the Private Placement Legend therefor has otherwise been removed pursuant to Section 2.9(d) or, in the case of a beneficial interest in a Global Note, such beneficial interest has been exchanged for an interest in a Global Note not bearing a Private Placement Legend.

“Rule 144” means Rule 144 under the Securities Act (or any successor rule).

“Rule 144A” means Rule 144A under the Securities Act (or any successor rule).

“Rule 144A Global Note” has the meaning assigned to it in Section 2.1(e).

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Securitization Vehicle” means a financial trust or other entity,

(1) that does not engage in, and whose charter prohibits it from engaging in, any activities other than Permitted Receivables Financings and any activity necessary, incidental or related thereto,

(2) no portion of the Indebtedness or any other obligation, contingent or otherwise, of which

(a) is Guaranteed by the Bank or any Subsidiary of the Bank,

(b) is recourse to or obligates the Bank or any Subsidiary of the Bank in any way, or

(c) subjects any property or asset of the Bank or any Subsidiary of the Bank, directly or indirectly, contingently or otherwise, to the satisfaction thereof (other than the Accounts Receivables being transferred to the Securitization Vehicle),

(3) with respect to which neither the Bank nor any Subsidiary of the Bank has any obligation to maintain or preserve its financial condition or cause it to achieve certain levels of operating results,

other than, in respect of clause (3), pursuant to customary representations, warranties, covenants and indemnities entered into in connection with a Permitted Receivables Financing.

“Significant Subsidiary” means, at any relevant time, any of the Bank’s subsidiaries which is a “significant subsidiary” of the Bank within the meaning of Rule 1-02 of Regulation S-X promulgated by the SEC.

“Special Record Date” has the meaning assigned to it in Section 2.13(a).

“Stated Maturity” means, with respect to any Indebtedness, the date specified in such Indebtedness as the fixed date on which the final payment of principal of such Indebtedness is due and payable, including, with respect to any principal amount which is then due and payable pursuant to any mandatory redemption provision, the date specified for the payment thereof (but excluding any provision providing for the repurchase of any such Indebtedness upon the happening of any contingency unless such contingency has occurred).

“Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity:

(1) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held; or

(2) that is, as of such date, otherwise controlled by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Successor Person” has the meaning set forth under Section 4.1.

“Supervisory Committee” means the comisión fiscalizadora of the Bank.

“Surviving Entity” means the Person (if other than the Bank) formed by a single transaction or series of related transactions, consolidations or mergers or into which the Bank is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Bank and of the Bank’s Subsidiaries substantially as an entirety.

“Taxes” has the meaning assigned to it in Section 3.13.

“Transfer Agent” means the Luxembourg Transfer Agent, the Principal Transfer Agent, the Argentine Transfer Agent and any other transfer agent appointed by the Bank to act in such capacity in accordance with the terms hereof, including the Trustee and their successors.

“Transparency Directive” has the meaning assigned to it in Section 3.12(a).

“Trust Officer” means, when used with respect to the Trustee, any officer within the corporate trust department (or any successor group of the Trustee) of the Trustee, having direct responsibility for the administration of this Indenture or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject.

“Trustee” means the party named as such in the recitals to this Indenture until a successor replaces it in accordance with the terms of this Indenture and, thereafter, means the successor.

“Trustee’s Representative in Argentina” means the party named as such in the recitals to this Indenture and in accordance with Section 7.11 hereof.

“U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States is pledged and that are not callable or redeemable at the issuer’s option.

“U.S. Dollars” or “U.S.$” means such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts.

Section 1.2 Rules of Construction. Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) all ratios, definitions and calculations contemplated in this Indenture with reference to (or derivative of) the financial statements of the Bank shall be interpreted and calculated in accordance with the accounting standards applicable to the Bank as of the date hereof; in the event that such accounting standards change or are otherwise modified following the date hereof for any reason, such ratios, definitions and calculations shall continue to be made in the manner originally contemplated (without giving effect to any such changes or modifications);

(3) “or” is not exclusive;

(4) “including” means including without limitation;

(5) words in the singular include the plural and words in the plural include the singular;

(6) references to the payment of principal of the Notes shall include applicable premium, if any;

(7) references to payments on the Notes shall include Additional Amounts payable on the Notes, if any;

(8) all references to Sections or Articles refer to Sections or Articles of this Indenture;

(9) references to any law are to be construed as including all statutory and regulatory provisions or rules consolidating, amending, replacing, supplementing or implementing such law; and

(10) the term “obligor,” when used with respect to the Notes, means the Bank and any other obligor as of the date of this Indenture.

Section 1.3 Agents.

(a) The Bank hereby appoints each of the Registrar, the Transfer Agent and the Paying Agent as its agent in relation to the Notes for the purposes specified in this Indenture and in the terms of the Notes applicable thereto and all matters incidental thereto. Each of the Agents shall have the rights, powers and authority granted to and conferred upon it herein and in the Notes, and such further powers and authority to act on behalf of the Bank as the Bank and such Agent may hereafter agree in writing. By execution of this Indenture, each of the Agents accepts its appointment as agent of the Bank in relation to the Notes and shall comply with the provisions of this Indenture and the Notes applicable thereto.

(b) The Bank may vary or terminate the appointment of any Agent at any time and from time to time upon giving at least 30 days’ written notice to such Agent and to the Trustee. Each Agent may at any time resign by giving no less than 30 days’ written notice to the Bank of such intention on its part, specifying the date on which its desired resignation shall become effective. In the event that the Bank fails to appoint a new Agent to succeed the resigning Agent within 30 days after receiving notice of such resignation, the resigning Agent shall have the power to appoint a successor Agent.

(c) No Agent makes any representation as to the validity or sufficiency of this Indenture, any offering materials or the Notes. No Agent shall be accountable for the use or application by the Bank of the Notes or the proceeds thereof.

(d) Each of the Agents shall be protected and shall incur no liability for or in respect of any action taken or damage suffered by it in reliance upon any Note, notice, direction, consent, certificate, affidavit, statement, or other document to the extent that such communication conforms to the provisions set forth herein, and is believed by it, in good faith, to be genuine and to have been passed or signed by the proper parties.

(e) Each of the Agents may become the owners of, or acquire any interest in, any Notes, with the same rights that they would have if it were not acting in such capacity, and may engage or be interested in any financial or other transaction with the Bank.

(f) The Bank agrees to indemnify and defend each of the Agents and each of their respective officers, directors, employees and agents for, and to hold each of them harmless against any damage, loss, liability, cost, claim, action, demand or expense (including reasonable fees and expenses of legal counsel) arising out of or in connection with each of their respective appointments, or the exercise of each of their respective powers and rights and the performance of each of their respective duties hereunder, or the performance of any other duties pursuant to the terms and conditions hereof, except such as may result from each of their negligence, bad faith or willful misconduct or that of each of their respective officers or employees. Notwithstanding anything contained in this Indenture to the contrary, the indemnity set forth in this paragraph shall survive the payment of the Notes, the resignation or removal of any Agent and/or the termination of this Indenture.

(g) Except as otherwise provided herein, none of the Agents shall be liable for any action taken or omitted by it in good faith, in the absence of negligence or willful misconduct.

(h) Each Agent may execute any of its powers or perform any of its duties hereunder either directly or by or through agents or attorneys not regularly in its employ, and such Agent shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder. The Bank covenants and agrees to pay to each Agent all such compensation agreed to in writing by the Bank and each Agent and to reimburse each of the Agents for the reasonable and documented out of pocket expenses (including the reasonable fees and expenses of its counsel) incurred by it in connection with the services rendered by it hereunder, including, without limitation, any payments made in connection with taxes or other charges relating to such services. The Bank shall reimburse the relevant Agent for such expenses within 30 days from receiving a written request therefor together with the appropriate documentation for such expenses.

(i) None of the provisions contained in this Indenture shall require any of the Agents to expend, advance or risk its own funds or otherwise incur any personal financial liability in the performance of any of their duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(j) The duties and obligations of each Agent with respect to the Notes and this Indenture shall be determined solely by the express provisions of this Indenture, and each Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against each such Agent. The duties and obligations of each Agent are several and not joint.

ARTICLE II

THE NOTES

Section 2.1 Form and Dating.

(a) The Initial Notes are being originally issued by the Bank on the Issue Date. The Notes shall be issued in fully registered certificated global form without coupon, and in minimum denominations of U.S.$150,000 and integral multiples of U.S.$1,000 in excess thereof. The Notes and the certificate of authentication shall be substantially in the form of Exhibit A.

(b) The terms and provisions of the Notes, the form of which is in Exhibit A, shall constitute, and are hereby expressly made, a part of this Indenture, and, to the extent applicable, the Bank and the Trustee, by their execution and delivery of this Indenture expressly agree to such terms and provisions and to be bound thereby. In the event of any discrepancies between the provisions or definitions of this Indenture and the ones in any Note, the provisions and definitions of this Indenture will control. Except as otherwise expressly permitted in this Indenture, all Notes shall be identical in all respects. Notwithstanding any differences among them, all Notes issued under this Indenture shall vote and consent together on all matters as one class.

(d) The Notes may have notations, legends or endorsements as specified in Section 2.8 or as otherwise required by law, stock exchange rule or DTC rule or usage. The Bank shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its authentication.

(e) Notes originally offered and sold to QIBs in reliance on Rule 144A shall be represented by a permanent global certificate without interest coupons (each, a “Rule 144A Global Note”).

(f) Notes originally offered and sold outside the United States of America in reliance on Regulation S shall be represented by a permanent global certificate without interest coupons (each, a “Regulation S Global Note”).

Section 2.2 Execution and Authentication.

(a) A member of the Board of Directors and a member of the Supervisory Committee shall sign the Notes for the Bank by manual or facsimile signature. If a member of the Board of Directors and/or a member of the Supervisory Committee whose signature is on a Note no longer holds that position at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.

(b) A Note shall not be valid until an authorized signatory of the Trustee manually authenticates the Note. The signature of the Trustee on the certificate of authentication on a Note shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture.

(c) At any time and from time to time after the execution and delivery of this Indenture, the Bank may deliver one or more Notes executed by the Bank to the Trustee for authentication together with the applicable documents referred to below in this Section 2.2, and the Trustee shall thereafter authenticate and deliver such Notes to or upon the order of the Bank (contained in the Bank Order referred to below) or pursuant to such procedures as may be specified from time to time by a Bank Order. Such Bank Order may be transmitted via facsimile (with the original to be delivered by mail) and may provide written instructions or provide for further instructions from the Bank as to the form and terms of such Notes. In authenticating such Notes and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall be entitled to receive and shall be fully protected in relying upon:

(i) a company order requesting such authentication setting forth instructions as to delivery (if the Notes are not to be delivered to the Bank) and completion of any terms not set forth in such Notes as executed by the Bank or setting forth procedures as to such completion and delivery (the “Bank Order”);

(ii) any resolutions of the Board of Directors and an Officers’ Certificate;

(iii) to the extent the form and terms of such Notes are determined pursuant to (and are not set forth in) resolutions of the Board of Directors, an Officers’ Certificate, prepared in accordance with Section 10.2, either setting forth the form and terms of the Notes; and

(iv) an Opinion of Counsel, prepared in accordance with Section 10.2, from Argentine counsel and New York counsel which shall state (a) that the form and terms of such Notes have been or will, when established in compliance with procedures therein described, be duly authorized and established in conformity with the provisions of this Indenture; and (b) that such Notes, when authenticated and delivered by the Trustee and issued by the Bank in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Bank, enforceable against the Bank in accordance with and subject to such matters as counsel may therein specify.

(d) The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section 2.2 if the Trustee, (x) being advised by counsel, and after having consulted with counsel to the Bank, determines that such action may not lawfully be taken, (y) acting in good faith through its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such action would expose the Trustee to personal liability or (z) determines that such action will affect its rights, duties, obligations or immunities hereunder in a manner not reasonably acceptable to it.

(e) The Trustee may appoint an agent (the “Authenticating Agent”) reasonably acceptable to the Bank to authenticate the Notes. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by the Authenticating Agent.

Section 2.3 Registrar, Transfer Agent and Paying Agent.

(a) The Bank shall maintain an office or agency in the Borough of Manhattan, City of New York, in the City of Buenos Aires, Argentina and, as long as the Notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF Market, in Luxembourg (which office or agency may be the Corporate Trust Office of the Trustee or an Affiliate of the Trustee), where Notes may be presented or surrendered for registration of transfer or for exchange and where Notes may be presented for payment. The Argentine Paying Agent, Argentine Registrar and Argentine Transfer Agent shall act only to the extent that an Argentine Holder presents it with a Certificated Note for payment, registration and/or transfer, respectively, in Argentina; it being understood that if an Argentine Holder presents the Argentine Paying Agent with a Certificated Note for payment in Argentina, the Argentine Paying Agent shall provide immediate notice to the Paying Agent, and shall pay principal or interest on the Notes only upon acknowledgment by the Paying Agent that the Paying Agent is unable to make payment by law or by reason of any order, ruling or regulation issued by any court or Government Agency and only if the Argentine Paying Agent has received the Bank’s deposit pursuant to Section 3.1(a). The Co-Registrar will keep a register (the “Register”) at its office for the registration of ownership, exchange and transfer of the Notes. In the case of the replacement of the Notes, the Register will include notations of the Note so replaced, and the date of the Note issued in replacement thereof. In the case of the cancellation of the Notes, the Register will include notations of the Note so cancelled and the date on which such Note was cancelled. The Argentine Registrar shall maintain a record of copies of all registrations of ownership, exchange and transfer of Notes at its office in the City of Buenos Aires, Argentina. The Co-Registrar shall give a copy of the Register and immediate notice to the Argentine Registrar of any registration of ownership, exchange or transfer of the Notes in the Register. In

the event that an Argentine Holder presents a Certificated Note for registration, exchange or transfer in Argentina, the Argentine Registrar shall give a copy of the initial Register and immediate notice to the Co-Registrar of any registration of ownership, exchange or transfer of the Notes. The Register will show the amount of the Notes, the date of issue, all subsequent transfers and changes of ownership in respect thereof and the names, tax identification numbers (if relevant to a specific Holder) and addresses of the Holders of the Notes and any payment instructions with respect thereto (if different from a Holder’s registered address). The Co-Registrar and the Argentine Registrar shall at all reasonable times during office hours make the Register (or copies of the Register, in the case of the Argentine Registrar) available to the Bank or any Person authorized by the Bank in writing for inspection and for the taking of copies thereof or extracts therefrom, and at the expense and written direction of the Bank, the Co-Registrar and the Argentine Registrar shall deliver to such Persons all lists of Holders of Notes, their addresses and amounts of such holdings as the Bank may request. The Bank may appoint one or more co-registrars and one or more additional paying agents. The Bank may change any Paying Agent or Registrar without notice to any Holder. The Bank will notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Bank fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Bank or any of its Subsidiaries may act as Paying Agent or Registrar.

(b) The Bank shall enter into an appropriate agency agreement with any Registrar, Paying Agent or Transfer Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Bank shall notify the Trustee of the name and address of each such agent. If the Bank fails to maintain a Registrar, Paying Agent or Transfer Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.7. The Bank may act as Paying Agent, Registrar, or Transfer Agent.

(c) The Bank initially appoints The Bank of New York Mellon as Co-Registrar, Paying Agent and Transfer Agent (and The Bank of New York Mellon hereby accepts such appointment), until such time as another Person is appointed as such, Banco de Valores S.A. as Argentine Registrar, Argentine Paying Agent, Transfer Agent and Representative of the Trustee in Argentina (and Banco de Valores S.A. hereby accepts such appointment) under the conditions set forth in this Indenture, until such time as another Person is appointed as such, and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent (and The Bank of New York Mellon (Luxembourg) S.A., hereby accepts such appointment), until such time as another Person is appointed as such.]

(d) The Bank may change the Registrar, Paying Agent and Transfer Agent without notice to Holders.

