SC 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.     )*

TELECOM ARGENTINA S.A.

(Name of Issuer)

CLASS B ORDINARY SHARES

AMERICAN DEPOSITARY SHARES, REPRESENTING CLASS B ORDINARY SHARES

(Title of Class of Securities)

879273209

(CUSIP Number)

Alejandro A. Urricelqui

Cablevisión Holding S.A.

Tacuarí 1842, 4th. Floor

(1139) Buenos Aires, Argentina

Telephone: +54 11 4309 3417

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

With a copy to:

Andrés de la Cruz, Esq.

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

(212) 225-2208

December 21, 2017

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240. 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

CUSIP No.   879273209
	1.	Names of Reporting Persons GC Dominio S.A.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) AF/BK
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Argentina
Number of American Depositary Shares Beneficially Owned by Each Reporting Person With:			7.	Sole Voting Power 841,666,658
			8.	Shared Voting Power 0
			9.	Sole Dispositive Power 841,666,658
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 841,666,658
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11)* 57.27%
	14.	Type of Reporting Person (See Instructions) HC/CO

*Calculated over 627,930,005 Class B Shares (as defined below) of the Issuer and 841,666,658 Class D Shares (as defined below) held by the Reporting Person. The 841,666,658 Class D Shares beneficially owned by the Reporting Person represent 39.08% of the total post-Merger (as defined below) capital stock of the Issuer. The Reporting Person does not hold Class B Shares.

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CUSIP No.   879273209
	1.	Names of Reporting Persons Cablevisión Holding S.A.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) AF/BK
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Argentina
Number of American Depositary Shares Beneficially Owned by Each Reporting Person With:			7.	Sole Voting Power 841,666,658
			8.	Shared Voting Power 0
			9.	Sole Dispositive Power 841,666,658
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 841,666,658
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11)* 57.27%
	14.	Type of Reporting Person (See Instructions) HC/CO

*Calculated over 627,930,005 Class B Shares outstanding of the Issuer and 841,666,658 Class D Shares beneficially owned by the Reporting Person. The 841,666,658 Class D Shares beneficially owned by the Reporting Person represent 39.08% of the total post-Merger capital stock of the Issuer. The Reporting Person does not hold Class B Shares.

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CUSIP No.   879273209
	1.	Names of Reporting Persons VLG Argentina, LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) AF/BK
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization Delaware
Number of American Depositary Shares Beneficially Owned by Each Reporting Person With:			7.	Sole Voting Power 434,909,475
			8.	Shared Voting Power 0
			9.	Sole Dispositive Power 434,909,475
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 434,909,475
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11)* 40.92%
	14.	Type of Reporting Person (See Instructions) HC/OO

*Calculated over 627,930,005 Class B Shares outstanding of the Issuer and 434,909,475 Class D Shares beneficially owned by the Reporting Person. The 434,909,475 Class D Shares beneficially owned by the Reporting Person represent 20.19% of the total post-Merger capital stock of the Issuer. The Reporting Person does not hold Class B Shares.

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Item 1.  Security and Issuer

This statement on Schedule 13D (this “Statement”) relates to the Class B shares, Ps. 1.00 par value per share (the “Class B Shares”) of Telecom Argentina S.A. (the “Issuer”), a portion of which is represented by American Depositary Shares (“ADSs”) which are traded on the New York Stock Exchange (the “NYSE”). The principal executive offices of the Issuer are located at Alicia Moreau de Justo 50, 10th floor, 1107 Buenos Aires, Argentina.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.

Item 2.  Identity and Background

(a)           GC Dominio S.A. (“GC Dominio”), a sociedad anónima (corporation) organized under the laws of the Republic of Argentina, Cablevisión Holding S.A. (“CVH”), a sociedad anónima (corporation) organized under the laws of the Republic of Argentina, and VLG Argentina, LLC (“VLG,” and together with CVH and GC Dominio, the “Reporting Persons”), a limited liability company organized under the laws of the State of Delaware, are filing this Statement.

(b)           GC Dominio’s principal address is Piedras 1743, City of Buenos Aires, C1140ABK, Argentina.

CVH’s principal business address is Tacuarí 1842 (1139), City of Buenos Aires, Argentina.

VLG’s principal business address is 1209 Orange Street, Corporation Trust Center, Wilmington, Delaware, United States of America.

(c)           GC Dominio is a holding company and its principal asset are its voting rights over 64.25% of CVH’s share capital. GC Dominio’s shares are owned by ELHN - Grupo Clarín New York Trust (35.555%);  HHM - Grupo Clarín New York Trust (35.355%); (iii) LRP - Grupo Clarín New York Trust (14.555%) and Mr. José Antonio Aranda (14.555%).

CVH is a holding company and, as a result of the Merger (as defined below), its principal asset is its direct and indirect (through VLG) ownership of 39.08% of the total post-Merger capital stock of the Issuer.

VLG is a holding company and, as a result of the Merger, its principal asset is its direct ownership of 20.19% of the total post-Merger capital stock of the Issuer. VLG is a wholly-owned subsidiary of CVH and CVH is the sole managing member of VLG.

The name, citizenship, present principal occupation or employment and business address of each director of CVH and GC Dominio are set forth in Schedule A hereto. GC Dominio, CVH and VLG have not appointed executive officers.

(d)           During the last five years, neither the Reporting Persons nor, to the best of the Reporting Persons’ knowledge, any person listed in Schedule A, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)           During the last years, neither the Reporting Persons nor, to the best of the Reporting Persons’ knowledge, any person listed in Schedule A, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject, to federal or state securities laws or finding any violation with respect to such laws.

Item 3.  Source and Amount of Funds or Other Consideration

The information set forth in or incorporated by reference in Item 4 of this Statement is incorporated by reference in its entirety into this Item 3.

Item 4.  Purpose of Transaction

On June 30, 2017, the Issuer and Cablevisión S.A.(“Cablevisión”), a sociedad anónima (corporation) organized under the laws of the Republic of Argentina, entered into a Preliminary Merger Agreement (Compromiso Previo de Fusión) (the “Cablevisión Preliminary Merger Agreement”), which set forth the preliminary terms and conditions, as approved by the board of directors of each company, of a proposed merger between the Issuer and Cablevisión (the “Merger”). Prior to the Merger, CVH, directly and indirectly through VLG, held 60% of Cablevisión, which provided a wide range of cable television, data transmission, internet and mobile services.

The consummation of the Merger was made subject to the receipt of necessary regulatory approvals, including the receipt of the authorization from ENACOM (Ente Nacional de Comunicaciones) (the “Regulatory Approval”).  A copy and free translation of the Preliminary Merger Agreement are attached hereto as Exhibits 99.1 and 99.2 and incorporated herein by reference.

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Upon the completion of the Merger:

·Cablevisión dissolved without liquidation and transferred all of its rights, obligations, assets and liabilities to the Issuer;

·Cablevisión merged into the Issuer and the Issuer became the surviving entity;

·Shareholders of Cablevisión became shareholders of the Issuer;

·The Issuer amended its bylaws, which amendment became effective as of the effective date of the Merger;

·The Issuer created a new class of shares of the Issuer’s capital stock (the “Class D Shares”) that have the same voting and economic rights as Class A stock of the Issuer (the “Class A Shares”), and pursuant to the amended bylaws of the Issuer, directors nominated by Class A and Class D capital shareholders and the Class A and Class D capital shareholders (if the matters are presented for the consideration of such shareholders), have supermajority rights with respect to certain matters, including:

·certain increases in key employees compensation;

·the merger or consolidation of the Issuer, with limited exceptions;

·certain acquisitions or dispositions of the Issuer or its subsidiaries;

·the issuance, redemption or repurchase by the Issuer of any of its capital stock;

·the incurrence of indebtedness above certain thresholds;

·the making of capital expenditures not contemplated in a business plan or annual budget in excess of U.S.$45 million in the aggregate in a given fiscal year, excluding certain capital expenditures made for improvement or maintenance purposes;

·the entering into of certain material contracts;

·any transaction with an affiliate of a shareholder party to the TEO Shareholders Agreement (as defined below);

·the deregistration of any securities of the Issuer; and

·certain modifications to the Issuer’s dividend policy;

·The Class A and Class D capital stock will not be registered with the U.S. Securities and Exchange Commission and will not be listed on any U.S. stock exchange;

·The Issuer increased its share capital and issued additional Class A Shares and new Class D Shares of the Issuer’s capital stock, each of which are convertible to Class B Shares;

·The additional Class A Shares and new Class D Shares of the Issuer were distributed as follows:

·FM (as defined below) received 169,900,858 Class A Shares;

·CVH received 406,757,183 new Class D Shares; and

·VLG (pre split-off of VLG, as described below) was entitled to receive 607,870,365 new shares, comprised of Class A Shares and Class D Shares equivalent to the ownership FM and CVH had in VLG upon the effectiveness of the Merger.

·FM and CVH undertook a split-off transaction (escisión) and executed a split-off agreement (the “Split-off Agreement”) in respect of VLG, as a result of which VLG was split into two companies holding in the aggregate the capital stock of Cablevisión and/or VLG’s right to receive shares of the Issuer in exchange for such Cablevisión shares upon the effectiveness of the  Merger. The split-off reflected FM and CVH’s respective interests in VLG immediately prior to the Merger (CVH held 71.55% of VLG and FM held 28.45% of VLG). CVH remained as the sole member of VLG and FM’s right to receive underlying shares in the Issuer were vested with a new entity (“VLG Split-off”). CVH retained 100% of VLG and has no interest in VLG Split-off (or its successor). In addition, FM, FTL (as

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defined below) and CVH will contribute a portion of their interests in the capital stock of the Issuer to a voting trust that will be subject to the shareholders agreement described below.

·The Issuer’s new shares were allocated based on a fixed exchange ratio of 1 share of Cablevisión for every 9,871.07005 Class A Shares or Class D Shares of the Issuer’s capital stock to be issued as a result of the Merger, among: (i) Fintech Media, LLC (“FM”), a subsidiary of Fintech Advisory Inc (“FAI”), and a former shareholder of Cablevisión and the member of VLG Split-off (or its successor); (ii) CVH, a former shareholder of Cablevisión and the member of VLG; (iii) VLG Split-off (or its successor) and (iv) VLG.

As a result of the Merger, CVH received 406,757,183 Class D Shares of the Issuer representing approximately 18.89% of the post-Merger capital stock of the Issuer, and VLG received 434,909,475 Class D Shares of the Issuer representing approximately 20.19% of the post-Merger capital stock of the Issuer.

The effectiveness of the Merger was subject to the satisfaction of the following conditions, which were satisfied on January 1, 2018:

·Telecom having prepared its technical and operational systems with the capacity to absorb the operations of Cablevisión;

·the execution of the Final Merger Agreement, as required under Argentine law; and

·the receipt of the Regulatory Approval.

The summary of the Preliminary Merger Agreement contained in this Statement is qualified in its entirety by reference to the full version of such agreement attached as an exhibit hereto.

On July 7, 2017, Fintech Telecom, LLC (“FTL”), FAI, FM, VLG and CVH entered into a shareholders agreement (“TEO Shareholders Agreement”), which regulates certain matters as to the corporate governance of the Issuer which became effective upon completion of the Merger, while other provisions became effective simultaneously upon the execution of the TEO Shareholders Agreement. A copy of the TEO Shareholders Agreement is attached hereto as Exhibit 99.3 and incorporated herein by reference.

The TEO Shareholders Agreement provides, among other matters, the following:

·Any capital stock of the Issuer as the surviving company (such capital stock, “Post-Merger Shares”), upon effectiveness of the Merger and the corporate reorganization of the Issuer pursuant to which Sofora Telecomunicaciones S.A, Nortel Inversora S.A. and Telecom Personal S.A. were merged into Issuer (the “Corporate Reorganization”), owned by VLG would be split-off pro rata between FM and CVH based on their holdings of VLG membership interests as of the date of the split-off. As described above, FM and CVH undertook the split-off transaction (escisión) as a result of which CVH, through VLG, owns 434,909,475 Class D Shares of the Issuer and VLG Split-off (or its successor), owns 172,960,890 Class A Shares of the Issuer,

·Any shareholders party to the TEO Shareholders Agreement (any such shareholder, a “SHA Party”) are subject as of the date of the agreement to restrictions on the transfer of all their shares of the Issuer both prior to and upon effectiveness of the Merger and the Corporate Reorganization, as applicable, including (i) the right of first refusal to purchase such shares from a selling SHA Party, (ii) certain tag-along rights of each other SHA Party and (iii) so long as a SHA Party holds at least a certain minimum amount of Post-Merger Shares, such SHA Party will be entitled to certain drag-along rights pursuant to which it will be able to require the other SHA Parties to sell, together with the dragging SHA Party, a number of shares that represents in the aggregate at least fifty-one percent (51%) of the Post-Merger Shares;

·FTL and CVH have undertaken to execute a voting trust agreement (the “Voting Trust Agreement”) pursuant to which each (i) will deposit certain Post-Merger Shares (in the case of CVH’s shares, the “Class D Trust Shares” and in the case of FTL’s shares, the “Class A Trust Shares”) in a voting trust (the “CVH Voting Trust”), which, when added to the Post-Merger Shares held by CVH, will exceed fifty percent (50%) of the outstanding Post-Merger Shares, and (ii) will appoint a co-trustee who will be designated to vote the shares in accordance with the terms of the Voting Trust Agreement. The Voting Trust will cause its Post-Merger Shares to be voted pursuant to the instructions of the CVH co-trustee, except with respect to certain veto matters, in which case the FTL co-trustee will determine how the Post-Merger Shares subject to the Voting Trust will be voted;

·The Board of Directors of the Issuer will consist of 11 members.  Each of FTL, CVH and the Voting Trust will vote or cause to be voted, their Post-Merger Shares, whether held directly or indirectly, in favor of the election of

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directors designated by FTL and CVH, a majority of which will be designated by CVH, subject to CVH and FTL satisfying certain ownership thresholds of the Post-Merger Shares;

·Subject to CVH and FTL satisfying certain ownership thresholds of the Post-Merger Shares, CVH will be entitled to designate the Chief Executive Officer and other key employees of the Issuer and FTL will be entitled to designate the Chief Financial Officer and the Internal Auditor;

·An executive committee of the Issuer will be established consisting of five members, of which three will be designated by CVH and two will be designated by FTL, in each case subject to the SHA Party maintaining certain ownership thresholds of Post-Merger Shares. In addition, CVH will be entitled to designate two members of the Issuer’s statutory audit committee and three members of the Issuer’s statutory supervisory committee (comisión fiscalizadora) and FTL will be entitled to designate one member of the of statutory audit committee and two members of the statutory supervisory committee;

·Prior to each shareholder meeting or any other meeting of the Issuer upon which certain veto matters will be decided, CVH and FTL agree to hold meetings at which their representatives will determine how CVH and FTL, and the Voting Trust, if in effect, will vote their Post-Merger Shares at such meeting in accordance with the provisions of the TEO Shareholders Agreement;

·The Issuer is required to maintain a listing of the Class B Shares and the ADSs representing the Class B Shares on the Securities Market of Buenos Aires (Bolsas y Mercados Argentinos) and the New York Stock Exchange, respectively;

·Each SHA Party and its respective affiliates is prohibited from acquiring any capital stock of the Issuer (prior to the Merger), any Post-Merger Shares (upon effectiveness of the Merger and Corporate Reorganization) or any capital stock of Nortel in each case from a third party without (i) proper notice to the other SHA Parties and (ii) the right for such other SHA Parties to purchase fifty percent (50%) of the shares to be purchased from the third-party; provided that CVH may acquire an additional two percent (2%) of any Post-Merger Shares without complying with the foregoing obligations.

·In the event that a public acquisition offer (oferta pública de adquisición) is required in connection with the Merger, CVH will launch such public acquisition offer to acquire Class B Shares of the Issuer, and FTL will be jointly and severally liable for payment for, and will receive following the closing of such public acquisition offer, fifty percent (50%) of any Class B Shares of the Issuer tendered in such public acquisition offer;

·Subject to satisfying certain ownership thresholds of the Post-Merger Shares, each of FTL and CVH, and certain other shareholders of the Issuer that subsequently become a SHA Party, will have certain veto rights over corporate governance matters of the Issuer, including those supermajority rights under the summary of the Merger Agreement;

·The SHA Parties agree to cause the Issuer to declare and pay dividends if its consolidated operating cash flows exceed a certain threshold, after taking into consideration certain adjustments. FTL will be entitled to cause the Issuer to make dividend payments in excess of the Issuer’s dividend policy for so long as any Bono de Goce Class A (to be assumed by the Issuer in connection with the Corporate Reorganization) remains outstanding; and

·Each SHA Party will have certain registration rights with respect to Class B Shares of the issuer subject to the SHA Party satisfying certain ownership thresholds of the Post-Merger Shares.

Once the CVH Voting Trust is formed, CVH may be deemed to have shared voting power with FTL with respect to the Class A Trust Shares beneficially owned by FTL.

In addition, FTL, FM and FAI entered into an Option Agreement, dated July 7, 2017 (“Option Agreement”) with CVH, which provided CVH the option to purchase equity interests in a vehicle from FAI or FM, as the case may be, that contained or would contain the equivalent of 13.51% of the total outstanding capital of the Issuer (after giving effect to the Corporate Reorganization but prior to the Merger) or membership interests in VLG or any successors of VLG formed by split-off. The option was exercisable between the date on which the option price was paid and the earlier of (i) 60 days after the receipt of the Regulatory Approval, (ii) five business days prior to the effective date of the Merger and (iii) July 7, 2018. The exercise price of the option was US$634,275,282 plus interest at a rate of 6% per annum. On October 6, 2017, CVH made an advance payment of the call option price for an aggregate amount of US$634,275,282. Pursuant to the Option Agreement, in exchange for such advance payment, FM granted a first ranking pledge over a certain percentage of its ownership of VLG prior to the split-off. On December 27, 2017, CVH exercised the call option and, upon the closing of the Option Agreement, became the owner of an additional 21.55% membership interests of VLG (prior to the

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split-off of VLG), which raised CVH’s membership interests in VLG (prior to the split-off of VLG) to 71.55%. A copy of the Option Agreement and the Exercise Notice are attached hereto as Exhibit 99.4 and Exhibit 99.5, respectively, and incorporated herein by reference.

On September 24, 2017, CVH, as borrower, executed a credit agreement (the “Credit Agreement”) with Citibank, N.A. (“Citi”), Goldman Sachs Bank USA (“Goldman Sachs”), Industrial and Commercial Bank of China Limited, Dubai (DIFC) Branch (“ICBC”), Itaú Unibanco S.A., Nassau Branch (“Itaú”, and together with Citi, Goldman Sachs, ICBC and any other lenders party thereto from time to time, collectively, the “Lenders”), Citigroup Global Markets Inc., Goldman Sachs Bank USA, Industrial and Commercial Bank of China Limited, Dubai (DIFC) Branch, and Itaú Unibanco S.A., Nassau Branch (each in its capacity as a joint lead arranger and joint bookrunner, collectively, the “Arrangers”), Citibank, N.A., as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), Citibank, N.A., as offshore collateral agent, and the branch of Citibank, N.A. established in the Republic of Argentina, as Onshore Collateral Agent, for aggregate principal amount not to exceed $750,000,000, the proceeds of which would be used, among others, to fund any advance payments under the Option Agreement or paying the price payable to exercise the call option set forth in the Option Agreement. The disbursement of the funds pursuant to the Credit Agreement took place on September 28, 2017 and CVH utilized such funds to make the advance payment of the Option Agreement as described in the paragraph above. As security for its obligations under the Credit Agreement, CVH granted a first priority pledge under Argentine law over 30,123 ordinary shares of Cablevisión representing 25.10% of the capital stock and votes of Cablevisión, which on January 1, 2018 were exchanged for 297,346,243 Class D Shares of the Issuer. A copy of the Credit Agreement is attached hereto as Exhibit 99.6 and incorporated herein by reference.

The Regulatory Approval was obtained on December 21, 2017.

The summaries of the TEO Shareholders Agreement, the Option Agreement, the Exercise Notice and the Credit Agreement contained in this Statement are qualified in their entirety by reference to their full versions attached as exhibits hereto.

The Reporting Persons may acquire additional Class B Shares, ADSs or shares convertible into Class B Shares and/or sell or hold Class B Shares, ADSs or shares convertible into Class B Shares. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons review of numerous factors, including, among other things, the price levels of the Class B Shares, ADSs or shares convertible into Class B Shares; general market and economic conditions; ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; the relative attractiveness of alternative business and investment opportunities; and other future developments.

Except as set forth in this Statement, neither the Reporting Persons nor, to the best of the Reporting Persons’ knowledge, any person listed in Schedule A, have any present plans or proposals which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5.  Interest in Securities of the Issuer

(a)- (b)    As of the date of this Statement, the Reporting Persons may be deemed to have the following beneficial ownership interests in shares of the Issuer convertible into the Class B Shares:

	Directly Owned			Indirectly Owned			Aggregate amount beneficially Owned
Holder	Number	% of Class(1)		Number	% of Class(1)		Number	% of Class(1)
GC Dominio(2)	0	0.00	%	841,666,658	52.27	%	841,666,658	52.27	(5)%
CVH (3)	406,757,183	27.68	%	434,909,475	29.59	%	841,666,658	52.27	(5)%
VLG(4)	434,909,475	40.92	%	0	0.00	%	434,909,475	40.92	(6)%

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(1)           All percentages based on (i) the 627,930,005 outstanding Class B Shares of the Issuer plus (ii) the Class D Shares beneficially owned by each Reporting Person.

(2)           GC Dominio controls 64.25% of the votes of CVH. Consequently, GC Dominio may be deemed to beneficially own all Class D Shares beneficially owned, directly and indirectly, by CVH.

(3)           CVH directly owns 406,757,183 new Class D Shares of the Issuer pursuant to the Merger. In addition, CVH holds 100% of the membership interests of VLG. Consequently, CVH may be deemed to beneficially own all Class D Shares of the Issuer that are directly owned by VLG.

(4)           Pursuant to the Merger, VLG received 434,909,475 Class D Shares of the Issuer (due to CVH’s 71.55% ownership in VLG prior to the VLG split-off).

(5)           The 841,666,658 Class D Shares beneficially owned by the Reporting Person represent 39.08% of the total post-Merger capital stock of the Issuer.

(6)           The 434,909,475 Class D Shares beneficially owned by the Reporting Person represent 20.19% of the total post-Merger capital stock of the Issuer.

The Reporting Persons do not hold Class B Shares.

As of the date of this Statement, Mr. Sebastian Salaber held 684 Class B Shares of the Issuer, which represent 0.000108929% of the Class B Shares of the Issuer. Mr. Salaber has sole voting and dispositive power with respect to the Class B Shares he holds of record.

As of the date of this Statement, Mr. Gonzalo Blaquier has a 20% interest in a brokerage account (the “Brokerage Account”) held with other members of his family which held 1,826 ADSs, equivalent to 9,180 Class B Shares of the Issuer, which represent 0.0014619464% of the Class B Shares of the Issuer. Mr. Blaquier has shared voting and shared dispositive power with respect to such ADSs.

Except as set forth in this Item 5(a)-(b) of this Statement, to the knowledge of the Reporting Persons, none of the persons set forth in Schedule A held any Class B Shares or shares convertible into Class B Shares directly or has the right to vote or dispose of any Shares held by the Reporting Persons as of the date of this Statement.

The Reporting Persons may be deemed to be a group in relation to their respective holdings of shares of the Issuer. The Reporting Persons do not affirm the existence of a group. Except as set forth in this Item 5(a)-(b) of this Statement, each of the persons named in this Item 5(a)-(b) disclaims beneficial ownership of any shares owned beneficially or of record by any other person named in this Statement. Each of the Reporting Persons disclaims beneficial ownership of all of the Class A Shares of the Issuer mentioned in this report, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

(c)           On November 16, 2017, the Brokerage Account sold 2,444 ADSs at a price of US$32.95 per ADS on the New York Stock Exchange through a broker dealer.

Except as set forth in this statement, none of the Reporting Persons, or to the Reporting Person s’ best knowledge, without independent verification, any other person named in Schedule A, has effected any transaction in shares of the Issuer’s Class B Shares during the past 60 days.

(d)           To the Reporting Persons’ best knowledge, no person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Person identified in this Item 5.

(e)           Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Other than as described in item 4 above, which is incorporated herein by reference, and in the agreements attached as exhibits hereto, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option

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arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, among the persons named in item 2 and between such persons and any person, with respect to any securities of the Issuer.

Item 7. Material to Be Filed as Exhibits

Exhibit Number	Description
99.1	Preliminary Merger Agreement, dated as of June 30, 2017, between Telecom Argentina S.A. and Cablevisión S.A.
99.2	Free Translation of the Preliminary Merger Agreement, dated as of June 30, 2017, between Telecom Argentina S.A. and Cablevisión S.A.
99.3	Shareholders Agreement, dated as of July 7, 2017, among VLG Argentina LLC, Cablevisión Holding S.A., Fintech Telecom, LLC, Fintech Media, LLC and Fintech Advisory Inc.
99.4	Option Agreement, dated as of July 7, 2017, among Cablevisión Holding S.A., Fintech Telecom, LLC, Fintech Media, LLC and Fintech Advisory Inc.
99.5	Exercise Notice, dated as of December 27, 2017, from Cablevisión Holding S.A. to Fintech Media, LLC.
99.6	Credit Agreement, dated as of September 24, 2017, Cablevisión Holding S.A., Citibank, N.A., Goldman Sachs Bank USA, Industrial and Commercial Bank of China Limited, Dubai (DIFC) Branch, Itaú Unibanco S.A., Nassau Branch, inter alios.
99.7	Joint Filing Agreement

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 2, 2018

CABLEVISIÓN HOLDING S.A.
By:	/s/ Alejandro Alberto Urricelqui
Name:	Alejandro Alberto Urricelqui
Title:	Chairman and Chief Executive Officer
GC Dominio S.A.
By:	/s/ Héctor Horacio Magnetto
Name:	Héctor Horacio Magnetto
Title:	Chairman
CABLEVISIÓN HOLDING S.A., as managing member of VLG Argentina LLC.
By:	/s/ Alejandro Alberto Urricelqui
Name:	Alejandro Alberto Urricelqui
Title:	Chairman and Chief Executive Officer of Cablevisión Holding S.A., the managing member of VLG Argentina, LLC

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Schedule A

The following sets forth the name, citizenship, present principal occupation or employment of each director CVH and GC Dominio. GC Dominio, CVH and VLG have not appointed executive officers. To the best of the Reporting Persons’ knowledge, except as set forth on Schedule 13D, none of the directors or executive officers of CVH or GC Dominio own any Class B Shares or any shares convertible into Class B Shares.

Board of Directors of Cablevisión Holding S.A.

Name	Title	Citizenship	Present Principal Occupation or Employment	Business Address
Alejandro A. Urricelqui	Chairman and Director	Argentina	Chairman of Cablevisión S.A.	Tacuarí 1842 (1139), 4th floor, Buenos Aires, Argentina
Damián F. Cassino	Vice-Chairman and Director	Argentina	Partner at SVA Abogados (law firm)	Florida 954 (1005), Buenos Aires, Argentina
Sebastián Bardengo	Director	Argentina	Director of CVH	Tacuarí 1842 (1139), 4th floor, Buenos Aires, Argentina
Ignacio José María Sáenz Valiente	Director	Argentina	Partner at SVA Abogados (law firm)	Florida 954 (1005), Buenos Aires, Argentina
Francisco I. Acevedo	Director	Argentina	Director of Corporate Control of Cablevisión S.A	Tacuarí 1842 (1139), 4th floor, Buenos Aires, Argentina
Nicolás S. Novoa	Director	Argentina	Partner at SVA Abogados (law firm)	Florida 954 (1005), Buenos Aires, Argentina
Alan Whamond	Director	Argentina	Consultant, President at Consultora Tecnopolitica (consulting firm)	Pje.Tres Sargentos 422 PB 2 (1054), Buenos Aires, Argentina
Nelson Damián Pozzoli	Director	Argentina	Partner at Inverlat S.A. (private investment firm)	Paroissien 1930 (1429), Buenos Aires, Argentina
Gonzalo Blaquier	Director	Argentina	Private Consultant	Av. Gral. Ortiz de Ocampo 3138 (1425), Buenos Aires, Argentina
Sebastián Salaber	Director	Argentina	Private Consultant	Av. Corrientes 415 (1043), Buenos Aires, Argentina
Claudia I. Ostergaard	Alternate Director	Argentina	Partner at SVA Abogados (law firm)	Av. Corrientes 531, 9th Floor (1043), Buenos Aires, Argentina

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María de los Milagros Paez	Alternate Director	Argentina	Partner at SVA Abogados (law firm)	Florida 954 (1005), Buenos Aires, Argentina
María Lucila Romero	Alternate Director	Argentina	Partner at SVA Abogados (law firm)	Florida 954 (1005), Buenos Aires, Argentina
Alejandro Río	Alternate Director	Argentina	Partner at Sophia Capital (private investment firm)	Av. Coronel Díaz 2333 6D (1425), Buenos Aires, Argentina
Patricio Gómez Sabaini	Alternate Director	Argentina	Partner of Sur Capital Partners (private investment firm)	Av. Coronel Díaz 2857 (1425), Buenos Aires, Argentina
Francisco Saravia	Alternate Director	Argentina	Partner at Oría, Colombres & Saravia Abogados (law firm)	Av. Leandro N. Alem 651, 9th Floor (1001), Buenos Aires, Argentina
Gervasio Colombres	Alternate Director	Argentina	Partner at Oría, Colombres & Saravia Abogados (law firm)	Av. Leandro N. Alem 651, 9th Floor (1001), Buenos Aires, Argentina

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Board of Directors of GC Dominio S.A.

Name	Title	Citizenship	Present Principal Occupation or Employment	Business Address
Héctor Horacio Magnetto	Chairman and Director	Argentina	Media Businessman	Piedras 1743 (1140), Buenos Aires, Argentina
José Antonio Aranda	Vice Chairman and Director	Argentina	Media Businessman	Piedras 1743 (1140), Buenos Aires, Argentina
Lucio Rafael Pagliaro	Director	Argentina	Media Businessman	Piedras 1743 (1140), Buenos Aires, Argentina
Nicolás S. Novoa	Director	Argentina	Partner at SVA Abogados (law firm)	Florida 954 (1005), Buenos Aires, Argentina
María Lucila Romero	Director	Argentina	Partner at SVA Abogados (law firm)	Florida 954 (1005), Buenos Aires, Argentina
Ignacio José María Sáenz Valiente	Director	Argentina	Partner at SVA Abogados (law firm)	Florida 954 (1005), Buenos Aires, Argentina
Damián F. Cassino	Alternate Director	Argentina	Partner at SVA Abogados (law firm)	Florida 954 (1005), Buenos Aires, Argentina
Héctor M. Aranda	Alternate Director	Argentina	CEO at Arte Gráfico Editorial Argentino S.A (graphic editing company)	Piedras 1743 (1140), Buenos Aires, Argentina
Lucio Andrés Pagliario	Alternate Director	Argentina	Psychologist	Piedras 1743 (1140), Buenos Aires, Argentina
Claudia I. Ostergaard	Alternate Director	Argentina	Partner at SVA Abogados (law firm)	Av. Corrientes 531, 9th Floor (1043), Buenos Aires, Argentina
Santiago José María Sáenz Valiente	Alternate Director	Argentina	Foreign Attorney at Fox Horan & Camerini LLP (law firm)	825 Third Avenue, New York, United States of America

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Exhibit Number	Description
99.1	Preliminary Merger Agreement, dated as of June 30, 2017, between Telecom Argentina S.A. and Cablevisión S.A.
99.2	Free Translation of the Preliminary Merger Agreement, dated as of June 30, 2017, between Telecom Argentina S.A. and Cablevisión S.A.
99.3	Shareholders Agreement, dated as of July 7, 2017, among VLG Argentina LLC, Cablevisión Holding S.A., Fintech Telecom, LLC, Fintech Media, LLC and Fintech Advisory Inc.
99.4	Option Agreement, dated as of July 7, 2017, among Cablevisión Holding S.A., Fintech Telecom, LLC, Fintech Media, LLC and Fintech Advisory Inc.
99.5	Exercise Notice, dated as of December 27, 2017, from Cablevisión Holding S.A. to Fintech Media, LLC.
99.6	Credit Agreement, dated as of September 24, 2017, Cablevisión Holding S.A., Citibank, N.A., Goldman Sachs Bank USA, Industrial and Commercial Bank of China Limited, Dubai (DIFC) Branch, Itaú Unibanco S.A., Nassau Branch, inter alios.
99.7	Joint Filing Agreement

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EX-99.1

Exhibit 99.1

COMPROMISO PREVIO DE FUSIÓN

celebrado entre

TELECOM ARGENTINA S.A.

(como Sociedad Absorbente)

y

CABLEVISION S.A.

(como Sociedad Absorbida)

30 de junio de 2017

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COMPROMISO PREVIO DE FUSIÓN

El presente COMPROMISO PREVIO DE FUSIÓN se celebra el 30 de junio de 2017 entre:

(1)Telecom Argentina S.A. (“Telecom Argentina” o, la “Sociedad Absorbente”), con domicilio en la Avda. Alicia Moreau de Justo 50, piso 13, de la Ciudad Autónoma de Buenos Aires;

(2)Cablevisión S.A. (“Cablevisión” o, la “Sociedad Absorbida”), con domicilio en la Avda. General Hornos 690 de la Ciudad Autónoma de Buenos Aires y, junto con Telecom Argentina, las “Partes” y cada una de ellas individualmente, una “Parte”.

CONSIDERANDO:

(a)Que la actividad principal de Telecom Argentina es la prestación, por cuenta propia o de terceros o asociada con terceros, de Servicios TIC (tal como se los define más abajo), sean servicios de telecomunicaciones fijos, móviles, alámbricos, inalámbricos, nacionales o internacionales, con o sin infraestructura propia, servicios de valor agregado (incluyendo acceso a internet) y servicios de transmisión de datos en el marco de las respectivas licencias, y su objeto social incluye la prestación de Servicios de Comunicación Audiovisual (tal como se define más abajo). Asimismo, Telecom Argentina también desarrolla actividad como sociedad inversora.

(b)Que la actividad principal de Cablevisión consiste también en la prestación de los Servicios TIC que se encuentran registrados en la Licencia única Argentina Digital de la que resulta titular conforme Resolución N° 1359/2016 , entre otros y principalmente, la explotación del Servicio de Televisión por Suscripción por vínculo físico y por vínculo radioeléctrico y el Servicio de Transmisión de Datos, como así también otros servicios de telecomunicaciones fijos, móviles, alámbricos e inalámbricos, nacionales e internacionales, dentro de los cuales se destacan también los Servicios de Valor Agregado (incluyendo acceso a internet), Telefonía y Trunking (este último se presta a través de su subsidiaria Nextel, en proceso de fusión por absorción con Cablevisión) y el Servicio de Comunicaciones Móviles Avanzadas a través de una red a desplegar por parte de ésta, incluyendo su objeto social la posibilidad de explotar Servicios de Comunicación Audiovisual. Asimismo, Cablevisión también desarrolla actividad como sociedad inversora.

(c)Que hoy en día se constata, tanto en el plano nacional como en el internacional, una tendencia a la convergencia tecnológica entre medios y telecomunicaciones de las distintas modalidades separadas o independientes de prestación de

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servicios de transmisión de voz, datos, sonido e imagen, tanto fijos como inalámbricos, en un único producto o series de productos a proveer a los usuarios como un todo (los “Productos de Convergencia”) para beneficio de los usuarios y consumidores de dichos múltiples servicios individuales.

(d)Que con fecha 1° de enero de 2018 se habrá cumplido el plazo dispuesto por los Decretos N° 267/15 y 1340/16 para el levantamiento de la restricción que aplica exclusivamente sobre los prestadores del Servicio Básico Telefónico cuya licencia ha sido concedida en los términos del Decreto Nº 62/90 y de los puntos 1 y 2 del artículo 5 del Decreto N° 264/98, así como los del Servicio de Telefonía Móvil con licencia otorgada conforme el pliego de bases y condiciones aprobado por Resolución del entonces Ministerio de Economía y Obras y Servicios Públicos Nº 575/93 y ratificado por Decreto Nº 1.461/93, entre éstos Telecom Argentina y Telecom Personal, para integrar en su oferta de servicios de telecomunicaciones, el Servicio de Televisión por Suscripción mediante vinculo físico y/o vínculo radioeléctrico.

(e)Que a fines de ofrecer Productos de Convergencia a sus respectivos clientes, las Partes han considerado que sus respectivas estructuras operativas y técnicas son altamente complementarias y podrían ser optimizadas mediante una consolidación estructural, logrando sinergias y eficiencias en el desarrollo de los Productos de Convergencia que demandará el mercado a medida que se levanten las restricciones regulatorias.

(f)Que las Partes consideran que dicha consolidación estructural podrá lograrse mediante la realización de un proceso de fusión en los términos de lo prescripto por la Ley General de Sociedades (la “LGS”).

(g)Que tanto Telecom Argentina como Cablevisión son sociedades admitidas al régimen de oferta pública en Argentina sujetas a un régimen exhaustivo de información con niveles de información anual, trimestral y urgente e inmediata en caso de producirse hechos relevantes que puedan afectar la cotización de sus títulos valores, de conformidad con las normas de la Comisión Nacional de Valores razón por la cual, cada una de las Partes dispone de información pública respecto de la otra que permite llevar adelante la preparación y confección de la documentación de la Fusión (tal como se define más adelante) en los mismos términos de transparencia que los existentes para los inversores en las sociedades involucradas; y

(h)Que luego de haber analizado los términos en que podría llevarse adelante dicha fusión, las Partes desean emprender el proceso societario y regulatorio correspondiente.

POR LO TANTO, las Partes acuerdan suscribir el presente COMPROMISO PREVIO DE FUSIÓN, ad referéndum de las respectivas aprobaciones asamblearias de Telecom Argentina y Cablevisión conforme a lo dispuesto por el art. 83 y

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siguientes de la LGS, las Normas de la Comisión Nacional de Valores y los demás términos y condiciones previstas en el presente.

Artículo Primero. DEFINICIONES.

Los siguientes términos utilizados con su primera letra en mayúscula tendrán el significado que se les asigna a continuación, salvo que su utilización en mayúscula obedezca exclusivamente a la regla gramatical que indica su uso en mayúscula al iniciar una oración o se trate de un nombre propio:

“Acción Clase A de CV”: significa cada una de las 96.006 acciones escriturales, ordinarias, Clase “A” de un voto por acción y diez mil Pesos de valor nominal cada una emitidas por Cablevisión representativas del 80,005% de su capital social, que no se encuentran listadas ni en ByMA ni en ninguna otra bolsa o mercado del país o del exterior.

“Acción Clase B de CV”: significa cada una de las 23.994 acciones escriturales, ordinarias, Clase “B” de un voto por acción y diez mil Pesos de valor nominal cada una emitidas por Cablevisión representativas del 19,995% de su capital social, que no se encuentran listadas ni en ByMA ni en ninguna otra bolsa o mercado del país o del exterior.

“Acción Clase A de Telecom Argentina”: significa cada una de las 502.034.299 acciones escriturales, ordinarias, Clase “A” de un voto por acción y un Peso de valor nominal cada una emitidas a la fecha por Telecom Argentina, con cotización originalmente autorizada en la Bolsa de Comercio de Buenos Aires, pero sin negociación efectiva en el mercado de valores hasta la fecha.

“Acción Clase B de Telecom Argentina”: significa cada una de las 482.111.931 acciones escriturales, ordinarias, Clase “B” de un voto por acción y un Peso de valor nominal cada una, emitidas a la fecha por Telecom Argentina que se encuentran listadas en ByMA y de las cuales 15.221.373 son acciones propias en cartera.

“Acción Clase D de Telecom Argentina”: significa cada una de las acciones escriturales, ordinarias, Clase “D”, de un voto por acción y un Peso de valor nominal, convertibles en Acciones Clase B, a ser emitidas por Telecom Argentina por efecto de la Fusión.

“Acuerdo de Asistencia Técnica”: significa el acuerdo de asistencia técnica suscripto entre Cablevisión y CVH con fecha mayo de 2017.

“Acuerdo Definitivo de Fusión”: significa el acuerdo definitivo de fusión a ser suscripto por Telecom Argentina y Cablevisión a efectos de implementar la presente Fusión, de conformidad con los términos de los artículos 82, 83 y subsiguientes de la LGS y las disposiciones del presente Compromiso.

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“Asamblea Ordinaria y Extraordinaria de Telecom Argentina”: significa una asamblea ordinaria y extraordinaria a ser convocada por Telecom Argentina para la aprobación del presente Compromiso Previo de Fusión.

“Asamblea Extraordinaria de Cablevisión”: significa una asamblea extraordinaria a ser convocada por Cablevisión para la aprobación de los términos del presente Compromiso Previo de Fusión a celebrarse en los términos del artículo 244 de la LGS.

“Autorización ENACOM”: significa una resolución dictada por el ENACOM autorizando: i) la Fusión y ii) la registración bajo la Licencia Única Argentina Digital de titularidad de Telecom Argentina de los registros, recursos, asignaciones, habilitaciones, frecuencias y autorizaciones de titularidad de Cablevisión y/o de las sociedades absorbidas por esta última.

“Aviso”: significa el aviso a ser publicado por Telecom Argentina y Cablevisión de conformidad con el artículo 83 de la LGS a efectos del ejercicio de los Derechos de Oposición de los respectivos acreedores de las mismas.

“ByMA”: significa Bolsas y Mercados Argentinos, el mercado de valores continuador, desde abril de 2017, de las operaciones de Mercado de Valores de Buenos Aires S.A.

“Compromiso” o “Compromiso Previo de Fusión”: significa el presente compromiso previo de fusión.

“CVH”: significa Cablevisión Holding S.A., la sociedad titular de 34.425 Acciones Clase A de CV y 6.782 Acciones Clase B de CV.

“Decreto 267/15”: significa el Decreto de Necesidad y Urgencia Nro. 267 dictado el 29 de diciembre de 2015.

“Decreto 1340/16”: significa el Decreto Nro. 1340 dictado el 30 de diciembre de 2016, modificatorio del Decreto 267/15.

“Derechos de Oposición”: significa los derechos previstos en el artículo 83 de la LGS para que dentro de los 15 días siguientes contados a partir del día siguiente a la última publicación del Aviso realizado por las sociedades intervinientes en la Fusión los acreedores de causa o título anterior de las sociedades puedan oponerse a la misma.

“EBITDA”: significa respecto de una persona y para el período en el que se realice la determinación, sus ventas menos costo de ventas, gastos de comercialización y administración, (excluyendo amortizaciones y depreciaciones), o lo que es lo mismo: la utilidad de la explotación antes de depreciaciones y amortizaciones, todo

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determinado de conformidad con Normas Internacionales de Información Financiera (“NIIF”) y tal como se refleje en los respectivos estados financieros para el período en cuestión, según sean de Cablevisión o Telecom Argentina, respectivamente.

“ENACOM”: significa el Ente Nacional de Comunicaciones en su carácter de autoridad de aplicación de la Ley Nro. 27.078 de Argentina Digital y Servicios de la Información y las Comunicaciones.

“Estados Financieros Consolidados Especiales de Fusión”: significa los estados financieros consolidados especiales de fusión de Telecom Argentina y Cablevisión al 31 de marzo de 2017 que se adjuntan como Anexo II y que fueran preparados sobre la base de los Estados Financieros Individuales Especiales de Fusión de cada una de dichas compañías.

“Estados Financieros Individuales Especiales de Fusión”: significa los estados financieros individuales especiales de fusión preparados para Telecom Argentina y Cablevisión al 31 de marzo de 2017 que se adjuntan como Anexos I-A y I-B del presente Compromiso.

“Fintech Media”: Significa Fintech Media LLC, la sociedad titular de 17.212 Acciones Clase B de CV.

“Nuevas Acciones”: significa la cantidad de 1.184.528.406 nuevas acciones ordinarias, escriturales, de un peso valor nominal y un voto por acción, que corresponde emitir por parte de Telecom Argentina por efecto de la Fusión para ser entregadas a los accionistas de Cablevisión, bajo la forma de Acciones Clase A de Telecom Argentina o Acciones Clase D de Telecom Argentina, según corresponda, de conformidad con la Relación de Cambio que se establece en el presente y los restantes términos del presente Compromiso Previo de Fusión.

“Obligaciones Negociables de Cablevisión”: significa las obligaciones negociables Clase A emitidas por Cablevisión por un valor nominal inicial de US$500.000.000 actualmente en circulación y con vencimiento el 15 de junio de 2021.

“Reorganización Societaria de Telecom”: significa la fusión por absorción de Nortel Inversora S.A., Sofora Telecomunicaciones S.A. y Telecom Personal S.A. por Telecom Argentina en su carácter de sociedad absorbente conforme se describe en el correspondiente prospecto de fusión de Telecom Argentina de fecha 11 de mayo de 2017 publicado en la Autopista de Información Financiera de la Comisión Nacional de Valores.

“Servicios de Comunicación Audiovisual”: significa los servicios de comunicación audiovisual regulados bajo la Ley Nro. 26.522, sus modificatorias y normas reglamentarias.

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“Servicios TIC”: significa los servicios de tecnologías de la información y las comunicaciones regulados bajo la Ley Nro. 27.078, sus modificatorias y normas reglamentarias.

“VLG”: significa VLG Argentina LLC, la sociedad titular de 61.581 Acciones Clase A de CV.

Artículo Segundo. Fusión.

Por el presente, las Partes acuerdan la fusión por absorción de Cablevisión, como Sociedad Absorbida, por parte de Telecom Argentina como Sociedad Absorbente, de conformidad y con sujeción a los términos de los arts. 82 y 83 de la LGS, y con el encuadramiento fiscal previsto en los artículos 77 y ss. de la ley 20.628 del Impuesto a las Ganancias y art. 105 del Decreto Nº1344/1998 reglamentario de la Ley de Impuesto a las Ganancias, y los términos del presente Compromiso Previo de Fusión, todo esto ad referéndum de la aprobación de sus respectivas asambleas de accionistas y sujeto a las aprobaciones regulatorias y demás condiciones que se detallan en el artículo Séptimo del presente y con efecto a la Fecha Efectiva de Fusión (tal como se define en dicho artículo Séptimo) (en adelante, la “Fusión”).

Artículo Tercero. Efectos Generales de la Fusión.

Como consecuencia de la Fusión acordada en el artículo Segundo y con efecto a la Fecha Efectiva de Fusión: (i) el patrimonio de la Sociedad Absorbida se transferirá íntegramente a la Sociedad Absorbente adquiriendo en consecuencia Telecom Argentina, la titularidad de todos los bienes, derechos, obligaciones y responsabilidades de cualquier naturaleza de titularidad de Cablevisión incluyendo (a) aquellos derechos y obligaciones que, por cualquier razón, no se hayan incorporado en el Estado Financiero Individual Especial de Fusión, entre los que deben computarse aquellos derechos, bienes u obligaciones surgidos o conocidos con posterioridad a la fecha de cierre de dicho Estado Financiero Individual Especial de Fusión como consecuencia de hechos o actividades anteriores a la fecha de cierre de los mismos; (b) aquellos derechos y obligaciones de la Sociedad Absorbida derivados de las relaciones con su respectivo personal, los cuales pasarán a depender directamente de Telecom Argentina, respetándose su antigüedad, beneficios y demás derechos adquiridos; y (c) las licencias, registros, recursos, asignaciones, habilitaciones y autorizaciones de titularidad de Cablevisión y/o de las sociedades absorbidas por esta última y/o permisos de cualquier tipo; (ii) Telecom Argentina será la sociedad continuadora de todas las actividades, operaciones, activos, pasivos, derechos y obligaciones de Cablevisión a la Fecha Efectiva de Fusión así como las que pudieren sobrevenir por actuaciones anteriores o posteriores a la misma; (iii) Cablevisión se disolverá anticipadamente sin liquidarse; (iv) Telecom Argentina aumentará su capital social y modificará sus estatutos de conformidad con los términos previstos en el Anexo IV del presente; y (v) los tenedores de acciones de Cablevisión serán considerados accionistas de

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Telecom Argentina a partir de la Fecha Efectiva de la Fusión, incluyendo el ejercicio de sus derechos económicos y políticos en la medida de la Relación de Cambio previstas en el presente Compromiso.

Artículo Cuarto. Reforma de Estatutos de Telecom Argentina. Nueva Estructura Accionaria.

