1 EXHIBIT 10.1 EXECUTION COUNTERPART CREDIT AGREEMENT

1
EXHIBIT 10.1
EXECUTION COUNTERPART

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CREDIT AGREEMENT

dated as of

February 27, 1998

between

NEXTEL ARGENTINA S.R.L.
(formerly XxXxx Argentina S.A.),
The SUBSIDIARY GUARANTORS Party Hereto,

The LENDERS Party Hereto

and

THE CHASE MANHATTAN BANK,
as Administrative Agent

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U.S. $83,000,000
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2
TABLE OF CONTENTS

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ARTICLE I DEFINITIONS 1
SECTION 1.01. Defined Terms. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.02. Classification of Loans and Borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 1.03. Terms Generally. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 1.04. Accounting Terms; GAAP. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

ARTICLE II THE CREDITS 26
SECTION 2.01. The Commitments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 2.02. Loans and Borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 2.03. Requests for Borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 2.04. Letters of Credit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 2.05. Funding of Borrowings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 2.06. Interest Elections. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 2.07. Termination and Reduction of the Commitments. . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 2.08. Repayment of Loans; Evidence of Debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 2.09. Prepayment of Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 2.10. Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 2.11. Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 2.12. Alternate Rate of Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 2.13. Increased Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 2.14. Break Funding Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 2.15. Argentine Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing of Set-offs. . . . . . . . . . . . . . . . . 51
SECTION 2.17. Mitigation Obligations; Replacement of Lenders. . . . . . . . . . . . . . . . . . . . . . . . 54

ARTICLE III GUARANTEE 55
SECTION 3.01. The Guarantee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 3.02. Obligations Unconditional. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 3.03. Reinstatement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 3.04. Subrogation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 3.05. Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
SECTION 3.06. Instrument for the Payment of Money. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
SECTION 3.07. Continuing Guarantee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
SECTION 3.08. Rights of Contribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
SECTION 3.09. General Limitation on Guarantee Obligations. . . . . . . . . . . . . . . . . . . . . . . . . 58

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ARTICLE IV REPRESENTATIONS AND WARRANTIES 58
SECTION 4.01. Organization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 4.02. Authorization; Enforceability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 4.03. Governmental Approvals; No Conflicts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 4.04. Legal Form. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 4.05. Financial Condition; No Material Adverse Change. . . . . . . . . . . . . . . . . . . . . . . 60
SECTION 4.06. Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 4.07. Litigation and Environmental Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 4.08. Compliance with Laws and Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 4.09. Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 4.10. Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 4.11. Material Agreements and Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 4.12. Subsidiaries, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 4.13. Security Interests. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 4.14. Ranking. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 4.15. Commercial Activity; Absence of Immunity. . . . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 4.16. Use of Credit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 4.17. Real Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 4.18. Vendor Contract. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

ARTICLE V CONDITIONS 65
SECTION 5.01. Closing Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 5.02. Each Credit Event. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

ARTICLE VI AFFIRMATIVE COVENANTS 70
SECTION 6.01. Financial Statements and Other Information. . . . . . . . . . . . . . . . . . . . . . . . . . 70
SECTION 6.02. Notices of Material Events. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
SECTION 6.03. Existence; Conduct of Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
SECTION 6.04. Payment of Obligations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
SECTION 6.05. Maintenance of Properties; Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
SECTION 6.06. Books and Records; Inspection Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
SECTION 6.07. Compliance with Laws. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
SECTION 6.08. Use of Proceeds and Letters of Credit. . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
SECTION 6.09. Certain Obligations Respecting Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . 74
SECTION 6.10. Governmental Approvals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
SECTION 6.11. Certain Additional Collateral Security. . . . . . . . . . . . . . . . . . . . . . . . . . . . 75

ARTICLE VII NEGATIVE COVENANTS 78
SECTION 7.01. Indebtedness. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
SECTION 7.02. Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
SECTION 7.03. Fundamental Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80

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SECTION 7.04. Investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
SECTION 7.05. Restricted Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
SECTION 7.06. Transactions with Affiliates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
SECTION 7.07. Restrictive Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
SECTION 7.08. Certain Financial Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
SECTION 7.09. Modifications of Certain Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
SECTION 7.10. Fiscal Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
SECTION 7.11. Limitation on Optional Payments and Modifications of Debt Instruments. . . . . . . . . . . . 88

ARTICLE VIII EVENTS OF DEFAULT 89

ARTICLE IX THE ADMINISTRATIVE AGENT 93

ARTICLE X MISCELLANEOUS 95
SECTION 10.01. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
SECTION 10.02. Waivers; Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
SECTION 10.03. Expenses; Indemnity; Damage Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
SECTION 10.04. Successors and Assigns. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
SECTION 10.05. Survival. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
SECTION 10.06. Counterparts; Integration; Effectiveness. . . . . . . . . . . . . . . . . . . . . . . . . . 103
SECTION 10.07. Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
SECTION 10.08. Right of Setoff. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
SECTION 10.09. Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
SECTION 10.10. Jurisdiction, Service of Process and Venue. . . . . . . . . . . . . . . . . . . . . . . . . 104
SECTION 10.11. WAIVER OF JURY TRIAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
SECTION 10.12. No Immunity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
SECTION 10.13. Judgment Currency; Foreign Exchange. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
SECTION 10.14. Use of English Language. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
SECTION 10.15. Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
SECTION 10.16. Treatment of Certain Information; Confidentiality. . . . . . . . . . . . . . . . . . . . . . 107

SCHEDULE I - Commitments
SCHEDULE II - Government Approvals and Licenses
SCHEDULE III - Indebtedness
SCHEDULE IV - Material Agreements and Liens
SCHEDULE V - Restrictive Agreements
SCHEDULE VI - Litigation and Environmental Matters
SCHEDULE VII - Subsidiaries and Investments

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EXHIBIT A - Form of Borrowing Request
EXHIBIT B - Form of Assignment and Acceptance
EXHIBIT C-1 - - Form of Parent Pledge Agreement
EXHIBIT C-2 - - Form of Undertaking and Security Agreement
EXHIBIT D-1 - - Form of Capital Subscription Agreement
EXHIBIT D-2 - - Form of Consent and Agreement
EXHIBIT E - Form of Opinion of Special New York Counsel to the Relevant Parties
EXHIBIT F - Form of Opinion of Special Argentine Counsel to the Borrower
EXHIBIT G - Form of Opinion of Special Argentine Counsel to Chase

EXHIBIT H - Form of Opinion of Special New York Counsel to Chase
EXHIBIT I - Form of Guarantee Assumption Agreement
EXHIBIT J - Form of Process Agent Acceptance

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CREDIT AGREEMENT dated as of February 27, 1998, between NEXTEL
ARGENTINA S.R.L. (formerly XxXxx Argentina S.A.), the SUBSIDIARY GUARANTORS
party hereto, the LENDERS party hereto and THE CHASE MANHATTAN BANK, as
Administrative Agent.

The Borrower (as hereinafter defined) has requested that the
Lenders (as so defined) extend credit (by means of loans and letters of credit)
to it in an aggregate principal amount not exceeding U.S. $83,000,000 at any
one time outstanding (which amount may, in the circumstances herein provided be
increased to U.S. $150,000,000), the proceeds of such extensions of credit to
be used (a) in the case of Tranche A1 Loans, Tranche A2 Loans and Incremental
Facility Loans (as so defined), to finance the import of capital goods by the
Borrower into Argentina and (b) in the case of Tranche B1 Loans, Tranche B2
Loans and Incremental Facility Loans (as so defined), to finance capital
expenditures related to the development, expansion and upgrade of the
Borrower's network system, to finance permitted spectrum acquisitions by the
Borrower, and to finance the general working capital needs of the Borrower and
its subsidiaries. The Lenders are prepared to extend such credit upon the
terms and conditions hereof and, accordingly, the parties hereto agree as
follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Defined Terms. As used in this Agreement,
the following terms have the meanings specified below:

"ABR", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Alternate Base Rate.

"Adjusted LIBO Rate" means, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such
Interest Period multiplied by (b) the Statutory Reserve Rate.

"Administrative Agent" means The Chase Manhattan Bank, in its
capacity as administrative agent for the Lenders hereunder.

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"Administrative Questionnaire" means an Administrative
Questionnaire in a form supplied by the Administrative Agent.

"Affiliate" means, with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the Person
specified.

"Alternate Base Rate" means, for any day, a rate per annum
equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Base
CD Rate in effect on such day plus 1% and (c) the Federal Funds Effective Rate
in effect on such day plus 1/2 of 1%. Any change in the Alternate Base Rate
due to a change in the Prime Rate, the Base CD Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate,
respectively.

"Applicable Margin" means (a) 3.75% per annum in the case of
Eurodollar Loans and (b) 2.75% per annum in the case of ABR Loans.

"Applicable Percentage" means (a) with respect to any Tranche
A2 Lender for purposes of Section 2.04, the percentage of the total Tranche A2
Commitments represented by such Lender's Tranche A2 Commitment, (b) with
respect to any Tranche B2 Lender for purposes of Section 2.04, the percentage
of the total Tranche B2 Commitments represented by such Lender's Tranche B2
Commitment and (c) with respect to any Lender in respect of any indemnity claim
under Section 10.03(c) arising out of an action or omission of the
Administrative Agent under this Agreement, the percentage of the total
Commitments or Loans of all Classes hereunder represented by the aggregate
amount of such Lender's Commitment or Loans of all Classes hereunder.

"Argentina" means the Republic of Argentina.

"Argentine Taxes" means any and all Taxes imposed by Argentina
or any taxing authority thereof or therein, other than Excluded Taxes and Other
Taxes.

"Assessment Rate" means, for any day, the annual assessment
rate in effect on such day that is payable by a member of the Bank Insurance
Fund classified as "well-capitalized" and within supervisory subgroup "B" (or a
comparable successor risk classification) within the meaning of 12 C.F.R. Part
327 (or any successor provision) to the Federal Deposit Insurance Corporation
for insurance by such Corporation of time deposits made in U.S. Dollars at the
offices of such member in the United States; provided that if, as a result of
any change in any law, rule or regulation, it is no longer possible to
determine the Assessment

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Rate as aforesaid, then the Assessment Rate shall be such annual rate as shall
be determined by the Administrative Agent to be representative of the cost of
such insurance to the Lenders.

"Assignment and Acceptance" means an assignment and acceptance
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 10.04), and accepted by the Administrative
Agent, in the form of Exhibit B or any other form approved by the
Administrative Agent.

"Availability Period" means the period from and including the
Closing Date to and including the Commitment Termination Date.

"Average Life to Maturity" means, as at any date of
determination with respect to any Indebtedness, the quotient obtained by
dividing (a) the sum of the products of (i) the number of years from such date
of determination to the date or dates of each successive principal payment of
such Indebtedness multiplied by (ii) the amount of each such principal payment
by (b) the sum of all such principal payments.

"Base Case Projections" means the base case projections,
including the quarterly projections through December 31, 2000, agreed between
the Borrower and the Lenders.

"Base CD Rate" means the sum of (a) the Three-Month Secondary
CD Rate multiplied by the Statutory Reserve Rate plus (b) the Assessment Rate.

"Board" means the Board of Governors of the Federal Reserve
System of the United States of America.

"Borrower" means Nextel Argentina S.R.L., an Argentine
sociedad de responsabilidad limitada.

"Borrowing" means Loans of the same Class and Type, made,
converted or continued on the same date and, in the case of Eurodollar Loans,
as to which a single Interest Period is in effect.

"Borrowing Request" means a request by the Borrower for a
Borrowing in accordance with Section 2.03 substantially in the form of Exhibit
A.

"Business Day" means any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required
by law to remain closed; provided that, when used in connection with a
Eurodollar Loan, the term "Business Day" shall

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also exclude any day on which banks are not open for dealings in U.S. Dollar
deposits in the London interbank market.

"Capital Expenditures" means, for any period, the sum of (a)
expenditures (including the aggregate amount of Capital Lease Obligations
incurred during such period and the aggregate amount used to purchase handsets
for use in rental or leasing programs) made by the Borrower or any of its
Subsidiaries to acquire or construct fixed assets, plant and equipment
(including renewals, improvements and replacements, but excluding repairs)
during such period computed in accordance with GAAP plus (b) the value of
equipment contributed during such period directly or indirectly through the
Parent by the Parent Shareholder to the Borrower in respect of its Capital
Stock during such period as contemplated in the definition of "Equity Capital"
in this Section 1.01 (and, for purposes hereof, the amount of the "Capital
Expenditure" arising upon such contribution shall be deemed to be equal to the
value of such equipment so contributed as provided in the last sentence of such
definition of "Equity Capital").

"Capital Lease" means, with respect to any Person, any lease
of (or other arrangement conveying the right to use) real or personal property,
or a combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

"Capital Lease Obligations" of any Person means the
obligations of such Person to pay rent or other amounts under any Capital
Leases.

"Capital Stock" means, as to any Person, any and all shares,
quotas, interests, rights to purchase, warrants, options, participations or
other equivalents or interest in (however designated) the common or preferred
equity or equity or preference share capital of such Person, each of which
shall be nonredeemable.

"Capital Subscription Agreement" means a Capital Subscription
Agreement, substantially in the form of Exhibit D-1, pursuant to which the
Parent Shareholder agrees to capitalize the Parent and the Parent agrees to
capitalize the Borrower, in each case by investing in the equity capital of the
Parent and the Borrower, as applicable.

"Cayman Islands Pledge Agreement" means a Cayman Islands
Pledge Agreement between the holder or holders of all of the issued and
outstanding shares of Capital Stock of the Parent and the Administrative Agent,
pursuant to which such holders shall pledge such shares of Capital Stock under
the law of the Cayman Islands (and under such other laws as shall be
appropriate in each case in a manner and pursuant to documentation satisfactory
to the

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Administrative Agent), in each case in form and substance satisfactory to the
Administrative Agent.

"Change in Law" means (a) the adoption by any relevant
Governmental Authority of any law, decree, rule or regulation after the date of
this Agreement, (b) any change in any law, decree, rule or regulation or in the
interpretation or application thereof by any relevant Governmental Authority
after the date of this Agreement or (c) compliance by any Lender or the Issuing
Lender (or, for purposes of Section 2.13(b), by any lending office of such
Lender or by such Lender's or the Issuing Lender's holding company, if any)
with any request, guideline or directive (whether or not having the force of
law) of any Governmental Authority charged with the interpretation or
administration thereof made or issued after the date of this Agreement.

"Change of Control" means that the Parent Shareholder shall
fail to own directly or indirectly at least 51% of the fully diluted economic
equity interests in the Borrower and to have the right directly or indirectly
to vote a majority of the quotas of capital of the Borrower and appoint a
majority of the managers or administrators of the Borrower.

"Chase" means The Chase Manhattan Bank, a New York banking
corporation.

"Class" when used in reference to any Loan, Borrowing or
Letter of Credit, refers to whether such Loan, or the Loans comprising such
Borrowing, are Tranche A1 Loans, Tranche A2 Loans, Tranche B1 Loans, Tranche B2
Loans or Incremental Facility Loans, or whether such Letter of Credit is a
Tranche A2 Letter of Credit or a Tranche B2 Letter of Credit and, when used in
reference to any Commitment, refers to whether such Commitment is a Tranche A1
Commitment, Tranche A2 Commitment, Tranche B1 Commitment, Tranche B2 Commitment
or Incremental Facility Commitment.

"Closing Date" means the date on which the conditions
specified in Section 5.01 are satisfied (or waived in accordance with Section
10.02).

"Commitment" means a Tranche A1 Commitment, Tranche A2
Commitment, Tranche B1 Commitment, Tranche B2 Commitment or Incremental
Facility Commitment, or any combination thereof (as the context requires).

"Commitment Termination Date" means the Quarterly Date falling
on or nearest to March 31, 2000.

"Consent and Agreement" means a Consent and Agreement,
substantially in the form of Exhibit D-2, pursuant to which the Parent
Shareholder and the Parent consent to the

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collateral assignment by the Parent and the Borrower to the Administrative
Agent of their respective rights under the Capital Subscription Agreement

"Control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or
otherwise. "Controlling" and "Controlled" have meanings correlative thereto.

"Covered Property" means, collectively, the Licenses, all
contract rights (including rights relating to the Borrower's network system),
all material undertakings (including insurance policies), all equipment,
machinery, facilities, tangible personal property, inventory, real estate and
shares of capital stock or other ownership interests in Subsidiaries (other
than Excepted Property).

"Default" means any event or condition which constitutes an
Event of Default or which upon notice, lapse of time or both would, unless
cured or waived, become an Event of Default.

"Disposition" means any sale, assignment, transfer or other
disposition of any property (whether now owned or hereafter acquired) by the
Borrower or any of its Subsidiaries to any other Person. The term Dispose has
a meaning correlative thereto.

"Disposition Investment" means, with respect to any
Disposition, any promissory notes or other evidences of indebtedness or
Investments received by the Borrower or any of its Subsidiaries in connection
with such Disposition.

"EBITDA" means for any period, the sum, for the Borrower and
its Subsidiaries (determined on a consolidated basis without duplication in
accordance with GAAP), of the following: (a) net income (calculated before
taxes, Interest Expense, extraordinary and unusual items and income or loss
attributable to equity in affiliates) for such period plus (b) depreciation and
amortization (to the extent deducted in determining net income) for such
period.

"Environmental Laws" means all statutes, laws, rules,
regulations, codes, ordinances, orders, decrees, judgments, injunctions,
notices or binding agreements issued, promulgated or entered into by or with,
any Argentine Governmental Authority (or any other Governmental Authority
having jurisdiction over the business, operations or properties of the Borrower
or any of its Subsidiaries), relating in any way to the environment,
preservation or reclamation of natural resources, the management, release or
threatened release of any Hazardous Substance or to health and safety matters.

Credit Agreement
12
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"Environmental Liability" means any liability, contingent or
otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of the Borrower or any
Subsidiary directly or indirectly resulting from or based upon (a) violation of
any Environmental Law, (b) the generation, use, handling, transportation,
storage, treatment or disposal of any Hazardous Substances, (c) exposure to any
Hazardous Substance, (d) the release or threatened release of any Hazardous
Substances into the environment or (e) any contract, agreement or other
consensual arrangement pursuant to which liability is assumed or imposed with
respect to any of the foregoing.

"Equity Capital" means (i) the amount of cash consideration
paid to the Borrower in exchange for newly- issued Capital Stock of the
Borrower, (ii) the amount of any irrevocable contribution of cash to the
Borrower in respect of its Capital Stock made by any then-existing equityholder
and (iii) the value of equipment contributed directly or indirectly through the
Parent by the Parent Shareholder to the Borrower, in respect of its Capital
Stock, so long as such equipment is newly manufactured and has been purchased
by the Parent Shareholder from third party vendor(s), not an Affiliate, within
30 days prior to the date of delivery of such equipment to the Borrower. For
purposes hereof, the value of any equipment contributed to the Borrower as
contemplated by the foregoing clause (iii) shall be valued at the purchase
price therefor reflected on the invoice of the respective vendor.

"Equity Rights" means, with respect to any Person, any
subscriptions, options, warrants, commitments, preemptive rights or agreements
of any kind (including any shareholders' or voting trust agreements) for the
issuance, sale, registration or voting of, or securities convertible into, any
additional shares of capital stock or quotas of any class, or partnership or
other ownership interests of any type in, such Person.

"Eurodollar", when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are
bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

"Event of Default" has the meaning assigned to such term in
Article VIII.

"Excepted Property" means, as to any Person, (a) all
equipment, machinery and tangible personal property of such Person that is not
identified by serial numbers or similar identifying marks and (b) all desks,
personal computers and miscellaneous office supplies whether or not identified
by serial numbers or similar identifying marks.

Credit Agreement
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"Excess Cash Flow" means, for any fiscal year, (a) EBITDA for
such fiscal year minus (b) the sum of (i) Capital Expenditures made during such
fiscal year (except for any such Capital Expenditures to the extent financed
with the proceeds of Indebtedness, or Capital Lease Obligations, incurred
pursuant to Section 7.01 during such fiscal year) plus (ii) all regularly
scheduled payments of principal of Indebtedness (including, without limitation,
the principal component of any payments in respect of Capital Lease
Obligations) made during such fiscal year plus (iii) all Interest Expense for
such fiscal year plus (iv) the aggregate amount of taxes paid or payable in
respect of the income or profit of the Borrower and its Subsidiaries for such
fiscal year plus (iv) the aggregate amount by which Working Capital shall
increase (or minus the aggregate amount by which Working Capital shall
decrease) from the beginning of such fiscal year to the end of such fiscal
year.

"Excluded Taxes" means, with respect to the Administrative
Agent, the Issuing Lender, any Lender, or any other recipient of any payment to
be made by or on account of any obligation of the Borrower hereunder, (a)
income or franchise taxes imposed on (or measured by) its net income by the
jurisdiction under the laws of which such recipient is organized or in which
its principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (b) any tax similar to the branch profits
taxes imposed by the United States of America that is imposed by Argentina and
(c) in the case of a Foreign Lender (other than an assignee pursuant to a
request by the Borrower under Section 2.17(b)), any withholding tax that is
imposed on amounts payable to such Foreign Lender at a rate that does not
exceed the rate imposed at the time such Foreign Lender becomes a party to this
Agreement or is attributable to such Foreign Lender's failure to comply with
Section 2.15(c), except to the extent that such Foreign Lender's assignor (if
any) was entitled, at the time of assignment, to receive additional amounts
from the Borrower with respect to such withholding tax pursuant to Section
2.15(a).

"Federal Funds Effective Rate" means, for any day, the
weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of
the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for
such day for such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by it.

"Financial Officer" means the chief financial officer,
principal accounting officer, treasurer or controller of the Borrower.

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"Foreign Lender" means any Lender that is organized under the
laws of a jurisdiction other than Argentina.

"Funded Indebtedness" means, for any Person, any Indebtedness
of such Person of the type referred to in clauses (a) through (e) (inclusive)
and (h) of the definition of "Indebtedness" in this Section 1.01 (and any
Guarantees by such Person of any Funded Indebtedness of others).

"GAAP" means generally accepted accounting principles in
effect from time to time in the United States of America.

"Governmental Authority" means the government of the United
States of America, Argentina, any other nation or any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality,
regulatory body, court, central bank or other entity (including any federal or
other association of or with which any such nation may be a member or
associated) exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

"Guarantee" of or by any Person (the "guarantor") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having
the economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (b) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (c)
to maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party
in respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation; provided, that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business.

"Guarantee Assumption Agreement" means a Guarantee Assumption
Agreement substantially in the form of Exhibit I by an entity that, pursuant to
Section 6.09(a) is required to become a "Subsidiary Guarantor" hereunder in
favor of the Administrative Agent.

"Guaranteed Obligations" has the meaning assigned to such term
in Section 3.01.

Credit Agreement
15
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"Hazardous Substances" means any toxic, radioactive, caustic
or otherwise hazardous substance, including petroleum, its derivatives,
by-products and other hydrocarbons, including natural gas, or like substances,
each of which is subject to regulation under any Environmental Laws.

"Hedging Agreement" means any interest rate protection
agreement, foreign currency exchange agreement, commodity price protection
agreement or other interest or currency exchange rate or commodity price
hedging arrangement.

"Incremental Facility Commitment" of any Series means, with
respect to each Lender, the commitment, if any, of such Lender to make
Incremental Facility Loans of such Series, as such commitment may be (a)
reduced from time to time pursuant to Section 2.07 or 2.09(b) and (b) reduced
or increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 10.04. The amount of each Lender's Incremental Facility
Commitment of any Series shall be determined in accordance with the provisions
of Section 2.01(e). The aggregate amount of the Incremental Facility
Commitments of all Series shall not exceed U.S. $50,000,000.

"Incremental Facility Lenders" means, in respect of any series
of Incremental Facility Loans, a Lender with an Incremental Facility Commitment
of such Series or, if the Incremental Facility Commitments of such Series have
terminated or expired, a Lender with Incremental Facility Loans of such Series.

"Incremental Facility Loans" means the Loans described in
Section 2.01(e) which may be ABR Loans and/or Eurodollar Loans.

"Indebtedness" of any Person means, without duplication, (a)
all obligations of such Person for borrowed money or with respect to deposits
or advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person
upon which interest charges are customarily paid (excluding current accounts
payable and trade accounts payable incurred in the ordinary course of business
but including any of the foregoing arising pursuant to vendor financing
arrangements or the like), (d) all obligations of such Person under conditional
sale or other title retention agreements relating to property acquired by such
Person, (e) all obligations of such Person in respect of the deferred purchase
price of property or services (excluding current accounts payable and trade
accounts payable incurred in the ordinary course of business but including any
of the foregoing arising pursuant to vendor financing arrangements or the
like), (f) all Indebtedness of others secured by (or for which the holder of
such Indebtedness has an existing right, contingent or otherwise, to be secured
by) any Lien on property owned or acquired by such Person, whether or

Credit Agreement
16
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not the Indebtedness secured thereby has been assumed, (g) all Guarantees by
such Person of Indebtedness of others, (h) all Capital Lease Obligations of
such Person, (i) all obligations, contingent or otherwise, of such Person as an
account party in respect of letters of credit and letters of guaranty and (j)
all obligations, contingent or otherwise, of such Person in respect of bankers'
acceptances. The Indebtedness of any Person shall include the Indebtedness of
any other entity (including any partnership in which such Person is a general
partner) to the extent such Person is liable therefor as a result of such
Person's ownership interest in or other relationship with such entity, except
to the extent the terms of such Indebtedness provide that such Person is not
liable therefor.

"Information Memorandum" means the Confidential Information
Memorandum dated January 1998 prepared in connection with the syndication of
the facilities contemplated by this Agreement.

"Interconnection Agreement" means an Interconnection Agreement
with an Argentine carrier acceptable to the Required Lenders, sufficient for
the initial build-out of the Borrower's network system to the levels
contemplated by the Base Case Projections, and otherwise in form and substance
satisfactory to the Required Lenders.

"Interest Coverage Ratio" means, as at any date of
determination thereof, the ratio of (a) the product of EBITDA for the fiscal
quarter ending on or most recently ended prior to such date times four to (b)
Interest Expense for the period of four fiscal quarters ending on such date.

"Interest Election Request" means a request by the Borrower to
convert or continue a Borrowing in accordance with Section 2.06.

"Interest Expense" means, for any period, the sum, for the
Borrower and its Subsidiaries (determined on a consolidated basis without
duplication in accordance with GAAP), of the following: (a) all interest and
fees in respect of Indebtedness (including the interest component of any
payments in respect of Capital Lease Obligations) accrued or capitalized during
such period, but excluding any interest not required to be paid in cash during
such period plus (b) the net amount payable (or minus the net amount
receivable) under Hedging Agreements during such period (whether or not
actually paid or received during such period).

"Interest Payment Date" means (a) with respect to any ABR
Loan, each Quarterly Date and (b) with respect to any Eurodollar Loan, the last
day of the Interest Period applicable to the Borrowing of which such Loan is a
part and, in the case of a Eurodollar Borrowing with an Interest Period of more
than three months' duration, each day prior to the last day of such

Credit Agreement
17
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Interest Period that occurs at intervals of three months' duration after the
first day of such Interest Period.

"Interest Period" means, with respect to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing and ending on
the numerically corresponding day in the calendar month that is one, two, three
or six months thereafter, as the Borrower may elect; provided, that (i) if any
Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day, (ii) any
Interest Period that commences on the last Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in the last
calendar month of such Interest Period) shall end on the last Business Day of
the last calendar month of such Interest Period and (iii) if any Interest
Period commences before the Readjustment Date and would otherwise end
thereafter, such Interest Period shall end on the Readjustment Date, provided
that in no event shall any such Interest Period have a duration of less than
one month. For purposes hereof, the date of a Borrowing initially shall be the
date on which such Borrowing is made and thereafter shall be the effective date
of the most recent conversion or continuation of such Borrowing.