Section 2.4 Paying Agent to Hold Money in Trust. The Bank shall require each Paying Agent (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust separate and apart from, and not commingle with any other properties, for the benefit of Holders or the Trustee all money held by such Paying Agent for the payment of principal of or interest on the Notes (whether such money has been distributed to it by the Bank or any other obligor of the Notes) in accordance with the terms of this Indenture and shall notify the Trustee in writing of any Default by the Bank (or any other obligor on the Notes) in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. If the Bank or an Affiliate of the Bank acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Bank at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds disbursed by such Paying Agent. Upon complying with this Section 2.4, the Paying Agent (if other than the Bank) shall have no further liability for the money delivered to the Trustee. Upon any proceeding under any Bankruptcy Law with respect to the Bank, any Affiliate of the Bank, if the Bank or such Affiliate is then acting as Paying Agent, the Trustee shall replace the Bank or such Affiliate as Paying Agent.

The receipt by the Paying Agent or the Trustee from the Bank of each payment of principal, interest and/or other amounts due in respect of the Notes in the manner specified herein and on the date on which such amount of principal, interest and/or other amounts are then due, shall satisfy the obligations of the Bank herein and under the Notes to make such payment to the Holders on the due date thereof; provided, however, that the liability of any Paying Agent hereunder shall not exceed any amounts paid to it by the Bank, or held by it, on behalf of the Holders under this Indenture. Notwithstanding the preceding sentence or any other provision of this Indenture to the contrary, the Bank (without prejudice to its rights against the Trustee or any Paying Agent) shall indemnify the Holders in the event that there is subsequent failure by the Trustee or any Paying Agent to pay any amount due in respect of the Notes in accordance with the Notes and this Indenture as shall result in the receipt by the Holders of such amounts as would have been received by them had no such failure occurred. Upon the Bank’s repayment in full of the Notes, and so long as the Paying Agent no longer holds any money payable to the Holders or the Trustee, as the case may be, in connection with this Indenture or the Notes, as applicable, the Paying Agent shall be relieved of any of its obligations under this Indenture and the Notes and any actions other than the exercise of rights, required to be taken by the Paying Agent, shall be taken by the Bank or its Subsidiaries.

Section 2.5 CUSIP and ISIN Numbers. In issuing the Notes, the Bank may use CUSIP and ISIN numbers (if then generally in use) and, if so, the Trustee shall use CUSIP and ISIN numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Bank shall promptly notify the Trustee in writing of any initial CUSIP and/or ISIN numbers and any change in the CUSIP or ISIN numbers.

Section 2.6 Holder Lists. The Registrar shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Bank shall furnish to the Trustee, in writing at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may reasonably request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders.

Section 2.7 Global Note Provisions.

(a) Each Global Note initially shall: (i) be registered in the name of DTC or the nominee of DTC; (ii) be delivered to the Note Custodian; and (iii) bear the appropriate legend, as set forth in Section 2.8 and Exhibit A. Any Global Note may be represented by more than one certificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Note Custodian, as provided in this Indenture.

(b) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note Custodian under such Global Note, and DTC may be treated by the Bank, the Trustee, the Paying Agent and the Registrar and any of their agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Bank, the Trustee, the Paying Agent or the Registrar or any of their agents from giving effect to any written certification, proxy or other authorization furnished by DTC. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes.

(c) Except as provided below, owners of beneficial interests in Global Notes shall not be entitled to receive Certificated Notes. Global Notes shall be exchangeable for Certificated Notes only in the following limited circumstances:

(i) DTC notifies the Bank that it is unwilling or unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Bank within 90 days of such notice;

(ii) the Bank executes and delivers to the Trustee and Registrar an Officers’ Certificate stating that such Global Note shall be so exchangeable; or

(iii) an Event of Default has occurred and is continuing with respect to the Notes.

In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this Section 2.7(c), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Bank shall execute, and upon Bank Order the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations.

Section 2.8 Legends.

(a) Each Global Note shall bear the legend specified therefor in Exhibit A on the face thereof.

(b) Each Restricted Note shall bear the private placement legend specified therefor in Exhibit A on the face thereof (the “Private Placement Legend”).

Section 2.9 Transfer and Exchange. The following provisions shall apply with respect to any proposed transfer of an interest in a Rule 144A Global Note that is a Restricted Note:

(a) If (1) the owner of a beneficial interest in a Rule 144A Global Note wishes to transfer such interest (or portion thereof) to a Non-U.S. Person pursuant to Regulation S and (2) such Non-U.S. Person wishes to hold its interest in the Notes through a beneficial interest in the Regulation S Global Note, subject to the rules and procedures of DTC, upon receipt by the Note Custodian and Registrar of:

(i) instructions from the Holder of the Rule 144A Global Note directing the Note Custodian and Registrar to credit or cause to be credited a beneficial interest in the Regulation S Global Note equal to the principal amount of the beneficial interest in the Rule 144A Global Note to be transferred; and

(ii) a certificate in the form of Exhibit C from the transferor,

the Note Custodian and Registrar shall increase the Regulation S Global Note and decrease the Rule 144A Global Note by such amount in accordance with the foregoing.

(b) If the owner of a beneficial interest in a Regulation S Global Note wishes to transfer such interest (or any portion thereof) to a QIB pursuant to Rule 144A prior to the expiration of the Distribution Compliance Period therefor, subject to the rules and procedures of DTC, upon receipt by the Note Custodian and Registrar of:

(i) instructions from the Holder of the Regulation S Global Note directing the Note Custodian and Registrar to credit or cause to be credited a beneficial interest in the Rule 144A Global Note equal to the principal amount of the beneficial interest in the Regulation S Global Note to be transferred; and

(ii) a certificate in the form of Exhibit B duly executed by the transferor,

the Note Custodian and Registrar shall increase the Rule 144A Global Note and decrease the Regulation S Global Note by such amount in accordance with the foregoing.

(c) Other Transfers. Any transfer of Restricted Notes not described in this Section 2.9 (other than a transfer of a beneficial interest in a Global Note that does not involve an exchange of such interest for a Certificated Note or a beneficial interest in another Global Note, which must be effected in accordance with applicable law and the rules and procedures of DTC, but is not subject to any procedure required by this Indenture) shall be made only upon receipt by the Bank, the Trustee and the Registrar of such Opinions of Counsel, certificates and/or other information reasonably required by and satisfactory to it in order to ensure compliance with the Securities Act or in accordance with Section 2.9(d).

(d) Use and Removal of Private Placement Legends. Upon the registration of transfer, exchange or replacement of Notes (or beneficial interests in a Global Note) not bearing (or not required to bear upon such registration of transfer, exchange or replacement) a Private Placement Legend, the Note Custodian and Registrar shall exchange such Notes (or beneficial interests) for beneficial interests in a Global Note (or Certificated Notes if they have been issued pursuant to Section 2.7(c)) that does not bear a Private Placement Legend. Upon the transfer, exchange or replacement of Notes (or beneficial interests in a Global Note) bearing a Private Placement Legend, the Note Custodian and Registrar shall deliver only Notes (or beneficial interests in a Global Note) that bear a Private Placement Legend unless:

(i) such Notes (or beneficial interests) are transferred pursuant to Rule 144 upon delivery to the Registrar of a certificate of the transferor in the form of Exhibit D and an Opinion of Counsel reasonably satisfactory to the Registrar;

(ii) such Notes (or beneficial interests) are transferred, replaced or exchanged after the Resale Restriction Termination Date therefor;

(iii) a transfer of such Notes is made pursuant to an effective registration statement, in which case the Private Placement Legend shall be removed from such Note so transferred at the request of the Holder; or

(iv) in connection with such registration of transfer, exchange or replacement the Registrar shall have received an Opinion of Counsel addressed to it, the Trustee and the Bank and other evidence reasonably satisfactory to it to the effect that neither such Private Placement Legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act.

The Private Placement Legend on any Note shall be removed at the request of the Holder on or after the Resale Restriction Termination Date therefor. The Holder of a Global Note may exchange an interest therein for an equivalent interest in a Global Note not bearing a Private Placement Legend (other than a Regulation S Global Note) upon transfer of such interest pursuant to any of clauses (i) through (iv) of this Section 2.9(d).

(e) Consolidation of Global Notes. Nothing in this Indenture shall provide for the consolidation of any Notes with any other Notes unless they constitute, as determined pursuant to an Opinion of Counsel, the same classes of securities for U.S. federal income tax purposes.

(f) Retention of Documents. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this ARTICLE II. The Bank shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

(g) Execution, Authentication of Notes, etc.

(i) Subject to the other provisions of this Section 2.9 when Notes are presented to the Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided that any Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Bank and to the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing.

(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Bank, the Registrar, or the Trustee may require payment of a sum sufficient to cover any transfer tax, assessment, or similar governmental charge payable in connection therewith.

(iii) The Registrar shall not be required to register the transfer of or exchange of any Note for a period beginning: (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing; or (2) 15 days before an Interest Payment Date and ending on such Interest Payment Date.

(iv) Prior to the due presentation for registration of transfer of any Note, the Bank, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Bank, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.

(v) All Notes issued upon any registration of transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange.

(vi) The Registrar shall be entitled to request such evidence reasonably satisfactory to it documenting the identity and/or signatures of the transferor and the transferee.

(h) No Obligation of the Trustee.

(i) The Trustee shall have no responsibility or obligation to any beneficial owner of an interest in a Global Note, a member of, or a participant in, DTC or other Person with respect to the accuracy of the records of DTC or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than DTC) of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be DTC or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through DTC subject to the applicable rules and procedures of DTC. The Trustee may conclusively rely and shall be fully protected in conclusively relying upon information furnished by DTC with respect to its members, participants and any beneficial owners.

(ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer or exchange imposed under this Indenture or under applicable law with respect to any transfer or exchange of any interest in any Note (including any transfers between or among DTC participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the express terms of this Indenture, to examine the same to determine if it substantially complies on its face as to form with the express requirements hereof, and to notify the party delivering the same if the certificate does not so comply.

Section 2.10 Mutilated, Destroyed, Lost or Stolen Notes.

(a) If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken and if the requirements of Section 8-405 of the Uniform Commercial Code of the State of New York are met, the Bank shall execute and upon Bank Order the Trustee shall authenticate a replacement Note if the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Bank, such Holder shall furnish an affidavit of loss and indemnity bond sufficient in the judgment of the Bank and the Trustee to protect the Bank, the Trustee, the Paying Agent, the Registrar and any Co-Registrar from any loss that any of them may suffer if a Note is replaced, and, in the absence of notice to the Bank or a Trust Officer of the Trustee that such Note has been acquired by a protected purchaser (as defined in Section 8-303 of the Uniform Commercial Code of the State of New York), the Bank shall execute and upon Bank Order the Trustee shall authenticate and make available for delivery, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously Outstanding.

(b) Upon the issuance of any new Note under this Section 2.10, the Bank, the Trustee and the Registrar may require from such Holder the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Bank’s counsel, the Trustee and its counsel) in connection therewith.

(c) In case any mutilated, destroyed or wrongfully taken Note has become or is about to become due and payable, the Bank may, in its discretion, pay such Notes instead of issuing a new Note in replacement thereof.

(d) Every new Note issued pursuant to this Section 2.10 in exchange for any mutilated Note, or in lieu of any destroyed, lost or stolen Note, shall constitute an original additional contractual obligation of the Bank and any other obligor upon the Notes, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

(e) The provisions of this Section 2.10 shall be exclusive and shall be in lieu of, to the fullest extent permitted by applicable law, all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Section 2.11 Temporary Notes. Until definitive Notes are ready for delivery, the Bank may execute and upon Bank Order the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of definitive Notes but may have variations that the Bank considers appropriate for temporary Notes. Without unreasonable delay, the Bank shall prepare and execute and upon Bank Order the Trustee shall authenticate definitive Notes. After the preparation of definitive Notes, the temporary Notes shall be exchangeable for definitive Notes upon surrender of the temporary Notes at any office or agency maintained by the Bank for that purpose and such exchange shall be without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes, the Bank shall execute and upon Bank Order the Trustee shall authenticate and make available for delivery in exchange therefor one or more definitive Notes representing an equal principal amount of Notes. Until so exchanged, the Holder of temporary Notes shall in all respects be entitled to the same benefits under this Indenture as a Holder of definitive Notes.

Section 2.12 Cancellation. The Bank at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel and dispose of cancelled Notes in accordance with its customary procedures or return to the Bank all Notes surrendered for registration of transfer, exchange, payment or cancellation. Subject to Section 2.10, the Bank may not issue new Notes to replace Notes it has paid or delivered to the Trustee for cancellation for any reason other than in connection with a transfer or exchange upon Bank Order.

Section 2.13 Defaulted Interest. When any installment of interest becomes Defaulted Interest, such installment shall forthwith cease to be payable to the Holders in whose names the Notes were registered on the Record Date applicable to such installment of interest. Defaulted Interest (including any interest on such Defaulted Interest) may be paid by the Bank, at its election, as provided in Section 2.13(a) or Section 2.13(b).

(a) The Bank may elect to make payment of any Defaulted Interest (including any interest on such Defaulted Interest) to the Holders in whose names the Notes are registered at the close of business on a special record date for the payment of such Defaulted Interest (a “Special Record Date”), which shall be fixed in the following manner. The Bank shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid and the date of the proposed payment, and at the same time the Bank shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Holders entitled to such Defaulted Interest as provided in this Section 2.13(a). Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted

Interest, which shall be not more than 15 calendar days and not less than ten calendar days prior to the date of the proposed payment and not less than ten calendar days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Bank of such Special Record Date and, in the name and at the expense of the Bank, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be sent, first-class mail, postage prepaid, to each Holder at such Holder’s address as it appears in the registration books of the Registrar, not less than ten calendar days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Holders in whose names the Notes are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to Section 2.13(b).

(b) Alternatively, the Bank may make payment of any Defaulted Interest (including any interest on such Defaulted Interest) in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Bank to the Trustee of the proposed payment pursuant to this Section 2.13(b) such manner of payment shall be deemed practicable by the Trustee.

Section 2.14 Additional Notes. The Bank may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture Additional Notes having terms and conditions set forth in Exhibit A identical to those of the Initial Notes, except that Additional Notes:

(a) may have a different issue price, issue date and, if applicable, date from which the interest shall accrue from the Initial Notes;

(b) may have a different amount of interest payable on the first Interest Payment Date after issuance than is payable on the Initial Notes; and

(c) may have terms specified in the Additional Note Board Resolution or Additional Note Supplemental Indenture for such Additional Notes making appropriate adjustments to this ARTICLE II and Exhibit A (and related definitions) applicable to such Additional Notes in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws).

ARTICLE III

COVENANTS

Section 3.1 Payment of Notes.

(a) The Bank shall pay the principal of and interest (including Defaulted Interest) on the Notes in U.S. Dollars on the dates and in the manner provided in the Notes and in this Indenture. Prior to 11:00 a.m. (New York City time) on the Business Day prior to each Interest Payment Date, the Maturity Date or any other date on which principal on the Notes is due and payable in accordance with the terms thereof, the Bank shall deposit with the Paying Agent in immediately available funds U.S. Dollars sufficient to make cash payments due on such Interest Payment Date or Maturity Date or such other payment date, as the case may be. If the Bank or an Affiliate of the Bank is acting as Paying Agent, the Bank or such Affiliate shall, prior to 11:00 a.m. (New York City time) on each Interest Payment Date, the Maturity Date or such other payment date, segregate and hold in trust U.S. Dollars sufficient to make cash payments due on such Interest Payment Date or Maturity Date or such other payment date, as the case may be. Principal and interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent (other than the Bank or an Affiliate of the Bank) holds in accordance with this Indenture U.S. Dollars designated for and sufficient to pay all principal and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture. Notwithstanding the foregoing, the Bank may elect to make the payments of interest by check mailed to the registered Holders at their registered addresses.

(b) If a Holder of Notes in an aggregate principal amount of at least U.S.$1,000,000 has given wire transfer instructions to the Bank, the Bank shall make all principal and interest payments on those Notes in accordance with such instructions.

(c) Notwithstanding anything to the contrary contained in this Indenture, the Bank may, to the extent it is required to do so by law, deduct or withhold income or other similar taxes imposed by the United States of America from principal or interest payments hereunder.