De conformidad con los términos de la Fusión, Telecom Argentina modificará sus Estatutos en los términos previstos en el Anexo IV del presente. Asimismo, como consecuencia de la Fusión y tomando en cuenta la Relación de Cambio propuesta, Telecom Argentina deberá aumentar su capital social en la suma de Pesos 1.184.528.406. Consecuentemente, Telecom Argentina deberá emitir 1.184.528.406 acciones ordinarias, escriturales, de un peso valor nominal y un voto por acción (menos las que puedan corresponder por liquidación de fracciones en efectivo), de las cuales, y tomando en consideración las tenencias a la fecha del presente directas e indirectas de Fintech Media y CVH en Cablevisión:  (i) 473.836.040 serán Acciones Clase A de Telecom Argentina y (ii) 710.692.366 serán Acciones Clase D de Telecom Argentina; las que serán entregadas a los accionistas de Cablevisión de conformidad con la Relación de Cambio y demás términos del presente. Tanto las Acciones Clase A de Telecom Argentina como las Acciones Clase D de Telecom Argentina que se entreguen a los accionistas de Cablevisión serán libremente convertibles en acciones Clase B de Telecom Argentina y tendrán ciertos derechos de mayorías especiales para la aprobación de los temas que se detallan en el proyecto de Reforma de Estatutos de Telecom Argentina que se adjunta como Anexo IV. Estas modificaciones que se introduzcan a los Estatutos de Telecom Argentina tendrán efectividad a la Fecha Efectiva de Fusión.

Artículo Quinto. Relación de Cambio de Acciones.

1.             Relación de Cambio. Las Partes han acordado proponer a sus respectivas asambleas de accionistas la siguiente relación de cambio de acciones ordinarias de Cablevisión por acciones ordinarias de Telecom Argentina: 1 acción ordinaria de Cablevisión (ya sea una Acción Clase A de Cablevisión o una Acción Clase B de Cablevisión) por cada 9.871,07005 Nuevas Acciones de Telecom Argentina, según corresponda de conformidad con los términos del presente (la “Relación de Cambio”). A tal fin se ha tomado en cuenta para Telecom Argentina una cantidad de acciones en circulación de 969.159.605 acciones (excluyendo las 15.221.373 Acciones Clase B de Telecom Argentina recompradas y mantenidas en cartera por Telecom Argentina) y para Cablevisión la cantidad de 120.000 acciones en circulación. Las fracciones o decimales de acciones resultantes del canje a cada accionista serán abonadas en efectivo en la sede social de Telecom Argentina en el día y hora que oportunamente se indiquen para el canje de acciones. La liquidación de las fracciones se efectuará siguiendo el procedimiento establecido por la normativa aplicable.

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2.Mecanismo de Determinación de la Relación de Cambio. Valuaciones.

La Relación de Cambio propuesta ha sido determinada por las Partes sujeta a la aprobación de sus respectivas asambleas de accionistas, tomando en consideración, entre otros aspectos, los rangos de valor resultantes de la aplicación de los siguientes métodos de valuación a ambas sociedades: a) el valor actual neto de los flujos de fondos descontados de cada sociedad; b) los múltiplos de valuación de empresas comparables; y c) el valor de mercado de negociación de las Acciones Clase B de Telecom Argentina y de las acciones de Cablevisión, tomando para las acciones de Cablevisión su valor implícito de negociación incorporado en los valores de negociación en el mercado de las Acciones Clase B de Grupo Clarín S.A. (la antecesora de CVH) como sociedad controlante de Cablevisión. En el Anexo III del presente se expone el mecanismo de cálculo de la Relación de Cambio.

La Relación de Cambio fue considerada razonable (fair), desde el punto de vista financiero, a la fecha de la respectiva opinión y de acuerdo con sus términos, por dos valuadores profesionales no relacionados con ninguna de las sociedades involucradas. A esos efectos, Telecom Argentina contrató a JP Morgan Securities LLC y Cablevisión contrató a LionTree Advisors LLC, dos firmas de primer nivel internacional con experiencia comprobada en operaciones de fusión y también con alta especialización en la industria de Servicios TIC (los “Valuadores Independientes”), cada uno de los cuales emitió su respectivo Informe de Razonabilidad de la Relación de Cambio (“Fairness Opinion”) para su consideración por el Directorio de Telecom Argentina, en el caso de JP Morgan Securities LLC y por el Directorio de Cablevisión en el caso de LionTree Advisors LLC .

A efectos de emitir sus Informes de Razonabilidad de la Relación de Cambio, los Valuadores Independientes aplicaron respectivamente los métodos de valuación que cada uno de ellos generalmente aplica en procedimientos similares al presente, incluyendo, entre otros, los métodos mencionados en los puntos a) a c) del primer párrafo de este apartado.

3.             Atribución de Acciones por Relación de Cambio. De conformidad con la Relación de Cambio, las Partes han acordado proponer a sus accionistas que las Nuevas Acciones a emitir por Telecom Argentina sean atribuidas a los titulares de acciones ordinarias de Cablevisión conforme al siguiente detalle:

a.Fintech Media: conforme la Relación de Cambio a Fintech Media le corresponderían 169.900.857,70 acciones, por lo cual las Partes han propuesto que se le entreguen, 169.900.858 Nuevas

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Acciones Clase A de Telecom Argentina a cambio de 17.212 acciones Clase B emitidas por Cablevisión de su titularidad;

b.CVH: conforme la Relación de Cambio a CVH le corresponderían 406.757.183,55 acciones por lo cual las Partes han propuesto que se le entreguen, 406.757.183 Nuevas Acciones Clase D a cambio de 41.207 acciones ( 34.425 Acciones Clase A de CV y 6.782 Acciones Clase B de CV) emitidas por Cablevisión de su titularidad;

c.VLG: conforme la Relación de Cambio a VLG le corresponderían 607.870.364,75 acciones, por lo cual las Partes han propuesto que se le entreguen en total 607.870.364 Nuevas Acciones a cambio de 61.581 Acciones Clase A emitidas por Cablevisión de su titularidad. Dichas nuevas acciones ordinarias emitidas por Telecom Argentina serán entregadas a VLG en una proporción de Nuevas Acciones Clase A y de Nuevas Acciones Clase D equivalente a la proporción de las tenencias que Fintech Media y CVH mantengan en VLG a la Fecha Efectiva de Fusión.

4.             Ajustes de la Relación de Cambio. (a) Las Partes han acordado permitir que tanto Telecom Argentina como Cablevisión puedan distribuir dividendos en efectivo a sus respectivos accionistas con anterioridad a la Fecha Efectiva de Fusión, previéndose el ajuste de la Relación de Cambio en función de cualquier distribución o distribuciones de dividendos en efectivo realizadas a partir de la fecha del presente Compromiso Previo de Fusión y con anterioridad a la Fecha Efectiva de Fusión de conformidad con los siguientes términos: i) a los efectos del cálculo de los ajustes a la Relación de Cambio se tomarán como referencia los siguientes valores por acción proporcionales a la Relación de Cambio: US$ 5,1591 por cada acción en circulación para Telecom Argentina y US$ 50.925,93 por cada acción en circulación para Cablevisión; (ii) el antes mencionado valor de referencia por acción en dólares estadounidenses a ser tomado en cuenta para calcular los ajustes a la Relación de Cambio de la sociedad que haga efectivo el pago de dividendos será reducido en un monto igual al monto en dólares estadounidenses por acción correspondiente al dividendo que se haya pagado y se volverá a calcular la Relación de Cambio tomando en cuenta dicho menor valor de referencia por acción de la sociedad que haya pagado el dividendo. En caso que los dividendos sean pagados en Pesos, el valor en dólares de dicho dividendo será calculado tomando en cuenta el tipo de cambio mayorista de conformidad con la Comunicación A-3500 del Banco Central de la República Argentina que haya sido publicado para el cierre de operaciones de la fecha inmediatamente anterior a la fecha en la cual el dividendo correspondiente haya sido puesto a disposición en Argentina; (b) en caso que ocurriera cualquier hecho extraordinario que altere sustancialmente el curso de los negocios de una o ambas sociedades antes

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de la Fecha Efectiva de Fusión, las Partes tomarán nota de dicho hecho y sus efectos y acordarán los ajustes que puedan corresponder a la Relación de Cambio, (c) no se tomará como causal de ajuste de la Relación de Cambio cualquier distribución de dividendos anticipada o definitiva que puedan realizar Nortel Inversora S.A. o Sofora Telecomunicaciones S.A. antes de su fusión por absorción en Telecom Argentina ni aún en el caso que dichas distribuciones efectuadas por Nortel Inversora S.A. o Sofora Telecomunicaciones S.A. sean luego conformadas por Telecom Argentina, (d) no se tomará como causal de ajuste de la Relación de Cambio (i) el pago de la segunda cuota por un monto de hasta US$ 50.000.000 (dólares estadounidenses cincuenta millones) de los dividendos declarados por la asamblea anual ordinaria y extraordinaria de accionistas de Cablevisión de fecha 30 de marzo de 2017 los que  serán pagados con posterioridad a la fecha del presente; y (ii) un monto de hasta US$ 50.000.000 de dividendos que Telecom Argentina podrá declarar y pagar en cualquier momento antes de la Fecha Efectiva de la Fusión.

Artículo Sexto. Aumento de Capital de Telecom Argentina.

Por efecto de la Fusión y de conformidad con la Relación de Cambio propuesta, Telecom Argentina realizará un aumento de capital de Pesos un mil ciento ochenta y cuatro millones quinientos veintiocho mil cuatrocientos seis ($ 1.184.528.406) y emitirá en la Fecha Efectiva de Fusión un total de 1.184.528.406 Nuevas Acciones. Consecuentemente, el capital social de Telecom Argentina, luego de la Fecha Efectiva de Fusión, ascenderá a la suma de $2.168.909.384 o la que resulte de los ajustes a la Relación de Cambio que pudieran corresponder.

Artículo Séptimo. Fecha Efectiva de Fusión y condiciones precedentes.

La presente Fusión se acuerda con efecto a partir de la 0:00 horas del día en que los Presidentes de los Directorios de las Partes (en adelante, la “Fecha Efectiva de Fusión”), suscriban un acta de traspaso de las operaciones en la que se deje constancia de que: (i) Telecom Argentina ha acondicionado sus sistemas técnico-operativos para asumir las operaciones y actividades de Cablevisión; y (ii) que en esa Fecha Efectiva de Fusión se concreta el traspaso de las operaciones y actividades de la Sociedad Absorbida a Telecom Argentina por haberse cumplido todas las siguientes condiciones a las que está sujeta la Fusión:

1)Que se haya suscripto el Acuerdo Definitivo de Fusión; y

2)Que se haya obtenido la Autorización ENACOM.

A partir de la Fecha Efectiva de Fusión, Telecom Argentina continuará con las operaciones de la Sociedad Absorbida, generando los correspondientes efectos

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operativos, contables e impositivos. A esa fecha se considerarán incorporados al patrimonio de Telecom Argentina, en su calidad de Sociedad Absorbente y continuadora, todos los activos y pasivos incluidos bienes registrables, derechos y obligaciones pertenecientes a Cablevisión como Sociedad Absorbida.

Artículo Octavo. Motivos y Finalidades de la Fusión.

De conformidad con lo dispuesto en el inciso 1, punto a), del artículo 83 de la LGS, las Partes manifiestan que la Fusión acordada en el presente Compromiso se realiza a fin de posibilitar que las mismas puedan ofrecer en forma eficiente, y con la mayor celeridad que sea posible, Productos de Convergencia de conformidad con las normas aplicables.

Artículo Noveno. Documentación Contable. Estados Financieros Individuales Especiales de Fusión y Estados Financieros Consolidados Especiales de Fusión. Declaraciones de las Partes.

(a)Los siguientes documentos forman parte del presente Compromiso: (i) los Estados Financieros Individuales Especiales de Fusión de Telecom Argentina y Cablevisión al 31 de marzo de 2017, que se adjuntan como Anexos I (A) y I (B) al presente Compromiso, respectivamente; (ii) los Estados Financieros Consolidados Especiales de Fusión al 31 de marzo de 2017, que se adjuntan como Anexo II al presente; (iii) el mecanismo de cálculo de las Relaciones de Cambio adjunto como Anexo III; (iv) Proyecto de Reforma de Estatutos de Telecom Argentina adjunto como Anexo IV; y (v) Listado de Transacciones con Partes Relacionadas de Cablevisión (Anexo V). La documentación contable mencionada en los Anexos I (A) y I (B) y II fue confeccionada por los administradores de las Partes sobre bases y criterios de valuación homogéneos, firmados por sus respectivos representantes legales, con informe de las respectivas Comisiones Fiscalizadoras y certificados por contador público matriculado. En particular los Estados Financieros Individuales Especiales de Fusión de Telecom Argentina y Cablevisión al 31 de marzo de 2017 cuentan con dictámenes de los Auditores Externos Independientes, conforme las normas de auditoría vigentes. Los Estados Financieros Consolidados Especiales de Fusión al 31 de marzo de 2017 cuentan con informe de los Auditores Externos Independientes, en cumplimiento de lo requerido por la Comisión Nacional de Valores. Todos los Anexos serán puestos a disposición de los accionistas y, oportunamente, los estados financieros se transcribirán en los libros sociales respectivos.

(b)Cablevisión realiza las siguientes declaraciones a Telecom Argentina a la fecha de firma del presente Compromiso Previo de Fusión:

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a.El capital social de Cablevisión es de Pesos 1.200.000.000 y está representado en 96.006 acciones Clase A de valor nominal diez mil pesos y un voto por acción y 23.994 acciones Clase B de valor nominal diez mil pesos y un voto por acción. Todas las acciones que representan su capital se encuentran totalmente suscriptas e integradas y no están sujetas a ningún derecho real de garantía; no existen aportes irrevocables a cuenta de futuras suscripciones de acciones pendientes de capitalización ni tampoco existen opciones, warrants, títulos convertibles o canjeables por acciones ni ningún derecho de terceros a reclamar la emisión de nuevas acciones de ninguna clase de Cablevisión;

b.Cablevisión es una sociedad anónima regularmente constituida e inscripta ante la Inspección General de Justicia y tiene capacidad para suscribir el presente Compromiso Previo de Fusión y llevar adelante la Fusión en los términos previstos en el presente Compromiso Previo de Fusión; la suscripción del presente Compromiso Previo de Fusión ha sido aprobada por el Directorio de Cablevisión en su reunión de fecha 30 de junio de 2017;

c.los Estados Financieros Individuales Especiales de Fusión de Cablevisión al 31 de marzo de 2017 reflejan razonablemente la situación económica financiera de Cablevisión y han sido auditados por Price Waterhouse & Co. Desde la fecha de esos estados financieros, no han ocurrido hechos que pudieran causar un cambio adverso significativo en la situación económico financiera de Cablevisión o en el resultado de sus operaciones; no existen pasivos significativos que debieran haber sido reflejados en dichos estados financieros y que no hayan sido así reflejados o que no estén debidamente previsionados de conformidad con las normas contables aplicables;

d.la información de carácter público presentada por Cablevisión ante la Comisión Nacional de Valores y disponible en el sitio de internet de esa Comisión no presenta ninguna manifestación falsa respecto de cualquier hecho significativo ni omite informar cualquier hecho significativo necesario para que dicha información, a la luz de las circunstancias en las cuales fue presentada, no sea engañosa;

e.excepto por las transacciones que se describen en los estados financieros trimestrales de Cablevisión al 31 de marzo de 2017 y en el Anexo V del presente, no existen otros contratos con partes relacionadas que puedan ser transferidos a Telecom Argentina por efecto de la Fusión.

f.ha recibido una Fairness Opinion de parte de LionTree Advisors LLC que considera que la Relación de Cambio es razonable (fair).

(c)Telecom Argentina realiza las siguientes declaraciones a Cablevisión a la fecha de firma del presente Compromiso Previo de Fusión:

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a.El capital social de Telecom Argentina es de $ 984.380.978 y está representado por 502.034.299 Acciones Clase A de valor nominal un peso y un voto por acción; 482.111.931 Acciones Clase B de valor nominal un peso y un voto por acción; y 234.748 Acciones Clase C de valor nominal un peso y un voto por acción. Del total de acciones representativas del capital social, 15.221.373 Acciones Clase B han sido recompradas por Telecom Argentina y se mantienen en cartera, con lo cual las acciones en circulación sobre la base de las cuales se ha realizado el cálculo de la Relación de Cambio ascienden a 969.159.605. Todas las acciones que representan su capital se encuentran totalmente suscriptas e integradas y no están sujetas a ningún derecho real de garantía; no existen aportes irrevocables a cuenta de futuras suscripciones de acciones pendientes de capitalización ni tampoco existen opciones, warrants, títulos convertibles o canjeables por acciones ni ningún derecho de terceros a reclamar la emisión de nuevas acciones de ninguna clase de Telecom Argentina;

b.Telecom Argentina es una sociedad anónima regularmente constituida e inscripta ante la Inspección General de Justicia y tiene capacidad para suscribir el presente Compromiso Previo de Fusión y llevar adelante la Fusión en los términos previstos en el presente Compromiso Previo de Fusión; la suscripción del presente Compromiso Previo de Fusión ha sido aprobada por el Directorio de Telecom Argentina en su reunión de fecha 30 de junio de 2017;

c.los Estados Financieros Individuales Especiales de Fusión de Telecom Argentina al 31 de marzo de 2017 reflejan razonablemente la situación económica financiera de Telecom Argentina y han sido auditados por Price Waterhouse & Co. Desde la fecha de esos estados financieros, no han ocurrido hechos que pudieran causar un cambio adverso significativo en la situación económico financiera de Telecom Argentina o en el resultado de sus operaciones; no existen pasivos significativos que debieran haber sido reflejados en dichos estados financieros y que no hayan sido así reflejados o que no estén debidamente previsionados de conformidad con las normas contables aplicables;

d.la información de carácter público presentada por Telecom Argentina ante la Comisión Nacional de Valores y disponible en el sitio de internet de esa Comisión no presenta ninguna manifestación falsa respecto de cualquier hecho significativo ni omite informar cualquier hecho significativo necesario para que dicha información, a la luz de las circunstancias en las cuales fue presentada, no sea engañosa;

e.excepto por las transacciones que se describen en los estados financieros trimestrales cerrados al 31 de marzo de 2017 no existen otros contratos con partes relacionadas de Telecom Argentina.

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f.ha recibido una Fairness Opinion de parte de JP Morgan Securities LLC que considera que la Relación de Cambio es razonable (fair).

Artículo Décimo. Reforma de Estatuto.

Con motivo de la Fusión, Telecom Argentina adecuará y modificará sus estatutos de conformidad con el proyecto que se adjunta al presente como Anexo IV. Dicha modificación será considerada por los accionistas de Telecom Argentina como un punto especial del orden del día de la Asamblea Extraordinaria a ser convocada para la consideración del presente Compromiso y será efectiva solo a partir de la Fecha Efectiva de Fusión.

Artículo Undécimo. Derechos de Oposición. Acuerdo Definitivo de Fusión.

Una vez aprobado el presente Compromiso y demás documentación de la Fusión por las respectivas asambleas de accionistas de ambas Partes, publicado el Aviso y vencidos los plazos correspondientes a los Derechos de Oposición de los acreedores, se instrumentará por escritura pública el correspondiente Acuerdo Definitivo de Fusión. De conformidad con el Decreto 267/15, el Acuerdo Definitivo de Fusión podrá suscribirse ad referéndum de las autorizaciones del ENACOM que puedan corresponder. Asimismo, en esa escritura pública se consignarán los datos identificatorios de los inmuebles, rodados y demás bienes registrables que sea necesario identificar, como consecuencia de la Fusión, se incorporarán a la Sociedad Absorbente por efecto de la Fusión.

Artículo Decimosegundo. Autorizaciones Societarias. Rescisión.

Las Partes declaran que los términos del presente Compromiso, así como la totalidad de la documentación anexa al presente han sido aprobados por una resolución del Directorio de cada una de ellas.

Cablevisión acuerda convocar a su respectiva Asamblea Extraordinaria de Accionistas y Telecom Argentina acuerda convocar a su respectiva Asamblea Ordinaria y Extraordinaria de Accionistas dentro de los términos legales aplicables, a ser celebradas el mismo día, a fin de considerar la Fusión y toda la documentación relacionada de conformidad con las normas aplicables.

Las Partes podrán ofrecer y aceptar modificaciones a los términos del Compromiso Previo de Fusión hasta que se obtenga la correspondiente autorización asamblearia. En caso que, a pesar de las modificaciones propuestas no se obtuviera la aprobación de alguna de las asambleas dentro de los 6 (seis) meses siguientes a la fecha del presente, cualquiera de las Partes podrá dejar sin efecto el presente Compromiso Previo de Fusión. También podrá demandarse la rescisión del acuerdo de conformidad con el artículo 87 de la LGS.

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Artículo Decimotercero. Administración de los Negocios y Garantías para el Cumplimiento de una Gestión Normal.

1.Limitaciones en los Negocios. Las Partes acuerdan continuar con el giro ordinario de sus negocios y el curso regular de sus operaciones y no involucrarse en operaciones o actividades extraordinarias que pudieran afectar la valuación de las sociedades o la Relación de Cambio preestablecida, previéndose que las sociedades podrán: (i) distribuir dividendos en efectivo, ya sea en carácter de dividendos definitivos o anticipados con anterioridad a la Fecha Efectiva de Fusión, (ii) emitir obligaciones negociables con o sin oferta pública y tomar endeudamiento bancario en los mercados financieros locales o internacionales  siempre que el nivel total de endeudamiento financiero neto de la sociedad que se endeude no supere tres (3) veces el nivel de EBITDA de la sociedad del período de doces meses más reciente a la fecha de la determinación.

2.A partir de la Fecha Efectiva de Fusión la administración y representación de Cablevisión quedará a cargo de los administradores y representantes de Telecom Argentina en los términos del artículo 84 de la LGS y del estatuto social de Telecom Argentina. Las Partes acordarán qué funcionarios llevarán a cabo todos los actos y firmarán los documentos que eventualmente resulte necesario que realicen o suscriban en nombre de la Sociedad Absorbida.

3.Garantías. Las Partes acuerdan las siguientes garantías para el cumplimiento de una actividad normal en su gestión hasta la Fecha Efectiva de Fusión:

a.Comité de Supervisión. Las Partes acuerdan conformar un Comité de Supervisión integrado por ocho (8) miembros, cuatro (4) designados por Telecom Argentina y cuatro (4) designados por Cablevisión, que tendrán a su cargo la supervisión de las actividades de las sociedades a fin de garantizar el cumplimiento del giro ordinario de los negocios y el curso regular de las operaciones de cada sociedad, así como el cumplimiento de las condiciones de contratación con sus respectivas partes relacionadas. Los miembros de dicho comité deberán guardar confidencialidad de cualquier información a la que tengan acceso de cualquiera de las sociedades y solo deberán comunicar a los respectivos directorios de las sociedades aquellas situaciones que detecten que pudieran afectar el giro ordinario de los negocios y el curso regular de las operaciones o la Relación de Cambio. Asimismo, los miembros de dicho Comité podrán recabar la información que sea necesaria para confeccionar

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el formulario F-1 a presentar ante la Comisión Nacional de Defensa de la Competencia de conformidad con las normas aplicables.

Transacciones con Partes Relacionadas. Las Partes se comprometen a que cualquier transacción que realicen o contraten realizar con sus respectivas partes relacionadas será realizada en función de dos parámetros: (i) la conveniencia de dicha transacción para la respectiva sociedad y, (ii) que sus términos sean “de mercado”. A fines de determinar si una transacción es o no “de mercado”, se deberá considerar: (1) si los términos son al menos igual de favorables para la sociedad que para el resto de las contrapartes no relacionadas de la Parte relacionada en la misma materia; (2) si los términos son al menos igual de favorables para la sociedad que los términos ofrecidos por cualquier otro prestador equivalente o razonablemente comparable con la Parte relacionada en cuestión; (3) los parámetros “de mercado” existentes, si los hubiera, publicados por cámaras empresariales o publicaciones especializadas; y (4) la determinación que realice un experto independiente designado por los representantes de la sociedad, en caso que lo crean necesario.

Artículo Decimocuarto. Autorizaciones Regulatorias. Conformidades Administrativas y de Bolsas y Mercados de Valores.

Las Partes acuerdan realizar tan pronto como sea posible y siempre dentro de los términos legales, todas las presentaciones que sean necesarias ante entidades regulatorias, administrativas y bolsas y mercados de valores del país y del exterior a fin de llevar adelante y perfeccionar la Fusión, incluyendo la Comisión Nacional de Valores, la Bolsa de Comercio de Buenos Aires, el BYMA, el ENACOM, la Securities and Exchange Commission de los Estados Unidos de América, la New York Stock Exchange, Comisión Nacional de Defensa de la Competencia y cualquier otra entidad gubernamental o de otro tipo que sea necesaria.

Artículo Decimoquinto. Compromisos Adicionales.

a.Acuerdo de Asistencia Técnica. Cablevisión se compromete a rescindir el Acuerdo de Asistencia Técnica antes de la Fecha Efectiva de Fusión en términos tales que a la Fecha Efectiva de Fusión no existan obligaciones pendientes de pago ni responsabilidades o consecuencias adversas para Cablevisión que puedan trasladarse a Telecom Argentina por efecto de la Fusión.

b.Restricciones a la Distribución de Dividendos. (a) Cablevisión se compromete a convocar, tan pronto como sea posible después de celebradas las Asambleas Extraordinarias de Telecom Argentina y de Cablevisión, a una asamblea de tenedores de Obligaciones Negociables de

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Cablevisión para someter a consideración de los mismos la modificación de las restricciones contractuales previstas en los términos y condiciones de emisión de sus obligaciones negociables a efectos que, de ser aprobada la modificación, dichas restricciones: (i) no se trasladen a Telecom Argentina respecto de la distribución de la totalidad de las ganancias realizadas y líquidas de Telecom Argentina generadas o existentes antes de la Fecha de la Fusión, y (ii) luego de la Fecha Efectiva de la Fusión, solo se apliquen a Telecom Argentina en los mismos términos existentes en las obligaciones financieras de Telecom Argentina; (b) Cablevisión se compromete a no incurrir en ninguna restricción contractual adicional a las existentes a la distribución de dividendos que pudiera transferirse a Telecom Argentina por efecto de la Fusión.

c.Aspectos Regulatorios. Teniendo en cuenta la restricción temporal dispuesta para Telecom Argentina para prestar el Servicio de Televisión por Suscripción por Vínculo Físico y/o Radioeléctrico, la Fecha Efectiva de Fusión se supedita entre otras condiciones a la obtención de la Autorización de ENACOM que es la Autoridad de Aplicación que debe velar por el cumplimiento de lo dispuesto por el Decreto N° 267/2015 y 1340/2016 y las Partes se obligan a realizar sus mejores esfuerzos para obtener dicha autorización.

Artículo Decimosexto. Ley Aplicable y Jurisdicción.

El presente Compromiso Previo de Fusión se rige por la legislación argentina. Las disputas que pudieran suscitarse como consecuencia de la aplicación o cumplimiento del presente será sometido a la jurisdicción de los Tribunales Ordinarios en lo Comercial de la Ciudad de Buenos Aires con renuncia expresa a todo otro fuero o jurisdicción.

En prueba de conformidad se firman seis (6) ejemplares de un mismo y único tenor, uno para cada una de las Partes y los cuatro (4) restantes para su presentación ante la Comisión Nacional de Valores, la Bolsa de Comercio de Buenos Aires, la Comisión Nacional de Defensa de la Competencia y el ENACOM, respectivamente.

Por Telecom Argentina S.A.

/s/ Mariano M. Ibáñez

Mariano M. Ibáñez - Presidente

Por Cablevisión S.A.

/s/ Alejandro A. Urricelqui

Alejandro A. Urricelqui - Presidente

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ANEXOS AL COMPROMISO PREVIO DE FUSIÓN:

Anexos I (A) y I (B): Estados Financieros Individuales Especiales de Fusión de Telecom Argentina y Cablevisión al 31 de marzo de 2017.

Anexo II: Estados Financieros Consolidados Especiales de Fusión al 31 de marzo de 2017.

Anexo III: Mecanismo de cálculo de la Relación de Cambio.

Anexo IV: Proyecto de reforma de los Estatutos de Telecom Argentina.

Anexo V: Transacciones con Partes Relacionadas de Cablevisión.

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Anexos I (A)

Estados Financieros Individuales Especiales de Fusión de Telecom Argentina

al 31 de marzo de 2017

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Anexos I (B)

Estados Financieros Individuales Especiales de Fusión de Cablevisión

al 31 de marzo de 2017

21

Anexo II:

Estados Financieros Consolidados Especiales de Fusión al 31 de marzo de 2017.

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Anexo III:

Mecanismo de cálculo de la Relación de Cambio.

Acciones de Telecon Argentina S.A.	969.159.605
Participación T. Argentina en el combinado	45	%
Nueva cantidad de acciones total	2.153.688.011
Acciones a entregar a Cablevision S.A.	1.184.528.406
Acciones de Cablevisión	120.000
Relacion de cambio: acciones de Telecom Argentina por cada acción de Cablevision	9.871,07005
Valor de Referencia de Telecom Argentina S.A. (USD)	5.000.000.000
Cantidad de Acciones de Telecom Argentina S.A.	969.159.605
Valor de referencia por acción de Telecom (2)	5,16
Valor de Referencia de Cablevisión S.A. (USD)	6.111.111.111
Cantidad de acciones de Cablevisión S.A.	120.000
Valor de referencia por acción de Cablevisión S.A. (2)	50.925,93

(1) No incluye 15.221.373 de acciones propias en cartera

(2) Determinado al solo efecto de ajustar la relación de cambio

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Anexo IV:

Proyecto de reforma de los Estatutos de Telecom Argentina

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Anexo IV

PROYECTO DE REFORMA DEL ESTATUTO SOCIAL

DE TELECOM ARGENTINA S.A.

A continuación se describen las modificaciones propuestas al Estatuto de Telecom Argentina que serán puestas a consideración de la Asamblea General Ordinaria y Extraordinaria de Accionistas de Telecom Argentina a celebrarse el 31 de agosto de 2017.  La exposición se realiza a dos columnas para resaltar las modificaciones propuestas respecto del texto actual del Estatuto.

El Proyecto de Reforma que se expone a continuación está sujeto a la aprobación de la Asamblea General Ordinaria y Extraordinaria de Accionistas de Telecom Argentina a celebrarse el 31 de agosto de 2017 y a la revisión y la conformidad administrativa de la Comisión Nacional de Valores la cual no se ha expedido hasta el momento y de cualquier otro organismo regulatorio que deba expedirse al respecto.

TEXTO ACTUAL DEL ESTATUTO	PROYECTO DE MODIFICACIÓN
Artículo Primero: Con la denominación de “TELECOM ARGENTINA S.A.” continúa funcionando la sociedad constituída bajo el nombre de “Sociedad Licenciataria Norte Sociedad Anónima”, que posteriormente cambió su denominación social por “Telecom Argentina Stet-France Telecom S.A.”, y tiene su domicilio legal en la Ciudad de Buenos Aires.	Artículo Primero: Con la denominación de “TELECOM ARGENTINA S.A.” continúa funcionando la sociedad constituída bajo el nombre de “Sociedad Licenciataria Norte Sociedad Anónima”, que posteriormente cambió su denominación social por “Telecom Argentina Stet-France Telecom S.A.”, y tiene su domicilio legal en la Ciudad de Buenos Aires.
De conformidad con lo resuelto por la Asamblea Ordinaria y Extraordinaria de Accionistas celebrada el 30 de abril de 2003, es una “Sociedad No Adherida al Régimen Estatutario Optativo de Oferta Pública de Adquisición Obligatoria”.	El domicilio de la sociedad no podrá ser trasladado fuera de la República Argentina sin la autorización previa de la autoridad competente o de la autoridad que en el futuro la reemplace.
El domicilio de la sociedad no podrá ser trasladado fuera de la República Argentina sin la autorización previa de la autoridad competente o de la autoridad que en el futuro la reemplace.

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Artículo Cuarto: En nota a los Estados Contables de la Sociedad figura la evolución del capital conforme resulta de los aumentos inscriptos en el Registro Público de Comercio. En dicha nota se informa la evolución del capital correspondiente a los tres (3) últimos ejercicios sociales, su integración, y el monto del capital autorizado a la oferta pública.	Artículo Cuarto: En nota a los Estados Contables de la Sociedad figura la evolución del capital conforme resulta de los aumentos inscriptos en el Registro Público de Comercio. En dicha nota se informa la evolución del capital correspondiente a los tres (3) últimos ejercicios sociales, su integración, y el monto del capital autorizado a la oferta pública.
El capital social está representado por acciones Clases “A”; “B” y “C”, todas ellas ordinarias, escriturales, de UN PESO valor nominal cada una y un voto por acción.	El capital social está representado por acciones Clases “A”; “B”, “C” y “D”, todas ellas ordinarias, escriturales, de UN PESO valor nominal cada una y un voto por acción.
	Mientras la Clase “A” represente al menos el 15% del capital social ordinario de la Sociedad, se requerirá la aprobación de una asamblea especial de la Clase “A” para tomar cualquier resolución asamblearia respecto de una Cuestión de Mayoría Especial listada en el artículo Décimo del presente estatuto, previéndose que para que sea necesaria la aprobación previa de una asamblea especial de la Clase “A” respecto de la Cuestión de Mayoría Especial listada en el inciso (xxiii) del artículo Décimo (aprobación del Plan de Negocios y Presupuesto Anual), la Clase “A” deberá representar al menos el 20% del capital social ordinario de la Sociedad. Asimismo, mientras la Clase “D” represente al menos el 15% del capital social ordinario de la Sociedad, se requerirá la aprobación de una asamblea especial de la Clase “D” para tomar cualquier resolución asamblearia respecto de una Cuestión de Mayoría Especial listada en el artículo Décimo del presente estatuto, previéndose que para que sea necesaria la aprobación previa de una asamblea especial de la Clase “D” respecto de la Cuestión de Mayoría Especial listada en el inciso (xxiii) del artículo Décimo (aprobación del Plan de Negocios y Presupuesto Anual), la Clase “D” deberá representar al menos el 20% del capital social ordinario de la Sociedad. Dichas asambleas especiales se regirán por el artículo 250 de la Ley 19.550.
Las acciones ordinarias Clase “A”; Clase “B” y Clase “C” podrán convertirse en acciones ordinarias de otra Clase con iguales derechos políticos y patrimoniales, a razón de una por una, en cualquier momento, a pedido del titular de la o las acciones ordinarias que desea su conversión en otra clase, mediante comunicación dirigida al Directorio. A estos efectos, regirá el siguiente procedimiento: (i) el accionista titular dirigirá al Directorio una nota en la cual conste en el caso de personas físicas, su nombre y apellido, documento de identidad, domicilio real y constituido y, en el caso de personas jurídicas, su razón social completa, domicilio social y constituido, y en ambos casos, de corresponder, su clave única de identificación tributaria, y la cantidad de acciones ordinarias de Clase “A”, Clase “B” o Clase “C”, según sea el caso, de su propiedad a ese momento, la cantidad de acciones que quiere convertir y el saldo de acciones ordinarias de esa Clase que tendría al final de la operación de conversión.	Las acciones ordinarias Clase “A”, “C” y “D” podrán convertirse en acciones ordinarias Clase “B” con iguales derechos políticos y patrimoniales, a razón de una por una, en cualquier momento, a pedido del titular de la o las acciones ordinarias que desea su conversión en otra clase, mediante comunicación dirigida al Directorio. A estos efectos, regirá el siguiente procedimiento: (i) el accionista titular dirigirá al Directorio una nota en la cual conste en el caso de personas físicas, su nombre y apellido, documento de identidad, domicilio real y constituido y, en el caso de personas jurídicas, su razón social completa, domicilio social y constituido, y en ambos casos, de corresponder, su clave única de identificación tributaria, y la cantidad de acciones ordinarias de la Clase de su propiedad a ese momento, la cantidad de acciones que quiere convertir y el saldo de acciones ordinarias de esa Clase que tendría al final de la operación de conversión.

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La solicitud será firmada por el accionista titular o su representante autorizado con certificación notarial o bancaria. Tal solicitud revestirá el carácter de una instrucción irrevocable para que el Directorio siga el procedimiento establecido en este Artículo Cuarto hasta el canje de las acciones, que será definitivo; (ii) dicha solicitud quedará pendiente si es presentada una vez que se haya publicado una convocatoria a asamblea de accionistas de la Sociedad, supuesto en el cual se la considerará con posterioridad a dicha asamblea; (iii) el Directorio en la primera reunión que celebre después de recibida la solicitud de conversión, resolverá la misma y comunicará la nueva composición del capital social a la autoridad de contralor pertinente; (iv) el Directorio procederá de inmediato a requerir el bloqueo de las acciones a Caja de Valores S.A. que tiene a su cargo el Registro de Acciones y comunicará la conversión a la Comisión Nacional de Valores (“CNV”) y a la Bolsa de Comercio de Buenos Aires (“BCBA”) para que otorguen la autorización de transferencia de oferta pública y de listado, respectivamente; y (v) Obtenidas las autorizaciones, Caja de Valores S.A. procederá a registrar la conversión de las acciones en el Registro a su cargo.	La solicitud será firmada por el accionista titular o su representante autorizado con certificación notarial o bancaria. Tal solicitud revestirá el carácter de una instrucción irrevocable para que el Directorio siga el procedimiento establecido en este Artículo Cuarto hasta el canje de las acciones, que será definitivo; (ii) dicha solicitud quedará pendiente si es presentada una vez que se haya publicado una convocatoria a asamblea de accionistas de la Sociedad, supuesto en el cual se la considerará con posterioridad a dicha asamblea; (iii) el Directorio en la primera reunión que celebre después de recibida la solicitud de conversión, resolverá la misma y comunicará la nueva composición del capital social a la autoridad de contralor pertinente; (iv) el Directorio procederá de inmediato a requerir el bloqueo de las acciones a Caja de Valores S.A. que tiene a su cargo el Registro de Acciones y comunicará la conversión a la Comisión Nacional de Valores (“CNV”) y a la Bolsa de Comercio de Buenos Aires (“BCBA”) para que otorguen la autorización de transferencia de oferta pública y de listado, respectivamente; y (v) Obtenidas las autorizaciones, Caja de Valores S.A. procederá a registrar la conversión de las acciones en el Registro a su cargo. (ESTA COMPARACIÓN SE EFECTUA RESPECTO DEL TEXTO DEL ARTÍCULO CUARTO DEL ESTATUTO MODIFICADO POR LA ASAMBLEA GRAL. ORDINARIA Y EXTRAORDINARIA DEL 23/05/2017 QUE SE ENCUENTRA EN TRAMITE DE INSCRIPCIÓN REGISTRAL).
Artículo Quinto: Las acciones ordinarias que en el futuro se emitan serán acciones escriturales Clases “A”, “B” y “C”, de iguales características a las ya establecidas y de acuerdo con las leyes y reglamentaciones vigentes. En toda emisión de acciones ordinarias se respetará la proporción entre las acciones Clases “A”, “B” y “C” existente al momento en que se celebre la Asamblea que así lo disponga, salvo que la misma Asamblea resuelva proceder de acuerdo con el segundo párrafo del artículo 194 de la Ley 19.550. La Asamblea también podrá decidir la emisión de acciones preferidas escriturales. Las acciones preferidas tendrán derecho a un dividendo de pago preferente, de carácter acumulativo o no, conforme a las condiciones de su emisión, y podrá también fijárseles una participación adicional en las ganancias y/o establecerse la posibilidad de su rescate anticipado a opción de la sociedad y en las condiciones que se establezcan en su emisión.	Artículo Quinto: Las acciones ordinarias que en el futuro se emitan serán acciones escriturales Clases “A”, “B”, “C” o “D”, de iguales características a las ya establecidas y de acuerdo con las leyes y reglamentaciones vigentes. En toda emisión de acciones ordinarias se respetará la proporción entre las acciones Clases “A”, “B”, “C” y “D” existente al momento en que se celebre la Asamblea que así lo disponga, salvo que la misma Asamblea resuelva proceder de acuerdo con el segundo párrafo del artículo 194 de la Ley 19.550. La Asamblea también podrá decidir la emisión de acciones preferidas escriturales. Las acciones preferidas podrán tener derecho a un dividendo de pago preferente, de carácter acumulativo o no, conforme a las condiciones de su emisión, y podrá también fijárseles una participación adicional en las ganancias y/o establecerse la posibilidad de su rescate anticipado a opción de la sociedad y en las condiciones que se establezcan en su emisión.
La Asamblea Extraordinaria podrá decidir la emisión de bonos de goce de conformidad con el artículo 228 de la Ley 19.550 y las previsiones del presente estatuto los que tendrán los derechos que se les asigne en el presente y en sus términos y condiciones de emisión. La Asamblea Extraordinaria también podrá decidir la amortización total o parcial de acciones integradas de conformidad con el artículo 223 de la Ley 19.550 y, en caso de amortización total de acciones, se emitirán bonos de goce a favor de los titulares de acciones totalmente amortizadas en cumplimiento con lo dispuesto en el artículo 228 de la Ley 19.550 y las disposiciones del presente estatuto. En caso que la amortización de acciones se haga con el consentimiento del	La Asamblea Extraordinaria podrá decidir la emisión de bonos de goce de conformidad con el artículo 228 de la Ley 19.550 y las previsiones del presente estatuto los que tendrán los derechos que se les asigne en el presente y en sus términos y condiciones de emisión. La Asamblea Extraordinaria también podrá decidir la amortización total o parcial de acciones integradas de conformidad con el artículo 223 de la Ley 19.550 y, en caso de amortización total de acciones, se emitirán bonos de goce a favor de los titulares de acciones totalmente amortizadas en cumplimiento con lo dispuesto en el artículo 228 de la Ley 19.550 y las disposiciones del presente estatuto. En caso que la amortización de acciones se haga con el

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titular de las acciones que se amortizan no será necesario realizarla por sorteo o en forma proporcional entre todos los accionistas, siempre que se respete el principio de tratamiento igualitario de todos los accionistas. Asimismo, en caso que la Asamblea Extraordinaria decida la creación de una reserva indisponible con ganancias realizadas y líquidas por un monto igual al valor nominal de las acciones que se cancelan, la Asamblea Extraordinaria podrá decidir que no es necesaria una reducción de capital y que las acciones no canceladas aumenten su valor nominal a efectos de representar por sí mismas el total del capital social. La Asamblea Extraordinaria fijará los términos y condiciones de emisión de los bonos de goce que decida emitir, pudiendo fijarles un monto máximo de dividendos a cobrar durante su plazo de duración, el plazo de duración de dichos bonos de goce y los términos y condiciones de pago de dichos dividendos, incluyendo la moneda de pago de los mismos y las protecciones que pueda fijar la asamblea para el cobro de dichos dividendos en la moneda establecida, pudiendo ser un dividendo fijo o variable, un dividendo eventual o contingente a la producción de cualquier evento que determine la asamblea, o cualquier combinación de esos elementos, con o sin preferencia o prelación respecto del derecho a dividendos a cobrar por una o más clases de acciones de la Sociedad. Los bonos de goce se podrán emitir en forma cartular o escritural y serán nominativos no endosables. La Sociedad llevará el registro de la titularidad de dichos bonos de goce y de los pagos de dividendos efectuados a dichos bonos de goce. Los bonos de goce podrán ser rescatables, total o parcialmente, exclusivamente a opción de la Sociedad y en los términos y condiciones que fije al efecto la Asamblea Extraordinaria. La Asamblea Extraordinaria también fijará el derecho que pueda corresponder a cada clase de bonos de goce en el producido de la liquidación de la Sociedad, pudiendo tener preferencia o prelación respecto de una o más clases de acciones de la Sociedad en la participación en dicho producido una vez que sea reembolsado el valor nominal de dicha clase o clases de acciones. Una vez cobrado el dividendo al que los bonos de goce tengan derecho no otorgarán derecho a participar en ningún otro pago o distribución que realice la Sociedad, sea durante el devenir normal de la Sociedad o en su liquidación. En caso de disolución sin liquidación de la Sociedad al ser absorbida por otra que resulte su continuadora, y en razón de no haber liquidación de la Sociedad, los bonos de goce no tendrán derecho a ninguna distribución, dividendo por disolución o concepto similar, sin perjuicio de los derechos a cobrar dividendos de acuerdo a sus términos y condiciones de emisión. La Asamblea Extraordinaria que decida la amortización de acciones y la emisión de bonos de goce en los términos del artículo 228 de la Ley 19.550, podrá delegar en el Directorio la emisión de cualquier clase de bonos de goce en los términos y condiciones que fije al efecto. Ni los bonos de goce ni sus titulares tendrán derecho de preferencia o acrecer ni derecho a la suscripción de nuevas acciones de cualquier clase o de cualquier clase de bonos de goce o participación. consentimiento del titular de las acciones que se amortizan no será necesario realizarla por sorteo o en forma proporcional entre todos los accionistas, siempre que se respete el principio de tratamiento igualitario de todos los accionistas. Asimismo, en caso que la Asamblea Extraordinaria decida la creación de una reserva indisponible con ganancias realizadas y líquidas por un monto igual al valor nominal de las acciones que se cancelan, la Asamblea Extraordinaria podrá decidir que no es necesaria una reducción de capital y que las acciones no canceladas aumenten su valor nominal a efectos de representar por sí mismas el total del capital social. La Asamblea Extraordinaria fijará los términos y condiciones de emisión de los bonos de goce que decida emitir, pudiendo fijarles un monto máximo de dividendos a cobrar durante su plazo de duración, el plazo de duración de dichos bonos de goce y los términos y condiciones de pago de dichos dividendos, incluyendo la moneda de pago de los mismos y las protecciones que pueda fijar la asamblea para el cobro de dichos dividendos en la moneda establecida, pudiendo ser un dividendo fijo o variable, un dividendo eventual o contingente a la producción de cualquier evento que determine la asamblea, o cualquier combinación de esos elementos, con o sin preferencia o prelación respecto del derecho a dividendos a cobrar por una o más clases de acciones de la Sociedad. Los bonos de goce se podrán emitir en forma cartular o escritural y serán nominativos no endosables. La Sociedad llevará el registro de la titularidad de dichos bonos de goce y de los pagos de dividendos efectuados a dichos bonos de goce. Los bonos de goce podrán ser rescatables, total o parcialmente, exclusivamente a opción de la Sociedad y en los términos y condiciones que fije al efecto la Asamblea Extraordinaria. La Asamblea Extraordinaria también fijará el derecho que pueda corresponder a cada clase de bonos de goce en el producido de la liquidación de la Sociedad, pudiendo tener preferencia o prelación respecto de una o más clases de acciones de la Sociedad en la participación en dicho producido una vez que sea reembolsado el valor nominal de dicha clase o clases de acciones. Una vez cobrado el dividendo al que los bonos de goce tengan derecho no otorgarán derecho a participar en ningún otro pago o distribución que realice la Sociedad, sea durante el devenir normal de la Sociedad o en su liquidación. En caso de disolución sin liquidación de la Sociedad al ser absorbida por otra que resulte su continuadora, y en razón de no haber liquidación de la Sociedad, los bonos de goce no tendrán derecho a ninguna distribución, dividendo por disolución o concepto similar, sin perjuicio de los derechos a cobrar dividendos de acuerdo a sus términos y condiciones de emisión. La Asamblea Extraordinaria que decida la amortización de acciones y la emisión de bonos de goce en los términos del artículo 228 de la Ley 19.550, podrá delegar en el Directorio la emisión de cualquier clase de bonos de goce en los términos y condiciones que fije al efecto. Ni los bonos de goce ni sus titulares tendrán derecho de preferencia o acrecer ni derecho a la suscripción de nuevas acciones de cualquier clase o de cualquier clase de bonos de goce o participación. (ESTA COMPARACIÓN SE EFECTUA RESPECTO DEL TEXTO DEL ARTÍCULO QUINTO DEL ESTATUTO MODIFICADO POR LA ASAMBLEA GRAL. ORDINARIA Y EXTRAORDINARIA DEL 23/05/2017 QUE SE ENCUENTRA EN TRAMITE DE INSCRIPCIÓN REGISTRAL).