"Investment" means, for any Person: (a) the acquisition
(whether for cash, property, services or securities or otherwise) of capital
stock, quotas, bonds, notes, debentures, partnership or other ownership
interests or other securities of any other Person or any agreement to make any
such acquisition (including any "short sale" or any sale of any securities at a
time when such securities are not owned by the Person entering into such sale);
(b) the making of any deposit with, or advance, loan or other extension of
credit to, any other Person (including the purchase of property from another
Person subject to an understanding or agreement, contingent or otherwise, to
resell such property to such Person), but excluding any such advance, loan or
extension of credit having a term not exceeding 90 days arising in connection
with the sale of inventory or supplies or the providing of services by such
Person in the ordinary course of business; (c) the entering into of any
Guarantee of, or other contingent obligation with respect to, Indebtedness or
other liability of any other Person and (without duplication) any amount
committed to be advanced, lent or extended to such Person; or (d) the entering
into of any Hedging Agreement.

"Issuing Lender" means Chase, in its capacity as the issuer of
Letters of Credit hereunder, and its successors in such capacity as provided in
Section 2.04(j).

"LC Disbursement" means, as applicable, a Tranche A2 LC
Disbursement or a Tranche B2 LC Disbursement.

Credit Agreement
18
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"LC Exposure" means, collectively, the Tranche A2 LC Exposure
and the Tranche B2 LC Exposure.

"Lenders" means the Persons listed on Schedule I and any other
Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, other than any such Person that ceases to be a party hereto
pursuant to an Assignment and Acceptance.

"Letter of Credit" means, collectively, the Tranche A2 Letters
of Credit and the Tranche B2 Letters of Credit.

"Letter of Credit Documents" means, with respect to any Letter
of Credit, collectively, any application therefor and any other agreements,
instruments, guarantees or other documents (whether general in application or
applicable only to such Letter of Credit) governing or providing for (a) the
rights and obligations of the parties concerned or at risk with respect to such
Letter of Credit or (b) any collateral security for any of such obligations,
each as the same may be modified and supplemented and in effect from time to
time.

"Leverage Ratio" means, as at any date, the ratio of (a)
aggregate outstanding principal amount of all Funded Indebtedness of the
Borrower and its Subsidiaries (determined on a consolidated basis, without
duplication, in accordance with GAAP) on such date to (b) the product of EBITDA
for the fiscal quarter ending on or most recently ended prior to such date
times four.

"LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, the rate appearing on Page 3750 of the Dow Xxxxx
Markets Service (or on any successor or substitute page of such Service, or any
successor to or substitute for such Service, providing rate quotations
comparable to those currently provided on such page of such Service, as
determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates applicable to U.S. Dollar deposits in
the London interbank market) at approximately 11:00 a.m., London time, two
Business Days prior to the commencement of such Interest Period, as the rate
for U.S. Dollar deposits with a maturity comparable to such Interest Period.
In the event that such rate is not available at such time for any reason, then
the LIBO Rate with respect to such Eurodollar Borrowing for such Interest
Period shall be the rate at which U.S. Dollar deposits of U.S. $5,000,000 and
for a maturity comparable to such Interest Period are offered by the principal
London office of the Administrative Agent in immediately available funds in the
London interbank market at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period.

Credit Agreement
19
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"Licenses" means each license, concession, permit, consent,
authorization, registration or approval at any time necessary to enable the
Borrower to comply with any of its obligations under this Agreement and each
license described in Schedule II.

"Lien" means, with respect to any asset, (a) any mortgage,
deed of trust, lien, pledge, hypothecation, encumbrance, charge or security
interest in, on or of such asset, (b) the interest of a vendor or a lessor
under any conditional sale agreement, capital lease or title retention
agreement (or any financing lease having substantially the same economic effect
as any of the foregoing) relating to such asset and (c) in the case of
securities, any purchase option, call or similar right of a third party with
respect to such securities.

"Loan Documents" means, collectively, this Agreement, the
Letter of Credit Documents, the Security Documents and the Capital Subscription
Agreement.

"Loans" means the loans made by the Lenders to the Borrower
pursuant to this Agreement.

"Margin Stock" means "margin stock" within the meaning of
Regulations G, T, U and X of the Board.

"Material Adverse Effect" means any event, development or
circumstance that has had, or could reasonably be expected to have, a material
adverse effect on (a) the business, assets, property, condition, financial or
otherwise, or prospects of the Borrower and its Subsidiaries taken as a whole,
(b) the ability of the Borrower to perform any of its obligations under this
Agreement or any of the other Loan Documents to which it is a party, (c) the
validity or enforceability of any of the Loan Documents or the rights and
remedies of the Administrative Agent and the Lenders thereunder or (d) the
economic, political or regulatory environment in Argentina affecting the
business, operations, properties or prospects of the Borrower and its
subsidiaries.

"Maturity Date" means that Quarterly Date falling on or
nearest to March 31, 2003.

"Moody's" means Xxxxx'x Investors Service, Inc.

"Mortgages" means, collectively, each mortgage or other
similar instrument from time to time executed by any of the Obligors in favor
of the Administrative Agent and the Lenders (or in favor of Chase
individually), as provided in Section 6.11, covering the real property
identified in the Real Property Certificate, or any other real property
acquired by the

Credit Agreement
20
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Obligors after the date hereof as shall be required to be subjected to a Lien
in favor of the Administrative Agent pursuant to Section 6.11(a).

"Net Cash Payments" means, with respect to any Disposition,
the aggregate amount of all cash payments received by the Borrower or the
Subsidiaries directly or indirectly in connection with such Disposition,
whether at the time of such Disposition or after such Disposition under
deferred payment arrangements or Investments entered into or received in
connection with such Disposition (including Disposition Investments); provided
that

(a) Net Cash Payments shall be net of (i) the amount of any
legal, title and recording tax expenses, commissions and other fees
and expenses payable by the Borrower or any of its Subsidiaries in
connection with such Disposition and (ii) any Federal, state and local
income or other taxes estimated to be payable by the Borrower or any
of its Subsidiaries as a result of such Disposition, but only to the
extent that on the date of such Disposition the Borrower delivers a
certificate of a Financial Officer setting forth a calculation of the
amount of such estimated taxes and delivers an amount of such Net Cash
Payments equal to such estimated taxes to the Administrative Agent
until such payment of taxes is in fact made, it being understood that
to the extent the amount so deposited is not applied to such payment
of taxes by March 15 of the year immediately following the fiscal year
in which such Disposition shall have occurred, the remaining balance
shall be treated as "Net Cash Payments" for purposes of this Agreement
and shall be applied in accordance with the provisions of Section
2.09(b)(iii) (and, in the event the Borrower shall elect, pursuant to
Section 2.09(b)(iii) to reinvest such remaining balance into
replacement assets, the twelve-month period provided for in Section
2.09(b)(iii) shall be measured from such March 15), and

(b) Net Cash Payments shall be net of any repayments by the
Borrower or any of its Subsidiaries of Indebtedness to the extent that
(i) such Indebtedness is secured by a Lien on the property that is the
subject of such Disposition and the transferee of (or holder of a Lien
on) such property requires that such Indebtedness be repaid as a
condition to the purchase of such property or (ii) such Indebtedness
requires that it be repaid as a condition to such Disposition.

"Non-Material Subsidiary" means, as at any date, any
Subsidiary of the Borrower that, individually and together with all other
Non-Material Subsidiaries, has consolidated assets with a book value of less
than 5% of the book value of the total consolidated assets of the Borrower and
all of its Subsidiaries (determined on the date of the most recent balance
sheet required to have been provided to the Lenders pursuant to Section 6.01).

Credit Agreement
21
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"Obligor" means the Borrower and each Subsidiary Guarantor.

"Other Taxes" means any and all present or future stamp or
documentary taxes or any other excise or property taxes, sales or value added
taxes or charges or similar levies arising from any payment made under any Loan
Document or from the execution, delivery or enforcement of, or otherwise with
respect to, any Loan Document.

"Paging Business" means the business consisting of owning and
utilizing one or more paging licenses and the assets, receivables and payables
associated therewith.

"Parent" means Nextel International (Argentina), Ltd., a
Cayman Islands company.

"Parent Pledge Agreements" means, collectively, (a) a Pledge
Agreement (Prenda de Cuotas) substantially in the form of Exhibit C-1 between
the Parent, Nextel International (Holdings) Ltd. and the Administrative Agent
and (b) such other pledge agreements as shall from time to time be executed and
delivered by the Parent or any other holder of quotas of capital of the
Borrower pursuant to Section 6.11(a).

"Parent Shareholder" means Nextel International, Inc., a
Washington corporation.

"Permitted Encumbrances" means:

(a) Liens imposed by law for taxes that are not yet due or
are being contested in compliance with Section 6.04;

(b) carriers', warehousemen's, mechanics', materialmen's,
repairmen's and other like Liens imposed by law, arising in the
ordinary course of business and securing obligations that are not
overdue by more than 30 days or are being contested in compliance with
Section 6.04;

(c) pledges and deposits made in the ordinary course of
business in compliance with workers' compensation, unemployment
insurance and other social security laws or regulations;

(d) deposits to secure the performance of bids, trade
contracts, leases, statutory obligations, surety and appeal bonds,
performance bonds and other obligations of a like nature, in each case
in the ordinary course of business;

Credit Agreement
22
- 17 -

(e) judgment liens in respect of judgments that do not
constitute an Event of Default under clause (k) of Article VIII; and

(f) easements, zoning restrictions, rights-of-way and similar
encumbrances on real property imposed by law or arising in the
ordinary course of business that do not secure any monetary
obligations and do not materially detract from the value of the
affected property or interfere with the ordinary conduct of business
of the Borrower or any Subsidiary;

provided that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.

"Permitted Investments" means:

(a) direct obligations of, or obligations the principal of
and interest on which are unconditionally guaranteed by, the United
States of America (or by any agency thereof to the extent such
obligations are backed by the full faith and credit of the United
States of America), in each case maturing within one year from the
date of acquisition thereof;

(b) investments in commercial paper maturing within 270 days
from the date of acquisition thereof and having, at such date of
acquisition, the highest credit rating obtainable from S&P or from
Moody's;

(c) investments in certificates of deposit, banker's
acceptances and time deposits maturing within 180 days from the date
of acquisition thereof issued or guaranteed by or placed with, and
money market deposit accounts issued or offered by, any domestic
office of any commercial bank organized under the laws of the United
States of America or any State thereof which has a combined capital
and surplus and undivided profits of not less than U.S. $250,000,000;

(d) fully collateralized repurchase agreements with a term of
not more than 30 days for securities described in clause (a) of this
definition and entered into with a financial institution satisfying
the criteria described in clause (c) of this definition;

(e) obligations maturing or capable of redemption by the
holder not more than 12 months after the date of acquisition and
issued or guaranteed by (i) any entity which has one of the two
highest ratings for short- term obligations from a credit rating
agency of international standing or (ii) Argentina;

Credit Agreement
23
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(f) demand deposits, time deposits, certificates of deposit
or other obligations (including acceptances) maturing or capable of
redemption by the holder not more than 12 months after the date of
acquisition which are issued, accepted or guaranteed by an Argentine
banking institution having capital funds and reserves of not less than
U.S. $250,000,000 and deposits in which are classified in the highest
investment category granted by a rating agency of international
standing, provided that, deposits in or investments with any one such
bank shall not at one time exceed U.S. $5,000,000 and with all such
banks shall not at one time exceed U.S. $20,000,000; and

(g) money market funds that are classified in the highest
investment category granted by a rating agency of international
standing and are managed or administered by an Argentine banking
institution having capital funds and reserves of not less than U.S.
$250,000,000 (or that is a Subsidiary of a Lender).

"Person" means any natural person, corporation, limited
liability company, trust, joint venture, association, company, partnership,
Governmental Authority or other entity.

"Prime Rate" means the rate of interest per annum publicly
announced from time to time by The Chase Manhattan Bank as its prime rate in
effect at its principal office in New York City; each change in the Prime Rate
shall be effective from and including the date such change is publicly
announced as being effective.

"Principal Payment Dates" means the Quarterly Dates falling on
or nearest to March, June, September and December of each year, commencing with
September 30, 2000 through and including March 31, 2003.

"Process Agent" has the meaning assigned to such term in
Section 10.10(b).

"Process Agent Acceptance" means a letter from the Process
Agent to the Administrative Agent, substantially in the form of Exhibit J.

"Quarterly Dates" means the last Business Day of March, June,
September, December in each year, the first of which shall be the first such
day after the date hereof.

"Readjustment Date" has the meaning assigned to such term in
Section 2.02(e)(iii).

"Real Property Certificate" has the meaning assigned to such
term in Section 5.01(u).

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"Register" has the meaning set forth in Section 10.04.

"Related Parties" means, with respect to any specified Person,
such Person's Affiliates and the respective directors, officers, employees,
agents, advisors and managers of such Person and such Person's Affiliates.

"Relevant Party" means the Borrower, the Parent, the Parent
Shareholder or any of their Subsidiaries.

"Required Lenders" means, at any time, Lenders having Tranche
A1 Loans, Tranche A2 Exposures, Tranche B1 Loans, Tranche B2 Exposures,
Incremental Facility Loans and unused Commitments representing more than 50% of
the sum of the total outstanding Tranche A1 Loans, Tranche A2 Exposures,
outstanding Tranche B1 Loans, Tranche B2 Exposures, Incremental Facility Loans
and unused Commitments at such time. The "Required Lenders" of a particular
Class of Loans means Lenders having Tranche A1 Loans, Tranche A2 Exposures,
Tranche B1 Loans, Tranche B2 Exposures, Incremental Facility Loans and unused
Commitments, as applicable, of such Class representing more than 50% of the sum
of the total Tranche A1 Loans, Tranche A2 Exposures, Tranche B1 Loans, Tranche
B2 Exposures, Incremental Facility Loans and unused Commitments, as applicable,
at such time.

"Restricted Payment" means any dividend or other distribution
(whether in cash, securities or other property) with respect to any shares of
any class or quotas of capital of the Borrower or any of its Subsidiaries, or
any payment (whether in cash, securities or other property), including any
sinking fund or similar deposit, on account of the purchase, redemption,
retirement, acquisition, cancellation or termination of any such quotas of
capital of the Borrower or any option, warrant or other right to acquire any
such quotas of capital of the Borrower.

"S&P" means Standard & Poor's Ratings Group.

"Security Agreements" means, collectively, (a) the
assignments, security agreements and similar instruments executed and delivered
on the Closing Date pursuant to Section 5.01(h) covering personal property of
the Obligors and (b) such additional assignments, security agreements and
similar instruments from time to time executed by any of the Obligors pursuant
to Section 6.11(b).

"Security Documents" means, collectively, the Parent Pledge
Agreement, the Undertaking and Security Agreement, the Cayman Islands Pledge
Agreement, the Security Agreements, the Mortgages, the Consent and Agreement
and all instruments required hereby or thereby to be filed with respect to the
Liens created pursuant thereto.

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"Series" has the meaning set forth in Section 2.01(c).

"Statutory Reserve Rate" means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board to which the Administrative Agent is
subject (a) with respect to the Base CD Rate, for new negotiable nonpersonal
time deposits in U.S. Dollars of over U.S. $100,000 with maturities
approximately equal to three months and (b) with respect to the Adjusted LIBO
Rate, for eurocurrency funding (currently referred to as "Eurocurrency
Liabilities" in Regulation D of the Board). Such reserve percentages shall
include those imposed pursuant to such Regulation D. Eurodollar Loans shall be
deemed to constitute eurocurrency funding and to be subject to such reserve
requirements without benefit of or credit for proration, exemptions or offsets
that may be available from time to time to any Lender under such Regulation D
or any comparable regulation. The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.

"Subscribers" means, as at any date, the number of digital
handsets (including car phones) in use by customers of the Borrower and its
Subsidiaries subscribing to, and paying for, SRCE service (Servicio
Radioelectrico de Concentracion de Enlaces) provided by the Borrower or any of
its Subsidiaries, so long as such customers have been subscribing to such
service for a period of not less than 30 days as of such date (but excluding
any such customer to the extent the accounts receivable generated by operation
of such unit are more than 90 days past due as of such date).

"Subsidiary" means, with respect to any Person (the "parent")
at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with
those of the parent in the parent's consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date, as
well as any other corporation, limited liability company, partnership,
association or other entity (a) 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 (b) 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. Unless otherwise specified, "Subsidiary" means a subsidiary of
the Borrower.

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"Subsidiary Guarantor" means each Subsidiary of the Borrower
that becomes a "Subsidiary Guarantor" after the date hereof pursuant to Section
6.09(a).

"Taxes" means any and all present or future taxes, levies,
imposts, duties, deductions, charges, value added taxes or withholdings imposed
by any Governmental Authority.

"Term Commitment" means, collectively, the Tranche A1
Commitments, Tranche A2 Commitments, Tranche B1 Commitments and Tranche B2
Commitments.

"Term Loans" means, collectively, the Tranche A1 Loans,
Tranche A2 Loans, Tranche B1 Loans and Tranche B2 Loans.

"Three-Month Secondary CD Rate" means, for any day, the
secondary market rate for three-month certificates of deposit reported as being
in effect on such day (or, if such day is not a Business Day, the next
preceding Business Day) by the Board through the public information telephone
line of the Federal Reserve Bank of New York (which rate will, under the
current practices of the Board, be published in Federal Reserve Statistical
Release H.15(519) during the week following such day) or, if such rate is not
so reported on such day or such next preceding Business Day, the average of the
secondary market quotations for three-month certificates of deposit of major
money center banks in New York City received at approximately 10:00 a.m., New
York City time, on such day (or, if such day is not a Business Day, on the next
preceding Business Day) by the Administrative Agent from three negotiable
certificate of deposit dealers of recognized standing selected by it.

"Tranche A1 Commitment" means, with respect to each Lender,
the commitment, if any, of such Lender to make a Tranche A1 Loan hereunder,
expressed as an amount representing the maximum principal amount of the Tranche
A1 Loan to be made by such Lender hereunder, as such commitment may be (a)
reduced from time to time pursuant to Section 2.02(e), 2.07 or 2.09(b) and (b)
reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 10.04. The initial amount of each Lender's Tranche
A1 Commitment is set forth on Schedule I, or in the Assignment and Acceptance
pursuant to which such Lender shall have assumed its Term Commitment, as
applicable. The original aggregate principal amount of the Tranche A1
Commitments is U.S. $15,000,000.

"Tranche A1 Lender" means a Lender with a Tranche A1
Commitment or, if the Tranche A1 Commitments have terminated or expired, an
outstanding Tranche A1 Loan.

"Tranche A1 Loan" means the Loans made pursuant to Section
2.01(a) which may be ABR Loans and/or Eurodollar Loans.

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"Tranche A2 Commitment" means, with respect to each Lender,
the commitment, if any, of such Lender to make one or more Tranche A2 Loans and
to acquire participations in Letters of Credit hereunder during the
Availability Period, expressed as an amount representing the maximum aggregate
principal amount of the Tranche A2 Loans and Tranche A2 LC Exposures, as the
case may be, to be made by such Lender hereunder, as such commitment may be (a)
reduced from time to time pursuant to Section 2.07 or 2.09(b), (b) increased
pursuant to Section 2.02(e) and (c) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to Section 10.04. The
initial amount of each Lender's Tranche A2 Commitment is set forth on Schedule
I, or in the Assignment and Acceptance pursuant to which such Lender shall have
assumed its Term Commitment, as applicable. The original aggregate principal
amount of the Tranche A2 Commitments is U.S. $26,500,000.

"Tranche A2 Exposure" means, with respect to any Lender at any
time, the sum of the outstanding principal amount of such Lender's Tranche A2
Loans and its Tranche A2 LC Exposure at such time.

"Tranche A2 LC Disbursement" means a payment made by the
Issuing Lender pursuant to a Tranche A2 Letter of Credit.

"Tranche A2 LC Exposure" means, at any time, the sum of (a)
the aggregate undrawn amount of all outstanding Tranche A2 Letters of Credit at
such time plus (b) the aggregate amount of all Tranche A2 LC Disbursements that
have not yet been reimbursed by or on behalf of the Borrower at such time. The
Tranche A2 LC Exposure of any Lender at any time shall be its Applicable
Percentage of the total Tranche A2 LC Exposure at such time.

"Tranche A2 Lender" means a Lender with a Tranche A2
Commitment or, if the Tranche A2 Commitments have terminated or expired, a
Lender with Tranche A2 Exposure.

"Tranche A2 Letter of Credit" means any letter of credit
issued pursuant to this Agreement that, at the request of the Borrower, is to
constitute a "Tranche A2 Letter of Credit" hereunder.

"Tranche A2 Loan" means the Loans made pursuant to Section
2.01(b) which may be ABR Loans and/or Eurodollar Loans.

"Tranche B1 Commitment" means, with respect to each Lender,
the commitment, if any, of such Lender to make a Tranche B1 Loan hereunder,
expressed as an amount

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representing the maximum principal amount of the Tranche B1 Loan to be made by
such Lender hereunder, as such commitment may be (a) reduced from time to time
pursuant to Section 2.02(e), 2.07 or 2.09(b) and (b) reduced or increased from
time to time pursuant to assignments by or to such Lender pursuant to Section
10.04. The initial amount of each Lender's Tranche B1 Commitment is set forth
on Schedule I, or in the Assignment and Acceptance pursuant to which such
Lender shall have assumed its Term Commitment, as applicable. The original
aggregate principal amount of the Tranche B1 Commitments is U.S. $15,000,000.

"Tranche B1 Lender" means a Lender with a Tranche B1
Commitment or, if the Tranche B1 Commitments have terminated or expired, an
outstanding Tranche B1 Loan.

"Tranche B2 Commitment" means, with respect to each Lender,
the commitment, if any, of such Lender to make one or more Tranche B2 Loans and
to acquire participations in Letters of Credit hereunder during the
Availability Period, expressed as an amount representing the maximum aggregate
principal amount of the Tranche B2 Loans and Tranche B2 LC Exposures, as the
case may be, to be made by such Lender hereunder, as such commitment may be (a)
reduced from time to time pursuant to Section 2.07 or 2.09(b), (b) increased
pursuant to Section 2.02(e) and (c) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to Section 10.04. The
initial amount of each Lender's Tranche B2 Commitment is set forth on Schedule
I, or in the Assignment and Acceptance pursuant to which such Lender shall have
assumed its Term Commitment, as applicable. The original aggregate principal
amount of the Tranche B2 Commitments is U.S. $26,500,000.

"Tranche B1 Loan" means the Loans made pursuant to Section
2.01(c) which may be ABR Loans and/or Eurodollar Loans.
"Tranche B2 Exposure" means, with respect to any Lender at any
time, the sum of the outstanding principal amount of such Lender's Tranche B2
Loans and its Tranche B2 LC Exposure at such time.

"Tranche B2 LC Disbursement" means a payment made by the
Issuing Lender pursuant to a Tranche B2 Letter of Credit.

"Tranche B2 LC Exposure" means, at any time, the sum of (a)
the aggregate undrawn amount of all outstanding Tranche B2 Letters of Credit at
such time plus (b) the aggregate amount of all Tranche B2 LC Disbursements that
have not yet been reimbursed by or on behalf of the Borrower at such time. The
Tranche B2 LC Exposure of any Lender at any time shall be its Applicable
Percentage of the total Tranche B2 LC Exposure at such time.

Credit Agreement
00
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"Xxxxxxx X0 Xxxxxx" means a Lender with a Tranche B2
Commitment or, if the Tranche B2 Commitments have terminated or expired, a
Lender with Tranche B2 Exposure.

"Tranche B2 Letter of Credit" means any letter of credit
issued pursuant to this Agreement that, at the request of the Borrower, is to
constitute a "Tranche B2 Letter of Credit" hereunder.

"Tranche B2 Loan" means the Loans made pursuant to Section
2.01(d) which may be ABR Loans and/or Eurodollar Loans.

"Transactions" means the execution, delivery and performance
by the Borrower of this Agreement and the other Loan Documents, the borrowing
of Loans, the use of the proceeds thereof and the issuance of Letters of Credit
hereunder.

"Type", when used in reference to any Loan or Borrowing,
refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Adjusted LIBO Rate or the
Alternate Base Rate.

"Undertaking and Security Agreement" means an Undertaking and
Security Agreement substantially in the form of Exhibit C-2 between the Parent,
the Borrower and the Administrative Agent.

"U.S. Dollars" or "U.S. $" refers to lawful money of the
United States of America.

"Vendor Contract" means, collectively, the Integrated Dispatch
Enhanced Network ("iDEN") Equipment Purchase Agreement and the Integrated
Dispatch Enhanced Network ("iDEN") Installation and Optimization Agreement,
each executed as of May 26, 1997 between Motorola, Inc., a Delaware
corporation, by and through its iDEN Infrastructure Group and the Borrower, and
including in each case any replacements thereof.

"Working Capital" means, as at any date, (a) the aggregate
amount of inventory, accounts receivable and prepaid expenses of the Borrower
and its Subsidiaries (determined on a consolidated basis without duplication in
accordance with GAAP) minus (b) current accrued expenses and accounts payable
of the Borrower and its Subsidiaries (determined on a consolidated basis
without duplication in accordance with GAAP).

SECTION 1.02. Classification of Loans and Borrowings. For
purposes of this Agreement, Loans may be classified and referred to by Class
(e.g., a "Tranche A1 Loan") or by

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Type (e.g., a "Eurodollar Loan") or by Class and Type (e.g., a "Eurodollar
Tranche A1 Loan"); each Series of Incremental Facility Loans shall be deemed a
separate Class of Loans hereunder. Borrowings also may be classified and
referred to by Class (e.g., a "Tranche A1 Borrowing") or by Type (e.g., a
"Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar Tranche A1
Borrowing"); each Series of Incremental Facility Borrowings and Incremental
Facility Commitments shall be deemed a separate Borrowing and Commitment
hereunder.

SECTION 1.03. Terms Generally. The definitions of terms
herein shall apply equally to the singular and plural forms of the terms
defined. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. The words "include",
"includes" and "including" shall be deemed to be followed by the phrase
"without limitation". The word "will" shall be construed to have the same
meaning and effect as the word "shall". Unless the context requires otherwise
(a) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument
or other document as from time to time amended, supplemented or otherwise
modified (subject to any restrictions on such amendments, supplements or
modifications set forth herein), (b) any reference herein to any Person shall
be construed to include such Person's successors and assigns, (c) the words
"herein", "hereof" and "hereunder", and words of similar import, shall be
construed to refer to this Agreement in its entirety and not to any particular
provision hereof, (d) all references herein to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and Exhibits
and Schedules to, this Agreement and (e) the words "asset" and "property" shall
be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.

SECTION 1.04. Accounting Terms; GAAP. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP, as in effect from time to time; provided
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the
Borrower that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have
been withdrawn or such provision amended in accordance herewith.

Credit Agreement
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ARTICLE II

THE CREDITS

SECTION 2.01. The Commitments.

(a) Tranche A1 Loans. Subject to the terms and conditions
set forth herein, each Tranche A1 Lender agrees to make up to three term loans
to the Borrower during the period commencing on the Closing Date and ending on
the date 60 days thereafter in an aggregate principal amount that will not
result in (i) the outstanding principal amount of such Lender's Tranche A1
Loans exceeding such Lender's Tranche A1 Commitment or (ii) the total
outstanding principal amount of Tranche A1 Loans exceeding the total Tranche A1
Commitments. Amounts prepaid in respect of Tranche A1 Loans may not be
reborrowed.

(b) Tranche A2 Loans. Subject to the terms and conditions
set forth herein, each Tranche A2 Lender agrees to make one or more term loans
to the Borrower during the Availability Period in an aggregate principal amount
that will not result in (i) such Lender's Tranche A2 Exposure exceeding such
Lender's Tranche A2 Commitment or (ii) the total Tranche A2 Exposures exceeding
the total Tranche A2 Commitments. Amounts repaid in respect of Tranche A2
Loans may not be reborrowed.