Section 3.2 Maintenance of Office or Agency.

(a) The Bank shall maintain each office or agency required under Section 2.3 where Notes may be presented or surrendered for registration of transfer or for exchange and where notices and demands to or upon the Bank in respect of the Notes and this Indenture may be served. The Bank shall give prompt written notice to the Trustee of the location, and any change in the location, of any such office or agency.

(b) The Bank may also from time to time designate one or more other offices or agencies (in or outside of The City of New York) where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Bank of its obligation to maintain an office or agency in The City of New York, the City of Buenos Aires, (Argentina) or, so long as the Notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF Market, in Luxembourg, for such purposes. The Bank shall give prompt written notice to the Trustee of any such designation or rescission and any change in the location of any such other office or agency.

Section 3.3 Maintenance of Corporate Existence; Properties. Subject to ARTICLE IV, the Bank shall and shall cause each of its Subsidiaries to, (a) maintain in effect its corporate existence and all registrations necessary therefor, (b) take all reasonable actions to maintain all rights, privileges, titles to property or franchises necessary in the normal conduct of its business and (c) keep all its property used or useful in the conduct of its business in good working order and condition; provided that this covenant shall not require it to maintain any such right, privilege, title to property or franchises or maintain the working order of its property or to preserve the corporate existence of any Subsidiary, if its Board of Directors determines in good faith that the maintenance or preservation thereof is no longer necessary or desirable in the conduct of its business.

Section 3.4 Compliance with Law. The Bank shall, and shall cause each of its Subsidiaries to, comply with all applicable laws, rules, regulations, orders and resolutions of each Government Agency having jurisdiction over it or its business except where the failure to so comply would not have a material adverse effect on it and its Subsidiaries’ business, assets, operations or financial condition taken as a whole.

Section 3.5 Maintenance of Books and Records. The Bank shall maintain books, accounts and records in accordance with the Central Bank Rules and current legal requirements in Argentina.

Section 3.6 Negative Pledge. The Bank shall not, and shall not permit any of its Significant Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien, except a Permitted Lien, upon its present or future assets to secure any Indebtedness unless, at the same time or prior thereto, its obligations under the Notes and this Indenture, as the case may be, are secured equally and ratably therewith.

Section 3.7 Payment of Taxes. The Bank shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, all taxes, assessments and governmental charges (including stamp or other issuance or transfer taxes) or duties levied or imposed upon the Bank or any of its Subsidiaries or for which it or any of them are otherwise liable, or upon the income, profits or property of the Bank or any of its Subsidiaries, and the Bank shall reimburse the Trustee and Holders for any fines, penalties or other fees they are required to pay as a result of the failure by the Bank or any of its Subsidiaries to pay or discharge any of the abovementioned taxes, assessments and government charges; provided, however, that, other than with respect to any taxes or duties described herein that would become payable by the Trustee or the Holders in the event the Bank or any of its Subsidiaries fail to pay such taxes or duties, the Bank shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment or charge whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which appropriate reserves, if necessary (in the good faith judgment of management of the Bank), are being maintained in accordance with Argentine Banking GAAP or where the failure to effect such payment shall not have a material adverse effect upon the financial condition of the Bank, taken as a whole, or on the performance of the Bank’s obligations hereunder.

Section 3.8 Further Actions. The Bank shall use its reasonable best efforts to take any action, satisfy any condition or do any thing (including the obtaining or effecting of any necessary consent, approval, authorization, exemption, filing, license, order, recording or registration) at any time required in accordance with the applicable laws and regulations to be taken, fulfilled or done in order (a) to enable them lawfully to enter into, exercise their rights and perform and comply with their payment obligations under the Notes and this Indenture, as the case may be, (b) to ensure that those obligations are legally binding and enforceable, and (c) to make the Notes and this Indenture admissible in evidence in the courts of Argentina.

Section 3.9 Waiver of Stay, Extension or Usury Laws. The Bank covenants (to the fullest extent permitted by applicable law) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law that would prohibit or forgive the Bank from paying all or any portion of the principal of or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture. The Bank hereby expressly waives (to the fullest extent permitted by applicable law) all benefit or advantage of any such law, and covenants that it shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

Section 3.10 Conduct of Business. The Bank will not engage in any business other than a Related Business.

Section 3.11 Reports to Holders

(a) So long as any Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Bank shall, during any such period that the Bank is not subject to and in compliance with Section 13 or 15(d) of the Exchange Act, or becomes exempt from such reporting requirements pursuant to, and in compliance with, Rule 12g3-2(b) under the Exchange Act, furnish to the Holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(b) The Bank shall furnish or cause to be furnished to the Trustee in English (for distribution only to the Holders of Notes upon their request):

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

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

(iii) within 180 days after the end of each of the Bank’s fiscal years, a “management’s discussion and analysis” in respect of the financial statements of the Bank contemplated in clause (i) above, substantially in the form and substance to the effect generally required of foreign private issuers subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; provided, however, that the Bank shall not be required to provide such analysis so long as its parent company, Grupo Financiero Xxxxxxx X.X., continues to file annual reports with the SEC pursuant to Form 20-F or its equivalent.

Each such annual report will be accompanied by an Officers’ Certificate to the effect that (A) the financial statements contained in such report fairly present, in all material respects, the consolidated financial condition of the Bank and its Subsidiaries as of the date of such financial statements and the results of their operations for the period covered thereby; and (B) such financial statements have been prepared in accordance with Argentine Banking GAAP and/or IFRS, as applicable.

(c) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Bank’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Section 3.12 Listing and Trading.

(a) In the event that the Notes are listed on (i) the Luxembourg Stock Exchange for trading on the Euro MTF Market and (ii) the BASE and admitted to trading on the MAE, the Bank shall use its commercially reasonable efforts to maintain such listings and authorizations; provided that if, as a result of the European Union regulated market amended Directive 2001/34/EC (the “Transparency Directive”) or any legislation implementing the Transparency Directive or other directives or legislation, the Bank could be required to publish financial information either more regularly than it otherwise would be required to or according to accounting principles which are materially different from the accounting principles which the Bank would otherwise use to prepare its published financial information, the Bank, with the prior consent of the Holders, may delist the Notes from the Luxembourg Stock Exchange in accordance with the rules of such exchange and seek an alternative (to the extent commercially reasonable) admission to listing, trading and/or quotation for the Notes on a different section of the Luxembourg Stock Exchange or by such other listing authority, stock exchange and/or quotation system inside or outside the European Union as the Board of Directors of the Bank may decide.

(b) From and after the date the Notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF Market, and so long as it is required by the rules of such exchange, all notices to the Holders shall be published in English in accordance with Section 10.1(b).

Section 3.13 Additional Amounts. All payments by the Bank of principal and interest in respect of the Notes shall be made free and clear of, and without withholding or deduction for or on account, of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed (“Taxes”) by or within Argentina or by or within any political subdivision thereof or any authority therein or thereof having power to tax or by any jurisdiction from or through which payments are made on the Notes (a “Relevant Jurisdiction”), unless such withholding or deduction is required or compelled by law. In the event of any such withholding or deduction, the Bank shall pay to holders of the Notes in U.S. Dollars such additional amounts (“Additional Amounts”) as will result in the payment to such holder of the U.S. Dollar amount that would otherwise have been receivable by such holder in the absence of such withholding or deduction, except that no such Additional Amounts shall be payable:

(a) in respect of any Taxes that would not have been so withheld or deducted but for the existence of any present or former connection, including a permanent establishment, between the holder or beneficial owner of the Note or any payment in respect of such Note (or, if the holder or beneficial owner is an estate, nominee, trust, partnership or corporation, between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the holder or beneficial owner), other than the mere receipt of such payment or the mere acquisition, holding or ownership of such Note or beneficial interest or the enforcement of rights thereunder;

(b) in respect of any Taxes that would not have been so withheld or deducted if the Note had been presented for payment (where presentation is required) within 30 days after the Relevant Date (as defined below) except to the extent that the holder or beneficial owner thereof would have been entitled to such Additional Amounts if it had presented such Note for payment the last day of such 30-day period;

(c) in respect of any Taxes that would not have been so withheld or deducted but for the failure by the holder, the beneficial owner of the Note or the Trustee to (i) make a declaration of non-residence, or any other claim or filing for exemption or reduction, to which it is entitled or (ii) comply with any certification, identification, information, documentation or other reporting requirement concerning its nationality, residence, identity or any reasonable connection with a Relevant Jurisdiction, including without limitation, pursuant to any applicable law, statute, treaty or regulation of Argentina or written administrative instruction of the AFIP;

(d) if the Bank is required or compelled by law to make any withholding or deduction for or on account of, or is obligated to act as “substitute obligor” for, the personal assets tax under Argentine tax law (Section 26 Law 25,721, as amended);

(e) in respect of any estate, inheritance, gift, value added, sales, use, excise, transfer, personal property or similar taxes, duties, assessments or other governmental charges;

(f) in respect of any Taxes payable other than by withholding or deduction;

(g) in respect of any payment to a holder of a Note that is a trustee or other fiduciary, a partnership (including an entity treated as a partnership for tax purposes) or a limited liability company or any other Person other than the sole beneficial owner of such payment or Note, to the extent that a beneficiary or settlor with respect to such trustee or fiduciary, a partner or member of such partnership or limited liability company or the beneficial owner of such payment or Note would not have been entitled to the Additional Amounts had such beneficiary, settlor, partner member or beneficial owner been the actual holder of such Note;

(h) in respect of any withholding or deduction imposed on a payment to an individual that is required to be made pursuant to the European Council Directive 2003/48/EC on the taxation of savings income (the “Directive”) implementing the conclusions of the European Council of Economic and Finance Ministers (ECOFIN) meeting on November 26-27, 2000, or any law implementing or complying with, or introduced in order to conform to, such Directive;

(i) in respect of any taxes imposed in connection with a Note presented for payment by or on behalf of a holder thereof who would have been able to avoid such tax by presenting the relevant Note to another paying agent in a member state of the European Union if the holder of the Note is a resident of the European Union for tax purposes;

(j) in respect of any income taxes imposed in connection with Title VI of Law No. 20,628, excluding those entities subject to Law No. 21,526 governing financial institutions; or

(k) in respect of any combination of (a) through (j) above.

“Relevant Date” means, with respect to any payment due from the Bank, whichever is the later of (i) the date on which such payment first becomes due and (ii) if the full amount payable has not been received in New York City, New York by the Trustee on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the holders of the Notes in accordance with this Indenture.

All references to principal and interest in respect of the Notes shall be deemed also to refer to any Additional Amounts which may be payable as set forth in this Indenture or in the Notes.

At least ten Business Days prior to the first Interest Payment Date (and at least ten Business Days prior to each succeeding Interest Payment Date if there has been any change with respect to the matters set forth in the below-mentioned Officers’ Certificate), the Bank shall furnish to the Trustee and the Paying Agent an Officers’ Certificate instructing the Trustee and such Paying Agent whether payments of principal of or interest on the Notes due on such Interest Payment Date shall be without deduction or withholding for or on account of any local taxes. If any such deduction or withholding shall be required, prior to such Interest Payment Date, the Bank shall furnish the Trustee and such Paying Agent with an Officers’ Certificate which specifies the amount, if any, required to be withheld or deducted on such payment to holders of the Notes and certifies that the Bank shall pay such withholding or deduction to the appropriate taxing authority. Any Officers’ Certificate required by this Indenture to be provided to the Trustee and the Paying Agent for these purposes shall be deemed to be duly provided if faxed to the Trustee and the Paying Agent.

The Bank shall furnish to the Trustee the official receipts (or a certified copy of the official receipts), if issued, evidencing payment of Taxes. Copies of such receipts shall be made available to holders of the Notes upon request.

The Bank shall promptly pay when due any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery or registration of each Note or any other document or instrument referred to herein or therein, excluding any such taxes, charges or similar levies imposed by any jurisdiction outside of Argentina and except, in certain cases, for taxes, charges or similar levies resulting from certain registration of transfer or exchange of Notes.

Section 3.14 Use of Proceeds. The Bank shall use the proceeds of the sale of the Notes as set forth under the caption “Use of Proceeds” in the Offering Memorandum.

Section 3.15 Compliance Certificates.

(a) The Bank shall deliver to the Trustee within 120 days after the end of each fiscal year of the Bank beginning on December 31, 2010 an Officers’ Certificate signed by any two of its principal executive officer, its principal financial officer and its principal accounting officer stating that in the course of the performance by the signers of their duties as Officers of the Bank they would normally have knowledge of any Default or Event of Default and whether or not the signers know of any Default or Event of Default that occurred during such period. If they do, the certificate shall describe the Default or Event of Default, its status and what action the Bank is taking or proposes to take with respect thereto.

(b) The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Bank’s or any other Person’s compliance with the covenants described above or with respect to any reports or other documents filed under this Indenture; provided, however, that nothing herein shall relieve the Trustee of any obligations to monitor the Bank’s timely delivery of the reports and certificates described in Section 3.11.

ARTICLE IV

MERGERS, CONSOLIDATIONS, SALES, LEASES

Section 4.1 Mergers, Consolidations, Sales, Leases. The Bank shall not merge, consolidate or amalgamate with or into, or convey or transfer or lease all or substantially all of its properties and assets, whether in one transaction or a series of related transactions, to any Person unless

(a) immediately after giving effect to such transaction, no Event of Default will have occurred and be continuing;

(b) any Person formed by any such merger, consolidation or amalgamation, or the Person which acquires by conveyance or transfer, or which leases, such properties and assets (the “Successor Person”):

(i) is a corporation organized and validly existing under the laws of Argentina, the United States, any State thereof or the District of Columbia, or under the laws of any other country that is a member of the OECD; and

(ii) expressly assumes, by a supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of, and interest on (including Additional Amounts, if any, that may result due to withholding by any authority having the power to tax to which the Successor Person is or may be subject) all of the Notes and all of the Bank’s other obligations under the Notes and this Indenture;

(c) (c) either (i) the Bank or the Successor Person shall have delivered to the Trustee an opinion of counsel to the effect that the holders of the Notes will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such transaction and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such transaction had not occurred or (ii) the Successor Person agrees to indemnify each Holder against any tax, assessment or governmental charge thereafter imposed on such Holder by a Government Agency solely as a consequence of such consolidation, merger, amalgamation, conveyance, transfer or lease with respect to the payment of principal of, or interest on, the Notes; and

(d) the Successor Person (except in the case of leases), if any, succeeds to and becomes substituted for the Bank with the same effect as if it had been named in the Notes as the Bank.

ARTICLE V

REDEMPTION AND REPURCHASES OF NOTES

Section 5.1 Redemption. The Bank may or shall redeem the Notes, as a whole or from time to time in part, subject to the conditions and at the redemption prices specified in the form of Notes in Exhibit A.

Section 5.2 Election to Redeem. In the case of an optional redemption, the Bank shall evidence its election to redeem any Notes pursuant to Section 5.1 by a Board Resolution. The Bank shall deliver to the Trustee an Officers’ Certificate and a written opinion of recognized Argentine counsel, independent of the Bank, to the effect that all governmental approvals necessary for the Bank to effect such redemption have been or at the time of redemption will be obtained and be in full force and effect and that the Bank is entitled to effect such a redemption pursuant to this Indenture, and setting forth, in reasonable detail, the circumstances giving rise to such right of redemption.

Section 5.3 Notice of Redemption.

(a) The Bank shall give or cause the Trustee to give notice of redemption, in the manner provided for in Section 10.1, not less than 30 nor more than 90 days prior to the Redemption Date by first-class mail, postage prepaid, to each Holder of Notes to be redeemed at its registered address. If the Bank itself gives the notice, it shall also deliver a copy to the Trustee. Notice shall also be provided to the CNV.