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Artículo Séptimo: En caso de mora en la integración del capital, el Directorio podrá optar entre: a) disponer que los derechos de suscripción correspondientes a las acciones en mora sean vendidos en remate público, siendo de cuenta del suscriptor moroso los gastos de remate y los intereses moratorios, sin perjuicio de su responsabilidad por los daños; b) declarar la caducidad de dichos derechos de suscripción, en cuyo caso la sanción producirá sus efectos previa intimación a integrar en un plazo no mayor de 30 días, con pérdida de las sumas abonadas; o c) exigir el cumplimiento del contrato de suscripción con la indemnización de daños y perjuicios que corresponda.	Artículo Séptimo: En caso de mora en la integración del capital, el Directorio podrá optar entre: a) disponer que los derechos de suscripción correspondientes a las acciones en mora sean vendidos en remate público, o por medio de un agente debidamente registrado conforme a la Ley 26.831, y sus modificatorias, si se tratare de acciones listadas, siendo de cuenta del suscriptor moroso los gastos de remate o venta por medio de dicho agente registrado y los intereses moratorios, sin perjuicio de su responsabilidad por los daños; b) declarar la caducidad de dichos derechos de suscripción, en cuyo caso la sanción producirá sus efectos previa intimación a integrar en un plazo no mayor de 30 días, con pérdida de las sumas abonadas; o c) exigir el cumplimiento del contrato de suscripción con la indemnización de daños y perjuicios que corresponda.
Artículo Octavo: El derecho de preferencia en la suscripción de nuevas emisiones de acciones ordinarias se regirá por el artículo 194 de la Ley 19.550. En el caso de una emisión de acciones que se divida en las tres clases previstas en el artículo cuarto de este estatuto el derecho de acrecer se entenderá limitado a las acciones no suscriptas de la respectiva clase. Si una vez ejercido el derecho de acrecer dentro de las Clases “B” y “C” hubiese un remanente, el mismo podrá ser suscripto por los accionistas de las tres clases indistintamente, en proporción a las acciones que hubiesen suscripto en esa oportunidad. Únicamente si existiese un remanente después del ejercicio de las preferencias antes mencionadas, podrá ser ofrecida a terceros.	Artículo Octavo: El derecho de preferencia en la suscripción de nuevas emisiones de acciones ordinarias se regirá por el artículo 194 de la Ley 19.550. En el caso de una emisión de acciones que se divida en las cuatro clases previstas en el artículo cuarto de este estatuto el derecho de acrecer se entenderá limitado a las acciones no suscriptas de la respectiva clase. Si una vez ejercido el derecho de acrecer dentro de las Clases “B” y “C” hubiese un remanente, el mismo podrá ser suscripto por los accionistas de las otras clases indistintamente, en proporción a las acciones que hubiesen suscripto en esa oportunidad. Únicamente si existiese un remanente después del ejercicio de las preferencias antes mencionadas, podrá ser ofrecida a terceros.
Artículo Décimo: La dirección y administración de la sociedad está a cargo de un Directorio compuesto del número de miembros que fije la Asamblea entre un mínimo de tres y un máximo de once, con mandato por tres ejercicios.	Artículo Décimo: La dirección y administración de la sociedad está a cargo de un Directorio compuesto del número de miembros que fije la Asamblea entre un mínimo de once y un máximo de diecisiete miembros, con mandato por tres ejercicios.
La Asamblea debe designar suplentes en igual o menor número que los titulares y por el mismo plazo con el fin de llenar las vacantes que se produjeran, según el orden o método que fije la Asamblea, todo ello sin perjuicio de lo previsto en el artículo 11° del presente. Los Directores, en su primera sesión, deberán designar a un Presidente y un Vicepresidente. El Vicepresidente reemplazará al Presidente en caso de ausencia o impedimento. Las reuniones de Directorio se celebrarán una vez cada tres meses y cada vez que el Directorio así lo determine. La convocatoria a reunión de Directorio deberá realizarse con una antelación no menor de 12 días corridos para el tratamiento de asuntos ordinarios y con una antelación no menor de 3 días corridos para temas de urgencia. A tal fin el Presidente o el Vicepresidente en caso que lo sustituya,deberá cursar notificación a los miembros del Directorio en el domicilio especial por carta certificada con aviso de recepción o por cualquier otro medio fehaciente, inclusive por telex. En dicha notificación se deberá consignar la fecha, hora, lugar de celebración y orden del día a considerar. Esta convocatoria no será necesaria si están presentes la totalidad de los miembros	La Asamblea debe designar suplentes en igual o menor número que los titulares y por el mismo plazo con el fin de llenar las vacantes que se produjeran, según el orden o método que fije la Asamblea, todo ello sin perjuicio de lo previsto en el artículo 11° del presente. Los Directores, en su primera sesión, deberán designar a un Presidente y un Vicepresidente. El Vicepresidente reemplazará al Presidente en caso de ausencia o impedimento. Las reuniones de Directorio se celebrarán una vez cada tres meses y cada vez que el Directorio así lo determine. La convocatoria a reunión de Directorio deberá realizarse con una antelación no menor de 12 días corridos para el tratamiento de asuntos ordinarios y con una antelación no menor de 3 días corridos para temas de urgencia. A tal fin el Presidente o el Vicepresidente, en caso que lo sustituya, deberá cursar notificación a los miembros del Directorio en el domicilio especial por carta certificada con aviso de recepción o por cualquier otro medio fehaciente, inclusive por telex. En dicha notificación se deberá consignar la fecha, hora, lugar de celebración y orden del día a considerar. Esta convocatoria no será necesaria si están presentes la totalidad de los

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del Directorio.	miembros del Directorio.
El Directorio funciona con la presencia de la mayoría absoluta de sus miembros y resuelve por mayoría de votos presentes.	El Directorio funciona con la presencia de la mayoría absoluta de sus miembros y resuelve por mayoría de votos presentes, previéndose que para aprobar las Cuestiones de Mayoría Especial que se listan más abajo será también necesario: (a) el voto afirmativo de al menos un director electo por la asamblea general a propuesta de la Clase A ; y (b) el voto afirmativo de al menos un director electo por la asamblea general a propuesta de la Clase D..
En caso de empate, el Presidente tendrá doble voto.	En el supuesto que ninguno de los directores electos a propuesta de la Clase “A” de acciones o ninguno de los directores electos a propuesta de la Clase “D” de acciones concurriesen a la reunión de directorio debidamente convocada y el orden del día incluyese alguna Cuestión Sujeta a Mayoría Especial, el Directorio no tratará ni adoptará dichas decisiones y procederá a convocar, en los términos y plazos establecidos precedentemente, una nueva reunión de Directorio para considerar dichos puntos del orden del día.
El Vicepresidente NO tendrá voto de desempate cuando sustituya por cualquier causa al Presidente. El Directorio también podrá celebrar sus reuniones con sus miembros comunicados entre sí mediante videoteleconferencia, computándose a los efectos del quórum tanto los directores presentes como los que participen a distancia. Las actas de estas reuniones serán confeccionadas y firmadas dentro los cinco (5) días de celebrada la reunión por los directores y síndicos presentes. Los miembros de la Comisión Fiscalizadora deberán dejar expresa constancia en el acta de los nombres de los directores que han participado a distancia y de la regularidad de las decisiones adoptadas en el curso de la reunión. El acta consignará las manifestaciones tanto de los directores presentes como de los que participen a distancia y sus votos con relación a cada resolución adoptada. La Asamblea fija la remuneración del Directorio. El Directorio podrá designar a los Gerentes Generales, así como a gerentes especiales, en los términos del artículo 270 de la Ley 19.550, quienes podrán ser o no Directores de la Sociedad.	En caso de empate, el Presidente tendrá doble voto para cuestiones que no califiquen como Cuestiones de Mayoría Especial. El Vicepresidente NO tendrá voto de desempate cuando sustituya por cualquier causa al Presidente. El Directorio también podrá celebrar sus reuniones con sus miembros comunicados entre sí mediante videoteleconferencia, computándose a los efectos del quórum tanto los directores presentes como los que participen a distancia. Las actas de estas reuniones serán confeccionadas y firmadas dentro los cinco (5) días de celebrada la reunión por los directores y síndicos presentes. Los miembros de la Comisión Fiscalizadora deberán dejar expresa constancia en el acta de los nombres de los directores que han participado a distancia y de la regularidad de las decisiones adoptadas en el curso de la reunión. El acta consignará las manifestaciones tanto de los directores presentes como de los que participen a distancia y sus votos con relación a cada resolución adoptada. La Asamblea fija la remuneración del Directorio. El Directorio podrá designar a los Gerentes Generales, así como a gerentes especiales, en los términos del artículo 270 de la Ley 19.550, quienes podrán ser o no Directores de la Sociedad. Las siguientes materias son Cuestiones de Mayoría Especial sujetas a la mayoría especial prevista en el presente Artículo: (i)cualquier enmienda, modificación, complemento o reemplazo de los estatutos o de cualquier otro documento constitutivo de la sociedad o de una Sociedad Controlada;
	(ii)Cualquier cambio significativo en la conducción de los negocios de la Sociedad o cualquier Sociedad Controlada que no esté relacionado con la prestación de servicios de video, telefonía, datos y otros servicios relacionados, o cualquier nuevo servicio prestado por

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compañías de servicios de tecnología de la información y las comunicaciones similares en otros mercados, y demás negocios razonablemente vinculados con ello;

(iii)La contratación de cualquier funcionario o empleado de la Sociedad o una Sociedad Controlada que se desempeñe en una posición clave tales como: el Director o Gerente General (CEO), Principal Gerente Operativo (COO), Principal Gerente Técnico (CTO), el Principal Gerente Financiero (CFO) o cualquier otro funcionario o empleado de la Sociedad o una Sociedad Controlada que tenga una línea directa de reporte con el Director o Gerente General (CEO) o con el Vicepresidente de la Sociedad o una línea conjunta de reporte con el Director o Gerente General (CEO) y el Vicepresidente de la Sociedad o el Sub-Gerente General, si lo hubiera, tal como el Auditor Interno (o, en cualquier caso, cualquier otro funcionario o empleado que tenga responsabilidades similares a las anteriores posiciones) o cualquier otra posición expresamente designada como una posición clave tal como el Director de Abastecimiento, el Director de Legales, el Director de Recursos Humanos, el Director de Asuntos Regulatorios y el Director de Relaciones Institucionales; y la desvinculación del CFO y del auditor interno.

(iv)Cualquier cambio de los auditores externos o asesores impositivos de la Sociedad o cualquier Sociedad Controlada, salvo que se designe a Deloitte Touche Tohmatsu, PricewaterhouseCoopers, KPMG o EY (anteriormente denominada Ernst & Young);

(v)La creación de cualquier comité del directorio de la Sociedad o del directorio de cualquier Sociedad Controlada o la ampliación o reducción de las facultades del Directorio o de un comité existente del directorio de la Sociedad o del directorio de cualquier Sociedad Controlada.

(vi)La fusión por absorción o fusión propiamente dicha de la Sociedad o de cualquier Sociedad Controlada en una operación o serie de operaciones relacionadas, o la adquisición de activos (incluido el capital accionario —como este término se define seguidamente- u otros títulos valores) por parte de la Sociedad o cualquier Sociedad Controlada, utilizando como contraprestación el capital accionario de la Sociedad o de una Sociedad Controlada excepto por la fusión de la Sociedad con Cablevisión Holding S.A. donde; (1) la Sociedad es la sociedad absorbente, (2) no se transfieran a la Sociedad por efecto de la fusión otros activos o pasivos que no sean (i) acciones emitidas por la Sociedad y/o (ii) pasivos existentes de Cablevisión Holding S.A. en cantidades mínimas

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tales que (luego de restadas las sumas en efectivo y equivalentes de efectivo que puedan existir en Cablevision Holding S.A. en ese momento) no excedan de U$S_1 millón, (3) Los accionistas de la Sociedad no sean diluidos en sus derechos económicos o de voto por la relación de cambio de acciones emitidas por Cablevisión Holding S.A. por acciones emitidas por la Sociedad o de cualquier otra manera como resultado de la fusión, y (4) la fusión califique como una reorganización libre de impuestos conforme a las normas argentinas.

(vii)Cualquier adquisición por parte de la Sociedad o de Sociedades Controladas, en una única operación o mediante una serie de operaciones (salvo con una Subsidiaria de la Sociedad) de activos (incluyendo capital accionario u otros títulos valores), con excepción de adquisiciones que impliquen pagos totales por un monto o activos con un Valor de Mercado que no exceda de U$S 50 millones;

(viii)Cualquier acto de disposición realizado por la Sociedad o cualquier Sociedad Controlada en una operación (salvo con una Subsidiaria totalmente controlada (excepto por la mínima cantidad de acciones necesarias para cumplir con un requisito de pluralidad de accionistas)) en la que el Valor de Mercado de los bienes enajenados exceda U$S30 millones, salvo en el caso de una enajenación requerida por orden de una autoridad gubernamental competente;

(ix)la emisión, entrega, oferta, venta, adquisición, rescate o compra por parte de la Sociedad o de cualquier Sociedad Controlada de acciones de cualquier clase o serie de su Capital Accionario u otros títulos valores convertibles en o ejercibles o canjeables por, u opciones, warrants o derechos de cualquier tipo para suscribir o adquirir acciones de cualquier clase o serie de su Capital Accionario u otros títulos valores, o cualquier reestructuración accionaria, subdivisión, cambio de deuda o acciones preferidas por acciones o viceversa, , combinación o reclasificación del Capital Accionario de la Sociedad o de cualquier Sociedad Controlada o la celebración de un contrato, acuerdo, compromiso o convenio relacionado con lo antedicho;

(x)La adopción de cualquier programa de remuneración en acciones para los directivos de la Sociedad, que prevea la emisión de títulos valores o derechos por debajo de su Valor de Mercado o que, una vez emitidos o ejercidos, representarían más que el mayor entre el dos por ciento (2%) del Capital Accionario de la Sociedad o U$S 5 millones,

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(xi)La presentación en concurso por parte de la Sociedad o la celebración de un acuerdo preventivo extrajudicial, conforme la ley de concursos de Argentina o una presentación realizada conforme a cualquier otra ley concursal o de quiebras de Argentina o cualquier otro lugar, o el reconocimiento por escrito de la quiebra, insolvencia o estado de cesación de pagos o la inhabilidad general de pagar sus deudas al vencimiento de la Sociedad o cualquier Sociedad Controlada, estipulándose no obstante que no calificará como Cuestión de Mayoría Especial si en un procedimiento de quiebra involuntario dicha petición involuntaria hubiera sido presentada por el o los Accionistas (o cualquiera de sus Afiliadas) que hubiera nominado al Director que se opone a la decisión de realizar tal presentación.

(xii)El incurrimiento en Deuda por prestamos tomados por la Sociedad o una Sociedad Controlada, salvo por Deuda que, una vez sumada a las demás Deudas pendientes de la Sociedad y sus Sociedades Controladas (neta de cualesquiera depósitos en custodia en efectivo destinados únicamente a pagar Deuda) no exceda tres (3) veces el EBITDA consolidado de la Sociedad para el último período de doce (12) meses inmediatamente anterior a dicho incurrimiento para el que se dispone de estados financieros consolidados de la Sociedad.

(xiii)La creación o imposición de un Gravamen sobre cualquier activo de la Sociedad o de cualquier Sociedad Controlada cuyo Valor de Mercado sea superior a U$S 30 millones, exceptuando aquellos gravámenes especialmente aprobados como parte de la autorización de Gastos de Capital o adquisiciones de activos.

(xiv)El otorgamiento de un préstamo o anticipo a cualquier persona o el otorgamiento de garantías de las obligaciones de una persona, salvo por (A) una garantía de la Deuda de una Sociedad Controlada permitida bajo el inciso (xii) del presente Artículo, o (B) cualquier adelanto comercial aprobado con anterioridad en relación con proyectos aprobados bajo los incisos (vii) o (xv) del presente Artículo, o (C) adelantos comerciales a proveedores de la Sociedad o a Sociedades Controladas en un monto que no exceda en total los U$S 20 millones en una operación o serie de operaciones;

(xv)La aprobación de Gastos de Capital en cualquier ejercicio económico, no contemplados expresamente en un Plan de Negocios o Presupuesto Anual por un monto superior a en

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total U$S 45 millones, excluyendo aquellos Gastos de Capital necesarios para mantener el buen funcionamiento de las instalaciones, equipamiento y sistemas de la Sociedad, incluyendo la renovación y reemplazo del material obsoleto;

(xvi)Las contrataciones o cualquier otro arreglo no contemplado expresamente en un Plan de Negocios o Presupuesto Anual en los cuales la Sociedad o sus Sociedades Controladas se encuentren obligadas a realizar pagos que excedan la suma de (i) U$S 5 millones (o su equivalente en otra moneda) con respecto a las transacciones que no fueran del curso ordinario del negocio y (ii) U$S 30 millones con respecto a las transacciones que correspondan con el curso ordinario del negocio, y en cada caso, que no estén sujetas a otro inciso del presente Artículo;

(xvii)La aprobación de operaciones con personas controladas, controlantes o sujetas a control común con un Accionista;

(xviii)Las decisiones relacionadas con la consolidación de las operaciones de la Sociedad con sus Sociedades Controladas, excepto aquellos casos en los cuales no hay dilución de derechos de voto o económicos de los accionistas y donde no hay transferencia o asunción de un patrimonio neto negativo;

(xix)La aprobación durante cualquier ejercicio de (i) cualquier aumento en la compensación del CEO que supere un 10% en términos reales tras considerar los efectos de la inflación en Dólares o en Pesos Argentinos dependiendo de la moneda que se aplique en la compensación relevante y (ii) cualquier aumento de aquellos empleados o funcionarios que se desempeñen en posiciones clave de la Sociedad o de una Subsidiaria Significativa si luego de dicho aumento la remuneración anual de dicho empleado para dicho ejercicio supera el 80% de la compensación anual del CEO para dicho ejercicio en términos reales.

(xx)La aprobación de nuevas Líneas de Negocio o la discontinuación de Líneas de Negocio de la Sociedad o de una Sociedad Controlada.

(xxi)La modificación de la política de dividendos, o la firma de contratos o acuerdos que impongan restricciones o condiciones a la declaración o pago de dividendos o de cualquier distribución a los Accionistas;

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(xxii)   Las presentaciones, solicitudes o requerimientos para la aprobación de la cancelación de la registración de valores negociables con entidades gubernamentales nacionales o internacionales o para la cancelación del listado de acciones u otros valores negociables de participación (equity) en mercados de valores domésticos o internacionales.

(xxiii)  La aprobación del Presupuesto Anual Consolidado y del Plan de Negocios de la Sociedad y sus Sociedades Controladas, salvo que haya sido aprobado por unanimidad en el Comité Ejecutivo de la Sociedad.

A los fines del presente estatuto, los siguientes términos tendrán el significado expresado a continuación para cada uno de ellos:

“Afiliada” significa, en relación con una persona específica, toda persona que a la fecha de determinación de la condición de Afiliada sea, directa o indirectamente, ya sea a través de uno o más intermediarios, la persona Controlante de dicha persona específica, la persona Controlada de la misma o se encuentre bajo Control común con ella; estableciéndose que ningún accionista será considerado una Afiliada de cualquiera de los otros Accionistas por el mero hecho de haber realizado una inversión en la Sociedad; estableciéndose, asimismo, que ni la Sociedad ni ninguna Sociedad Controlada será considerada una Afiliada de un Accionista.

“Capital Accionario” de una persona significa cualquiera y todas las acciones, derechos, derechos de compra, opciones (warrants), títulos vinculados al capital, debentures convertibles, opciones, participaciones, derechos en ellos o equivalentes (cualquiera sea su denominación) del capital accionario de dicha persona u otras participaciones en el capital, incluyendo partes de interés, sean comanditarias o comanditadas, en dicha persona, incluyendo también toda acción preferida y todos los derechos, warrants u opciones que sean canjeables por o convertibles en dichas acciones de capital, ya sea que se encuentren en circulación a la fecha del contrato de fideicomiso o que se emitan con posterioridad.

“Control” significa, en relación con una persona determinada (que no sea una persona física), la posesión, directa o indirecta, de la facultad de dirigir o controlar la dirección de la administración y políticas de dicha persona, ya sea mediante la titularidad de títulos, cuotas o acciones con derecho a voto, mediante contrato o por cualquier otro medio.

“Coeficiente Deuda/EBITDA” significa, respecto de la Sociedad, en cualquier momento, su coeficiente de la Deuda consolidada neta, a la fecha del balance consolidado más reciente disponible de la Sociedad, respecto de su EBITDA consolidado para los cuatro trimestres económicos más recientes respecto de los que se dispone de estados de resultados y estados de origen y aplicación de los fondos de esa persona, calculado de acuerdo con los PCGA de

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Argentina en base a los estados contables publicados más recientes de la Sociedad.

“Deuda” significa, con respecto a cualquier persona a la fecha de determinación, sin que implique duplicación, (a) todos los pasivos de dicha persona por préstamos (incluso por sobregiros) o por el precio de compra diferido de bienes o servicios, excluidas las deudas comerciales y otros pasivos (incluidos los desembolsos pendientes) incurridos en el curso ordinario de los negocios (instrumentados o no mediante un pagaré), pero incluyendo, entre otros, todas las obligaciones de dicha persona, eventuales o de otra índole, en relación con cartas de crédito y aceptaciones emitidas conforme a cartas de líneas de créditos, líneas de aceptaciones bancarias o similares, (b) todas las obligaciones de dicha persona instrumentadas mediante bonos, títulos de deuda, debentures u otros instrumentos similares, (c) toda la deuda de dicha persona incurrida o que surge de un contrato de compraventa condicional u otro acuerdo que implique retención del dominio sobre el bien adquirido por dicha persona (aún cuando los derechos y acciones del vendedor o prestamista conforme al convenio, en caso de incumplimiento, se limiten a recuperar la posesión del bien o a su venta), pero excluyendo las deudas comerciales derivadas del curso ordinario de las operaciones; (d) todas las obligaciones por locaciones capitalizadas de dicha persona, (e) toda la deuda referida (pero no excluida de) en las cláusulas precedentes de otras personas y todos los dividendos de otras personas, cuyo pago se encuentra garantizado (o respecto del cual el acreedor de dicha deuda posee un derecho, eventual o de otro tipo, a ser garantizado) mediante un gravamen constituido o vinculado a un bien (incluyendo, entre otros, cuentas y derechos contractuales) de propiedad de dicha persona, aún cuando esa persona no hubiera asumido o aceptado responsabilidad por el pago de dicha deuda (considerándose que el monto de la obligación es el menor de los valores de dicho bien o activo o el monto de la obligación así asegurada), (f) todas las garantías otorgadas por dicha persona de la deuda referida en esta definición correspondiente a cualquier otra persona, (g) todo el capital accionario de dicha persona, que pueda ser rescatado, valuado a lo que resulte ser mayor entre el precio de recompra máximo voluntario o involuntario fijado, más los dividendos devengados y no abonados; (h) toda obligación de dicha persona en virtud de o en relación con contratos sobre tasa de interés o sobre divisas y (i) la financiación del vendedor. A estos fines, el “precio de recompra máximo fijado” del capital accionario que pueda ser objeto de rescate y que no posee un precio de recompra fijado, será el justo valor de mercado de dicho capital accionario sujeto a rescate. El justo valor de mercado será determinado de buena fe por el directorio de la Sociedad y constará en una resolución de directorio. La Deuda no incluirá (a) obligaciones de ninguna persona (i) que surjan del pago por parte de un banco u otra institución financiera, de un cheque, giro o instrumento similar que hubiese sido inadvertidamente librado sin fondos en el curso normal de las operaciones, siempre que dichas obligaciones se extingan dentro de los 2 (dos) días hábiles siguientes a ser incurridas, a menos que estuviesen cubiertas por una autorización para girar en descubierto, (ii) deriven del endoso para el cobro de títulos de crédito, en el curso ordinario de las operaciones y

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de conformidad con las prácticas comerciales aplicadas con anterioridad y (iii) derivadas de cartas de crédito “stand-by” si están garantizadas con efectivo o equivalentes y (b) obligaciones derivadas de garantías de cumplimiento, avales de cumplimientos, seguros de caución, garantías o contracautelas por apelación, cartas de crédito u obligaciones similares incurridas en el curso ordinario de las operaciones.

“EBITDA” significa el monto de los Resultados Netos Consolidados de la Sociedad y sus subsidiarias determinados conforme a los PCGA de Argentina, excluyendo los resultados extraordinarios y los resultados correspondientes a las Afiliadas, más ingresos (egresos) financieros, cargos por impuesto a las ganancias, otros ítems que no constituyen efectivo y cargos por depreciación y amortización correspondientes al período pertinente.

“Gastos de Capital” significa, respecto a una persona durante cualquier período, el monto de todos los gastos directa o indirectamente realizados en concepto de equipos, bienes de uso, bienes inmuebles o mejoras en ellos o a los bienes que los reemplacen, que han sido contabilizados como altas en los bienes de capital en el estado de situación patrimonial consolidado confeccionado de conformidad con los PCGA de Argentina, vigentes al tiempo de su determinación.

“Gravamen” significa toda hipoteca, prenda, derecho de garantía, carga, reclamo, embargo, opción, cesión en garantía, servidumbre, privilegio, restricción (incluyendo todo acuerdo de accionistas o sindicación de acciones), embargo o cualquier otra restricción de cualquier tipo, en cada caso constituida o creada a los fines de garantizar deuda financiera u obligaciones financieras, o con cualquier otro fin.

“Valor de Mercado” significa, en relación con la Sociedad, las acciones de la Sociedad o cualquier otro activo o bien (incluyendo los títulos valores), el precio de contado al cual un vendedor estaría dispuesto a vender y un comprador a comprar en una operación entre partes independientes, no encontrándose ninguna de las partes bajo ninguna presión ni coerción para comprar o vender, en cada caso según lo determine un banco de inversión independiente seleccionado por el directorio de la Sociedad.

“PCGA de Argentina” significa los principios contables generalmente aceptados en la República Argentina aplicables a la Sociedad, vigentes en forma periódica.

“Subsidiaria” significa, con respecto a una persona, cualquier otra persona en la cual por lo menos el 50% de su capital accionario o acciones con derecho a voto pertenece, directa o indirectamente, a la mencionada persona y/o a una o más de sus Subsidiarias.

“Subsidiaria Significativa” significa una Subsidiaria de la Sociedad cuyos activos, considerados

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	en forma no consolidada, a la fecha del estado de situación patrimonial consolidado auditado más reciente de la Sociedad a la fecha de determinación, representan al menos el 10% de los activos consolidados de la Sociedad.
Artículo Décimo Bis: La Sociedad contará con un Comité de Auditoría en los términos del Artículo 15 del Decreto N° 677/01, el cual funcionará en forma colegiada y estará integrado por un mínimo de tres Directores que serán designados por el Directorio por mayoría simple de votos. La mayoría de los miembros del Comité de Auditoría deberán revestir el carácter de directores independientes, conforme a los criterios establecidos por la Comisión Nacional de Valores. El Directorio dictará un reglamento relativo a la composición, atribuciones, funcionamiento y demás particularidades del Comité de Auditoría, el que se regirá según lo dispuesto por la ley, el estatuto y las normas de la Comisión Nacional de Valores.	Artículo Décimo Bis: La Sociedad contará con un Comité de Auditoría en los términos requeridos por las normas aplicables, el cual funcionará en forma colegiada y estará integrado por un mínimo de tres Directores que serán designados por el Directorio por mayoría simple de votos. La mayoría de los miembros del Comité de Auditoría deberán revestir el carácter de directores independientes, conforme a los criterios establecidos por la Comisión Nacional de Valores. El Directorio dictará un reglamento relativo a la composición, atribuciones, funcionamiento y demás particularidades del Comité de Auditoría, el que se regirá según lo dispuesto por la ley, el estatuto y las normas de la Comisión Nacional de Valores.
Artículo Décimo Primero: Los Directores Titulares y Suplentes serán elegidos por la Asamblea General Ordinaria, la cual podrá asimismo removerlos, por mayoría de votos de los tenedores de acciones de las tres clases.	Artículo Décimo Primero: Los Directores Titulares y Suplentes serán elegidos por la Asamblea General Ordinaria, la cual podrá asimismo removerlos, por mayoría de votos de los tenedores de acciones de las cuatro clases.
Artículo Décimo Tercero: El Directorio tiene todas las facultades para administrar y disponer de los bienes, incluso aquéllas para las cuales la ley requiere poderes especiales, conforme el artículo 1881 del Código Civil y el artículo 9 del Decreto-Ley 5965/63. Puede, en consecuencia, celebrar en nombre de la sociedad, toda clase de actos jurídicos que tiendan al cumplimiento del objeto social, entre ellos operar con los Bancos de la Nación Argentina, de la Provincia de Buenos Aires, y demás instituciones de crédito oficiales o privadas, establecer agencias, sucursales y toda otra especie de representación dentro o fuera del país; otorgar a una o más personas, poderes judiciales, inclusive para querellar criminalmente, o extrajudiciales, con el objeto y extensión que juzgue conveniente.	Artículo Décimo Tercero: El Directorio tiene todas las facultades para administrar y disponer de los bienes, incluso aquéllas para las cuales la ley requiere poderes especiales, conforme el artículo 375 del Código Civil y Comercial de la Nación y el artículo 9 del Decreto-Ley 5965/63. Puede, en consecuencia, celebrar en nombre de la Sociedad, toda clase de actos jurídicos que tiendan al cumplimiento del objeto social, entre ellos operar con los Bancos de la Nación Argentina, de la Provincia de Buenos Aires, y demás instituciones de crédito oficiales o privadas, establecer agencias, sucursales y toda otra especie de representación dentro o fuera del país; otorgar a una o más personas, poderes judiciales, inclusive para querellar criminalmente, o extrajudiciales, con el objeto y extensión que juzgue conveniente.
La representación legal de la sociedad corresponde al Presidente del Directorio o a quien lo reemplace. Sin perjuicio de ello, la representación en juicio de la Sociedad será ejercida por el Director o Directores, o los mandatarios especiales que el Directorio designe a ese efecto, quienes quedarán facultados ampliamente a ese fin inclusive para poner y absolver posiciones en representación de la Sociedad, pudiendo sustituirse tal mandato, si el Directorio así lo dispone. El Directorio podrá designar un Comité Ejecutivo que actuará bajo vigilancia del Directorio y tendrá a su cargo los asuntos propios de la administración interna de la Sociedad; la consideración	La representación legal de la Sociedad corresponde al Presidente del Directorio y al Vicepresidente en forma conjunta. En caso de ausencia o impedimento de Presidente y/o Vicepresidente la representación legal la ejercerán los directores que asuman la presidencia y la vicepresidencia, ya sea interina o definitivamente. Sin perjuicio de ello, la representación en juicio de la Sociedad será ejercida por el Director o Directores, o los mandatarios especiales que el Directorio designe a ese efecto, quienes quedarán facultados ampliamente a ese fin inclusive para poner y absolver posiciones en representación de la Sociedad, pudiendo sustituirse tal mandato, si el Directorio así lo dispone. El Directorio podrá designar un Comité

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preliminar de los planes e iniciativas de significación para su sometimiento a la aprobación del Directorio; el seguimiento de las decisiones del Directorio para controlar su implementación y cumplimiento y la gestión de cualquier operación relativa a los negocios ordinarios de la Sociedad. El Comité Ejecutivo estará integrado por tres (3) directores titulares. Se reunirá al menos diez (10) veces por año y se llevará un libro de actas de las reuniones celebradas. Sesionará con la participación personal o comunicados mediante videoteleconferencia, de todos sus miembros. Las decisiones se adoptarán por unanimidad; cuando la misma no se obtuviera en dos reuniones sucesivas, el tema será elevado a consideración del Directorio. El Directorio queda facultado para aprobar un Reglamento del Comité Ejecutivo con el objeto de especificar sus facultades y normar su funcionamiento en el marco de lo previsto por este Estatuto. Ejecutivo que actuará bajo vigilancia del Directorio y tendrá a su cargo los asuntos propios de la administración interna de la Sociedad; la consideración preliminar de los planes e iniciativas de significación para su sometimiento a la aprobación del Directorio; el seguimiento de las decisiones del Directorio para controlar su implementación y cumplimiento y la gestión de cualquier operación relativa a los negocios ordinarios de la Sociedad. El Comité Ejecutivo estará integrado por cinco (5) directores titulares. Se reunirá al menos diez (10) veces por año y se llevará un libro de actas de las reuniones celebradas. Sesionará con la participación personal o comunicados mediante videoteleconferencia de todos sus miembros, computándose a los efectos del quórum tanto los miembros presentes como los que participen a distancia. Las actas de estas reuniones serán confeccionadas y firmadas dentro de los cinco (5) días hábiles de celebrada la reunión por los miembros presentes y el representante de la Comisión Fiscalizadora. Uno de los miembros de la Comisión Fiscalizadora deberá dejar expresa constancia en el acta de los nombres de los miembros que han participado a distancia y de la regularidad de las decisiones adoptadas en el curso de la reunión. El acta consignará las manifestaciones tanto de los miembros presentes como de los que participen a distancia y sus votos con relación a cada resolución adoptada. Las decisiones se adoptarán por unanimidad; cuando la misma no se obtuviera en dos reuniones sucesivas, el tema será elevado a consideración del Directorio. El Directorio queda facultado para aprobar un Reglamento del Comité Ejecutivo con el objeto de especificar sus facultades y normar su funcionamiento en el marco de lo previsto por este Estatuto.

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Artículo Décimo-Cuarto: La fiscalización de la sociedad está a cargo de una Comisión Fiscalizadora compuesta de tres o cinco miembros titulares y tres o cinco suplentes, cuyo número y elección serán resueltos por la Asamblea por el término de un ejercicio. La Comisión Fiscalizadora sesionará válidamente con la presencia de la mayoría absoluta de sus integrantes y sus decisiones se adoptarán por mayoría de votos presentes sin perjuicio de los derechos que le corresponden al síndico disidente. La Comisión Fiscalizadora elegirá a su Presidente de entre los miembros titulares, en caso que la Asamblea no haya procedido a su elección. Los miembros suplentes de la Comisión Fiscalizadora cubrirán las vacantes que se produjeran, según el orden o método que fije la Asamblea. La Comisión Fiscalizadora podrá ser representada por cualquiera de sus miembros en las reuniones de Directorio o Asamblea. Artículo Décimo-Cuarto: La fiscalización de la Sociedad está a cargo de una Comisión Fiscalizadora compuesta de cinco miembros titulares y tres o cinco suplentes, cuyo número y elección serán resueltos por la Asamblea por el término de un ejercicio. La Comisión Fiscalizadora sesionará válidamente con la presencia de la mayoría absoluta de sus integrantes y sus decisiones se adoptarán por mayoría de votos presentes sin perjuicio de los derechos que le corresponden al síndico disidente. La Comisión Fiscalizadora elegirá a su Presidente de entre los miembros titulares, en caso que la Asamblea no haya procedido a su elección. Los miembros suplentes de la Comisión Fiscalizadora cubrirán las vacantes que se produjeran, según el orden o método que fije la Asamblea. La Comisión Fiscalizadora podrá ser representada por cualquiera de sus miembros en las reuniones de Directorio o Asamblea.

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Anexo V:

Transacciones con Partes Relacionadas de Cablevisión

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EX-99.2

Exhibit 99.2

PRELIMINARY MERGER AGREEMENT

entered into between

TELECOM ARGENTINA S.A.

(as Surviving Company)

and

CABLEVISION S.A.

(as Merged Company)

June 30, 2017

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PRELIMINARY MERGER AGREEMENT

This PRELIMINARY MERGER AGREEMENT is entered on June 30, 2017 between:

(1)Telecom Argentina S.A. (“Telecom Argentina” or, the “Surviving Company”), domiciled at Ave. Alicia Moreau de Justo 50, 13th floor, Autonomous City of Buenos Aires;

(2)Cablevisión S.A. (“Cablevisión” or, the “Merged Company”), domiciled at Avda. General Hornos 690, Autonomous City of Buenos Aires and, together with Telecom Argentina, the “Parties” and each of them individually, a “Party”.

WHEREAS:

(a)Telecom Argentina’s primary business is the provision, directly or through third parties or associated with third parties, of TIC Services (as such term is defined below), whether fixed, mobile, wired, wireless, national or international, with or without own infrastructure telecommunication services, value added services (including Internet access) and data transmission services within the framework of the applicable licenses, and its corporate purpose includes the provision of Audiovisual Communication Services (as such term is defined below). In addition, Telecom Argentina also carries out activities as a holding company.

(b)Cablevisión’s primary business is also the provision of TIC Services that are registered in the Digital Argentina Sole License held by Cablevisión pursuant to Resolution No. 1359/2016, mainly including, among others, the provision of Television Subscription Services by physical link and radio electrical link, and Data Transmission Services, as well as other fixed, mobile, wired and wireless, national and international telecommunication services, also including without limitation the Value Added Services (including Internet access), Telephony and Trunking (the latter being provided through its subsidiary Nextel, which is currently undergoing a merger by incorporation with Cablevisión) and the Advanced Mobile Communications Service through a network to be deployed by Cablevisión. Cablevisión’s corporate purpose includes the possibility of providing Audiovisual Communication Services. In addition, Cablevisión also carries out activities as a holding company.

(c)Today, at both national and international levels, there is a trend towards technological convergence between media and telecommunications of various separated or independent forms of provision of voice, data, sound and image transmission services, both fixed and wireless, in a sole product or series of products to be provided to users as a whole (the “Convergence Products”) for the benefit of users and consumers of such multiple individual services.

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(d)January 1st, 2018 will be the expiration of the period set forth by Decrees No. 267/15 and 1340/16 to lift the restriction that applies exclusively to the providers of Basic Telephonic Services whose license has been granted pursuant to the terms of Decree No. 62/90 and items 1 and 2 of Section 5 of Decree No. 264/98, as well as the providers of Mobile Telephonic Services with license granted pursuant to the bidding terms and conditions approved by Resolution of the then Ministry of Finance and Public Works and Services No. 575/93 and ratified by Decree No. 1,461/93, among these Telecom Argentina and Telecom Personal, to include in their offer of telecommunication services, Television Subscription Services by physical link and/or radio electrical link.

(e)For purposes of offering Convergence Products to their respective clients, the Parties have considered that their respective operative and technical structures are highly complementary and could be optimized through a structural consolidation, achieving synergies and efficiencies in the development of Convergence Products that the market will demand as regulatory restrictions are lifted.

(f)The Parties consider that such structural consolidation shall be achieved through a merger pursuant to the Companies General Law (the “CGL”).

(g)Both Telecom Argentina and Cablevisión are public companies in Argentina, therefore subject to exhaustive rules of information with annual, quarterly and urgent and immediate levels of disclosure in case relevant events that may affect the market price of their securities take place, pursuant to the rules of the National Securities Commission (“Comisión Nacional de Valores”). As a result, each of the Parties has access to public information relating to the other, which allows it to prepare and make the documentation for the Merger (as such term is hereinafter defined) in the same terms of transparency as those existing for investors in the companies involved; and

(h)Having analyzed the terms on which such merger may be perfected, the Parties wish to undertake the applicable corporate and regulatory procedure.

NOW THEREFORE, the Parties hereto agree to enter into this PRELIMINARY MERGER AGREEMENT, subject to the applicable shareholders’ approvals of Telecom Argentina and Cablevisión pursuant to the terms of Section 83 et seq. of the CGL, the Rules of the National Securities Commission and the other terms and conditions provided herein.

Section One. DEFINITIONS.

The following capitalized terms shall have the meaning assigned to them as follows, except when the use of a capital letter exclusively responds to the grammatical rule that requires it at the beginning of a sentence, or applies to a proper noun:

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“Class A Share of CV”: means each of the 96,006 book entry Class “A” shares of common stock, with one vote each and a par value of Argentine pesos ten thousand each, issued by Cablevisión and representing 80.005% of its capital stock, which are not listed in ByMA nor in any other exchange or market of Argentina or abroad.

“Class B Share of CV”: means each of the 23,994 book entry Class “B” shares of common stock, with one vote each and a par value of Argentine pesos ten thousand each, issued by Cablevisión and representing 19.995% of its capital stock, which are not listed in ByMA nor in any other exchange or market of Argentina or abroad.

“Class A Share of Telecom Argentina”: means each of the 502,034,299 book entry Class “A” shares of common stock, with one vote each and a par value of one Argentine Peso, issued as of the date hereof by Telecom Argentina, originally authorized to be listed in the Buenos Aires Stock Exchange, but without actual trading in the securities market until the date hereof.

“Class B Share of Telecom Argentina”: means each of the 482,111,931 book entry Class “B” shares of common stock, with one vote each and a par value of one Argentine Peso, issued as of the date hereof by Telecom Argentina that are listed in ByMA and of which 15,221,373 are treasury stock.

“Class D Share of Telecom Argentina”: means each of the book entry Class “A” shares of common stock, with one vote each and a par value of one Argentine Peso, convertible into Class B Shares, to be issued by Telecom Argentina as a result of the Merger.

“Technical Assistance Agreement”: means the technical assistance agreement entered into between Cablevisión and CVH in May 2017.

“Final Merger Agreement”: means the final merger agreement to be entered into between Telecom Argentina and Cablevisión for purposes of implementing this Merger, pursuant to the terms of Sections 82, 83 et seq. of the CGL and the terms of this Agreement.

“Ordinary and Extraordinary Shareholders Meeting of Telecom Argentina”: means an ordinary and extraordinary shareholders meeting to be called by Telecom Argentina to approve this Preliminary Merger Agreement.

“Extraordinary Shareholders Meeting of Cablevisión”: means an extraordinary shareholders meeting to be called by Cablevisión to approve the terms of this Preliminary Merger Agreement to be entered into pursuant to Section 244 of the CGL.

“ENACOM Authorization”: means a resolution issued by the ENACOM authorizing: i) the Merger and ii) the registration of the records, resources,

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assignations, permits, frequencies and authorizations held by Cablevisión and/or the companies absorbed by Cablevisión under the Digital Argentina Sole License held by Telecom Argentina.

“Notice”: means the notice to be published by Telecom Argentina and Cablevisión pursuant to Section 83 of the CGL for the exercise of the Opposition Rights of their respective creditors.

“ByMA”: means Argentine Exchanges and Markets (“Bolsas y Mercados Argentinos”), the securities market successor, since April 2017, of the operations of the Buenos Aires Securities Market S.A. (“Mercado de Valores de Buenos Aires S.A.”)

“Agreement” or “Preliminary Merger Agreement”: means this Preliminary Merger Agreement.

“CVH”: means Cablevisión Holding S.A., the holder of 34,425 Class A Shares of CV and 6,782 Class B Shares of CV.

“Decree 267/15”: means the Decree of Need and Urgency No. 267 issued on December 29, 2015.

“Decree 1340/16”: means Decree No. 1340 issued on December 30, 2016, amending Decree 267/15.

“Opposition Rights”: means the rights arising from Section 83 of the CGL so that within 15 days of the day following the last publication of the Notice by the companies intervening in the Merger, the holders of credits originated in a prior cause or title against the companies may oppose the Merger.

“EBITDA”: means, with respect to a person and for the period in which such determination is made, its sales minus sales costs, marketing and management costs (excluding amortizations and depreciations), or, which is the same: the business’ earnings before depreciation and amortization, all determined pursuant to the International Financial Reporting Standards (“IFRS”) as reflected in the respective financial statements for the applicable period of Cablevisión or Telecom Argentina, as applicable.

“ENACOM”: means the Federal Communications Agency as applicable authority of Law No. 27,078 of Digital Argentina and Information and Communications Services.

“Merger’s Special Consolidated Financial Statements”: means the merger’s special consolidated financial statements of Telecom Argentina and Cablevisión as of March 31, 2017 attached hereto as Schedule II, which were prepared based on the Merger’s Special Individual Financial Statements of each of such companies.

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“Merger’s Special Individual Financial Statements”: means the merger’s special individual financial statements prepared for Telecom Argentina and Cablevisión as of March 31, 2017 attached hereto as Schedules I-A and I-B of this Agreement.

“Fintech Media”: Means Fintech Media LLC, the holder of 17,212 Class B Shares of CV.

“New Shares”: means 1,184,528,406 new book entry shares of common stock, with a par value of one Argentine peso and one vote each, which Telecom Argentina shall issue as a result of the Merger, to be delivered to Cablevisión’s shareholders, as Class A Shares of Telecom Argentina or Class D Shares of Telecom Argentina, as applicable, pursuant to the Exchange Ratio set forth herein and the other terms of this Preliminary Merger Agreement.

“Cablevisión’ Notes”: means the Class A notes (“obligaciones negociables”) issued by Cablevisión with an initial par value of US$500,000,000, which are currently outstanding and due on June 15, 2021.

“Telecom’s Corporate Reorganization”: means the merger by absorption of Nortel Inversora S.A., Sofora Telecomunicaciones S.A. and Telecom Personal S.A. by Telecom Argentina as Surviving Company as describe in the applicable merger prospectus issued by Telecom Argentina on May 11, 2017 and published in the Financial Information Highway (“Autopista de Información Financiera”) of the National Securities Commission.

“Audiovisual Communication Services”: means the audiovisual communication services regulated under Law No. 26,522, as amended and complemented.

“TIC Services”: means the information technology and communication services regulated under Law No. 27,078, as amended and complemented.

“VLG”: means VLG Argentina LLC, the holder of 61,581 Class A Shares of CV.

Section Two. Merger.

The Parties hereby agree on a merger by absorption of Cablevisión, as Merged Company, by Telecom Argentina as Surviving Company, pursuant and subject to the terms of Sections 82 and 83 of the CGL, and within the tax framework provided by Sections 77 et seq. of Law No. 20,628 of Income Tax and Section 105 of its regulatory Decree No. 1344/1998, and the terms of this Preliminary Merger Agreement, all of it subject to the approval of their respective shareholders’ meetings and the regulatory approvals and additional conditions set forth in Section Seven of this Agreement, and effective as of the Merger Effective Date (as such term is defined in Section Seven) (hereinafter, the “Merger”).

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Section Three.  General Effects of the Merger.

Resulting from the Merger agreed upon in Section Two and effective as of the Merger Effective Date: (i) the assets and liabilities of the Merged Company shall be transferred in their entirety to the Surviving Company, causing Telecom Argentina to acquire ownership of all rights and assets and assume all obligations and liabilities of any nature of Cablevisión including (a) those rights and liabilities that, for any reason, have not been included in the Merger’s Special Individual Financial Statement, including all rights, assets and liabilities arising or discovered after the end date of the Merger’s Special Individual Financial Statements as a result of events or activities prior to such end date; (b) those rights and liabilities of the Merged Company arising from the relationships with its personnel, which personnel shall become directly dependent of Telecom Argentina, and whose seniority, benefits and all other acquired rights shall be respected; and (c) the licenses, records, resources, assignations, permits and authorizations of Cablevisión and/or the companies absorbed by Cablevisión and/or authorizations of any kind; (ii) Telecom Argentina shall be the successor of all activities, operations, assets, liabilities, rights and obligations of Cablevisión as of the Merger Effective Date as well as any of those that may arise from any conducts prior or subsequent thereto; (iii) Cablevisión shall dissolve without liquidation; (iv) Telecom Argentina shall increase its capital stock and amend its bylaws pursuant to the terms set forth in Schedule IV of this Agreement; and (v) all holders of Cablevisión shares shall be considered shareholders of Telecom Argentina as from the Merger Effective Date, including the exercise of their economic and political rights to the extent of the Exchange Ratio set forth in this Agreement.

Section Four. Amendment of the Bylaws of Telecom Argentina. New Capital Structure.

Pursuant to the terms of the Merger, Telecom Argentina shall amend its Bylaws in accordance with the terms set forth in Schedule IV of this Agreement. In addition, as a result of the Merger and taking into account the proposed Exchange Ratio, Telecom Argentina shall increase its capital stock in an amount of Argentine pesos 1,184,528,406. Accordingly, Telecom Argentina shall issue 1,184,528,406 book entry ordinary shares with a par value of one Argentine peso and one vote each (minus any applicable number of shares corresponding to fractions of shares paid in cash), of which, taking into account the direct and indirect shareholdings of Fintech Media and CVH in Cablevisión as of the date of this Agreement: (i) 473,836,040 shall be Class A Shares of Telecom Argentina and (ii) 710,692,366 shall be Class D Shares of Telecom Argentina; which shall be delivered to the shareholders of Cablevisión pursuant to the Exchange Ratio and other terms of this Agreement. Both the Class A Shares of Telecom Argentina and the Class D Shares of Telecom Argentina to be delivered to Cablevisión’s shareholders shall be freely convertible into Class B Shares of Telecom Argentina and shall have certain supermajority special rights for the approval of the matters set forth in the form of Amended Bylaws of Telecom Argentina attached hereto as Schedule IV. These amendments

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to be introduced into the Bylaws of Telecom Argentina shall become effective as of the Merger Effective Date.

Section Five. Shares Exchange Ratio.

