0001047469-05-022480 Sample Contracts

ELECTION AGREEMENT
Election Agreement • September 6th, 2005 • Multicanal Sa • Cable & other pay television services • New York

This Election Agreement (the "Agreement") is entered into as of , 2005, by and between Multicanal S.A. (the "Company") and (the "Electing Holder"). The Company and the Electing Holder are collectively referred to herein as the "Parties" and individually as a "Party".

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MULTICANAL S.A., the Company, LAW DEBENTURE TRUST COMPANY OF NEW YORK, Trustee, Co-Registrar, Principal Paying Agent and Bank, and HSBC Bank Argentina S.A., Registrar and Paying Agent
Second Supplemental Indenture • September 6th, 2005 • Multicanal Sa • Cable & other pay television services • New York

THIS SECOND SUPPLEMENTAL INDENTURE, dated as of (this “Second Supplemental Indenture”), is among Multicanal S.A., a sociedad anónima organized, existing and incorporated in the City of Buenos Aires, Republic of Argentina (“Argentina”) under the laws of Argentina on July 26, 1991, with a term of duration expiring on July 27, 2090, and registered with the Public Registry of Commerce on July 26, 1991, under number 5225, Book 109 of Volume “A” of corporations, having its principal executive offices at Avalos 2057, (C1431DPM) Buenos Aires, Argentina (the “Company”), Law Debenture Trust Company of New York, a New York banking corporation, as Trustee for the benefit of the Holders (the “Trustee”), Co-Registrar (the “Co-Registrar”) and Principal Paying Agent (the “Principal Paying Agent”) and in its individual capacity for the purposes of Article Five hereto (the “Bank”), and HSBC Bank Argentina S.A., a sociedad anónima duly organized and existing under the laws of Argentina, as Registrar (the

MULTICANAL S.A., Company, LAW DEBENTURE TRUST COMPANY OF NEW YORK, Trustee, Co- Registrar and Principal Paying Agent, and HSBC Bank Argentina S.A., Registrar and Paying Agent
Indenture • September 6th, 2005 • Multicanal Sa • Cable & other pay television services • New York

THIS INDENTURE, dated as of is among Multicanal S.A., a sociedad anónima organized, existing and incorporated in the City of Buenos Aires (“Buenos Aires”), Argentina under the laws of Argentina on July 26, 1991, with a term of duration expiring on July 27, 2090, and registered with the Public Registry of Commerce on July 26, 1991, under number 5225, Book 109 of Volume “A” of corporations, having its principal executive offices at Avalos 2057, (C1431DPM) Buenos Aires, Argentina (the “Company”), Law Debenture Trust Company of New York, as trustee (the “Trustee”), co-registrar (the “Co-Registrar”) and principal paying agent (the “Principal Paying Agent”), and HSBC Bank Argentina S.A., as registrar (the “Registrar”) and paying agent (the “Paying Agent”).

MULTICANAL S.A., the Company, LAW DEBENTURE TRUST COMPANY OF NEW YORK, Trustee, Co-Registrar, Principal Paying Agent and Bank, and HSBC Bank Argentina, S.A., Registrar and Paying Agent
First Supplemental Indenture • September 6th, 2005 • Multicanal Sa • Cable & other pay television services • New York

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of (this “First Supplemental Indenture”), is among Multicanal S.A., a sociedad anónima organized, existing and incorporated in the City of Buenos Aires, Republic of Argentina (“Argentina”) under the laws of Argentina on July 26, 1991, with a term of duration expiring on July 27, 2090, and registered with the Public Registry of Commerce on July 26, 1991, under number 5225, Book 109 of Volume “A” of corporations, having its principal executive offices at Avalos 2057, (C1431DPM) Buenos Aires, Argentina (the “Company”), Law Debenture Trust Company of New York, a New York banking corporation, as Trustee for the benefit of the Holders (the “Trustee”), Co-Registrar (the “Co-Registrar”) and Principal Paying Agent (the “Principal Paying Agent”) and in its individual capacity for the purposes of Article Five hereto (the “Bank”), and HSBC Bank Argentina S.A., a sociedad anónima duly organized and existing under the laws of Argentina, as Registrar (the “

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