(b) If either (i) the Bank is not redeeming all Outstanding Notes, or (ii) the Bank elects to have the Trustee give notice of redemption, then the Bank shall deliver to the Trustee, at least 45 days prior to the Redemption Date (unless the Trustee is satisfied with a shorter period), an Officers’ Certificate requesting that the Trustee request that DTC (in the case of Global Notes) or the Trustee (in the case of Certificated Notes) select the Notes to be redeemed pro rata and/or give notice of redemption and setting forth the information required by Section 5.3(c) (with the exception of the identification of the particular Notes, or portions of the particular Notes, to be redeemed in the case of a partial redemption). If the Bank elects to have the Trustee give notice of redemption, the Trustee shall give the notice in the name of the Bank and at the Bank’s expense.

(i) the Redemption Date;

(ii) the redemption price and the amount of any accrued interest payable as provided in Section 5.6;

(iii) whether or not the Bank is redeeming all Outstanding Notes;

(iv) if the Bank is not redeeming all Outstanding Notes, the aggregate principal amount of Notes that the Bank is redeeming and the aggregate principal amount of Notes that shall be Outstanding after the partial redemption, as well as the identification of the particular Notes, or portions of the particular Notes, that the Bank is redeeming;

(v) if the Bank is redeeming only part of a Note, the notice that relates to that Note shall state that on and after the Redemption Date, upon surrender of that Note, the Holder shall receive, without charge, a new Note or Notes of authorized denominations for the principal amount of the Note remaining unredeemed;

(vi) if the Bank is redeeming only part of a Note, the notice that relates to that Note shall state the portion of the principal amount thereof to be redeemed;

(vii) that on the Redemption Date the redemption price and any accrued interest payable to the Redemption Date as provided in Section 5.6 shall become due and payable in respect of each Note, or the portion of each Note, to be redeemed, and, unless the Bank defaults in making the redemption payment, that interest on each Note, or the portion of each Note, to be redeemed, shall cease to accrue on and after the Redemption Date;

(viii) the place or places where a Holder must surrender the Holder’s Notes for payment of the redemption price; and

(ix) the CUSIP or ISIN number, if any, listed in the notice or printed on the Notes, and that no representation is made as to the accuracy or correctness of such CUSIP or ISIN number.

(d) For as long as the Notes are listed on the Luxembourg Stock Exchange or any other stock exchange and the rules of the relevant stock exchange so require, the Bank shall cause notices of redemption to be published as provided under Section 10.1 of this Indenture and, once in each year in which there has been a partial redemption of the Notes, cause to be published in a leading newspaper of general circulation in Luxembourg, which is expected to be the Luxemburger Wort, or as specified by such other stock exchange, a notice specifying the aggregate principal amount of Notes Outstanding and a list of the Notes drawn for redemption but not surrendered.

Section 5.4 Selection of Notes to Be Redeemed in Part.

(a) If fewer than all of the Notes are being redeemed, the Notes to be redeemed shall be selected pro rata as near as possible by DTC in the case of Notes represented by a Global Note or by the Trustee pro rata as near as possible. The Trustee shall make the selection from the Outstanding Notes not previously called for redemption. The Trustee shall promptly notify the Bank in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount of the Notes to be redeemed. In the event of a partial redemption by lot, the Trustee shall select the particular Notes to be redeemed not less than 30 nor more than 90 days prior to the relevant Redemption Date from the Outstanding Notes not previously called for redemption. The Bank may redeem Notes in denominations of U.S.$150,000 only in whole. The Trustee may select for redemption portions (equal to U.S.$150,000 or any integral multiple of U.S.$1,000 in excess thereof).

(b) For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to redemption of Notes shall relate, in the case of any Note redeemed or to be redeemed only in part, to the portion of the principal amount of that Note which has been or is to be redeemed.

Section 5.5 Deposit of Redemption Price. Prior to 11:00 a.m. New York City time on the Business Day prior to the relevant Redemption Date, the Bank shall deposit with the Trustee or with a Paying Agent (or, if the Bank is acting as Paying Agent, segregate and hold in trust as provided in Section 2.4) an amount of money in immediately available funds sufficient to pay the redemption price of, and accrued interest on, all the Notes that the Bank is redeeming on that date.

Section 5.6 Notes Payable on Redemption Date. If the Bank, or the Trustee on behalf of the Bank, gives notice of redemption in accordance with this ARTICLE V, the Notes, or the portions of Notes, called for redemption, shall, on the Redemption Date, become due and payable at the redemption price specified in the notice (together with accrued interest, if any, to the Redemption Date), and from and after the Redemption Date (unless the Bank shall default in the payment of the redemption price and accrued interest) the Notes or the portions of Notes shall cease to bear interest. Upon surrender of any Note for redemption in accordance with the notice, the Bank shall pay the Notes at the redemption price, together with accrued interest, if any, to the Redemption Date. If the Bank shall fail to pay any Note called for redemption upon its surrender for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate borne by the Notes.

Section 5.7 Unredeemed Portions of Partially Redeemed Note. Upon surrender of a Note that is to be redeemed in part, the Bank shall execute, and the Trustee shall authenticate and make available for delivery to the Holder of the Note at the expense of the Bank, a new Note or Notes, of any authorized denomination as requested by the Holder, in an aggregate principal amount equal to, and in exchange for, the unredeemed portion of the principal of the Note surrendered; provided that each new Note shall be in a principal amount of U.S.$100,000 or integral multiples of U.S.$1,000 in excess thereof.

Section 5.8 Repurchases; Notes held by the Bank and/or Affiliates. The Bank may at any time, and from time to time, repurchase the Notes on the open market or in any other manner, at any price, and may resell or otherwise dispose of such Notes at any time. Any Notes so repurchased by the Bank may be cancelled and/or presented to the Trustee for cancellation, as applicable.

Section 5.9 Application of Redemption Payments. Redemptions of the Notes pursuant to this ARTICLE V shall be applied pro rata to the Outstanding Notes being redeemed.

ARTICLE VI

DEFAULTS AND REMEDIES

Section 6.1 Events of Default. Each of the following is an “Event of Default” with respect to the Notes:

(a) default for 30 days in payment of any interest or Additional Amounts on the Notes when the same becomes due and payable;

(b) default in payment of principal of or premium, if any, on the Notes when the same becomes due and payable, upon optional redemption, upon declaration of acceleration or otherwise; and if the Bank is unable to make any such payment of principal of or premium, if any, on the Notes as a result of a material disruption in payment services in the United States or Argentina or a banking moratorium in the United States or Argentina, such failure continues for a period of five days;

(d) failure by the Bank to perform or observe any covenant or obligation with respect to the Notes, and such failure continues for 45 days, or, with respect to the Bank’s obligation to provide the Trustee with copies of its quarterly and annual financial statements provided to the CNV, 15 days, after the Bank has received written notice specifying such default and demanding that it be remedied;

(e) failure by the Bank or any of its Subsidiaries to pay one or more final non-appealable judgments against any of them, aggregating U.S.$20,000,000 or more, which judgment(s) are not paid, discharged or stayed for a period of 60 days or more;

(f) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness by the Bank (or the payment of which is Guaranteed by the Bank) whether such Indebtedness or Guarantee now exists, or is created after the closing date, if that default:

(i) is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness within any applicable grace period (a “Payment Default”); or

(ii) results in the acceleration of such Indebtedness prior to its Stated Maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates U.S.$20,000,000 or more; and

(g) the occurrence of a Bankruptcy Law Event of Default;

(h) a resolution is passed or adopted by the Bank’s Board of Directors or shareholders, or an order is adopted by the Central Bank, or a ruling or judgment of a Government Agency or court of competent jurisdiction is made, that the Bank be wound up or dissolved (other than pursuant to merger, consolidation, amalgamation or other transaction otherwise not prohibited by ARTICLE IV);

(i) it becomes unlawful for the Bank to perform or comply with any of its payment obligations under this Indenture;

(j) this Indenture for any reason ceases to be in full force and effect in accordance with its terms, or the Bank shall deny that it has any further liability or obligation hereunder or in respect hereof; or

(k) a moratorium is agreed or declared in respect of any of the Bank’s Indebtedness.

The Bank shall deliver to the Trustee, within ten Business Days after a Responsible Officer of the Bank obtains actual knowledge thereof, written notice of any Default or Event of Default that has occurred and is still continuing, its status and what action the Bank is taking or proposing to take in respect thereof. Such notice shall be accompanied by an Officers’ Certificate setting forth the details of such Event of Default and stating what action the Bank proposes to take with respect thereto. The Trustee may withhold notice to the holders of the Notes of any Default or Event of Default (except for an Event of Default specified in clauses (a) and (b) above) if the Trustee in good faith determines that it is in the interest of the holders of the Notes to do so.

Section 6.2 Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.1(g)) hereof occurs and is continuing, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes may declare the principal amount of (and all interest accrued thereon until the date of payment) all the Notes to be due and payable immediately. If an Event of Default specified in Section 6.1(g) hereof in respect of the Bank shall have occurred, the principal amount of (and all interest accrued thereon until the date of payment) all the Notes shall be immediately due and payable without notice or any other act on the part of the Trustee or any Holder. Except in the case of nonpayment of principal (or premium, if any) or interest or Additional Amounts, if any, on the Notes that has become due solely because of acceleration, the Holders of a majority in principal amount of the Notes by notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

Section 6.3 Other Remedies.

(a) If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to enforce the performance of any provision of the Notes or this Indenture.

(b) The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative.

Section 6.4 Waiver of Past Defaults. The Holders of not less than a majority in aggregate principal amount of the Notes by notice to the Trustee may waive an existing Default or Event of Default and its consequences except (a) a Default in the payment of the principal of (or premium, if any), or interest, if any, or Additional Amounts, if any, on any Note or (b) a Default in respect of a provision hereof that under ARTICLE IX hereof cannot be amended without the consent of the Holder of each Outstanding Note.

Section 6.5 Control by Majority. The Holders of a majority in principal amount of the Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee with respect to the Notes; provided, however, that (i) such direction shall not be in conflict with any rule of law or with this Indenture and (ii) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. The Trustee shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders, unless such Holders shall have offered to the Trustee security or indemnity to its satisfaction.

Section 6.6 Limitation on Suits. No Holder of any Note shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless:

(1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Notes;

(2) the Holders of not less than 25% in principal amount of the outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee thereunder;

(3) such Holder or Holders have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the outstanding Notes,

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

Without prejudice to the abovementioned in this Section 6.6, each individual Holder shall have the right to initiate an action against the Bank for the payment of any principal and/or interest past due on any Note, as the case may be as established by Article 29 of the Negotiable Obligations Law, such right will not be subject to any limitation.

Section 6.7 Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, if any, premium, if any, and Additional Amounts, if any, on such Note and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

Section 6.8 Collection Suit by Trustee. If an Event of Default occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Bank for the whole amount then due and owing (together with applicable interest on any overdue principal and, to the extent lawful, interest on overdue interest) and the amounts provided for in Section 7.7. Subject to all provisions hereof and applicable law, the Holders of a majority in aggregate principal amount of the then Outstanding Notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee.

Section 6.9 Trustee May File Proofs of Claim, etc.

(a) In case of any judicial proceeding relative to the Bank (or any other obligor upon the Notes), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under applicable law in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee may (irrespective of whether the principal of the Notes is then due):

(i) file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Holders under this Indenture and the Notes allowed in any bankruptcy, insolvency, liquidation or other judicial proceedings relative to the Bank or any Subsidiary of the Bank or their respective creditors or properties; and

(ii) collect and receive any moneys or other property payable or deliverable in respect of any such claims and distribute them in accordance with this Indenture.

Any receiver, trustee, liquidator, sequestrator (or other similar official) in any such proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, taxes, disbursements and advances of the Trustee, its agent and counsel, and any other amounts due to the Trustee pursuant to Section 7.7.

(b) Nothing in this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10 Priorities. If the Trustee collects any money or property pursuant to this ARTICLE VI, it shall pay out the money or property in the following order:

FIRST: to the Trustee for amounts due under Section 7.7;

SECOND: to the Agents for amounts due under Section 1.3 and the Trustee’s Representative in Argentina for amounts due under Section 7.11;

THIRD: to Holders for amounts due and unpaid on the Notes for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal and interest, respectively; and

FOURTH: to the Bank.

The Trustee may, upon notice to the Bank, fix a record date and payment date for any payment to Holders pursuant to this Section 6.10.

Section 6.11 Undertaking for Costs. All parties agree, and each Holder by its acceptance of its Notes shall be deemed to have agreed, that in any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by the Bank, a suit by a Holder pursuant to Section 6.7 or a suit by Holders of more than 10% in principal amount of Outstanding Notes.

ARTICLE VII

TRUSTEE

Section 7.1 Duties of Trustee.

(a) If a Default or an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise thereof as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Except during the continuance of a Default or an Event of Default:

(i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of negligence or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions, which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture (it being understood that the Trustee need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i) this Section 7.1(c) does not limit the effect of Section 7.1(b);

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.2, Section 6.5 or Section 6.8 or any other provision of this Indenture.

(d) The Trustee shall not be liable for interest on, or to invest, any money received by it except as the Trustee may agree in writing with the Bank.

(e) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(f) No provision hereof shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(g) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this ARTICLE VII.

(h) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Bank shall be sufficient if signed by an Officer of the Bank.

(i) Notwithstanding any provision contained herein to the contrary, the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Holders unless such Holders shall have offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction.

Section 7.2 Rights of Trustee.

(a) The Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any document, instrument, opinion, direction, order, notice or request reasonably believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in such document, instrument, opinion, direction, order, notice or request.

(b) Before the Trustee acts or refrains from acting at the direction of the Bank, it may require an Officers’ Certificate, advice of counsel and/or an Opinion of Counsel, and such Officers’ Certificate, advice and/or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or omitted to be taken by it hereunder. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officers’ Certificate, advice of counsel and/or Opinion of Counsel.

(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

(d) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(e) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, upon notice to the Bank, to examine the books, records and premises of the Bank, personally or by agent or attorney at the sole cost of the Bank and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(f) The Trustee shall not be deemed to have notice of any Default or Event of Default (other than payment default under Section 6.1(a) or Section 6.1(b) unless a Trust Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture. For purposes of determining the Trustee’s responsibility and liability hereunder, whenever reference is made in this Indenture to a Default or Event of Default, such reference shall be construed to refer only to such Default or Event of Default for which the Trustee is deemed to have notice pursuant to this Section 7.2(f).

(g) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each Agent, custodian and other Person or agent employed to act hereunder.

(h) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, without limitation, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(i) The Trustee may request that the Bank deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

(j) The permissive rights of the Trustee enumerated herein shall not be construed as duties.

(k) The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service, accidents; labor disputes; acts of civil or military authority or governmental actions (it being understood that the Trustee shall use its best efforts to resume performance as soon as practicable under the circumstances).

(l) The Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Trustee’s economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or subcustodian with respect to certain of the Cash Equivalents, (ii) using Affiliates to effect transactions in certain Cash Equivalents and (iii) effecting transactions in certain Cash Equivalents. Such compensation is not payable or reimbursable under Section 7.7 of this Indenture.

(m) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys.

(n) To the extent permitted by applicable law, the Trustee shall not be required to give any bond or surety in respect of the execution of this Indenture or otherwise.

(o) To help fight the funding of terrorism and money laundering activities, the Trustee will obtain, verify, and record information that identifies individuals or entities that establish a relationship or open an account with the Trustee. The Trustee will ask for the name, address, tax identification number and other information that will allow the Trustee to identify the individual or entity who is establishing the relationship or opening the account. The Trustee may also ask for formation documents such as articles of incorporation, an offering memorandum, or other identifying documents to be provided.

Section 7.3 Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Bank or any of its Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar, Transfer Agent or other Agent hereunder may do the same with like rights. However, the Trustee must comply with Section 7.10.

Section 7.4 Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Bank’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Bank in this Indenture or in any offering material or other document issued in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Notes and perform its obligations hereunder.

Section 7.5 Notice of Defaults. If a Default occurs hereunder with respect to the Notes, the Trustee shall promptly give the Holders of the Notes notice of such Default. In addition, if a Default or Event of Default occurs and is continuing and if it is a payment default or a Trust Officer has actual knowledge thereof, or has received written notice thereof pursuant to Section 7.2(f) the Trustee shall mail to each Holder, with a copy to the Bank, notice of the Default or Event of Default within 45 days after the occurrence thereof. Except in the case of a Default or Event of Default in the payment of principal of, premium, if any, or interest on any Note, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is in the interests of the Holders.