1.Exchange Ratio. The Parties have agreed to propose to their respective shareholders’ meetings the following Exchange Ratio of shares of common stock of Cablevisión to shares of common stock of Telecom Argentina: 1 share of common stock of Cablevisión (either a Class A Share of Cablevisión or a Class B Share of Cablevisión) for every 9,871.07005 New Shares of Telecom Argentina, as applicable pursuant to the terms of this Agreement (the “Exchange Ratio”). Such ratio has been based on an amount of outstanding Telecom Argentina shares of 969,159,605 (excluding the 15,221,373 Class B Shares of Telecom Argentina repurchased by Telecom Argentina and currently held as treasury stock) and an amount of outstanding Cablevisión shares of 120,000. Any fractions or decimal numbers of shares resulting from the exchange made to any shareholder shall be paid in cash at the offices of Telecom Argentina on the day and time that shall be in turn announced for the shares exchange. Liquidation of the fractions shall be made following the procedures set forth by applicable law.

2.Mechanism of Determination of the Exchange Ratio. Valuations.

The proposed Exchange Ratio has been determined by the Parties subject to the approval by their respective shareholders meetings, taking into account, among others, the value ranges resulting from the application of the following valuation methods to both companies: a) the net present value of discounted cash flows of each company; b) the valuation multiples of comparable businesses; and c)  the trade market value of the Class B Shares of Telecom Argentina and the Cablevisión shares, taking into account for the Cablevisión shares their implicit trade value incorporated in the trade market value of the Class B shares of Grupo Clarín S.A. (CVH’s predecessor) as parent company of Cablevisión. Schedule III hereto explains the methodology of calculation of the Exchange Rate.

The Exchange Ratio was considered fair from a financial standpoint, as of the date of the applicable opinion and in accordance to its terms, by two professional appraisers not related to any of the companies involved. For such purpose, Telecom Argentina hired JP Morgan Securities LLC and Cablevisión hired LionTree Advisors LLC, two first tier international firms with expertise in merger transactions and a high specialization in the TIC Services (the “Independent Appraisers”), each of whom issued its respective Fairness Opinion on the Exchange Ratio for its consideration by Telecom Argentina’s Board of Directors, with respect to JP Morgan Securities LLC, and by Cablevisión’s Board of Directors, with respect to LionTree Advisors LLC.

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For purposes of issuing their Fairness Opinions on the Exchange Ratio, the Independent Appraisers respectively applied the valuation methods that each of them generally applies in procedures similar to this, including, among others, the methods mentioned in a) to c) above.

3.Allocation of Shares by Exchange Ratio. Pursuant to the Exchange Ratio, the Parties have agreed to propose to their shareholders that the New Shares to be issued by Telecom Argentina be allocated to the holders of shares of common stock of Cablevisión as follows:

a.Fintech Media: pursuant to the Exchange Ratio, Fintech Media should receive 169,900,857.70 shares, as a result of which the Parties have proposed that Fintech Media receive 169,900,858 New Class A Shares of Telecom Argentina in exchange for 17,212 Class B shares issued by Cablevisión and held by Fintech Media;

b.CVH: pursuant to the Exchange Ratio, CVH should receive 406,757,183.55 shares, as a result of which the Parties have proposed that CVH receive 406,757,183 New Shares Class D in exchange for 41,207 shares (34,425 Class A Shares of CV and 6,782 Class B Shares of CV) issued by Cablevisión and held by CVH;

c.VLG: pursuant to the Exchange Ratio, VLG should receive 607,870,364.75 shares, as a result of which the Parties have proposed that VLG receive 607,870,365 New Shares in exchange for 61,581 Class A Shares issued by Cablevisión and held by VLG. Such New Shares of common stock issued by Telecom Argentina shall be divided between New Class A Shares and New Class D Shares and delivered to VLG pro rata Fintech Media and CVH’s shareholdings in VLG as of the Merger Effective Date.

4.Exchange Ratio Adjustments. (a) The Parties have agreed to allow both Telecom Argentina and Cablevisión to distribute cash dividends to their respective shareholders prior to the Merger Effective Date, in which case any one or more cash distributions made as from the date of this Agreement and before the Merger Effective Date shall cause an adjustment of the Exchange Ratio pursuant to the following terms: (i) for purposes of calculating any Exchange Ratio adjustments, the following prices per share proportional to the Exchange Ratio shall be used as a reference: US$ 5.1591 per each outstanding share of Telecom Argentina and US$ 50,925.93 per each outstanding share of Cablevisión; (ii) the above mentioned United States dollars per share reference value to be taken into account to calculate the adjustments to the Exchange Ratio of the Company that makes a dividend

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distribution shall be reduced in an amount equal to the United States dollars per share amount corresponding to the dividend paid, and the Exchange Ratio shall be calculated again taking into account such lower reference value per share of the company that has made the dividend distribution. If the dividends are paid in Argentine pesos, the United States dollar’s value of such dividend shall be calculated taking into account the wholesale exchange rate pursuant to Communication A-3500 of the Argentine Central Bank published for the closing of the business day immediately prior to the date on which the applicable dividend has been made available in Argentina; (b) if any extraordinary event that significantly alters the ordinary course of business of one or both companies before the Merger Effective Date occurs, the Parties shall acknowledge such event and its effects and shall agree on the Exchange Ratio’s adjustments that may correspond, (c) no provisional or regular dividend distribution that may be made by Nortel Inversora S.A. or Sofora Telecomunicaciones S.A. before their merger by absorption into Telecom Argentina, even if those distributions made by Nortel Inversora S.A. or Sofora Telecomunicaciones S.A. are thereafter consented by Telecom Argentina, shall be considered the cause for an Exchange Ratio adjustment, (d) none of the following shall be considered the cause for an Exchange Ratio adjustment (i) payment of the second installment of the dividends approved by an ordinary annual and extraordinary shareholders meeting of Cablevisión held on March 30, 2017 for an amount of up to US$ 50,000,000 (United States dollars fifty million), which shall be paid following the date hereof; and (ii) an amount of up to US$ 50,000,000 as dividends that Telecom Argentina may approve and pay at any time before the Merger Effective Date.

Section Six. Capital Increase of Telecom Argentina.

As a result of the Merger and pursuant to the proposed Exchange Ratio, Telecom Argentina shall make a capital increase of Argentine pesos one thousand one hundred eighty four million five hundred twenty eight thousand four hundred six (AR$ 1,184,528,406) and shall issue an aggregate amount of 1,184,528,406  New Shares on the Merger Effective Date. As a result, following the Merger Effective Date the capital stock of Telecom Argentina shall be AR$ 2,168,909,384 or the amount resulting from any Exchange Ratio adjustments that may correspond.-

Section Seven.  Merger Effective Date and conditions precedent.

This Merger shall be effective at 12 AM of the date on which the Presidents of the Boards of Directors of the Parties (hereinafter, the “Merger Effective Date”) execute a minute reflecting the transfer of operations, in which the following is recorded in writing: (i) Telecom Argentina has set up its technical-operational systems to assume  Cablevisión’s operations and activities; and (ii) as of the Merger Effective Date the transfer of all operations and activities of the Merged Company into

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Telecom Argentina is perfected because the following conditions, to which the Merger is subject, have been fulfilled:

1)the Final Merger Agreement has been executed; and

2)the ENACOM Authorization has been obtained.

As from the Merger Effective Date, Telecom Argentina shall continue with the Merged Company’s operations, causing the applicable operative, accounting and tax effects. As of such date, all assets and liabilities of Cablevisión, as Merged Company, including recordable assets, rights and obligations, shall be incorporated into Telecom Argentina, as Surviving Company and successor.

Section Eight.  Reasons and Purposes of the Merger.

Pursuant to Section 83, Subsection 1), paragraph a), of the CGL, the Parties hereby declare that the Merger agreed upon in this Agreement is made for the purpose of allowing the Parties to offer Convergence Products pursuant to applicable law in an efficient way and as rapidly as possible.

Section Nine. Accounting Documents. Merger’s Special Individual Financial Statements and Merger’s Special Consolidated Financial Statements. Parties’ Representations.

(a)The following documents constitute a part of this Agreement: (i) the Merger’s Special Individual Financial Statements of Telecom Argentina and Cablevisión as of March 31, 2017, attached hereto as Schedules I (A) and I (B), respectively; (ii) the Merger’s Special Consolidated Financial Statements as of March 31, 2017, attached hereto as Schedule II; (iii) the methodology by which the Exchange Ratios were calculated, attached hereto as Schedule III; (iv) Form of Amended Bylaws of Telecom Argentina attached as Schedule IV; and (v) List of Transactions with Cablevisión’s Related Parties (Schedule V). The accounting documents referred to in Schedules I (A) and I (B), and II were prepared by the Parties’ managers on uniform bases and identical valuation criteria, executed by their respective legal representatives, with reports from their respective Supervisory Committees, and certified by a Certified Public Accountant. In particular, the Merger’s Special Individual Financial Statements of Telecom Argentina and Cablevisión as of March 31, 2017 are certified by Independent External Auditors, pursuant to the applicable auditing rules. The Merger’s Special Consolidated Financial Statements as of March 31, 2017 are certified by Independent External Auditors, as required by the Argentine Securities Commission. All Schedules shall be made available to the shareholders and, in turn, the financial statements shall be copied in the applicable corporate books.

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(b)Cablevisión hereby represents to Telecom Argentina as of the date of this Preliminary Merger Agreement:

a.The capital stock of Cablevisión is Argentine pesos 1,200,000,000, consisting of 96,006 Class A shares with a par value of ten thousand Argentine pesos and one vote per share and 23,994 Class B shares with a par value of ten thousand Argentine pesos and one vote per share. All such shares are fully subscribed and paid, and are not subject to any lien; there are no irrevocable contributions for the future subscription of shares which capitalization is pending, there are no options, warrants, securities convertible or exchangeable into shares nor any other rights of third parties to claim the issuance of new shares of any class of Cablevisión;

b.Cablevisión is a corporation (“sociedad anónima”) duly organized and registered before the Office of Corporations (“Inspección General de Justicia”) and has the corporate power to execute this Preliminary Merger Agreement and to carry out the Merger in accordance with the terms provided for in this Preliminary Merger Agreement; the execution of this Preliminary Merger Agreement has been approved by the Board of Directors of Cablevisión at its meeting held on June 30, 2017;

c.the Merger’s Special Individual Financial Statements of Cablevisión as of March 31, 2017 reasonably reflect the economic and financial position of Cablevisión and have been audited by Price Waterhouse & Co. As from the date of these financial statements, no events have occurred which may have caused a material adverse effect in the economic and financial position of Cablevisión or in the results of its operations; there are no material liabilities that should have and have not been reflected in such financial statements or that are not properly provisioned in accordance with the applicable accounting rules;

d.the public information filed by Cablevisión before the National Securities Commission at the Internet site of such Commission does not contain any untrue statement of a material fact or omits to state any material fact necessary to make such information, in light of the circumstances in which it was filed, not misleading;

e.except for the transactions described in the quarterly financial statements of Cablevisión as of March 31, 2017 and in Schedule V to this Agreement, there are no other related party agreements that may be transferred to Telecom Argentina as a result of the Merger.

f.has received a Fairness Opinion from LionTree Advisors LLC, which considers that the Exchange Ratio is fair.

(c)Telecom Argentina hereby represents to Cablevisión as of the date of this Preliminary Merger Agreement:

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a.The capital stock of Telecom Argentina is AR$ 984,380,978, consisting of 502,034,299 Class A Shares with a par value of one Argentine peso and one vote per share; 482,111,931 Class B Shares with a par value of one Argentine peso and one vote per share; and 234,748 Class C Shares with a par value of one Argentine peso and one vote per share. Out of the aggregate of shares representing Telecom Argentina’s capital stock, 15,221,373 Class B Shares have been repurchased by Telecom Argentina and are held as treasury stock, as a result of which the number of outstanding shares on which the calculation of the Exchange Ratio has been made amounts to 969,159,605. All such shares are fully subscribed and paid, and are not subject to any lien; there are no irrevocable contributions for the future subscription of shares which capitalization is pending, there are no options, warrants, securities convertible or exchangeable into shares nor any other rights of third parties to claim the issuance of new shares of any class of Telecom Argentina;

b.Telecom Argentina is a corporation (“sociedad anónima”) duly organized and registered before the Office of Corporations (“Inspección General de Justicia”) and has the corporate power to execute this Preliminary Merger Agreement and to carry out the Merger in accordance with the terms provided for in this Preliminary Merger Agreement; the execution of this Preliminary Merger Agreement has been approved by the Board of Directors of Telecom Argentina at its meeting held on June 30, 2017;

c.the Merger’s Special Individual Financial Statements of Telecom Argentina as of March 31, 2017 reasonably reflect the economic and financial position of Telecom Argentina and have been audited by Price Waterhouse & Co. As from the date of these financial statements, no events have occurred which may have caused a material adverse effect in the economic and financial position of Cablevisión or in the results of its operations; there are no material liabilities that should have and have not been reflected in such financial statements or that is not properly provisioned in accordance with the applicable accounting rules;

d.the public information filed by Telecom Argentina before the National Securities Commission at the Internet site of such Commission does not contain any untrue statement of a material fact or omits to state any material fact necessary to make such information, in light of the circumstances in which it was filed, not misleading;

e.except for the transactions described in the quarterly financial statements as of March 31, 2017 there are no other agreements with related parties of Telecom Argentina.

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f.has received a Fairness Opinion from JP Morgan Securities LLC, which considers that the Exchange Ratio is fair.

Section Ten. Bylaws Amendment.

As a result of the Merger, Telecom Argentina shall adjust and amend its Bylaws in accordance with the form attached hereto as Schedule IV. Consideration of such amendment by Telecom Argentina’s shareholders shall be a special part of the Agenda to be discussed at the Extraordinary Shareholders Meeting to be called for the consideration of this Agreement and shall become effective only as from the Merger Effective Date.

Section Eleven. Opposition Rights. Final Merger Agreement.

Once this Agreement and the other Merger documentation has been approved by the respective shareholders meetings of both Parties, and the Notice has been published and the applicable waiting periods relating to the creditors’ Opposition Rights have expired, the applicable Final Merger Agreement shall be executed by public deed. Pursuant to Decree 267/15, the Final Merger Agreement may be executed subject to the applicable ENACOM authorizations. In addition, the identifying data of the real estate, vehicles and other registrable assets that require identification as a result of the Merger, shall be included in the same public deed, as a result of the Merger, shall be incorporated to the Surviving Company.

Section 12. Corporate Authorizations. Rescisión.

The Parties hereby represent that the terms of this Agreement, as well as all the documents attached hereto as schedules, have been approved by a Board resolution of each of the Parties.

Cablevisión hereby agrees to call its Extraordinary Shareholders Meeting and Telecom hereby agrees to call its Ordinary and Extraordinary Shareholders Meeting within the applicable legal periods, to be held on the same day, for purposes of considering the Merger and all its relating documents pursuant to applicable law.

The Parties may propose and accept amendments to the terms of the Preliminary Merger Agreement until the applicable corporate authorization is obtained. If despite the proposed amendments, approval of the Merger is not obtained by both of the shareholders meetings within six (6) months of the date hereof, any of the Parties may unilaterally terminate this Preliminary Merger Agreement. Termination of this agreement may also be requested pursuant to Section 87 of the CGL.

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Section Thirteen. Business Management and Warranties for Compliance with an Ordinary Administration.

1.Business Limitations. The Parties hereby agree to continue with their ordinary course of business and the ordinary course of their operations and not to become involved in any extraordinay operations or activities that may affect the valuation of the companies or the pre-established Exchange Ratio. The Companies may: (i) distribute cash dividends, both provisional and/or definitive, before the Merger Effective Date, (ii) issue notes (“obligaciones negociables”) with or without a public offering, and obtain bank loans from local or international financial markets as long as the borrower’s aggregate level of financial net liabilities is not higher than three (3) times the company’s EBITDA level of the twelve month period immediately prior to the date of determination.

2.As from the Merger Effective Date, the management and representation of Cablevisión shall be in charge of the managers and representatives of Telecom Argentina pursuant to the terms of Section 84 of the CGL and Telecom Argentina’s bylaws. The Parties shall indicate which officers shall perform all the acts and execute the documents that might be necessary to perform or execute in the name of the Merged Company.

3.Warranties. The Parties agree on the following warranties for complying with a normal management activity until the Merger Effective Date:

a.Supervisory Committee. The Parties hereby agree to organize a Supervisory Committee with eight (8) members, four (4) appointed by Telecom Argentina and four (4) appointed by Cablevisión, who shall be in charge of supervising the companies’ activities in order to ensure compliance with the ordinary course of business and the ordinary course of operations of each company as well as compliance with the contractual conditions with their respective related parties. The members of such committee shall maintain the confidentiality of any information of any of the companies to which they may gain access, and shall only inform the companies’ respective board of directors of any situations detected by them that may affect the ordinary course of business and the ordinary course of operations or the Exchange Ratio.  In addition, the members of such Committee shall request any information that may be necessary to prepare Form F-1 to be filed before the National Antitrust Commission (“Comisión Nacional de Defensa de la Competencia”) pursuant to applicable law.

Related Party Transactions. The Parties hereby agree that any transaction they may enter into or agree to enter into with their respective related parties shall be based on two parameters: (i) that such transaction be convenient for the applicable company; and (ii) that it is made on “market” terms. For purposes of determining if a transaction is made on “market terms” or not, the following shall be

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considered: (1) if its terms are at least as favorable for the company as they are favorable for the rest of the non related counterparties of the related party in the same subject; (2) if its terms are at least as favorable for the company as the terms offered by any other provider similar or reasonably comparable to the applicable related party; (3) the existing “market” parameters, if any, published by chambers of commerce or specialized publications; and (4) the determination made by an independent expert appointed by the company’s representatives, in case they consider it necessary.

Section Fourteen. Regulatory Authorizations. Administrative Authorizations and Approvals by Securities Exchanges and Markets.

The Parties hereby agree to submit as soon as possible, and in any case in compliance with applicable deadlines, all the requests for authorizations that may be necessary for purposes of furthering and perfecting the Merger, before regulatory and administrative authorities and Argentine and foreign securities Exchanges, including the Argentine Securities Commission, the Buenos Aires Stock Exchange, the BYMA, the ENACOM, the United States Securities and Exchange Commission, the New York Stock Exchange, the National Antitrust Commission and any other governmental or other kind of entity as may be necessary.

Section Fifteen. Other Agreements.

a.Technical Assistance Agreement. Cablevisión agrees to terminate the Technical Assistance Agreement before the Merger Effective Date in such a way that as of the Merger Effective Date no pending payment obligations nor responsibilities or adverse consequences exist for Cablevisión that may be transferred to Telecom Argentina as a result of the Merger.

b.Restrictions to the Distribution of Dividends. (a) Cablevisión agrees to call, as soon as possible following the Extraordinary Shareholders Meetings of Telecom Argentina and Cablevisión, a meeting of holders of Cablevisión Notes in order to subject to their consideration the amendment of the contractual restrictions set forth in the terms and conditions of issuance of Cablevisión’s notes, so that, if such amendment is approved, the above mentioned restrictions: (i) are not transferred to Telecom Argentina with respect to the distribution of the aggregate realized and liquid profits of Telecom Argentina earned or existing before the Merger Effective Date, and (ii) following the Merger Effective Date, are applicable to Telecom Argentina solely in the same terms as those existing in the financial obligations of Telecom Argentina; (b) Cablevisión agrees not to assume any contractual restriction to the distribution of dividends additional to the existing restrictions, that may be transferred to Telecom Argentina as a result of the Merger.

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c.Regulatory Aspects.  Taking into account the temporary restriction imposed on Telecom Argentina to provide the Television Subscription Services by Physical Link and/or Radio Electrical Link, the Merger Effective Date is subject, among other conditions, to obtaining the ENACOM Authorization, which is the Regulatory Authority in charge of ensuring compliance with Decree No. 267/2015 and 1340/2016, and the Parties hereby agree to make their best efforts to obtain such authorization.

Section Sixteen. Applicable Law and Jurisdiction.

This Preliminary Merger Agreement is governed by Argentine laws. Any conflicts arising from the interpretation or performance of this Agreement shall be submitted to the jurisdiction of the Ordinary Commercial Courts of the City of Buenos Aires and the Parties hereby expressly waive any other jurisdiction.

IN WITNESS WHEREOF, the Parties execute six (6) counterparts to the same and only effect, one for each of the Parties and the other four (4) for their submittal before the Argentine Securities Commission, the Buenos Aires Stock Exchange, the National Antitrust Commission and the ENACOM, respectively.

By Telecom Argentina S.A.

Mariano M. Ibáñez - President

By Cablevisión S.A.

Alejandro A. Urricelqui - President

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SCHEDULES TO THE PRELIMINARY MERGER AGREEMENT:

Schedules I (A) and I (B): Merger’s Special Individual Financial Statements of Telecom Argentina and Cablevisión as of March 31, 2017.

Schedules II: Merger’s Special Consolidated Financial Statements as of as of March 31, 2017.

Schedule III: Methodology of calculation of the Exchange Ratio.

Schedule IV: Form of Amended Bylaws of Telecom Argentina.

Schedule V: List of Transactions with Cablevisión’s Related Parties.

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Schedule I (A)

Merger’s Special Individual Financial Statements of Telecom Argentina

as of March 31, 2017

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Schedule I (B):

Merger’s Special Individual Financial Statements of Cablevisión

as of March 31, 2017

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Schedule II:

Merger’s Special Consolidated Financial Statements as of as of March 31, 2017.

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Schedule III: Methodology of calculation of the Exchange Ratio

Shares of Telecom Argentina S.A.	969,159,605
Shareholding of T. Argentina combined	45	%
New shares total	2,153,688,011
Shares to be delivered to Cablevisión S.A.	1,184,528,406
Shares of Cablevisión	120,000
Exchange ratio: shares of Telecom Argentina per each share of Cablevisión	9,871.07005
Reference Value of Telecom Argentina S.A. (USD)	5,000,000,000
Number of Shares of Telecom Argentina S.A.	969,159,605
Reference Value per share of Telecom (2)	5.16
Reference Value of Cablevisión S.A. (USD)	6,111,111,111
Number of Shares of Cablevisión S.A.	120,000
Reference Value per share of Cablevisión S.A. (2)	50,925.93

(1) Does not include 15,221,373 of treasury stock.

(2) Determined for the sole purpose of adjusting the exchange ratio.

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Schedule IV: Form of Amended Bylaws of Telecom Argentina

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Schedule V: List of Transactions with Cablevisión’s Related Parties

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EX-99.3

Exhibit 99.3

Execution Version

SHAREHOLDERS AGREEMENT

This SHAREHOLDERS AGREEMENT (as amended, modified or supplemented from time to time, the “Agreement”) dated as of July 7, 2017, is entered into by and among VLG Argentina LLC, a limited liability company organized and existing under the laws of the State of Delaware, USA (“VLG”), Cablevisión Holding S.A., a company organized and existing under the laws of Argentina (“CVH”, and together with CVH’s Permitted Transferees and any Affiliate or Permitted Holder of CVH that becomes the holder of Company Shares upon a VLG Split Off or upon acquisition of Company Shares from any Person other than a CVH Party, the “CVH Parties”, and each a “CVH Party”), Fintech Telecom, LLC, a limited liability company organized and existing under the laws of the State of Delaware, USA (“FT”), Fintech Media, LLC, a limited liability company organized and existing under the laws of the State of Delaware, USA (“FIA”), and Fintech Advisory, Inc., a corporation organized and existing under the laws of the State of Delaware, USA (“Fintech Advisory”, and together with FT, FIA and any of their respective Permitted Transferees and any Affiliate of Fintech Advisory that becomes the holder of Company Shares upon a VLG Split Off or upon acquisition of Company Shares from any Person other than a Fintech Party, the “Fintech Parties”, and each a “Fintech Party”), and GC Dominio S.A., a company organized and existing under the laws of Argentina (“Dominio”).

WITNESSETH:

WHEREAS, Fintech Advisory is the parent company of FT and FIA;

WHEREAS, FT is the direct controlling shareholder of Sofora Telecomunicaciones S.A., (“Sofora”), Sofora is the controlling shareholder of Nortel Inversora S.A. (“Nortel”), Nortel is the controlling shareholder of Telecom Argentina S.A. (“TEO”), and TEO is the controlling shareholder of Telecom Personal S.A. (“Personal”);

WHEREAS, Sofora, Nortel, TEO, and Personal have entered into a preliminary reorganization agreement (Compromiso Prévio de Fusión), dated March 31, 2017, pursuant to which Sofora, Nortel and Personal will be merged into TEO, which will be the surviving entity, and Sofora, Nortel and Personal will be dissolved without liquidation and all of their respective assets and liabilities will be transferred to TEO in accordance with Argentine Corporate Law and the terms of the preliminary reorganization agreement (the “Reorganization”);

WHEREAS, Cablevisión S.A., a company organized and existing under the laws of Argentina (“Cablevisión”), and TEO have entered into a preliminary merger agreement (Compromiso Previo de Fusión) dated June 30, 2017 (the “Preliminary Merger Agreement”) pursuant to which Cablevisión will be merged into TEO, following which the Company will be the surviving entity and Cablevisión will be dissolved without liquidation and all of its assets and liabilities transferred to the Company, as applicable, in accordance with Argentine Corporate Law and the terms of the Preliminary Merger Agreement (the “Merger”); and

WHEREAS, each of the CVH Parties and each of the Fintech Parties deem it in their best interest and in the best interest of their respective Affiliates and the Company to regulate certain of their rights in connection with their interests in TEO and the Company and desire to enter into this Agreement to effectuate its purposes.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and obligations hereinafter set forth and intending to be legally bound hereby, the parties hereto hereby agree as follows:

TABLE OF CONTENTS

					Page
ARTICLE I			DEFINITIONS		2
SECTION 1.1.				Certain Defined Terms	2
SECTION 1.2.				Other Defined Terms	11
SECTION 1.3.				Interpretation	15
ARTICLE II			CORPORATE GOVERNANCE		16
SECTION 2.1.				The Shareholders	16
SECTION 2.2.				Board of Directors	16
SECTION 2.3.				Matters for Consideration by the Board	21
SECTION 2.4.				Shareholder Voting	25
SECTION 2.5.				Board Meetings	26
SECTION 2.6.				Cooperation	26
SECTION 2.7.				Election of Management	26
SECTION 2.8.				CVH Trust	27
SECTION 2.9.				Parties Prior Meetings	28
ARTICLE III			REPORTS, INSPECTION RIGHTS AND OTHER FINANCIAL MATTERS		30
SECTION 3.1.				Right to Inspect Records	30
SECTION 3.2.				Financial Reporting	30
SECTION 3.3.				Shareholder Meeting with Management	30
SECTION 3.4.				Ethical Business Practices	31
ARTICLE IV			TRANSFER OF COMPANY SHARES		31
SECTION 4.1.				General Restriction on Transfers; Transfers to Permitted Transferees	31
SECTION 4.2.				Right of First Refusal	33
SECTION 4.3.				Tag Along Rights	39
SECTION 4.4.				Restrictions on Encumbrances on Shares	40
SECTION 4.6.				Determination of Fair Market Value	41
SECTION 4.7.				Extension of Time Periods for Governmental Approvals	41
SECTION 4.8.				Drag Along Rights	42
ARTICLE V		UNDERWRITTEN OFFERS			45
SECTION 5.1.				Underwritten Offerings	45
SECTION 5.2.				Undertakings of the Company	45
SECTION 5.3.				Piggyback Rights	48
SECTION 5.4.				Allocation of Securities	49
ARTICLE VI	RESTRICTIONS; COMMITMENTS				50
SECTION 6.1.				Corporate Opportunities	50
SECTION 6.2.				Confidentiality	50

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TABLE OF CONTENTS

(continued)

			Page
SECTION 6.3.		Indemnification	51
SECTION 6.4.		Listing of Class B Stock	52
SECTION 6.5.		Company Policies	52
SECTION 6.7.		Acquisition of Company Shares	52
ARTICLE VII	MISCELLANEOUS		52
SECTION 7.1.		Conflicting Agreements	52
SECTION 7.2.		Further Assurances	53
SECTION 7.3.		Amendment and Waiver	53
SECTION 7.4.		Severability	53
SECTION 7.5.		Effective Date	53
SECTION 7.6.		Entire Agreement	53
SECTION 7.7.		Successors and Assigns	53
SECTION 7.8.		Counterparts	54
SECTION 7.9.		Remedies	54
SECTION 7.10.		Notices	54
SECTION 7.11.		Dispute Resolution	55
SECTION 7.12.		Arbitration	55
SECTION 7.13.		Responsibility of the Company and Directors	56
SECTION 7.14.		Governing Law	56

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ARTICLE I

DEFINITIONS

SECTION 1.1.  Certain Defined Terms.  The following terms shall have the following respective meanings:

“Affiliate” means, with reference to a specific Person, any Person that at the time of determination of Affiliate status directly or indirectly, whether through one or more intermediaries, is the Controlling Person of, a Controlled Person of or is under common Control with, such specific Person; provided that no Shareholder shall be deemed an Affiliate of any of the other Shareholders solely by reason of any investment in the Company; and provided, further, that neither the Company nor any Controlled Company shall be deemed an Affiliate of any Shareholder.

“Agreement Ownership Percentage” means, with respect to any Shareholder, the amount of Company Shares held by such Shareholder divided by the amount of Company Shares held by all Shareholders subject to this Agreement, expressed as a percentage.

“Annual Budget” means the comprehensive annual plan of revenues, expenses, capital expenditures, and cashflows of the Company substantially in the form of Annex A.

“Asset Sale” means any direct or indirect sale, conveyance, transfer or lease (that has the effect of a disposition and is not for security purposes) or other disposition (that is not for security purposes) to any Person, other than the Company or a Subsidiary of the Company, in one transaction or a series of related transactions by the Company or a Subsidiary of the Company (including, without limitation, by way of merger, consolidation or Sale and Leaseback Transaction), of (a) any Capital Stock of any Subsidiary of the Company, (b) all or substantially all of any assets of the Company or any Subsidiary of the Company representing a division or line of business, (c) any material license or authorization of the Company or any Subsidiary of the Company pertaining to a TIC Business, or (d) any other properties or assets of the Company or any Subsidiary of the Company other than in the ordinary course of business.

“Board” means the board of directors of the Company.

“Bona Fide Financings” means indebtedness for borrowed money incurred by a Shareholder with a Bona Fide Third Party that is negotiated at an arms’ length basis, including in the form of repurchase transactions, and which may or may not be secured, that does not result in such third party taking solely direct or indirect equity risk in respect of the Company, and provided that prior to or at the time of the Transfer of any Company Shares to such Bona Fide Third Party, such Bona Fide Third Party has agreed in the documentation setting forth the terms and conditions of such financing (x) to subject any further Transfer of such Company Shares to compliance with the terms of Section 4.2 of this Agreement and that, except for the transferor of such Company Shares to such Bona Fide Third Party Purchaser, no other Person shall be a Permitted Transferee, and (y) to authorize the Shareholder party to such financing to disclose to the other Shareholders the name of the Bona Fide Third Party involved, the term of such financing, and the class and number of Company Shares involved, and the Shareholder shall confirm to the other Shareholders that such documentation for the financing contains the agreements in clauses (x) and (y).

“Bona Fide Third Party” means (i) any financial institution of internationally- or nationally-recognized reputation established in any country that is a member of the OECD or Argentina and, solely in the case of a Bona Fide Financing where the Bona Fide Third Party takes title to Company Shares,

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having at the date of determination an investment grade rating for its outstanding long term debt securities as well as any of the financial institutions listed in Annex B.

“Business Day” means any day except a Saturday or Sunday or other day on which commercial banking institutions in New York City and Buenos Aires are authorized or required by law or executive order to be closed.

“Business Plan” means the strategic plan to be prepared by the management of the Company and approved by the Board, that summarizes the operational and financial objectives of the Company for the following three (3) years, to be prepared in accordance with Section 2.3 (b).

“Capital Expenditures” means, with respect to any Person for any period, the sum of all expenditures made directly or indirectly for equipment, fixed assets, real property or improvement thereto or substitutions thereof that have been reflected as additions to property, plant or equipment on a consolidated balance sheet in accordance with IFRS.

“Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, equity-linked securities, convertible debentures, options, participations, rights in or other equivalents (however designated) of such Person’s capital stock or other equity participations, including partnership interests, whether general or limited, in such Person, including any Preferred Stock, and any rights, warrants or options exchangeable for or convertible into such capital stock, whether outstanding on the date hereof or issued thereafter.

“Call Option Agreement” means that certain call option agreement entered into as of the date hereof between CVH and one or more of the Fintech Parties.

“Call Option Pledge” means that certain pledge agreement entered into by FIA and CVH as of the date hereof, as security for CVH’s rights under the Call Option Agreement.

“Category” means any of (i) paid television, (ii) mobile services, (iii) broadband and fixed lines, (iv) information technology and systems and (v) other.

“Category Reallocation Percentage” means (i) with respect to any unused amounts  of a specific line item in paid television, thirty percent (30%), (ii) with respect to any unused amounts of a specific line item in mobile services, thirty percent (30%), and (iii) with respect to any unused amounts of a specific line item in broadband and fixed lines, information technology and systems or other, fifty percent (50%).

“CEO” means the Chief Executive Officer of the Company.

“CFO” means the Chief Financial Officer of the Company.

“Class A Capital Stock” means any and all shares, interests, rights to purchase, warrants, equity-linked securities, convertible debentures, options, participations, rights in or other equivalents (however designated) consisting of, or exercisable or exchangeable for, or convertible into Class A Stock.

“Class A Stock” means any and all ordinary Class A shares of capital stock (acciones Clase A) of the Company, which shares are convertible into shares of Class B Stock at the election of the holder thereof.

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“Class B Capital Stock” means any and all shares, interests, rights to purchase, warrants, equity-linked securities, convertible debentures, options, participations, rights in or other equivalents (however designated) consisting of, or exercisable or exchangeable for, or convertible into Class B Stock.

“Class B Stock” means any and all shares of ordinary Class B capital stock (acciones Clase B) of the Company, whether held directly or in the form of American Depositary Shares.

“Class C Capital Stock” means any and all shares, interests, rights to purchase, warrants, equity-linked securities, convertible debentures, options, participations, rights in or other equivalents (however designated) consisting of, or exercisable or exchangeable for, or convertible into, Class C Stock.

“Class C Stock” means any and all ordinary Class C shares of capital stock (acciones Clase C) of the Company.

“Class D Capital Stock” means any and all shares, interests, rights to purchase, warrants, equity-linked securities, convertible debentures, options, participations, rights in or other equivalents (however designated) consisting of, or exercisable or exchangeable for, or convertible into, Class D Stock.

“Class D Stock” means any and all ordinary Class D shares of capital stock (acciones Clase D) of the Company, which shares are convertible into shares of Class B Stock at the election of the holder thereof.

“CNV” means the Comisión Nacional de Valores.

“Company” means Telecom Argentina S.A. as the surviving entity, and universal successor, upon the effectiveness of the Reorganization and the Merger.

“Company Shares” means issued and outstanding shares of Class A Capital Stock, Class B Capital Stock, Class C Capital Stock and Class D Capital Stock or any other class of equity interests with voting rights issued by the Company; provided that prior to the Merger Effective Date, Company Shares shall mean any outstanding Capital Stock of TEO.

“Consolidated Net Income” means, with respect to any period, the consolidated net income (or loss) of the Company and its Subsidiaries for such period determined in accordance with IFRS, adjusted, to the extent included in calculating such consolidated net income (or loss), by excluding, without duplication, (i) all extraordinary gains or losses (on an after-tax basis) of the Company or any Subsidiary of the Company (net of fees and expenses relating to the transaction giving rise thereto) for such period, (ii) except to the extent actually received by the Company or any Subsidiary of the Company, income derived from or in respect of all Investments in Persons other than any Subsidiary, (iii) the portion of net income (or loss) of a Person allocable to minority interests in unconsolidated Persons for such period except to the extent actually received by the Company or any Subsidiary of the Company (in the form of cash dividends or otherwise), (iv) gains or losses in respect of any Asset Sales (on an after-tax basis and net of fees and expenses relating to the transaction giving rise thereto) during such period and (v) the net income of any Subsidiary of the Company for such period to the extent that the declaration of dividends or similar distributions by that Subsidiary to the Company or any Subsidiary of the Company from that income is not at the time permitted, directly or indirectly, by operation of the terms of its charter or constituent documents or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary.

“Consolidated Operating Cash Flow” means, with respect to any period, (a) (i) total revenues less cost of sales, operating, general, administrative and selling expenses or (ii) operating income (if expressed

4

in the financial statements), (b) excluding in each case depreciation and amortization and impairment of property, plant and equipment and other non-current assets (if expressed in the applicable financial statements) of the Company and its Subsidiaries for such period determined on a consolidated basis in conformity with IFRS.

“Control” means, with reference to a specific Person (other than an individual or a natural person), the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, quotas or equity, by contract or otherwise.

“Controlled Company” means a Person of which the Company is the Controlling Person at the time of determination of Controlled Company status.

“Controlled Person” means, with reference to a specific Person (other than an individual or a natural person), any Person that at the time of determination of Controlled Person status directly or indirectly, whether through one or more intermediaries, is under Control of such specific Person.

“Controlling Person” means, with reference to a specific Person, any Person that at the time of determination of Controlling Person status directly or indirectly, whether through one or more intermediaries, exercises, is entitled to exercise, or has the ability to exercise Control over such specific Person.

“Director” means a member of the Board.

“Director Designee” means a person serving on the Board as a director or alternate director who was designated for election by a Shareholder pursuant to Section 2.2(a).

“Director Number” means, with respect to any Shareholder, (x) the whole number equal to such Shareholder’s Agreement Ownership Percentage multiplied by the Number of Board Members and rounded downward, plus (y) for the Shareholder with the largest Excess Ownership Percentage only, one.

“Dividend Policy”, except as may otherwise be agreed from time to time by the CVH Parties and the Fintech Parties and to the extent permitted by any outstanding contractual or legal obligations of the Company or any of its Subsidiaries, means the distribution of cash dividends in each calendar year in an amount equal to the greater of (i) 50% of the Company’s Excess Cash for the prior fiscal year and (ii) US$300 million; provided that under no circumstances will the Company be required to distribute on account of dividends any amount that would (x) exceed the amounts permitted to be distributed under Argentine law; or (y) require the Company to incur Indebtedness unless the Company can incur Indebtedness having an average life of at least 10 years to finance such dividend payments if with the yields to maturity at the time of incurrence would exceed the yield to maturity of the US Government treasury bond with a remaining life of 10 years at the date of determination plus 500 bps and such incurrence would not cause the aggregate outstanding Indebtedness of the Company and its Controlled Companies (net of any cash escrows dedicated solely to repay Indebtedness) to exceed 3.0 times the Company’s consolidated EBITDA for the last period of twelve (12) months immediately preceding such incurrence of Indebtedness for which consolidated financial statements of the Company are available; or (z) any portion of the amounts that should be distributed pursuant (i) or (ii) above would trigger the application of the “equalization tax” (“impuesto de igualación”) pursuant to Argentine tax law even in case the amounts are distributed under the form of provisional or anticipated dividends (“dividendos anticipados”), provided, however, that in that in the case of (z), the amounts not distributed in such fiscal year shall be added to the amounts that must be distributed in the following fiscal year pursuant to this Policy.

5

“Dominio” means GC Dominio S.A.

“Drag Along Effective Date” means June 30, 2030.

“EBITDA” means the sum of the Consolidated Net Income of the Company and its Subsidiaries determined under IFRS, excluding extraordinary income/losses and income/losses on Affiliates, plus financial income (expense), income tax charges, other non-cash charges and depreciation and amortization charges for the relevant period.

“Effective Date” means the Merger Effective Date, except that Article I, Article IV, Article VI and Article VII shall become effective as of the date this Agreement is executed.

“Enacom” means the Argentine Communications Body (Ente Nacional de Comunicaciones).

“Encumbrance” means any mortgage, pledge, security interest, lien, claim, levy, option, assignment by way of guarantee, easement, privilege, restriction (including any shareholders agreement or voting agreement), attachment or any other charge whatsoever, in each case for the purpose of securing financial indebtedness or financial obligations, or for any other purpose whatsoever.  “Encumber” or “Encumbered” means creating or suffering to exist any such Encumbrance.

“Excess Cash” means for any fiscal year, the (A) Consolidated Operating Cash Flow for that year minus (B)(i) acquisition of property, plant and equipment and materials (including acquisition of intangible assets and any other Investment) as reflected in the Company’s most recent consolidated statements of cash flows for that year, (ii) all income taxes (including minimum notional income taxes but excluding deferred income tax) and other similar taxes of the Company and its Subsidiaries accrued in accordance with IFRS and/or CNV regulations (as required) for such fiscal year, (iii) any amounts prepaid as principal and interest or taxes on such prepaid principal on outstanding debt, including but not limited to payments made with respect to leases, seller financing and payments made to any other Indebtedness during the fiscal year, (iv) any amount required to be paid during the next fiscal year as principal and interest or taxes on such amounts, including but not limited to payments made with respect to leases, seller financing and payments made under the terms of any other Indebtedness, (v) the aggregate amount of interest expense and taxes, other than income tax, not included in the Consolidated Operating Cash Flow as set forth in the consolidated statement of income of the Company and its Subsidiaries for that fiscal year, (vi) 5% of the Consolidated Operating Cash Flow plus (C)(i) any dividends received from non-consolidated subsidiaries, (ii) cash adjustments to reconcile the net income (loss) for the period to net cash provided by operations, as defined in the Company’s most recent consolidated statements of cash flows, provided that such items were not included in the computation of Consolidated Operating Cash Flow, and excluding from this proviso those items included in (v) above, and (ii) changes in assets and liabilities (excluding changed in deferred income tax), as defined in the Company’s most recent consolidated statements of cash flows, excluding changes in accrued interest and related taxes on Indebtedness, plus (D) for any period commencing on January 1 after the Merger Effective Date, an amount equivalent to the deficiency between the Indebtedness of the Company and the amount of Indebtedness necessary to reach a target Indebtedness to EBITDA ratio of the Company of 1.5 times. Excess Cash shall be computed from period to period on a consistent basis.

“Excess Ownership Percentage” means, with respect to any Shareholder, the difference between (x) such Shareholder’s Agreement Ownership Percentage multiplied by the Number of Board Members and (y) the Director Number for such Shareholder.

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“Executive Search Firm” means Egon Zender, Spencer Stewart, Korn Ferry, Amrop or such other internationally reputable executive search firm selected by the Board with the approval of at least one Director nominated by a Fintech Party and at least one Director nominated by a CVH Party.

“Fair Market Value” means, as to the Company, any Company Shares or any other assets or properties (including securities), the cash price at which a willing seller would sell and a willing buyer would buy in an arm’s-length transaction, neither party being under time constraints or under any compulsion to buy or sell, in each case as determined by an Independent Investment Banking Firm selected by the Board.  Whenever the Fair Market Value of the Company is to be determined, such Fair Market Value shall be determined based on a sale of the Company as a going concern in a transaction structured as a sale of 100% of the stock of the Company.

“Financing Pledge” means that certain Encumbrance created in connection with any financing extended to one or more CVH Parties to permit the acquisition of Capital Stock of the Company or of any Person that owns, or after giving effect to the Reorganization will own, directly or indirectly Capital Stock of the Company.

“Governmental Entity” means any federal, state, provincial, county, municipal or local government in Argentina, or any political subdivision of any of the foregoing, or any non-Argentine entity of a type similar to the foregoing, or any entity, authority, agency, ministry, commission, tribunal, arbitral body, court or other similar body exercising executive, legislative, judicial, regulatory or administrative authority or functions of or pertaining to government, including any authority or quasi-governmental entity established to perform any of these functions.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep well, to purchase assets, goods, securities or services (unless such purchase arrangements are on arm’s-length terms and are entered into in the ordinary course of business), to take-or-pay, or to maintain financial statement conditions or otherwise) or (b) entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business.  The term “Guarantee” used as a verb has a corresponding meaning.

“IFRS” means the International Financial Reporting Standards issued by the International Accounting Standards Board from time to time.

“Indebtedness” means with respect to any Person at any date of determination, without duplication, (a) all liabilities of such Person for borrowed money (including overdrafts) or for the deferred purchase price of property or services, excluding any trade payables and other liabilities (including outstanding disbursements) incurred in the ordinary course of business (whether or not evidenced by a note), but including, without limitation, all obligations, contingent or otherwise, of such Person in connection with any letters of credit and acceptances issued under letter of credit facilities, acceptance facilities or other similar facilities, (b) all obligations of such Person evidenced by bonds, notes, debentures or other similar instruments, (c) all indebtedness of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even if the rights and remedies of the seller or lender under such agreement, in the event of default, are limited to repossession or sale of such property), but excluding trade accounts payable arising in the ordinary course of business, (d) all capitalized lease obligations of such Person, (e) all indebtedness referred to in

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(but not excluded from) the preceding clauses of other Persons and all dividends of other Persons, the payment of which is secured by (or for which the owner of such indebtedness has an existing right, contingent or otherwise, to be secured by) any lien upon or with respect to property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such indebtedness (the amount of such obligation being deemed to be the lesser of the value of such property or asset or the amount of the obligation so secured), (f) all Guarantees by such Person of indebtedness referred to in this definition of any other Person, (g) all redeemable capital stock of such Person valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid dividends, (h) any liability of such Person under or in respect of interest rate agreements or currency agreements and (i) any seller and vendor financing.  For purposes hereof, the “maximum fixed repurchase price” of any redeemable capital stock which does not have a fixed repurchase price shall be the fair market value of such redeemable capital stock, such fair market value shall be determined in good faith by the Board and evidenced by a Board resolution.  Indebtedness shall not include (a) obligations of any Person (i) arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business, provided that such obligations are extinguished within two (2) Business Days of their incurrence unless covered by an overdraft line, (ii) resulting from the endorsement of negotiable instruments for collection in the ordinary course of business and consistent with past business practices and (iii) under stand-by letters of credit to the extent collateralized by cash or cash equivalents and (b) obligations under performance bonds, performance guarantees, surety bonds and appeal bonds, letters of credit or similar obligations incurred in the ordinary course of business.

“Independent Investment Banking Firm” means an investment banking firm of internationally recognized standing that is, in the reasonable judgment of the Person engaging such firm, qualified to perform the task for which it has been engaged and which has not received remuneration from such Person (or any of its Affiliates) in excess of US$1.0 million (exclusive of fees, commissions and discounts received by such firm as part of an underwriting syndicate in which such firm was not the lead or co-lead manager ) during the 24 month period preceding such engagement.

“Investment” in any Person means, directly or indirectly, any advance, loan, account receivable (other than an account receivable arising in the ordinary course of business) or other extension of credit (including, without limitation, by way of guarantee or similar arrangement) or capital contribution to any Person, the purchase or other acquisition of any stock, bonds, notes, debentures or other securities issued by such Person, or the acquisition (by merger, purchase or otherwise) of all or substantially all of the business or assets of such Person.

“Key Employee” means, with respect to the Company and any Significant Subsidiary, each of the Chief Executive Officer, Chief Operating Officer, Chief Technical Officer, Chief Financial Officer, and any other officer or employee having a direct line of reporting to the Chief Executive Officer, a direct line of reporting to the Vice Chairman of the Board, such as the Internal Auditor, or a joint line of reporting to the Chief Executive Officer and the Vice Chairman of the Board or the Deputy CEO (Subgerente General) (or, in all cases, any other officer or employee holding commensurate responsibilities) or any other position expressly designated as “Key Employee” such as the Director of Supply (Director de Abastecimiento), Legal Director (Director de Legales), Human Resources Director, Regulatory Affairs Director, Institutional Relationship Director and the Chief of Compliance.

“Marketable Securities” means securities which are traded on a national securities exchange in the United States or otherwise actively traded over-the-counter in the United States and are not subject to restrictions on transfer as a result of applicable contract provisions, the provisions of the Securities Act (other than the volume and method-of-sale restrictions of Rule 144 promulgated thereunder or any successor thereto) or the provisions of any other applicable securities laws or regulations

8

“Merger Effective Date” means the date upon which the Merger shall become effective pursuant to the terms of the Preliminary Merger Agreement.

“Minimum CVH Threshold” means (i) prior to the closing of the Call Option Agreement, a percentage of Company Shares equal to the percentage of Company Shares to be held by the CVH Parties in the aggregate as a result of the Merger in accordance with the terms of the Preliminary Merger Agreement (including the Company Shares directly or indirectly to be held by the CVH Parties and the Company Shares contributed by or on behalf of any CVH Party to the CVH Trust), or (ii) following the closing of the Call Option Agreement, the sum of (x) a percentage of Company Shares equal to the percentage of Company Shares to be held by the CVH Parties in the aggregate as a result of the Merger in accordance with the terms of the Preliminary Merger Agreement (including the Company Shares directly or indirectly to be held by the CVH Parties and the Company Shares contributed by or on behalf of any CVH Party to the CVH Trust) plus (y) a percentage of Company Shares equal to the percentage of Company Shares held by the CVH Parties in the aggregate on the closing of the Call Option Agreement, immediately after giving effect to the transactions set forth under such Call Option Agreement (including the Company Shares directly or indirectly held by the CVH Parties and the Company Shares contributed by or on behalf of any CVH Party to the CVH Trust); provided that at the relevant time of determination the Minimum CVH Threshold shall only be satisfied if the Trustee Condition is satisfied (whether or not the CVH Trust remains in effect).