(c) Tranche B1 Loans. Subject to the terms and conditions
set forth herein, each Tranche B1 Lender agrees to make up to three term loans
to the Borrower during the period commencing on the Closing Date and ending on
the date 60 days thereafter in a principal amount that will not result in (i)
the outstanding principal amount of such lender's Tranche B1 Loans exceeding
such Lender's Tranche B1 Commitment or (ii) the total outstanding principal
amount of Tranche B1 Loans exceeding the total Tranche B1 Commitments. Amounts
repair in respect of Tranche B1 Loans may not be reborrowed.

(d) Tranche B2 Loans. Subject to the terms and conditions
set forth herein, each Tranche B2 Lender agrees to make one or more term loans
to the Borrower during the Availability Period in an aggregate principal amount
that will not result in (i) such Lender's Tranche B2 Exposure exceeding such
Lender's Tranche B2 Commitment or (ii) the total Tranche B2 Exposures exceeding
the total Tranche B2 Commitments. Amounts repaid in respect of Tranche B2
Loans may not be reborrowed.

(e) Incremental Facility Loans. In addition to Borrowings of
Term Loans, at any time and from time to time during the Availability Period
the Borrower may request that the

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Lenders offer to enter into commitments to make additional term loans to the
Borrower hereunder provided such loans are matched, on a one-to-one basis, with
additional capital invested by the Parent Shareholder in the Parent, and by the
Parent in the Borrower, in excess of the amount by which the Parent Shareholder
and the Parent have agreed, as at such date, to capitalize the Parent and the
Borrower, respectively, pursuant to the Capital Subscription Agreement. Each
such commitment of any Lender shall not be less than U.S. $5,000,000 and not
greater than U.S. $50,000,000. In the event that one or more of the Lenders
offer, in their sole discretion, to enter into such commitments, and such
Lenders and the Borrower agree as to the amount of such commitments that shall
be allocated to the respective Lenders making such offers, and the fees (if
any) to be payable by the Borrower in connection therewith, such Lenders shall
become obligated to make Incremental Facility Loans under this Agreement in an
amount equal to the amount of their Incremental Facility Commitments.

The Incremental Facility Loans to be made pursuant to any such
agreement between the Borrower and one or more Lenders in response to any
request by the Borrower shall be deemed to be a separate "Series" of
Incremental Facility Loans for all purposes of this Agreement. Anything herein
to the contrary notwithstanding, (i) the minimum aggregate principal amount of
Incremental Facility Commitments entered into pursuant to any such request
shall be U.S. $10,000,000 and (ii) the aggregate principal amount of all
Commitments and Borrowings of Incremental Facility Loans shall not exceed U.S.
$50,000,000.

Following agreement by the Borrower and one or more of the
Lenders as provided above, subject to the terms and conditions set forth
herein, each Incremental Facility Lender of any Series agrees to make
Incremental Facility Loans of such Series to the Borrower from time to time, in
an aggregate principal amount up to but not exceeding the amount of the
Incremental Facility Commitment of such Series of such Incremental Facility
Lender. Amounts repaid in respect of Incremental Facility Loans may not be
reborrowed.

(f) Aggregate Borrowings. Notwithstanding the foregoing,

(i) until execution by the Borrower of the Interconnection
Agreement, no Borrowing may be made to the extent that such Borrowing,
together with all then-outstanding Loans, shall exceed an aggregate
amount of U.S. $35,000,000,

(ii) from and after execution of the Interconnection
Agreement until the later of (A) the date of completion of the
interconnection contemplated by the Interconnection Agreement and (B)
the date upon which the Administrative Agent shall have received
evidence satisfactory to it of the creation of a valid, perfected and
enforceable first priority Lien in favor of the Administrative

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Agent for the benefit of the Administrative Agent and the Lenders in
all of the right, title and interest of the Borrower in, to and under
the Interconnection Agreement as collateral security for the payment
of the principal of and interest on the Loans, and all other amounts
payable, hereunder, together with a favorable legal opinion of
Argentine counsel to the Borrower in form and substance satisfactory
to the Administrative Agent, no Borrowing may be made to the extent
that such Borrowing, together with all then-outstanding Loans shall
exceed an aggregate amount of U.S. $45,000,000, and

(iii) no Tranche A2 Borrowing or Tranche B2 Borrowing may be
made until the Tranche A1 Commitments and Tranche B1 Commitments have
been used in full or terminated.

SECTION 2.02. Loans and Borrowings.

(a) Obligation of Lenders. Each Loan shall be made as part
of a Borrowing consisting of Loans of the same Class and Type made by the
Lenders ratably in accordance with their respective Commitments of the
applicable Class. The failure of any Lender to make any Loan required to be
made by it shall not relieve any other Lender of its obligations hereunder;
provided that the Commitments of the Lenders are several and no Lender shall be
responsible for any other Lender's failure to make Loans as required.

(b) Type of Loans. Subject to Section 2.12, each Borrowing
shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower
may request in accordance herewith. Each Lender at its option may make any
Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such
Lender to make such Loan; provided that any exercise of such option shall not
affect the obligation of the Borrower to repay such Loan in accordance with the
terms of this Agreement.

(c) Minimum Amounts. At the commencement of each Interest
Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate
amount of U.S. $5,000,000 or a larger multiple of U.S. $1,000,000. At the time
that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount
equal to U.S. $1,000,000 or a larger multiple of U.S. $500,000; provided that
an ABR Borrowing of either Class may be in an aggregate amount that is equal to
the entire unused balance of the total Commitments of the such Class.
Borrowings of more than one Type and Class may be outstanding at the same time;
provided that there shall not at any time be more than a total of ten
Eurodollar Borrowings outstanding.

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Anything herein to the contrary notwithstanding, the aggregate
amount of the initial Borrowing hereunder (which shall in any event occur on
the Closing Date) shall be at least U.S. $16,000,000.

(d) Conversion or Continuation of Eurodollar Loans. The
Borrower shall be entitled to request, or to elect to convert to or continue as
a Eurodollar Borrowing, any Eurodollar Borrowing, provided that the Borrower
shall not be entitled to request, or to elect to convert to or continue as a
Eurodollar Borrowing: (i) any Borrowing of any Class if the Interest Period
requested with respect thereto would end after the Maturity Date; or (ii) any
Loan of any Class if the Interest Period therefor would commence before and end
after any Principal Payment Date unless, after giving effect thereto, the
aggregate principal amount of the Loans of such Class having Interest Periods
that end after such Principal Payment Date shall be equal to or less than the
aggregate principal amount of the Loans of such Class permitted to be
outstanding after giving effect to the payments of principal required to be
made on such Principal Payment Date.

(e) Reallocation and Increase of Term Commitments.

(i) Reallocation of Tranche A1 or B1 Commitments. At any
time and from time to time on or before the date 60 days after the Closing
Date, the Borrower may, by irrevocable notice to the Administrative Agent
(which shall promptly notify the Lenders), elect to reallocate all or any
portion of the Tranche A1 Commitments and Tranche B1 Commitments to the Tranche
A2 Commitments and Tranche B2 Commitments, respectively, to the extent such
Tranche A1 Commitments and Tranche B1 Commitments have not been used on or
prior to the proposed reallocation date contemplated in such notice; provided
that (A) each such notice shall specify a reallocation date (which shall be a
Business Day) on or prior to the date 60 days after the Closing Date and each
such notice shall be given at least three Business Days before the relevant
reallocation date, (B) each such reallocation of Tranche A1 Commitments and
Tranche B1 Commitments shall be made only to the Tranche A2 Commitments and
Tranche B2 Commitments, respectively, of the respective Lenders holding Tranche
A1 Commitments or Tranche B1 Commitments (as the case may be) immediately prior
to such reallocation on such reallocation date and (C) each such reallocation
(determined as to all Lenders so affected) shall be in a minimum aggregate
amount of U.S. $5,000,000 or a larger multiple of U.S. $1,000,000. On such
reallocation date, each Lender's Tranche A2 Commitment and Tranche B2
Commitment shall automatically be increased by the amount (if any) of Tranche
A1 Commitment and Tranche B1 Commitment, respectively, held by it on such
reallocation date and reallocated in accordance with such notice.

(ii) Reallocation of Tranche A2 or B2 Commitments. At any
time and from time to time on or before the Commitment Termination Date the
Borrower may, by irrevocable notice

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to the Administrative Agent (which shall promptly notify the Lenders), elect to
reallocate a portion of the unused Tranche A2 Commitments to the Tranche B2
Commitments (including any amounts reallocated to Tranche A2 Commitments and
Tranche B2 Commitments pursuant to clause (i) above) and vice versa, so long as
(A) the aggregate amount of all of the Term Commitments shall not in any case
exceed U.S. $83,000,000 and (B) any such reallocations shall be in an aggregate
amount of U.S. $5,000,000 or a larger multiple of U.S. $1,000,000. Each such
notice from the Borrower shall specify the effective date of the relevant
reallocation (which shall be a Business Day at least five Business Days after
receipt of such notice) and upon any such effective date, each Lender's Tranche
A2 Commitment and Tranche B2 Commitment shall automatically be increased or
decreased as necessary so that each Lender holds a pro rata share of the
Tranche A2 Commitments and the Tranche B2 Commitments as reallocated in
accordance with such notice.

(iii) Increase of Tranche A2 or Tranche B2 Commitments. If
on the date (the "Readjustment Date") that is 90 days after the date hereof
(or, such earlier date as shall be set forth in a notice by the Borrower to the
Administrative Agent in writing), any one or more financial institutions shall
agree to provide additional Tranche A2 Commitments and/or Tranche B2
Commitments hereunder, which additional Tranche A2 Commitments and Tranche B2
Commitments shall in no event exceed U.S. $17,000,000 in the aggregate, then:

(A) by signing an amendment to this Agreement
between such financial institutions and the Administrative
Agent setting forth in an amended Schedule I hereto the
Tranche A2 Commitments and the Tranche B2 Commitments of all
the Lenders hereunder after giving effect to the additional
Commitments of such financial institutions, and providing for
each such financial institution to become a party hereto as a
"Lender" hereunder, each such financial institution shall
automatically and without any further action be deemed to have
become a "Lender" under this Agreement;

(B) the Commitments of each Lender (including any
new Lender as provided above) shall be as set forth in said
amended Schedule I;

(C) on the Readjustment Date, the Borrower shall
borrow such Loans as shall be necessary, and the Lenders
(including any such new Lender) shall make such Loans and such
other adjustments among themselves as shall be necessary, so
that the Loans of the Lenders of each Class are held hereunder
ratably in accordance with the Commitments of the Lenders of
such Class (and for purposes hereof, such Loans shall, to the
extent necessary, be made without regard to the provisions of
Section 2.16(c) hereof);

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(D) on the Readjustment Date, the Borrower shall pay
any "break funding" costs payable under Section 2.14 in
connection with any adjustments contemplated by clause (C)
above; and

(E) the Borrower shall, at its expense, make such
filings and take such actions as necessary (or as requested by
the Administrative Agent) to amend the Security Documents and
any filings made in connection therewith so that after giving
effect thereto all the Lenders shall be ratably secured
thereunder, except any Security Documents or related filings
made in connection with real or tangible personal property
located in Argentina but outside of the Federal Capital.

SECTION 2.03. Requests for Borrowings. To request a
Borrowing, the Borrower shall notify the Administrative Agent of such request
by telephone (a) in the case of a Eurodollar Borrowing, not later than 11:00
a.m., New York City time, three Business Days before the date of the proposed
Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00 a.m.,
New York City time, one Business Day before the date of the proposed Borrowing.
Each such telephonic borrowing request shall be irrevocable and shall be
confirmed promptly by hand delivery or telecopy to the Administrative Agent of
a written Borrowing Request. Each such telephonic and written Borrowing
Request shall specify the following information in compliance with Section
2.02:

(i) whether the requested Borrowing is to be a Tranche A1
Borrowing, a Tranche A2 Borrowing, Tranche B1 Borrowing, a Tranche B2
Borrowing or an Incremental Facility Borrowing (including, if
applicable, the respective Series of Incremental Facility Loans to
which such Borrowing relates);

(ii) the aggregate amount of the requested Borrowing;

(iii) the date of such Borrowing, which shall be a Business
Day;

(iv) whether such Borrowing is to be an ABR Borrowing or a
Eurodollar Borrowing;

(v) in the case of a Eurodollar Borrowing, the initial
Interest Period to be applicable thereto, which shall be a period
contemplated by the definition of the term "Interest Period"; and

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(vi) the location and number of the Borrower's account to
which funds are to be disbursed, which shall comply with the
requirements of Section 2.05.

If no election as to the Type of Borrowing is specified or if no Interest
Period is specified with respect to any requested Eurodollar Borrowing, then
the Borrower shall be deemed to have selected a Eurodollar Borrowing with an
Interest Period of one month's duration. Promptly following receipt of a
Borrowing Request in accordance with this Section, the Administrative Agent
shall advise each Lender of the details thereof and of the amount of such
Lender's Loan to be made as part of the requested Borrowing.

SECTION 2.04. Letters of Credit.

(a) General. Subject to the terms and conditions set forth
herein, in addition to the Tranche A2 and Tranche B2 Loans provided for in
Section 2.01, the Borrower may request the Issuing Lender to issue, at any time
and from time to time during the Availability Period, Tranche A2 or Tranche B2
Letters of Credit for its own account in such form as is acceptable to the
Issuing Lender in its reasonable determination. Tranche A2 Letters of Credit
issued hereunder shall constitute utilization of the Tranche A2 Commitments and
Tranche B2 Letters of Credit issued hereunder shall constitute utilization of
the Tranche B2 Commitments.

(b) Notice of Issuance, Amendment, Renewal or Extension. To
request the issuance of a Letter of Credit (or the amendment, renewal or
extension of an outstanding Letter of Credit), the Borrower shall hand deliver
or telecopy (or transmit by electronic communication, if arrangements for doing
so have been approved by the Issuing Lender) to the Issuing Lender and the
Administrative Agent (reasonably in advance of the requested date of issuance,
amendment, renewal or extension) a notice requesting the issuance of a Letter
of Credit, or identifying the Letter of Credit to be amended, renewed or
extended, and specifying the Class of Letter of Credit to be issued, the date
of issuance, amendment, renewal or extension (which shall be a Business Day),
the date on which such Letter of Credit is to expire (which shall comply with
paragraph (d) of this Section), the amount of such Letter of Credit, the name
and address of the beneficiary thereof and such other information as shall be
necessary to prepare, amend, renew or extend such Letter of Credit. If
requested by the Issuing Lender, the Borrower also shall submit a letter of
credit application on the Issuing Lender's standard form in connection with any
request for a Letter of Credit. In the event of any inconsistency between the
terms and conditions of this Agreement and the terms and conditions of any form
of letter of credit application or other agreement submitted by the Borrower
to, or entered into by the Borrower with, the Issuing Lender relating to any
Letter of Credit, the terms and conditions of this Agreement shall control.

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(c) Limitations on Amounts. A Letter of Credit shall be
issued, amended, renewed or extended only if (and upon issuance, amendment,
renewal or extension of each Letter of Credit the Borrower shall be deemed to
represent and warrant that), after giving effect to such issuance, amendment,
renewal or extension (i) the aggregate LC Exposure of all the Lenders
(determined for these purposes without giving effect to the participations
therein of the Lenders pursuant to paragraph (e) of this Section) shall not
exceed U.S. $30,000,000, (ii) the sum of the aggregate Tranche A2 LC Exposure
of all the Tranche A2 Lenders and the Tranche A2 Loans shall not exceed the
aggregate amount of the Tranche A2 Commitments and (iii) the sum of the
aggregate Tranche B2 LC Exposure of all the Tranche B2 Lenders and the Tranche
B2 Loans shall not exceed the aggregate amount of the Tranche B2 Commitments.

(d) Expiration Date. Each Letter of Credit shall expire at
or prior to the close of business on the earlier of (i) the date twelve months
after the date of the issuance of such Letter of Credit (or, in the case of any
renewal or extension thereof, twelve months after the then-current expiration
date of such Letter of Credit, so long as such renewal or extension occurs
within three months of such then-current expiration date) and (ii) the date
that is five Business Days prior to the Commitment Termination Date.

(e) Participations. By the issuance of a Letter of Credit
(or an amendment to a Letter of Credit increasing the amount thereof) of any
Class by the Issuing Lender, and without any further action on the part of the
Issuing Lender or the Lenders, the Issuing Lender hereby grants to each Lender
of the respective Class, and each such Lender hereby acquires from the Issuing
Lender, a participation in such Letter of Credit equal to such Lender's
Applicable Percentage of the aggregate amount available to be drawn under such
Letter of Credit. Each Lender acknowledges and agrees that its obligation to
acquire participations pursuant to this paragraph in respect of Letters of
Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any
Letter of Credit or the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made
without any offset, abatement, withholding or reduction whatsoever.

In consideration and in furtherance of the foregoing, each
Lender hereby absolutely and unconditionally agrees to pay to the
Administrative Agent, for the account of the Issuing Lender, such Lender's
Applicable Percentage of each LC Disbursement made by the Issuing Lender and
not reimbursed by the Borrower on the date due as provided in paragraph (e) of
this Section, or of any reimbursement payment required to be refunded to the
Borrower for any reason. Each such payment shall be made in the same manner as
provided in Section 2.05 with respect to Loans made by such Lender (and Section
2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders),
and the Administrative Agent shall promptly pay to the

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Issuing Lender the amounts so received by it from the Lenders. Promptly
following receipt by the Administrative Agent of any payment from the Borrower
pursuant to the next following paragraph, the Administrative Agent shall
distribute such payment to the Issuing Lender or, to the extent that the
Lenders have made payments pursuant to this paragraph to reimburse the Issuing
Lender, then to such Lenders and the Issuing Lender as their interests may
appear. Any payment made by a Lender pursuant to this paragraph to reimburse
the Issuing Lender for any LC Disbursement shall not constitute a Loan and
shall not relieve the Borrower of its obligation to reimburse such LC
Disbursement.

(f) Reimbursement. If the Issuing Lender shall make any LC
Disbursement in respect of a Letter of Credit, the Borrower shall reimburse the
Issuing Lender in respect of such LC Disbursement by paying to the
Administrative Agent an amount equal to such LC Disbursement not later than
12:00 noon, New York City time, on the Business Day immediately following the
day that the Borrower receives notice from the Administrative Agent of such LC
Disbursement.

If the Borrower fails to make such payment when due (or to
cause payment thereof to be made when due with the proceeds of a Borrowing
hereunder), the Administrative Agent shall notify each Tranche A2 Lender and
Tranche B2 Lender, as applicable, of the applicable LC Disbursement, the
payment then due from the Borrower in respect thereof and such Lender's
Applicable Percentage thereof.

(g) Obligations Absolute. The Borrower's obligation to
reimburse LC Disbursements as provided in paragraph (f) of this Section shall
be absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of
any Letter of Credit, or any term or provision therein, (ii) any draft or other
document presented under a Letter of Credit proving to be forged, fraudulent or
invalid in any respect or any statement therein being untrue or inaccurate in
any respect, (iii) payment by the Issuing Lender under a Letter of Credit
against presentation of a draft or other document that does not comply strictly
with the terms of such Letter of Credit, and (iv) any other event or
circumstance whatsoever, whether or not similar to any of the foregoing, that
might, but for the provisions of this Section, constitute a legal or equitable
discharge of the Borrower's obligations hereunder.

Neither the Administrative Agent, the Lenders nor the Issuing
Lender, nor any of their Related Parties, shall have any liability or
responsibility by reason of or in connection with the issuance or transfer of
any Letter of Credit by the Issuing Lender or any payment or failure to make
any payment thereunder (irrespective of any of the circumstances referred to in
the preceding sentence), or any error, omission, interruption, loss or delay in
transmission or

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delivery of any draft, notice or other communication under or relating to any
Letter of Credit (including any document required to make a drawing
thereunder), any error in interpretation of technical terms or any consequence
arising from causes beyond the control of the Issuing Lender; provided that the
foregoing shall not be construed to excuse the Issuing Lender from liability to
the Borrower to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by the Borrower to the
extent permitted by applicable law) suffered by the Borrower that are caused by
the Issuing Lender's gross negligence or willful misconduct when determining
whether drafts and other documents presented under a Letter of Credit comply
with the terms thereof. The parties hereto expressly agree that:

(i) the Issuing Lender may accept documents that appear on
their face to be in substantial compliance with the terms of a Letter
of Credit without responsibility for further investigation, regardless
of any notice or information to the contrary, and may make payment
upon presentation of documents that appear on their face to be in
substantial compliance with the terms of such Letter of Credit;

(ii) the Issuing Lender shall have the right, in its sole
discretion, to decline to accept such documents, and to decline to
make such payment, if such documents are not in strict compliance with
the terms of such Letter of Credit; and

(iii) this sentence shall establish the standard of care to
be exercised by the Issuing Lender when determining whether drafts and
other documents presented under a Letter of Credit comply with the
terms thereof (and the parties hereto hereby waive, to the extent
permitted by applicable law, any standard of care inconsistent with
the foregoing).

(h) Disbursement Procedures. The Issuing Lender shall,
within a reasonable time following its receipt thereof, examine all documents
purporting to represent a demand for payment under a Letter of Credit. The
Issuing Lender shall promptly after such examination notify the Administrative
Agent and the Borrower by telephone (confirmed by telecopy) of such demand for
payment and whether the Issuing Lender has made or will make an LC Disbursement
thereunder; provided that any failure to give or delay in giving such notice
shall not relieve the Borrower of its obligation to reimburse the Issuing
Lender and the Lenders with respect to any such LC Disbursement.

(i) Interim Interest. If the Issuing Lender shall make any
LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement
in full on the date such LC Disbursement is made, the unpaid amount thereof
shall bear interest, for each day from and including the date such LC
Disbursement is made to but excluding the date that the Borrower

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reimburses such LC Disbursement, at the rate per annum then applicable to ABR
Loans; provided that, if the Borrower fails to reimburse such LC Disbursement
when due pursuant to paragraph (f) of this Section, then Section 2.11(c) shall
apply. Interest accrued pursuant to this paragraph shall be for the account of
the Issuing Lender, except that interest accrued on and after the date of
payment by any Lender pursuant to paragraph (f) of this Section to reimburse
the Issuing Lender shall be for the account of such Lender to the extent of
such payment.

(j) Replacement of the Issuing Lender. The Issuing Lender
may be replaced at any time by written agreement among the Borrower, the
Administrative Agent, the replaced Issuing Lender and the successor Issuing
Lender. The Administrative Agent shall notify the Lenders of any such
replacement of the Issuing Lender. At the time any such replacement shall
become effective, the Borrower shall pay all unpaid fees accrued for the
account of the replaced Issuing Lender pursuant to Section 2.10(b). From and
after the effective date of any such replacement, (i) the successor Issuing
Lender shall have all the rights and obligations of the replaced Issuing Lender
under this Agreement with respect to Letters of Credit to be issued thereafter
and (ii) references herein to the term "Issuing Lender" shall be deemed to
refer to such successor or to any previous Issuing Lender, or to such successor
and all previous Issuing Lenders, as the context shall require. After the
replacement of an Issuing Lender hereunder, the replaced Issuing Lender shall
remain a party hereto and shall continue to have all the rights and obligations
of an Issuing Lender under this Agreement with respect to Letters of Credit
issued by it prior to such replacement, but shall not be required to issue
additional Letters of Credit.

(k) Cash Collateralization. If either (i) an Event of
Default shall occur and be continuing and the Borrower receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Lenders with LC Exposure representing more than 50% of
the total LC Exposure) demanding the deposit of cash collateral pursuant to
this paragraph, or (ii) the Borrower shall be required to provide cover for LC
Exposure pursuant to Section 2.09(b), the Borrower shall immediately deposit in
an account with the Administrative Agent, in the name of the Administrative
Agent and for the benefit of the Lenders, in the case of an Event of Default,
an amount in cash equal to the LC Exposure as of such date plus any accrued and
unpaid interest thereon, and, in the case of cover pursuant to Section 2.09(b),
the amount required under Section 2.09(b); provided that the obligation to
deposit such cash collateral shall become effective immediately, and such
deposit shall become immediately due and payable, without demand or other
notice of any kind, upon the occurrence of any Event of Default with respect to
the Borrower described in clause (h) or (i) of Article VIII. Such deposit
shall be held by the Administrative Agent in a segregated collateral account as
collateral in the first instance for the LC Exposure under this Agreement and
thereafter for the payment of the other obligations of the Borrower hereunder,
and for these purposes the Borrower hereby grants a security interest to the
Administrative Agent for the

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benefit of the Lenders in such collateral account and in any financial assets
(as defined in the Uniform Commercial Code) or other property held therein.

SECTION 2.05. Funding of Borrowings.

(a) Funding by Lenders. Each Lender shall make each Loan to
be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 12:00 noon, New York City time, to the account
of the Administrative Agent most recently designated by it for such purpose by
notice to the Lenders. The Administrative Agent will make such Loans available
to the Borrower by promptly crediting the amounts so received, in like funds,
to an account of the Borrower maintained with the Administrative Agent in New
York City and designated by the Borrower in the applicable Borrowing Request.

(b) Presumption by Administrative Agent. Unless the
Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to the
Administrative Agent such Lender's share of such Borrowing, the Administrative
Agent may assume that such Lender has made such share available on such date in
accordance with paragraph (a) of this Section and may, in reliance upon such
assumption, make available to the Borrower a corresponding amount. In such
event, if a Lender has not in fact made its share of the applicable Borrowing
available to the Administrative Agent, then the applicable Lender and the
Borrower severally agree to pay to the Administrative Agent forthwith on demand
such corresponding amount with interest thereon, for each day from and
including the date such amount is made available to the Borrower to but
excluding the date of payment to the Administrative Agent, at (i) in the case
of such Lender, the Federal Funds Effective Rate or (ii) in the case of the
Borrower, the interest rate applicable to ABR Loans. If such Lender pays such
amount to the Administrative Agent, then such amount shall constitute such
Lender's Loan included in such Borrowing.

SECTION 2.06. Interest Elections.

(a) Elections by Borrower. Each Borrowing initially shall be
of the Type specified in the applicable Borrowing Request and, in the case of a
Eurodollar Borrowing, shall have an initial Interest Period as specified in
such Borrowing Request. Thereafter, the Borrower may elect to convert such
Borrowing to a different Type or to continue such Borrowing and, in the case of
a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in
this Section. The Borrower may elect different options with respect to
different portions of the affected Borrowing, in which case each such portion
shall be allocated ratably among the Lenders holding the Loans comprising such
Borrowing, and the Loans comprising each such portion shall be considered a
separate Borrowing.

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(b) Notice of Elections. To make an election pursuant to
this Section, the Borrower shall notify the Administrative Agent of such
election by telephone by the time that a Borrowing Request would be required
under Section 2.03 if the Borrower were requesting a Borrowing of the Type
resulting from such election to be made on the effective date of such election.
Each such telephonic Interest Election Request shall be irrevocable and shall
be confirmed promptly by hand delivery or telecopy to the Administrative Agent
of a written Interest Election Request in a form approved by the Administrative
Agent and signed by the Borrower.

(c) Information in Election Notices. Each telephonic and
written Interest Election Request shall specify the following information in
compliance with Section 2.02:

(i) the Borrowing to which such Interest Election Request
applies (including, if applicable, the respective Series of
Incremental Facility Loans to which such Interest Election Request
relates) and, if different options are being elected with respect to
different portions thereof, the portions thereof to be allocated to
each resulting Borrowing (in which case the information to be
specified pursuant to clauses (iii) and (iv) of this paragraph shall
be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such
Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR
Borrowing or a Eurodollar Borrowing; and

(iv) if the resulting Borrowing is a Eurodollar Borrowing,
the Interest Period to be applicable thereto after giving effect to
such election, which shall be a period contemplated by the definition
of the term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

(d) Notice by Administrative Agent to Lenders. Promptly
following receipt of an Interest Election Request, the Administrative Agent
shall advise each Lender of the details thereof and of such Lender's portion of
each resulting Borrowing.