Section 7.6 Report to Trustee. The Bank agrees to promptly notify the Trustee whenever the Notes become listed on any stock exchange and of any delisting thereof.

Section 7.7 Compensation and Indemnity.

(a) The Bank shall pay to the Trustee a compensation equal to U.S.$15,000.00 per annum, or such other reasonable amount as shall have been agreed upon by the Bank and the Trustee in writing, for its acceptance of this Indenture and services hereunder as the Bank and the Trustee shall from time to time agree in writing. In no case may this compensation be made to be paid by the Holders. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Bank shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it in connection with the performance of its duties under this Indenture, except for any such expense as may arise from the Trustee’s negligence, willful misconduct or bad faith. Such expenses shall include the reasonable fees and expenses of the Trustee’s agents and counsel.

(b) The Bank shall indemnify the Trustee and its officers, directors, employees and agents against any and all loss, damage, claim, liability or expense (including reasonable attorneys’ fees and expenses) incurred by it without negligence or willful misconduct on its part in connection with the acceptance or administration of this trust and the performance of its duties hereunder and/or the exercise of its rights hereunder, including the costs and expenses of defending themselves (including reasonable attorney’s fees and costs) against any claim or liability related to the exercise or performance of any of their rights, powers or duties hereunder and under any other agreement or instrument related thereto. The Trustee shall notify the Bank promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Bank shall not relieve the Bank of its obligations hereunder. The Bank shall defend the claim if, in the reasonable judgment of outside counsel to the Trustee, there is no conflict of interest or potential conflict of interest between the Bank and the Trustee in connection with such defense. The Bank need not pay for any settlement made without its written consent.

(c) To secure the Bank’s payment obligations in this Section 7.7, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Notes. The Trustee’s right to receive payment of any amounts due under this Section 7.7 shall not be subordinate to any other liability or Indebtedness of the Bank.

(d) The Bank’s payment obligations pursuant to this Section 7.7 shall survive the payment of the Notes, the discharge or other termination of this Indenture and the resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of a Bankruptcy Law Event of Default, the expenses are intended to constitute expenses of administration under any Bankruptcy Law; provided, however, that this shall not affect the Trustee’s rights as set forth in this Section 7.7 or Section 6.10.

(e) Subject to any other rights available to the Trustee under any applicable Bankruptcy Law, when the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.1(g), the parties hereto and the Holders, by acceptance of the Notes, hereby agree that the expenses and the compensation for the services are intended to constitute expenses of administration under any applicable Bankruptcy Law.

Section 7.8 Replacement of Trustee.

(a) The Trustee may resign at any time by so notifying the Bank. In addition, the Holders of a majority in aggregate principal amount of the then Outstanding Notes may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee. Moreover, if the Trustee is no longer eligible pursuant to Section 7.10 to act as such, or does not have a combined capital and surplus of at least U.S.$50,000,000 as set forth in its most recent published annual report or does not have its Corporate Trust Office in the City of New York, New York, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. The Bank shall remove the Trustee if:

(i) the Trustee fails to comply with Section 7.10;

(ii) the Trustee is adjudged bankrupt or insolvent;

(iii) a receiver or other public officer takes charge of the Trustee or its property; or

(iv) the Trustee otherwise becomes incapable of acting.

(b) If the Trustee resigns or is removed by the Bank or by the Holders of a majority in principal amount of the then Outstanding Notes and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Bank shall promptly appoint a successor Trustee.

(c) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Bank. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders and, so long as the Notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF Market and the rules of such exchange so require, the successor Trustee shall also publish notice as described in Section 10.1. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.7.

(d) If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of 10% in principal amount of the Outstanding Notes may petition, at the Bank’s expense, any court of competent jurisdiction for the appointment of a successor Trustee.

(e) If the Trustee fails to comply with Section 7.10, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(f) Notwithstanding the replacement of the Trustee pursuant to this Section 7.8, the Bank’s obligations under Section 7.7 shall continue for the benefit of the retiring Trustee.

Section 7.9 Successor Trustee by Merger.

(a) If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets (including this transaction) to, another corporation or national banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee; provided that such Persons shall be otherwise qualified and eligible under this ARTICLE VII.

(b) In case at the time such successor or successors to the Trustee shall succeed to the trusts created by this Indenture, any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture, provided that the certificate of the Trustee shall have.

Section 7.10 Eligibility. The Trustee shall have a combined capital and surplus of at least U.S.$50,000,000 as set forth in its most recent published annual report of condition.

Section 7.11 The Trustee’s Representative in Argentina.

(a) As long as it is required by Argentine law or by the CNV, the Trustee will have the Trustee’s Representative in Argentina for the sole purposes set forth in this Section 7.11.

(b) The duties of the Trustee’s Representative in Argentina shall be determined solely by the express provisions of this Indenture or as it may agree from time to time in writing with the Trustee, and the Trustee’s Representative in Argentina need perform only those duties that are specifically set forth in this Indenture and those agreed in writing with the Trustee. No implied covenants or obligations shall be read into this Indenture against the Trustee’s Representative in Argentina. The Trustee’s Representative in Argentina shall have only the rights and powers stated below. It is further acknowledged that the Trustee’s Representative in Argentina is not and shall not be considered as if it were a Trustee’s attorney-in-fact.

(c) The duties and rights of the Trustee’s Representative in Argentina are only: (i) to receive from Holders, the Bank, Agents, and any governmental or regulatory authority or entity any and all letters, claims, requests, memorandums or any other document directed to the Trustee with respect to the Notes, (ii) to transmit, deliver or notify the Trustee of the reception of any and all of the mentioned documents by facsimile, within three Business Days of such reception, and (iii) respond or answer such letters, claims, requests, memoranda or documents, following the express written instructions of the Trustee and only if such instructions are given by the Trustee.

(d) The Trustee’s Representative in Argentina shall not be liable for any action it takes or omits to take in good faith and within its discretion and in accordance with the terms hereof, rights or powers.

(e) The Bank shall pay to the Trustee’s Representative in Argentina from time to time, and the Trustee’s Representative in Argentina shall be entitled to, such compensation for its acceptance of this Indenture and its services hereunder, as shall have been agreed in writing between the Bank and the Trustee’s Representative in Argentina. The Bank shall reimburse the Trustee’s Representative in Argentina promptly upon request for all reasonable disbursements, advances and expenses incurred or made by or on behalf of it in addition to the compensation for its services. Such expenses may include the reasonable compensation, disbursements and expenses of Trustee’s Representative in Argentina’s agents, counsel and other persons not regularly in its employ.

(f) The Bank agrees to indemnify and defend the Trustee’s Representative in Argentina and its officers, directors, employees and agents for, and to hold each entity harmless against any losses, liabilities, claims, damages and/or expenses, including the fees and expenses of counsel incurred by it without negligence or willful misconduct on its part in connection with the performance of its duties or powers hereunder and the exercise of its rights hereunder, or under any related agreement.

Section 7.12 Paying Agent, Registrar and Luxembourg Paying Agent. The rights, protections and immunities granted to the Trustee under this ARTICLE VII including, without limitation, any right to be indemnified, shall apply mutatis mutandis to any Agent appointed pursuant to this Indenture.

ARTICLE VIII

DEFEASANCE; DISCHARGE OF INDENTURE

Section 8.1 Legal Defeasance and Covenant Defeasance.

(a) The Bank may, at its option, at any time, upon compliance with the conditions set forth in Section 8.2, elect to have either Section 8.1(b) or Section 8.1(c) be applied to its obligations with respect to all Outstanding Notes.

(b) Upon the Bank’s exercise under Section 8.1(a) of the option applicable to this Section 8.1(b), the Bank shall, subject to the satisfaction of the conditions set forth in Section 8.2, be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Notes and all such amounts as shall be due and payable under this Indenture on the 91^st day after the deposit specified in Section 8.2(a)Subsection 1.1.1(a) (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Bank shall be deemed to have paid and discharged the entire Indebtedness represented by the Outstanding Notes, which shall thereafter be deemed to be Outstanding only for the purposes of the sections of this Indenture referred to in clause (i) or (ii) of this Section 8.1(b), and the Bank shall have been deemed to have satisfied all their other obligations under such Notes, and hereunder (and the Trustee, on demand of and at the expense of the Bank, shall execute proper instruments acknowledging the same), except for the following provisions, which shall survive until otherwise terminated or discharged hereunder:

(i) the rights of Holders to receive solely from the trust described in Section 8.2 below, as more fully set forth in such section, payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due,

(ii) the Bank’s obligations with respect to such Notes concerning issuing temporary Notes, registration of Notes, replacing mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments,

(iii) the rights, powers, trusts, duties, protections, benefits, indemnities and immunities of the Trustee as described in ARTICLE VII and hereunder and the Bank’s obligations in connection therewith, and

(iv) this ARTICLE VIII.

Subject to compliance with this ARTICLE VIII, the Bank may exercise its option under this Section 8.1(b) notwithstanding the prior exercise of its option under Section 8.1(c).

(c) Upon the Bank’s exercise under Section 8.1(a) of the option applicable to this Section 8.1(c), the Bank shall be, subject to the satisfaction of the applicable conditions set forth in Section 8.2, released and discharged from their obligations under the covenants (including, without limitation, the obligations contained in Section 3.6, Section 3.7, Section 3.10, Section 3.11 and Section 3.12 with respect to the Outstanding Notes shall terminate on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not Outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be Outstanding for all other purposes hereunder (it being understood that such Notes shall not be deemed Outstanding for accounting purposes). For this purpose, such Covenant Defeasance means that, with respect to the Outstanding Notes, the Bank may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default with respect to the Notes under Section 6.1(a)(iii) but, except as specified above, the remainder hereof and such Notes shall be unaffected thereby.

Section 8.2 Conditions to Defeasance. The Bank may exercise its Legal Defeasance option or its Covenant Defeasance option only if:

(a) the Bank irrevocably deposits in trust with the Trustee money or U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms shall provide money in an amount, or in any combination thereof, in each case, sufficient to pay and discharge the principal of each installment of principal and interest, if any, on the outstanding Notes on the dates such payments are due, in accordance with the terms of the Notes, to and including the redemption date irrevocably designated by the Bank pursuant to the final paragraph of this Section 8.2 on the day on which payments are due and payable in accordance with the terms of this Indenture and of the Notes;

(b) the Bank delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes to maturity or redemption, as the case may be;

(c) no Default or Event of Default (including by reason of such deposit) shall have occurred and be continuing on the date of such deposit or during the period ending on the 91st day after such date;

(d) the Bank shall have delivered to the Trustee an opinion of recognized U.S. counsel independent of the Bank to the effect: (i) that the Holders shall not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge of certain obligations, which in the case of Section 8.1 hereof must be based on a change in law or a ruling by the U.S. Internal Revenue Service; and (ii) that the defeasance trust is not or is not required to be registered, or is registered as, an investment company under the Investment Company Act of 1940, as amended; and

(e) the Bank delivers to the Trustee an Opinion of Counsel and an Officers’ Certificate as to compliance with all conditions precedent provided for in this Indenture relating to the satisfaction and discharge of the Notes.

Before or after a deposit, the Bank may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with ARTICLE V hereof.

If the Bank has deposited or caused to be deposited money or U.S. Government Obligations to pay or discharge the principal of (and premium, if any) and interest, if any, on the outstanding Notes to and including a redemption date on which all of the outstanding Notes are to be redeemed, such redemption date shall be irrevocably designated by a resolution of the Board of Directors of the Bank delivered to the Trustee on or prior to the date of deposit of such money or U.S. Government Obligations, and such resolution shall be accompanied by an irrevocable Bank request that the Trustee give notice of such redemption in the name and at the expense of the Bank not less than 30 nor more than 60 days prior to such redemption date in accordance with this Indenture.

Section 8.3 Application of Trust Money. The Trustee shall hold in trust U.S. Dollars or U.S. Government Obligations deposited with it pursuant to this ARTICLE VIII. It shall apply the deposited money and the U.S. Dollars from U.S. Government Obligations, together with earnings thereon, through the Paying Agent and in accordance with this Indenture to the payment of principal of and interest on the Notes. Anything in this ARTICLE VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Bank from time to time upon the Bank’s request any U.S. Dollars or U.S. Government Obligations held by it as provided in this Section 8.3 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.4 Repayment to Bank.

(a) The Trustee and the Paying Agent shall promptly turn over to the Bank upon request any excess money or securities held by them upon payment of all the obligations under this Indenture.

(b) Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Bank upon request any money held by them for the payment of principal of or interest on the Notes that remains unclaimed for two years, and, thereafter, Holders entitled to the money must look to the Bank for payment as general creditors.

Section 8.5 Indemnity for U.S. Government Obligations. The Bank shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations deposited with the Trustee pursuant to this ARTICLE VIII.

Section 8.6 Reinstatement. If the Trustee or Paying Agent is unable to apply any U.S. Dollars or U.S. Government Obligations in accordance with this ARTICLE VIII by reason of any legal proceeding or by reason of any order or judgment of any court or Government Agency enjoining, restraining or otherwise prohibiting such application, the obligations of the Bank under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to this ARTICLE VIII until such time as the Trustee or Paying Agent is permitted to apply all such U.S. Dollars or U.S. Government Obligations in accordance with this ARTICLE VIII; provided, however, that, if the Bank has made any payment of principal of or interest on any Notes because of the reinstatement of its obligations, the Bank shall be subrogated to the rights of the Holders of such Notes to receive such payment from the U.S. Dollars or U.S. Government Obligations held by the Trustee or Paying Agent.

Section 8.7 Satisfaction and Discharge. This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the Notes, as expressly provided for herein) as to all Outstanding Notes, and the Trustee, on written demand of and at the expense of the Bank, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when:

(a) either:

(i) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Bank and thereafter repaid to the Bank or discharged from such trust) have been delivered to the Trustee for cancellation; or

(ii) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable and the Bank has irrevocably deposited or caused to be deposited with the Trustee, as funds in trust solely for the benefit of the holders, cash in U.S. Dollars in amounts as will be sufficient without reinvestment to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium and Additional Amounts, if any, accrued and unpaid interest on the Notes to the date of deposit (in the case of Notes that have become due and payable) or to the maturity or Redemption Date, as the case may be, together with irrevocable instructions from the Bank directing the Trustee to apply such funds to the payment and all other amounts due hereunder;

(b) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Bank is a party or by which the Bank is bound;

(d) the Bank delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be; and

(e) the Bank delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

ARTICLE IX

AMENDMENTS

Section 9.1 Without Consent of Holders.

(a) The Bank and the Trustee may amend, modify or supplement this Indenture and the Notes without notice to or consent of any Holder:

(i) to cure any ambiguity, omission, defect or inconsistency contained therein;

(ii) to provide for the assumption by a Successor Person of the obligations of the Bank under this Indenture;

(iii) to secure the Notes

(iv) to add Guarantees with respect to the Notes;

(v) to add to the covenants of the Bank for the benefit of the Holders or surrender any right or power conferred upon the Bank;

(vi) to provide for the issuance of Additional Notes in accordance with Section 2.14;

(vii) to add an Event of Default for the benefit of the Holders;

(viii) to comply with any requirement of the SEC in connection with the qualification of this Indenture under the U.S. Trust Indenture Act of 1939, as amended;

(ix) to conform the terms of this Indenture or the Notes with the description thereof set forth in the “Description of the Notes” section of the Offering Memorandum;

(x) to evidence the replacement of the Trustee as provided for under this Indenture; or

(xi) for any other purpose that the parties hereto may mutually deem necessary or desirable; provided in each such case that any such modification or amendment does not adversely affect the interests of Holders in any respect.

(b) In formulating its opinion on the foregoing, the Trustee shall be entitled to rely on such evidence as it deems appropriate, including, without limitation, solely on an Opinion of Counsel and an Officers’ Certificate.

(c) After an amendment under this Section 9.1 becomes effective, the Bank shall mail to Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.1.