“Minimum Shareholders Amount” means, with respect to each of (i) the CVH Parties, jointly, and (ii) the Fintech Parties, jointly, at the time of determination, the direct or indirect ownership of a number of Company Shares, including any Company Shares contributed to and held by the CVH Trust, equal to or greater than: (a) ten percent (10%) or more of the aggregate number of Company Shares, at the time of determination for purposes of (1) designating one member to the Executive Committee and (2) designating the corresponding number of members to the Statutory Supervisory Committee, (b) fifteen percent (15%) of the aggregate number of Company Shares, or in the case of FT at least one Company Share contributed to the CVH Trust, at the time of determination for purposes of: (1) exercising veto rights in respect of the Veto Matters listed in Section 2.3(a)(i) to (xxi) under the Agreement, (2) designating the corresponding number of members to the Statutory Audit Committee, (3) selecting an Independent Investment Banking Firm pursuant to Section 4.6, (4) exercising its rights under Section 4.8, (5) exercising its rights under Article V and (6) exercising its consent right under Section 2.3(c); and (c) twenty percent (20%) or more of the aggregate number of Company Shares, or in the case of FT at least one Company Share contributed to the CVH Trust, at the time of determination for purposes of (1) designating the Vice Chairman of the Board; (2) exercising the right to designate the CFO and Internal Auditor and veto rights in respect of the designation of the remaining Key Personnel under Section 2.7 of this Agreement; (3) designating two members of the Executive Committee; and (4) exercising veto rights in respect of the Veto Matters listed in Section 2.3(a)(iii), Section 2.3(a)(xxii) and Section 2.3(a)(xxiii); provided that if either the CVH Parties, jointly, or the Fintech Parties, jointly, as applicable, at any time directly or indirectly hold a total number of Company Shares (including any Company Shares contributed by such Parties to and held by the CVH Trust at such time) below any of the previously described thresholds, such Parties (or Party, if applicable) be automatically deemed to have forfeited each and all of the rights associated with such threshold and will not recover the forfeited rights through the subsequent acquisition of Company Shares.

“Number of Board Members” means eleven (11) as may be increased in accordance with Section 2.2(a).

“Ownership Percentage” means the percentage of Company Shares held from time to time by any Shareholder.

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“Parent” means with respect to (i) any of the CVH Parties, CVH, and Dominio (in the case of Dominio, solely with respect to Sections 4.2(j) and (k)); (ii) any of the Fintech Parties, FT, FIA and Fintech Advisory (in the case of Fintech Advisory, solely with respect to Section 4.2(l)) and; and (iii) any other Shareholder, the Person that Controls such other Shareholder directly or indirectly and is not in turn Controlled by any other Person.

“Permitted Holders” means (a) Dominio and any of its successors and Affiliates, any limited partnership of which any of them or their successors or Affiliates is the general partner and any investment fund controlled or managed by any of them or their successors or Affiliates, and (b) any of (i) Ernestina Laura Herrera de Noble, Hector Horacio Magnetto, José Antonio Aranda, Lucio Rafael Pagliaro and their legitimate heirs by reason of death, (ii) any Privileged Relatives of any of the individuals set forth in sub-clause (b)(i) of this definition, (iii) any trust the beneficiaries of which include any of the individuals set forth in sub-clause (b)(i) of this definition and/or any Privileged Relatives of any of such noted individuals, and (iv) any Person (other than an individual) directly or indirectly majority owned or controlled by one or more individuals set forth in sub-clause (b)(i) of this definition and/or any Privileged Relatives of any Permitted Holder or any one or more trustees of any trust set forth in clause (b)(iii) of this definition acting in such capacity.

“Permitted Transferee” means with respect to any Shareholder, an Affiliate of such Shareholder and in the case of any CVH Party, any Permitted Holder.

“Person” means any individual, estate, corporation, limited or unlimited liability company, partnership, proprietorship, joint venture, association, joint-stock company, investment fund, trust, union or unincorporated organization or other group, entity or organization, including a Governmental Entity.

“Preferred Stock” means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated) of such Person’s preferred or preference stock, whether outstanding on the date hereof or issued thereafter, and includes, without limitation, all classes and series of such preferred or preference stock of such Person.

“Principal Dragged Shareholder” means either the Dragged Shareholder with the largest Agreement Ownership Percentage or any other Party hereto (other than the Dragging Shareholder) whom the Dragged Holder with the largest Agreement Ownership Percentage designates as the Principal Dragged Shareholder.

“Privileged Relatives” means, in relation to an individual, his or her spouse and any relative of such individual with a common ancestor up to the second degree (including adopted children who have been adopted during their minority and step-children who have acquired that relationship with such individual or with any such relative during their minority) and any spouse of any such relative.

“Requisite Expenditures” means the amount of any Capital Expenditures necessary to maintain in good working order the facilities, equipment and systems of the Company including the renewal or replacement of any material that has become obsolete.

“Sale and Leaseback Transaction” means any transaction or series of related transactions pursuant to which the Company or a Subsidiary of the Company sells or transfers any property or asset in connection with the leasing, or the resale against installment payments, of such property or asset to the seller or transferor.

“Securities Act” means the U.S. Securities Act of 1933, as amended, and all rules and regulations thereunder.

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“Shareholder” means any Class A Shareholder, Class B Shareholder or Class D Shareholder that is party to or bound by provisions of, this Agreement (other than a Bona Fide Third Party with respect to any Bona Fide Financings entered into).

“Significant Subsidiary” means a Subsidiary of the Company the assets of which, as of the date of the most recent audited consolidated balance sheet of the Company as of the date of determination, account for at least 10% of the consolidated assets of the Company.

“Subsidiary” means, with respect to any Person, any other Person of which at least 50% of the equity ownership or voting stock is owned, directly or indirectly, by such Person and/or one or more of the Subsidiaries of such Person.

“Third Party” means any Person other than (i) a Shareholder and (ii) any Affiliate of a Shareholder.

“TIC Business” means any cable television or telecommunications business in South America, including those that qualify as services of information and communications technology (servicios de tecnología de la información y communicaciones or servicios TIC) pursuant to Argentine law.

“Transfer” means any sale, assignment, alienation, gift, exchange, conveyance, transfer, option, issuance, short sale, swap, derivative transaction or other direct or indirect disposition whatsoever, or any agreement to do any of the foregoing, whether for value or not, whether voluntary or involuntary of any Company Shares or any interest therein, including any voting power or dispositive control over any Company Shares but excluding any Transfer to the CVH Trust or from the CVH Trust to the Person that contributed the released Company Shares to the CVH Trust (or any Permitted Transferee of such Person), or pursuant to a Bona Fide Financing, or the conversion of such Company Shares to another class of Company Shares or pursuant to a general transfer of an inheritance estate upon death of an individual; provided, however, that none of the VLG Split Off, (ii) the Call Option Pledge, or the (iii) the Financing Pledge shall be considered a “Transfer” under this definition or for purposes of Article IV.  The term “Transfer” shall refer to a single transaction or collectively to a series of related transactions.

“Vehicle” means any Person substantially all of the assets of which consist of Company Shares or direct or indirect interests therein.

“Veto Third Party Shareholder” means, the Third Party Shareholder that, together with its Permitted Transferees, (i) has acquired from the Fintech Parties following the Merger Effective Date at least 20% of the outstanding Company Shares and (ii) has become a party hereto in accordance with Section 4.2(f), and (iii) at the relevant time of determination, has an Agreement Ownership Percentage (x) of at least 20% and (y) greater than the Fintech Parties, in the aggregate, and any other Third Party Shareholder at any given point in time.

“Veto Third Party Shareholder Representative” means such individual as shall be designated by any Veto Third Party Shareholder upon becoming a Party to this Agreement.

“VLG Split Off” means the split off of VLG between CVH and FIA ratably to their respective Capital Stock ownership therein.

SECTION 1.2.  Other Defined Terms.  Each of the following terms is defined in the Section indicated below:

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Defined Term	Section
2014 SPA	4.7
25% Holder	4.1(f)
Accretion Period	4.2(c)
Agreement	Preamble
Arbitrator	7.13
Anticipated Termination Event	2.8(e)
Binding Offer	4.8(c)
Blocking Price	4.8(c)
Buyer	4.3(a)
Class A Shareholder	2.1(a)
Class A Trust Shares	2.8(b
Class B Shareholder	2.1(a)
Class D Shareholder	2.1(a)
Class D Trust Shares	2.8(c)
Company	1.1
Company Communications	2.2(k)
CVH	Preamble
CVH Free to Sell Date	4.2(k)
CVH Majority Ownership Requirement	2.2(a)
CVH Parties	Preamble
CVH ROFR Acceptance Notice	4.2(k)
CVH ROFR Defaulting Shareholder	4.2(k)
CVH ROFR Election Period	4.2(k)
CVH ROFR Notice	4.2(k)
CVH ROFR Purchase Price	4.2(k)
CVH ROFR Election Period	4.2(k)
CVH Sale Agreement	4.2(k)
CVH Selling Shareholder	4.2(k)
CVH Trust	2.8(a)
CVH Trust Agreement	2.8(a)
CVH Trust Termination Event	2.8(e)
Deadlock	2.9(g)
Director Designation	2.2(a)

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Defined Term	Section
Director Designee Nominee	2.2(a)
Dispute	7.11
Dispute Notice	7.11
Dominio Free to Sell Date	4.2(j)
Dominio ROFR Acceptance Notice	4.2(k)
Dominio ROFR Defaulting Shareholder	4.2(k)
Dominio ROFR Election Period	4.2(k)
Dominio ROFR Notice	4.2(k)
Dominio ROFR Purchase Price	4.2(k)
Dominio ROFR Election Period	4.2(k)
Dominio Sale Agreement	4.2(k)
Drag Date	4.8(f)
Drag Deadline	4.8(i)
Dragged Shareholders	4.8(a)
Dragged Shares	4.8(a)
Dragging Shareholder	4.8(a)
Drag Notice	4.8(a)
Drag Transaction	4.8(k)
Eligible Substitutes	2.8(d)
Execution Date	4.3(a)
FIA	Preamble
Filing Documents	5.2(b)(i)
Filing Expenses	5.2(f)
Fintech Advisory	Preamble
Fintech Free to Sell Date	4.2(l)
Fintech Parties	Preamble
Fintech ROFR Acceptance Notice	4.2(l)
Fintech ROFR Defaulting Shareholder	4.2(l)
Fintech ROFR Election Period	4.2(l)
Fintech ROFR Notice	4.2(l)
Fintech ROFR Purchase Price	4.2(l)
Fintech ROFR Election Period	4.2(l)
Fintech Sale Agreement	4.2(l)

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Defined Term	Section
Fintech Selling Shareholder	4.2(l)
Free to Sell Date	4.2(f)
ICC Rules	7.12
Indemnified Party	6.3
Indemnifying Party	6.3
Interim Relief	7.12
Manager	5.4
Material Approvals	4.7
Merger	Preamble
Minimum Price Differential	4.8(d)
Negotiation Period	4.8(b)
Non-Binding Offer	4.8(b)
Offeree Shareholder	4.2(a)
Official	3.4
Participating Tag Along Sale Agreement	4.3(c)
Participating Tag Along Members	4.3(c)
Parties Prior Meeting	2.9(a)
Preliminary Merger Agreement	Preamble
Preliminary Reorganization Agreement	Preamble
Pricing Notice	4.8(c)
Pricing Notice Period	4.8(c)
Proposed Fintech Purchaser	4.2(l)
Proposed Purchaser	4.2(a)
Related Party Transaction	2.2(i)
Relevant Shares	6.6(7)
Removal Notice	2.2(g)
Retained Economic Interest	4.1(g)
Reorganization	Preamble
Replacement Director Designee Nominee	2.2(g)
ROFR Acceptance Notice	4.2(b)
ROFR Defaulting Shareholder	4.2(h)
ROFR Election Period	4.2(a)
ROFR Notice	4.2(a)

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Defined Term	Section
ROFR Offer	4.2(a)
ROFR Purchase Price	4.2(a)
ROFR Shares	4.2(a)
Rules	7.12
Sale Agreement	4.2(d)
Sale Number	5.4
Selling Shareholder	4.2(a)
Statutory Audit Committee	2.2(d)
Statutory Supervisory Committee	2.2(f)
Tag Along Election Period	4.3(a)
Tag Along Right	4.3(a)
Tag Along Sale Agreement	4.3(a)
Tag Along Share Number	4.3(a)
Tag Along Shareholder	4.3(a)
Tag Right Acceptance Notice	4.3(b)
Tag Right Notice	4.3(a)
TEO	Preamble
Third Party Buyer	4.8(g)
Trust Shares	2.8(c)
Trustee Condition	2.8(d)
Transferred Interest	4.1(g)
Underwritten Offering	5.1
Underwritten Offering Request	5.1
Underwritten Offering Request Notice	5.1
Vacating Director	2.2(g)
Valid Business Reason	5.2(c)
Veto Matter	2.4
Veto Shareholder	2.4
VLG	Preamble

SECTION 1.3.  Interpretation.  When a reference is made in this Agreement to Articles, Sections, Annexes or Schedules, such reference is to an Article, Section, Annexes or Schedule (as the case may be) of this Agreement, unless otherwise indicated.  When a reference is made in this Agreement to a “party” or “parties”, such reference shall be to a party or parties to this Agreement, unless otherwise indicated.  The table of contents and headings contained in this Agreement are for reference purposes only and shall

15

not affect in any way the meaning or interpretation of this Agreement.  Whenever the word “include”, “includes” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”.  The use of any gender herein shall be deemed to be or include the other gender and the use of the singular herein shall be deemed to be or include the plural (and vice versa), wherever appropriate.  The use of the words “hereof”, “herein”, “hereunder”, and words of similar import shall refer to this entire Agreement, and not to any particular Article, Section, subsection, clause, paragraph or other subdivision of this Agreement, unless the context clearly indicates otherwise.  Any references to direct or indirect ownership of Company Shares shall include any Company Shares subject to a Bona Fide Financing, (whether or not legal title to such Company Shares is transferred to a Bona Fide Third Party prior to such release) insofar as the Bona Fide Third Party shall not have become released by the terms of such Bona Fide Financing from its obligation to re-Transfer all Company Shares subject to such Bona Fide Financing to the Shareholder.

ARTICLE II

CORPORATE GOVERNANCE

SECTION 2.1.  The Shareholders.  (a) The parties hereby agree that for all purposes under this Agreement, only the Parent of each record owner of any Company Shares shall be deemed the owner of such Company Shares (a “Class A Shareholder”, “Class B Shareholder” or “Class D Shareholder”, as applicable) and shall have the right to exercise and the obligation to comply with the terms and conditions of this Agreement, and each Parent shall cause each of its Affiliated owner of record of Company Shares (whether currently held or acquired after the date hereof) to comply with, the terms and conditions of this Agreement, either directly or by causing such Affiliated record owner to vote or otherwise take action on its behalf. Further, no later than on the fifth Business Day following the entering into of a Bona Fide Financing, each Shareholder agrees to submit to the other Shareholders a certificate setting forth the name of the Bona Fide Third Party involved, the term of such Bona Fide Financing, the class and number of Company Shares involved, and a confirmation to the other Shareholders that the documentation for the financing contains the agreements in clauses (x) and (y) of the definition of Bona Fide Financing.

(b) In the event that VLG is a record owner of any Company Shares following the Merger Effective Date, CVH and Fintech Advisory agree to consummate the VLG Split Off as soon as practicable.  After giving effect to such Split Off, any Affiliate of CVH or Fintech Advisory that becomes the record owner of Company Shares as a result thereof and that is not a Shareholder shall become a party to this Agreement and agree to be bound by all of the terms and conditions hereof.  Upon becoming a party to this Agreement, such Person shall, as to the Company Shares so acquired, be considered a CVH Party or Fintech Party, as applicable and shall enjoy the same rights and be subject to the same obligations as each other CVH Party or Fintech Party, as applicable.  Until such time as the VLG Split Off is consummated, CVH and Fintech Advisory hereby agree that they shall each be deemed a Shareholder with respect to the Company Shares held by VLG based on their respective ownership interests in VLG, including any indirect interests in the Company that CVH may agree to acquire from Fintech Advisory in the form of additional membership interests in VLG, and that for the purpose of determining the ownership interests of each of CVH and Fintech Advisory in the Company, including their Ownership Percentage and their Agreement Ownership Percentage, their indirect ownership interests in the Company held, directly or indirectly, through VLG will be considered as if each of them in the aggregate directly or indirectly, and not VLG, were the direct owner of such ownership interest.

SECTION 2.2.  Board of Directors.  The parties hereby agree that:

(a)The Board shall consist of eleven (11) members and may be increased up to seventeen (17) members as agreed between the CVH Parties and the Fintech Parties.  Each Shareholder shall be entitled

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to designate to the other Shareholders (a “Director Designation”), not less than ten (10) days prior to any shareholders meeting at which directors of the Company are to be elected, (i) a number of designees for election as Directors equal to such Shareholder’s Director Number and (ii) one (1) alternate director for each director it so designates (each, a “Director Designee Nominee”); provided that for as long as (i) the CVH Parties hold at least the Minimum CVH Threshold and (ii) either (A) the CVH Trust is in effect and the CVH Trust together with the CVH Parties are entitled to exercise in the aggregate the voting rights of more than 50% of the outstanding Company Shares or (B) the CVH Parties and the Fintech Parties collectively hold in the aggregate directly and indirectly more than 50% of the outstanding Company Shares (together, (i) and either of the circumstances contemplated in (ii), the “CVH Majority Ownership Requirement”), CVH shall be entitled to designate to the other Shareholders the majority of the Director Designee Nominees for election as Directors and one (1) alternate director for each director it so designates.  Each Director Designation shall identify which nominees shall be considered nominated by the Class A Shares and which nominees shall be considered nominated by the Class D Shares for purposes of exercising veto rights in respect of Veto Matters at the Board of the Company pursuant to the amended Bylaws of the Company.  If a timely Director Designation is not received from a Shareholder in advance of a meeting at which Directors are to be elected, then that Shareholder shall be deemed to have re-designated its incumbent Director Designees.  Each Shareholder shall ensure that not less than one-half of its Director Designee Nominees and Director Designees (who are not otherwise Director Designee Nominees) are residents of Argentina and that each Director Designee Nominee complies with all applicable requirements of Argentine law.  Each Shareholder agrees to vote its Company Shares in favor of the election to the Board of each Director Designee Nominee of the other Shareholders designated in accordance with this Section 2(a). Nothing in this Agreement shall affect the right of a Shareholder owning a minority quantity of Company Shares to exercise its cumulative voting rights for the election of up to one third of the members of the Board pursuant to Argentine law.  The CEO may not be a member of the Board. For as long as CVH is entitled to nominate the majority of the Board it shall be entitled to nominate the Chairman of the Board and the Fintech Parties shall be entitled to nominate the Vice-Chairman of the Board if they collectively hold the corresponding Minimum Shareholders Amount, provided that the right to designate the Vice-Chairman shall be exercised by any Person that qualifies as the Veto Third Party Shareholder hereunder for as long as it qualifies as such.  In the event that (i) the Fintech Parties own a quantity of Company Shares larger than the quantity of Company Shares held by the CVH Parties and (ii) the CVH Majority Ownership Requirement is no longer satisfied, Fintech Advisory shall be entitled to nominate the Chairman of the Board and CVH shall be entitled to nominate the Vice-Chairman of the Board to the extent it owns the corresponding Minimum Shareholders Amount. For the purposes of applicable Argentine law, subject to the Inspección General de Justicia (“IGJ”) and CNV granting its approval of the Bylaws of the Company in the form contemplated by this Agreement, the legal representation of the Company shall be held jointly by the Chairman and the Vice-Chairman of the Board, provided, however, that if the IGJ and/or the CNV do not grant their approval with respect to such joint representation, the legal representation of the Company shall be held by the Chairman of the Board. For the purpose of giving effect to this Section 2.2(a), upon consummation of the Merger Effective Date, the Fintech Parties shall promptly obtain the resignation of no less than six (6) members of the Board with immediate effect after having convened a meeting of the Company’s shareholders which shall include in its agenda the election of at least six (6) members of the Board, at which meeting the Fintech Parties shall take such measures as shall be needed to ensure that the provisions of this Section 2.2(a) permitting CVH to designate a majority of the Board are honored.  In the event the Number of Board Members is increased to more than eleven (11) members, (x) the total Number of Board Members shall remain an odd number and (y) for so long as the CVH Parties satisfy the CVH Majority Ownership Requirements, the CVH Parties shall be entitled to designate the majority of the members of the Board in accordance with the procedures set forth in this Section 2.2(a).

(b)(i) The Parties agree that for as long as the CVH Parties satisfy the CVH Majority Ownership Requirement, CVH shall be considered the shareholder entitled to designate to the other shareholders the

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majority of the Director designee nominees for election as Directors and (1) one alternate director for each director it so designates.

(ii)The Parties agree to attach the initial list of Director Designee Nominees and members of the Statutory Supervisory Committee designee nominees to be voted by the Parties at the first shareholders’ meeting following the Merger Effective Date as a supplement hereto prior to the Merger Effective Date. In the event that any of the minority shareholders of the Company exercises cumulative voting rights under Argentine law for the election of any members of the Board at any meeting of shareholders, the number of Directors selected by the Shareholder with the lowest Shareholder Director Number shall be reduced by the number of directors and alternates elected by such minority shareholder; provided that if there are more than two (2) Shareholders, reductions shall be applied ratably among all Shareholders other than the Shareholder with the highest Shareholder Director Number, beginning with the Shareholder with the lower Shareholder Director Number.  For the avoidance of doubt, for as long as the CVH Parties satisfy the CVH Majority Ownership Requirement, CVH will be deemed to have the highest Shareholder Director Number for purposes of this Section 2.2.

(c)Subject to Section 2.2(a), each Shareholder shall use its reasonable best efforts to cause each Director Designee Nominee for a particular shareholders meeting at which Directors are to be elected to be included in the slate of nominees submitted to the shareholders of the Company at that meeting.

(d)The parties agree to cause the Company’s statutory audit committee (the “Statutory Audit Committee”) to be comprised of three members and three alternate members who shall also be directors or alternate directors of the Company.  For as long as it shall hold, directly or indirectly, the Minimum Shareholders Amount, CVH shall have the right to designate from its Director Designees two members and two alternate members for election to the Statutory Audit Committee, and for so long as Fintech Advisory shall hold, directly or indirectly, the Minimum Shareholders Amount, or there is a Veto Third Party Shareholder, Fintech Advisory or such Veto Third Party Shareholder, as applicable, shall have the right to designate from its Director Designees one member and one alternate member for election to the Statutory Audit Committee. Each Shareholder shall use its respective best efforts to cause its Director Designees to vote in favor of the election of the Director Designees for election to the Statutory Audit Committee validly designated in accordance with this Section 2.2(e).  No Director Designee may serve on the Statutory Audit Committee unless he or she meets (i) all the requirements of Argentine law for service on such committee; and (ii) all of the requirements for director independence set forth in New York Stock Exchange Listed Company Manual as amended from time to time.  In addition, the two Director Designees designated by CVH shall meet all of the requirements for director independence established by the CNV

(e)For as long as CVH satisfies the CVH Majority Ownership Requirement (i) CVH shall have the right to designate three members and three alternate members for election to the Company’s statutory supervisory committee (Comisión Fiscalizadora) (the “Statutory Supervisory Committee”), which shall be composed of five members and five alternate members, and (ii) for so long as the Fintech Parties hold, directly or indirectly, the Minimum Shareholders Amount, or a Shareholder qualifies as a Veto Third Party Shareholder, the fourth and or the fifth member of the Statutory Supervisory Committee shall be designated by Fintech Advisory or the Veto Third Party Shareholder, as applicable.  Each Shareholder agrees to vote its Company Shares in favor of the election of such designees to the Statutory Supervisory Committee, provided that each such designee meets all of the requirements of Argentine law for service on such committee.

(f)Each Shareholder shall promptly vote its Company Shares for the removal (with or without cause) from the Board of any Director or alternate director if the Shareholder that designated the director or alternate director requests such removal or (ii) if the CVH Parties cease to satisfy the CVH Majority

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Ownership Requirement, and Fintech Advisory requests such removal to enable the Fintech Parties to designate a number of members of the Board commensurate with their aggregate ownership of Company Shares.  Such removal request shall be made by a written notice, in the case of clause (i) specifying the name of the Director to be removed and in the case of clause (ii) specifying the number of Directors designated by the other Parties to be removed, (a “Removal Notice”), delivered to the other Shareholders.  No Shareholder shall cause, or seek to cause, the removal from the Board of any Director or alternate director designated by any other Shareholder pursuant to Section 2.2(a) except in compliance with the preceding sentence.  Each Shareholder shall take all necessary action to cause a meeting of the Company’s shareholders to be called promptly after receipt of a Removal Notice for the purpose of voting on the removal of the Director Designee so specified in the Removal Notice.  Each Shareholder shall use its reasonable best efforts to cause the prompt removal from the Statutory Audit Committee or the Statutory Supervisory Committee, at the request of (i) any CVH Party, in the case of any member of any such Committee designated by CVH, (ii) any Fintech Party, in the case of any member of any such Committee designated by Fintech Advisory, and to replace such member with the designee of the requesting Shareholder, (iii) and any Veto Third Party Shareholder, in the case of any member of any such Committee designated by such Shareholder.

(g)If, as a result of death, disability, retirement, resignation, removal (with or without cause) or otherwise, a Director designated pursuant to Section 2.2(a) vacates the Board (a “Vacating Director”), then the Shareholder that designated such Vacating Director pursuant to Section 2.2(a) shall be entitled to designate to the other Shareholders a replacement Director Designee Nominee (who meets all applicable requirements of Argentine law) to fill the vacancy so created (a “Replacement Director Designee Nominee”).  Each Shareholder shall take all reasonable action necessary to cause a meeting of the Company’s shareholders to be called promptly after the creation of such vacancy to vote on the election of the Replacement Director Designee Nominee to fill the vacancy caused by the Vacating Director; provided that if a director is removed at a shareholders meeting, the Replacement Director Designee Nominee shall be nominated for election to fill such vacancy at the same meeting (if permitted by applicable law).  The Shareholders shall vote at any such meeting all of their respective Company Shares, in favor of the election to the Board of the Replacement Director Designee Nominee to fill the vacancy on the Board so created.  The other Shareholders will also use their reasonable best efforts, if requested by the Shareholder designating the Replacement Director Designee Nominee, to cause the Replacement Director Designee Nominee (or any other Director Designee of that Shareholder then serving on the Board) to be promptly appointed to fill any vacancy on committee(s) of the Board and the Statutory Audit Committee caused by the Vacating Director.  The provisions of this Section 2.2(h) shall also apply, mutatis mutandi, in the case of a Director Designee who vacates a position on the Statutory Supervisory Committee.

(h)For as long as they shall respectively satisfy the CVH Majority Ownership Requirement and hold directly or indirectly, the Minimum Shareholders Amount, the CVH Parties and the Fintech Parties or the Veto Third Party Shareholder, as applicable, shall each have the right to apply the respective same procedure applicable to the election of members of the Board of the Company in respect of the election of members of the board of directors of each Controlled Company. The Company shall cause the members of the board of directors of each Controlled Company to be the Persons identified by CVH and Fintech Advisory or the Veto Third Party Shareholder, as applicable, in accordance with this Agreement. If, as a result of death, disability, retirement, resignation, removal (with or without cause) or otherwise, any Persons identified shall vacate the board of directors of a Controlled Company, then the Shareholder that designated such vacating director shall be entitled to designate and cause the election of a replacement director (who shall meet all applicable requirements of Argentine law) to fill the vacancy so created and the Company and the Shareholders shall take all necessary action to elect such replacement director.  The approval or rejection of any matter by the board of directors of a Controlled Company shall be decided by the unanimous vote of the directors designated by CVH and Fintech Advisory.  If the board of directors of

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a Controlled Company is unable to make a decision with respect to any matter, such matter shall be submitted to the Board and decided in accordance with Section 2.3.

(i)(i) The Parties agree that any transaction, arrangement, agreement or contractual relationships between the Company or any Controlled Company, on the one hand, and a Shareholder, its Affiliates or its Subsidiaries, on the other hand (other than the Company or a Controlled Company) (a “Related Party Transaction”) must be conducted on terms no less favorable to the Company or such Controlled Company than arms’ length terms. All Related Party Transactions must be submitted to the Executive Committee. In case the Executive Committee cannot reach a unanimous decision in respect of the arms’ length terms of a Related Party Transaction or in respect of the renewal, termination or engagement in a Related Party Transaction, such Related Party Transaction shall be submitted to the Board for its consideration. The Shareholder involved directly or indirectly through its Affiliates or Subsidiaries in such transaction, arrangement, agreement or Related Party Transaction shall abstain from exercising its voting rights and any other rights provided in this Agreement in respect of such Related Party Transaction and shall cause its relevant Director Designees to abstain from voting in respect of such matter  the decision passed by the Director Designees of the other Shareholder in respect of such Related Party Transaction at the Company or any Controlled Company as it may correspond. The unrelated Shareholder or its Director designees entitled to consider such matter at the Board shall make its determination taking into consideration the convenience of such Related Party Transaction to the Company or the Controlled Company and whether the terms of such Related Party Transaction are no less favorable to the Company or a Controlled Company than arms’-length in accordance with the parameters described below. In order to determine whether the terms of a Related Party Transaction are no less favorable to the Company or a Controlled Company than arms’-length terms, the Shareholder or its Director designees, entitled to make the determination shall consider the following facts: (A) if the terms of such transaction, arrangement or agreement are no less favorable than the terms of other similar transactions, arrangement or agreements offered to the Company by any Third Party, (B) if the terms offered to the Company by the relevant Shareholder, its Affiliates or Subsidiaries, are at least as favorable to the Company or a Controlled Company as the best terms offered by such Shareholder, its Affiliates or Subsidiaries, to Third Parties (excluding Affiliates and subsidiaries of such Shareholder), in similar circumstances; (C) market arms’ length parameters if any, existing as of the date of determination as published by recognized industry experts or associations and (D) the determination made by an independent recognized industry expert at the request of the unrelated Shareholder or its Director Designees.

(ii)Any Related Party Transaction for the provision of paid television signals, or other form of content, including the agreements listed in Annex C hereto and to which Cablevisión is a party as of June 30, 2017, shall be maintained until its respective expiration date and shall be renewed thereafter to the extent that the terms of such agreement are on an arms’ length basis as determined in accordance with the parameters set forth in Section 2.2(i)(i) above. Any agreement or arrangement of an organizational or administrative nature existing as of the Merger Effective Date between Cablevision, on the one hand, and CVH or any of its Affiliates, on the other hand, including the agreements listed in Annex D hereto, shall be analyzed by the Executive Committee of the Company and shall be renewed or renegotiated only if the Executive Committee determines that such agreement or arrangement is commercially reasonable or terminated if the same services could be provided by the Company’s personnel.  Any other transaction, arrangement or agreement existing as of the Merger Effective Date and not related to the provision of content or of an organizational or administrative nature, including the agreements listed in Annex E hereto, shall be analyzed by the Executive Committee of the Company after the Merger Effective Date and shall be (x) maintained only if its expiration date occurs no more than one (1) year following the Merger Effective Date or (y) renegotiated or terminated for any other transaction, agreement or arrangement upon taking into consideration the best interests of the Company and shall be renewed only to the extent its terms are equivalent to the terms that the Company would receive on an arms’ length

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basis, as determined by the unrelated Shareholder or its director designee(s) in accordance with Section 2.2(i)(i) above.

(j)The Shareholders agree that all Key Employees of the Company shall be professional executives and shall have sufficient qualifications for the position for which they have been nominated, as validated conclusively, in the case of a dispute as to the qualifications of any such person, by an Executive Search Firm selected by the Board.

(k)The Parties agree to cause the Board to establish an executive committee which shall be responsible for the management of matters in the ordinary course of business of the Company (the “Executive Committee”). The Executive Committee shall be comprised of five members.  For as long as the Fintech Parties hold the Minimum Shareholders Amount or there is a Veto Third Party Shareholder, the Fintech Parties and/or the Veto Third Party Shareholder, as applicable, shall designate the corresponding number of members of the Executive Committee.  For as long as the CVH Parties satisfy the CVH Majority Ownership Requirement, the CVH Parties shall designate three (3) members of the Executive Committee. In the event that the Fintech Parties cease to hold the corresponding Minimum Shareholders Amount, and there is no Veto Third Party Shareholder, the Board shall designate the remaining members or, at its discretion, dissolve the Executive Committee. If the CVH Parties cease to satisfy the CVH Majority Ownership Requirement but continue to hold the Minimum Shareholders Amount, the fifth member of the Executive Committee shall be designated by the Shareholder holding the largest quantity of Company Shares.

(l)The Executive Committee shall meet at least once every two (2) weeks. In addition, management shall provide the Executive Committee with prior notice of all press releases and other communications (regardless as to whether such press releases or other communications are in writing or delivered orally) whether released to the public or a Governmental Entity, to the extent such press releases or other communications relate to the business, operations or transactions of the Company, its Significant Subsidiaries or its Shareholders, other than the communications, applications and filings made by the Company or by any Controlled Company with a Government Entity in the ordinary course of business (“Company Communications”).  Each Company Communication shall be subject to the prior approval of the Executive Committee.  The Executive Committee shall adopt decisions by majority vote of its members; provided that such majority must include the affirmative vote of at least one of the members of the Executive Committee (if any) designated by each of the CVH Parties and the Fintech Parties or the Veto Third Party Shareholder, as applicable. In the event that such majority cannot be reached with respect to any matter it shall be brought to the attention of the Board by any member of the Executive Committee, and shall be included in the agenda of the first meeting of the Board to take place after such matter is communicated to the Board.  If any matter related to a Veto Matter or a Related Party Transaction is submitted to the Board for its approval, the Board shall act in accordance with the terms of this Agreement.  For the avoidance of doubt, only Veto Matters shall be subject to the qualified majority procedures of Section 2.3(a).  The Parties further agree that until such time as the Executive Committee has been established, the internal organizational structure and committees of the Board in place as of the Merger Effective Date shall continue in full force and effect, including the Operations Committee (Comité de Operaciones) and the Administrative Council (Consejo de Administración), whose responsibilities will subsequently be assumed by the Executive Committee upon its creation.

SECTION 2.3.  Matters for Consideration by the Board.  (a) The Board shall act by majority of Directors attending the meeting, except with regard to the following matters, which shall be considered by the Board and shall not be approved without the affirmative vote of one (1) or more of the Directors nominated by (x) the CVH Parties, (y) the Fintech Parties or the Veto Third Party Shareholder; provided that if the members of the Board designated by any two of the parties referred to in (x), (y) or (z) above fail to attend a meeting of the Board duly convened to resolve on any such matter and the members of the

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Board designated by the CVH Parties, or the Fintech Parties or the Veto Third Party Shareholder, as applicable, would have approved such matter, a second meeting of the Board shall be convened in the manner contemplated by the Bylaws.  All Directors will be given notice of such second meeting by the chairman or the vice-chairman of the Board and of the Veto Matters as to which no decision could be reached.  In the event that any Director whose affirmative vote would be required to approve a decision under this Section 2.3 notifies the chairman or the vice-chairman of the Board prior to such second meeting that it opposes the approval of any such Veto Matter, the second meeting will either be indefinitely adjourned or no decision approving such Veto Matter will be adopted at such meeting.  If the chairman of the Board receives no such notice from a Director, a Director’s failure to attend or vote against the approval of such matter will be deemed and treated for all purposes hereunder as an affirmative vote of such member with respect to such matter.  The Company, upon becoming a party hereto, shall agree that it shall not take any action with respect to any of the following matters (or permit any Controlled Company to take any such action) unless it has been approved in accordance with the foregoing; provided that if, at any time, the CVH Parties, the Fintech Parties or such Veto Third Party Shareholder, in all cases together with all of their respective Permitted Transferees, shall hold less than the Minimum Shareholders Amount, then the approval of the matters described in this Section 2.3 shall not require the affirmative vote of any director nominated by the CVH Parties or the Fintech Parties or such Veto Third Party Shareholder, as the case may be:

(i)any amendment, modification, supplement or replacement of the bylaws or any other organizational documents of the Company or any  Controlled Company except for the approval of the amendment of the  bylaws of the Company which shall be made in order to reflect the terms and conditions set forth in this Agreement.

(ii)any material change in the conduct of the business conducted by the Company or any Controlled Company on the Effective Date which is not related to the delivery of video, telephone, data and related services, or any new services undertaken by similar companies in other markets, and other businesses reasonably related thereto;

(iii)the hiring of any Key Employee that has not been designated in accordance with Section 2.7 hereof and the dismissal with or without cause of the CFO and Internal Auditor;

(iv)any change in the Company’s or any Controlled Company’s independent auditors or tax advisors, other than the appointment of Deloitte Touche Tohmatsu, PricewaterhouseCoopers, KPMG or EY;

(v)the creation of any committee of the Board or the board of directors of any Controlled Company or the expansion or reduction of the powers of the Board or of any existing committee of the Board or the board of directors of any Controlled Company;

(vi)the merger or consolidation of the Company or any Controlled Company in one transaction or in a series of related transactions, or the acquisition by the Company or any Controlled Company using Capital Stock of the Company or any Controlled Company as consideration therefore, of assets (including Capital Stock or other securities) other than a merger of the Company with CVH where; (1) the Company is the surviving entity of the merger, (ii) no assets or liabilities are transferred to the Company other than Company Shares and existing liabilities (net of cash and cash equivalents) of CVH not to exceed U.S.$1,000,000 in the aggregate, (iii) none of the remaining Shareholders of the Company is diluted in economic or voting rights by the exchange ratio (relación de cambio) of shares issued by CVH for shares issued by the Company or in any other manner as a result of the merger and (iv) the merger qualifies as a tax-free corporate reorganization under Argentine law;

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(vii)any acquisition by the Company or any Controlled Company in one transaction or in a series of transactions (other than with a Subsidiary of the Company) of assets (including Capital Stock or other securities) unless such acquisition involves aggregate payments or assets having a Fair Market Value not in excess of U.S.$50 million;

(viii)any disposition by the Company or any Controlled Company in a transaction (other than with a wholly-owned (other than qualifying shares) Subsidiary of the Company) where the Fair Market Value of the assets disposed of exceeds U.S.$30 million, except in the case of any disposition required by the mandate of a competent Governmental Authority;

(ix)the issuance, grant, offer, sale, acquisition, redemption or purchase by the Company or any Controlled Company of shares of any class or series of its Capital Stock or other equity securities, or any securities convertible into or exercisable or exchangeable for, or options, warrants, or rights of any kind to subscribe to or acquire, any shares of any class or series of its Capital Stock or other equity securities, or any split-up, subdivision, recapitalization, combination or reclassification of the Capital Stock of the Company or any Controlled Company or the entering into of any contract, agreement, commitment or arrangement with respect to any of the foregoing;

(x)the adoption of any stock compensation plan for management of the Company that would provide for the issuance of any securities or rights at less than Fair Market Value or that, upon issuance or exercise, would represent, in the aggregate with any Company Stock previously delivered, the greater of two percent (2%) of the Company’s Capital Stock or U.S.$5 million;

(xi)the filing by the Company or any Controlled Company of a concurso or an acuerdo preventivo extrajudicial under the Argentine bankruptcy law or a petition under any other Argentine, United States or other bankruptcy or insolvency law, or the admission in writing of the bankruptcy, insolvency or general inability of the Company or any Controlled Company to pay its debts as they become due; provided, that no supermajority approval shall be required in the event that prior to any such filing relief is entered in respect of the Company or a Controlled Company as to which any petition or order for relief in an involuntary insolvency proceeding has been filed, insofar as such involuntary proceeding petition has not been filed by any of the Shareholders (or any of their Affiliates) that has not designated the Director opposing the decision to make such filing pursuant to this Section 2.3(a) or any Affiliate of any such Shareholder;

(xii)the incurrence of Indebtedness for borrowed money by the Company or any Controlled Company, other than Indebtedness that, when added to all other outstanding Indebtedness of the Company and its Controlled Companies (net of any cash escrows dedicated solely to repay Indebtedness) does not exceed three (3) times the Company’s consolidated EBITDA for the last period of twelve (12) months immediately preceding such incurrence of Indebtedness for which consolidated financial statements of the Company are available;

(xiii)the creation or imposition of any Encumbrance on any assets of the Company or any Controlled Company having a Fair Market Value in excess of U.S.$30 million except for those encumbrances specifically approved as part of the authorization of capital expenditures or acquisitions;

(xiv)the making of any loan or advance to any Person or the guaranteeing of the obligations of any Person, other than or (A) any guaranty of indebtedness of a Subsidiary permitted to be incurred under Section 2.3(a)(xii) hereof, (B) any commercial advances for which prior approval has been obtained in connection with projects approved pursuant to clause (xvi) or (viii) or (C) any commercial advance to providers or suppliers of the Company or a controlled Company the amount

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outstanding of which does not exceed in the aggregate U.S.$ 20 million in any one transaction or in any series of  transactions;

(xv)the making of Capital Expenditures in any given fiscal year not expressly contemplated in a Business Plan or Annual Budget in excess of, in the aggregate, an amount equal to U.S.$45 million, excluding Requisite Expenditures; provided that, except as contemplated in a Business Plan or Annual Budget approved by the Board taking into account other provisions of this Section 2.3(a), the making of any Capital Expenditures (other than Requisite Expenditures) shall only be permitted (x) if dividend payments in accordance with the Dividend Policy have not been, or are not being, made or (y) if the Company has not complied, or is not complying, with the Dividend Policy, with the affirmative vote of at least one of the directors nominated by the Fintech Parties or the Veto Third Party Shareholder;

(xvi)the entering into of any contract or other arrangement not contemplated in a Business Plan or Annual Budget approved in accordance with (xxiii) pursuant to which the Company or any Controlled Company is required to make payments in excess of (A) U.S.$5 million in respect of any transaction or series of transactions not in the ordinary course of business and (B) U.S.$30 million in respect of any transaction or series of transactions in the ordinary course of business, in each case not subject to any other clause of this Section;

(xvii)any transaction with an Affiliate of a Shareholder that does not comply with Section 2.2(i);

(xviii)the consolidation of the operations of the Company or any Controlled Company unless such consolidation would not result in (A) dilution in economic or voting rights of any Shareholder or (B) the consolidation of any Person with a negative net worth;

(xix)any increase, in any fiscal year, (i) in the compensation of the CEO in excess of 10% in real terms after taking into consideration the effects of inflation in U.S. dollars or Argentine Pesos depending on the currency on which the relevant compensation is denominated, and (ii) in the compensation of Key Employees of the Company and its Controlled Companies, if after such increase the annual remuneration of such Key Employee for such fiscal year exceeds 80% of the annual compensation in real terms of the CEO for such fiscal year.

(xx)the entering into of any new line of business or the discontinuance of any significant line of business of the Company or any Controlled Company;

(xxi)the entering into of any contract or other arrangement or agreement that imposes any restriction or condition on the payment of dividends or any other distribution to Shareholders that would prevent compliance with the Dividend Policy;

(xxii)the filing, application or request for any approval of the de-registration of securities with domestic or international governmental entities or the delisting of equity securities in domestic or international securities markets;

(xxiii)the establishment, adoption or modification of the Business Plan or the Annual Budget of the Company provided in Section 2.3(b).

For the avoidance of doubt, any transaction contemplated in a Business Plan or Annual Budget that has been duly approved by the Board taking into account the provisions of this Section 2.3(a) shall be deemed to have been duly approved for the purpose of any other clause of this Section 2.3(a).

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(b) No later than twenty (20) days prior to the end of each fiscal year, management shall submit to the Executive Committee the consolidated Annual Budget and the Business Plan for the Company and its Controlled Companies for the following fiscal year. The consolidated Annual Budget and the Business Plan shall establish, inter alia, (1) the minimum projected indebtedness of the Company, (2) the maximum amount of Capital Expenditures for each type of Capital Expenditure, (3) the maximum amount of operating expenses in terms of margin over sales or a maximum amount of operating expenses, (4) the minimum amount of cash and cash equivalents to be maintained by the Company, and (5) the projected availability of cash to pay dividends and the amount of dividends to be distributed; provided that the first Business Plan and consolidated Annual Budget of the Company and its Controlled Companies following the Merger Effective Date (x) shall be prepared in consultation with the Parties, (y) shall be subject to the mutual agreement of the Parties, and (z) shall cover (i) the interim period starting on the Merger Effective Date and ending the same day as the fiscal year on which the Merger Effective Date occurs, and (ii) the immediately following three fiscal years in respect of the Business Plan and the immediately following fiscal year in respect of the Annual Budget; provided further that (A) for as long as the Parties have not mutually agreed upon such first Business Plan and consolidated Annual Budget of the Company and its Controlled Companies, the Company shall use the combined business plans and annual budgets of TEO and Cablevisión existing as of the Merger Effective Date solely for purposes of continuing  operations, provided that only up to the Category Reallocation Percentage of any amounts allocated to a specific line item of the corresponding Category in the Annual Budgets of TEO and Cablevisión that remain unused at the end of such fiscal year as a direct result of the synergies resulting from the Merger or the Merger itself may be redirected to a different line item of the same Category of either TEO or Cablevision without the prior approval of each Party hereto; and (B) for so long as the Parties have not mutually agreed upon  any subsequent Business Plan or consolidated Annual Budget, the Company shall conduct its operations under the most recently approved business plan and consolidated annual budget as adjusted to reflect the effects of inflation in U.S. dollars or Argentine Pesos on the items denominated in either currency, as applicable.

(c) The Parties shall take such measures as may be required to cause the Company to implement the Dividend Policy as the same may be modified from time to time with the written consent of the Fintech Parties, provided that they hold in the Aggregate the applicable the Minimum Shareholders Amount, and any Veto Third Party Shareholder.

Notwithstanding anything to the contrary in this Agreement, for as long as any Bono de Goce Clase A remains outstanding, the Fintech Parties may require the Company to make dividend payments up to the maximum amount permitted by law  and the CVH Parties shall vote in favor of such decision.

SECTION 2.4.Shareholder Voting. With respect to any matter described in Section 2.3(a)(i)-(xxiii) (a “Veto Matter”) that is brought to a vote of the Shareholders, the approval of such Veto Matter shall require the affirmative written vote of each Shareholder party to this Agreement owning (together with its Permitted Transferees) the Minimum Shareholders Amount (a “Veto Shareholder”).  At least five Business Days prior to any Shareholders’ meeting at which a vote on a Veto Matter is scheduled to occur, the Veto Shareholders shall notify the other Veto Shareholders of their vote on such Veto Matter.  If the Veto Shareholders are not unanimous in their approval of such Veto Matter, or if at least one of the Veto Shareholders has failed to notify the other Veto Shareholders of its vote on such veto Matter, each Veto Shareholder shall oppose such matter at the shareholders meeting unless the Veto Shareholder that failed to notify the other Veto Shareholders of its vote on such matter votes in favor of the approval of such Veto Matter at such meeting.  If all Veto Shareholders are in unanimous agreement to approve such Veto Matter, they shall vote accordingly at the Shareholders’ meeting.  If the Veto Shareholders are not unanimous in their approval of such Veto Matter, or if one of the Veto Shareholders has failed to notify the other Veto Shareholders of its vote on such matter, each Veto Shareholder shall oppose such matter at the shareholders meeting unless the Veto Shareholder that failed to so notify the other Veto Shareholders

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votes in favor of the approval of such Veto Matter at such meeting.  The Company, upon becoming a party hereto, shall not take any action or permit a Controlled Company to take any action with respect to a Veto Matter that has been brought to a vote of the Shareholders unless the Veto Shareholders have voted unanimously to approve such matter.  For so long as CVH owns a beneficial interest, directly or indirectly, in VLG, in the event that a matter other than a Veto Matter is brought to a vote of the Shareholders, VLG shall only participate in such meeting of Shareholders if any Company Shares held by VLG shall be voted as instructed by CVH or otherwise not attend such meeting. The agenda for any Shareholders’ meeting shall not include a Veto Matter and a matter other than a Veto Matter under the same point of the agenda for such Shareholders’ meeting.

SECTION 2.5.  Board Meetings.  The Board will meet at least on a quarterly basis.  All Board meetings will be conducted in accordance with this Agreement, the bylaws of the Company and Argentine law.