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(e) Presumption if no Notice. If the Borrower fails to
deliver a timely Interest Election Request with respect to a Eurodollar
Borrowing prior to the end of the Interest Period applicable thereto, then,
unless such Borrowing is repaid as provided herein, at the end of such Interest
Period such Borrowing shall be continued as a Eurodollar Borrowing with an
Interest Period of one month's duration. Notwithstanding any contrary
provision hereof, if an Event of Default has occurred and is continuing and the
Administrative Agent, at the request of the Required Lenders, so notifies the
Borrower, then, so long as an Event of Default is continuing (i) no outstanding
Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii)
unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing
at the end of the Interest Period applicable thereto.

SECTION 2.07. Termination and Reduction of the Commitments.

(a) Scheduled Termination. Unless previously terminated, (i)
the Tranche A1 Commitments and the Tranche B1 Commitments shall terminate at
5:00 p.m., New York City time, on the date 60 days after the Closing Date and
(ii) all Tranche A2 Commitments, Tranche B2 Commitments and Incremental
Facility Commitments shall terminate at 5:00 p.m., New York City time, on the
Commitment Termination Date.

(b) Voluntary Termination or Reduction. The Borrower may at
any time terminate, or from time to time reduce, the Commitments of any Class
(including the Commitments of any Series of Incremental Facility Loans);
provided that each reduction of the Commitments of any Class pursuant to this
Section shall be in an amount that is U.S. $5,000,000 or a larger multiple of
U.S. $1,000,000.

(c) Notice of Termination or Reduction. The Borrower shall
notify the Administrative Agent of any election to terminate or reduce the
Commitments under paragraph (b) of this Section at least three Business Days
prior to the effective date of such termination or reduction, specifying such
election and the effective date thereof. Promptly following receipt of any
notice, the Administrative Agent shall advise the Lenders of the contents
thereof. Each notice delivered by the Borrower pursuant to this Section shall
be irrevocable.

(d) Effect of Termination or Reduction. Any termination or
reduction of the Commitments of any Class shall be permanent. Each reduction
of the Commitments of any Class shall be made ratably among the Lenders in
accordance with their respective Commitments of such Class.

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SECTION 2.08. Repayment of Loans; Evidence of Debt.

(a) Repayment. The Borrower hereby unconditionally promises
to pay the Loans outstanding hereunder to the Administrative Agent for the
account of each Lender the outstanding principal amount of each Loan of each
Class of such Lender on each Principal Payment Date, the first nine
installments of which shall be in an amount equal to 1/18 of the aggregate
principal amount of the Loans of such Class and the final installment of which
shall be in an amount equal to the then-outstanding balance.

(b) Manner of Payment. Prior to any repayment or prepayment
of any Borrowings of any Class hereunder, the Borrower shall select the
Borrowing or Borrowings of such Class to be paid and shall notify the
Administrative Agent by telephone (confirmed by telecopy) of such selection not
later than 11:00 a.m., New York City time, (i) in the case of a repayment or
prepayment of a Eurodollar Borrowing, three Business Days before the scheduled
date of such payment and (ii) in the case of a repayment or prepayment of an
ABR Borrowing, one Business Day before the scheduled date of such payment;
provided that each payment of Borrowings of any Class shall be applied to pay
any outstanding ABR Borrowings of such Class before any other Borrowings of
such Class. If the Borrower fails to make a timely selection of the Borrowing
or Borrowings to be repaid or prepaid, such payment shall be applied, first, to
pay any outstanding ABR Borrowings of the applicable Class and, second, to
other Borrowings of such Class in the order of the remaining duration of their
respective Interest Periods (the Borrowing with the shortest remaining Interest
Period to be paid first). Each payment of a Borrowing shall be applied ratably
to the Loans included in such Borrowing.

(c) Maintenance of Loan Accounts by Lenders. Each Lender
shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrower to such Lender resulting from each
Loan made by such Lender, including the amounts of principal and interest
payable and paid to such Lender from time to time hereunder.

(d) Maintenance of Loan Accounts by Administrative Agent.
The Administrative Agent shall maintain accounts in which it shall record (i)
the amount of each Loan made hereunder, the Class and Type thereof and the
Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender hereunder and (iii) the amount of any sum received by the Administrative
Agent hereunder for the account of the Lenders and each Lender's share thereof.

(e) Effect of Loan Accounts. The entries made in the
accounts maintained pursuant to paragraph (c) or (d) of this Section shall be
prima facie evidence of the existence and amounts of the obligations recorded
therein; provided that the failure of any Lender or the

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Administrative Agent to maintain such accounts or any error therein shall not
in any manner affect the obligation of the Borrower to repay the Loans in
accordance with the terms of this Agreement.

(f) Promissory Notes. Any Lender may request that Loans of
any Class made by it be evidenced by a promissory note. In such event, the
Borrower shall prepare, execute and deliver to such Lender a promissory note
payable to the order of such Lender (or, if requested by such Lender, to such
Lender and its registered assigns) in the form of a xxxxxx under the laws of
Argentina and otherwise in a form approved by the Administrative Agent.
Thereafter, the Loans evidenced by such promissory note and interest thereon
shall at all times (including after assignment pursuant to Section 10.04) be
represented by one or more promissory notes in such form payable to the order
of the payee named therein (or, if such promissory note is a registered note,
to such payee and its registered assigns).

SECTION 2.09. Prepayment of Loans.

(a) Optional Prepayments. The Borrower shall have the right
at any time and from time to time to prepay any Borrowing in whole or in part,
subject to the requirements of this Section, provided that the aggregate
principal amount of any prepayment on any date pursuant to this paragraph shall
be at least equal to U.S. $5,000,000 with respect to Eurodollar Borrowings and
U.S. $1,000,000 with respect to ABR Borrowings. Prepayments under this
paragraph (a) shall be made without penalty or premium (other than as provided
in Section 2.14) and shall be applied ratably to the Loans of each Class, and
to the installments thereof in the inverse order of maturity. Amounts prepaid
in respect of any Loans may not be reborrowed.

(b) Mandatory Prepayments. The Borrower will make
prepayments of the Loans (and reduce the Commitments) hereunder as follows:

(i) Excess Cash Flow. Not later than the date 90 days after
the end of each fiscal year of the Borrower, commencing with the
fiscal year of the Borrower ending December 31, 2000, the Borrower
shall prepay the Loans (and/or provide cover for LC Exposure as
specified in Section 2.04(k)), in an aggregate amount equal to the
excess of (x) 50% of Excess Cash Flow for such fiscal year over (y)
the aggregate amount of prepayments of Loans made during such fiscal
year pursuant to Section 2.09(a). The Borrower shall be entitled to
reduce any mandatory prepayment otherwise required pursuant to this
Section 2.09(b)(i) with respect to any fiscal year by the aggregate
amount of any voluntary prepayments made pursuant to Section 2.09(a)
prior to the last day of the 90-day period immediately following the
end of such fiscal year (or, if earlier, the date upon which such
mandatory prepayment under this Section 2.09(b)(i) is in fact made),
provided that the amount of such voluntary prepayments so made during
such period shall, in any

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subsequent fiscal year, be deemed to have been made pursuant to this
Section 2.09(b)(i) rather than pursuant to Section 2.09(a), and thus
shall not be included in the foregoing clause (y) to reduce the amount
of any mandatory prepayment of Loans required under this Section
2.09(b)(i) with respect to the fiscal year in which such voluntary
prepayments were made.

(ii) Change of Control. In the event that any Change of
Control shall occur, the Borrower shall immediately prepay in full the
Loans (and/or provide cover for LC Exposure as specified in Section
2.04(k)), and the Commitments shall immediately terminate.

(iii) Sale of Assets. Without limiting the obligation of the
Borrower to obtain the consent of the Required Lenders to any
Disposition not otherwise permitted under this Agreement, the Borrower
agrees, on or prior to the occurrence of any Disposition under Section
7.03(a)(v)(z), to deliver to the Administrative Agent a statement
certified by a Financial Officer, in form and detail reasonably
satisfactory to the Administrative Agent, of the estimated amount of
the Net Cash Payments of such Disposition that will (on the date of
such Disposition) be received in cash and, the Borrower will prepay
the Loans hereunder (and provide cover for LC Exposure as specified in
clause (iv) of this Section 2.09), and the Commitments hereunder shall
be subject to automatic reduction, as follows:

(w) upon the date of such Disposition, in an
aggregate amount equal to 100% of such estimated amount of the
Net Cash Payments, to the extent received in cash on the date
of such Disposition; and

(x) thereafter, quarterly, on the date of the
delivery by the Borrower to the Administrative Agent pursuant
to Section 6.01(b) of the financial statements for each
quarterly fiscal period or (if earlier) the date 45 days after
the end of such quarterly fiscal period, to the extent the
Borrower or any of its Subsidiaries shall receive Net Cash
Payments during such quarterly fiscal period in cash under
deferred payment arrangements or Disposition Investments
entered into or received in connection with any Disposition,
an amount equal to (A) 100% of the aggregate amount of such
Net Cash Payments minus (B) any transaction expenses
associated with Dispositions and not previously deducted in
the determination of Net Cash Payments plus (or minus, as the
case may be) (C) any other adjustment received or paid by the
Borrower or any Subsidiary pursuant to the respective
agreements giving rise to Dispositions and not previously
taken into account in the determination of the Net Cash
Payments of Dispositions.

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Notwithstanding the foregoing, the Borrower shall not be
required to make a prepayment (or provide cover), and the Commitments
shall not be subject to reduction, pursuant to this Section
2.09(b)(iii) with respect to the Net Cash Payments from any
Disposition in the event that the Borrower certifies to the
Administrative Agent at the time a prepayment or reduction of
Commitments is required to be made under the foregoing clauses (w) or
(x) that it intends to reinvest such Net Cash Payments into
replacement assets useful in the business of the Borrower and its
Subsidiaries, so long as

(y) such Net Cash Payments are delivered to the
Administrative Agent to be held by it as additional collateral
security for the Loans, in which event the Administrative
Agent need not release such Net Cash Payments except upon
presentation of evidence reasonably satisfactory to it that
such Net Cash Payments are to be so reinvested in compliance
with the provisions of this Agreement; provided that (without
the consent of the Required Lenders) the Administrative Agent
shall not be obligated to release such monies for application
to a reinvestment transaction at any time after the occurrence
and during the continuance of any Event of Default; and

(z) the Net Cash Payments from any Disposition are
in fact so reinvested within twelve months of such Disposition
(it being understood that, in the event Net Cash Payments from
more than one Disposition are delivered to the Administrative
Agent, such Net Cash Payments shall be deemed to be released
in the same order in which such Dispositions occurred and,
accordingly, any such Net Cash Payments so held for more than
twelve months shall be forthwith applied to the prepayment of
Loans (and cover for LC Exposure) and reductions of
Commitments as provided in clause (iv) of this Section
2.09(b)).

The Borrower hereby (i) grants a security interest in favor of the
Administrative Agent for the benefit of the Lenders in all of its
right, title and interest in the Net Cash Payments and any Permitted
Investments made with the proceeds thereof (as provided below) and
(ii) agrees to instruct all Persons obligated in respect of all
Dispositions under this paragraph to make all payments in respect
thereof either (A) directly to the Administrative Agent by instructing
that such payments be remitted to a post office box which shall be in
the name and under the control of the Administrative Agent as
collateral security for the Loans or (B) to one or more other banks in
the United States of America (by instructing that such payments be
remitted to a post office box which shall be in the name and under the
control of the Administrative Agent) under arrangements, in form and
substance satisfactory to the Administrative Agent pursuant to which
the

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Borrower shall have irrevocably instructed such other bank (and such
other bank shall have agreed) to remit all proceeds of such payments
directly to the Administrative Agent to be held by it as collateral
security for the Loans. In addition to the foregoing, the Borrower
agrees that if any Net Cash Payments shall be received by it, it shall
as promptly as possible remit such Net Cash Payments to the
Administrative Agent. Until so deposited, all such proceeds shall be
held in trust by the Borrower for and as the property of the
Administrative Agent and shall not be commingled with any other funds
or property of the Borrower.

Net Cash Payments so held by the Administrative Agent shall be
invested from time to time in such Permitted Investments of the type
described in clauses (a) through (d) of the definition thereof as the
Borrower (or, after the occurrence and during the continuance of a
Default, the Administrative Agent) shall determine, which Permitted
Investments shall be held in the name and be under the control of the
Administrative Agent. At any time following the occurrence and during
the continuance of an Event of Default, the Administrative Agent may
(and, if instructed by the Required Lenders shall) in its (or their)
discretion apply or cause to be applied (subject to collection) the
balance from time to time outstanding to the credit of any accounts in
which the Administrative Agent holds Net Cash Payments and/or elect to
liquidate any such Permitted Investments and to apply or cause to be
applied the proceeds thereof in the manner specified in clause (iv)
below.

(iv) Application. Upon each required reduction of
Commitments and prepayment of Loans (and cover for LC Exposure)
pursuant to this Section 2.09(b), the respective Commitments of each
Class shall be reduced, and (if the Commitments of such Class have
terminated) the respective Loans of each Class shall be prepaid,
ratably in accordance with the respective then-outstanding aggregate
amounts of such Commitments or Loans, and to the installments thereof
in the inverse order of maturity. Each such prepayment of Loans shall
be made without penalty or premium, other than as provided in Section
2.14.

(c) Notices, Etc. The Borrower shall notify the
Administrative Agent by telephone (confirmed by telecopy) of any prepayment
hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later
than 11:00 a.m., New York City time, three Business Days before the date of
prepayment and (ii) in the case of prepayment of an ABR Borrowing, not later
than 11:00 a.m., New York City time, one Business Day before the date of
prepayment. Each such notice shall be irrevocable and shall specify the
prepayment date and the principal amount of each Borrowing or portion thereof
to be prepaid. Promptly following receipt of any such notice relating to a
Borrowing, the Administrative Agent shall advise the Lenders of the contents

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thereof. Each partial prepayment of any Eurodollar Borrowing shall be in an
aggregate principal amount at least equal to U.S. $5,000,000; and each partial
prepayment of any ABR Borrowing shall be in an aggregate principal amount at
least equal to U.S. $1,000,000. Each prepayment of a Borrowing shall be
applied ratably to the Loans included in the prepaid Borrowing. Prepayments
shall be accompanied by accrued interest to the extent required by Section
2.11.

SECTION 2.10. Fees.

(a) Commitment Fee. The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a commitment fee, which
shall accrue at a rate per annum equal to 1/2 of 1% on the average daily unused
amount of each Term Commitment of such Lender for the period from and including
the date hereof to, but not including, the earlier of the date such Term
Commitment terminates and the Commitment Termination Date. Accrued commitment
fees shall be payable, in arrears, on each Quarterly Date and on the earlier of
the date the relevant Commitment terminates and the Commitment Termination
Date, as applicable, commencing on the first such date to occur after the date
hereof. All commitment fees shall be computed on the basis of a year of 360
days and shall be payable for the actual number of days elapsed (including the
first day but excluding the last day). For purposes of computing commitment
fees with respect to the Tranche A2 Commitments and the Tranche B2 Commitments,
the Term Commitment of a Lender of such Class shall be deemed to be used to the
extent of the outstanding LC Exposure of such Lender of such Class.

(b) Letter of Credit Fees. The Borrower agrees to pay (i) to
the Administrative Agent for the account of each Lender a participation fee
with respect to its participations in Letters of Credit, which shall accrue at
a rate per annum equal to the Applicable Margin then in effect with respect to
Eurodollar Loans on the average daily amount of such Lender's LC Exposure
(excluding any portion thereof attributable to unreimbursed LC Disbursements)
during the period from and including the Closing Date to, but excluding, the
later of the date on which such Lender's Commitment terminates and the date on
which such Lender ceases to have any LC Exposure, and (ii) to the Issuing
Lender a fronting fee, which shall accrue at the rate of 1/4 of 1% per annum on
the average daily amount of the LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) during the period from and
including the Closing Date to but excluding the later of the date of
termination of the Commitments and the date on which there ceases to be any LC
Exposure, as well as the Issuing Lender's standard fees with respect to the
administration, issuance, amendment, negotiation, renewal or extension of any
Letter of Credit or processing of drawings thereunder. Participation fees and
fronting fees accrued through and including each Quarterly Date shall be
payable on the third Business Day following such Quarterly Date, commencing on
the first such date to occur after the Closing Date; provided that all such
fees shall be payable on the date on which the Commitments

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terminate and any such fees accruing after the date on which the Commitments
terminate shall be payable on demand. Any other fees payable to the Issuing
Lender pursuant to this paragraph shall be payable within 10 days after demand.
All participation fees and fronting fees shall be computed on the basis of a
year of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).

(c) Administrative Agent Fees. The Borrower agrees to pay to
the Administrative Agent, for its own account, fees payable in the amounts and
at the times separately agreed upon between the Borrower and the Administrative
Agent.

(d) Payment of Fees. All fees payable hereunder shall be
paid on the dates due, in immediately available funds, to the Administrative
Agent (or to the Issuing Lender, in the case of fees payable to it) for
distribution, in the case of facility fees and participation fees, to the
Lenders entitled thereto. Fees paid shall not be refundable under any
circumstances.

SECTION 2.11. Interest.

(a) ABR Borrowings. The Loans comprising each ABR Borrowing
shall bear interest at a rate per annum equal to the Alternate Base Rate plus
the Applicable Margin.

(b) Eurodollar Borrowings. The Loans comprising each
Eurodollar Borrowing shall bear interest at a rate per annum equal to the
Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus
the Applicable Margin.

(c) Default Interest. Notwithstanding the foregoing, if any
principal of or interest on any Loan or any fee or other amount payable by the
Borrower hereunder is not paid when due, whether at stated maturity, upon
acceleration, by mandatory prepayment or otherwise, such overdue amount shall
bear interest, after as well as before judgment, at a rate per annum equal to
(i) in the case of overdue principal of any Loan, 2% plus the rate otherwise
applicable to such Loan as provided above or (ii) in the case of any other
amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a)
of this Section.

(d) Payment of Interest. Accrued interest on each Loan shall
be payable in arrears on each Interest Payment Date for such Loan; provided
that (i) interest accrued pursuant to paragraph (c) of this Section shall be
payable on demand, (ii) in the event of any repayment or prepayment of any
Loan, accrued interest on the principal amount repaid or prepaid shall be
payable on the date of such repayment or prepayment and (iii) in the event of
any conversion of any Eurodollar Borrowing prior to the end of the current
Interest Period therefor, accrued interest on such Borrowing shall be payable
on the effective date of such conversion.

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(e) Computation. All interest hereunder shall be computed on
the basis of a year of 360 days, except that interest computed by reference to
the Alternate Base Rate at times when the Alternate Base Rate is based on the
Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in
a leap year), and in each case shall be payable for the actual number of days
elapsed (including the first day but excluding the last day). The applicable
Alternate Base Rate or Eurodollar Rate shall be determined by the
Administrative Agent, and such determination shall be conclusive absent
manifest error.

SECTION 2.12. Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:

(a) the Administrative Agent determines (which determination
shall be conclusive absent manifest error) that adequate and
reasonable means do not exist for ascertaining the Adjusted LIBO Rate
for such Interest Period; or

(b) if such Borrowing is of a particular Class of Loans
(including of a particular Series of Incremental Facility Loans), the
Administrative Agent is advised by the Required Lenders of such Class
that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such
Interest Period will not adequately and fairly reflect the cost to
such Lenders of making or maintaining their Loans included in such
Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
relevant Lenders by telephone or telecopy as promptly as practicable thereafter
and, until the Administrative Agent notifies the Borrower and such Lenders that
the circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective
and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such
Borrowing shall be made as an ABR Borrowing.

SECTION 2.13. Increased Costs.

(a) Increased Costs Generally. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special
deposit or similar requirement against assets of, deposits with or for
the account of, or credit extended by, any Lender (except any such
reserve requirement reflected in the Adjusted LIBO Rate) or the
Issuing Lender; or

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(ii) impose on any Lender or the Issuing Lender or the London
interbank market any other condition affecting this Agreement or
Eurodollar Loans made by such Lender or any Letter of Credit or
participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lenders of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or the
Issuing Lender of participating in, issuing or maintaining any Letter of Credit
or to reduce the amount of any sum received or receivable by such Lender or the
Issuing Lender hereunder (whether of principal, interest or otherwise), then
the Borrower will pay to such Lender or the Issuing Lender, as the case may be,
such additional amount or amounts as will compensate such Lender or the Issuing
Lender, as the case may be, for such additional costs incurred or reduction
suffered.

(b) Capital Requirements. If any Lender or the Issuing
Lender determines that any Change in Law regarding capital requirements has or
would have the effect of reducing the rate of return on such Lender's or the
Issuing Lender's capital or on the capital of such Lender's or the Issuing
Lender's holding company, if any, as a consequence of this Agreement or the
Loans made by, or participations in Letters of Credit held by, such Lender, or
the Letters of Credit issued by the Issuing Lender, to a level below that which
such Lender or the Issuing Lender or such Lender's or the Issuing Lender's
holding company could have achieved but for such Change in Law (taking into
consideration such Lender's or the Issuing Lender's policies and the policies
of such Lender's or the Issuing Lender's holding company with respect to
capital adequacy), then from time to time the Borrower will pay to such Lender
or the Issuing Lender, as the case may be, such additional amount or amounts as
will compensate such Lender or the Issuing Lender or such Lender's or the
Issuing Lender's holding company for any such reduction suffered.

(c) Certificates from Lenders. A certificate of a Lender or
the Issuing Lender setting forth the amount or amounts necessary to compensate
such Lender or the Issuing Lender or its holding company, as the case may be,
as specified in paragraph (a) or (b) of this Section shall be delivered to the
Borrower and shall be conclusive absent manifest error. The Borrower shall pay
such Lender or the Issuing Lender, as the case may be, the amount shown as due
on any such certificate within 10 days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any
Lender or the Issuing Lender to demand compensation pursuant to this Section
shall not constitute a waiver of such Lender's or the Issuing Lender's right to
demand such compensation; provided that the Borrower shall not be required to
compensate a Lender or the Issuing Lender pursuant to this Section for any
increased costs or reductions incurred more than six months prior to the date
that such

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Lender or the Issuing Lender, as the case may be, notifies the Borrower of the
Change in Law giving rise to such increased costs or reductions and of such
Lender's or the Issuing Lender's intention to claim compensation therefor;
provided further that, if the Change in Law giving rise to such increased costs
or reductions is retroactive, then the six-month period referred to above shall
be extended to include the period of retroactive effect thereof.

SECTION 2.14. Break Funding Payments. In the event of (a)
the payment of any principal of any Eurodollar Loan other than on the last day
of an Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Loan on the date specified in any notice delivered
pursuant hereto, or (d) the assignment of any Eurodollar Loan other than on the
last day of the Interest Period applicable thereto as a result of a request by
the Borrower pursuant to Section 2.17, then, in any such event, the Borrower
shall compensate each Lender for the loss, cost and expense attributable to
such event. In the case of a Eurodollar Loan, the loss to any Lender
attributable to any such event shall be deemed to include an amount determined
by such Lender to be equal to the excess, if any, of (i) the amount of interest
that such Lender would pay for a deposit equal to the principal amount of such
Loan for the period from the date of such payment, conversion, failure or
assignment to the last day of the then current Interest Period for such Loan
(or, in the case of a failure to borrow, convert or continue, the duration of
the Interest Period that would have resulted from such borrowing, conversion or
continuation) if the interest rate payable on such deposit were equal to the
Adjusted LIBO Rate for such Interest Period, over (ii) the amount of interest
that such Lender would earn on such principal amount for such period if such
Lender were to invest such principal amount for such period at the interest
rate that would be bid by such Lender (or an affiliate of such Lender) for U.S.
Dollar deposits from other banks in the eurodollar market at the commencement
of such period. A certificate of any Lender setting forth any amount or
amounts that such Lender is entitled to receive pursuant to this Section shall
be delivered to the Borrower and shall be conclusive absent manifest error.
The Borrower shall pay such Lender the amount shown as due on any such
certificate within 10 days after receipt thereof.

SECTION 2.15. Argentine Taxes.

(a) Payments by Borrower. The Borrower will pay all Taxes
applicable to it, without charge to or offset against any amount due to the
Administrative Agent or any Lender. The Borrower will pay all Taxes applicable
to it prior to the date on which penalties attach thereto, except (i) any such
Taxes (other than Argentine Taxes imposed on or in respect of any amount
payable by the Borrower hereunder) the payment of which is being contested in
good faith and by proper proceedings and against which adequate reserves are
being maintained, so

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long as no claim for such Taxes is made on the Administrative Agent or any
Lender or (ii) to the extent that the failure to do so could not reasonably be
expected to result in a Material Adverse Effect.

(b) Payments Made Free of Argentine Taxes. All payments on
account of the principal of and interest on the Loans, fees and all other
amounts payable hereunder by the Borrower to or for the account of the
Administrative Agent or any Lender, including, without limitation, amounts
payable under this Section, shall be made free and clear of and without
reduction or liability for Argentine Taxes or Other Taxes.

(c) Gross-up. In the event that the Borrower is required to
deduct or withhold Argentine Taxes from any amounts payable on, under or in
respect of this Agreement or the Loans made to the Borrower, the Borrower shall
(to the fullest extent permitted by applicable law) promptly pay the Person
entitled to such amount such additional amounts as may be required, after any
deduction or withholding of Argentine Taxes, to enable such Person to receive
from the Borrower on the due date thereof, an amount equal to the full amount
stated to be payable to such Person under this Agreement. Each Lender shall
provide to the Borrower such forms or certificates as the Borrower may
reasonably request to establish such Lender's entitlement to any exemption from
or reduction of Argentine Taxes, but no Lender shall be required to provide any
form or certificate if it determines in its discretion that the provision of
such form or certificate could adversely affect it or it is not legally
entitled to provide such form or certificate.

(d) Other Taxes. The Borrower shall pay all Other Taxes to
the relevant Governmental Authority, except taxes imposed on the gross revenues
of any Lender, which shall be paid by such Lender.

(e) Indemnification by Borrower. The Borrower shall
indemnify the Administrative Agent and each Lender against, and reimburse the
Administrative Agent and each Lender on demand for, any Argentine Taxes or
Other Taxes and any loss, liability, claim or expense, including interest,
penalties and legal fees, that the Administrative Agent or such Lender may
incur at any time arising out of or in connection with any failure of the
Borrower to make any payment of Argentine Taxes when due. A certificate as to
the amount of such payment or liability delivered to the Borrower by such
indemnified person shall be conclusive absent manifest error.

(f) Tax Receipts. The Borrower shall furnish to the
Administrative Agent, together with sufficient certified copies for
distribution to each Lender requesting the same (identifying the Lenders that
have so requested), original official tax receipts (or certified copies

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thereof) in respect of each payment of Argentine Taxes required pursuant to
this Section 2.15 (other than clause (a)) made by the Borrower or such other
information, documents and receipts that the Administrative Agent or such
Lender may reasonably require to establish to its satisfaction that full and
timely payment has been made of all such Argentine Taxes required to be paid
under this Section within 30 days after the date such payment is made.

SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing
of Set-offs.

(a) Payments by Borrower. The Borrower shall make each
payment required to be made by it hereunder (whether of principal, interest,
fees or reimbursement of LC Disbursements, or under Section 2.13, 2.14 or 2.15,
or otherwise) or under any other Loan Document (except to the extent otherwise
provided therein) prior to 12:00 noon, New York City time, on the date when
due, in immediately available funds, without set-off or counterclaim. Any
amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at its offices at 000 Xxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx, except as otherwise expressly provided in the relevant Loan
Document, and except payments to be made directly to the Issuing Lender as
expressly provided herein and except that payments pursuant to Sections 2.13,
2.14, 2.15 and 9.03 shall be made directly to the Persons entitled thereto.
The Administrative Agent shall distribute any such payments received by it for
the account of any other Person to the appropriate recipient promptly following
receipt thereof. If any payment hereunder shall be due on a day that is not a
Business Day, the date for payment shall be extended to the next succeeding
Business Day and, in the case of any payment accruing interest, interest
thereon shall be payable for the period of such extension. All payments
hereunder or under any other Loan Document (except to the extent otherwise
provided therein) shall be made in U.S. Dollars.