(d) Promptly after the execution by the Bank and the Trustee of any modification, amendment or supplement to this Indenture pursuant to the provisions of this Section 9.1, the Bank shall give notice thereof to the Holders, the CNV and the BASE, setting forth in general terms the substance of such modifications, amendments or supplements.

Section 9.2 With Consent of Holders.

(a) Modifications to, amendments of, and supplements to, this Indenture or the Notes not set forth under Section 9.1 may be made with the consent of the Holders of a majority in principal amount of the then Outstanding Notes issued under this Indenture, except that, without the consent of each Holder affected thereby, no amendment may:

(i) reduce the percentage of the principal amount of the Notes whose Holders must consent to an amendment, supplement or waiver;

(ii) reduce the rate of or change or have the effect of changing the time for payment of interest on any Notes;

(iii) reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption, or reduce the redemption price therefor;

(iv) make any Notes payable in currency other than that stated in the Notes;

(v) make any change in the provisions of this Indenture entitling each Holder to receive payment of principal of, premium, if any, and interest on such Notes on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default;

(vi) make any change to Section 3.13 that adversely affects the rights of any Holder or amend the terms of the Notes in a way that would result in a loss of exemption from any applicable Taxes; and

(vii) make any change to the provisions of this Indenture or the Notes that adversely affects the ranking of the Notes.

(b) Promptly after the execution by the Bank and the Trustee of any modification, amendment or supplement to this Indenture pursuant to the provisions of this Section 9.2(b), the Bank shall give notice thereof to the Holders, the CNV and the BASE, setting forth in general terms the substance of such modifications, amendments or supplements.

Section 9.3 Revocation and Effect of Consents and Waivers.

(a) A consent to an amendment, supplement or waiver by a Holder of a Note shall bind the Holder and every subsequent Holder of that Note or portion of the Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent or waiver is not made on the Note. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Note or portion of the Note if the Trustee receives the notice of revocation before the date the amendment, supplement or waiver becomes effective. After an amendment, supplement or waiver becomes effective, it shall bind every Holder, except as otherwise provided in this ARTICLE IX. An amendment, supplement or waiver under Section 9.2 shall become effective upon receipt by the Trustee of the requisite number of written consents under Section 9.2.

(b) The Bank may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date unless the relevant action for which such consent was granted was effectively taken.

Section 9.4 Notation on or Exchange of Notes. If an amendment or supplement changes the terms of a Note, the Trustee may require the Holder of the Note to deliver it to the Trustee. The Trustee may place an appropriate notation on the Note regarding the changed terms and return it to the Holder. Alternatively, if the Bank or the Trustee so determines, the Bank in exchange for the Note shall execute and upon Bank Order the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or to issue a new Note shall not affect the validity of such amendment or supplement.

Section 9.5 Trustee to Sign Amendments and Supplements. The Trustee shall sign any amendment or supplement authorized pursuant to this ARTICLE IX if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment or supplement the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.1 and Section 7.2) shall be fully protected in conclusively relying upon, such evidence as it deems appropriate, including, without limitation, the documents required by Section 10.2 and solely on an Opinion of Counsel and Officers’ Certificate, each stating that such amendment or supplement is authorized or permitted hereby.

Section 9.6 Evidence of Action Taken by Holders. Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by a percentage in principal amount of the Holders, whether specified herein or in the Notes, as applicable, may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such specified percentage of Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments is or are delivered to the Trustee. Proof of execution of any instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Bank, if made in the manner provided in this Article.

Section 9.7 Holders to be Treated as Owners. The Bank, the Trustee, the Agents and any agent of the Bank, the Trustee or the Agents may deem and treat any Person in whose name any Note shall be registered upon the Register as the absolute owner of such Note (whether or not such Note shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of or on account of the principal of and, subject to the provisions of this Indenture, interest on such Note (including Additional Amounts) and for all other purposes; and none of the Bank, the Trustee, any Agent or any agent of the Bank, the Trustee or any Agent shall be affected by any notice to the contrary. All such payments so made to any such Person, or upon its order, shall be valid, and, to the extent of the sum or sums so paid, effective to satisfy and discharge the liability for moneys payable upon any such Note.

Section 9.8 Noteholders Meeting; Consent.

(a) Each of the Bank (through its Board of Directors or its statutory auditors’ committee) and the Trustee may at any time call a meeting of the Holders for the purpose of entering into a supplemental indenture or waiving an existing default. In addition, a meeting of the Holders may be called by the Trustee or the Bank (acting through its Board of Directors or its statutory auditors’ committee) upon the request of the Holders of at least 5% in aggregate principal amount of the outstanding Notes, or by the Bank acting through its Board of Directors or its statutory auditors’ committee) at its discretion, pursuant to the Negotiable Obligations Law. Meetings shall be held simultaneously in the City of Buenos Aires and in New York City by any means of telecommunications which permit the participants to hear and speak to each other, and any such simultaneous meeting shall be deemed to constitute a single meeting for purposes of the quorum and voting percentages applicable to such meeting in accordance with Argentine law. If a meeting is being held pursuant to a request of Holders, the agenda for such meeting shall be that set forth in the request made by such Holders, and such meeting shall be held within 40 days from the date such request is received by the Bank or the Trustee. Notice of any meeting of Holders, setting forth the date, time and place of such meeting and the agenda therefor (which shall describe in general terms the action proposed to be taken and the requirements for attendance) shall be given by the Bank or the Trustee, as applicable, at the expense of the Bank as specified in Section 10.1. Such notice shall be published (in Spanish) on five different days, not less than 10 days nor more than 30 days prior to the date set for the meeting, in the Official Gazette of the Republic of Argentina (Boletín Oficial de la República Argentina), in the Daily Bulletin of the BASE, in another widely circulated newspaper in Argentina and on the CNV’s website. To be entitled to vote at any meeting of Holders a Person shall be (i) a Holder of one or more Notes as of the relevant Record Date or (ii) a Person appointed by a Holder in writing as a proxy for a Holder of one or more Notes. The Bank, by or pursuant to a resolution of its Board of Directors, may set a Record Date for purposes of determining the identity of Holders entitled to vote, which Record Date may be set at any time or from time to time by notice in writing to the Trustee, for any date or dates (in the case of any adjournment or reconsideration) not more than 60 days nor less than ten days prior to the proposed date of such vote, and thereafter, notwithstanding any other provisions hereof, only Holders of record on such Record Date will be entitled to so vote or give such consent or revoke such vote or consent.

(b) Meetings of Holders may be ordinary (“Ordinary Meetings”) or extraordinary (“Extraordinary Meetings”). The Bank shall inform the Trustee whether any meeting shall be an Ordinary Meeting or an Extraordinary Meeting, which determination the Trustee shall be entitled to conclusively rely upon. Amendments or supplements hereto or to the Notes or waivers of any provision hereof or thereof approved at a meeting of Holders may only be approved at an Extraordinary Meeting (or at a second adjourned Extraordinary Meeting) by the affirmative vote of a majority in aggregate principal amount of the Notes then outstanding, except as contemplated herein. The persons entitled to vote that represent 60% (in the case of an Extraordinary Meeting) or a majority (in the case of an Ordinary Meeting) in aggregate principal amount of the Notes at the time outstanding shall constitute a quorum at any such meeting of Holders. No meeting shall be held in the absence of a quorum, unless a quorum is present when the meeting is called to order. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall be adjourned for a period of not less than one hour or more than 30 days, as determined by the chairman of the meeting who shall keep an attendance record. If notice to reconvene any adjourned meeting is not simultaneously given with the notice of the meeting, additional notice shall be given as provided above and published in the Official Gazette of the Republic of Argentina, in the Daily Bulletin of the BASE, in another widely circulated newspaper in Argentina and on the CNV’s website, except that such notice need be published only for 3 days, not less than 8 days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall expressly state the aggregate principal amount of Notes, which shall constitute a quorum at said meeting.

(c) At any meeting of Holders, each Holder, or its attorney-in-fact, shall be entitled to cast one vote for each U.S. Dollar of the principal amount of the applicable amount of the Notes that it holds.

(d) So long as required by applicable Argentine laws and regulations, any decision to amend, modify or supplement this Indenture must be made through a meeting of Holders as contemplated herein.

(e) The Holders may act, in lieu of a meeting, through unanimous consent.

ARTICLE X

MISCELLANEOUS

Section 10.1 Notices.

(a) Any notice, agreement, direction, instruction, request, demand or other communication that by any provision of this Indenture is required or permitted to be given or served by the Trustee, any Agent or by the Holders to or on the Bank or by the Bank to or on the Trustee, any Agent or any Holder, shall be in writing and shall be sufficient for every purpose hereunder if given or served by facsimile transmission or other electronic transmission or by courier (except as otherwise specifically provided herein) or by mail addressed (until another address of the Bank is filed by the Bank with the Trustee) to Banco xx Xxxxxxx y Buenos Aires, Tte. Gral. Xxxx X. Xxxxx 000, Xxxxxx Xxxxx, Xxxxxxxxx, Attention: Xxxxxxxx Lastiry, Fax: (00 00) 0000-0000. Any notice, agreement, direction, instruction, request, demand or other communication by the Bank or any Holder to or upon the Trustee, or any Agent shall be in writing and shall be deemed to have been sufficiently given or made, for all purposes, upon actual receipt and if given or made at the Corporate Trust Office of the Trustee by an internationally recognized courier or by facsimile or other electronic transmission. Any notice, agreement, direction, instruction, request, demand or other communication that by any provision of this Indenture is required or permitted to be given or served to or on the Trustee’s Representative in Argentina, Argentine Transfer Agent, Argentine Paying Agent or Argentine Registrar, as the case may be, shall be sufficient for every purpose hereunder if given by courier (except as otherwise specifically provided herein) or by mail addressed (until another address of the Trustee’s Representative in Argentina, Argentine Registrar, Argentine Paying Agent and Argentine Transfer Agent is provided to the Trustee and the Bank) at the Corporate Trust Office of the Trustee’s Representative in Argentina. Any notice, agreement, direction, instruction, request, demand or other communication that by any provision of this Indenture is required or permitted to be given or served to or on the Luxembourg Paying Agent or Luxembourg Transfer Agent, as the case may be, shall be in writing and shall be sufficient for every purpose hereunder if given by courier, by facsimile transmission or other electronic transmission or by mail addressed (until another address of the Luxembourg Paying Agent and Luxembourg Transfer Agent is provided to the Trustee and the Bank) to The Bank of New York Mellon (Luxembourg) S.A., Vertigo Building — Polaris, 0-0 xxx Xxxxxx Xxxxxxx, X-0000, Xxxxx Xxxxx of Luxembourg, Attention: Xxxxxx Xxxxxxx, Fax: (x000) 00 00 0000.

In respect of this Indenture, the Trustee shall not have any duty or obligation to verify or confirm that the Person sending instructions, agreements, directions, reports, notices or other communications or information by electronic transmission is, in fact, a Person authorized to give such instructions, agreements, directions, reports, notices or other communications or information on behalf of the party purporting to send such electronic transmission; and the Trustee shall not have any liability for any losses, liabilities, costs or expenses incurred or sustained by any party as a result of such reliance upon or compliance with such instructions, agreements, directions, reports, notices or other communications or information to the extent in accordance with the terms hereof. Each other party agrees to assume all risks arising out of the use of electronic methods to submit instructions, agreements, directions, reports, notices or other communications or information to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, agreements, notices, reports or other communications or information, and the risk of interception and misuse by third parties.

The Bank or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

(b) From and after the date the Notes are listed on the BASE and admitted for trading on the MAE, all notices to Holders shall be published in the Bulletin of the Buenos Aires Stock Exchange and in a widely circulated newspaper in Argentina, which is expected to be La Nación. From and after the date the Notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF Market and so long as required by the rules of such exchange, all notices to Holders shall be published in English:

(i) in a leading newspaper having a general circulation in Luxembourg; or

(ii) if such Luxembourg publication is not practicable, in one other leading English language newspaper being published on each day in morning editions, whether or not it shall be published in Saturday, Sunday or holiday editions.

In lieu of the foregoing, the Bank may publish notices to Holders of Notes via the website of the Luxembourg Stock Exchange at xxx.xxxxxx.xx; provided that such method of publication satisfies the rules of such exchange.

(c) Notices shall be deemed to have been given on the date of mailing or of publication as aforesaid in Section 10.1(b) or, if published on different dates, on the date of the first such publication. In addition, notices shall be delivered to Holders of Notes at their registered addresses.

(d) Any notice or communication mailed to a registered Holder shall be mailed to the Holder at the Holder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed.

(e) Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

Section 10.2 Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Bank to the Trustee to take or refrain from taking any action under this Indenture, the Bank shall furnish to the Trustee:

(a) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(b) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Section 10.3 Statements Required in Officers’ Certificate or Opinion of Counsel. Each certificate or opinion, including each Officers’ Certificate or Opinion of Counsel with respect to compliance with a covenant or condition provided for in this Indenture shall include:

(a) a statement substantially to the effect that the individual making such certificate or opinion has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement substantially to the effect that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with.

In giving an Opinion of Counsel, counsel may rely as to factual matters on an Officers’ Certificate or on certificates of public officials.

Section 10.4 Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by, or a meeting of, Holders. The Registrar and the Paying Agent may make reasonable rules for their functions.

Section 10.5 Legal Holidays. A “Legal Holiday” is a Saturday, a Sunday or other day on which commercial banking institutions are authorized or required to be closed in New York City, United States or Buenos Aires, Argentina. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected.

Section 10.6 Governing Law, etc.

(A) THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK; PROVIDED THAT ALL MATTERS RELATING TO THE DUE AUTHORIZATION, EXECUTION, ISSUANCE AND DELIVERY OF THE NOTES BY THE BANK, AND MATTERS RELATING TO THE LEGAL REQUIREMENTS NECESSARY IN ORDER FOR THE NOTES TO QUALIFY AS “NEGOTIABLE OBLIGATIONS” UNDER ARGENTINE LAW, SHALL BE GOVERNED BY THE NEGOTIABLE OBLIGATIONS LAW AND ANY OTHER APPLICABLE ARGENTINE LAWS AND REGULATIONS.

(b) EACH OF THE PARTIES HERETO AND EACH HOLDER BY ITS ACCEPTANCE OF A NOTE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(i) agrees that any suit, action or proceeding against it arising out of or relating to this Indenture or the Notes, as the case may be, may be instituted in any U.S. federal or New York state court sitting in the Borough of Manhattan, The City of New York, New York, provided that the Bank agrees that any suit, action, or proceeding against it arising out of or relating to this Indenture or the Notes, as the case may be, may be instituted in any court sitting in the City of Buenos Aires, the BASE’s Arbitral Tribunal, and any competent court in the place of its corporate domicile;

(ii) irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding;

(iii) waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding, any claim that any suit, action or proceeding in such courts has been brought in an inconvenient forum and any right to the jurisdiction of any other courts to which it may be entitled on account of place of residence or domicile; and

(iv) agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding and may be enforced in the courts of the jurisdiction of which it is subject by a suit upon judgment.

(d) The Bank has appointed CT Corporation System, as its authorized agent (the “Authorized Agent”) upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon this Indenture or the Notes which may be instituted in any New York state or U.S. federal court in the Borough of Manhattan, The City of New York, New York. The Bank represents and warrants that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Bank agrees to take any and all action, including the filing of any and all documents, that may be necessary to continue each such appointment in full force and effect as aforesaid so long as the Notes remain outstanding. The Bank agrees that the appointment of the Authorized Agent shall be irrevocable so long as any of the Notes remain outstanding or until the irrevocable appointment by the Bank of a successor agent in The City of New York, New York as its authorized agent for such purpose and the acceptance of such appointment by such successor. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon the Bank.

(e) To the extent that the Bank has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to itself or any of its property, the Bank hereby irrevocably waives and agrees not to plead or claim such immunity in respect of its obligations under this Indenture or the Notes.

(f) Nothing in this Section 10.6 shall affect the right of the Trustee or any Holder of the Notes to serve process in any other manner permitted by law.