SECTION 2.6.  Cooperation. Except where otherwise expressly provided herein, each Shareholder shall vote its Company Shares or cause its Company Shares to be voted and use its reasonable best efforts to cause its Director Designees to vote and shall, as necessary or desirable, attend all meetings in person or by proxy for purposes of obtaining a quorum, and execute all written consents in lieu of meetings, as applicable, in furtherance of the provisions of this Article II.

SECTION 2.7.  Election of Management. The parties agree that the Key Employees of the Company, shall be appointed in accordance with this Section 2.7.

(a)CEO and Key Employees. For as long as the CVH Parties satisfy the CVH Majority Ownership Requirement, the CEO and any other Key Employee (other than the CFO and the Internal Auditor) to be designated by the Board of the Company shall be a person proposed by CVH, provided that Fintech Advisory, for as long as the Fintech Parties hold the corresponding Minimum Shareholders Amount, or the Veto Third Party Shareholder, if applicable, shall have a veto right over any such designee, which may be exercised with or without cause, in respect of the first two (2) persons proposed by CVH to fill any vacancy of such positions at any given time.  In the event that Fintech Advisory (or the Veto Third Party Shareholder, if applicable) exercises its veto rights in respect of the first two (2) persons proposed by CVH to fill any vacancy of such positions, the Chairman of the Board shall select an Executive Search Firm to conduct a professional search for the best three (3) candidates available at such time to fill such vacant position and the Board members that were nominated by CVH shall be entitled to nominate one (1) of the three (3) candidates proposed by the Executive Search Firm as the person to be appointed by the Board to such vacant position.

(b)CFO and Internal Auditor.  For as long as Fintech Parties hold the corresponding Minimum Shareholders Amount, or a Shareholder qualifies as the Veto Third Party Shareholder at such time, the CFO and the Internal Auditor of the Company to be designated by the Board of the Company shall be a person proposed by Fintech Advisory or the Veto Third Party Shareholder, as applicable, provided that CVH, for as long as the CVH Parties satisfy the CVH Majority Ownership Requirement shall have a veto right, which may be exercised with or without cause, in respect of the first two (2) persons proposed by Fintech Advisory or the Veto Third Party Shareholder, as applicable, to fill the vacancy of the respective position at any given time.  In the event that CVH exercises its veto rights in respect of the first two (2) persons proposed by Fintech Advisory or the Veto Third Party Shareholder, as applicable, to fill any vacancy of such positions, the Vice-Chairman of the Board shall select an Executive Search Firm to conduct a professional search for the best three (3) candidates available at such time to fill such vacant position and the Board members that were nominated by Fintech Advisory or the Veto Third Party

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Shareholder, as applicable, shall be entitled to nominate one (1) of those three (3) candidates as the person to be appointed by the Board as CFO or Internal Auditor, as the case may be.

SECTION 2.8.  CVH Trust. (a) The Parties shall create a voting trust (the “CVH Trust”) and enter into a trust agreement to implement the provisions of this Section 2.8. (the “CVH Trust Agreement”).

(b)The Fintech Parties jointly and severally undertake to contribute to the CVH Trust a number of Class A Company Shares (the “Class A Trust Shares”) equal to the difference of (x) the number of Company Shares that represent 50% of all Company Shares plus two (2) Company Shares, minus (y) the sum of (i) the number of Company Shares to be held by the CVH Parties in the aggregate as a result of the Merger as of the consummation of the Merger pursuant to the Preliminary Merger Agreement plus (ii) the number of Company Shares to be held by the CVH Parties in the aggregate on the closing of the Call Option Agreement, but in no event exceeding the number of Company Shares held by the CVH Parties.  For the avoidance of doubt, the Fintech Parties shall only be obligated to make one (1) contribution of Class A Trust Shares pursuant to this Section 2.8(b), regardless of the number of Company Shares held by the CVH Trust or the CVH Parties thereafter.

(c)The CVH Parties shall contribute to the CVH Trust a number of Class D Company Shares (the “Class D Trust Shares” and, together with the Class A Trust Shares, the “Trust Shares”) equal to the number of Class A Trust Shares, at any given time.

(d)CVH shall have the right to designate one of the co-trustees of the CVH Trust and FT shall have the right to designate the other co-trustee.  The initial co-trustee designated by CVH shall be Mr. Héctor Horacio Magnetto (“HHM”) and the initial co-trustee designated by FT shall be Mr. David Martínez (“DM”). Each of CVH and FT shall be entitled to designate a replacement for its respective co-trustee; provided that CVH may only replace HHM as co-trustee with either Mr. José Antonio Aranda (“JAA”) or Mr. Lucio Rafael Pagliaro (“LP”), and FT may only replace Mr. DM with the president, the chief operating officer, or the general counsel of Fintech Advisory (the “Eligible Substitutes”); provided further that, Mr. HHM, Mr. JAA and Mr. LP will be eligible to serve as, or replace Mr. HHM as, co-trustee (the “Trustee Condition”) only if each of the following conditions are satisfied: (i) only one or more Permitted Holders own 100% of the equity of Dominio; (ii) Dominio and/or one or more Permitted Holders, individually or collectively, Control CVH and (iii) the CVH Parties, hold, directly or indirectly, the Minimum CVH Threshold, as applicable. The co-trustees shall be entitled and obligated to exercise the voting rights of the Class A Trust Shares and the Class D Trust Shares pursuant to the terms of  the CVH Trust Agreement and in accordance with this Agreement.

(e)The CVH Trust shall terminate automatically and immediately upon the earlier to occur of (the “CVH Trust Termination Event”) (x) on June 30, 2030 and (y) upon the occurrence of an Anticipated Termination Event (as defined below) and the Trust Shares shall be delivered immediately to FT and to CVH respectively. “Anticipated Termination Event” shall occur upon any of the following events: (i) any Person other than a Permitted Holder acquires an equity interest in Dominio; (ii) Dominio Ceases to control CVH; (iii) the CVH Parties cease to hold the Minimum CVH Threshold, as applicable; (iv) CVH in its absolute discretion provides notice to each of the co-trustees that the CVH Trust is to be terminated; or (v) in case of an alleged breach by the CVH Parties or by the co-trustees appointed by CVH under and Section 2.2, Section 2.3, Section 2.4 or Article IV of this Agreement, which breach must be notified in writing to the CVH Parties providing for a 30 day period to cure such breach or provide reasonable explanations, the date on which an award is rendered with respect to a Dispute arisen as a result of such breach and following an arbitration with respect to such Dispute initiated in accordance with Section 7.12 hereof establishing that such CVH Party or CVH Parties have failed to honor their obligations to the Fintech Parties under and Section 2.2, Section 2.3, Section 2.4 or Article IV of this Agreement (provided

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that, for the avoidance of doubt, irrespective of whether any arbitration with respect to the termination of the CVH Trust has been initiated or finalized prior to June 30, 2030, on June 30, 2030 the parties agree to terminate any such arbitration and lift any injunctions or precautionary measures that may have been put in place prior to such date and the CVH Trust will terminate in accordance with the first sentence of this Section 2.8(e)).

(f)Except in respect of any vote concerning a Veto Matter, each of the Parties agrees that the Trust Shares shall be voted by the co-trustee designated by CVH in the same manner that CVH votes its Company Shares with respect to any decision brought to a shareholder vote; provided that in respect of any vote concerning the election of the members of the Board or other corporate bodies of the Company, in the event that CVH does not comply with the terms of this Agreement with respect to such election, the co-trustees appointed by CVH and FT shall abstain from voting the Trust Shares. In respect of any vote concerning a Veto Matter, each of the Parties agrees that the Trust Shares shall be voted at the discretion of the co-trustee designated by FT.

(g)In the event that the CVH Parties acquire directly or indirectly additional Company Shares at any time following the contribution of the Class A Trust Shares by the Fintech Parties to the CVH Trust pursuant to Section 2.8(b), an equivalent number of Class A Trust Shares and an equivalent number of Class D Trust Shares shall be released from the CVH Trust to the Fintech Parties and the CVH Parties, respectively.

(h)The CVH Trust Agreement shall be negotiated in good faith by CVH and Fintech Advisory based on preliminary versions exchanged hereof prior to the date hereto.

SECTION 2.9.  Parties Prior Meetings.

(a)Prior to any meeting of the Shareholders, Board of Directors or any committee, other than a meeting of the Internal Audit Committee or the Audit Committee (Comité de Auditoría), if any, of the Company, and of any of the Subsidiaries, the CVH Parties, the Fintech Parties or the Veto Third Party Shareholder, as applicable, through their representatives, shall have the right, in the case of any meeting concerning a matter that is not a Veto Matter, and the obligation, in case of any meeting concerning a matter that is a Veto Matter pursuant to Section 2.3(a), to convene the other Party in a meeting of the Parties (a “Parties Prior Meeting”) to define the manner in which they, or their respective representatives, will exercise their respective vote at such meeting in accordance with the provisions set forth in this Agreement.  Absent an agreement with respect to such Veto Matter, each of the CVH Parties and the Fintech Parties or the Veto Third Party Shareholder, as applicable, agrees (i) not to convene a meeting of the Shareholders, Board of Directors or any committee (other than a meeting of the Internal Audit Committee or the Audit Committee, if any), and  (ii) if convened, as the case may be, by any other shareholder or Director not nominated by the CVH Parties or the Fintech Parties (or the Veto Third Party Shareholder, as applicable), to vote, and to cause their respective representatives to vote or take any action, at the relevant meeting only in strict compliance with the decisions discussed at the Parties Prior Meeting.

(b)The CVH Parties and the Fintech Parties or the Veto Third Party Shareholder, as applicable, or either of their respective representatives may call a Parties Prior Meeting by providing prior written notice, either by fax or registered mail, to all the addresses listed in Section 7.10, at least five (5) days prior to the proposed date of such Parties Prior Meeting, which shall take place at least forty-eight (48) hours before the relevant meeting of the Shareholders, the Board or the applicable committee, which notice shall set forth a list of the subjects to be examined at the Parties Prior Meeting and the location of the Parties Prior Meeting (such notice, the “Parties Prior Meeting Notice”).  The Parties Prior Meeting shall meet at the location indicated in the Parties Prior Meeting Notice; provided that if any of the CVH

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Parties or the Fintech Parties or the Veto Third Party Shareholder, if applicable, or their respective representatives so requests, the Parties Prior Meeting shall meet through video conference or teleconference.

(c)Notwithstanding Section 2.9(b) above, if, for any reason, the meeting of Shareholders, the Board or any committee is called with less than five (5) days prior notice, under the terms of the relevant Bylaws, and if a Party requests a Parties Prior Meeting, such Parties Prior Meeting shall take place as early as possible before such meeting of the Shareholders, the Board or the applicable committee.

(d)The Parties shall appoint five (5) representatives to attend each Parties Prior Meeting.  For so long as the CVH Majority Ownership Requirement is satisfied, the CVH Parties shall appoint three (3) representatives, and the Fintech Parties, or the Veto Third Party Shareholder, as applicable, shall appoint two (2) representatives, and thereafter, the Shareholder with the highest Agreement Ownership Percentage shall appoint three (3) representatives and the Shareholder with the second highest Agreement Ownership Percentage shall appoint two (2) representatives.  If any of the representatives appointed by the CVH Parties and the Fintech Parties or the Veto Third Party Shareholder, as applicable, do not attend the meeting, a second meeting will be automatically scheduled for twenty-four (24) hours following the initial meeting, at the same time and place, or via the same video conference or teleconference bridge.

(e)The resolutions of the Parties Prior Meeting shall be adopted by the affirmative vote of the majority of the representatives attending the Parties Prior Meeting, except that in case of any resolution related to a Veto Matter, such resolution shall be adopted only by unanimous consent of all of the appointed representatives of the CVH Parties and the Fintech Parties or the Veto Third Party Shareholder, as applicable, including, for the avoidance of doubt, the representatives that are not present at the applicable Parties Prior Meeting.  In lieu of convening a Parties Prior Meeting, the Parties may adopt any resolution by unanimous consent, confirmed by correspondence (fax, telex, etc.) by each of the representatives appointed by the CVH Parties and the Fintech Parties or the Veto Third Party Shareholder, as applicable.

(f)The Fintech Parties will appoint the secretary of each Parties Prior Meeting in order to draft the minutes of the Parties Prior Meeting, which shall be in English and shall set forth the resolutions adopted during the meetings of Parties Prior Meeting. The minutes shall be signed by the representatives of the CVH Parties and the Fintech Parties or the Veto Third Party Shareholder, as applicable, who attend the Meeting prior to the relevant meeting of the Shareholders, the Board or the applicable committee for which such Parties Prior Meeting was convened, and shall constitute the mutual and irrevocable agreement of the Parties with respect to the matters set forth therein and shall be binding upon the parties.

(g)Should the representatives attending a Parties Prior Meeting fail to reach a resolution on any Veto Matter (“Deadlock”), the following procedure shall apply:

(i)the matter in relation to which the Deadlock arose shall not be discussed by the relevant meeting of the Shareholders, Board or applicable committee and the CVH Parties and  the Fintech Parties or the Veto Third Party Shareholder, as applicable, shall reconvene in a new Party’s Prior Meeting within five (5) days from the date on which the Deadlock arose to discuss and resolve the Deadlock and shall promptly call the new relevant meeting of the Shareholders, the Board or the applicable committee;

(ii)in the event that the representatives attending the new Parties Prior Meeting fail to resolve the Deadlock, the respective chairmen of CVH and Fintech Advisory, or the Veto Third Party Shareholder, if applicable,  shall meet within ten (10) days from the date of such new Parties Prior Meeting to reach a resolution;

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(iii)in the event that the Chairmen of CVH and Fintech Advisory, or of the Veto Third Party Shareholder, if applicable, fail to resolve the Deadlock, the matter shall not be included for consideration at the meeting of the Shareholders, the Board or the applicable committee until an agreement is reached between the Parties.

ARTICLE III

REPORTS, INSPECTION RIGHTS AND
OTHER FINANCIAL MATTERS

SECTION 3.1.  Right to Inspect Records.

(a)The Company shall (a) permit each Shareholder party to this Agreement to inspect and examine the books, records, files, long term and other business plans and other documents of the Company and each Controlled Company upon reasonable notice to the Company and at reasonable times and in a manner so as not to unreasonably disrupt the business operations of the Company or any Controlled Company, and (b) shall provide to each Shareholder party to this Agreement any and all information reasonably requested by it in order to comply with any legal, tax or regulatory requirements applicable to such Shareholder

SECTION 3.2.  Financial Reporting.  The Company shall furnish to the Shareholder party to this Agreement, in English and Spanish:

(a)as soon as available, and in any event within ninety (90) days after the end of each fiscal year:  (i) an audited balance sheet of the Company and its consolidated subsidiaries as of the end of such fiscal year, together with the related statements of income, stockholders’ equity and cash flows for the fiscal year then ended, prepared in accordance with IFRS and certified by the Company’s auditor; and (ii) any related management letters from such auditor;

(b)as soon as available, and in any event within sixty (60) days after the end of each quarter in each fiscal year (other than the last quarter in each fiscal year) (i) an unaudited balance sheet of the Company and its consolidated subsidiaries and the related statements of income, stockholders’ equity and cash flows, prepared in accordance with IFRS (except that such unaudited financial statements need not contain all of the required footnotes and may be subject to normal, recurring year-end adjustments), and (ii) a copy of any certification delivered by the CFO to the Company’s auditor regarding such unaudited balance sheet and related statements of income, stockholders’ equity and cash flows;

(c)as soon as available, and in any event no later than twenty (20) days prior to the start of each fiscal year, capital and operating expense budgets, cash flow projections and income and loss projections for the Company and its Controlled Companies in respect of such fiscal year and an Annual Business Plan, all itemized in reasonable detail and prepared on a monthly basis, and, promptly after preparation, any revisions to any of the foregoing; and

(d)any other information which any of the Shareholders party to this Agreement may reasonably request in order to prepare its regulatory filings and financial statements.

SECTION 3.3.  Shareholder Meeting with Management. The parties agree to cause the Company to establish a regular and periodic schedule of meetings of the senior management of the Company with the Shareholders entitled to make a Director Designation of at least one Director pursuant to Section 2.2. hereof to keep the Shareholders updated on the ordinary course of business operations of the Company at

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which meetings all the Shareholders may attend and receive the same information to the extent such information is not in violation of any applicable public disclosure requirements.

SECTION 3.4.  Ethical Business Practices.  The Company and each Shareholder party to this Agreement agrees, severally and not jointly, not to offer or give on behalf of the Company or any Controlled Company or any Shareholder, either directly or through any other Person, including any officer, director, employee or agent of the Company or any Controlled Company or any Shareholder, any money or anything else of value to any government official, including any official of a Governmental Entity and any member of the government, any political party or official thereof, or any candidate for political office (collectively and individually hereinafter referred to as an “Official”) or  any other Person, while knowing or having reason to know that all or a portion of such money or thing of value may be offered, given or promised, directly or indirectly, to any Official for the purpose of any of the following: (A) (i) influencing any action or decision of such Official, in his, her or its official capacity, (ii) inducing such Official to do or omit to do any act in violation of the lawful duty of such Official, or (iii) securing any improper advantage; or (B) inducing such Official to use his, her or its influence with any Governmental Entity to affect or influence any act or decision of such Governmental Entity in order to assist the Company or any Controlled Company or any Shareholder in obtaining or retaining business for or with, or directing business to, any Person.

ARTICLE IV

TRANSFER OF COMPANY SHARES

SECTION 4.1.  General Restriction on Transfers; Transfers to Permitted Transferees.

(a)No Shareholder shall Transfer any of its Company Shares during the term of this Agreement other than as permitted in and after complying with this Article IV.  Any purported Transfer of Company Shares in violation of this Agreement shall be void and ineffectual and the Company shall not record or permit to be recorded such Transfer on its stock transfer books or other records.  If, notwithstanding the preceding sentence, any such Transfer is held by a court of competent jurisdiction to be effective, then the provisions of this Article IV shall apply to the transferee and to any subsequent Transfer of all or any part of the transferred Company Shares as fully as if the transferee were a party to this Agreement.  Each certificate representing any Company Shares (other than Class B Stock) registered in the name of a Shareholder shall bear a legend in substantially the following form (or, if any Company Shares (other than Class B Stock held by a Shareholder) are in book-entry form, the Company shall make a notation in its records as to such Company Shares to the following effect):

“THE SHARES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDERS AGREEMENT, DATED JULY 7, 2017 (AS AMENDED FROM TIME TO TIME), BY AND AMONG THE COMPANY AND THE SHAREHOLDERS OF THE COMPANY NAMED THEREIN, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY IN BUENOS AIRES, ARGENTINA.  THE SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THESE SHARES IS SUBJECT TO THE TERMS OF SUCH AGREEMENT.”

(b)Any Shareholder may Transfer all or any part of its Company Shares to a Permitted Transferee; provided that such Permitted Transferee becomes a party to this Agreement and agrees to be bound by all of the terms and conditions hereof.  Upon becoming a party to this Agreement, such Permitted Transferee shall, as to the Company Shares so acquired, be substituted fully for and shall enjoy the same rights and be subject to the same obligations as the Shareholder from whom it acquired such

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Company Shares.  CVH shall cause any Permitted Holder that acquires Company Shares to execute and deliver to the parties hereto an instrument, in form and substance reasonably satisfactory to the parties hereto, by which such Permitted Holder agrees  that it shall be bound by, and take such Company Shares subject to, the rights, obligations and restrictions set forth in this Agreement.

(c)Except as provided in Section 4.1(b), the parties agree that (i) any Transfer by any CVH Party, FT, FIA or any other Shareholder, of any of its interest in any Vehicle of CVH, FT, FIA or such other Shareholder, as the case may be, which at any time owns directly or indirectly Company Shares, (ii) the Transfer by Dominio of the Capital Stock of CVH that would result in a change of Control of CVH or (iii) the Transfer by Fintech Advisory of the Capital Stock of FT or FIA that would result in a change of Control of FT or FIA, shall, for purposes of this Agreement, be deemed to be a Transfer of Company Shares equal to that number of Company Shares which represents the indirect ownership interest in the Company Transferred by the relevant Shareholder, and the other Shareholders, as the case may be, shall have the right (A) to purchase Company Shares, as the case may be, as set forth in Section 4.2 and (B) to sell Company Shares, as the case may be, as set forth in Section 4.3 in connection with such Transfer.

(d)In the event that any Shareholder reaches a binding agreement with any Person or group of Persons (other than a Shareholder) making a bona fide offer to purchase shares of a Subsidiary of CVH, FT or FIA or of the Veto Third Party Shareholder, at a time when such Subsidiary is not a Vehicle (“Non Vehicle Subsidiary”), such Shareholder shall require such Person to make a separate offer and agreement regarding the proportionate number of Company Shares underlying the interests of such Non Vehicle Subsidiary to be purchased, which separate offer and agreement shall be subject to Section 4.2, as applicable, and which shall not be for less on a per Company Share basis than the Per Share Price.  For purposes of this Section, the aggregate with respect to Company Shares held by any Non Vehicle Subsidiary, shall be equal to (I) (a) the Fair Market Value of the Company Shares held by such Non Vehicle Subsidiary divided by the Fair Market Value of all of the assets of such Non Vehicle Subsidiary, multiplied by (b) the value of the offer with respect to the shares of the to be purchased. In the event that the bona fide offer is an offer to purchase both interest in the Non Vehicle Subsidiary and Company Shares, for purposes of calculating the Per Share Price, such Company Shares shall be deemed to be assets held by the Non Vehicle Subsidiary, and a separate offer and agreement shall be made respecting such Company Shares, which separate offer and agreement shall be subject to Section 4.2, as applicable.

(e)The provisions of Section 4.2 and Section 4.3 shall not apply to any (i) Transfer of Company Shares effected on an internationally recognized securities exchange or automated quotation system, other than if sold as a block trade and (ii) Transfer of Company Shares by (x) the CVH Parties to the Fintech Parties or (y) the Fintech Parties to the CVH Parties.  Prior to effecting a Transfer of Class A Capital Stock or Class D Capital Stock to any Person that shall not be bound to become a party to this Agreement, the Shareholder proposing to effect such Transfer shall request the conversion of such Class A Capital Stock or Class D Capital Stock, as applicable, to Class B Capital Stock.  Any transfer of Company Shares in violation of this Section 4.1(e) shall be void and ineffectual and the Company shall not record or permit to be recorded such Transfer on its stock transfer books or other records.

(f)Notwithstanding the foregoing, (i) if any Shareholder is (A) required by a court of other Governmental Entity of competent jurisdiction or authority to divest any of its Company Shares by reason of any law hereinafter promulgated that regulates the foreign ownership of companies such as the Company, or (B) advised by legal counsel of recognized standing in Argentina that, in the opinion of such counsel, any law or decision requires such divestiture, and such Shareholder, using commercially reasonable efforts, cannot otherwise comply with such law or comply with or have reversed such decision, then the provisions of Section 4.3 will not apply to any sale of any Company Shares by such Shareholder in connection with compliance with such law or decision, and (ii) if any Shareholder is advised by legal counsel of recognized standing in Argentina that, in the opinion of such counsel, any

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Argentine law or decision requires such Shareholder to divest its Company Shares or otherwise prohibits the exercise by such Shareholder of its rights hereunder, and such Shareholder, using commercially reasonable efforts, cannot otherwise comply with such law or comply with or have reversed such decision, such Shareholder shall be entitled to sell its Company Shares without regard to the provisions of Section 4.3.

(g)If any Class A Shareholder or Class D Shareholder has been advised by legal counsel of recognized standing in Argentina that, in the opinion of such counsel, any draft law, regulation or decision in a proceeding involving such Shareholder is reasonably likely to require such Shareholder to divest any of its Company Shares, and such Shareholder, using commercially reasonable efforts, would not otherwise be able to comply with such law, regulation or decision then such Class A Shareholder or Class D Shareholder, as the case may be, shall be permitted to transfer all but not less than all of the Company Shares held by them (the “Transferred Interest”), in each case without compliance with Sections 4.2 and 4.3 hereof, to a single third party transferee (the “25% Holder”); provided that (i) such Class A Shareholder or Class D Shareholder, as the case may be, shall continue to retain, directly or indirectly, by means of an instrument in form and substance reasonably satisfactory to the remaining Class A Shareholders and Class D Shareholders, not less than seventy-five percent (75%) of the full economic interest and risk associated with such Transferred Interest (the “Retained Economic Interest”); (ii) the 25% Holder shall become a party to this Agreement bound by all of the terms and conditions hereof; (iii) the restriction that it may not transfer less than all of the Transferred Interest held by it, and may transfer only in conjunction with the transfer by the initial transferring Class A Shareholder or Class D Shareholder, as the case may be, of the Retained Economic Interest; (iv) the initial transferring Class A Shareholder or Class D Shareholder, as the case may be, shall remain a party hereto and any Transfer of the Retained Economic Interest shall be subject to the transfer restrictions set forth in this Agreement to the same extent as if such Retained Economic Interest were shares of Company Stock; (v) such Transferred Interest and Retained Economic Interest shall be transferred only as a single unit to a single Person; and (vi) the Class A Shareholder or Class D Shareholder, as the case may be, transferring the Transferred Interest to a 25% Holder shall guarantee all of the obligations of the 25% Holder hereunder.

SECTION 4.2.  Right of First Refusal.

(a)Except as set forth in Section 4.1(b)-(e), if any Shareholder party to this Agreement wishes to Transfer (any such Shareholder, a “Selling Shareholder”), directly or indirectly, any of its Company Shares, to any Person or Persons (other than a Permitted Transferee) (the “Proposed Purchaser”), then such Selling Shareholder shall first deliver to each other Shareholder party to this Agreement (in each case, such offerees, the “Offeree Shareholders”), a written notice (a “ROFR Notice”) which shall specify (i) the number of Company Shares (including detail with respect to the numbers of Company Shares) proposed to be Transferred (the “ROFR Shares”), (ii) the name of the Proposed Purchaser and the terms on which such ROFR Shares shall be sold to such Proposed Purchaser, and (iii) the aggregate purchase price (which shall be payable in cash in US dollars or Marketable Securities) which the Proposed Purchaser has agreed to pay for the ROFR Shares (the “ROFR Purchase Price”).  The ROFR Notice shall constitute an irrevocable offer by the Selling Shareholder (an “ROFR Offer”), for a period of thirty (30) days after delivery thereof to each Offeree Shareholder (the “ROFR Election Period”), to sell all, but not less than all, of the ROFR Shares to the Offeree Shareholders at the ROFR Purchase Price.

(b)During the ROFR Election Period, each Offeree Shareholder may elect to purchase up to their pro rata share (based on the number of Company Shares held by such Offeree Shareholder as a percentage of Company Shares held by all Offeree Shareholders) of the ROFR Shares at the ROFR Purchase Price by delivering written notice to such effect (a “ROFR Acceptance Notice”), prior to the expiration of the ROFR Election Period, to the Selling Shareholder.  Failure by an Offeree Shareholder to so notify the Selling Shareholder of its election to accept the ROFR Offer during the applicable time

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period shall be deemed a waiver of its purchase rights in connection with such ROFR Offer, but shall not impair or prejudice any rights of such Offeree Shareholders under this Section 4.2 in the event that the provisions hereof again become applicable to a Transfer by the Selling Shareholder of any of the Company Shares referred to in the ROFR Notice.

(c)In the event that not all of the Offeree Shareholders elect to purchase their pro rata share of the ROFR Shares, the Offeree Shareholders electing to purchase their pro rata share (based on the number of shares of the Company Shares held by each such Offeree Shareholder as a percentage of the Company Shares held by all Offeree Shareholders) of the ROFR Shares shall have the right to purchase their pro rata share (based on the number of shares of Company Shares held directly or indirectly by such exercising Offeree Shareholders as a percentage of the Company Shares held by all Offeree Shareholders electing to so purchase under this Section 4.2(c)) of any ROFR Shares not agreed to be purchased by the other Offeree Shareholders, during an additional fifteen (15) day period (the “Accretion Period”), beginning following notice to the Offeree Shareholders from the Selling Shareholder that not all of the ROFR Shares were agreed to be purchased during the ROFR Election Period.

(d)If any or all of the Offeree Shareholders timely accept the ROFR Offer and all of ROFR Shares are agreed to be purchased by such exercising Offeree Shareholders, such exercising Offeree Shareholders and the Selling Shareholder shall, within thirty (30) days following the delivery of the ROFR Acceptance Notice to the Selling Shareholder, enter into a binding agreement (a “Sale Agreement”) for the sale of the ROFR Shares at the ROFR Purchase Price to such exercising Offeree Shareholders.  The Sale Agreement shall contain such terms as are customary between significant shareholders of an issuer; provided that the Selling Shareholder shall not be required to make any representations or warranties or provide any indemnities regarding the business of the Company, and provided further that the payment obligations of the ROFR Purchase Price shall not be made subject to obtaining the prior approval of Enacom.

(e)The closing of the sale of the ROFR Shares under any Sale Agreement shall take place at the offices of the Company (or at such other place as may be mutually acceptable to the parties thereto) not later than two hundred seventy (270) days after the Sale Agreement was executed and delivered to the Selling Shareholder by the Offeree Shareholders (subject to extension under the circumstances and within the time periods provided in Section 4.7). At such closing, the Selling Shareholder shall deliver the certificates representing the ROFR Shares, with any required documentary or transfer taxes or stamp taxes affixed, to the purchasing members of the Offeree Shareholders, against payment therefor as provided in the Sale Agreement, free and clear of any Encumbrance (other than this Agreement) or other encumbrances of whatsoever nature and with an appropriate transfer letter addressed to the Company.

(f)If (i) the Offeree Shareholders have not exercised the ROFR Option within the applicable ROFR Election Period and any Accretion Period for all of the ROFR Shares, or (ii) the Sale Agreement has not been executed by the Offeree Shareholders and tendered to the Selling Shareholder for execution within the period specified in the first sentence of Section 4.2(d), or (iii) the closing of the purchase and sale of all the ROFR Shares has not occurred by the date scheduled for closing for any reason other than a breach by the Selling Shareholder of any of its or their covenants, representations or warranties in the Sale Agreement that are a condition to such closing (the first to occur of the foregoing being hereinafter referred to as the “Free to Sell Date”), then, in any such event, the Selling Shareholder shall have the right (within the period specified in Section 4.2(g)) to sell all, but not less than all, of the ROFR Shares to the Proposed Purchaser specified in the ROFR Notice for the ROFR Purchase Price, subject to compliance by the Proposed Purchaser with the requirements of Sections 4.2(g) and 4.3.  No party hereto shall be permitted to transfer directly or indirectly Shares to any Person that is not a party to this Agreement pursuant to this Article IV, unless such Person has executed and delivered to the parties hereto an instrument, in form and substance reasonably satisfactory to the parties hereto, by which such Person

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agrees (and any subsequent transferee will be required to agree)  that it shall be bound by, and take such Company Shares or interest in Company Shares subject to, the obligations and restrictions set forth in this Article IV as if such obligations and restrictions applied to such Person.

(g)The Selling Shareholder’s right to sell the ROFR Shares to the Proposed Purchaser pursuant to Section 4.2(f) shall expire and all of the provisions of this Section 4.2 shall be reinstated in the event that the Proposed Purchaser has not purchased the ROFR Shares and complied with the requirements of Section 4.2 in full within two hundred seventy (270) days following the Free to Sell Date, unless extended pursuant to Section 4.7.

(h)If any Offeree Shareholder accepts an ROFR Offer and then willfully fails to consummate the purchase of the ROFR Shares in accordance with the provisions of this Section 4.2 (a “ROFR Defaulting Shareholder”), then, in addition to any remedies at law or in equity that the Selling Shareholder may have in respect of such failure, the ROFR Defaulting Shareholder shall thereafter cease to have any right to receive ROFR Offers or to enjoy the benefits of this Section 4.2 in respect thereof.

(i)If any Offeree Shareholder accepts an ROFR Offer, then during the period from the date of delivery of the ROFR Acceptance Notice until the date the ROFR Shares are transferred, the Selling Shareholder shall at all times cooperate with the remaining Shareholders in causing the Company at all times to operate its business in the ordinary course, consistent with past practices.

(j)If any Permitted Holder (any such Shareholder, a “Dominio Selling Shareholder”) wishes to Transfer, directly or indirectly, any of its shares in Dominio to any Person or Persons (other than a Permitted Holder) (the “Proposed Dominio Purchaser”) and following such Transfer the Permitted Holders would not, collectively, hold more than 50% of the equity interests of Dominio and otherwise Control Dominio, then the legal representative of Dominio shall not permit such Transfer to be consummated unless the Dominio Selling Shareholder has first delivered to Fintech Advisory (if no Veto Third Party Shareholder exists) or the Veto Third Party Shareholder Representative, if applicable, a written notice (a “Dominio ROFR Notice”) which shall specify (i) the number of shares of Dominio  proposed to be Transferred (the “Dominio ROFR Shares”), (ii) the name of the Proposed Dominio Purchaser and the terms on which such Dominio ROFR Shares shall be sold to such Proposed Dominio Purchaser, and (iii) the aggregate purchase price (which shall be payable in cash in US dollars or Marketable Securities) which the Proposed Dominio Purchaser has agreed to pay for the Dominio ROFR Shares (the “Dominio ROFR Purchase Price”).  The Dominio ROFR Notice shall constitute an irrevocable offer by the Selling Dominio Shareholder (a “Dominio ROFR Offer”), for a period of thirty (30) days after delivery thereof to Fintech Advisory or Veto Third Party Shareholder Representative (the “Dominio ROFR Election Period”), to sell all, but not less than all, of the Dominio ROFR Shares to the Fintech Parties or the Veto Third Party Shareholder at the Dominio ROFR Purchase Price.  During the Dominio ROFR Election Period, Fintech Advisory or the Veto Third Party Shareholder Representative may inform the Dominio Selling Shareholder of the election by the Fintech Parties or the Third Party Veto Shareholder  to purchase all of the Dominio ROFR Shares at the Dominio ROFR Purchase Price by delivering written notice to such effect (a “Dominio ROFR Acceptance Notice”), prior to the expiration of the ROFR Election Period, to the Selling Shareholder.  Failure to so notify the Selling Shareholder of the election to so accept the Dominio ROFR Offer during the applicable time period shall be deemed a waiver of its purchase rights in connection with such Dominio ROFR Offer.

If the Fintech Parties or the Veto Third Party Shareholder timely accept the Dominio ROFR Offer and all of the Dominio ROFR Shares are agreed to be purchased by the Fintech Parties or the Veto Third Party Shareholder, the Fintech Parties or the Veto Third Party Shareholder, as applicable, and the Dominio Selling Shareholder shall, within thirty (30) days following the delivery of the Dominio ROFR Acceptance Notice to the Dominio Selling Shareholder, enter into a binding agreement (a “Dominio Sale

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Agreement”) for the sale of the Dominio ROFR Shares at the Dominio ROFR Purchase Price to the Fintech Parties or the Veto Third Party Shareholder.  The Dominio Sale Agreement shall contain such terms as are customary between significant shareholders of an issuer; provided that the Dominio Selling Shareholder shall not be required to make any representations or warranties or provide any indemnities regarding the business of Dominio or its Subsidiaries or investments and provided further that the payment obligations of the Dominio ROFR Purchase Price shall not be made subject to obtaining the prior approval of Enacom.

The closing of the sale of the Dominio ROFR Shares under any Dominio Sale Agreement shall take place at the offices of Dominio or such address in Argentina or the United States as Dominio shall indicate not later than ninety (90) days after the Dominio Sale Agreement was executed and delivered to the Dominio Selling Shareholder by the Fintech Parties or the Veto Third Party Shareholder (subject to extension under the circumstances and within the time periods provided in Section 4.7), as applicable. At such closing, the Dominio Selling Shareholder shall deliver the certificates representing the Dominio ROFR Shares, with any required documentary or transfer taxes or stamp taxes affixed, to the Fintech Parties or the Veto Third Party Shareholder, as applicable, against payment therefor as provided in the Dominio Sale Agreement, free and clear of any Encumbrance (other than this Agreement) or other encumbrances of whatsoever nature and with an appropriate transfer letter addressed to Dominio.

If (i) the Fintech Parties or the Veto Third Party Shareholder has not exercised the option within the applicable Dominio ROFR Election Period or (ii) the closing of the purchase and sale of all the Dominio ROFR Shares has not occurred by the date scheduled for closing for any reason other than a breach by the Dominio Selling Shareholders of any of its or their covenants, representations or warranties in the Dominio Sale Agreement that are a condition to such closing (the first to occur of the foregoing being hereinafter referred to as the “Dominio Free to Sell Date”), then, in any such event, the Dominio Selling Shareholder shall have the right (within 270 days following the Dominio Free to Sell Date) to sell all, but not less than all, of the Dominio ROFR Shares to the Proposed Dominio Purchaser specified in the Dominio ROFR Notice for the Dominio ROFR Purchase Price.

The Dominio Selling Shareholder’s right to sell the Dominio ROFR Shares to the Proposed Dominio Purchaser shall expire and all of the provisions of this Section 4.2 shall be reinstated in the event that the Proposed Dominio Purchaser has not purchased the Dominio ROFR Shares and complied with the requirements of Section 4.2(j) in full within two hundred seventy (270) days following the Dominio Free to Sell Date, unless extended pursuant to Section 4.7.

If the Fintech Parties or the Veto Third Party Shareholder accept a Dominio ROFR Offer and then willfully fails to consummate the purchase of the Dominio ROFR Shares in accordance with the provisions of this Section 4.2 (a “ROFR Dominio Defaulting Shareholder”), then, in addition to any remedies at law or in equity that the Dominio Selling Shareholder may have in respect of such failure, the ROFR Dominio Defaulting Shareholder shall thereafter cease to have any right to receive Dominio ROFR Offers or to enjoy the benefits of this Section 4.2(j) in respect thereof.

(k)If Dominio, any of its Affiliates or any Permitted Holder (each a “CVH Selling Shareholder”), wishes to Transfer, directly or indirectly, any shares of Capital Stock in CVH  to any Person or Persons other than to an Affiliate of Dominio or any Permitted Holder (the “Proposed CVH Purchaser”) and as a result of such Transfer Dominio together with its Affiliates and or one or more Permitted Holders individually or collectively would not   Control CVH, then CVH shall not permit such Transfer to be consummated unless the CVH Selling Shareholder has first delivered to Fintech Advisory (if no Veto Third Party Shareholder exists) or the Veto Third Party Shareholder Representative, if applicable, a written notice (a “CVH ROFR Notice”) which shall specify (i) the number of shares of Capital Stock of CVH  proposed to be Transferred (the “CVH ROFR Shares”), (ii) the name of the

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Proposed CVH Purchaser and the terms on which such CVH ROFR Shares shall be sold to such Proposed CVH Purchaser, and (iii) the aggregate purchase price (which shall be payable in cash in US dollars or Marketable Securities) which the Proposed CVH Purchaser has agreed to pay for the CVH ROFR Shares (the “CVH ROFR Purchase Price”).  The CVH ROFR Notice shall constitute an irrevocable offer by the Selling CVH Shareholder (a “CVH ROFR Offer”), for a period of thirty (30) days after delivery thereof to Fintech Advisory or  the Veto Third Party Shareholder Representative, as applicable (the “CVH ROFR Election Period”), to sell all, but not less than all, of the CVH ROFR Shares to the Fintech Parties or the Veto Third Party Shareholder at the CVH ROFR Purchase Price.  During the CVH ROFR Election Period, Fintech Advisory or the Veto Third Party Shareholder Representative, as applicable, may inform the CVH Selling Shareholder of the election by the Fintech Parties or the Third Party Veto Shareholder  to purchase all of the CVH ROFR Shares at the CVH ROFR Purchase Price by delivering written notice to such effect (a “CVH ROFR Acceptance Notice”), prior to the expiration of the CVH Election Period, to the CVH Selling Shareholder.  Failure to so notify the CVH Selling Shareholder of the election to so accept the CVH ROFR Offer during the applicable time period shall be deemed a waiver of its purchase rights in connection with such CVH ROFR Offer.

If the Fintech Parties or the Veto Third Party Shareholder, as applicable, timely accept the CVH ROFR Offer and all of the CVH ROFR Shares are agreed to be purchased by the Fintech Parties or the Veto Third Party Shareholder, the Fintech Parties or the Veto Third Party Shareholder, as applicable, and the CVH Selling Shareholder shall, within thirty (30) days following the delivery of the CVH ROFR Acceptance Notice to the CVH Selling Shareholder, enter into a binding agreement (a “CVH Sale Agreement”) for the sale of the CVH ROFR Shares at the CVH ROFR Purchase Price to the Fintech Parties or the Veto Third Party Shareholder.  The CVH Sale Agreement shall contain such terms as are customary between significant shareholders of an issuer; provided that the CVH Selling Shareholder shall not be required to make any representations or warranties or provide any indemnities regarding the business of CVH or its Subsidiaries or investments and provided further that the payment obligations of the CVH ROFR Purchase Price shall not be made subject to obtaining the prior approval of Enacom.

The closing of the sale of the CVH ROFR Shares under any CVH Sale Agreement shall take place at the offices of CVH or such address in Argentina or the United States as CVH shall indicate not later than ninety (90) days after the CVH Sale Agreement was executed and delivered to the CVH Selling Shareholder by the Fintech Parties or the Veto Third Party Shareholder (subject to extension under the circumstances and within the time periods provided in Section 4.7), as applicable. At such closing, the CVH Selling Shareholder shall deliver the certificates representing the CVH ROFR Shares, with any required documentary or transfer taxes or stamp taxes affixed, to the Fintech Parties or the Veto Third Party Shareholder, against payment therefor as provided in the CVH Sale Agreement, free and clear of any Encumbrance (other than this Agreement) or other encumbrances of whatsoever nature and with an appropriate transfer letter addressed to CVH.

If (i) none of the Fintech Parties or the Veto Third Party Shareholder has exercised the option within the applicable CVH ROFR Election Period or (ii) the closing of the purchase and sale of all the CVH ROFR Shares has not occurred by the date scheduled for closing for any reason other than a breach by the CVH Selling Shareholders of any of its or their covenants, representations or warranties in the CVH Sale Agreement that are a condition to such closing (the first to occur of the foregoing being hereinafter referred to as the “CVH Free to Sell Date”), then, in any such event, the CVH Selling Shareholder shall have the right (within 270 days following the CVH Free to Sell Date) to sell all, but not less than all, of the CVH ROFR Shares to the Proposed CVH Purchaser specified in the CVH ROFR Notice for the CVH ROFR Purchase Price.

The CVH Selling Shareholder’s right to sell the CVH ROFR Shares to the Proposed CVH Purchaser shall expire and all of the provisions of this Section 4.2 shall be reinstated in the event that the

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Proposed CVH Purchaser has not purchased the CVH ROFR Shares and complied with the requirements of Section 4.2(k) in full within two hundred seventy (270) days following the CVH Free to Sell Date, unless extended pursuant to Section 4.7.

If the Fintech Parties or the Veto Third Party Shareholder accept a CVH ROFR Offer and then willfully fails to consummate the purchase of the CVH ROFR Shares in accordance with the provisions of this Section 4.2 (a “CVH ROFR Defaulting Shareholder”), then, in addition to any remedies at law or in equity that the CVH Selling Shareholder may have in respect of such failure, the CVH ROFR Defaulting Shareholder shall thereafter cease to have any right to receive CVH ROFR Offers or to enjoy the benefits of this Section 4.2(k) in respect thereof.

(l)If Fintech Advisory, or any of its Affiliates (each a “Fintech Selling Shareholder”), wishes to Transfer, directly or indirectly, in one or a series of related transactions, any of its shares of Capital Stock in FT or FIA (the company that is proposed to be sold the “Fintech Sold Company”)  to any Person or Persons other than to an Affiliate of Fintech Advisory (the “Proposed Fintech Purchaser”) and following such Transfer Fintech Advisory, together with its Affiliates, would not hold more than 50% of the equity interests of the Fintech Sold Company and control the Fintech Sold Company, then the Fintech Selling Shareholder shall first deliver to CVH a written notice (a “Fintech ROFR Notice”) which shall specify (i) the number of shares of the Fintech Sold Company proposed to be Transferred (the “Fintech ROFR Shares”), (ii) the name of the Proposed Fintech Purchaser and the terms on which such Fintech ROFR Shares shall be sold to such Proposed Fintech Purchaser, and (iii) the aggregate purchase price (which shall be payable in cash in US dollars or Marketable Securities) which the Proposed Fintech Purchaser has agreed to pay for the Fintech ROFR Shares (the “Fintech ROFR Purchase Price”).  The Fintech ROFR Notice shall constitute an irrevocable offer by the Fintech Selling Shareholder (a “Fintech ROFR Offer”), for a period of thirty (30) days after delivery thereof to CVH (the “Fintech ROFR Election Period”), to sell all, but not less than all, of the Fintech ROFR Shares to CVH at the Fintech ROFR Purchase Price.  During the Fintech ROFR Election Period, CVH may inform the Fintech Selling Shareholder of the election by CVH to purchase all of the Fintech ROFR Shares at the Fintech ROFR Purchase Price by delivering written notice to such effect (a “Fintech ROFR Acceptance Notice”), prior to the expiration of the Fintech Election Period, to the Fintech Selling Shareholder.  Failure to so notify the Fintech Selling Shareholder of the election to so accept the Fintech ROFR Offer during the applicable time period shall be deemed a waiver of its purchase rights in connection with such Fintech ROFR Offer.

If CVH timely accepts the Fintech ROFR Offer and all of the Fintech ROFR Shares are agreed to be purchased by CVH, CVH and the Fintech Selling Shareholder shall, within thirty (30) days following the delivery of the Fintech ROFR Acceptance Notice to the Fintech Selling Shareholder, enter into a binding agreement (a “Fintech Sale Agreement”) for the sale of the Fintech ROFR Shares at the Fintech ROFR Purchase Price to CVH.  The Fintech Sale Agreement shall contain such terms as are customary between significant shareholders of an issuer; provided that the Fintech Selling Shareholder shall not be required to make any representations or warranties or provide any indemnities regarding the business of the Fintech Sold Company, or its Subsidiaries or investments and provided further that the payment obligations of the Fintech ROFR Purchase Price shall not be made subject to obtaining the prior approval of Enacom.

The closing of the sale of the Fintech ROFR Shares under any Fintech Sale Agreement shall take place at the offices of Fintech Advisory or such address in Argentina or the United States as the Selling Fintech Shareholder shall indicate not later than ninety (90) days after the Fintech Sale Agreement was executed and delivered to the Fintech Selling Shareholder by CVH (subject to extension under the circumstances and within the time periods provided in Section 4.7). At such closing, the Fintech Selling Shareholder shall deliver the certificates representing the Fintech ROFR Shares, with any required documentary or transfer taxes or stamp taxes affixed, to CVH, against payment therefor as provided in the

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Fintech Sale Agreement, free and clear of any Encumbrance (other than this Agreement) or other encumbrances of whatsoever nature and with an appropriate transfer letter addressed to Fintech Advisory.

If (i) CVH has not exercised the option within the applicable Fintech ROFR Election Period or (ii) the closing of the purchase and sale of all the Fintech ROFR Shares has not occurred by the date scheduled for closing for any reason other than a breach by the Fintech Selling Shareholder of any of its covenants, representations or warranties in the Fintech Sale Agreement that are a condition to such closing (the first to occur of the foregoing being hereinafter referred to as the “Fintech Free to Sell Date”), then, in any such event, the Fintech Selling Shareholder shall have the right (within 270 days following the Fintech Free to Sell Date) to sell all, but not less than all, of the Fintech ROFR Shares to the Proposed Fintech Purchaser specified in the Fintech ROFR Notice for the Fintech ROFR Purchase Price.

The Fintech Selling Shareholder’s right to sell the Fintech ROFR Shares to the Proposed Fintech Purchaser shall expire and all of the provisions of this Section 4.2 shall be reinstated in the event that the Proposed Fintech Purchaser has not purchased the CVH ROFR Shares and complied with the requirements of Section 4.2(k) in full within two hundred seventy (270) days following the CVH Free to Sell Date, unless extended pursuant to Section 4.7.

If CVH accepts a Fintech ROFR Offer and then willfully fails to consummate the purchase of the Fintech ROFR Shares in accordance with the provisions of this Section 4.2 (a “Fintech ROFR Defaulting Shareholder”), then, in addition to any remedies at law or in equity that the Fintech Selling Shareholder may have in respect of such failure, the Fintech ROFR Defaulting Shareholder shall thereafter cease to have any right to receive Fintech ROFR Offers or to enjoy the benefits of this Section 4.2(l) in respect thereof.

SECTION 4.3.  Tag Along Rights.