(b) Application if Payments Insufficient. If at any time
insufficient funds are received by and available to the Administrative Agent to
pay fully all amounts of principal, unreimbursed LC Disbursements, interest and
fees then due hereunder, such funds shall be applied (i) first, to pay interest
and fees then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of interest and fees then due to such parties, and
(ii) second, to pay principal and unreimbursed LC Disbursements then due
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of principal and unreimbursed LC Disbursements then due to such
parties.

(c) Pro Rata Treatment. Except to the extent otherwise
provided herein: (i) each Borrowing of a particular Class shall be made from
the relevant Lenders, each payment of commitment fee under Section 2.10 in
respect of Commitments of a particular Class shall be

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made for account of the relevant Lenders, and each termination or reduction of
the amount of the Commitments of a particular Class under Section 2.07 shall be
applied to the respective Commitments of such Class of the relevant Lenders,
pro rata according to the amounts of their respective Commitments of such
Class; (ii) Borrowings of any Class shall be allocated pro rata among the
relevant Lenders according to the amounts of their respective Commitments of
such Class (in the case of the making of Loans) or their respective Loans of
such Class; (iii) each payment or prepayment of principal of Loans of any Class
by the Borrower shall be made for account of the relevant Lenders pro rata in
accordance with the respective unpaid principal amounts of the Loans of such
Class held by them; and (iv) each payment of interest on Loans of any Class by
the Borrower shall be made for account of the relevant Lenders pro rata in
accordance with the amounts of interest on such Loans then due and payable to
the respective Lenders.

(d) Sharing of Payments by Lenders. If any Lender shall, by
exercising any right of set-off, counterclaim, foreclosure or otherwise, obtain
payment in respect of any principal of or interest on any of its Loans or
participations in LC Disbursements resulting in such Lender receiving payment
of a greater proportion of the aggregate amount of its Loans and participations
in LC Disbursements and accrued interest thereon then due than the proportion
received by any other Lender, then the Lender receiving such greater proportion
shall purchase (for cash at face value) participations in the Loans and
participations in LC Disbursements of other Lenders to the extent necessary so
that the benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Loans and participations in LC Disbursements; provided that
(i) if any such participations are purchased and all or any portion of the
payment giving rise thereto is recovered, such participations shall be
rescinded and the purchase price restored to the extent of such recovery,
without interest, and (ii) the provisions of this paragraph shall not be
construed to apply to any payment made by the Borrower pursuant to and in
accordance with the express terms of this Agreement or any payment obtained by
a Lender as consideration for the assignment of or sale of a participation in
any of its Loans or participations in LC Disbursements to any assignee or
participant, other than to the Borrower or any Subsidiary or Affiliate thereof
(as to which the provisions of this paragraph shall apply). Without limiting
the generality of the foregoing, Chase hereby agrees that, if as a result of
any foreclosure by it upon collateral security held by it in its individual
capacity (and not as Administrative Agent hereunder) pursuant to the Security
Documents, it shall obtain payment in respect of any principal of or interest
on any of its Loans or participations in LC Disbursements, it will, as provided
above, purchase (for cash at face value) participations in the Loans and
participations in LC Disbursements of the other Lenders to the extent necessary
so that the benefit of all such payments received by Chase shall be shared by
the Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Loans and participations in LC
Disbursements as provided above.

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The Borrower consents to the provisions of the foregoing
paragraph and agrees, to the extent it may effectively do so under applicable
law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against the Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of the Borrower in the amount of such participation.

(e) Presumptions of Payments. Unless the Administrative
Agent shall have received notice from the Borrower prior to the date on which
any payment is due to the Administrative Agent for the account of the Lenders
or the Issuing Lender hereunder that the Borrower will not make such payment,
the Administrative Agent may assume that the Borrower has made such payment on
such date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders or the Issuing Lender, as the case may be, the amount
due. In such event, if the Borrower has not in fact made such payment, then
each of the Lenders or the Issuing Lender, as the case may be, severally agrees
to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender or the Issuing Lender with interest thereon, for
each day from and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, at the Federal Funds
Effective Rate.

(f) Certain Deductions by Administrative Agent. If any
Lender shall fail to make any payment required to be made by it pursuant to
Section 2.04(e) or (f), 2.05(b) or 2.16(e), then the Administrative Agent may,
in its discretion (notwithstanding any contrary provision hereof), apply any
amounts thereafter received by the Administrative Agent for the account of such
Lender to satisfy such Lender's obligations under such Sections until all such
unsatisfied obligations are fully paid.

SECTION 2.17. Mitigation Obligations; Replacement of Lenders.

(a) Designation of Different Lending Office. If any Lender
requests compensation under Section 2.13, or if the Borrower is required to pay
any additional amount to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 2.15, then such Lender shall use
reasonable efforts to designate a different lending office for funding or
booking its Loans hereunder or to assign its rights and obligations hereunder
to another of its offices, branches or affiliates, if, in the judgment of such
Lender, such designation or assignment (i) would eliminate or reduce amounts
payable pursuant to Section 2.13 or 2.15, as the case may be, in the future and
(ii) would not subject such Lender to any unreimbursed cost or expense and
would not otherwise be disadvantageous to such Lender. The Borrower hereby
agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.

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(b) Replacement of Lenders. If any Lender requests
compensation under Section 2.13, or if the Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account
of any Lender pursuant to Section 2.15, or if any Lender defaults in its
obligation to fund Loans hereunder, then the Borrower may, at its sole expense
and effort, upon notice to such Lender and the Administrative Agent, require
such Lender to assign and delegate, without recourse (in accordance with and
subject to the restrictions contained in Section 10.04), all its interests,
rights and obligations under this Agreement to an assignee that shall assume
such obligations (which assignee may be another Lender, if a Lender accepts
such assignment); provided that (i) the Borrower shall have received the prior
written consent of the Administrative Agent, which consent shall not
unreasonably be withheld, (ii) such Lender shall have received payment of an
amount equal to the outstanding principal of its Loans and participations in LC
Disbursements, accrued interest thereon, accrued fees and all other amounts
payable to it hereunder, from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Borrower (in the case of all
other amounts) and (iii) in the case of any such assignment resulting from a
claim for compensation under Section 2.13 or payments required to be made
pursuant to Section 2.15, such assignment will result in a reduction in such
compensation or payments. A Lender shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Borrower to require such
assignment and delegation cease to apply.

ARTICLE III

GUARANTEE

SECTION 3.01. The Guarantee. The Subsidiary Guarantors
hereby jointly and severally guarantee to each Lender and the Administrative
Agent and their respective successors and assigns the prompt payment in full
when due (whether at stated maturity, by acceleration or otherwise) of the
principal of and interest on the Loans made by the Lenders to the Borrower and
all other amounts from time to time owing to the Lenders or the Administrative
Agent by the Borrower under this Agreement and by any Obligor under any of the
other Loan Documents, in each case strictly in accordance with the terms
thereof (such obligations being herein collectively called the "Guaranteed
Obligations"). The Subsidiary Guarantors hereby further jointly and severally
agree that if the Borrower shall fail to pay in full when due (whether at
stated maturity, by acceleration or otherwise) any of the Guaranteed
Obligations, the Subsidiary Guarantors will promptly pay the same, without any
demand or notice whatsoever, and that in the case of any extension of time of
payment or renewal of any of the Guaranteed Obligations, the same will be

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promptly paid in full when due (whether at extended maturity, by acceleration
or otherwise) in accordance with the terms of such extension or renewal.

SECTION 3.02. Obligations Unconditional. The obligations of
the Subsidiary Guarantors under Section 3.01 are absolute and unconditional,
joint and several, irrespective of the value, genuineness, validity, regularity
or enforceability of the obligations of the Borrower under this Agreement or
any other agreement or instrument referred to herein or therein, or any
substitution, release or exchange of any other guarantee of or security for any
of the Guaranteed Obligations, and, to the fullest extent permitted by
applicable law, irrespective of any other circumstance whatsoever that might
otherwise constitute a legal or equitable discharge or defense of a surety or
guarantor, it being the intent of this Section that the obligations of the
Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and
several, under any and all circumstances. Without limiting the generality of
the foregoing, it is agreed that the occurrence of any one or more of the
following shall not alter or impair the liability of the Subsidiary Guarantors
hereunder, which shall remain absolute and unconditional as described above:

(i) at any time or from time to time, without notice to the
Subsidiary Guarantors, the time for any performance of or compliance
with any of the Guaranteed Obligations shall be extended, or such
performance or compliance shall be waived;

(ii) any of the acts mentioned in any of the provisions of
this Agreement or any other agreement or instrument referred to herein
shall be done or omitted;

(iii) the maturity of any of the Guaranteed Obligations shall
be accelerated, or any of the Guaranteed Obligations shall be modified,
supplemented or amended in any respect, or any right under this
Agreement or any other agreement or instrument referred to herein shall
be waived or any other guarantee of any of the Guaranteed Obligations
or any security therefor shall be released or exchanged in whole or in
part or otherwise dealt with; or

(iv) any lien or security interest granted to, or in favor of,
the Administrative Agent or any Lender or Lenders as security for any
of the Guaranteed Obligations shall fail to be perfected.

The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand
of payment, protest and all notices whatsoever, and any requirement that the
Administrative Agent or any Lender exhaust any right, power or remedy or
proceed against the Borrower under this

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Agreement or any other agreement or instrument referred to herein, or against
any other Person under any other guarantee of, or security for, any of the
Guaranteed Obligations.

SECTION 3.03. Reinstatement. The obligations of the
Subsidiary Guarantors under this Article shall be automatically reinstated if
and to the extent that for any reason any payment by or on behalf of the
Borrower in respect of the Guaranteed Obligations is rescinded or must be
otherwise restored by any holder of any of the Guaranteed Obligations, whether
as a result of any proceedings in bankruptcy or reorganization or otherwise,
and the Subsidiary Guarantors jointly and severally agree that they will
indemnify the Administrative Agent and each Lender on demand for all reasonable
costs and expenses (including fees of counsel) incurred by the Administrative
Agent or such Lender in connection with such rescission or restoration,
including any such costs and expenses incurred in defending against any claim
alleging that such payment constituted a preference, fraudulent transfer or
similar payment under any bankruptcy, insolvency or similar law.

SECTION 3.04. Subrogation. The Subsidiary Guarantors hereby
jointly and severally agree that until the payment and satisfaction in full of
all Guaranteed Obligations and the expiration and termination of the
Commitments of the Lenders under this Agreement they shall not exercise any
right or remedy arising by reason of any performance by them of their guarantee
in Section 3.01, whether by subrogation or otherwise, against the Borrower or
any other guarantor of any of the Guaranteed Obligations or any security for
any of the Guaranteed Obligations.

SECTION 3.05. Remedies. The Subsidiary Guarantors jointly
and severally agree that, as between the Subsidiary Guarantors and the Lenders,
the obligations of the Borrower under this Agreement may be declared to be
forthwith due and payable as provided in Article VIII (and shall be deemed to
have become automatically due and payable in the circumstances provided in
Article VIII) for purposes of Section 3.01 notwithstanding any stay, injunction
or other prohibition preventing such declaration (or such obligations from
becoming automatically due and payable) as against the Borrower and that, in
the event of such declaration (or such obligations being deemed to have become
automatically due and payable), such obligations (whether or not due and
payable by the Borrower) shall forthwith become due and payable by the
Subsidiary Guarantors for purposes of Section 3.01.

SECTION 3.06. Instrument for the Payment of Money. Each
Subsidiary Guarantor hereby acknowledges that the guarantee in this Article
constitutes an instrument for the payment of money, and consents and agrees
that any Lender or the Administrative Agent, at its sole option, in the event
of a dispute by such Subsidiary Guarantor in the payment of any

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moneys due hereunder, shall have the right to bring motion-action under New
York CPLR Section 3213.

SECTION 3.07. Continuing Guarantee. The guarantee in this
Article is a continuing guarantee, and shall apply to all Guaranteed
Obligations whenever arising.

SECTION 3.08. Rights of Contribution. The Subsidiary
Guarantors hereby agree, as between themselves, that if any Subsidiary
Guarantor shall become an Excess Funding Guarantor (as defined below) by reason
of the payment by such Subsidiary Guarantor of any Guaranteed Obligations, each
other Subsidiary Guarantor shall, on demand of such Excess Funding Guarantor
(but subject to the next sentence), pay to such Excess Funding Guarantor an
amount equal to such Subsidiary Guarantor's Pro Rata Share (as defined below
and determined, for this purpose, without reference to the properties, debts
and liabilities of such Excess Funding Guarantor) of the Excess Payment (as
defined below) in respect of such Guaranteed Obligations. The payment
obligation of a Subsidiary Guarantor to any Excess Funding Guarantor under this
Section shall be subordinate and subject in right of payment to the prior
payment in full of the obligations of such Subsidiary Guarantor under the other
provisions of this Article and such Excess Funding Guarantor shall not exercise
any right or remedy with respect to such excess until payment and satisfaction
in full of all of such obligations.

For purposes of this Section, (i) "Excess Funding Guarantor"
means, in respect of any Guaranteed Obligations, a Subsidiary Guarantor that
has paid an amount in excess of its Pro Rata Share of such Guaranteed
Obligations, (ii) "Excess Payment" means, in respect of any Guaranteed
Obligations, the amount paid by an Excess Funding Guarantor in excess of its
Pro Rata Share of such Guaranteed Obligations and (iii) "Pro Rata Share" means,
for any Subsidiary Guarantor, the ratio (expressed as a percentage) of (x) the
amount by which the aggregate present fair saleable value of all properties of
such Subsidiary Guarantor (excluding any shares of stock or quotas of any other
Subsidiary Guarantor) exceeds the amount of all the debts and liabilities of
such Subsidiary Guarantor (including contingent, subordinated, unmatured and
unliquidated liabilities, but excluding the obligations of such Subsidiary
Guarantor hereunder and any obligations of any other Subsidiary Guarantor that
have been Guaranteed by such Subsidiary Guarantor) to (y) the amount by which
the aggregate fair saleable value of all properties of all of the Subsidiary
Guarantors exceeds the amount of all the debts and liabilities (including
contingent, subordinated, unmatured and unliquidated liabilities, but excluding
the obligations of the Borrower and the Subsidiary Guarantors hereunder and
under the other Loan Documents) of all of the Subsidiary Guarantors, determined
(A) with respect to any Subsidiary Guarantor that is a party hereto on the
Closing Date, as of the Closing Date, and (B) with respect to any other
Subsidiary Guarantor, as of the date such Subsidiary Guarantor becomes a
Subsidiary Guarantor hereunder.

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SECTION 3.09. General Limitation on Guarantee Obligations.
In any action or proceeding involving any state corporate law, or any state or
Federal bankruptcy, insolvency, reorganization or other law affecting the
rights of creditors generally, if the obligations of any Subsidiary Guarantor
under Section 3.01 would otherwise, taking into account the provisions of
Section 3.08, be held or determined to be void, invalid or unenforceable, or
subordinated to the claims of any other creditors, on account of the amount of
its liability under Section 3.01, then, notwithstanding any other provision
hereof to the contrary, the amount of such liability shall, without any further
action by such Subsidiary Guarantor, any Lender, the Administrative Agent or
any other Person, be automatically limited and reduced to the highest amount
that is valid and enforceable and not subordinated to the claims of other
creditors as determined in such action or proceeding.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Lenders that:

SECTION 4.01. Organization. Each of the Borrower and its
Subsidiaries is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization, has all requisite power and
authority to carry on its business as now conducted and as proposed to be
conducted and, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect, is qualified to do business in, and is in good standing in, every
jurisdiction where failure to be so qualified would have a Material Adverse
Effect.

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SECTION 4.02. Authorization; Enforceability. The
Transactions are within each Obligor's corporate or other powers and have been
duly authorized by all necessary corporate and, if required, by all necessary
shareholder action. This Agreement has been duly executed and delivered by
each Obligor and constitutes, and each of the other Loan Documents to which it
is a party when executed and delivered by such Obligor will constitute, a
legal, valid and binding obligation of such Obligor, enforceable against each
Obligor in accordance with its terms, except as such enforceability may be
limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar
laws of general applicability affecting the enforcement of creditors' rights
and (b) the application of general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law).

SECTION 4.03. Governmental Approvals; No Conflicts. The
Transactions (a) do not require any consent or approval (including any exchange
control approval) of, registration or filing with, or any other action by, any
Governmental Authority (including the Central Bank of Argentina), except for
such as have been obtained or made and are in full force and effect and are
listed on Schedule II, (b) will not violate any applicable law or regulation
(including regulations of the Central Bank of Argentina) or the charter,
by-laws or other organizational documents of the Borrower or any of its
Subsidiaries or any order of any Governmental Authority and (c) will not
violate or result in a default under any indenture, agreement or other
instrument binding upon the Borrower or any of its Subsidiaries or their
respective assets, or give rise to a right thereunder to require any payment to
be made by any such Person.

SECTION 4.04. Legal Form. Each of the Loan Documents is in
proper legal form under the law of Argentina for the enforcement thereof
against the Borrower under such law, and if each of the Loan Documents were
stated to be governed by such law, they would constitute legal, valid and
binding obligations of the Borrower under such law, enforceable in accordance
with their respective terms. All formalities required in Argentina for the
validity and enforceability of each of the Loan Documents (including any
necessary registration, recording or filing with any court or other authority
in Argentina) have been accomplished, and no Taxes are required to be paid to
Argentina, or any political subdivision thereof or therein, and no notarization
is required, for the validity and enforceability thereof, except that (i) if
the Loan Documents are enforced before the courts of the City of Buenos Aires,
the payment of a court tax of 3% on the amount of the claim is required to be
made in accordance with Article 2 of Law No. 23,898 and (ii) a translation of
the Loan Documents into Spanish (to the extent not already written in Spanish)
by a sworn translator is required for enforcement thereof in Argentina and
pursuant to Law No. 24,573 and its regulatory decree No. 1021/95, certain
obligatory mediation procedures must be exhausted prior to the initiation of
lawsuits in Argentina, with the exception, among others, of bankruptcy and
executory proceedings, which executory proceedings include

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the enforcement of foreign judgments, in which case mediation procedures remain
optional for the plaintiff. Subject to the foregoing, any judgment against the
Borrower of a State or Federal court of or in the State of New York which
satisfies the requirements of Articles 517 through 519 of Law 17.454, as
amended by Law 22.434 (National Code of Civil and Commercial Procedures) is
capable of being enforced in the courts of Argentina.

SECTION 4.05. Financial Condition; No Material Adverse Change.

(a) The Borrower has heretofore furnished to the Lenders the
consolidated balance sheet and statements of income, stockholders' equity and
cash flows of the Borrower and its Subsidiaries (i) as of and for the fiscal
year ended December 31, 1997, certified by the chief financial officer of the
Borrower. Such financial statements above present fairly, in all material
respects, the financial position and results of operations and cash flows of
the Borrower and its Subsidiaries as of such dates and for such periods in
accordance with GAAP, subject to year-end audit adjustments and the absence of
footnotes in the case of the statements referred to in clause (ii) of the first
sentence of this paragraph. None of the Borrower or any of its Subsidiaries
has on the date hereof any material contingent liabilities, liabilities for
taxes, unusual forward or long-term commitment or unrealized or anticipated
losses from any unfavorable commitments, except as referred to or reflected or
provided for in said financial statements as at said dates.

(b) Since December 31, 1997, there has been no material
adverse change in the business, assets, operations, prospects or condition,
financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole.

SECTION 4.06. Properties.

(a) Each of the Borrower and its Subsidiaries has good title
to, or valid leasehold interests in, all its property material to its business,
subject only to Liens permitted by Section 7.02 and except for minor defects in
title that do not interfere with its ability to conduct its business as
currently conducted or to utilize such properties for their intended purposes.

(b) Each of the Borrower and its Subsidiaries owns, or is
licensed to use, all trademarks, tradenames, copyrights, patents and other
intellectual property material to its business, and the use thereof by the
Borrower and its Subsidiaries does not infringe upon the rights of any other
Person, except for any such infringements that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

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SECTION 4.07. Litigation and Environmental Matters.

(a) There are no actions, suits or proceedings by or before
any arbitrator or Governmental Authority now pending against or, to the
knowledge of the Borrower, threatened against or affecting the Borrower or any
of its Subsidiaries (i) as to which there is a reasonable possibility of an
adverse determination and that, if adversely determined, could reasonably be
expected, individually or in the aggregate, to result in a Material Adverse
Effect (other than as set forth in Schedule VI) or (ii) that involve this
Agreement or the Transactions.

(b) Except as set forth in Schedule VI and except with
respect to any other matters that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, neither the
Borrower nor any of its Subsidiaries (i) has failed to comply with any
Environmental Law or to obtain, maintain or comply with any permit, license or
other approval required under any Environmental Law, (ii) has become subject to
any Environmental Liability, (iii) has received notice of any claim with
respect to any Environmental Liability or (iv) knows of any basis for any
Environmental Liability.

(c) Since the date of this Agreement, there has been no
change in the status of the matters set forth in Schedule VI that, individually
or in the aggregate, has resulted in, or materially increased the likelihood
of, a Material Adverse Effect.

SECTION 4.08. Compliance with Laws and Agreements. Each of
the Borrower and its Subsidiaries is in compliance with all laws, regulations
and orders of any Governmental Authority applicable to it or its property and
all indentures, agreements and other instruments binding upon it or its
property, except where the failure to do so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect. No
Default has occurred and is continuing.

SECTION 4.09. Taxes. Each of the Borrower and its
Subsidiaries has timely filed or caused to be filed all Tax returns and reports
required to have been filed and has paid or caused to be paid all Taxes
required to have been paid by it, except (a) Taxes that are being contested in
good faith by appropriate proceedings and for which such Person has set aside
on its books adequate reserves or (b) to the extent that the failure to do so
could not reasonably be expected to result in a Material Adverse Effect.

SECTION 4.10. Disclosure. The Borrower has disclosed to the
Lenders all agreements, instruments and corporate or other restrictions to
which it or any of its Subsidiaries is subject, and all other matters known to
it, that, individually or in the aggregate, could reasonably be expected to
result in a Material Adverse Effect. None of the reports, financial

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statements, certificates or other information furnished by or on behalf of the
Obligors to the Lenders in connection with the negotiation of this Agreement
and the other Loan Documents or delivered hereunder or thereunder (as modified
or supplemented by other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided that, with respect to projected financial
information, the Borrower represents only that such information was prepared in
good faith based upon assumptions believed to be reasonable at the time.

SECTION 4.11. Material Agreements and Liens.

(a) Part A of Schedule IV is a complete and correct list of
each credit agreement, loan agreement, indenture, purchase agreement,
guarantee, letter of credit or other arrangement providing for or otherwise
relating to any Indebtedness or any extension of credit (or commitment for any
extension of credit) to, or guarantee by, the Borrower or any of its
Subsidiaries outstanding on the date hereof, and the aggregate principal or
face amount outstanding or that may become outstanding under each such
arrangement is correctly described in Part A of Schedule IV.

(b) Part B of Schedule IV is a complete and correct list of
each Lien securing Indebtedness of any Person outstanding on the date hereof
covering any property of the Borrower or any of its Subsidiaries, and the
aggregate Indebtedness secured (or that may be secured) by each such Lien and
the property covered by each such Lien is correctly described in Part B of
Schedule IV.

SECTION 4.12. Subsidiaries, Etc.

(a) Set forth in Part A of Schedule VII is a complete and
correct list of all of the Subsidiaries of the Borrower as of the date hereof,
together with, for each such Subsidiary, (i) the jurisdiction of organization
of such Subsidiary, (ii) each Person holding ownership interests in such
Subsidiary and (iii) the nature of the ownership interests held by each such
Person and the percentage of ownership of such Subsidiary represented by such
ownership interests. Except as disclosed in Part A of Schedule VII, (x) the
Borrower and its Subsidiaries owns, free and clear of Liens (other than Liens
created pursuant to the Security Documents), and has the unencumbered right to
vote, all outstanding ownership interests in each Person shown to be held by it
in Part A of Schedule VII, (y) all of the issued and outstanding capital stock
or quotas of capital of each such Person organized as a corporation is validly
issued, fully paid and nonassessable and (z) there are no outstanding Equity
Rights with respect to such Person.

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(b) Set forth in Part B of Schedule VII is a complete and
correct list of all Investments (other than Investments disclosed in Part A of
Schedule VII) held by the Borrower or any of its Subsidiaries in any Person on
the date hereof and, for each such Investment, (x) the identity of the Person
or Persons holding such Investment and (y) the nature of such Investment.
Except as disclosed in Part B of Schedule VII, each of the Borrower and its
Subsidiaries owns, free and clear of all Liens (other than Liens created
pursuant to the Security Documents), all such Investments.

(c) None of the Subsidiaries of the Borrower is, on the date
hereof, subject to any indenture, agreement, instrument or other arrangement of
the type described in Section 7.07.

SECTION 4.13. Security Interests. Each of the Security
Documents is effective to create on the Closing Date (and, in the case of any
Security Document executed and delivered after the Closing Date, is effective
to create on such date of execution and delivery), in favor of the
Administrative Agent for the benefit of the Administrative Agent and the
Lenders (or in the case of real or tangible personal property located in
Argentina but outside the Federal Capital of Buenos Aires, in favor of Chase),
a valid perfected and enforceable first priority Lien under the law of
Argentina, in all of the right, title and interest of each Obligor in, to and
under the Covered Property of such Obligor, subjected to the Lien of such
Security Document as collateral security for the payment of the principal of
and interest on the Loans, and all other amounts payable, hereunder.

SECTION 4.14. Ranking. This Agreement and the other Loan
Documents and the obligations evidenced hereby and thereby are and will at all
times be direct and unconditional general obligations of the Borrower, and rank
and will at all times rank in right of payment and otherwise at least pari
passu with all other unsecured Indebtedness of the Borrower, whether now
existing or hereafter outstanding.

SECTION 4.15. Commercial Activity; Absence of Immunity. Each
of the Borrower and its Subsidiaries is subject to civil and commercial law
with respect to its obligations under this Agreement and each of the other Loan
Documents to which it is a party. The execution, delivery and performance by
the Obligors of this Agreement and each of the other Loan Documents to which it
is a party constitute private and commercial acts rather than public or
governmental acts. Neither the Borrower or its Subsidiaries, nor any of their
respective properties or revenues, is entitled to any right of immunity in any
jurisdiction from suit, court jurisdiction, judgment, attachment (whether
before or after judgment), set-off or execution of a judgment or from any other
legal process or remedy relating to the obligations of the Obligors under this
Agreement or any of the other Loan Documents to which it is a party.

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SECTION 4.16. Use of Credit. Neither the Borrower nor any of
its Subsidiaries is engaged principally, or as one of its important activities,
in the business of extending credit for the purpose, whether immediate,
incidental or ultimate, of buying or carrying Margin Stock.

SECTION 4.17. Real Property. Set forth on the Real Property
Certificate is a list of all of the real property interests of the Borrower and
its Subsidiaries on the date hereof, indicating in each case whether the
respective property is owned or leased, the identity of the owner or lessee and
the location of the respective property. All such leases necessary for the
conduct of the business of the Borrower and its Subsidiaries are valid and
subsisting and are in full force and effect, except for such failures to be
valid, subsisting and in full force and effect as would not, individually or in
the aggregate, have a Material Adverse Effect.

SECTION 4.18. Vendor Contract. The Borrower has heretofore
delivered to the Administrative Agent a true and complete copy of the Vendor
Contract and any amendments thereto.

ARTICLE V

CONDITIONS

SECTION 5.01. Closing Date. The obligations of the Lenders
to make Loans and of the Issuing Lender to issue Letters of Credit hereunder is
subject to the Administrative Agent having received each of the following
documents, each of which shall be satisfactory to the Administrative Agent (and
to the extent specified below, to each Lender) in form and substance (or such
condition shall have been waived in accordance with Section 10.02):

(a) Executed Counterparts. From each party hereto either (i)
a counterpart of this Agreement signed on behalf of such party or (ii)
written evidence satisfactory to the Administrative Agent (which may
include telecopy transmission of a signed signature page of this
Agreement) that such party has signed a counterpart of this Agreement,
and to the extent requested pursuant to Section 2.08(f), promissory
notes.