Section 10.7 No Recourse Against Others. No past, present or future incorporator, director, officer, employee, shareholder or controlling person, as such, of the Bank shall have any liability for any obligations of the Bank under the Notes or this Indenture or for any claims based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder shall waive and release all such liability. The waiver and release shall be part of the consideration for issuance of the Notes.

Section 10.8 Provisions of Indenture for the Sole Benefit of Parties and Holders. Nothing in this Indenture or in the Notes, express or implied, shall give or be construed to give to any Person, other than the parties hereto and their successors and the Holders of the Notes, any legal or equitable right, remedy or claim under this Indenture or under any covenant or provision herein contained, all such covenants and provisions being for the sole benefit of the parties hereto and their successors and of the Holders of the Notes; provided that under Article 34 of the Negotiable Obligations Law, the Directors and members of the Supervisory Committee shall be jointly and severally liable for damages to the Holders arising from any violation of the Negotiable Obligations Law.

Section 10.9 Successors. All agreements of the Bank in this Indenture and the Notes shall bind its respective successors. All agreements of the Trustee in this Indenture shall bind its successors.

Section 10.10 Duplicate and Counterpart Originals. The parties may sign any number of copies of this Indenture. One signed copy is enough to prove this Indenture. This Indenture may be executed in any number of counterparts, each of which so executed shall be an original, but all of them together represent the same agreement. This Indenture may also be executed in Argentina via the exchange of an offer letter and an acceptance letter, and delivery of such letters shall be effective as delivery of an executed counterpart of this Indenture.

Section 10.11 Severability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 10.12 Currency Indemnity. U.S. Dollars are the sole currency of account and payment for all sums payable by the Bank under or in connection with the Notes or this Indenture. Any amount received or recovered in respect of such obligations in currency other than U.S. Dollars (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Bank, any Subsidiary or otherwise) by the Trustee, a Paying Agent or any Holder of the Notes in respect of any sum expressed to be due to it from the Bank shall only constitute a discharge of it under the Notes or this Indenture only to the extent of the U.S. Dollars amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so), acting reasonably. If that U.S. Dollars amount is less than the U.S. Dollars amount expressed to be due to the recipient under the Notes or this Indenture, the Bank shall indemnify the recipient against any loss sustained by it in making any such purchase. In any event, the Bank shall indemnify the Holder against the cost of making any purchase of U.S. Dollars. For the purposes of this Section 10.12, it shall be sufficient for the Trustee, Paying Agent and/or Holder of a Note to certify in a satisfactory manner that it would have suffered a loss had an actual purchase of U.S. Dollars been made with the amount received in that other currency on the date of receipt or recovery (or, if a purchase of U.S. Dollars on such date had not been practicable, on the first date on which it would have been practicable) and that the change of the purchase date was needed.

The indemnities of the Bank contained in this Section 10.12, to the extent permitted by law: (i) constitute a separate and independent obligation from the other obligations of the Bank under this Indenture and the Notes; (ii) shall give rise to a separate and independent cause of action against the Bank; (iii) shall apply irrespective of any indulgence granted by any Holder of the Notes from time to time; (iv) shall continue in full force and effect notwithstanding any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under the Notes; and (v) shall survive the termination of this Indenture.

Section 10.13 Table of Contents; Headings. The table of contents and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.


BANCO XX XXXXXXX Y BUENOS AIRES S.A.

By:

	Name:
	Title:	Authorized Signatory


		The Bank of New York Mellon
		as Trustee, Co-Registrar, Principal Paying
		Agent and Principal Transfer Agent

		By:

				Name:
				Title:

Solely for the purposes of accepting the
appointment of Luxembourg Paying Agent
and Luxembourg Transfer Agent together
with the rights, protections and immunities
granted to the Trustee under ARTICLE VII, which shall
apply mutatis mutandis to the Luxembourg
Paying Agent:


The Bank of New York Mellon (Luxembourg) S.A.
as Luxembourg Paying Agent

By:
		Name:
		Title:


Banco de Valores S.A.

By:
		Name:
		Title:

EXHIBIT A

FORM OF NOTE

THE SHAREHOLDER’S MEETINGS OF THE BANK HELD ON APRIL 28, 2005, AND THE MEETING OF THE BOARD OF DIRECTORS OF THE BANK HELD ON SEPTEMBER 15, 2005 (AUTHORIZED PURSUANT TO RESOLUTION NO. 15,228, DATED NOVEMBER 4, 2005, OF THE CNV), ESTABLISHED THE BANK’S PROGRAM. THE EXTENSION OF THE PROGRAM WAS ESTABLISHED PURSUANT TO SHAREHOLDERS’ MEETINGS OF THE BANK HELD ON APRIL 14, 2010, AND THE MEETING OF THE BOARD OF DIRECTORS OF THE BANK HELD ON SEPTEMBER 7, 2010. THE ISSUANCE OF THE CLASS I NOTES REPRESENTED HEREBY HAS BEEN APPROVED PURSUANT TO A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BANK DATED APRIL 4, 2011, AND AUTHORIZED BY THE CNV ON APRIL 14, 2011.

THE BANK WAS ORGANIZED AS A CORPORATION WITH LIMITED LIABILITY (SOCIEDAD ANÓNIMA) UNDER THE LAWS OF ARGENTINA ON SEPTEMBER 28, 1905, AND REGISTERED WITH THE PUBLIC REGISTRY OF COMMERCE OF THE CITY OF BUENOS AIRES UNDER XX. 0, XXXX XX. 00, BOOK 20 A, ON NOVEMBER 21, 1995, WITH A DURATION UNTIL 2100, AND ITS REGISTERED DOMICILE IS CALLE TTE. GRAL. X. X. XXXXX 000/00, XXXX XX XXXXXX XXXXX, XXXXXXX XXXXXXXX, XXXXXXXXX.

IN ACCORDANCE WITH ARTICLE 15 OF THE BY-LAWS OF THE BANK, THE BANK’S MAIN CORPORATE PURPOSE CONSISTS OF THE PERFORMANCE OF AUTHORIZED OPERATIONS AND TRANSACTIONS WITHIN THE BANKING AND FINANCIAL SECTORS.

THE CAPITAL STOCK OF THE BANK AS OF DECEMBER 31, 2010, THE DATE OF ITS MOST RECENT FINANCIAL STATEMENTS, WAS AR$562.3 MILLION, AND ITS SHAREHOLDERS’ EQUITY WAS AR$2,6 BILLION.

A-1

BEFORE THE CREATION OF THE PROGRAM, THE BANK ISSUED THE FOLLOWING NOTES: 1^ST ISSUANCE: US$75,000,000 NOTES ISSUED IN NOVEMBER 1991, WHICH MATURED IN NOVEMBER 1994. 2^ND ISSUANCE: US$175,000,000 EURODOCUMENTS SHORT TERM NOTE PROGRAM. THIS PROGRAM MATURED IN MARCH 1993. 3^RD ISSUANCE: US$50,000,000 NOTES ISSUED IN JUNE 1992, WHICH MATURED IN DECEMBER 1993. 4^TH ISSUANCE: US$100,000,000 NOTES ISSUED IN OCTOBER 1992, WHICH MATURED IN OCTOBER 1997. 5^TH ISSUANCE: US$50,000,000 NOTES ISSUED IN MARCH 1993, WHICH MATURED IN MARCH 1996. 6^TH ISSUANCE: US$900,000,000 GLOBAL NOTE PROGRAM DIVIDED INTO TWO SECTIONS: A- US$500,000,000 SHORT-TERM SECURITIES PROGRAM, B- US$400,000,000 MEDIUM-TERM SECURITIES PROGRAM. THIS PROGRAM MATURED IN AUGUST 1998. 7^TH ISSUANCE: US$200,000,000 NOTES ISSUED IN NOVEMBER 1993, WHICH MATURED ON NOVEMBER 1, 2003. 8^TH ISSUANCE: US$151,764,800 CONVERTIBLE NOTES ISSUED IN AUGUST 1994 AND CONVERTED INTO SHARES IN SEPTEMBER 1997. 9^TH ISSUANCE: US$500,000,000 GLOBAL SHORT-TERM PROGRAM. THIS PROGRAM MATURED IN FEBRUARY 2003. 10^TH ISSUANCE: US$1,000,000,000 MEDIUM- AND SHORT-TERM PROGRAM. THIS PROGRAM MATURED IN APRIL 2003. 11^TH ISSUANCE: US$2,000,000,000 GLOBAL ISSUANCE AND RE-ISSUANCE PROGRAM. THIS PROGRAM MATURED IN MAY 2009 AND HAS THREE CURRENT CLASSES: CLASS A AND CLASS B HAVE BEEN WHOLLY REDEEMED AND CLASS C-US$220,284,471 NOTES, ISSUED ON MAY 18, 2004, HAVE A MATURITY DATE OF JANUARY 1, 2019.

A-2

THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE BANK OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

Include the following Private Placement Legend on all Restricted Notes:

THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR OTHER SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (i) TO BANCO XX XXXXXXX Y BUENOS AIRES S.A., (ii) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, (iii) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, (iv) OUTSIDE OF THE UNITED STATES IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (v) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

A-3

IF REQUESTED BY BANCO XX XXXXXXX Y BUENOS AIRES S.A. OR BY ANY INITIAL PURCHASER SET FORTH IN THE APPLICABLE OFFERING DOCUMENTS, THE TRANSFEREE AGREES TO PROVIDE THE INFORMATION NECESSARY TO DETERMINE WHETHER THE TRANSFER OF THIS NOTE IS PERMISSIBLE UNDER THE SECURITIES ACT. THIS SECURITY AND RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS NOTE TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATED TO THE RESALE OR TRANSFER OF RESTRICTED NOTES GENERALLY. BY THE ACCEPTANCE OF THIS NOTE, THE HOLDER HEREOF SHALL BE DEEMED TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT. THE FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY ONLY AT THE OPTION OF BANCO XX XXXXXXX Y BUENOS AIRES S.A.

A-4

FORM OF FACE OF NOTE

BANCO XX XXXXXXX Y BUENOS AIRES S.A.

8.75% SENIOR NOTES DUE 2018



No. [__________]		Principal Amount U.S.$[________ ]

[If the Note is a Global Note include the following two lines:
as revised by the Schedule of Increases and
Decreases in Global Note attached hereto]


		[If the Note is a Global
		Rule 144A Note, insert:
		CUSIP NO.]

		[If the Note is a Global
		Regulation S Note, delete the
		reference to CUSIP NO. and
		replace it with:
		ISIN NO.]

Banco xx Xxxxxxx y Buenos Aires S.A., a corporation (sociedad anónima) formed in Argentina, promises to pay to Cede & Co., the nominee for The Depository Trust Company, or registered assigns, the principal sum of [________] U.S. Dollars [If the Note is a Global Note, add the following, as revised by the Schedule of Increases and Decreases in Global Note attached hereto], on May 4, 2018.


Interest Rate:		8.75%

Interest Payment Dates:		May 4 and November 4 of each year, commencing on November 4, 2011

Record Dates:		April 19 and October 20

Maturity Date:		May 4, 2018

A-5

Additional provisions of this Note are set forth on the other side of this Note.


		BANCO XX XXXXXXX Y BUENOS AIRES S.A.

		By:
				Name:
				Title:

		By:
				Name:
				Title:

TRUSTEE’S CERTIFICATE OF
AUTHENTICATION

The Bank of New York Mellon,
as Trustee, certifies
that this is one of
the Notes referred
to in the Indenture.


By:
	Authorized Signatory	Date: ____________

A-6

FORM OF REVERSE SIDE OF NOTE

1. Interest

Banco xx Xxxxxxx y Buenos Aires S.A., a corporation (sociedad anónima) formed in Argentina (and its successors and assigns under the Indenture hereinafter referred to, the “Bank”), promises to pay interest on the principal amount of this Note at the rate per annum shown above.

The Bank shall pay interest semi-annually in arrears on each Interest Payment Date of each year, commencing on November 4, 2011. Interest on the Notes shall accrue from the most recent date to which interest has been paid on the Notes or, if no interest has been paid, from May 4, 2011. The Bank shall pay interest on overdue principal (plus interest on such interest to the extent lawful), at the rate borne by the Notes to the extent lawful. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.

The Bank shall pay interest (including Post-Petition Interest in any proceeding under any Bankruptcy Law) on overdue principal and, to the extent such payments are lawful, interest on overdue installments of interest (“Defaulted Interest”) without regard to any applicable grace periods at the interest rate shown on this Note, as provided in the Indenture.

All payments made by the Bank in respect of the Notes shall be made free and clear of and without deduction or withholding for or on account of any present or future taxes, duties, assessments or other governmental charges imposed or levied by or on behalf of any jurisdiction where the Bank is incorporated or resident for tax purposes or from or through which any payment in respect of the Notes is made by the paying agent or the Bank, or any political subdivision thereof (a “Relevant Jurisdiction”), or any taxing authority of a Relevant Jurisdiction, unless such withholding or deduction is required by law or by the interpretation or administration thereof. In that event, the Bank shall pay to each Holder of the Notes Additional Amounts as provided in the Indenture subject to the limitations set forth in the Indenture.

2. Method of Payment

Prior to 11:00 a.m. (New York City time) on the Business Day prior to the date on which any principal of or interest on any Note is due and payable, the Bank shall irrevocably deposit with the Trustee or the Paying Agent money sufficient to pay such principal and/or interest. The Bank shall pay interest (except Defaulted Interest) to the Persons who are registered Holders of Notes at the close of business on the Record Date preceding the Interest Payment Date even if Notes are canceled, repurchased or redeemed after the Record Date and on or before the relevant Interest Payment Date; provided that (i) if and to the extent the Bank shall default in the payment of the interest (including Additional Amounts) due on such Interest Payment Date for such Note, such Defaulted Interest (including Additional Amounts) shall be paid to the Persons in whose names such Note is registered at the close of business on a Special Record Date (which shall be not less than 15 days prior to the date of payment of such Defaulted Interest) established by notice given by mail by or on behalf of the Bank to the Holders of Notes not less than 15 days preceding such Special Record Date and (ii) interest payable at Stated Maturity or upon acceleration will be payable to the person to whom principal shall be payable. Holders must surrender Notes to a Paying Agent to collect principal payments. The Bank shall pay principal and interest in U.S. Dollars.

B-1

Payments in respect of Notes represented by a Global Note (including principal and interest) shall be made by the transfer of immediately available funds to the accounts specified by DTC. None of the Bank, the Trustee or any Agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial interests. The Bank shall make all payments in respect of a Certificated Note (including principal and interest) by mailing a check to the registered address of each Holder thereof; provided, however, that payments on the Notes may also be made, in the case of a Holder of at least U.S.$1,000,000 aggregate principal amount of Notes, by wire transfer to a U.S. Dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account.

3. Paying Agent and Registrar

Initially, The Bank of New York Mellon (the “Trustee”), shall act as Trustee, Paying Agent and Registrar, Banco de Valores, S.A., shall act as Argentine registrar, paying agent, transfer agent and representative of the Trustee in Argentina, under the conditions set forth in the Indenture, and The Bank of New York Mellon (Luxembourg) S.A., shall act as Luxembourg paying agent and transfer agent. The Bank may appoint and change any Paying Agent, Registrar without notice to any Holder. The Bank may act as Paying Agent, Registrar.

4. Indenture

The Bank originally issued the Notes under an Indenture, dated as of May 4, 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Bank, the Trustee, Banco de Valores, S.A., as Argentine registrar, paying agent and transfer agent and representative of the Trustee in Argentina (under the conditions set forth in the Indenture) and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg paying agent and transfer agent. The terms of the Notes include those stated in the Indenture. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms. Each Holder by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended or supplemented from time to time.

The Notes are senior unsecured obligations of the Bank. Subject to the conditions set forth in the Indenture and without the consent of the Holders, the Bank may issue Additional Notes. All Notes shall be treated as a single class of securities under the Indenture.

The Indenture imposes certain limitations, subject to certain exceptions, on, among other things, the ability of the Bank and its Subsidiaries to consolidate or merge or transfer or convey all or substantially all of the Bank’s assets.