(a)If any Shareholder party to this Agreement wishes to Transfer all or substantially all Company Shares held directly or indirectly by it in one or a series of related transactions and such Shareholder has complied with the obligations under Section 4.2 and is entitled to sell the ROFR Shares to the Proposed Purchaser named in the ROFR Notice or to a Shareholder exercising its rights under Section 4.2 hereof (the “Buyer”) then, for a period of fifteen (15) Business Days after the date (the “Execution Date”) the Selling Shareholder and the Buyer enter into a binding agreement (a “Tag Along Sale Agreement”) for the purchase and sale of the ROFR Shares (the “Tag Along Election Period”), each Offeree Shareholder (the “Tag Along Shareholder”) shall have the right (the “Tag Along Right”), but not the obligation, to sell to the Buyer up to all of its Company Shares determined in accordance with the following two sentences. In the event that the Buyer is willing to purchase all of the Company Shares that such Tag Along Shareholder elects to sell pursuant to the Tag-Along Right, all such Company Shares shall be sold to the Buyer.  If the Buyer is not willing to purchase all of the Company Shares that such Tag Along Shareholder elects to sell pursuant to the Tag-Along Right, then each Tag Along Shareholder and each Selling Shareholder, shall have the right to sell to such Buyer a number of shares of Company Shares (the “Tag-Along Share Number”) equal to the number of Company Shares that the Buyer wishes to purchase, multiplied by a fraction, the numerator of which is the number of shares held by each Selling Shareholder or each Tag Along Shareholder (as applicable) and the denominator of which is the total number of shares of Company Shares held by the Selling Shareholder and all Tag Along Shareholders (in each case as of the date of the Tag Right Notice referred to below); provided that if the Buyer is willing to increase the number of Company Shares it is willing to purchase from that number specified in the ROFR Notice (but is not willing to purchase all of the Company Shares the Tag Along Shareholders and the Selling Shareholder wish to sell), such Shareholders shall have the right to include in such Tag-Along Sale a pro rata amount of their respective Company Shares to account for such increase.  The Selling Shareholder shall notify each Tag Along Shareholder, in writing (a “Tag Right Notice”), of the Execution

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Date not less than two (2) Business Days prior to such date.  The Tag Right Notice shall also specify the following: (i) the identity and mailing address of the Buyer, (ii) the per-share purchase price and form of consideration to be paid by the Buyer for the ROFR Shares, (iii) the Tag Along Share Number (showing the calculation thereof in reasonable detail), (iv) any other material terms and conditions of the sale of the ROFR Shares (including any indemnification or other post-closing obligations to the Selling Shareholder) and (v) that the Buyer has provided the undertaking referred to in the next following sentence.  Any Tag Along Sale Agreement shall include an irrevocable undertaking by the Buyer to purchase Company Shares from the Tag Along Shareholders (x) in an amount equal to the Tag Along Share Number and (y) on the same terms and conditions as those on which the Buyer has agreed to purchase the ROFR Shares of the Selling Shareholder, and the Tag Along Shareholders shall be named as express beneficiaries of that undertaking in the Tag Along Sale Agreement.

(b)During the Tag Along Election Period, the Tag Along Shareholders may elect to sell a number of Company Shares held directly or indirectly by them which is equal to or less than the Tag Along Share Number to the Buyer by delivering to the Selling Shareholder and the Buyer written notice to such effect (a “Tag Right Acceptance Notice”) prior to the expiration of the Tag Along Election Period.  Failure by a Tag Along Shareholder to so notify the Selling Shareholder and the Buyer within the Tag Along Election Period shall be deemed a waiver by such Tag Along Shareholders of the Tag Along Right in connection with the sale by the Selling Shareholder of the ROFR Shares to the Buyer pursuant to the Tag Along Sale Agreement signed by them on the Execution Date, but shall not impair or prejudice any rights of such Tag Along Shareholder under this Section 4.3 in the event that the provisions hereof again become applicable to a Transfer by the Selling Shareholder of any of the Company Shares referred to in the Tag Right Notice.

(c)If the Tag Along Right is timely exercised, the Selling Shareholder shall cause the Buyer to, within fifteen (15) Business Days after the Execution Date, enter into a binding agreement (a “Participating Tag Along Sale Agreement”) with each of the participating Tag Along Shareholders (the “Participating Tag Along Members”) for the purchase from such members of Company Shares held by them in a total amount equal to or less than (at the election of the Participating Tag Along Members) the Tag Along Share Number, in each case at the same price per share and on substantially the same terms and conditions as those offered by the Buyer to the Selling Shareholder (including the form of consideration to be paid to the Selling Shareholder by the Buyer).  Each Participating Tag Along Member shall enter into the Participating Tag Along Sale Agreement within said fifteen (15) Business Day period with the Buyer and, upon compliance with the terms and conditions hereof and thereof, each Participating Tag Along Member shall sell to such Buyer the number of Company Shares it has agreed to sell to the Buyer as set forth in the Participating Tag Along Sale Agreement, free and clear of all Encumbrances (other than this Agreement), at the price and on the terms determined in accordance with the immediately preceding sentence.  The closings of the purchase by the Buyer of the ROFR Shares and of the Company Shares to be sold by the Participating Tag Along Members shall occur simultaneously and shall be conditioned upon each other. For the avoidance of doubt, this Section 4.3 shall not apply to or in connection with any sale of Dominio shares subject to the provisions of Section 4.2(j), or to or in connection with any sale of CVH shares subject to the provisions of Section 4.2(k) or to or in connection with any sale of shares of FT or FIA subject to the provisions of Section 4.2(l).

SECTION 4.4.  Restrictions on Encumbrances on Shares.  Except as expressly permitted by this Agreement, the Call Option Agreement, or the Pledge Agreement, no Shareholder shall Encumber its Company Shares or any other direct or indirect interest that such Shareholder may have in the Company unless any Transfer that may result from the execution of such Encumbrance shall be expressly subject to the provisions of this Article IV.

SECTION 4.5.  RESERVED.

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SECTION 4.6.  Determination of Fair Market Value.  Whenever the Fair Market Value of any assets or property (including securities) is to be determined, each of CVH on the one hand (for so long as the CVH Parties hold the Minimum Shareholders Amount), and Fintech Advisory on the other (for so long as Fintech Advisory owns the Minimum Shareholders Amount), shall select an Independent Investment Banking Firm to determine such Fair Market Value within the selection period provided in the applicable Section of this Agreement which contemplates the determination of Fair Market Value; provided that if either CVH or Fintech Advisory shall fail to select an Independent Investment Banking Firm within the required period, then the determination of such Fair Market Value shall be made by the Independent Investment Banking Firm selected by the other Shareholder notwithstanding the other provisions of this Section 4.6, which determination shall be final and binding on the parties to this Agreement.  The two Independent Investment Banking Firms shall each deliver a written report within thirty (30) days after the date of its engagement to each of Fintech Advisory and CVH setting forth its good faith determination of the Fair Market Value of the assets of property, as the case may be, for which Fair Market Value is to be determined.  If the higher determination of such two Independent Investment Banking Firms is not greater than one hundred and ten percent (110%) of the lower determination, then such Fair Market Value shall be the average of the two determinations.  If the higher determination is greater than one hundred and ten percent (110%) of the lower determination, then the two Independent Investment Banking Firms shall jointly select, within five (5) days after the date on which the later of such two written reports was delivered, a third internationally recognized investment banking firm that is not an Affiliate of any Shareholder and which has not received remuneration in excess of U.S.$1 million (exclusive of fees, commissions and discounts received by such firm as part of an underwriting syndicate in which such firm was not the lead or co-lead manager) from any Shareholder (or any Affiliate of any Shareholder) within the twelve (12) months preceding such selection, and shall make available to such third firm their work product relating to their determination of Fair Market Value.  Such jointly selected investment banking firms shall, within fifteen (15) days after its selection, deliver a written report to each of Fintech Advisory and CVH and the Company setting forth its good faith determination of the Fair Market Value of the Company, Company Shares or other assets or property, as the case may be.  Such jointly selected investment banking firm shall be permitted only to determine which of the two determinations of Fair Market Value made by the first two investment banks is most reasonable, and such determination shall be final and binding and the Fair Market Value so found to be most reasonable shall be the Fair Market Value of the assets or property being appraised pursuant to this Section 4.6.  Each of Fintech Advisory, CVH and the Company shall cooperate fully in assisting such investment banking firms in making the determinations required hereby and each valuation shall be made as of the last day of the most recent fiscal quarter of the Company for which financial statements are available immediately prior to the time the first Independent Investment Banking Firm is engaged.  One-half of the fees and expenses of the investment banking firms shall be borne by Fintech Advisory and the other half shall be borne by CVH.

SECTION 4.7.  Extension of Time Periods for Governmental Approvals.  The time periods to consummate a purchase by any third party of any Company Shares or Dominio Shares pursuant to Section 4.2 and 4.3 shall be extended, if necessary, to the tenth (10th) Business Day following the receipt of all material governmental, regulatory and other third party consents, authorization, approvals or waivers that may be required in connection with the purchase and sale of any Company Shares pursuant to any of such Sections (including any consent, authorization, approval or Waiver from Enacom, the Comisión Nacional de Comunicaciones, the Secretaría de Comunicaciones, the Inspección General de Justicia and the Comisión Nacional de Defensa de la Competencia) (other than any such consent, authorization, approval or waiver the receipt of which has been waived by the third party purchaser of such Company Shares) (collectively, “Material Approvals”); provided, however, in the event that the Material Approvals have not been obtained within one (1) year following the execution of the Sale Agreement or the Participating Tag Along Sale Agreement, as the case may be, the Selling Shareholder or the Tag Along Shareholder, as applicable, shall not be obligated to proceed with the closing of the

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purchase and sale of its Company Shares pursuant to Section 4.2 or 4.3, as applicable, unless each Offeree Shareholder or the buyer, as applicable, provides a guarantee of its obligations to purchase the Company Shares on substantially similar terms (mutatis mutandis) as the guarantee provided in the Amended and Restated Stock Purchase Agreement, dated October 24, 2014, by and between FT, Telecom Italia S.p.A. and Telecom Italia International N.V. (the “2014 SPA”).

SECTION 4.8.  Drag Along Rights. (a) Commencing on the Drag Along Effective Date, in the event that any Shareholder that satisfies the Minimum Shareholders Amount requirement wishes to Transfer, directly or indirectly, all but not less than all of its Company Shares (the “Dragging Shares”) to any Person or Persons, together with the Company Shares of the other Parties of this Agreement (any such Shareholder, a “Dragging Shareholder”), then the Dragging Shareholder shall send a written notice (the “Drag Notice”) to the other Shareholders (the “Dragged Shareholders”) requesting that the Dragged Shareholders sell such number of Company Shares held by the Dragged Shareholders (ratably to their Agreement Ownership Percentage) that, together with the Dragging Shares, constitute at least fifty-one percent (51%) of the outstanding Capital Stock of the Company (the “Dragged Shares”).  Upon receipt of the Drag Notice, the Dragged Shareholders shall be obligated to sell the Dragged Shares subject to and in accordance with the terms of this Section 4.8 and shall have the right to sell certain of the remaining Company Shares held by such Dragged Shareholders pursuant to and in accordance with the terms of Section 4.3.

(b)During the 30 days immediately following receipt of the Drag Notice (the “Negotiation Period”), the Dragging Shareholder and the Principal Dragged Shareholder shall negotiate in good faith the sale to the Principal Dragged Shareholder of all the Company Shares held by the Dragging Shareholder. During the Negotiation Period the Principal Dragged Shareholder shall be obligated to deliver to the Dragging Shareholder at least one non-binding offer (the “Non-Binding Offer”) to acquire all such Company Shares and shall state a purchase price per Company Share which shall be expressed in United States Dollars and payable in a single installment in cash and any other material term for such purchase;

(c)If the Dragging Shareholder and the Principal Dragged Shareholder do not reach an agreement prior to the expiration of the Negotiation Period, each of the Principal Dragged Shareholder and the Dragging Shareholder shall be entitled to deliver to each other, within the 15 days immediately following the expiration of the Negotiation Period (the “Pricing Notice Period”) a notice in writing (the “Pricing Notice”) stating, (A) in case of the Pricing Notice delivered by the Dragging Shareholder, a purchase price per Company Share, which shall be expressed in United States Dollars and payable in one single installment in cash, at which the Dragging Shareholder is willing to drag the Dragged Shares (the “Dragging Price”); and (B) in case of the Pricing Notice delivered by the Principal Dragged Shareholder, a binding and irrevocable offer (the “Binding Offer”) stating the purchase price per Company Share, which shall be expressed in United States Dollars and payable in one single installment in cash, at which the Principal Dragged Shareholder is willing to purchase all of the Company Shares of the Dragging Shareholder and of each other Dragged Shareholder (the “Blocking Price”).

(d)If (i) the Principal Dragged Shareholder fails to deliver the Pricing Notice in due time or (ii) the Dragging Price is greater than or equal to the product of the Blocking Price multiplied by 1.05 (the “Minimum Price Differential”), the Dragging Shareholder shall have the right to cause the Dragged Shareholders to sell all of the Dragged Shares (together with all of the Company Shares sold by the Dragging Shareholder) to any Person or Persons in accordance with the terms described below. If the (x) Blocking Price is greater than the Dragging Price or (y) the Dragging Price is less than the product of the Blocking Price multiplied by 1.05, then the Dragging Shareholder shall not be entitled to exercise its Dragging Rights in respect of such sale of the Dragged Shares and the Principal Dragged Shareholder shall be obligated to purchase all of the Company Shares held by the Dragging Shareholder and each

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other Dragged Shareholder that provides prompt notice to the Principal Dragged Shareholder of its election to sell its Company Shares, together with the shares of the Dragging Shareholder, at the Blocking Price, in the case of (x) above, or at the Dragging Price, in the case of (y) above. Failure by the Principal Dragged Shareholder to deliver:  (i) the Binding Offer within the Negotiation Period, or (ii) a Pricing Notice within the Pricing Notice Period shall be deemed a waiver of their respective rights in connection with such Drag Notice and their acceptance of the Drag Along Rights exercised by the Dragging Shareholder.

(e)In the event that the Binding Offer is accepted by the Dragging Shareholder, the closing of the sale of its Company Shares and the Company Shares of each other Dragged Shareholder that elects to sell its Company Shares in accordance with clause (d) above under any Sale Agreement shall take place at the offices of the Company (or at such other place as may be mutually acceptable to the parties thereto) not later than the thirtieth (30th) day after the Sale Agreement was executed and delivered to the Dragging Shareholder by the Principal Dragged Shareholder (subject to the extension under the circumstances and within the time periods provided in this Agreement).

(f)If (i) the Principal Dragged Shareholder has not delivered a Binding Offer during the Pricing Notice Period, or (ii) if the Binding Offer has been accepted by the Dragging Shareholder and either (x) the Sale Agreement has not been executed by the Principal Dragged Shareholder and tendered to the Dragging Shareholder for execution within the period provided in this Section, or (y) the closing of the sale of the Company Shares of the Dragging Shareholders and each Dragged Shareholder that elects to sell its Company Shares in accordance with clause (d) above to the Dragged Shareholder pursuant to a Sale Agreement has not occurred by the date scheduled for closing for any reason other than a breach by the Dragging Shareholder of any of its covenants, representations or warranties in the Sale Agreement that are a condition to such closing or (iii) the Dragging Price is greater than or equal to the Blocking Price multiplied by 1.05; or (iv) the Dragged Shareholder fails to deliver a Pricing Notice by the end of the Pricing Notice Period, (the first to occur of the foregoing being hereinafter referred to as the “Drag Date”), then, in any such event, the Dragging Shareholder shall have the right to sell all its Company Shares together with the Dragged Shares (as defined below) to any Person or Persons in accordance with the terms described below.

(g)The Dragging Shareholder shall have the right to enter into a Sale Agreement with any Person or Person (the “Third Party Buyer”) in respect of the Dragging Shares and the Dragged Shares within 270 days following the Drag Date and each Dragged Shareholder shall be obligated to be a party to such Sale Agreement and sell all of its Dragged Shares in accordance with the same terms and conditions upon which the Dragging Shareholder is selling its Dragging Shares in such Sale Agreement, provided that the purchase price under such Sale Agreement shall not be lower than the Dragging Price.

(h)If the Dragged Shares are less than all the Company Shares held by the Dragged Shareholder, the Dragged Shareholder (i) shall be entitled to require that the Dragging Shareholder or the Third Party Buyer acquire all of its Company Shares at a purchase price that shall not be lower than the Dragging Price or (ii) shall remain a party to this Agreement and shall accept the Third Party Buyer as its counterparty under this Agreement in accordance with its terms, provided that this Section 4.8 shall no longer be applicable after the Third Party Buyer becomes a Shareholder.

(i)The Dragging Shareholder’s right to cause the sale of the Dragged Shares to a Third Party Buyer pursuant to this Section shall expire and all of the provisions of this Section shall be reinstated in the event that the Third Party Buyer has not purchased the Dragged Shares and complied with the requirements of Section 4.2 in full within two hundred seventy (270) days following the Drag Date (the “Drag Deadline”).  In the event that the Third Party Buyer and the Dragging Shareholder enter into a Sale Agreement prior to the Drag Deadline, the Drag Deadline shall be automatically extended until such time

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as the regulatory approvals required in connection with such sale have been obtained; provided that, in the event the required regulatory approvals have not obtained within one (1) year following the execution of the Sale Agreement, the Third Party Buyer shall provide a guarantee of its obligations under the Sale Agreement on substantially similar terms (mutatis mutandis) as the guarantee provided in the 2014 SPA. If the Principal Dragged Shareholder is obligated to purchase the Dragging Shareholder’s Company Shares under this Section 4.08, such purchase shall be consummated upon the receipt of the regulatory approvals required for such transaction; provided that, in the event that the required regulatory approvals have not obtained within one (1) year following the date the Dragged Shareholder’s obligation to purchase such Company Shares arose, the Principal Dragged Shareholder shall provide a guarantee of its obligations to purchase the Company Shares of the Dragging Holder on substantially similar terms (mutatis mutandis) as the guarantee provided in the 2014 SPA.

(j)If the Principal Dragged Shareholder fails to consummate the purchase of all of the Company Shares of the Dragging Shareholder in accordance with the provisions of this Section 4.8 (a “Defaulting Shareholder”), then, in addition to any remedies at law or in equity that the Dragging Shareholder may have in respect of such failure, the Defaulting Shareholder shall thereafter cease to have any right to send Binding Offers or Pricing Notices.

(k)All the Parties shall cooperate in good faith with the Dragging Shareholder in connection with the consummation of the Transfer of all of the Company Shares pursuant to the Drag Notice (the “Drag Transaction”).  Each Party shall take all actions reasonably necessary and desirable in connection with the consummation of the Drag Transaction, including the voting or causing the voting of any shares to approve the Drag Transaction, the execution of such agreements and instruments and other actions necessary to provide the representations, warranties, indemnities, covenants, conditions, escrow agreement and other provisions and agreements relating thereto.  Notwithstanding the foregoing, the Parties other than the Dragging Shareholder shall only be required to grant limited representations in connection with the Drag Transaction, consisting of (i) organization, (ii) title to the Shares and transfer to the Third Party(ies) Buyer free and clear of any Liens, (ii) authority to transfer its Shares to the Third-Party Buyer, and (iii) the non-violation by such Transfer of any Applicable Law or contractual restriction, in each case binding upon such Party), as well as any additional warranties and covenants relating to its ownership of the Relevant Company Shares to the Third-Party Buyer that are reasonably customary for transactions of this kind. Each Party shall make all required filings and applications to the Enacom, Antitrust Authority and any other competent Governmental Entity and cooperate in the obtainment of any required Authorization.

(l)Upon the closing of the Drag Transaction, each Shareholder shall deliver at such closing, against payment of the purchase price therefore in cash, certificates or other instruments representing or evidencing the relevant Company Shares to be sold, duly endorsed for transfer, and evidence of good title to the Company Shares to be sold and the absence of Liens with respect thereto and such other reasonable matters as are deemed necessary for the proper Transfer of such Company Shares for the benefit of the Third Party Buyer.

(m)In the event of the exercise of the Drag Along Right under this Section, the Right of First Refusal and the Tag Along Right of the other Parties, as set forth in Sections 4.2 and 4.3, respectively, shall not apply; provided, however, that in the event that the Third Party Buyer desires to purchase more than fifty-one percent (51%) of the outstanding Capital Stock of the Company, then the Dragged Shareholders shall be entitled to sell collectively, on a pro rata basis, to the Third Party Buyer a number of Company Shares equal to (x) the number of Company Shares desired by the Third Party Buyer minus (y) fifty-one percent (51%) of the outstanding Capital Stock of the Company (the “Incremental Dragged Shares”); provided further that under no circumstances shall the sale the Dragged Shares or the Incremental Dragged Shares reduce the number of Company Shares to be sold by the Dragging

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Shareholder in the Drag Transaction.  This Agreement shall immediately and fully terminate upon the consummation of the sale of all the Company Shares to the Third Party Buyer pursuant to the Drag Transaction, unless the Dragged Shares are less than all of the Company Shares held by the Dragged Shareholders, in which case this Agreement shall continue to be in effect between the Dragged Shareholder and the Third Party Buyer and the provisions of Section 4.8 shall no longer be effective.

(n)In case of failure by the Dragged Shareholders to Transfer their Company Shares pursuant to this Section upon exercise of the Drag Along Right by the Dragging Shareholder, the Dragging Shareholder shall be free to Transfer its Company Shares to the Third Party(ies) Buyer without any restriction, without prejudice to the liability of the other Parties vis-à-vis the Dragging Shareholder for breach of the provisions hereunder and any other remedy available to the Dragging Shareholder under the Law, the By-laws or this Agreement.

(o)For the avoidance of doubt, this Section 4.8 shall not apply to or in connection with any sale of Dominio shares subject to the provisions of Section 4.2(j), or to or in connection with any sale of CVH shares subject to the provisions of Section 4.2(k) or to or in connection with any sale of shares of FT or FIA subject to the provisions of Section 4.2(l).

ARTICLE V

UNDERWRITTEN OFFERS

SECTION 5.1.  Underwritten Offerings.  Subject to Sections 5.2(c) and 5.4 below, at any time and from time to time, any Shareholder owning directly or indirectly at least the Minimum Shareholders Amount or the Veto Third Party Shareholder that intends to dispose of Class B Stock representing at least five percent (5.0%) of the Company’s total capital at the time of such request in an underwritten offering that would result in cash proceeds for such Shareholder of at least US$100 million shall have the right to require the Company to assist such Shareholder in connection with such offering.  All requests pursuant this Section 5.1 are referred to herein as “Underwritten Offering Requests” and the offerings contemplated in such requests are referred to herein as “Underwritten Offerings”.  As promptly as practicable, but no later than seven business days after receipt of an Underwritten Offering Request, the Company shall give written notice (the “Underwritten Offering Request Notice”) of such Underwritten Offering Request to all Shareholders at such time owning, directly or indirectly, at least the Minimum Shareholders Amount.

SECTION 5.2.  Undertakings of the Company.

(a)The Company shall include in any documentation required to be prepared by the Company in connection with any Underwritten Offering Request, including any regulatory filing, (i) the number of Class B Stock of the Company requested to be included in the Underwritten Offering by the Shareholders who have made the Underwritten Offering Request and (ii) the Class B Stock of the Company of any other Shareholders who shall have made a written request to the Company for inclusion in such Underwritten Offering (which request shall specify the maximum number of Class B Stock intended to be disposed of by such Shareholder) within 20 days after receipt of the Underwritten Offering Request Notice.

(b)The Company shall, as expeditiously as possible following a Underwritten Offering Request use its reasonable best efforts to (i) effect such filings under the Argentine and United States securities laws relating to the Capital Stock of the Company which the Company has been so requested to include in

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the Underwritten Offering, for distribution in accordance with the intended method of disposition specified in the Underwritten Offering Request and (ii) if requested by the Shareholders of Capital Stock of the Company who have made the Underwritten Offering Request, obtain authorization in Argentina and the United States, as applicable, to effect the Underwritten Offering.  In connection with the Company’s obligations under Sections 5.1 hereof, the Company will use its reasonable best efforts to permit the sale of such Company Shares by the Shareholders in accordance with the intended method or methods of distribution thereof under applicable law, as expeditiously as reasonably practicable, and in connection therewith the Company will:

(i)(A) prepare the applicable required registration and/or listing documents including all exhibits and financial statements required under applicable law to be filed therewith (such documents, collectively “Filing Documents”), and such Filing Documents shall comply as to form with the requirements of the applicable form and include all financial statements required by the CNV, the BCBA or any other governmental authority, to be filed therewith and all information reasonably requested by the lead managing underwriter or sole underwriter, if applicable, to be included therein, (B) use its reasonable best efforts to not take any action that would cause the Filing Documents, taken as a whole, to contain a material misstatement or omission necessary to be included therein to make the statements, in light of the circumstances under which they were made, not misleading, and (C) cause the Filing Documents and any amendment or supplement thereto to comply in all material respects with any requirements of the Argentine and United States securities laws, as applicable.  Before filing or publishing the Filing Documents, or any amendments or supplements thereto, furnish to the underwriters, if any, and to the Shareholders that made the Underwritten Offering Request covered by such Filing Documents, copies of all documents filed with an applicable regulatory authority in conformity with the requirements of any applicable law; provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to taxation or general service of process in any such jurisdiction where it is not then so subject;

(ii)furnish to the Shareholders that made the Underwritten Offering Request and the managing underwriter or underwriters, if any, without charge, as many copies of the relevant Filing Documents, any amendment or supplement thereto and such other documents as such Holder or underwriter may reasonably request in order to facilitate the sale of the Capital Stock in the manner contemplated in the Filing Document;

(iii)notify the Shareholders that made the Underwritten Offering Request and the managing underwriter or underwriters, if any, as soon as reasonably practicable after notice thereof is received by the Company (i) once the Filing Documents or any amendment thereto have been filed or becomes effective or authorized for use in connection with the Underwritten Offering, (ii) of any written comments by the CNV, the BCBA or any other governmental authority any request by the CNV, the BCBA or any other governmental authority for amendments or supplements to such Filing Documents or for additional information, (iii) of the issuance by the CNV, the BCBA or any other governmental authority of any stop order suspending the effectiveness of such Filing Documents or any order preventing or suspending the use of any Filing Documents or the initiation or threatening of any proceedings for such purposes, (iv) if, at any time, any of the representations and warranties of the Company in any applicable underwriting agreement cease to be true and correct in any material respect and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Capital Stock for offering or sale in any jurisdiction contemplated in the Filing Documents or the initiation or threatening of any proceeding for such purpose;

(iv)use its reasonable best efforts to prevent or obtain the withdrawal of any stop order or other order suspending the use of any Filing Document;

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(v)use its reasonable best efforts to cause the Capital Stock covered by the applicable Filing Documents to be approved by such governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Capital Stock;

(vi)obtain for delivery to the underwriter or underwriters in the Underwritten Offering an opinion or opinions from counsel for the Company dated the date of the closing under the underwriting agreement, in customary form, scope and substance, which counsel and opinions shall be reasonably satisfactory to such underwriters;

(vii)obtain for delivery to the Company and the managing underwriter or underwriters, a comfort letter from the Company’s independent certified public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as the managing underwriter or underwriters reasonably request in connection with the Underwritten Offering, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement;

(viii)cooperate with each seller of Capital Stock and each underwriter participating in the disposition of such Capital Stock and their respective counsel in connection with any filings required to be made with the CNV, the BCBA and any other governmental authority;

(ix)make available upon reasonable notice at reasonable times and for reasonable periods for inspection by a representative appointed by the majority of the Shareholders participating in the Underwritten Offering, by any underwriter participating in any disposition to be effected pursuant to such Filing Documents and by any attorney, accountant or other agent retained by such Shareholders or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified its financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such Person in connection with such Filing Documents as shall be necessary to enable them to exercise their due diligence responsibility pursuant to the requirements of applicable law; and

(x)within a reasonable time prior to the filing of any Filing Document, provide copies of such document to the Shareholders participating in the Underwritten Offering and to counsel to such Shareholders and to the underwriter or underwriters of the Underwritten Offering, and fairly consider such reasonable changes in any such document prior to the filing thereof as such the counsel may timely request.

(c)The rights granted under Section 5.1 are subject to the following limitations: (i) the Company shall not be required to cause more than one filing or request authorization for an Underwritten Offering within any period of 180 consecutive days; (ii) if the Board, in its good faith judgment, determines that any Underwritten Offering of Capital Stock of the Company should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other transaction involving the Company or its Subsidiaries (a “Valid Business Reason”), (A) the Company may postpone any filing, request for authorization or other procedures relating to an Underwritten Offering Request until such Valid Business Reason no longer exists, but in no event for more than 90 days, and (B) in case a filing or request for authorization has been made relating to an Underwritten Offering Request, the Company may cause such filing or request to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such filing or request until such Valid Business Reason no longer exists, but in no event for more than 90 days; and the Company shall give written notice of its determination to postpone or withdraw a filing or request and of the fact that the

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Valid Business Reason for such postponement, withdrawal or premature termination no longer exists, in each case, promptly after the occurrence thereof; and (iii) the Company shall not be required to effect a filing or request pursuant to Section 5.1 with respect to more than three Underwritten Offering Requests under this Agreement, provided that if any Underwritten Offering is abandoned as a result of a Valid Business Reason, the Company may be required to effect an additional filing pursuant to Section 5.1.

(d)Each Shareholder agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw any filing or request for authorization for a Valid Business Reason pursuant to clause (c) above, such party will discontinue its disposition of Company Shares pursuant to such filing or authorization and, if so directed by the Company, will deliver to the Company all copies, other than permanent file copies, then in such party’s possession, of the offering document covering such Company Shares that was in effect at the time of receipt of such notice.

(e)The Company, subject to Section 5.4, may elect to include in any filing and offering made pursuant to Section 5.1, (i) authorized but unissued Class B Stock held by the Company as treasury shares and (ii) any other Class B Stock which are requested to be included in such registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof in accordance with the terms of this Agreement; provided, however, that such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the terms of the underwriting agreement or arrangements entered into by the Shareholders.

(f)The Company, shall pay all expenses (“Filing Expenses”) arising from or incident to any Underwritten Offerings, regardless of whether the offering is effected; provided that each Shareholder shall bear the expense of any broker’s commission or underwriter’s discount or commission relating to the registration and sale of its Company Shares and any of its legal fees, incurred in connection with a Underwritten Offering Request effected pursuant to Section 5.1.  Subject to the proviso included in the immediately preceding sentence, Filing Expenses shall include, without limitation, any and all expenses incident to performance of or compliance with any registration or marketing of securities pursuant to this Article V, including without limitation, (i) the fees, disbursements and expenses of the Company’s legal counsel and accountants in connection with this Agreement and the performance of the Company’s obligations hereunder; (ii) all expenses, including filing fees, in connection with the preparation, printing and filing of any registration statement, prospectus or preliminary prospectus, any other offering document and amendments and supplements thereto and the mailing and delivering of copies thereof to any underwriters and dealers; (iii) the cost of printing or producing any agreements among underwriters, underwriting agreements, and legal investment memoranda, any selling agreements and other documents in connection with the offering, sale or delivery of the securities to be disposed of (iv) all expenses in connection with the qualification of the securities to be disposed of for offering and sale under securities laws, including the fees and disbursements of counsel for the underwriters in connection with such qualification; (v) all fees and expenses payable in connection with the listing of the securities on an y securities exchange or automated interdealer quotation system; (vi) any other fees and disbursements of underwriters customarily paid by the issuer of securities; and (vii) the costs and expenses of the Company relating to analyst or investor presentations or any “road shows” undertaken in connection with the marketing of the securities.

SECTION 5.3.  Piggyback Rights.

(a)If at any time through the fifth anniversary of the Effective Date, the Company proposes or is required to make any filing or request authorizations under Argentine securities laws in connection with a public offering in Argentina of Company Shares, whether or not for its own account, the Company shall give prompt written notice of its intention to do so and of the intended method of distribution to each Shareholder party to this Agreement owning directly or indirectly, at least the Minimum Shareholders

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Amount.  Upon the written request of any such Shareholder made within 20 days following the receipt of any such written notice (which request shall specify the maximum number of Company Shares intended to be disposed of by such Shareholder in connection with such proposed offer), the Company shall, subject to Sections 5.3(b) and 5.4, use its best efforts to cause all such shares of Capital Stock to be authorized for sale to the public under Argentine securities laws (together with the securities which the Company at the time proposes to register) to permit the sale or other disposition by such Shareholder (in accordance with the intended method of distribution thereof) of such Company Shares.

(b)If at any time after giving written notice of its intention to make any filing or request authorizations for the offer to the public in Argentina of any equity securities and prior to the effective date of the authorization to sell such equity securities to the public in Argentina, the Company shall determine for any reason to delay the authorization to offer such equity securities, the Company may, at its election, give written notice of such determination to all Shareholders party to this Agreement and withdraw any filing and/or request for authorization, and (i) in the case of a determination not to proceed with such public offering, shall be relieved of its obligation to make a filing or request authorization for any other shares of Capital Stock in connection with such abandoned filing, without prejudice, however, to the rights of the Shareholders under Section 5.1, and (ii) in the case of a determination to delay such public offering of equity securities, shall be permitted to delay filings and/or requests for authorization for such Company Shares for the same period as the delay in effecting the public offering in Argentina of such other equity securities.

SECTION 5.4.  Allocation of Securities.

If any request pursuant to Section 5.1 involves an Underwritten Offering and if the lead managing underwriter (the “Manager”) shall advise the Company that, in its view, the number of securities requested by one or more Shareholders to be included in such Underwritten Offering (including those securities requested by the Company to be included in such registration) exceeds the largest number (the “Sale Number”) that can be sold in an orderly manner in such Underwritten Offering within a price range acceptable to the Shareholders that made the Underwritten Offering Request, as the case may be, the Company shall include in such Underwritten Offering all shares of Capital Stock requested to be included in such Underwritten Offering, provided, however, that if the number of such shares of Capital Stock exceeds the Sale Number, then the number of shares of Capital Stock (not to exceed the Sale Number) to be included in such Underwritten Offering shall be reduced on a pro rata basis among all such Shareholders, based on the number of shares of Capital Stock held by each such Shareholder requesting inclusion pursuant to Section 5.2(a) or Section 5.3(a) out of the total outstanding shares of Capital Stock of the Company; provided, however, that such allocation shall not operate to reduce the aggregate number of shares of Capital Stock to be included in such Underwritten Offering below the Sale Number, and if any Shareholder does not request inclusion of the maximum number of shares of Capital Stock allocated to such Shareholder pursuant to the above-described procedure, the remaining portion of such Shareholder’s allocation shall be reallocated among those requesting Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Capital Stock which would be held by such Shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Capital Stock which may be included in the registration on behalf of the Shareholders have been so allocate.

SECTION 5.5.  Right of First Offer. (a) In the event any Shareholder intends to exercise any of the rights set forth in Section 5.1 or Section 5.3 to Transfer all or any part of its Company Shares (the “Offered Interest”), such Shareholder shall first provide the other Shareholders with a notice of its intent to sell such Offered Interest (an “Offer Notice”) specifying the number and type of Company Shares that it proposes to sell and the intended offer price.  For twenty-eight (28) days following receipt of such Offer Notice, each of other Shareholders shall have a right to purchase such Offered Interest at the intended

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offer price indicated in the Offer Notice, subject to this Section 5.5.  Such right shall be exercisable upon delivery of a written reply notice (or notices) by the Shareholders to the transferor within such twenty-eight (28) day period.  If one or more Shareholders timely deliver such a written reply notice, then such Shareholders shall on a single date promptly (and in any case within sixty (60) days after the expiration of such 28 day period), at the purchase price and on the payment terms specified in the Offer Notice, purchase or cause to be purchased an amount of each type of Company Shares equal to the amount of each type of Company Shares proposed to be sold multiplied in each case by the such Shareholder’s Agreement Ownership Percentage (excluding for the purposes of this calculation in the denominator any Company Shares proposed to be offered).  No Shareholder shall be required to sell any Company Shares pursuant to this Section 5.5(a) unless all of the Offered Interest will be purchased by one or more Shareholders.

(b)  If all of the Offered Interest proposed to be sold is not purchased by one or more Shareholders in the manner specified above, the transferor may, subject to the provisions of this Article V offer such Offered Interest within two hundred seventy (270) days of the date that is twenty-eight (28) days after the date of the Offer Notice; provided that any sale of such Offered Interest must be made at a purchase price that is equal to or greater than the offer price specified in the Offer Notice.

ARTICLE VI

RESTRICTIONS; COMMITMENTS

SECTION 6.1.  Corporate Opportunities.  Except for investments in or by Cablevision and its Subsidiaries, no Shareholder may make, or permit an Affiliate or Subsidiary to make, any investment in any entity (other than the Company or any of the Controlled Companies) if the principal business activity of such entity is the TIC Business, unless such investment would not permit the Shareholder to exert significant influence over, or designate a member of the board of directors (or equivalent body) of, such entity, provided, however that prior to effecting an investment permitted under this Section 6.1 such Shareholder shall offer, or cause such Affiliate or Subsidiary to offer the Company the opportunity to make such investment directly or through a Controlled Company for a period of 15 consecutive days, after which period, if the Company has not entered into binding agreements to effect such investment, the Shareholder, its Affiliate, or its Subsidiary, as the case may be, shall be free to consummate the proposed transaction for a period of 30 days.

SECTION 6.2.  Confidentiality.

(a)Except as provided in Section 6.2(b) below, no Shareholder shall make any announcements to the press, nor shall it make any other type of public announcement in relation to this Agreement or to the issues contemplated in it, without the consent of the other Shareholders.

(b)Each Shareholder shall maintain and shall cause its Affiliates and their respective directors, employees, consultants and agents to maintain, under strict confidentiality, any non public information related to the Company and its Controlled Companies or to the other Shareholders or any of their Affiliates obtained for purposes of this Agreement or as the result of it.  Notwithstanding the above, any Shareholder and any of its Affiliates shall be entitled to disclose the terms of this Agreement and any other non public information related to the Company and its Controlled Companies to the extent it is legally compelled to do so, by virtue of applicable law, including the national or provincial laws of  the Argentine Republic regarding securities and/or the federal or state laws of the United States of America regarding securities, but the Shareholder or its Affiliate which plans to make any such disclosure shall, to the extent reasonably practicable, previously notify and consult with the other Shareholders.  The obligation of each Shareholder and its Affiliates to maintain such information under strict confidentiality

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shall be fulfilled if it treats such information with the same reasonable care as it exercises to keep the confidentiality of information owned by it. Each Shareholder is authorized to use all the information that, according to its criteria, might be advisable or necessary for their filings and those of its Affiliates before the United States Securities and Exchange Commission and before the corresponding state securities agencies of the United States of America, and for their filings and those of their Affiliates before the CNV, the Bolsas y Mercados Argentinos (Buenos Aires Stock Exchange) and any other securities exchange or regulatory agency where such filings may be required.  Each Shareholder shall be responsible for any breach of this Section 6.2 by any of its Affiliates.

(c)The obligations established in subsection (b) of this Section 6.2 shall not be applied to any information which:

(i)the receiving party can prove with documentary evidence has been held by it or by any of its Affiliates before the reception of such information pursuant to this Agreement, excluding all information which has been confidentially exchanged between the parties before entering into this Agreement;

(ii)the receiving party can prove with documentary evidence has been created or obtained independently by it or by its Affiliates before or after the reception of such information pursuant to this Agreement;

(iii)is of public domain but not as a result of a breach of this Section 6.2 by the receiving party or by a third party to whom the receiving party has disclosed such information;

(iv)has been or is disclosed to the receiving party by a third party in such a manner that does not imply the breach of the disclosing party’s confidentiality obligations; or

(v)is disclosed by rule of law or by the standards of any pertinent securities market.

(d)Notwithstanding anything in this Section 6.2 to the contrary, any Shareholder (and each employee, representative or agent of such Person) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of its investment in the Company and all material of any kind (including tax opinions or other tax analyses) that are provided to such Person relating to such tax treatment and tax structure.

SECTION 6.3.  Indemnification . Each of CVH, Fintech Advisory and each other Shareholder (the “Indemnifying Party”) agrees and undertakes to indemnify each other such person and any CVH Party and Fintech Party, as the case may be (the “Indemnified Party”), upon request, for damages (including reasonable lawyer’s fees and costs) which may be imposed on or suffered by the Indemnified Party as a result of (i) any act or omission by any director, alternate director, síndicos or statutory auditor of the Company or any Controlled Company appointed at the direction of any of the CVH Parties (when CVH is the Indemnifying Party), any of the Fintech Parties (when Fintech Advisory is the Indemnifying Party) or of such Indemnifying Party, as the case may be, or (ii) any delay in the fulfillment or the non-fulfillment or other breach by any of the CVH Parties (when CVH is the Indemnifying Party), any of the Fintech Parties (when Fintech Advisory is the Indemnifying Party) or such Indemnifying Party, as the case may be, of any of its obligations or undertakings contained in this Agreement.  Any action taken by a Director appointed by a Shareholder in contravention of this Agreement, whether or not pursuant to such Director’s good faith belief that such action is necessary to comply with the Director’s fiduciary duties under Argentine law, shall not excuse the breach of the Shareholder that nominated such Director in respect of this Agreement.

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SECTION 6.4.  Listing of Class B Stock.  Notwithstanding Section 2.3(a)(xxii), absent the written consent of the Fintech Parties, the Company shall maintain the listing of shares of Class B Stock and American Depositary Shares representing shares of Class B Stock on the Securities Market of Buenos Aires (Bolsas y Mercados Argentinos) and the New York Stock Exchange, respectively.

SECTION 6.5.  Company Policies.  The Parties hereby to agree to, and shall be bound by, and agree to cause the Company to agree to and be bound by, the terms set forth in Annex F.

SECTION 6.6.  TEO Joinder.  The Parties shall use reasonable best efforts to cause TEO to execute a joinder and become a party to this Agreement as soon as practicable.

SECTION 6.7.  Acquisition of Company Shares.

(a)Except for transactions permitted by Section 4.1(a), neither the CVH Parties nor the Fintech Parties shall acquire, either directly or indirectly, any Company Shares, any shares of capital stock of TEO or any shares of capital stock of Nortel Inversora S.A., or the Company (collectively, the “Relevant Shares”) from any  Person  other than in accordance with this Section 6.7(a).  Prior to acquiring any Relevant Shares from any Person, the acquiring CVH Party or Fintech Party (or the Veto Third Party Shareholder, if applicable) shall provide notice to the CVH Parties or the Fintech Parties (or the Veto Third Party Shareholder, as applicable), of such opportunity to acquire Relevant Shares, which notice shall include the proposed number of Relevant Shares to be acquired and the price per Relevant Share. The CVH Parties or the Fintech Parties (or the Veto Third Party Shareholder, as applicable), will be entitled to purchase fifty percent (50%) of the Relevant Shares to be purchased by the acquiring Party on the same terms. If the other Parties do not elect to purchase their portion of the Relevant Shares, the acquiring Party may purchase 100% of the Relevant Shares for its own account. Notwithstanding anything to the contrary herein, this Section 6.7 shall not apply to (i) the acquisition of Series B Preferred Shares (including Series B Preferred Shares represented by American Depositary Shares) of Nortel Inversora S.A., if the acquisition of such shares would result in the acquiring Party owning up to ninety-one percent (91%) of the outstanding Series B Preferred Shares of Nortel Inversora S.A., (ii) the acquisition of any Relevant Shares by any CVH Parties or Fintech Parties or any Affiliate thereof from any CVH Parties or Fintech Parties, (iii) the acquisition by the CVH Parties in the aggregate of (x) until the Merger Effective Date, up to 2.0% of the outstanding shares of the Company after giving effect to the Merger, and (y) after the Merger Effective Date, up to the difference between 2% of the outstanding Company Shares and the percentage of Company Shares representing the total amount of Company Shares acquired under (x), and (iv) any purchase under the Call Option Agreement.

(b)In the event that a Public Acquisition Offer (Oferta Pública de Adquisición or “Public Acquisition Offer”) is required to be made in connection with the Merger, the CVH Parties shall make such Public Acquisition Offer and the Fintech Parties will be jointly and severally liable for any payment required to be made under such Public Acquisition Offer, with each Party purchasing fifty percent (50%) of the Class B Stock tendered; provided that, subject to the CVH Parties not having acquired up to 2% of the outstanding Company Shares calculated after giving effect to the Merger Effective Date under (a)(iii)(y) above, the CVH Parties will first have the right to acquire 100% of the Class B Stock tendered until reaching such 2% of the outstanding Company Shares calculated after giving effect to the Merger.

ARTICLE VII

MISCELLANEOUS

SECTION 7.1.  Conflicting Agreements.  Each of the Shareholders represents and warrants that such party has not granted and is not a party to any proxy, voting trust or other agreement that is inconsistent with or conflicts with any provision of this Agreement.

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SECTION 7.2.  Further Assurances.  At any time or from time to time after the date hereof, the parties agree to cooperate with each other and, at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as such other party may reasonably request in order to evidence or effectuate the actions and transactions contemplated hereby and to otherwise carry out the intent of the parties hereunder.

SECTION 7.3.  Amendment and Waiver.  Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective against any party unless such modification, amendment or waiver is approved in writing by each party; provided that, to the extent any provision contains an agreement between less than all of the parties, such provision may be modified or waived by approval in writing by such parties, without the consent of the other parties unless such modification or waiver adversely affects any of such other parties.  The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.  In addition, in the event that any Shareholder acquires all or some of the Company Shares of another Shareholder, the remaining parties to this Agreement agree to discuss in good faith whether any amendments to this Agreement are necessary or desirable as a result of such acquisition.

SECTION 7.4.  Severability.  Whenever possible, each term or provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any term or provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or the validity of this Agreement in any other jurisdiction, and such term or provision shall be reformed, construed and enforced to the maximum extent permitted by applicable law or rule in such jurisdiction.

SECTION 7.5.  Effective Date.  This Agreement shall become effective at 12:01 a.m., Buenos Aires Time, on the Effective Date, except that Article I, Article IV, Article VI and Article VII shall become effective as of the date this Agreement is executed.

SECTION 7.6.  Entire Agreement.  Except as otherwise expressly set forth herein and notwithstanding any inconsistency or conflict with any provision of the bylaws of the Company, this document embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, that may have related to the subject matter hereof in any way.  Without limiting the generality of the foregoing, to the extent that any of the terms hereof are inconsistent with (a) the rights or obligations of any Shareholders under any other agreement with any other Shareholder, or (b) the bylaws of the Company, the terms of this Agreement shall govern.

SECTION 7.7.  Successors and Assigns.  Neither this Agreement nor any of the rights or obligations under this Agreement shall be assigned, in whole or in part (except by operation of law pursuant to a merger whose purpose is not to avoid the provisions of this Agreement), by any party without the prior written consent of the other parties hereto, and any purported assignment in violation hereof shall be null and void.  Subject to the foregoing, this Agreement shall bind and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.  Upon any Transfer of any of the Company Shares held by any Shareholder to a third Party that would be a Veto Third Party Shareholder in accordance with this Agreement, the Veto Third Party Shareholder shall execute an instrument of adherence to this Agreement, in form and substance reasonably satisfactory to the Company and the other Shareholders, pursuant to which such third party shall succeed to the specified rights and corresponding obligations of the transferring Shareholder under this Agreement.

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SECTION 7.8.  Counterparts.  This Agreement may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement.

SECTION 7.9.  Remedies.

(a)   Each party hereto acknowledges that money damages would not be an adequate remedy in the event that any of the covenants or agreements in this Agreement are not performed in accordance with its terms, and it is therefore agreed that in addition to and without limiting any other remedy or right it may have, each non-breaching party will have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof.

(b)   All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.

(c)   The Company undertakes, as a separate obligation hereunder, to comply with the terms of any Interim Relief order of a New York court applicable to it, regardless of whether such Interim Relief order has been domesticated in Argentina.

SECTION 7.10.  Notices.  Any notice, request, claim, demand or other communication under this Agreement shall be in writing, shall be either personally delivered, delivered by facsimile transmission, or sent by reputable overnight courier service (charges prepaid) to the address for such Person set forth below or such other address as the recipient party has specified by prior written notice to the other parties hereto and shall be deemed to have been given hereunder when receipt is acknowledged for personal delivery or facsimile transmission or one (1) day after deposit with a reputable overnight courier service.

If to any CVH Party, care of:

Cablevisión Holding S.A.

Tacuarí 1846, 4th Floor

(1139), Buenos Aires, Argentina

Attention: Sebastian Bardengo

Telephone: (5411) 4309-3417

Fax: (5411) 4309-7665

If to any Fintech Party:

Fintech Media, LLC

c/o Fintech Advisory Inc.