(b) Opinion of Special New York Counsel to the Relevant
Parties. A favorable written opinion (addressed to the Administrative
Agent and the Lenders and dated the Closing Date) of Xxxxx, Day,
Xxxxxx & Xxxxx, special New York counsel for the Relevant Parties,
substantially in the form of Exhibit E, and covering such other
matters relating to the Relevant Parties, this Agreement or the
Transactions as the Required

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Lenders shall reasonably request (it being understood that portions of
such opinion may be given by inside general counsel for one or more of
the Relevant Parties). Each Obligor hereby requests such counsel to
deliver such opinion.

(c) Opinions of Argentine Counsel. A favorable written
opinion (addressed to the Administrative Agent and the Lenders and
dated the Closing Date) of each of (i) M. & X. Xxxxxxx, special
Argentine counsel for the Borrower, substantially in the form of
Exhibit F and (ii) Xxxxx Xxxxx, Grondona, Benites, Xxxxxxx & Martinez
de Hoz, special Argentine counsel for Chase, substantially in the form
of Exhibit G and, in each case, covering such other matters relating
to the Borrower, this Agreement or the Transactions as the Required
Lenders shall reasonably request. The Borrower hereby requests such
counsel to deliver such opinion to the Lenders.

(d) Opinion of Cayman Islands Counsel to the Parent. A
favorable written opinion (addressed to the Administrative Agent and
the Lenders and dated the Closing Date) of Xxxxxx and Xxxxxx, special
Cayman Islands counsel for the Parent, covering such matters relating
to the Parent, this Agreement or the Transactions as the Required
Lenders shall reasonably request.

(e) Opinion of Special New York Counsel to Chase. An
opinion, dated the Closing Date, of Milbank, Tweed, Xxxxxx & XxXxxx,
special New York counsel to Chase, substantially in the form of
Exhibit H (and Chase hereby instructs such counsel to deliver such
opinion to the Lenders).

(f) Organizational Documents. Such documents and
certificates as the Administrative Agent or its counsel may reasonably
request relating to the organization, existence and good standing of
the Relevant Parties, the authorization of the Transactions and any
other legal matters relating to the Relevant Parties, this Agreement
or the Transactions, all in form and substance satisfactory to the
Administrative Agent and to special New York counsel to Chase,
including, without limitation, partners' and managers' resolutions of
the Borrower approving the Transactions.

(g) Officer's Certificate. A certificate, dated the Closing
Date and signed by the President, a Vice President or a Financial
Officer of the Borrower, confirming compliance with the conditions set
forth in the lettered clauses of the first sentence of Section 5.02.

(h) Obligor Security Documents. Assignments, security
agreements, mortgages and similar instruments executed and delivered
by each Obligor in favor of the Administrative Agent for the benefit
of the Administrative Agent and the Lenders (except

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for any of the foregoing covering real or tangible personal property
located in Argentina but outside of the Federal Capital of Buenos
Aires, which shall be in favor of Chase alone) covering all Covered
Property of the Obligors, in each case subject to Section 6.11 and in
form and substance satisfactory to the Administrative Agent and
special Argentine counsel to Chase. In addition, each Obligor shall
have taken such other action as the Administrative Agent shall have
requested in order to perfect the Liens created pursuant to such
Security Documents.

(i) Parent Pledge Agreement. The Parent Pledge Agreement,
duly executed and delivered by the Parent, Nextel International
(Holdings) Ltd. and the Administrative Agent, together with evidence
of (A) registration thereof with the Inspeccion General de Justicia,
(B) an annotation of the Contrato Social of the Borrower to reflect
the pledge of quotas and registration thereof with the Inspeccion
General de Justicia and (C) entries made in the Register of Mortgages
and Charges of the Parent in respect of the Lien created by the Parent
Pledge Agreement in accordance with Section 53 of the Companies Law
(1995 Revision) of the Cayman Islands.

(j) Undertaking and Security Agreement. The Undertaking and
Security Agreement duly executed and delivered by the Parent, the
Borrower and the Administrative Agent, together with such notification
to the counterparties to the agreements included in the "Collateral"
thereunder, and such Uniform Commercial Code financing statements, as
the Administrative Agent shall reasonably request.

(k) Cayman Islands Pledge Agreement. The Cayman Islands
Pledge Agreement duly executed and delivered by the holder or holders
of all of the issued and outstanding shares of Capital Stock of the
Parent, and by the Administrative Agent together with evidence that
such actions and documents shall have been taken or executed and
delivered as the Administrative Agent shall have requested in order to
perfect the security interest created thereby as a valid first and
prior perfected security interest in the Collateral thereunder.

(l) Capital Subscription Agreement. The Capital Subscription
Agreement, duly executed and delivered by the Parent Shareholder, the
Parent and the Borrower and the Consent and Agreement, duly executed
and delivered by the Parent Shareholder, the Parent, the Borrower and
the Administrative Agent.

(m) Equity Capital. Evidence that the Borrower shall have,
as of the Closing Date, not less than U.S. $98,000,000 (or its
equivalent) of Equity Capital.

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(n) Governmental Approvals. (i) Certified copies of all
governmental approvals necessary or, in the discretion of the
Administrative Agent, advisable in connection with this Agreement and
the transactions contemplated hereby and the continuing operations of
the Borrower and its Subsidiaries, (ii) evidence that all such
approvals are in full force and effect and (iii) evidence of payment
(or satisfactory arrangements for payment) of all license and other
governmental fees.

(o) Material Agreements. Certified copies of the Vendor
Contract, the Interconnection Agreement and the Licenses obtained from
the Government of Argentina.

(p) Base Case Projections. Certified copies of the Base Case
Projections.

(q) Sufficiency of Funds. Evidence that the amounts
available hereunder and under the Capital Subscription Agreement are
sufficient to meet the ongoing working capital needs of the Borrower
and its Subsidiaries following the consummation of the transactions
contemplated hereby.

(r) Purchase from Telcom Ventures, LLC. Evidence that the
Parent Shareholder, directly or indirectly through a wholly owned
Subsidiary of the Parent Shareholder, shall have purchased all of the
capital stock of the Parent held by Telcom Ventures, LLC such that the
Parent Shareholder, through its wholly owned Subsidiary, shall own
100% of the share capital of the Parent, which evidence shall include
certified copies of the relevant documentation in connection
therewith, each of which shall be in form and substance satisfactory
to the Administrative Agent.

(s) Process Agent Acceptance. A Process Agent Acceptance,
duly executed and delivered by the Process Agent, in substantially the
form of Exhibit J.

(t) Conversion; Merger, Etc. Evidence that (i) the Borrower
has been duly converted and registered as a sociedad de
responsabilidad limitada under Argentine law with the Inspeccion
General de Justicia, (ii) the managers of the Borrower have ratified
the obligations of the Borrower under this Agreement and each of the
other Loan Documents to which it is a party on or after the
effectiveness of the registration referred to above, (iii) the merger
of Buenos Aires Trunking S.R.L., Airlink S.R.L. and Communications
Services S.R.L. into the Borrower has been effected and registered
with the Inspeccion General de Justicia (together with copies of the
relevant merger documents) and (iv) all right, title and interest in
and to the tangible and intangible assets

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in which the Borrower purports to xxxxx x Xxxx pursuant to the
Security Documents has been transferred to the Borrower.

(u) Real Estate Certificate. A certificate duly executed and
delivered by the Borrower identifying all the real property interests
of the Borrower and its Subsidiaries on the Closing Date, setting
forth in each case whether the respective property is owned or leased,
the identity of the owner or lessee and the location of the respective
property and otherwise in form and substance satisfactory to the
Lenders (the "Real Estate Certificate").

(v) Other Documents. Such other documents as the
Administrative Agent or any Lender or special New York counsel to
Chase may reasonably request.

The obligation of any Lender to make its initial extension of
credit hereunder is also subject to the payment by the Borrower of such fees as
the Borrower shall have agreed to pay to any Lender or the Administrative Agent
in connection herewith, including the reasonable fees and expenses of Milbank,
Tweed, Xxxxxx & XxXxxx, special New York counsel to Chase and Xxxxx Xxxxx,
Grondona, Benites, Xxxxxxx & Martinez de Hoz, special Argentine counsel to
Chase, in connection with the negotiation, preparation, execution and delivery
of this Agreement and the other Loan Documents and the extensions of credit
hereunder (subject to Section 10.03(a) and to the extent that statements for
such fees and expenses have been delivered to the Borrower).

The Administrative Agent shall notify the Borrower and the
Lenders of the Closing Date, and such notice shall be conclusive and binding.
Notwithstanding the foregoing, the obligations of the Lenders to make Loans and
of the Issuing Lender to issue Letters of Credit hereunder shall not become
effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 10.02) on or prior to 5:00 p.m., New York City time, on May
31, 1998 (and, in the event such conditions are not so satisfied or waived, the
Commitments shall terminate at such time).

SECTION 5.02. Each Credit Event. The obligation of each
Lender to make a Loan on the occasion of any Borrowing, and of the Issuing
Lender to issue, amend, renew or extend any Letter of Credit, is subject to the
satisfaction of the following conditions:

(a) the representations and warranties of each Obligor set
forth in this Agreement and of each Relevant Party in the other Loan
Documents shall be true and correct on and as of the date of such
Borrowing or the date of issuance, amendment, renewal or extension of
such Letter of Credit, as applicable (or, if such representation or
warranty is

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given as to a specific date, such representation or warranty shall
have been true and correct as of such specific date); and

(b) at the time of and immediately after giving effect to
such Borrowing or the issuance, amendment, renewal or extension of
such Letter of Credit, as applicable, no Default shall have occurred
and be continuing.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter
of Credit shall be deemed to constitute a representation and warranty by the
Borrower on the date thereof as to the matters specified in the preceding
sentence.

ARTICLE VI

AFFIRMATIVE COVENANTS

Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall
have been paid in full and all Letters of Credit shall have expired or
terminated and all LC Disbursements shall have been reimbursed, the Borrower
covenants and agrees with the Lenders that:

SECTION 6.01. Financial Statements and Other Information.
The Borrower will furnish to the Administrative Agent and each Lender:

(a) within 90 days after the end of each fiscal year of the
Borrower, the audited consolidated balance sheet and related
statements of operations, stockholders' equity and cash flows of the
Borrower and its Subsidiaries as of the end of and for such year,
setting forth in each case in comparative form the figures for the
previous fiscal year, all reported on by Deloitte & Touche LLP or other
independent public accountants of recognized national standing (without
a "going concern" or like qualification or exception and without any
qualification or exception as to the scope of such audit) to the effect
that such consolidated financial statements present fairly in all
material respects the financial condition and results of operations of
the Borrower and its Subsidiaries on a consolidated basis in accordance
with GAAP consistently applied;

(b) within 45 days after the end of each fiscal quarter of
each fiscal year of the Borrower, the consolidated balance sheet and
related statements of operations, stockholders' equity and cash flows
of the Borrower and its Subsidiaries as of the end of

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and for such fiscal quarter and the then elapsed portion of the fiscal
year, setting forth in each case in comparative form the figures for
(or, in the case of the balance sheet, as of the end of) the
corresponding period or periods of the previous fiscal year, all
certified by a Financial Officer of the Borrower as presenting fairly
in all material respects the financial condition and results of
operations of the Borrower and its Subsidiaries on a consolidated basis
in accordance with GAAP consistently applied, subject to normal
year-end audit adjustments and the absence of footnotes;

(c) concurrently with any delivery of financial statements
under clause (a) or (b) of this Section, a certificate of a Financial
Officer of the Borrower certifying as to whether a Default has
occurred and, if a Default has occurred, specifying the details
thereof and any action taken or proposed to be taken with respect
thereto;

(d) concurrently with any delivery of financial statements
under clause (a) of this Section, a certificate of the accounting firm
that reported on such financial statements stating whether they
obtained knowledge during the course of their examination of such
financial statements of any Default arising as a result of a failure
of the Borrower to observe or perform any covenant, condition or
agreement contained in Article VII (which certificate may be limited
to the extent required by accounting rules or guidelines);

(e) concurrently with any delivery of financial statements
under clause (b) of this Section, a certificate of the Borrower
setting forth in reasonable detail the aggregate cumulative historic
cost of all Covered Property located within the Federal Capital of
Buenos Aires and within the rest of Argentina, such historic cost to
be determined, for each such geographic area, on a cumulative basis
from the date of formation of the Borrower, or any predecessor,
through the last day of the fiscal quarter covered by such statements;

(f) within 30 days after the beginning of each fiscal year of
the Borrower, financial projections for the Borrower and its
Subsidiaries for such fiscal year, prepared with such detail as
requested by the Administrative Agent; and

(g) promptly following any request therefor, such other
information regarding the operations, business affairs and financial
condition of the Borrower or any of its Subsidiaries, or compliance
with the terms of this Agreement and the other Loan Documents, as the
Administrative Agent or any Lender may reasonably request.

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SECTION 6.02. Notices of Material Events. The Borrower (for
itself and on behalf of the Parent) will furnish to the Administrative Agent
(which shall provide a copy thereof to each Lender) prompt written notice of
the following:

(a) the occurrence of any Default;

(b) the filing or commencement of any action, suit or
proceeding by or before any arbitrator or Governmental Authority
against or affecting the Parent or any of its Affiliates (including
the Borrower) that, if adversely determined, could reasonably be
expected to result in a Material Adverse Effect;

(c) the assertion of any environmental matter by any Person
against, or with respect to the activities of, the Borrower or any of
its Subsidiaries and any alleged violation of or non-compliance with
any Environmental Laws or any permits, licenses or authorizations,
other than any environmental matter or alleged violation that, if
adversely determined, would not (either individually or in the
aggregate) have a Material Adverse Effect; and

(d) any other development that results in, or could
reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Borrower setting forth
the details of the event or development requiring such notice and any action
taken or proposed to be taken with respect thereto.

SECTION 6.03. Existence; Conduct of Business. The Borrower
will, and will cause each of its Subsidiaries to cause to be done all things
necessary to preserve, renew and keep in full force and effect its legal
existence and the rights, licenses, permits, privileges and franchises material
to the conduct of its business (including, without limitation, taking all
actions to satisfy completion deadlines (if any) under its licenses); provided
that the foregoing shall not prohibit any merger, consolidation, liquidation or
dissolution permitted under Section 7.03.

Without limiting the generality of the foregoing, the Borrower
will take such action from time to time as shall be necessary in order to (a)
complete the development, expansion and upgrade of its network system as
contemplated in the Information Memorandum, and to operate such system in the
manner contemplated by the Information Memorandum, (b) enforce the Vendor
Contract in accordance with their respective terms and (c) comply with the
terms and conditions of the Interconnection Agreement.

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SECTION 6.04. Payment of Obligations. The Borrower will, and
will cause each of its Subsidiaries to, pay its obligations, including Tax
liabilities, that, if not paid, could result in a Material Adverse Effect
before the same shall become delinquent or in default, except where (a) the
validity or amount thereof is being contested in good faith by appropriate
proceedings, (b) the Borrower or such Subsidiary has set aside on its books
adequate reserves with respect thereto in accordance with GAAP and (c) the
failure to make payment pending such contest could not reasonably be expected
to result in a Material Adverse Effect.

SECTION 6.05. Maintenance of Properties; Insurance. The
Borrower will, and will cause each of its Subsidiaries to, (a) keep and
maintain all property material to the conduct of its business in good working
order and condition, ordinary wear and tear excepted, and (b) maintain, with
financially sound and reputable insurance companies, insurance in such amounts
and against such risks as are customarily maintained by companies engaged in
the same or similar businesses operating in the same or similar locations.

SECTION 6.06. Books and Records; Inspection Rights. The
Borrower will, and will cause each of its Subsidiaries to, keep proper books of
record and account in which full, true and correct entries are made of all
dealings and transactions in relation to its business and activities. The
Borrower will, and will cause each of its Subsidiaries to, permit any
representatives designated by the Administrative Agent or any Lender, upon
reasonable prior notice, to visit and inspect its properties, to examine and
make extracts from its books and records, and to discuss its affairs, finances
and condition with its officers and independent accountants, all at such
reasonable times and as often as reasonably requested.

SECTION 6.07. Compliance with Laws. The Borrower will, and
will cause each of its Subsidiaries to, comply in all material respects with
all laws, rules, regulations and orders of any Governmental Authority
applicable to it or its property and each of its contractual obligations,
including without limitation, Environmental Laws.

SECTION 6.08. Use of Proceeds and Letters of Credit.

(a) Tranche A1 Loans and Tranche A2 Loans. The proceeds of
the Tranche A1 Loans and the Tranche A2 Loans will be used solely to finance
the import of capital goods into Argentina.

(b) Tranche B1 Loans and Tranche B2 Loans. The proceeds of
the Tranche B1 Loans and the Tranche B2 Loans will be used solely to finance
capital expenditures related to the development, expansion and upgrade of the
Borrower's network systems, to finance acquisitions

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of spectrum not prohibited hereunder, to finance the import of capital goods
into Argentina, and to finance the general working capital needs of the
Borrower and its Subsidiaries.

(c) Incremental Facility Loans. The proceeds of Incremental
Facility Loans will be used for any purpose to which the proceeds of Tranche A1
Loans, Tranche A2 Loans, Tranche B1 Loans or Tranche B2 Loans may be applied.

(d) Margin Regulations. No part of the proceeds of any Loan
will be used, whether directly or indirectly, for any purpose that entails a
violation of any of the Regulations of the Board, including Regulations G, U
and X.

SECTION 6.09. Certain Obligations Respecting Subsidiaries.

(a) Subsidiary Guarantors. The Borrower will take such
action, and will cause each of its Subsidiaries to take such action, from time
to time as shall be necessary to ensure that all Subsidiaries of the Borrower
(other than Non-Material Subsidiaries) are "Subsidiary Guarantors" hereunder
(including payment of fees to any Subsidiary Guarantors organized in Argentina
as consideration for becoming a Subsidiary Guarantor hereunder). Without
limiting the generality of the foregoing, in the event that the Borrower or any
of its Subsidiaries shall form or acquire any Person that shall constitute a
Subsidiary (other than a Non-Material Subsidiary) hereunder, the Borrower and
its Subsidiaries will cause such new Subsidiary to:

(i) become a "Subsidiary Guarantor" hereunder, and a
"Securing Party" under the Security Documents pursuant to a Guarantee
Assumption Agreement;

(ii) cause such Subsidiary to take such action (including
delivering such shares of stock and Security Documents) as shall be
necessary to create and perfect valid, perfected and enforceable first
priority Liens on substantially all of the Covered Property of such
new Subsidiary as collateral security for the obligations of such new
Subsidiary under its Guarantee Assumption Agreement; and

(iii) deliver such proof of corporate action, incumbency of
officers, opinions of counsel and other documents as is consistent
with those delivered by each Obligor pursuant to Section 5.01 on the
Closing Date or as the Administrative Agent shall have requested.

(b) Ownership of Subsidiaries. The Borrower will, and will
cause each of its Subsidiaries to, take such action from time to time as shall
be necessary to ensure that each of its Subsidiaries is a wholly owned
Subsidiary (or a 99% owned Subsidiary in the case of

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Subsidiaries organized under the laws of Argentina). In the event that any
additional shares of stock or quotas, as applicable, shall be issued by any
Subsidiary, the respective Obligor agrees forthwith to deliver to the
Administrative Agent pursuant to the Security Agreements the certificates
evidencing such shares of stock, accompanied by undated stock powers executed
in blank (if applicable) or (in the case of quotas) to register such additional
quotas with the Inspeccion General de Justicia, and to take such other action
as the Administrative Agent shall request to perfect the security interest
created therein pursuant to the Security Agreements.

SECTION 6.10. Governmental Approvals. The Borrower agrees
that it will promptly obtain, or cause to be obtained, from time to time at its
own expense all such governmental licenses, authorizations, consents, permits
and approvals as may be required for the Parent, the Borrower and the other
Obligors to (a) comply with their respective obligations, and preserve its
rights under, each of the Loan Documents and (b) maintain the existence,
priority and perfection of the Liens purported to be created under the Security
Documents.

SECTION 6.11. Certain Additional Collateral Security.

(a) Collateral Security from the Parent. In the event that
the Borrower shall at any time issue any additional quotas of its capital to
any Person (including any new third-party investor), the Borrower will cause
the holder of such quotas to execute and deliver to the Administrative Agent
such pledge agreements and other instruments as shall be necessary in order
that the Administrative Agent and the Lenders hold a valid, perfected and
enforceable first priority Lien on all of such quotas (including, evidence of
registration thereof with the Inspeccion General de Justicia) and otherwise in
form and substance satisfactory to the Administrative Agent, together with such
opinions of counsel and other evidence of authority as it may reasonably
require in connection therewith.

(b) Further Assurances. Without affecting the obligations of
the Borrower under any provision prohibiting such action hereunder, the
Borrower will, and will cause each of its Subsidiaries to, take such action
from time to time (including making appropriate filings and registrations and
executing and delivering such assignments, security agreements and other
instruments) as shall be requested by the Administrative Agent to create, in
favor of the Administrative Agent and each of the Lenders (except in the case
of real and tangible personal property located in Argentina but outside of the
Federal Capital of Buenos Aires, which shall be in favor of Chase alone),
perfected security interests and Liens in all of the Covered Property of the
Borrower and each of its Subsidiaries. Without limiting the generality of the
foregoing:

(i) from time to time, if the Borrower or any of its
Subsidiaries shall obtain any real property interest, including
improvements, after the Closing Date, then the Borrower

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will or, as applicable, will cause the respective Subsidiary holding
such real property interest, to execute and deliver in favor of the
Administrative Agent and the Lenders (or, in the case of any real or
tangible personal property located in Argentina but not in the Federal
Capital of Buenos Aires, in favor of Chase) a mortgage, assignment in
trust or guarantee, or other instrument (as appropriate for the
jurisdiction in which such respective real property is situated)
pursuant to which such Obligor will create a Lien upon such real
property interest (and improvements) in favor of the Administrative
Agent and the Lenders (or Chase, as the case may be) as collateral
security for the obligations of such Obligor under this Agreement or,
as applicable, under the respective Subsidiary Guarantee Agreement to
which such Obligor is a party, and will deliver such opinions of
counsel, landlords or lessors consents, notices and title insurance
policies and evidence of such registrations and filings as the
Administrative Agent shall reasonably request in connection therewith;
provided that if the Borrower or any of its Subsidiaries shall obtain
any real property interest in Argentina, including improvements, after
the Closing Date which, together with all real property interests then
subject to a security interest in favor of Chase, have an aggregate
fair market value of U.S. $5,000,000 or more (or shall make
improvements upon any existing real property interest in Argentina
resulting in the fair market value of such interest together with such
improvements being equal to an aggregate amount of U.S. $5,000,000 or
more), then (i) the mortgages, pledges or other instruments required
to be delivered above (if any) shall be created in favor of the
Administrative Agent and each Lender instead of Chase and (ii) the
Borrower will or, as applicable, will cause the respective Subsidiary
holding each real or tangible personal property interest then subject
to a security interest in favor of Chase to (A) execute and deliver
such amendments to the then existing mortgages in favor of Chase as
necessary to change the named secured party thereof to the
Administrative Agent and each Lender, which amendments shall be in
form and substance satisfactory to the Administrative Agent and its
counsel and (B) deliver such opinions of counsel, landlords or lessors
consents, notices and title insurance policies and evidence of such
registrations, filings and payment of stamp or filing taxes as the
Administrative Agent shall reasonably request in connection therewith
and take such other actions as reasonably requested by the
Administrative Agent in order to give effect to such amendments;

(ii) no later than March 31 and September 30 of each calendar
year, the Borrower will or, as applicable, will cause the respective
Subsidiary holding Covered Property (other than real property) owned
by the Borrower or any of its Subsidiaries and not then subject to a
security interest in favor of the Administrative Agent and the
Lenders, to execute and deliver in favor of the Administrative Agent
and the Lenders (or, in the case of any such property located in
Argentina but not in the Federal Capital of Buenos Aires, in favor of
Chase) a chattel mortgage, pledge agreement or other instrument (as

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appropriate for the jurisdiction in which such respective Covered
Property is situated) pursuant to which such Obligor will create a
perfected security interest and Lien upon which Covered Property
interest in favor of the Administrative Agent for the benefit of the
Administrative Agent and the Lenders (or, as applicable, in favor of
Chase) as collateral security for the obligations of such Obligor
under this Agreement or, as applicable, under the respective
Subsidiary Guarantee Agreement to which such Obligor is a party, and
will deliver such opinions of counsel and evidence of such
registrations, filings and other actions as the Administrative Agent
shall reasonably request in connection therewith;

(iii) from time to time, the Borrower will or, as
applicable, will cause the respective Subsidiary holding any real or
tangible personal property interest then subject to a security
interest in favor of Chase individually (i.e not in its capacity as
Administrative Agent) to (A) execute and deliver such amendments to
the then existing mortgages, pledges and other instruments in favor of
Chase as necessary to change the named secured party thereof to the
Administrative Agent and each Lender then party to this Agreement,
which amendments shall be in form and substance satisfactory to the
Administrative Agent and its counsel and (B) deliver to the
Administrative Agent such evidence of such registrations, filings and
payment of stamp or filing taxes as the Administrative Agent shall
reasonably request in connection therewith and take such other actions
as reasonably requested by the Administrative Agent in order to give
effect to such amendments, provided that none of the Obligors shall be
required to take any such action unless either (1) the historic cost
of the Covered Property then subject to a security interest in favor
of Chase in its individual capacity exceeds either (x) 20% of the
aggregate historic cost of all of the Covered Property subject to the
Liens of the Security Documents or (y) 75% of Chase's then outstanding
Loans, or (2) the Required Lenders request that such amendments be
made; and

(iv) from time to time, the Borrower will or, as
applicable, will cause the respective Subsidiary holding any real or
tangible personal property interest then subject to a security
interest in favor of the Administrative Agent and each Lender to (A)
execute and deliver such amendments to the then existing mortgages,
pledges and other instruments in favor of the Administrative Agent and
each Lender as necessary to change the named secured parties thereof
to reflect each Lender then party to this Agreement, which amendments
shall be in form and substance satisfactory to the Administrative
Agent and its counsel and (B) deliver to the Administrative Agent such
evidence of such registrations, filings and payment of stamp or filing
taxes as the Administrative Agent shall reasonably request in
connection therewith and take such other actions as reasonably
requested by the Administrative Agent in order to give effect to such

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amendments, provided that none of the Obligors shall be required to
take any such action unless either (1) the Administrative Agent has
notified the Borrower that the syndication Commitments under this
Agreement has been completed, or (2) the Required Lenders request that
such amendments be made.