B-2

5. Optional Redemption

(a) Optional Redemption with a Make-Whole Premium. At any time prior to May 4, 2015, the Bank shall have the right, at its option, to redeem any of the Notes, in whole or in part, at any time or from time to time prior to their maturity at a redemption price equal to 100% of the principal amount of such Notes plus the Applicable Premium (as defined in the Indenture) and accrued and unpaid interest, if any, to but excluding the applicable date of redemption (subject to the rights of holders of Notes on the relevant Record Date to receive interest due on the relevant interest payment date); provided that at least U.S.$150,000,000 in principal amount of the Notes remains outstanding after such redemption. The Bank shall be responsible for calculating any Applicable Premium.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated maturity (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

“Comparable Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such Notes.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the Bank.

“Comparable Treasury Price” means, with respect to any redemption date (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotation or (2) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Reference Treasury Dealer” means UBS Securities LLC, Deutsche Bank Securities Inc. or their respective affiliates which are primary United States government securities dealers and not less than two other leading primary United States government securities dealers in New York City reasonably designated by the Bank; provided, however, that if any of the foregoing shall cease to be a primary United States government securities dealer in the United States of America (a “Primary Treasury Dealer”), the Bank will substitute therefor another Primary Treasury Dealer.

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked price for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 pm New York time on the third business day preceding such redemption date.

B-3

(b) Optional Redemption Without a Make-Whole Premium. At any time, or from time to time on or after May 4, 2015, the Bank may redeem the Notes, at its option, in whole or in part, at the following redemption prices, expressed as percentages of the principal amount on the redemption date, plus any accrued and unpaid interest to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period commencing on May 4 of any year set forth below:


Year	Percentage
2015		104.3750	%
2016		102.8875	%
2017		100.0000	%

(c) Optional Redemption Upon Tax Event. The Notes may be redeemed at the Bank’s election, as a whole, but not in part, by the giving of notice as provided in the Indenture, at a price in U.S. Dollars equal to the outstanding principal amount thereof, together with any Additional Amounts and accrued and unpaid interest to the redemption date, if, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) or treaties of a Relevant Jurisdiction (as defined in the Indenture) or any political subdivision or taxing authority thereof or therein, or any change in the official application, administration or interpretation of such laws, regulations, rulings or treaties in such Relevant Jurisdiction, the Bank has or will become obligated to pay Additional Amounts on the Notes, if such change or amendment is announced on or after the Issue Date and such obligation cannot be avoided by the Bank taking reasonable measures available to it (it being understood that changing the jurisdiction of the paying agent shall be a reasonable measure but changing the jurisdiction of the Bank shall not be a reasonable measure); provided, however, that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Bank would be obligated to pay such Additional Amounts, were a payment in respect of the Notes then due.

Notice of any redemption will be mailed at least 30 days but not more than 90 days before the redemption date to each holder of Notes to be redeemed.

Prior to the giving of notice of redemption of such Notes pursuant to the Indenture, the Bank will deliver to the Trustee an Officers’ Certificate and a written opinion of recognized Argentine counsel, independent of the Bank, to the effect that all governmental approvals necessary for the Bank to effect such redemption have been or at the time of redemption will be obtained and in full force and effect and that the Bank is entitled to effect such a redemption pursuant to the Indenture, and setting forth, in reasonable detail, the circumstances giving rise to such right of redemption.

Unless the Bank defaults in the payment of the redemption price, on and after the redemption date interest will cease to accrue on the Notes.

(d) Optional Redemption Procedures. If fewer than all of the Notes are being redeemed, the Notes to be redeemed shall be selected pro rata by DTC in the case of Notes represented by a Global Note or by the Trustee pro rata. No Notes of a principal amount of U.S.$150,000 or less may be redeemed in part and Notes of a principal amount in excess of U.S.$150,000 may be redeemed in part in multiples of U.S.$1,000 only. Once notice of redemption is sent to the holders, Notes called for redemption become due and payable at the redemption price on the redemption date, and, commencing on the redemption date, Notes redeemed will cease to accrue interest if the redemption price is paid in full.

B-4

Notice of any redemption shall be mailed by first-class mail, postage prepaid, at least 30 but not more than 90 days before the redemption date to Holders of Notes to be redeemed at their respective registered addresses. If Notes are to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed. For so long as the Notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF Market, and the rules of such exchange require, the Bank shall cause notices of redemption to also be published as provided under Section 10.1 of the Indenture. A new Note in a principal amount equal to the unredeemed portion thereof, if any, shall be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a Global Note shall be made, as appropriate).

Notes called for redemption shall become due on the date fixed for redemption. The Bank shall pay the redemption price for any Note together with accrued and unpaid interest thereon through the date of redemption. On and after the redemption date, interest shall cease to accrue on Notes or portions thereof called for redemption as long as the Bank has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture. Upon redemption of any Notes by the Bank, such redeemed Notes shall be cancelled.

6. Denominations; Transfer; Exchange

The Notes are in fully registered form without coupons, and only in minimum denominations of U.S.$150,000 and integral multiples of U.S.$1,000 in excess thereof. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar shall be entitled to request such evidence reasonably satisfactory to it documenting the identity and/or signatures of the transferor and the transferee. The Registrar need not register the transfer of or exchange (i) any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) for a period beginning 15 days before the mailing of a notice of Notes to be redeemed and ending on the date of such mailing or (ii) any Notes for a period beginning 15 days before an Interest Payment Date and ending on such Interest Payment Date.

7. Persons Deemed Owners

The registered holder of this Note shall be treated as the owner of it for all purposes.

8. Unclaimed Money

If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Bank at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Bank and not to the Trustee for payment.

B-5

9. Discharge Prior to Redemption or Maturity

Subject to certain conditions set forth in the Indenture, the Bank at any time may terminate some or all of its obligations under the Notes and the Indenture if the Bank deposits with the Trustee funds or U.S. Dollars for the payment of principal of and interest on the Notes to redemption or maturity, as the case may be.

10. Amendment, Waiver

(a) Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Bank and the Trustee may, among other things, amend or supplement the Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency; to provide for the assumption by a Successor Person of the obligations of the Bank under the Indenture; to secure the Notes; to add to the covenants of the Bank for the benefit of the Holders or to surrender any right or power herein conferred upon the Bank; to add an Event of Default for the benefit of the Holders; to conform the text of the Indenture or the Notes with the description thereof set forth in the “Description of the Notes” section of the Offering Memorandum; to comply with any requirement of the SEC in connection with the qualification of the Indenture under the U.S. Trust Indenture Act of 1939, as amended; to evidence the replacement of the Trustee as provided for under the Indenture; or to make any other amendment, modification or supplement not adverse to the Holders in any respect.

(b) Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the then Outstanding Notes and (ii) any default (other than with respect to nonpayment or in respect of a provision that cannot be amended or supplemented without the written consent of each Outstanding Note) or noncompliance with any provision may be waived with the written consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes. However, without the consent of each Holder affected thereby, no amendment may, among other things, reduce the percentage of the principal amount of the Notes whose Holders must consent to an amendment, supplement or waiver; reduce the rate of or change or have the effect of changing the time for payment of interest on any Notes; reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption, or reduce the redemption price therefor; make any Notes payable in money other than that stated in the Notes; make any change in the provisions of the Indenture entitling each Holder to receive payment of principal of, premium, if any, and interest on the Notes on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default; make any change in the Additional Amounts provisions of the Indenture that adversely affects the rights of any Holder or amend the terms of the Notes in a way that would result in a loss of exemption from any applicable taxes; or make any change to the provisions of the Indenture or the Notes that adversely affects the ranking of the Notes.

11. Defaults and Remedies

If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then Outstanding Notes may declare all the Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default, which shall result in the Notes being due and payable immediately upon the occurrence of such Events of Default.

B-6

Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest.

12. Trustee Dealings with the Bank

Subject to certain limitations set forth in the Indenture, the Trustee and the Agents under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Bank or its Affiliates and may otherwise deal with the Bank or its Affiliates with the same rights it would have if it were not Trustee.

13. No Recourse Against Others

No past, present or future incorporator, director, officer, employee, shareholder or controlling person, as such, of the Bank, shall have any liability for any obligations of the Bank under the Notes or the Indenture or for any claims based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

14. Authentication

This Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent acting on its behalf) manually signs the certificate of authentication on the other side of this Note.

15. Abbreviations

Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entirety), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to Minors Act).

16. CUSIP or ISIN Numbers

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Bank has caused CUSIP or ISIN numbers to be printed on the Notes and has directed the Trustee to use CUSIP or ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

B-7

17. Governing Law

This Note shall be governed by, and construed in accordance with, the laws of the State of New York, provided that all matters relating to the due authorization, execution, issuance and delivery of the Notes by the Bank, and matters relating to the legal requirements necessary in order for the Notes to qualify as “negotiable obligations” under Argentine law, shall be governed by the Negotiable Obligations Law and any other applicable Argentine laws and regulations.

18. Currency of Account; Conversion of Currency.

U.S. Dollars are the sole currency of account and payment for all sums payable by the Bank under or in connection with the Notes or the Indenture. The Bank shall indemnify the Holders as provided in respect of the conversion of currency relating to the Notes and the Indenture.

19. Agent for Service; Submission to Jurisdiction; Waiver of Immunities.

The parties hereto have agreed that any suit, action or proceeding arising out of or based upon the Indenture or the Notes may be instituted in any New York state or U.S. federal court in The City of New York, New York; provided that the Bank agrees that any suit, action, or proceeding against it arising out of or relating to the Indenture or the Notes, as the case may be, may be instituted in any court sitting in the City of Buenos Aires, the BASE’s Arbitral Tribunal, and any competent court in the place of its corporate domicile. The parties hereto have irrevocably submitted to the non-exclusive jurisdiction of such courts for such purpose and waived, to the fullest extent permitted by law, trial by jury, any objection they may now or hereafter have to the laying of venue of any such proceeding, and any claim they may now or hereafter have that any proceeding in any such court is brought in an inconvenient forum and any right to the jurisdiction of any other courts to which any of them may be entitled, on account of place of residence or domicile. The Bank has appointed CT Corporation System, as its authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any New York state or U.S. federal court in The City of New York, New York. To the extent that the Bank has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment in aid or otherwise) with respect to it or any of their property, the Bank has irrevocably waived and agreed not to plead or claim such immunity in respect of its obligations under the Indenture or the Notes.

Nothing in the preceding paragraph shall affect the right of the Trustee or any Holder of the Notes to serve process in any other manner permitted by law.

B-8

The Bank shall furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note in larger type. Requests may be made to:

Banco xx Xxxxxxx y Buenos Aires X.X.
Xxxxx 000, 00xx Xxxxx
(X0000XXX)
Xxxxxx Xxxxx, Xxxxxxxxx
Attention: Xxxxxxxx Lastiry
Fax No.: (00 00) 0000-0000

This Note shall be governed by and construed in accordance with the laws of the State of New York; provided that all matters relating to the due authorization, execution, issuance and delivery of the Notes by the Bank, and matters relating to the legal requirements necessary in order for the Notes to qualify as “obligaciones negociables” under Argentine law, shall be governed by the Argentine Negotiable Obligations Law No. 23,576, as amended, together with Argentine Business Companies Law No. 19,550, as amended and other applicable Argentine laws and regulations.

This Global Note does not qualify for the Argentine deposit insurance system established pursuant to Argentine Law No. 24,485, as amended, and does not benefit from the priority right granted to depositors pursuant to Article 49(d) and (e) of Argentine Law No. 21,526, as amended. This Global Note is not secured by any floating lien or special guarantee nor is this Global Note guaranteed by any other means or by any other entity.

B-9

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:

(Print or type assignee’s name, address and zip code)

(Insert assignee’s Social Security or Tax I.D. Number)

and irrevocably appoint __________ to transfer this Note on the books of the Bank. The agent may substitute another to act for him.


Date: ___________		Your Signature:
		(Sign exactly as your name appears on the other side of this Note.)


Signature Guarantee:
		(Signature must be guaranteed)

The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15.

B-10

[To be attached to Global Notes only]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The following increases or decreases in this Global Note have been made:

Amount of

Principal Amount

Signature of

decrease in

increase in

of this Global

authorized

Principal Amount

Note following

signatory of

Decrease

of this Global

such decrease or

Trustee or Note

or Increase

Note

increase

Custodian

B-11

EXHIBIT B

FORM OF CERTIFICATE FOR TRANSFER TO QIB


		[Date]

		[CUSIP _________]
		[ISIN __________]
		[Common Code ________]

[Trustee Address]


Re:		8.75% Senior Notes due 2018 (the “Notes”)
		of Xxxxx xx Xxxxxxx x Xxxxxx Xxxxx X.X. (the “Bank”)

Ladies and Gentlemen:

Reference is hereby made to the Indenture, dated as of May 4, 2011 (as amended and supplemented from time to time, the “Indenture”), among the Bank, The Bank of New York Mellon, as trustee, registrar, paying agent and transfer agent (the “Trustee”), Banco de Valores, S.A., as Argentine registrar, paying agent and transfer agent and representative of the Trustee in Argentina (under the conditions set forth in the Indenture) and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg paying agent and transfer agent. Capitalized terms used herein but not defined herein shall have the respective meanings given them in the Indenture.

This letter relates to U.S.$________ aggregate principal amount of Notes [in the case of a transfer of an interest in a Regulation S Global Note: which represents an interest in a Regulation S Global Note] beneficially owned by the undersigned (the “Transferor”) to effect the transfer of such Notes in exchange for an equivalent beneficial interest in the Rule 144A Global Note.

In connection with such request, and with respect to such Notes, the Transferor does hereby certify that such Notes are being transferred in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended (“Rule 144A”), to a transferee that the Transferor reasonably believes is purchasing the Notes for its own account or an account with respect to which the transferee exercises sole investment discretion, and the transferee, as well as any such account, is a “qualified institutional buyer” within the meaning of Rule 144A, in a transaction meeting the requirements of Rule 144A and in accordance with applicable securities laws of any state of the United States or any other jurisdiction.

B-12

You and the Bank are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.


Very truly yours,

[Name of Transferor]

By:



Authorized Signature

B-13

EXHIBIT C

FORM OF CERTIFICATE FOR TRANSFER
PURSUANT TO REGULATION S


		[Date]

		[CUSIP __________]
		[ISIN ___________]
		[Common Code __________]

[Trustee Address]


Re:		8.75% Senior Notes due 2018 (the “Notes”)
		of Xxxxx xx Xxxxxxx x Xxxxxx Xxxxx X.X. (the “Bank”)

Ladies and Gentlemen:

In connection with our proposed sale of U.S.$_______ aggregate principal amount of the Notes [in the case of a transfer of an interest in a Rule 144A Global Note:, which represent an interest in a Rule 144A Global Note] beneficially owned by the undersigned Transferor, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

(a) the offer of the Notes was not made to a person in the United States;

(b) either (i) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States or (ii) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States;

(c) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable;

C-1

(d) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and

(e) we are the beneficial owner of the principal amount of Notes being transferred.

In addition, if the sale is made during a Distribution Compliance Period and the provisions of Rule 904(b)(1) or Rule 904(b)(2) of Regulation S are applicable thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 904(b)(1) or Rule 904(b)(2), as the case may be.


Very truly yours,

[Name of Transferor]

By:



Authorized Signature

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EXHIBIT D

FORM OF CERTIFICATE FOR TRANSFER
PURSUANT TO RULE 144


		[Date]

		[CUSIP __________]
		[ISIN ________]
		[Common Code __________]

[Trustee Address]


Re:		8.75% Senior Notes due 2018 (the “Notes”)
		of Xxxxx xx Xxxxxxx x Xxxxxx Xxxxx X.X. (the “Bank”)

Ladies and Gentlemen:


Very truly yours,

[Name of Transferor]

By:



Authorized Signature

D-1

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BANCO DE GALICIA Y BUENOS AIRES, S.A. as Issuer, THE BANK OF NEW YORK MELLON as Trustee, Co-Registrar, Paying Agent and Transfer Agent and BANCO DE VALORES S.A. as Argentine Registrar, Paying Agent, Transfer Agent and Representative of the Trustee in...

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