ARTICLE VII

NEGATIVE COVENANTS

Until the Commitments have expired or terminated and the
principal of and interest on each Loan and all fees payable hereunder have been
paid in full and all Letters of Credit have expired or terminated and all LC
Disbursements shall have been reimbursed, the Borrower covenants and agrees
with the Lenders that:

SECTION 7.01. Indebtedness. The Borrower will not, nor will
it permit any of its Subsidiaries to, create, incur, assume or permit to exist
any Indebtedness, except:

(a) Indebtedness created hereunder, including Indebtedness in
respect of Incremental Facility Loans;

(b) Indebtedness existing on the date hereof and set forth in
Part A of Schedule III (excluding, however, following the making of
the initial Loans hereunder, the Indebtedness to be repaid with the
proceeds of such Loans, as indicated on Schedule II), and any
extension, renewal or refinancing thereof, provided that (i) any such
extension, renewal or replacement does not increase the principal
amount being financed thereby, (ii) the Average Life to Maturity of
the Indebtedness so extended, renewed or refinanced shall not be
shorter than the Average Life to Maturity of the Indebtedness being
extended, renewed or refinanced, (iii) at the time of such extension,
renewal or refinancing, and after giving effect thereto, no Default
shall have occurred and be continuing and (iv) the terms and
conditions of such Indebtedness as so extended, renewed or refinanced
(other than in respect of the rate of interest, which shall not be so
restricted) are no less favorable to the Borrower, the Lenders and the
Administrative Agent than the terms and conditions of this Agreement
and the other Loan Documents;

(d) Guarantees by the Borrower of Indebtedness of any
Subsidiary and by any Subsidiary of Indebtedness of the Borrower or
any other Subsidiary;

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(e) Indebtedness of the Borrower or any Subsidiary incurred
to finance the acquisition, construction or improvement of any fixed
or capital assets, including Capital Lease Obligations and any
Indebtedness assumed in connection with the acquisition of any such
assets or secured by a Lien on any such assets prior to the
acquisition thereof, and extensions, renewals and replacements of any
such Indebtedness that do not increase the outstanding principal
amount thereof; provided that (i) such Indebtedness is incurred prior
to or within 90 days after such acquisition or the completion of such
construction or improvement and (ii) the aggregate principal amount of
Indebtedness permitted by this clause (e) shall not exceed U.S.
$10,000,000 at any time outstanding; and

(f) other Indebtedness in an aggregate principal amount not
exceeding U.S. $7,500,000 at any time outstanding; provided that the
aggregate principal amount of Indebtedness of the Borrower's
Non-Material Subsidiaries permitted by this clause (f) shall not
exceed U.S. $2,000,000 at any time outstanding.

SECTION 7.02. Liens. The Borrower will not, nor will it
permit any of its Subsidiaries to, create, incur, assume or permit to exist any
Lien on any tangible or intangible property or asset now owned or hereafter
acquired by it, or assign or sell any income or revenues or rights in respect
of any thereof, except:

(a) Liens created pursuant to the Security Documents;

(b) Permitted Encumbrances;

(c) any Lien on any property or asset of the Borrower or any
of its Subsidiaries existing on the date hereof and set forth in Part
B of Schedule IV (excluding, however, following the making of the
initial Loans hereunder, Liens securing Indebtedness to be repaid with
the proceeds of such Loans, as indicated on Schedule IV); provided
that (i) no such Lien shall extend to any other property or asset of
the Borrower or any of its Subsidiaries and (ii) any such Lien shall
secure only those obligations which it secures on the date hereof (and
any extensions, renewals or refinancings thereof that comply with the
requirements of Section 7.01(b)); and

(d) Liens on fixed or capital assets acquired, constructed or
improved by the Borrower or any Subsidiary; provided that (i) such
security interests secure Indebtedness permitted by clause (e) of
Section 7.01, (ii) such security interests and the Indebtedness
secured thereby are incurred prior to or within 90 days after such
acquisition or the completion of such construction or improvement,
(iii) the Indebtedness secured thereby

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does not exceed the cost of acquiring, constructing or improving such
fixed or capital assets and (iv) such security interests shall not
apply to any other property or assets of the Borrower or any
Subsidiary.

SECTION 7.03. Fundamental Changes; Lines of Business.

(a) Fundamental Changes. The Borrower will not, nor will it
permit any of its Subsidiaries to, merge into or consolidate with any other
Person, or permit any other Person to merge into or consolidate with it, or
sell, transfer, lease or otherwise Dispose of (in one transaction or in a
series of transactions) any of its assets, or any of the capital stock (or
quotas, as the case may be) of any of its Subsidiaries (in each case, whether
now owned or hereafter acquired), or liquidate or dissolve, except that, if at
the time thereof and immediately after giving effect thereto no Default shall
have occurred and be continuing

(i) any Subsidiary may merge into the Borrower in a
transaction in which the Borrower is the surviving corporation,
provided that if any such merger shall be between a Subsidiary
Guarantor and a Subsidiary not a Subsidiary Guarantor, and such
Subsidiary Guarantor is not the continuing or surviving corporation,
then the continuing or surviving corporation shall have assumed all of
the obligations of such Subsidiary Guarantor hereunder and under the
other Loan Documents,

(ii) any Subsidiary may merge into any Subsidiary in a
transaction in which the surviving entity is a Subsidiary,

(iii) any Subsidiary may Dispose of its assets to the
Borrower or to another Subsidiary,

(iv) the Borrower or any of its Subsidiaries may Dispose of
assets relating to any Paging Business (or the capital stock or
quotas, as the case may be, of any of its Subsidiaries that owns such
assets), and

(v) the Borrower and its Subsidiaries (x) may Dispose of
inventory and equipment in the ordinary course of business, (y) may
Dispose of worn-out or obsolete inventory, equipment and other
property no longer used or useful in its business, so long as the
aggregate amount thereof Disposed of in any single fiscal year shall
not exceed U.S. $3,000,000 and (z) may otherwise Dispose of inventory,
equipment and other property, provided that, in the case of this
clause (z), (A) at least 85% of the consideration therefor is in the
form of cash, (B) the Net Cash Payments thereof are applied to the
prepayments of the Loans and reduction of the Commitments to the
extent

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required under Section 2.09(b)(iii) and (C) the aggregate fair market
value of all such assets Disposed of by the Borrower and its
Subsidiaries after the Closing Date shall not exceed U.S. $10,000,000.

(b) Lines of Business. The Borrower will not, nor will it
permit any of its Subsidiaries to, engage to any material extent in any
business other than businesses of the type conducted, or contemplated to be
conducted in the Information Memorandum, by the Borrower and its Subsidiaries
on the date of execution of this Agreement and businesses reasonably related
thereto.

SECTION 7.04. Investments. The Borrower will not, nor will
it permit any of its Subsidiaries to, make or permit to remain outstanding any
Investments except:

(a) Investments outstanding on the date hereof and identified
in Part B of Schedule VII;

(b) operating deposit accounts with banks;

(c) Permitted Investments and Disposition Investments
received in connection with any Disposition permitted under Section
7.03(a)(v)(z), so long as each such Disposition Investment shall have
been delivered to the Administrative Agent to be held as collateral
security by the Administrative Agent pursuant to the Security
Documents;

(d) Investments by the Borrower and its Subsidiaries in the
Borrower and its Subsidiaries;

(e) Hedging Agreements entered into in the ordinary course of
the Borrower's financial planning and not for speculative purposes;

(f) Investments to finance acquisitions of spectrum not
prohibited under this Agreement, provided that such Investments in
excess of U.S. $2,000,000 in the aggregate shall require the prior
written consent of the Required Lenders except to the extent any such
Investment is made pursuant to a purchase of capital stock of the
holder of the spectrum and investments are made in the Equity Capital
of the Borrower pursuant to the Capital Subscription Agreement in an
aggregate amount equal to the portion of the purchase price thereof in
excess of U.S. $2,000,000 (it being understood that such investments
in the Equity Capital of the Borrower are in addition to the amounts
of Equity Capital required pursuant to Section 7.08(f)); and

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(g) additional Investments up to but not exceeding U.S.
$3,000,000 in the aggregate; provided that Investments in excess of
U.S. $3,000,000 in the aggregate shall require the prior written
consent of the Required Lenders except to the extent investments are
made in the Equity Capital of the Borrower pursuant to the Capital
Subscription Agreement in an aggregate amount equal to the portion of
the additional Investment in excess of U.S. $3,000,000 (it being
understood that such investments in the Equity Capital of the Borrower
are in addition to the amounts of Equity Capital required pursuant to
Section 7.08(f)).

SECTION 7.05. Restricted Payments. The Borrower will not,
nor will it permit any of its Subsidiaries to, declare or make, or agree to pay
or make, directly or indirectly, any Restricted Payment, except that (A) the
Borrower may declare and pay dividends with respect to its quotas payable
solely in additional quotas, and (B) the Borrower may make Restricted Payments
pursuant to and in accordance with stock option plans or other benefit plans
for management or employees of the Borrower and its Subsidiaries, so long as
the aggregate amount of Restricted Payments under this clause (B) shall not
exceed U.S. $5,000,000 in the aggregate during the term of this Agreement.

Nothing herein shall be deemed to prohibit the payment of
dividends by any Subsidiary of the Borrower to the Borrower or to any other
Subsidiary of the Borrower.

SECTION 7.06. Transactions with Affiliates. The Borrower
will not, nor will it permit any of its Subsidiaries to, sell, lease or
otherwise transfer any property or assets to, or purchase, lease or otherwise
acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except (a) transactions in the
ordinary course of business at prices and on terms and conditions not less
favorable to the Borrower or such Subsidiary than could be obtained on an
arm's-length basis from unrelated third parties, (b) transactions between or
among the Borrower and its wholly-owned Subsidiaries not involving any other
Affiliate and (c) any Restricted Payment permitted by Section 7.05.

SECTION 7.07. Restrictive Agreements. The Borrower will not,
and will not permit any of its Subsidiaries to, directly or indirectly, enter
into, incur or permit to exist any agreement or other arrangement that
prohibits, restricts or imposes any condition upon (a) the ability of the
Borrower or any Subsidiary to create, incur or permit to exist any Lien upon
any of its property or assets, or (b) the ability of any Subsidiary to pay
dividends or other distributions with respect to any shares of its capital
stock or quotas or to make or repay loans or advances to the Borrower or any
Subsidiary or to Guarantee Indebtedness of the Borrower or any Subsidiary;
provided that (i) the foregoing shall not apply to restrictions and conditions
imposed by law or by this Agreement, (ii) the foregoing shall not apply to
restrictions and conditions existing on the

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date hereof identified on Schedule V (but shall apply to any extension or
renewal of, or any amendment or modification expanding the scope of, any such
restriction or condition), (iii) the foregoing shall not apply to customary
restrictions and conditions contained in agreements relating to the sale of a
Subsidiary pending such sale, provided such restrictions and conditions apply
only to the Subsidiary that is to be sold and such sale is permitted hereunder,
(iv) clause (a) of the foregoing shall not apply to restrictions or conditions
imposed by any agreement relating to secured Indebtedness permitted by this
Agreement if such restrictions or conditions apply only to the property or
assets securing such Indebtedness and (v) clause (a) of the foregoing shall not
apply to customary provisions in leases and other contracts restricting the
assignment thereof.

SECTION 7.08. Certain Financial Covenants.

(a) Leverage Ratio. The Borrower will not permit the
Leverage Ratio to exceed the following respective ratios at any time during the
following respective periods:

Period Ratio
------ -----

From April 1, 1999
through June 30, 1999 8.20 to 1

From July 1, 1999
through September 30, 1999 5.00 to 1

From October 1, 1999
through December 31, 1999 4.00 to 1

From January 1, 2000
and at all times thereafter 3.50 to 1

(b) Interest Coverage Ratio. The Borrower will not permit
the Interest Coverage Ratio to be less than the following respective ratios at
any time during the following respective periods:

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Period Ratio
------ -----

From April 1, 1999
through June 30, 1999 0.90 to 1

From July 1, 1999
through September 30, 1999 1.50 to 1

From October 1, 1999
through December 31, 1999 1.90 to 1

From January 1, 2000
through March 31, 2000 2.40 to 1

From April 1, 2000
through June 30, 2000 2.75 to 1

From July 1, 2000
and at all times thereafter 3.00 to 1

(c) Capital Expenditures. Unless and until the Leverage
Ratio shall have been less than 6.00 to 1 for a period of at least two
consecutive fiscal quarters, the Borrower will not permit the aggregate amount
of Capital Expenditures by the Borrower and its Subsidiaries to exceed the
following respective amounts for the following respective periods:

Period Amount
------ ------

From the Closing Date
through December 31, 1998 U.S. $106,000,000

From January 1, 1999
through December 31, 1999 U.S. $42,000,000

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From January 1, 2000
through December 31, 2000 U.S. $18,750,000

From January 1, 2001
through December 31, 2001 U.S. $18,750,000

From January 1, 2002
through December 31, 2002 U.S. $35,000,000

From January 1, 2003
through December 31, 2003 U.S. $35,000,000

From January 1, 2004
through December 31, 2004 U.S. $35,000,000

From January 1, 2005
through December 31, 2005 U.S. $35,000,000

From January 1, 2006
and at all times thereafter U.S. $35,000,000

provided that the Borrower may permit the aggregate amount of Capital
Expenditures to exceed the respective amounts set forth above to the extent
that investments are made in the Equity Capital of the Borrower pursuant to the
Capital Subscription Agreement in an aggregate amount equal to such excess
amounts (it being understood that such investments in the Equity Capital of the
Borrower are in addition to the amounts of Equity Capital required pursuant to
Section 7.08(f)). If the aggregate amount of Capital Expenditures for any
fiscal year set forth in the schedule above shall be less than the amount set
forth opposite such period in the schedule above, then the shortfall shall be
added to the amount of Capital Expenditures permitted for the immediately
succeeding (but not any other) period and, for purposes hereof, the amount of
Capital Expenditures made during any period shall be deemed to have been made
first from the amount of any carryover from any previous fiscal year and last
from the permitted amount set forth in the schedule above.

(d) Minimum Subscribers. Unless and until at any time after
June 30, 1999 the Leverage Ratio shall have been less than 9.00 to 1 for a
period of at least two consecutive quarters, the Borrower will not permit the
aggregate number of Subscribers to be less than the following respective
numbers for the following respective periods:

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Period Subscribers
------ -----------

From July 1, 1998
through September 30, 1998 18,750

From October 1, 1998
through December 31, 1998 27,500

From January 1, 1999
through March 31, 1999 39,000

From April 1, 1999
through June 30, 1999 49,000

From July 1, 1999
through September 30, 1999 60,080

From October 1, 1999
through December 31, 1999 72,000

From January 1, 2000
through March 31, 2000 82,000

From April 1, 2000
through June 30, 2000 97,000

From July 1, 2000
through September 30, 2000 112,000

From October 1, 2000
through December 31, 2000 128,000

From January 1, 2001
and at all times thereafter 160,000

(e) Minimum Revenues. Unless and until at any time after
June 30, 1999 the Leverage Ratio shall have been less than 9.00 to 1 for a
period of at least two consecutive quarters, the Borrower will not permit the
aggregate amount of the revenues of the Borrower and its Subsidiaries from the
operation of its network system for any period of four consecutive fiscal

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quarters ending during the following respective periods to be less than the
following respective amounts:

Period Amount
------ ------

From July 1, 1998
through September 30, 1998 U.S. $ 7,750,000

From October 1, 1998
through December 31, 1998 U.S. $ 14,500,000

From January 1, 1999
through March 31, 1999 U.S. $ 21,500,000

From April 1, 1999
through June 30, 1999 U.S. $ 30,500,000

From July 1, 1999
through September 30, 1999 U.S. $ 39,500,000

From October 1, 1999
through December 31, 1999 U.S. $ 50,000,000

From January 1, 2000
through March 31, 2000 U.S. $ 60,000,000

From April 1, 2000
through June 30, 2000 U.S. $ 71,500,000

From July 1, 2000
through September 30, 2000 U.S. $ 83,500,000

From October 1, 2000
through December 31, 2000 U.S. $ 96,500,000

From January 1, 2001
and at all times thereafter U.S. $150,000,000

(f) Equity Contributions. By each of the dates set forth
below, as more particularly provided in Section 2 of the Capital Subscription
Agreement, the Parent shall have

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made investments in the Equity Capital of the Borrower in a cumulative amount
at least equal to the amount as set forth below opposite such dates (such
amounts being assumed to be inclusive of the amount of Equity Capital required
on the Closing Date pursuant to Section 5.01(m)):

Date Amount
---- ------

June 30, 1998 U.S. $115,500,000

December 31, 1998 U.S. $133,000,000

June 30, 1999 U.S. $140,500,000

December 31, 1999 U.S. $148,000,000

SECTION 7.09. Modifications of Certain Documents. The
Borrower will not, nor will it permit any of its Subsidiaries to, consent to
any modification, supplement or waiver of any of the provisions of (a) the
Licenses or the Vendor Contract or (after the execution and delivery thereof)
the Interconnection Agreement in a manner that is materially adverse to the
Lenders or (b) the Capital Subscription Agreement without the prior written
consent of the Administrative Agent (with the approval of the Required
Lenders).

SECTION 7.10. Fiscal Year. The Borrower will not, nor will
it permit any of its Subsidiaries to change its fiscal year end from what it is
on the date hereof.

SECTION 7.11. Limitation on Optional Payments and
Modifications of Debt Instruments. The Borrower will not, nor will it permit
any of its Subsidiaries to make any optional payment or prepayment on or
redemption, defeasance or purchase of any Indebtedness (other than Indebtedness
under this Agreement), including without limitation, any Subordinated Debt, or
amend, modify or change, or consent or agree to any amendment, modification or
change to any of the terms relating to the payment or prepayment of principal
of or interest on, any such Indebtedness, other than any amendment,
modification or change which would extend the maturity or reduce the amount of
any payment of principal thereof or which would reduce the rate or extend the
date for payment of interest thereon.

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ARTICLE VIII

EVENTS OF DEFAULT

If any of the following events ("Events of Default") shall
occur:

(a) the Borrower shall fail to pay any principal of any Loan
or any reimbursement obligation in respect of any LC Disbursement when
and as the same shall become due and payable, whether at the due date
thereof or at a date fixed for prepayment thereof or otherwise;

(b) the Borrower shall fail to pay any interest on any Loan
or any fee or any other amount (other than an amount referred to in
clause (a) of this Article) payable under this Agreement or under any
other Loan Document, when and as the same shall become due and
payable, and such failure shall continue unremedied for a period of
five or more days;

(c) any representation or warranty made or deemed made by or
on behalf of any Relevant Party in or in connection with this
Agreement or any other Loan Document or any amendment or modification
hereof or thereof, or in any report, certificate, financial statement
or other document furnished pursuant to or in connection with this
Agreement or any other Loan Document or any amendment or modification
hereof or thereof, shall prove to have been incorrect in any material
respect when made or deemed made;

(d) the Borrower shall fail to observe or perform any
covenant, condition or agreement contained in Section 6.02, 6.03 (with
respect to the Borrower's existence), 6.08 or 6.09 or in Article VII;

(e) any Relevant Party shall fail to observe or perform any
covenant, condition or agreement contained in this Agreement (other
than those specified in clause (a), (b) or (d) of this Article) or any
other Loan Document and such failure shall continue unremedied for a
period of 30 or more days after notice thereof from the Administrative
Agent (given at the request of any Lender) to the Borrower;

(f) any Relevant Party shall fail to make any payment
(whether of principal or interest and regardless of amount) in respect
of any of its other Indebtedness (or

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obligations in respect of one or more Hedging Agreements) in an
aggregate principal amount exceeding U.S. $3,000,000, when and as the
same shall become due and payable;

(g) any event or condition occurs that results in any such
other Indebtedness (or obligations in respect of one or more Hedging
Agreements) becoming due prior to its scheduled maturity or that
enables or permits (with or without the giving of notice, the lapse of
time or both) the holder or holders of any such other Indebtedness or
obligations or any trustee or agent on its or their behalf to cause
any such other Indebtedness or obligations to become due, or to
require the prepayment, repurchase, redemption or defeasance thereof,
prior to its scheduled maturity; provided that this clause (g) shall
not apply to secured Indebtedness that becomes due as a result of the
voluntary sale or transfer of the property or assets securing such
Indebtedness;

(h) an involuntary proceeding shall be commenced or an
involuntary petition shall be filed seeking (i) liquidation,
reorganization or other relief in respect of any Relevant Party or its
debts, or of a substantial part of its assets, under any Federal,
state or foreign bankruptcy, insolvency, receivership or similar law
now or hereafter in effect or (ii) the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for
such Relevant Party or for a substantial part of its assets, and, in
any such case, such proceeding or petition shall continue undismissed,
or an order or decree approving or ordering any of the foregoing shall
be entered and continue unstayed and in effect, for a period of 90 or
more days;

(i) any Relevant Party shall (i) voluntarily commence any
proceeding or file any petition seeking liquidation, reorganization or
other relief under any Federal, state or foreign bankruptcy,
insolvency, receivership or similar law now or hereafter in effect,
(ii) consent to the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or petition described in clause (h)
of this Article, (iii) apply for or consent to the appointment of a
receiver, trustee, custodian, sequestrator, conservator or similar
official for any Relevant Party or for a substantial part of its
assets, (iv) file an answer admitting the material allegations of a
petition filed against it in any such proceeding, (v) make a general
assignment for the benefit of creditors or (vi) take any action for
the purpose of effecting any of the foregoing;

(j) any Relevant Party shall become unable, admit in writing
its inability or fail generally to pay its debts as they become due;

(k) one or more judgments for the payment of money in an
aggregate amount in excess of U.S. $3,000,000 shall be rendered
against any Relevant Party or any

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combination thereof and the same shall remain undischarged for a
period of 30 consecutive days during which execution shall not be
effectively stayed, or any action shall be legally taken by a judgment
creditor to attach or levy upon any assets of any Relevant Party to
enforce any such judgment;

(l) a reasonable basis shall exist for the assertion against
the Borrower or any of its Subsidiaries, or any predecessor in
interest of the Borrower or any of its Subsidiaries or Affiliates, of
(or there shall have been asserted against the Borrower or any of its
Subsidiaries) any claims or liabilities, whether accrued, absolute or
contingent, based on or arising from the generation, storage,
transport, handling or disposal of Hazardous Substances by the
Borrower or any of its Subsidiaries, Affiliates or predecessors that,
in the judgment of the Required Lenders, are reasonably likely to be
determined adversely to the Borrower or any of its Subsidiaries, and
the amount thereof (either individually or in the aggregate) is
reasonably likely to have a Material Adverse Effect (insofar as such
amount is payable by the Borrower or any of its Subsidiaries but after
deducting any portion thereof that is reasonably expected to be paid
by other creditworthy Persons jointly and severally liable therefor);

(m) the Liens created by the Security Documents shall at any
time not constitute a valid and perfected Lien on the collateral
intended to be covered thereby (to the extent perfection by filing,
registration, recordation or possession is required herein or therein)
in favor of the Administrative Agent (or in the case of real or
tangible personal property located in Argentina but outside the
Federal Capital of Buenos Aires, in favor of Chase), free and clear of
all other Liens (other than Liens permitted under Section 7.02 or
under the respective Security Documents), or, except for expiration in
accordance with its terms, any of the Security Documents or any
guarantee under this Agreement shall for whatever reason be terminated
or cease to be in full force and effect, or the enforceability thereof
shall be contested by any Obligor;

(n) any Governmental Authority shall take any action to
condemn, seize, nationalize or appropriate any substantial portion of
the property of the Borrower (either with or without payment of
compensation) or shall take any action that, in the reasonable opinion
of the Lenders, that materially restricts or limits the ability of the
Borrower to conduct its business in accordance with its business plan
or materially adversely affects the ability of the Borrower to perform
its obligations under the Loan Documents; or the Borrower shall be
prevented from exercising normal control over all or a substantial
part of its property (and the same shall continue for 30 or more
days);

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(o) any License shall be revoked, modified, canceled or
expire by its terms and not renewed, if the effect thereof,
individually or in the aggregate, is in the judgment of the Required
Lenders reasonably likely to have a Material Adverse Effect; or the
Government of Argentina, or any agency or political subdivision
thereof, shall promulgate or declare effective any law, rule or
regulation that, in the opinion of the Required Lenders, is reasonably
likely to have a Material Adverse Effect;

(p) a Material Adverse Effect on the ability of the Borrower
to provide interconnection service pursuant to the Interconnection
Agreement shall occur and be continuing for a period of more than 45
consecutive days, or the enforceability of the Interconnection
Agreement shall be contested and such contest is reasonably likely to
result in a Material Adverse Effect;

(q) Argentina or any competent authority thereof shall (i)
declare a moratorium on the payment of indebtedness by Argentina or
any governmental agency or authority thereof or corporations therein
or (ii) impose material restrictions on the ability to convert
Argentine pesos to U.S. Dollars or to transfer U.S. Dollars outside
of Argentina; or

(r) the Parent Shareholder or the Parent shall default in the
performance of their obligations contained in the Capital Subscription
Agreement (unless, in the case of such default by the Parent, the
Parent Shareholder contributes the defaulted amount to the Borrower
within 10 days of such default);

then, and in every such event (other than an event with respect to the Borrower
described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the
request of the Required Lenders shall, by notice to the Borrower, take either
or both of the following actions, at the same or different times: (i) terminate
the Commitments, and thereupon the Commitments shall terminate immediately, and
(ii) declare the Loans then outstanding to be due and payable in whole (or in
part, in which case any principal not so declared to be due and payable may
thereafter be declared to be due and payable), and thereupon the principal of
the Loans so declared to be due and payable, together with accrued interest
thereon and all fees and other obligations of the Borrower hereunder, shall
become due and payable immediately, without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Borrower; and
in case of any event with respect to the Borrower described in clause (h) or
(i) of this Article, the Commitments shall automatically terminate and the
principal of the Loans then outstanding, together with accrued interest thereon
and all fees and other obligations of the Borrower hereunder, shall
automatically become due and payable, without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Borrower.

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ARTICLE IX

THE ADMINISTRATIVE AGENT

Each of the Lenders and the Issuing Lender hereby irrevocably
appoints the Administrative Agent as its agent hereunder and under the other
Loan Documents and authorizes the Administrative Agent to take such actions on
its behalf and to exercise such powers as are delegated to the Administrative
Agent by the terms hereof or thereof, together with such actions and powers as
are reasonably incidental thereto.

The Person serving as the Administrative Agent hereunder shall
have the same rights and powers in its capacity as a Lender as any other Lender
and may exercise the same as though it were not the Administrative Agent, and
such Person and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with the Borrower or any Subsidiary or
other Affiliate thereof as if it were not the Administrative Agent hereunder.

The Administrative Agent shall not have any duties or
obligations except those expressly set forth herein and in the other Loan
Documents. Without limiting the generality of the foregoing, (a) the
Administrative Agent shall not be subject to any fiduciary or other implied
duties, regardless of whether a Default has occurred and is continuing, (b) the
Administrative Agent shall not have any duty to take any discretionary action
or exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby or by the other Loan Documents that the
Administrative Agent is required to exercise in writing by the Required
Lenders, and (c) except as expressly set forth herein and in the other Loan
Documents, the Administrative Agent shall not have any duty to disclose, and
shall not be liable for the failure to disclose, any information relating to
the Borrower or any of its Subsidiaries that is communicated to or obtained by
the bank serving as Administrative Agent or any of its Affiliates in any
capacity. The Administrative Agent shall not be liable for any action taken or
not taken by it with the consent or at the request of the Required Lenders or
in the absence of its own gross negligence or willful misconduct. The
Administrative Agent shall be deemed not to have knowledge of any Default
unless and until written notice thereof is given to the Administrative Agent by
the Borrower or a Lender, and the Administrative Agent shall not be responsible
for or have any duty to ascertain or inquire into (i) any statement, warranty
or representation made in or in connection with this Agreement or any other
Loan Document, (ii) the contents of any certificate, report or other document
delivered hereunder or thereunder or in connection herewith or therewith, (iii)
the performance or observance of any of the covenants, agreements or other

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terms or conditions set forth herein or therein, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan
Document or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article V or elsewhere herein or
therein, other than to confirm receipt of items expressly required to be
delivered to the Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and
shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing believed
by it to be genuine and to have been signed or sent by the proper Person. The
Administrative Agent also may rely upon any statement made to it orally or by
telephone or telex and believed by it to be made by the proper Person, and
shall not incur any liability for relying thereon. The Administrative Agent
may consult with legal counsel (who may be counsel for the Borrower),
independent accountants and other experts selected by it, and shall not be
liable for any action taken or not taken by it in accordance with the advice of
any such counsel, accountants or experts.

Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative Agent
may resign at any time by notifying the Lenders, the Issuing Lender and the
Borrower. Upon any such resignation, the Required Lenders shall have the
right, in consultation with the Borrower, to appoint a successor. If no
successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Administrative
Agent gives notice of its resignation, then the retiring Administrative Agent
may, on behalf of the Lenders and the Issuing Lender, appoint a successor
Administrative Agent which shall be a bank of international recognition with an
office in New York, New York, or an Affiliate of any such bank. Upon the
acceptance of its appointment as Administrative Agent hereunder by a successor,
such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder. The fees payable by the Borrower to a successor Administrative
Agent shall be the same as those payable to its predecessor unless otherwise
agreed between the Borrower and such successor. After the Administrative
Agent's resignation hereunder, the provisions of this Article and Section 10.03
shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as Administrative Agent.

Each Lender acknowledges that it has, independently and
without reliance upon the Administrative Agent or any other Lender and based on
such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and

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information as it shall from time to time deem appropriate, continue to make
its own decisions in taking or not taking action under or based upon this
Agreement, any other Loan Document or any related agreement or any document
furnished hereunder or thereunder.

Except as otherwise provided in Section 10.02(b) with respect
to this Agreement, the Administrative Agent may, with the prior consent of the
Required Lenders (but not otherwise), consent to any modification, supplement
or waiver under any of the Loan Documents, provided that, without the prior
consent of each Lender, neither the Administrative Agent nor Chase shall
(except as provided herein or in the Security Documents) release any collateral
or otherwise terminate any Lien under any Security Document providing for
collateral security, agree to additional obligations being secured by such
collateral security (unless the Lien for such additional obligations shall be
junior to the Lien in favor of the other obligations secured by such Security
Document, in which event the Administrative Agent may consent to such junior
Lien provided that it obtains the consent of the Required Lenders thereto),
alter the relative priorities of the obligations entitled to the benefits of
the Liens created under the Security Documents or release any guarantor under
any Security Document from its guarantee obligations thereunder, except that no
such consent shall be required, and the Administrative Agent (or Chase, in the
case of real property located in Argentina) is hereby authorized, to release
any Lien covering property (and to release any such guarantor) that is the
subject of either a Disposition permitted hereunder or a Disposition to which
the Required Lenders have consented.

ARTICLE X

MISCELLANEOUS

SECTION 10.01. Notices. Except in the case of notices and
other communications expressly permitted to be given by telephone, all notices
and other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telex or telecopy, as follows:

(a) if to the Borrower, to Nextel Argentina S.R.L., Av.
Cordoba 3012 X.X. 0000 Xxxxxx Xxxxx, Xxxxxxxxx, Attention: Managing
Director, Telephone: 00.0.000.0000, Facsimile: 00.0.000.0000; with a
copy to Nextel International, Inc., Suite 1600, 0000 Xxxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxxxx 00000, U.S.A., Attention: Xxxxx Rostov, Chief
Financial Officer, (Telephone No. (000) 000-0000, Telecopy No. (206)
749-8384.

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(b) if to the Administrative Agent, to The Chase Manhattan
Bank, 1 Chase Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention Loan and Agency Services Group (Telecopy No. (212)
552-5658), with a copy to The Chase Manhattan Bank, 000 Xxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Attention of Xx. Xxxxx XxXxxx (Telecopy No.
(000) 000-0000);

(c) if to the Issuing Lender, to it at The Chase Manhattan
Bank, 1 Chase Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention Loan and Agency Services Group (Telecopy No. (212)
552-5658); with a copy to The Chase Manhattan Bank, 000 Xxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Attention of Xx. Xxxxx XxXxxx (Telecopy No.
(000) 000-0000);

(d) if to a Lender, to it at its address (or telex or
telecopy number) set forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and
other communications hereunder by notice to the other parties hereto (which
notice, in the case of any such change by a Lender, shall be given by such
Lender to the borrower and the Administrative Agent). All notices and other
communications given to any party hereto in accordance with the provisions of
this Agreement shall be deemed to have been given on the date of receipt.

SECTION 10.02. Waivers; Amendments.

(a) No Deemed Waivers; Remedies Cumulative. No failure or
delay by the Administrative Agent, the Issuing Lender or any Lender in
exercising any right or power hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent, the
Issuing Lender and the Lenders hereunder are cumulative and are not exclusive
of any rights or remedies that they would otherwise have. No waiver of any
provision of this Agreement or consent to any departure by the Borrower
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan or
issuance of a Letter of Credit shall not be construed as a waiver of any
Default, regardless of whether the Administrative Agent, any Lender or the
Issuing Lender may have had notice or knowledge of such Default at the time.

(b) Amendments. Neither this Agreement nor any provision
hereof may be waived, amended or modified except pursuant to an agreement or
agreements in writing entered

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into by the Borrower and the Required Lenders or by the Borrower and the
Administrative Agent with the consent of the Required Lenders; provided that
no such agreement shall (i) increase any Commitment of any Lender, or extend
the date or decrease the amount of any scheduled reduction thereof pursuant to
Section 2.07, without the written consent of such Lender, (ii) reduce the
principal amount of any Loan or LC Disbursement or reduce the rate of interest
thereon, or reduce any fees payable hereunder, without the written consent of
each Lender affected thereby, (iii) postpone the scheduled date of payment of
the principal amount of any Loan or LC Disbursement, or any interest thereon,
or any fees payable hereunder, or reduce the amount of, waive or excuse any
such payment, or postpone the scheduled date of expiration of any Commitment,
without the written consent of each Lender affected thereby, (iv) change
Section 2.16(b), (c) or (d) in a manner that would alter the pro rata sharing
of payments required thereby, without the written consent of each Lender, (v)
change any of the provisions of this Section or the definition of the term
"Required Lenders" or any other provision hereof specifying the number or
percentage of Lenders required to waive, amend or modify any rights hereunder
or make any determination or grant any consent hereunder, without the written
consent of each Lender or (vi) release any Subsidiary Guarantor from any of its
guarantee obligations under Article III without the written consent of each
Lender; and provided further that no such agreement shall amend, modify or
otherwise affect the rights or duties of the Administrative Agent or the
Issuing Lender hereunder without the prior written consent of the
Administrative Agent or the Issuing Lender, as the case may be.

Notwithstanding the foregoing, any increase of Commitments
contemplated under Section 2.02(e)(iii) shall require only the written consent
of the Administrative Agent and any institution that is becoming a "Lender" as
contemplated thereby.

In addition, as provided in the Capital Subscription
Agreement, the Equity Holders under and as defined therein have certain rights
to consent to amendments to this Agreement.

SECTION 10.03. Expenses; Indemnity; Damage Waiver.

(a) Costs and Expenses. The Borrower shall pay (i) all
reasonable out-of-pocket expenses incurred by the Administrative Agent,
including the reasonable fees, charges and disbursements of counsel for Chase,
in connection with the syndication of the credit facilities provided for
herein, the preparation, execution, delivery and administration of this
Agreement and the other Loan Documents or any amendments, modifications or
waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), it being understood that
the portion of such fees, disbursements and other charges of counsel to be so
reimbursed by the Borrower shall be limited to U.S. $200,000, and

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the portion of all other expenses to be reimbursed by the Borrower shall be
limited to U.S. $50,000, (ii) all out-of-pocket expenses incurred by the
Issuing Lender in connection with the issuance, amendment, renewal or extension
of any Letter of Credit or any demand for payment thereunder, (iii) all
out-of-pocket expenses incurred by the Administrative Agent, the Issuing Lender
or any Lender, including the fees, charges and disbursements of any counsel for
the Administrative Agent, the Issuing Lender or any Lender, in connection with
the enforcement or protection of its rights in connection with this Agreement
and the other Loan Documents, including its rights under this Section, or in
connection with the Loans made or Letters of Credit issued hereunder, including
in connection with any workout, restructuring or negotiations in respect
thereof and (iv) all transfer, stamp, documentary or other similar taxes,
assessments or charges levied by any governmental or revenue authority in
respect of this Agreement or any other Loan Document or any other document
(including any court tax or other tax required to be made in connection with
any enforcement proceedings in Argentina in accordance with Article 2 of Law
No. 23,898 or otherwise) referred to herein or therein and all costs, expenses,
taxes, assessments and other charges incurred in connection with any filing,
registration, recording or perfection of any security interest contemplated by
any Security Document or any other document referred to therein.

(b) Indemnification by Borrower. The Borrower shall
indemnify the Administrative Agent, the Issuing Lender and each Lender, and
each Related Party of any of the foregoing Persons (each such Person being
called an "Indemnitee") against, and to hold each Indemnitee harmless from, any
and all losses, claims, damages, liabilities and related expenses, including
the fees, charges and disbursements of any counsel for any Indemnitee, incurred
by or asserted against any Indemnitee arising out of, in connection with, or as
a result of (i) the execution or delivery of this Agreement or any agreement or
instrument contemplated hereby, the performance by the parties hereto of their
respective obligations hereunder or the consummation of the Transactions or any
other transactions contemplated hereby, (ii) any Loan or Letter of Credit or
the use of the proceeds therefrom (including any refusal by the Issuing Lender
to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms
of such Letter of Credit) or (iii) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory and regardless of whether any Indemnitee is
a party thereto; provided that such indemnity shall not, as to any Indemnitee,
be available to the extent that such losses, claims, damages, liabilities or
related expenses resulted from the gross negligence or willful misconduct of
such Indemnitee.

(c) Reimbursement by Lenders. To the extent that the
Borrower fails to pay any amount required to be paid by it to the
Administrative Agent or the Issuing Lender under paragraph (a) or (b) of this
Section, each Lender severally agrees to pay to the Administrative

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Agent or the Issuing Lender, as the case may be, such Lender's Applicable
Percentage (determined as of the time that the applicable unreimbursed expense
or indemnity payment is sought) of such unpaid amount; provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the
Administrative Agent or the Issuing Lender in its capacity as such.

(d) Waiver of Consequential Damages, Etc.. To the extent
permitted by applicable law, the Borrower shall assert, and hereby waives, any
claim against any Indemnitee, on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a result of, this Agreement
or any agreement or instrument contemplated hereby, the Transactions, any Loan
or Letter of Credit or the use of the proceeds thereof.

(e) Payments. All amounts due under this Section shall be
payable promptly after written demand therefor.

SECTION 10.04. Successors and Assigns.

(a) Assignments Generally. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that the Borrower
may not assign or otherwise transfer any of its rights or obligations hereunder
without the prior written consent of each Lender (and any attempted assignment
or transfer by the Borrower without such consent shall be null and void).
Nothing in this Agreement, expressed or implied, shall be construed to confer
upon any Person (other than the parties hereto, their respective successors and
assigns permitted hereby and, to the extent expressly contemplated hereby, the
Related Parties of each of the Administrative Agent, the Issuing Lender and the
Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

(b) Assignments by Lenders. Any Lender may assign to one or
more assignees all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Commitments and the Loans at the
time owing to it); provided that:

(i) except in the case of an assignment to a Lender or an
Affiliate of a Lender, each of the Borrower and the Administrative
Agent (and, in the case of an assignment of all or a portion of a
Commitment or any Lender's obligations in respect of its LC Exposure,
the Issuing Lender) must give their prior written consent to such
assignment (which consent shall not be unreasonably withheld),

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(ii) except in the case of an assignment to a Lender or an
Affiliate of a Lender or an assignment of the entire remaining amount
of the assigning Lender's Commitment(s), the amount of the
Commitment(s) of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Acceptance with respect
to such assignment is delivered to the Administrative Agent) shall not
be less than U.S. $2,500,000 unless each of the Borrower and the
Administrative Agent otherwise consent,

(iii) (A) each partial assignment of the Loans or Commitments
of any Class shall be made as an assignment of a proportionate part of
all the assigning Lender's rights and obligations under this Agreement
in respect of such Class, (B) no partial assignment of a Tranche A1
Commitment or a Tranche B1 Commitment may be made prior to the date 60
days after the Closing Date without a simultaneous assignment of a
proportionate part of the assigning Lender's Tranche A2 Commitment and
Tranche B2 Commitment, respectively, and (C) each partial assignment
of a Tranche A2 Commitment or a Tranche B2 Commitment shall be made as
an assignment of a proportionate part of the assigning Lender's
Tranche B2 Commitment and Tranche A2 Commitment, respectively,

(iv) the parties to each assignment shall execute and deliver
to the Administrative Agent an Assignment and Acceptance, together
with a processing and recordation fee of U.S. $3,500, and

(v) the assignee, if it shall not be a Lender, shall deliver
to the Administrative Agent an Administrative Questionnaire;

provided further that any consent of the Borrower otherwise required under this
paragraph shall not be required if an Event of Default under clause (h) or (i)
of Article VIII has occurred and is continuing. Upon acceptance and recording
pursuant to paragraph (d) of this Section, from and after the effective date
specified in each Assignment and Acceptance, the assignee thereunder shall be a
party hereto and, to the extent of the interest assigned by such Assignment and
Acceptance, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering
all of the assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to
the benefits of Sections 2.13, 2.14, 2.15 and 10.03). Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does
not comply with this paragraph shall be treated for purposes of this Agreement
as a sale by such Lender of a participation in such rights and obligations in
accordance with paragraph (e) of this Section.

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(c) Maintenance of Register by Administrative Agent. The
Administrative Agent, acting for this purpose as an agent of the Borrower,
shall maintain at one of its offices in The City of New York a copy of each
Assignment and Acceptance delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitments of, and principal
amount of the Loans and LC Disbursements owing to, each Lender pursuant to the
terms hereof from time to time (the "Register"). The entries in the Register
shall be conclusive, and the Borrower, the Administrative Agent, the Issuing
Lender and the Lenders may treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of
this Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower, the Issuing Lender and any Lender, at
any reasonable time and from time to time upon reasonable prior notice.

(d) Effectiveness of Assignments. Upon its receipt of a duly
completed Assignment and Acceptance executed by an assigning Lender and an
assignee, the assignee's completed Administrative Questionnaire (unless the
assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in paragraph (b) of this Section and any written consent to
such assignment required by paragraph (b) of this Section, the Administrative
Agent shall accept such Assignment and Acceptance and record the information
contained therein in the Register. No assignment shall be effective for
purposes of this Agreement unless it has been recorded in the Register as
provided in this paragraph.

(e) Participations. Any Lender may, without the consent of
the Borrower, the Administrative Agent or the Issuing Lender, sell
participations to one or more banks or other entities (a "Participant") in all
or a portion of such Lender's rights and obligations under this Agreement and
the other Loan Documents (including all or a portion of its Commitments and the
Loans owing to it); provided that (i) such Lender's obligations under this
Agreement and the other Loan Documents shall remain unchanged, (ii) such Lender
shall remain solely responsible to the other parties hereto for the performance
of such obligations and (iii) the Borrower, the Administrative Agent, the
Issuing Lender and the other Lenders shall continue to deal solely and directly
with such Lender in connection with such Lender's rights and obligations under
this Agreement and the other Loan Documents. Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and the other Loan
Documents and to approve any amendment, modification or waiver of any provision
of this Agreement or any other Loan Document; provided that such agreement or
instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver described in the
first proviso to Section 10.02(b) that affects such Participant. Subject to
paragraph (f) of this Section, the Borrower agrees that each Participant shall
be entitled to the benefits of Sections 2.13, 2.14

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and 2.15 to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to paragraph (b) of this Section.

(f) Limitations on Rights of Participants. A Participant
shall not be entitled to receive any greater payment under Section 2.13 or 2.15
than the applicable Lender would have been entitled to receive with respect to
the participation sold to such Participant, unless the sale of the
participation to such Participant is made with the Borrower's prior written
consent.

(g) Pledges. Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement to
secure obligations of such Lender, including any such pledge or assignment to a
Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge or assignment
of a security interest shall release a Lender from any of its obligations
hereunder or substitute any such assignee for such Lender as a party hereto.

(h) No Assignments to Borrower or Affiliates. Anything in
this Section to the contrary notwithstanding, no Lender may assign or
participate any interest in any Loan or LC Exposure held by it hereunder to the
Borrower or any of its Affiliates or Subsidiaries without the prior consent of
each Lender.

SECTION 10.05. Survival. All covenants, agreements,
representations and warranties made by the Borrower herein and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement shall be considered to have been relied upon by the other
parties hereto and shall survive the execution and delivery of this Agreement
and the making of any Loans and issuance of any Letters of Credit, regardless
of any investigation made by any such other party or on its behalf and
notwithstanding that the Administrative Agent, the Issuing Lender or any Lender
may have had notice or knowledge of any Default or incorrect representation or
warranty at the time any credit is extended hereunder, and shall continue in
full force and effect as long as the principal of or any accrued interest on
any Loan or any fee or any other amount payable under this Agreement is
outstanding and unpaid or any Letter of Credit is outstanding and so long as
the Commitments have not expired or terminated. The provisions of Sections
2.13, 2.14, 2.15, 3.03 and 10.03 and Article IX shall survive and remain in
full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans, the expiration or termination
of the Letters of Credit and the Commitments or the termination of this
Agreement or any provision hereof.

SECTION 10.06. Counterparts; Integration; Effectiveness.
This Agreement may be executed in counterparts (and by different parties hereto
on different counterparts), each of which shall constitute an original, but all
of which when taken together shall constitute a single

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contract. This Agreement and any separate letter agreements with respect to
fees payable to the Administrative Agent constitute the entire contract among
the parties relating to the subject matter hereof and supersede any and all
previous agreements and understandings, oral or written, relating to the
subject matter hereof. Except as provided in Section 5.01, this Agreement
shall become effective when it shall have been executed by the Administrative
Agent and when the Administrative Agent shall have received counterparts hereof
which, when taken together, bear the signatures of each of the other parties
hereto, and thereafter shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. Delivery of an
executed counterpart of a signature page of this Agreement by telecopy shall be
effective as delivery of a manually executed counterpart of this Agreement.

SECTION 10.07. Severability. Any provision of this Agreement
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular
provision in a particular jurisdiction shall not invalidate such provision in
any other jurisdiction.

SECTION 10.08. Right of Setoff. If an Event of Default shall
have occurred and be continuing, each Lender is hereby authorized at any time
and from time to time, to the fullest extent permitted by law, to set off and
apply any and all deposits (general or special, time or demand, provisional or
final) at any time held and other indebtedness at any time owing by such Lender
to or for the credit or the account of the Borrower against any of and all the
obligations of the Borrower now or hereafter existing under this Agreement held
by such Lender, irrespective of whether or not such Lender shall have made any
demand under this Agreement and although such obligations may be unmatured.
The rights of each Lender under this Section are in addition to other rights
and remedies (including other rights of setoff) which such Lender may have.

SECTION 10.09. Governing Law. This Agreement shall be
construed in accordance with and governed by the law of the State of New York.

SECTION 10.10. Jurisdiction, Service of Process and Venue.

(a) Submission to Jurisdiction. Each party hereto hereby
agrees that any suit, action or proceeding with respect to this Agreement, the
other Loan Documents or any judgment entered by any court in respect thereof
may be brought in the United States District Court for the Southern District of
New York, in the Supreme Court of the State of New York sitting in New York
County (including its Appellate Division), or in any other appellate court in
the State of New York, as the party commencing such suit, action or proceeding
may elect in its sole discretion; and each party hereto hereby irrevocably
submits to the jurisdiction of such courts for

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the purpose of any such suit, action, proceeding or judgment. Each party
hereto further submits, for the purpose of any such suit, action, proceeding or
judgment brought or rendered against it, to the appropriate courts of the
jurisdiction of its domicile.

(b) Process Agent. The Borrower hereby agrees that service
of all writs, process and summonses in any such suit, action or proceeding
brought in the State of New York may be made upon CT Corporation, presently
located at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, X.X.X. (the "Process
Agent"), and the Borrower hereby confirms and agrees that the Process Agent has
been duly and irrevocably appointed as its agent and true and lawful
attorney-in-fact in its name, place and stead to accept such service of any and
all such writs, process and summonses, and agrees that the failure of the
Process Agent to give any notice of any such service of process to the Borrower
shall not impair or affect the validity of such service or of any judgment
based thereon. The Borrower hereby further irrevocably consents to the service
of process in any suit, action or proceeding in such courts by the mailing
thereof by the Administrative Agent or any Lender by registered or certified
mail, postage prepaid, at its address set forth beneath its signature hereto.

(c) Other Service. Nothing herein shall in any way be deemed
to limit the ability of the Administrative Agent or any Lender to serve any
such writs, process or summonses in any other manner permitted by applicable
law or to obtain jurisdiction over the Borrower in such other jurisdictions,
and in such manner, as may be permitted by applicable law.

(d) Venue. The Borrower hereby irrevocably waives any
objection that it may now or hereafter have to the laying of the venue of any
suit, action or proceeding arising out of or relating to this Agreement or any
other Loan Document brought in the Supreme Court of the State of New York,
County of New York or in the United States District Court for the Southern
District of New York, and hereby further irrevocably waives any claim that any
such suit, action or proceeding brought in any such court has been brought in
an inconvenient forum.

(e) Excepcion de Arraigo. Each of the Borrower and the
Subsidiary Guarantors hereby irrevocably waives, to the fullest extent now or
hereafter permitted under the laws of Argentina or other relevant jurisdiction,
the right to demand that the Administrative Agent or any Lender post a
performance bond or guarantee (excepcion de arraigo) in any action or
proceeding initiated against the Borrower and/or its Subsidiaries in Argentina
in connection with this Agreement or the transactions contemplated hereby.

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SECTION 10.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO
HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

SECTION 10.12. No Immunity. To the extent that the Borrower
may be or become entitled, in any jurisdiction in which judicial proceedings
may at any time be commenced with respect to this Agreement or any other Loan
Document, to claim for itself or its properties or revenues any immunity from
suit, court jurisdiction, attachment prior to judgment, attachment in aid of
execution of a judgment, execution of a judgment or from any other legal
process or remedy relating to its obligations under this Agreement or any other
Loan Document, and to the extent that in any such jurisdiction there may be
attributed such an immunity (whether or not claimed), the Borrower hereby
irrevocably agrees not to claim and hereby irrevocably waives such immunity to
the fullest extent permitted by the laws of such jurisdiction.

SECTION 10.13. Judgment Currency; Foreign Exchange.

(a) Judgement Currency. This is an international loan
transaction in which the specification of U.S. Dollars and payment in New York
City is of the essence, and the obligations of the Borrower under this
Agreement to make payment to (or for the account of) a Lender in U.S. Dollars
shall not be discharged or satisfied by any tender or recovery pursuant to any
judgment expressed in or converted into any other currency or in another place
except to the extent that such tender or recovery results in the effective
receipt by such Lender in New York City of the full amount of U.S. Dollars
payable to such Lender under this Agreement. If for the purpose of obtaining
judgment in any court it is necessary to convert a sum due hereunder in U.S.
Dollars into another currency (in this Section called the "judgment currency"),
the rate of exchange that shall be applied shall be that at which in accordance
with normal banking procedures the Administrative Agent could purchase such
U.S. Dollars at the principal office of the Administrative Agent in New York
City with the judgment currency on the Business Day

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next preceding the day on which such judgment is rendered. The obligation of
the Borrower in respect of any such sum due from it to the Administrative Agent
or any Lender hereunder or under any other Loan Document (in this Section
called an "Entitled Person") shall, notwithstanding the rate of exchange
actually applied in rendering such judgment, be discharged only to the extent
that on the Business Day following receipt by such Entitled Person of any sum
adjudged to be due hereunder in the judgment currency such Entitled Person may
in accordance with normal banking procedures purchase and transfer U.S. Dollars
to New York City with the amount of the judgment currency so adjudged to be
due; and the Borrower hereby, as a separate obligation and notwithstanding any
such judgment, agrees to indemnify such Entitled Person against, and to pay
such Entitled Person on demand, in U.S. Dollars, the amount (if any) by which
the sum originally due to such Entitled Person in U.S. Dollars hereunder
exceeds the amount of the U.S. Dollars so purchased and transferred.

(b) Bonos Externos. The Borrower agrees that in the event of
any restriction or prohibition on the convertibility or transferability of
foreign exchange in the Argentine foreign exchange market, it will, at its own
expense, pay all amounts due hereunder in Dollars through (i) the sale of Bonos
Externos of Argentina or of any other public or private bond issued in Dollars
in Argentina or (ii) any other legal mechanism for the acquisition of Dollars
in any exchange market. All costs, including any taxes, relative to such
operations to obtain Dollars will be borne by the Borrower.

SECTION 10.14. Use of English Language. This Agreement has
been negotiated and executed in the English language. All certificates,
reports, notices and other documents and communications given or delivered
pursuant to this Agreement (including any modifications or supplements hereto)
shall be in the English language, or accompanied by a certified English
translation thereof. Except in the case of laws or official communications of
Argentina, in the case of any document originally issued in a language other
than English, the English language version of any such document shall for
purposes of this Agreement, and absent manifest error, control the meaning of
the matters set forth therein.

SECTION 10.15. Headings. Article and Section headings and
the Table of Contents used herein are for convenience of reference only, are
not part of this Agreement and shall not affect the construction of, or be
taken into consideration in interpreting, this Agreement.

SECTION 10.16. Treatment of Certain Information;
Confidentiality.

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(a) Treatment of Certain Information. The Borrower
acknowledges that from time to time financial advisory, investment banking and
other services may be offered or provided to the Borrower or one or more of its
Subsidiaries (in connection with this Agreement or otherwise) by any Lender or
by one or more subsidiaries or affiliates of such Lender and the Borrower
hereby authorizes each Lender to share any information delivered to such Lender
by the Borrower and its Subsidiaries pursuant to this Agreement, or in
connection with the decision of such Lender to enter into this Agreement, to
any such subsidiary or affiliate, it being understood that any such subsidiary
or affiliate receiving such information shall be bound by the provisions of
paragraph (b) of this Section as if it were a Lender hereunder. Such
authorization shall survive the repayment of the Loans, the expiration or
termination of the Letters of Credit and the Commitments or the termination of
this Agreement or any provision hereof.

(b) Confidentiality. Each of the Administrative Agent, the
Issuing Lender and the Lenders agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (i) to
its and its Affiliates' directors, officers, managers, employees and agents,
including accountants, legal counsel and other advisors (it being understood
that the Persons to whom such disclosure is made will be informed of the
confidential nature of such Information and instructed to keep such Information
confidential), (ii) to the extent requested by any regulatory authority, (iii)
to the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (iv) to any other party to this Agreement, (v) in
connection with the exercise of any remedies hereunder or under any other Loan
Document or any suit, action or proceeding relating to this Agreement or any
other Loan Document or the enforcement of rights hereunder or thereunder, (vi)
subject to an agreement containing provisions substantially the same as those
of this paragraph, to any assignee of or Participant in, or any prospective
assignee of or Participant in, any of its rights or obligations under this
Agreement, (vii) with the consent of the Borrower or (viii) to the extent such
Information (A) becomes publicly available other than as a result of a breach
of this paragraph or (B) becomes available to the Administrative Agent, the
Issuing Lender or any Lender on a nonconfidential basis from a source other
than the Borrower. For the purposes of this paragraph, "Information" means all
information received from the Borrower relating to the Borrower or its
business, other than any such information that is available to the
Administrative Agent, the Issuing Lender or any Lender on a nonconfidential
basis prior to disclosure by the Borrower; provided that, in the case of
information received from the Borrower after the date hereof, such information
is clearly identified at the time of delivery as confidential. Any Person
required to maintain the confidentiality of Information as provided in this
Section shall be considered to have complied with its obligation to do so if
such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.

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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.

NEXTEL ARGENTINA S.R.L.

By /s/ XXXXXXX X. XXXXXXX
----------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: President

LENDERS

THE CHASE MANHATTAN BANK,
individually and as Administrative
Agent

By /s/ XXXXXX XXXXXXXXX
----------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Vice President

CREDIT SUISSE FIRST BOSTON

By /s/ XXXX X. XXXXXX
----------------------------------
Name: Xxxx X. Xxxxxx
Title: Director

By
----------------------------------
Name:
Title:

BERLINER HANDELS UND FRANKFURTER BANK

By /s/ XXXXXXXXXX XXXX
----------------------------------
Name: Xxxxxxxxxx Xxxx
Title: Vice President

Credit Agreement

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Table of Contents

1 EXHIBIT 10.1 EXECUTION COUNTERPART CREDIT AGREEMENT

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