375 Park Avenue, Suite 3804

New York, NY 10152

Attn: General Counsel

Phone: (1) 212 593-4500

Fax: (1) 212 593-3645

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If to any other Shareholder or the Company, at the address such Shareholder or the Company shall have specified by prior written notice to the other parties hereto upon becoming a Shareholder or, in the case of the Company, a party hereto, and thereafter from time to time.

SECTION 7.11.  Dispute Resolution.  The parties agree that any controversy, claim or dispute arising out of or relating to or in connection with this Agreement including, without limitation, any dispute regarding its existence, interpretation, breach, termination, enforceability or validity (each, a “Dispute”) should be regarded as a business problem to be resolved promptly through business-oriented negotiations before resorting to arbitration pursuant to Section 7.12.  Without prejudice to the parties’ right to seek Interim Relief at any time, the parties therefore agree to attempt in good faith to resolve any Dispute promptly by negotiation between the executives of the parties who have authority to settle the Dispute.  Such negotiations shall commence upon delivery of a notice (the “Dispute Notice”) from the appropriate executive of the requesting party to an appropriate executive of the responding party.  If the alleged breach has not been cured or the Dispute has not been otherwise resolved by these Persons within fifteen (15) days of the date of the Dispute Notice, unless the parties agree in writing to a longer period, the Dispute shall be referred to the chief executive officer of each of CVH, Fintech Advisory and/or the Parent of any other Shareholder, as applicable, for discussion and negotiation among them.  In the event the Dispute has still not been resolved by negotiation within fifteen (15) days of such referral, then such Dispute shall be settled pursuant to binding arbitration pursuant to Section 7.12.  All negotiations pursuant to this Section 7.11 shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and shall not be used for, or admitted in, any arbitration or court proceedings under this Agreement.

SECTION 7.12.  Arbitration.  Any Dispute hereunder shall be finally and definitively resolved by arbitration under the Arbitration Rules of the International Chamber of Commerce (the “ICC Rules” or “Rules”), which Rules are deemed to be incorporated by reference into this Clause.  The Tribunal shall consist of one arbitrator (the “Arbitrator”), to be appointed pursuant to the ICC Rules.  The seat of the arbitration shall be New York, New York.  The language of the arbitration shall be English.  In addition to any discovery permitted under the ICC rules, each party shall produce relevant, non-privileged, documents or copies thereof reasonably requested by any other party within the limits set by the Arbitrator, and subject to the Arbitrator’s rulings on objections to such requests.  Any award of the Tribunal shall be binding from the day it is made, and the parties waive any right to refer any question of law and any right of appeal on the law and/or merits to any court.  Judgment upon the award rendered by the Tribunal may be entered in any court having jurisdiction thereof.  The parties to this Agreement waive any defense to recognition and enforcement of the award based on lack of jurisdiction over their person or property or based on forum non conveniens.  Nothing in these dispute resolution provisions shall be construed as preventing any party to this Agreement from at any time seeking preliminary, conservatory or similar interim relief (“Interim Relief”) in the federal or state courts in New York, New York.  Further and without limitation, the parties to this Agreement submit to the exclusive jurisdiction of the federal and state courts in New York, New York for the purpose of such Interim Relief.  The parties waive any objections based on lack of jurisdiction over their person or property or based on forum non conveniens with respect to any application for such Interim Relief in the federal and state courts in New York, New York.  The Arbitrator shall include in its award an allocation to the prevailing party of its costs (including attorneys’ fees and all costs incurred in seeking Interim Relief), or such portion of its costs as the Arbitrator determines, in its absolute discretion, is commensurate with the prevailing party’s degree of success.  Such costs shall include any costs associated with requesting an injunction in a New York court in connection with such dispute.  Each of the parties hereby irrevocably designates CT Corporation, with offices situated at present at 111 Eighth Avenue, New York, New York 10011 as its authorized agent, respectively, to accept and acknowledge on its behalf service of any process which may be served in any proceeding in New York.

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SECTION 7.13.  Responsibility of the Company and Directors.  (a) With respect to any Veto Matter, the Company shall be permitted to take action only if the Veto Matter has been approved by the required majority.  In the event that the Company shall be uncertain as to its rights or duties hereunder or shall receive instructions from any Shareholder which, in the Company’s opinion, are in conflict with any of the provisions of this Agreement, the Company shall be entitled to refrain from taking any action hereunder until it shall be directed otherwise in a writing signed by each of CVH and Fintech Advisory, or as instructed by a court of competent jurisdiction.

(b) The Parties hereby irrevocably waive any right to bring claims, including without limitation under Sections 271 through 273 of the Argentine Corporations Law (Ley 19550 de Sociedades Comerciales, as amended) against any member of the Board or of the board of any Controlled Company based on such member’s decision to vote in favor of the approval of any transaction between the Company or a Controlled Company, on the one hand, and a Shareholder, its Affiliates or its Subsidiaries on the other hand.

SECTION 7.14.  Governing Law.  This Agreement shall be governed by and construed and enforced in accordance with the law of the State of New York without regard to the conflict of laws rules thereof (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).

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Annex A

The consolidated Annual Budget and the Business Plan shall establish, inter alia, (1) the minimum projected indebtedness of the Company, (2) the maximum amount of Capital Expenditures for each type of Capital Expenditure, (3) the maximum amount of operating expenses in terms of margin over sales or a maximum amount of operating expenses, (4) the minimum amount of cash and cash equivalents to be maintained by the Company, and (5) the projected availability of cash to pay dividends and the amount of dividends to be distributed; provided that the first Business Plan and consolidated Annual Budget of the Company and its Controlled Companies following the Merger Effective Date (x) shall be prepared in consultation with the Parties, (y) shall be subject to the mutual agreement of the Parties, and (z) shall cover (i) the interim period starting on the Merger Effective Date and ending the same day as the fiscal year on which the Merger Effective Date occurs, and (ii) the immediately following three fiscal years in respect of the Business Plan and the immediately following fiscal year in respect of the Annual Budget; provided further that (A) for as long as the Parties have not mutually agreed upon such first Business Plan and consolidated Annual Budget of the Company and its Controlled Companies, the Company shall use the combined business plans and annual budgets of TEO and Cablevisión existing as of the Merger Effective Date solely for purposes of continuing  operations, provided that only up to the Category Reallocation Percentage of any amounts allocated to a specific line item of the corresponding Category in the Annual Budgets of TEO and Cablevisión that remain unused at the end of such fiscal year as a direct result of the synergies resulting from the Merger or the Merger itself may be redirected to a different line item of the same Category of either TEO or Cablevision without the prior approval of each Party hereto; and (B) for so long as the Parties have not mutually agreed upon  any subsequent Business Plan or consolidated Annual Budget, the Company shall conduct its operations under the most recently approved business plan and consolidated annual budget as adjusted to reflect the effects of inflation in U.S. dollars or Argentine Pesos on the items denominated in either currency, as applicable.

Annex B

Financial Institutions

·JPMorgan & Co

·Bank of America

·Goldman Sachs

·Citibank

·Deutsche Bank

·HSBC

·Itau BBA

·ICBC

·Standard Bank

·Credit Suisse

·UBS Investment Bank

·Banco Bilbao Vizcaya Argentaria (BBVA)

·Banco Santander S.A.

·Banco Macro S.A.

Annex C

CLIENTS	Service
ARTE GRAFICO EDITORIAL ARGENTINO S.A.	CATV, Internet
ARTE RADIOTELEVISIVO ARGENTINO S.A.	CATV, Internet
ARTES GRAFICAS RIOPLATENSE S.A.	CATV, Internet
CANAL RURAL SATELITAL S.A.	CATV, Internet, and Advertising
COMPAÑÍA DE MEDIOS DIGITALES (CMD) S.A.	CATV, Internet
COMPAÑÍA INVERSORA EN MEDIOS DE COMUNICACION S.A.	CATV, Internet
CUSPIDE LIBROS S.A.	CATV, Internet
DIARIO LOS ANDES HNOS. CALLE S.A.	CATV, Internet
GC GESTION COMPARTIDA S.A.	CATV, Internet
GRUPO CLARIN S.A. / CABLEVISION HOLDING S.A.	Financial loans
LA VOZ DEL INTERIOR S.A.	CATV, Internet
MAS LOGISTICA S.A.	CATV, Internet
PAPEL PRENSA S A I C F Y DE M	Internet
POLKA PRODUCCIONES S.A.	CATV, Internet
RADIO MITRE S.A.	CATV, Internet and Advertising
TELE RED IMAGEN S.A.	CATV, Internet
TELECOR S.A.C.I.	CATV, Internet
TELEDIFUSORA BAHIENSE S.A.	CATV, Internet
UNIR S.A.	CATV, Internet
UTE FEASA	CATV, Internet

CONTENTS (Suppliers)	Service
ARTE RADIOTELEVISIVO ARGENTINO S.A.	Programming / Coproduction
CANAL RURAL	Programming
TELE RED IMAGEN S.A.	Programming
POLKA PRODUCCIONES S.A.	Coproduction
RADIO MITRE S.A.	Programming

Annex D

ADMINISTRATIVE (Suppliers)	Service
GRUPO CLARIN S.A. / CABLEVISION HOLDING S.A.	Management Fee
GC GESTION COMPARTIDA S.A.	Advisory Service, Collection Fee

Annex E

ADVERTISING/OTHERS (Suppliers)	Service
ARTE GRAFICO EDITORIAL ARGENTINO S.A.	Advertising, Perk Program “Clarín 365” for Cablevision’s Employees
ARTES GRAFICAS RIOPLATENSE S.A.	Magazzine’s Edition and Distribution
ARTE RADIOTELEVISIVO ARGENTINO S.A.	Advertising
COMPAÑÍA DE MEDIOS DIGITALES (CMD) S.A.	Advertising
COMPAÑÍA INVERSORA EN MEDIOS DE COMUNICACIÓN CIMECO S.A.	Advertising
CUSPIDE LIBROS S.A.	Advertising
DIARIO LOS ANDES HNOS. CALLE S.A.	Commercial Servicies
IMPRIPOST TECNOLOGIAS S.A.	Invoices’ Printing and Enveloping
LA VOZ DEL INTERIOR S.A.	Advertising
MAS LOGISTICA S.A.	Distribution
TELECOR S.A.C.I.	Advertising
UNIR S.A.	Invoices’s Distribution, and Logistics

Annex F

A.  Governance Principles.  The Shareholders agree to exercise their rights as Shareholders to ensure that the governance and management of the Company and its Controlled Companies shall be conducted in accordance with the principles stated below which shall constitute an obligation of each of the Shareholders in respect of all aspects concerning the Company.

1.The management and operation policies of the Company shall be formulated and implemented by the governing and administrative bodies of the Company, its Board of Directors and duly appointed managers, in accordance with the institutional mechanisms and procedures regarding voting and consensus formation provided for in the corporate bylaws and governance documents of the Company and the Shareholders Agreement.

2.Regardless of whether a Shareholder is the controlling entity of the Company and/or the Company is deemed to be consolidated with a Shareholder pursuant to applicable accounting regulations, the Company shall be treated at all times by each Party as an independent entity, and each Party shall act as a shareholder of the Company and shall not enter into a management agreement or similar arrangement related to the operative management of the Company, without prejudice to (i) the supervising mechanisms that may be established for the benefit of all Shareholders and (ii) transactions that are expressly approved in accordance with the terms for related party transactions provided for in the Shareholders Agreement.

3.The representation of the Company in respect of third parties shall be exercised by the Company and its employees and none of the Shareholders shall be permitted, without the authorization of the other Shareholders, to represent the Company to any third party, including clients, suppliers, investors, creditors, regulatory authorities and the media.

4.Any person proposed by one of the Shareholders to be designated as a Director of the Company or any of its Controlled Companies shall not hold management positions or serve on the board of the Affiliates of Cablevisión or TEO, except with the prior consent of the other Shareholders.  For the avoidance of doubt, the foregoing does not apply to any person that simultaneously serves on the Board and the board of directors of CVH, Dominio or Fintech Advisory.  The employees of the Company cannot receive any kind of compensation from any of the Shareholders or hold any other position or perform any other function in any of the Shareholders or their Affiliates.

5.CVH and Fintech Advisory shall agree upon a formal management structure of the Company (organigrama) that will provide for a clear delimitation of duties and responsibilities within the different functional areas of the Company, without duplication of duties or responsibilities in other areas of the Company.

6.C.  A general human resources policy of the Company shall be put in place whose main guidelines shall be: a) corporate independence from the Shareholders, and b) functional independence from the Shareholders. Key

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Employees of the Company shall enter into labor contracts with the Company pursuant to which they will be specifically bound to respect the formal lines of reporting to be established by the Parties and to avoid obstructive or authoritarian behavior to other managers by themselves or any other manager subject to their responsibility in their respective areas. Compliance with these policies shall be part of the variable compensation of Key Employees.

B.  Indebtedness Policy.  The Shareholders agree to cause the Company to maintain an Indebtedness to EBITDA ratio of no less than 1.5 and no greater than 3.0 and to cause the Company to use its best efforts to reach an Indebtedness to EBITDA ratio equal to 2.0 as soon as practicable after the Effective Date (the “Indebtedness Policy”).

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EX-99.4

Exhibit 99.4

CALL OPTION AGREEMENT

W I T N E S S E T H:

WHEREAS, Fintech Advisory is the parent company of FT and FIA;

WHEREAS, FT is the direct controlling shareholder of Sofora Telecomunicaciones S.A., (“Sofora”), Sofora is the controlling shareholder of Nortel Inversora S.A. (“Nortel”), Nortel is the controlling shareholder of Telecom Argentina S.A. (“TEO”) and TEO is the controlling shareholder of Telecom Personal S.A. (“Personal”);

WHEREAS, Sofora, Nortel, TEO, and Personal have entered into a preliminary reorganization agreement (Compromiso Previo de Fusión), dated March 31, 2017, pursuant to which Sofora, Nortel and Personal will be merged into TEO, which will be the surviving entity, and Sofora, Nortel and Personal will be dissolved without liquidation and all of their respective assets and liabilities will be transferred to TEO in accordance with Argentine corporate law and the terms of the preliminary reorganization agreement (the “Reorganization”);

WHEREAS, Cablevisión S.A., a company organized and existing under the laws of Argentina (“Cablevisión”), and TEO have entered into a preliminary merger agreement (Compromiso Previo de Fusión) dated June 30, 2017 (the “Preliminary Merger Agreement”), pursuant to which Cablevisión will be merged into TEO, following which TEO will be the surviving entity and Cablevisión will be dissolved without liquidation and all of its assets and liabilities transferred to TEO, as applicable, in accordance with Argentine corporate law and the terms of the Preliminary Merger Agreement (the “Merger”);

WHEREAS, the Parties have established that TEO has a total equity value of US$4,693,550,000;

WHEREAS, CVH and FIA each hold 50% of the membership interests of VLG Argentina LLC, a limited liability company organized and existing under the laws of the State of Delaware (“VLG”), and VLG owns 61,581 shares of common stock of Cablevisión representing 51.32% (the “Cablevisión Ownership”) of the total share capital of Cablevisión; and

WHEREAS, in furtherance of the Merger, the Fintech Parties wish Fintech Advisory to sell to CVH, and CVH wishes to acquire, certain membership interests of FT on the terms and subject to the conditions set forth below.

NOW, THEREFORE, in consideration of the foregoing and of the mutual agreements contained herein and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

1.Certain Defined Terms.Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms this Section 1. For the purpose of this Agreement,

“Bankruptcy Exceptions” means any applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the rights of creditors generally and to principles of equity (whether considered in a proceeding in equity or at law).

“Bono de Goce” means the dividends rights certificates issued by Sofora in favor of W de Argentina — Inversiones S.A. on May 23, 2017 up to an initial aggregate amount of dividends of US$245,036,017 and on June 22, 2017 up to an initial aggregate amount of dividends of US$216,280,387.

“Business Day” means any day other than (i) a Saturday or Sunday, or (ii) a day on which banks in New York City, New York, United States of America and Buenos Aires, Argentina are authorized or required by law to close.

“Contract” means any contract, agreement or other legally binding instrument, including any note, bond, mortgage, deed, indenture, insurance policy, commitment, undertaking, promise, lease, sublease, license or sublicense or joint venture.

“CV Shareholders’ Agreement” means the Amended and Restated Shareholders’ Agreement relating to Cablevisión dated as of May 4, 2017 among VLG, CVH, FT, FIA, Fintech Advisory and Cablevisión.

“Encumbrance” means any charge, claim, adverse interest, community property interest, pledge, hypothecation, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, deed of trust, encumbrance, easement, encroachment, license, sublicense, right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership, but excluding the TEO Shareholders’ Agreement and, in the case of VLG Membership Interests, the CV Shareholders’ Agreement and the VLG LLC Operating Agreement.

“Financing” means advances to CVH under one or more arrangements in an aggregate principal amount of up to US$750,000,000 to finance the transactions contemplated pursuant to this Agreement.

“FT Proportion” means a percentage equal to the percentage of capital stock of Sofora (or Class A Shares of TEO into which shares of capital stock of Sofora are converted following the Reorganization) held by FT multiplied by the percentage of FT represented by the FT Membership Interests.

“FT Proportional Interest” means a percentage equal to (x) the number of FT Membership Interests divided by (y) the total number of membership interests of FT issued and outstanding.

“GAAP” means, with respect to any Person, generally accepted accounting principles applicable to such Person.

“Governmental Body” means any foreign, federal, state, provincial, local or other court, governmental authority, tribunal, commission or regulatory body or self-regulatory body

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(including any securities exchange), or any political or other subdivision, department, agency or branch of any of the foregoing.

“Indebtedness” of any Person at any date means, without duplication, all obligations of such Person under the applicable governing documentation to pay principal, interest, penalties, fees, guarantees, reimbursements, damages, costs of unwinding and other liabilities with respect to (a) indebtedness for borrowed money, whether current or funded, fixed or contingent, secured or unsecured, (b) indebtedness evidenced by bonds, debentures, notes, mortgages or similar instruments or debt securities, (c) leases that are capitalized in accordance with GAAP under which such Person is the lessee, (d) the deferred purchase price of goods or services (other than trade payables or accruals in the ordinary course of business consistent with past practice), (e) obligations under interest rate swap, hedging or similar agreements and (f) direct or indirect guarantees or other forms of credit support of obligations described in clauses (a) through (e) above of any Person.

“Legal Proceeding” means any claim, litigation, action, suit (whether civil, criminal, administrative, judicial or investigative), audit, hearing, investigation, binding arbitration or mediation or proceeding, in each case commenced, brought, conducted, heard before or otherwise involving any Governmental Body, arbitrator or mediator.

“Liabilities” means any and all Indebtedness, liabilities, commitments or obligations, whether accrued or fixed, known or unknown, absolute or contingent, matured or unmatured, liquidated or unliquidated, determined or determinable, on or off-balance sheet, and whether arising in the past, present or future, and including those arising under any Contract, Legal Proceeding or Order.

“Order” means any judgment, order, injunction, decision, determination, award, ruling, writ, stipulation, restriction, assessment or decree of, or entered by, with or under the supervision of, any Governmental Body.

“Person” means any individual, general or limited partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated organization, joint venture, firm, association or other entity or organization (whether or not a legal entity), including any Governmental Body (or any department, agency, or political subdivision thereof).

“Regulatory Approval” means the approval of the Merger by the Argentine National Communications Authority (Ente Nacional de Comunicaciones).

“Spinco Proportion” means a percentage equal to the percentage of capital stock of Sofora (or Class A Shares of TEO into which shares of capital stock of Sofora are converted following the Reorganization) held by Spinco.

“TEO Shareholders’ Agreement” means the Shareholders’ Agreement relating to TEO dated as of July 7, 2017 among, inter alia, the Parties.

“VLG LLC Operating Agreement” means the Fourth Amended and Restated Limited Liability Company Agreement of VLG Argentina, LLC, dated as of May 4, 2017.

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2.Grant of Option.

(a)Fintech Advisory hereby grants CVH an irrevocable option to purchase from Fintech Advisory, and to require Fintech Advisory to sell to a number of membership interests of FT (the “FT Membership Interests”) that will represent 13.51% of the total outstanding share capital of TEO on a fully diluted basis, together with any rights to declared by unpaid dividends (after giving effect to the Reorganization but prior to the Merger), which as of July 7, 2017 is represented by 130,969,944 shares of common stock of TEO, together with any right to declared but unpaid dividends, on the terms and conditions, for the purchase price, and exercisable during the period set forth below (the “Call Option”), subject to the terms and conditions contained herein (including, for the avoidance of doubt, Fintech Advisory’s right to deliver VLG Membership Interests or Spinco Interests in lieu of FT Membership Interests) (such FT Membership Interests or VLG Membership Interests or Spinco Interests delivered in lieu thereof, the “Deliverable Securities”).

(b)Option Price. In consideration for Fintech Advisory’s grant of the Call Option, CVH shall pay to Fintech Advisory US$3,000,000 (three million U.S. dollars) (the “Option Price”) within thirty (30) days of July 7, 2017.

3.Call Option Period. CVH shall be entitled to exercise the Call Option at the Exercise Price at any time during the period (such period, the “Call Option Period”) (i) commencing on the date on which the Option Price is paid and (ii) ending on the earlier of (x) sixty (60) days  after the Regulatory Approval, (y) five (5) Business Days prior to the date on which the Merger is effective pursuant to the terms of the Preliminary Merger Agreement, and (z) one (1) year from July 7, 2017 (the “Outside Date”); provided, further that the Outside Date may be amended upon the mutual agreement by the Parties hereto.

4.Exercise of Call Option.

The Call Option shall vest and become fully exercisable on the first day of the Call Option Period. CVH shall have the right, in its sole discretion, to exercise the Call Option in full (but not in part) at any time on a single day during the Call Option Period. Once vested, the Call Option shall remain in full force and effect until the earlier to occur of the Call Option Closing (as defined below) and the expiration of the Call Option Period.

5.Call Option Closing.

(a)The closing of the sale of the applicable Deliverable Securities resulting from the exercise of the Call Option (the “Call Option Closing”) shall take place at 10:00 a.m. in the City of New York at the offices of Cleary Gottlieb Steen and Hamilton LLP, or such other law firm as the parties hereto may agree on the date specified by CVH in its Exercise Notice (as defined below), which date in no event shall be (i) less than three (3) or more than six (6) Business Days following the date of the Exercise Notice (the “Call Option Closing Date”); provided that the Call Option Closing Date may be extended by five (5) additional Business Days for the closing of the sale of the Spinco Interests (as defined below) at the request of any Fintech Party; provided further that the Call Option Closing Date may only occur after the Regulatory Approval has been obtained or, in case the Regulatory Approval has not been

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obtained, after the Spinco Deadline (as defined below).  On the Call Option Closing Date, Fintech Advisory, shall, subject to clause (b) below, against receipt of the Exercise Price, sell, convey, transfer and deliver (or cause FIA to deliver) to CVH full right, title and interest in and to the Deliverable Securities, in each case free and clear of all claims and Encumbrances, by executing and delivering (i) an Assignment Agreement, substantially in the form of Exhibit C, and (ii) any such customary instruments of conveyance or purchase agreement as CVH or Fintech Advisory may reasonably request.

(b)Notwithstanding the provisions Section 5(a), in the event the Regulatory Approval is not obtained within one year of July 7, 2017 (the “Spinco Deadline”) then after the Spinco Deadline, Fintech Advisory shall have the right to deliver or cause to be delivered, and CVH shall have the right to cause to be delivered, (the “Spinco Delivery Option”), in lieu of delivering the FT Membership Interests, 100% of the capital (the “Spinco Interests”), free and clear of all claims and Encumbrances, of a newly-formed entity established under the laws of the State of Delaware or a jurisdiction mutually agreed upon by the Parties (“Spinco”) (A) the assets of which consist solely of any of (i) shares of Sofora, together with any rights to declared but unpaid dividends of TEO (ii) class B preferred shares of Nortel, together with any rights to declared but unpaid dividends of TEO (“NTL Preferred B Shares”) and/or (iii) ordinary shares of TEO, together with any rights to declared but unpaid dividends (whether directly or in the form of American Depositary Shares, “TEO Securities”), which in the aggregate will represent 13.51% of the total outstanding share capital of TEO on a fully diluted basis, together with any rights to declared but unpaid dividends (after giving effect to the Reorganization but prior to the Merger), which as of July 7, 2017 is represented by 130,969,944 shares of common stock of TEO, together with any right to declared but unpaid dividends and (B) which has no Liabilities. If Fintech Advisory or CVH wishes to exercise the Spinco Delivery Option, it shall provide notice thereof to the other party three (3) Business Days prior to the Call Option Closing Date. For the avoidance of doubt, if any party elects the Spinco Delivery Option, Spinco Interests shall be delivered in lieu of FT Membership Interests. Notwithstanding the foregoing, if CVH elects the Spinco Delivery Option and on the Call Option Closing Date Fintech Advisory is unable to deliver the Spinco Interests, then FIA shall be obligated to deliver and CVH shall be entitled to receive the VLG Membership Interests (as defined below) in lieu of the Spinco Interests.

(c)Notwithstanding the provisions of Section 5(a) and Section 5(b), if the Call Option Closing Date occurs after the date on which the Regulatory Approval is received, Fintech Advisory and CVH shall have the right (the “VLG Delivery Option”) to deliver and receive, respectively, in lieu of FT Membership Interests, 21.55% of the total membership interests of VLG, together with any rights to declared but unpaid dividends of Cablevision (such interests, the “VLG Membership Interests”), free and clear of all claims and Encumbrances. For the avoidance of doubt, VLG Membership Interests shall also refer to equity interests of any successors of VLG formed by split-off, including the VLG Split Off (as defined in the TEO Shareholders’ Agreement). If Fintech Advisory or CVH wishes to exercise the VLG Delivery Option, it shall provide notice thereof to other party three (3) Business Days prior to the Call Option Closing Date.  For the avoidance of doubt, if any party chooses to exercise the VLG Delivery Option, VLG Membership Interests shall be delivered in lieu of FT Membership Interests.

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(d)Payment of the Exercise Price shall be made in full by CVH to Fintech Advisory (or  FIA in the event that FIA transfers the VLG Membership Interests pursuant to this Section 5) in U.S. dollars by wire transfer of immediately available funds to a bank account in the United States of America designated by Fintech Advisory or FIA, as applicable, no later than on the Call Option Closing Date.

6.Exercise Price and Adjustment.

(a)The price for the exercise of the Call Option shall be an amount equal to  US$634,275,282 (the “Base Price”), which shall be increased from and after the 90th day following July 7, 2017 at a rate of 6% per annum, accruing daily on the unpaid balance of the Exercise Price (as defined below) (the “Adjustment Amount”) until it is paid in full on the Call Option Closing Date (the Base Price, together with any Adjustment Amount, the “Exercise Price”). For the avoidance of doubt, the Exercise Price shall be retroactively adjusted to account for any reduction in the Base Price pursuant to clause (i) or (ii) below, and no Adjustment Amount shall have applied to the amount by which the Base Price was so reduced, from and after the date any TEO Dividends or Cablevision Dividends are paid.  The Parties acknowledge and agree that:

(i)in the event that, pursuant to Section 5, CVH receives the FT Membership Interests or the Spinco Interests, the Base Price shall be adjusted by deducting an amount equal to (y) the FT Proportional Interest of the total Liabilities of FT or any Liability of Spinco, as the case may be, and the FT Proportion or Spinco Proportion of any portion outstanding of the Bono de Goce, in each case as of the Call Option Closing Date, if any and (z) in the event that on or prior to the Call Option Closing Date, TEO has paid and the holders of TEO Securities receive any dividend or other distribution in respect of TEO’s ordinary shares in accordance with the provisions of the Preliminary Merger Agreement (the “TEO Dividends”), 13.51% of such TEO Dividend; and

(ii)in the event that, pursuant to Section 5, CVH receives the VLG Membership Interests, and Cablevisión has paid any dividend or other distribution in respect of Cablevisión’s ordinary shares (the “Cablevision Dividend”) prior to the Call Option Closing Date, the Base Price shall be adjusted by deducting an amount equal to 21.55% of the Cablevision Dividend received by VLG.

(b)CVH shall have the right, in its sole discretion, to elect to make an advance payment of the Exercise Price in whole or in part at any time without exercising the Call Option. In the event that CVH makes any such advance payment (the “Advance Payment”), (i) the Base Price shall cease to increase by the Adjustment Amount with respect to any amount paid by the Advance Payment (but any unpaid amount of the Base Price shall continue to accrue the Adjustment Amount) and (ii) to the extent CVH has paid the Exercise Price in full prior to the Call Option Closing, CVH shall be entitled to exercise the Call Option during the Call Option Period and receive the relevant equity interests pursuant to Section 5 without any further payment. In the event that the Exercise Price is paid in advance of the exercise of the Call Option and the amount of the Advance Payment exceeded the applicable Exercise Price pursuant to Section 6(a), Fintech Advisory (or FIA, as applicable) shall reimburse CVH on the Call Option

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Closing Date for the amount by which the Advance Payment exceeded the Exercise Price pursuant to Section 6(a), as applicable, together with an amount equal to the Adjusted Amount applicable to (i) any amounts due pursuant to Section 6(a)(i)(y), in which case such Adjustment Amount shall start accruing from the date on which the Advance Payment was received by Fintech Advisory, or (ii) any amount due pursuant to Section 6(a)(i)(z) or Section 6(a)(ii), in which case such Adjusted Amount shall start accruing from the date on which the TEO Dividend or the Cablevision Dividend, as applicable, was paid by TEO or Cablevision, respectively, provided, however, that Fintech Advisory or FIA, as applicable, shall be entitled to make a cash payment equal to the lesser of (x) such TEO Dividend or Cablevision Dividend due pursuant to Section 6(a)(i)(z) or Section 6(a)(ii), as the case may be and (y) any Advance Payment on deposit with Fintech Advisory or FIA,  to CVH within 3 (three) days of collecting the TEO Dividend or Cablevision Dividend, as applicable, in which case no Adjustment Amount shall apply to any such amount due pursuant to Section 6(a)(i)(z) or Section 6(a)(ii).

7.Collateral.

(a)If Fintech Advisory receives Advance Payments that in an aggregate amount to at least US$100,000,000 (such amount, the “Advance Deposit”), then as security for the prompt payment and performance in full when due of the obligations assumed by the Fintech Parties under this Agreement, including the delivery of the Deliverable Securities, FIA shall grant, on the date on which an amount equal to at least the Advance Deposit is made, a first ranking pledge over a certain percentage of the total membership interests of VLG owned by FIA equal to (x) the aggregate amount of Advance Payments received divided by the Exercise Price on such date multiplied by (y) the percentage of VLG Membership Interests that would be delivered pursuant to the VLG Delivery Option (the “Pledged Interests”), substantially in the form of Exhibit A (the “Pledge Agreement”). If the Advance Payments made after the initial Pledge Agreement is executed exceed an additional US$100,000,000, CVH may request that FIA  pledge additional VLG Membership Interests pursuant to the Pledge Agreement in accordance with the foregoing paragraph; provided that CVH may make no more than one request for additional VLG Membership Interests to be pledged.

(b)In the event that, following the occurrence and during the continuation of an Event of Default (as defined in the Pledge Agreement), the Secured Party (as defined in the Pledge Agreement) takes any action with respect to the Pledged Interests pursuant to Section 8 (Remedies) of the Pledge Agreement, CVH will be deemed to have exercised the Call Option and shall pay the Exercise Price or the balance thereof, if applicable (as adjusted in accordance with this Agreement) to FIA.

(c)In the event that CVH makes any Advance Payment pursuant to Section 6(b) but does not deliver an Exercise Notice to exercise the Call Option then, upon the expiration of the Call Option Period, CVH will be deemed to have exercised the Call Option and, as applicable, either (A)(i) CVH shall pay the balance of the Exercise Price (as adjusted in accordance with Section 6(a)) to FIA or (ii) FIA shall pay to CVH any amount that may be applicable pursuant to the adjustments described under Section 6(a) and Section 6(b), and (B) subject to the payment of the corresponding amount due in accordance with (A), CVH be entitled to retain the Pledged Interests as consideration for the Exercise Price.

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8.Representations and Warranties of FT.  As of July 7, 2017 and as of the Call Option Closing Date, FT represents and warrants to CVH that:

(a)FT is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all required corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herein. This Agreement has been duly executed and delivered by FT and constitutes the legal, valid and binding obligation of FT enforceable against FT in accordance with its terms, subject to the Bankruptcy Exceptions.

(b)The execution, delivery and performance of this Agreement by FT and the consummation by FT of the transactions contemplated hereby have been duly authorized and approved by all required corporate action.

(c)Subject to Section 12(d), the execution, delivery and performance by FT of this Agreement, and the consummation by FT of the transactions contemplated hereby, do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any governmental entity other than, if any Fintech Party is at any time required to file beneficial ownership reports on Schedule 13D pursuant to the Securities Exchange Act of 1934, the filing of Schedule 13D or an amendment thereto describing the transaction contemplated hereby and including a copy of this Agreement.

(e)The execution, delivery and performance by FT of this Agreement do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under (whether with or without the passage of time, the giving of notice or both), or (iii) give any third party the right to modify, terminate or accelerate any material obligation under, in any such case, any law, the organizational documents of FT, or any material agreement, instrument, order, judgment or decree to which FT or its assets are subject, except, in each case, as would not reasonably be expected, individually or in the aggregate, to prevent or delay the performance by FT of its obligations hereunder or the consummation of the transactions contemplated hereby.

(f)As of July 7, 2017, FT owns 100% of the share capital of Sofora and directly and indirectly owns 20.35% of the total class B shares of common stock of TEO, in each case free and clear of any Encumbrances. From July 7, 2017 until the expiration of the Call Option Period, FT’s assets shall consist solely of any of (i) shares of Sofora, (ii) NTL Preferred B Shares and (ii) TEO Securities, provided that the percentages enumerated in the first sentence may vary at FT’s discretion.

(g)There is no action or litigation pending, or, to the knowledge of FT, threatened, against or affecting FT that challenges the validity or enforceability of this Agreement, seeks to enjoin or prohibit consummation of, or seeks other material equitable relief with respect to, the transactions contemplated hereby  or that would be reasonably expected to impair or delay FT’s ability to consummate the transactions contemplated hereby.

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(h)Neither FT nor any of its respective directors, officers, employees, shareholders or agents have retained, employed or used any broker or finder in connection with the transactions contemplated by this Agreement or in connection with the negotiation thereof.

9.Representations and Warranties of FIA.  As of July 7, 2017 and as of the Call Option Closing Date, FIA represents and warrants to CVH:

(a)FIA is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all required corporate power and authority to execute and deliver this Agreement and the Pledge Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herein and thereby. This Agreement and the Pledge Agreement have been duly executed and delivered by FM and constitute the legal, valid and binding obligations of FIA enforceable against FIA in accordance with their terms, subject to the Bankruptcy Exceptions.

(b)The execution, delivery and performance of this Agreement and the Pledge Agreement by FIA and the consummation by FIA of the transactions contemplated hereby and thereby have been duly authorized and approved by all required corporate action.

(c)Except as otherwise provided under this Agreement, all of the VLG Membership Interests are owned of record and beneficially, either directly or indirectly, by FIA, free and clear of any Encumbrances, other than any Encumbrance arising out of the Pledge Agreement or that will be released prior to the transfer of the VLG Membership Interests pursuant to this Agreement, and are duly and validly authorized and issued. If pursuant to the VLG Delivery Option, CVH receives the VLG Membership Interest upon exercise of the Call Option then, upon payment of the Exercise Price by CVH as provided in this Agreement, CVH will acquire valid title to the VLG Membership Interests free and clear of all Encumbrances. Except as otherwise provided under the Pledge Agreement, the CV Shareholders’ Agreement, the VLG LLC Operating Agreement and the TEO Shareholders’ Agreement, there are no agreements or understandings in effect with respect to the transfer of the VLG Membership Interests.

(e)Subject to Section 12(d), the execution, delivery and performance by FIA of this Agreement and Pledge Agreement, and the consummation by FIA of the transactions contemplated hereby and thereby, do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any governmental entity other than, if any Fintech Party is at any time required to file beneficial ownership reports on Schedule 13D pursuant to the Securities Exchange Act of 1934, the filing of Schedule 13D or an amendment thereto describing the transaction contemplated hereby and including a copy of this Agreement.

(f)The execution, delivery and performance by FIA of this Agreement and the Pledge Agreement and the transfer of VLG Membership Interests hereunder do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under (whether with or without the passage of time, the giving of notice or both), or (iii) give any third party the right to modify, terminate or accelerate any material obligation under, in any such case, any law, the organizational documents of FIA, or any material

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agreement, instrument, order, judgment or decree to which FIA or its respective assets are subject except, in each case, as would not reasonably be expected, individually or in the aggregate, to prevent or delay the performance by FIA of its obligations hereunder or the consummation of the transactions contemplated hereby.

(g)There is no action or litigation pending, or, to the knowledge of FIA, threatened, against or affecting FIA that challenges the validity or enforceability of this Agreement or the Pledge Agreement, seeks to enjoin or prohibit consummation of, or seeks other material equitable relief with respect to, the transactions contemplated by hereby or thereby or that would be reasonably expected to impair or delay FIA’s ability to consummate the transactions contemplated by hereby or thereby.

(h)Neither FIA nor any of its respective directors, officers, employees, shareholders or agents have retained, employed or used any broker or finder in connection with the transactions contemplated by this Agreement or in connection with the negotiation thereof.

10.Representations and Warranties of Fintech Advisory.  As of July 7, 2017  and as of the Call Option Closing Date, Fintech Advisory represents and warrants to CVH that:

(a)Fintech Advisory is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all required corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herein. This Agreement has been duly executed and delivered by Fintech Advisory and constitutes the legal, valid and binding obligation of Fintech Advisory enforceable against Fintech Advisory in accordance with its terms, subject to the Bankruptcy Exceptions.

(b)The execution, delivery and performance of this Agreement by Fintech Advisory and the consummation by Fintech Advisory of the transactions contemplated hereby have been duly authorized and approved by all required corporate action.

(c)Except as otherwise provided under this Agreement, all of the FT Membership Interests are owned of record and beneficially, either directly or indirectly, by Fintech Advisory, free and clear of any Encumbrances (other than Encumbrances that will be discharged prior to the Call Option Closing Date) and are duly and validly authorized and issued.  If pursuant to Section 5 CVH receives the FT Membership Interests upon exercise of the Call Option then, upon payment of the Exercise Price by CVH as provided in this Agreement, CVH will acquire valid title to the FT Membership Interests free and clear of all Encumbrances. There are no agreements or understandings in effect with respect to the transfer of the FT Membership Interests.

(d)The execution, delivery and performance by Fintech Advisory of this Agreement, and the consummation by Fintech Advisory of the transactions contemplated hereby, do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any governmental entity other than, if any Fintech Party is at any time required to file beneficial ownership reports on Schedule 13D pursuant to the Securities

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Exchange Act of 1934, the filing of Schedule 13D or an amendment thereto describing the transaction contemplated hereby and including a copy of this Agreement.

(e)The execution, delivery and performance by Fintech Advisory of this Agreement and the transfer of the FT Membership Interests do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under (whether with or without the passage of time, the giving of notice or both), or (iii) give any third party the right to modify, terminate or accelerate any material obligation under, in any such case, any law, the organizational documents of Fintech Advisory or FT, or any material agreement, instrument, order, judgment or decree to which Fintech Advisory or FT or their respective assets are subject, except, in each case, as would not reasonably be expected, individually or in the aggregate, to prevent or delay the performance by Fintech Advisory of its obligations hereunder or the consummation of the transactions contemplated hereby.

(f)There is no action or litigation pending, or, to the knowledge of Fintech Advisory, threatened, against or affecting Fintech Advisory that challenges the validity or enforceability of this Agreement, seeks to enjoin or prohibit consummation of, or seeks other material equitable relief with respect to, the transactions contemplated hereby  or that would be reasonably expected to impair or delay Fintech Advisory’s ability to consummate the transactions contemplated hereby.

(g)Neither Fintech Advisory nor any of its respective directors, officers, employees, shareholders or agents have retained, employed or used any broker or finder in connection with the transactions contemplated by this Agreement or in connection with the negotiation thereof.

11.Representations and Warranties of CVH.  As of July 7, 2017 and as of the Call Option Closing Date, CVH represents and warrants to each Fintech Party:

(a)CVH is a company duly organized, validly existing and in good standing under the laws of the Argentina and has all required corporate power and authority to execute and deliver this Agreement and the Pledge Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.  This Agreement and the Pledge Agreement have been duly executed and delivered by CVH and constitute the legal, valid and binding agreement of CVH enforceable against CVH in accordance with their terms, subject to the Bankruptcy Exception.

(b)The execution, delivery and performance of this Agreement and the Pledge Agreement by CVH and the consummation by CVH of the transactions contemplated hereby and thereby have been duly authorized and approved by all required corporate action.

(c)The execution, delivery and performance by CVH of this Agreement and the Pledge Agreement do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under (whether with or without the passage of time, the giving of notice or both), or (iii) give any third party the right to modify, terminate or accelerate any material obligation under, in any such case, any law, the organizational documents of CVH, or any material agreement, instrument, order, judgment or decree to which CVH or its

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assets are subject, except, in each case, as would not reasonably be expected, individually or in the aggregate, to prevent or delay the performance by CVH of its obligations hereunder or the consummation of the transactions contemplated hereby.

(f)There is no action or litigation pending, or, to the knowledge of CVH, threatened, against or affecting CVH that challenges the validity or enforceability of this Agreement, seeks to enjoin or prohibit consummation of, or seeks other material equitable relief with respect to, the transactions contemplated hereby  or that would be reasonably expected to impair or delay CVH’s ability to consummate the transactions contemplated hereby

(d)The execution, delivery and performance by CVH of this Agreement and the Pledge Agreement, and the consummation by CVH of the transactions contemplated hereby and thereby, do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any governmental entity.

(e)Neither CVH nor any of its respective directors, officers, employees, shareholders or agents have retained, employed or used any broker or finder in connection with the transactions contemplated by this Agreement or in connection with the negotiation thereof.

12.Covenants and Undertakings.

(a)Regulatory Approvals.  CVH and the Fintech Parties, as applicable, shall not, and shall cause their respective representatives and attorneys-in-fact not to, take any action that would contravene applicable law in connection with this Agreement or the transactions contemplated hereby. Without limiting the foregoing, each of the parties hereto agrees in connection with the transactions contemplated hereby not to offer or give on behalf of itself or any of its affiliates, either directly or through any other person, any money or anything else of value to any government official, including any official of a governmental entity, any member of the government, any political party or official thereof, or any candidate for political office (each, an “Official”), or any other person while knowing or having reason to know that all or a portion of such money or thing of value may be offered given or promised, directly or indirectly to any Official for the purpose of any of the following:

(i) influencing any act, omission or decision of such Official in his, her or its official capacity;

(ii) inducing such Official to do or to omit to do any act in violation of the lawful duty of such Official;

(iii) inducing such Official to use his, her or its influence with any governmental entity to affect or influence any act or decision of such governmental entity in order to assist itself or any of its affiliates in obtaining or retaining business for or with, or directing business to, any Person; or

(iv) otherwise securing any improper or unlawful advantage for the itself or any of its affiliates.

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(b)Taxes.  Each of CVH and the Fintech Parties shall be responsible for their own present or future taxes or other similar related charges now or hereafter imposed, levied, collected, withheld or assessed by any governmental entity by reason of the execution, delivery and performance of this Agreement and the Pledge Agreement.

(c)Dispositions and Encumbrances.

Except as set forth in this Agreement and for any Encumbrance released prior to the transfer of the FT Membership Interests pursuant to this Agreement, Fintech Advisory shall not directly or indirectly, sell, transfer or otherwise dispose of, or pledge, or create, incur, assume or suffer to exist, any Encumbrance on the FT Membership Interests. Except as set forth in this Agreement and the Pledge Agreement and for any Encumbrance released prior to the transfer of the VLG Membership Interests pursuant to this Agreement, FIA shall not directly or indirectly, sell, transfer or otherwise dispose of, or pledge, or create, incur, assume or suffer to exist, any Encumbrance on the VLG Membership Interests. Except as set forth in this Agreement and for any Encumbrance released prior to the transfer of the Spinco Interests pursuant to this Agreement, FT shall not directly or indirectly, sell, transfer or otherwise dispose of, or pledge, or create, incur, assume or suffer to exist, any Encumbrance on the Spinco Interests.

(d)Waiver.  Each of CVH and the Fintech Parties agree to waive and hereby waive any and all rights they may have under the TEO Shareholders’ Agreement, the CV Shareholders’ Agreement and the VLG LLC Operating Agreement in connection with the transaction contemplated hereby and under the Pledge Agreement to the extent that (A) such rights may prevent, delay or hinder the execution, delivery or performance of this Agreement or in any other way negatively affect the transactions contemplated hereby or (B) the violation of which rights would result in this Agreement being null and void.

(e)Cooperation.  The parties hereto will take all actions as may be reasonably necessary to consummate the transactions contemplated by this Agreement, including, without limitation entering into such agreements and delivering such certificates and instruments and consents as may be deemed necessary or appropriate to effect the transactions contemplated by this Agreement.

(f)Further Assurances.  Subject to the terms and conditions herein provided, each of the parties agrees hereto to take all reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws to perform its obligations hereunder and to consummate and make effective the transactions contemplated by this Agreement.

13.Conditions Precedent.

(a)The respective obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver by CVH and the Fintech Parties), at or prior to the Call Option Closing, of each of the following conditions:

(i)CVH shall deliver to Fintech Advisory written notice in the form of Exhibit B (with blanks appropriately completed) (the “Exercise Notice”) at least six (6) days prior to the date on which CVH wishes to exercise the Call Option; and

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(ii)no preliminary or permanent injunction or other order against or law or regulation prohibiting the purchase or delivery of the Deliverable Securities, as applicable, issued by any court of competent jurisdiction or other governmental authority shall be in effect.

(b)The obligations of CVH to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, or waiver by CVH, of each of the following conditions at or prior to the Call Option Closing:

(i)each of the representations and warranties of FT set forth in Section 8, each of the representations and warranties of FIA set forth in Section 9 and each of the representations and warranties of Fintech Advisory set forth in Section 10 shall be true and correct in all respects as of July 7, 2017 and as of the Call Option Closing Date with the same force and effect as if made on and as of the Call Option Closing Date;

(ii)the Fintech Parties shall have performed and complied with each of the agreements and covenants required to be performed or complied with by each of them on or prior to the Call Option Closing Date; and

(iii)CVH shall have received a certificate, dated the Call Option Closing Date and signed by a duly authorized officer or manager of each of the Fintech Parties, stating on behalf of each of the Fintech Parties that each of the conditions set forth in Section 13(b)(i) and Section 13(b)(ii), respectively, have been satisfied.

(c)The obligations of the Fintech Parties to consummate the transactions contemplated by this Agreement and the Pledge Agreement shall be subject to the satisfaction, or waiver by each of the Fintech Parties, of each of the following conditions at or prior to the Call Option Closing:

(i)Each of the representations and warranties of CVH set forth in Section 11 shall be true and correct in all respects as of July 7, 2017 and as of the Call Option Closing Date with the same force and effect as if made on and as of the Call Option Closing Date;

(ii)CVH shall have performed and complied with each of the agreements and covenants required to be performed or complied with by it on or prior to the Call Option Closing Date, and

(iii)the Fintech Parties shall have received a certificate, dated the Option Closing Date and signed by a duly authorized officer of CVH, stating on behalf of CVH that each of the conditions set forth in Section 13(c)(i) and Section 13(c)(ii) have been satisfied.

14. Indemnification.

(a)Each of the representations and warranties set forth in this Agreement and in the Pledge Agreement shall survive the Call Option Closing and the consummation of the transactions contemplated hereby and shall expire on the date that is one (1) year after the Call Option Closing Date.

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(b)Subject to the terms and conditions of this Section 14, from and after the Call Option Closing Date, the Fintech Parties shall jointly and severally indemnify, defend and hold harmless CVH and its respective representatives, successors and permitted assigns (collectively, the “CVH Indemnitees”) from and against and shall pay and reimburse CVH for any and all losses incurred or sustained by, or imposed upon, the CVH Indemnitees, resulting from or arising out of any inaccuracy in or breach of any representation or warranty or the breach of any covenant, agreement or obligation to be performed by any of the Fintech Parties contained in this Agreement and the Pledge Agreement, as of the date such representation or warranty was made or as of the Call Option Closing Date with the same force and effect as if made on and as of the Call Option Closing Date subject to a maximum amount of US$634,275,282; provided that the indemnity herein shall not extend to claims against CVH by any transferee of the Deliverable Securities.

(c)Subject to the terms and conditions of this Section 14, from and after the Call Option Closing Date, CVH shall indemnify, defend and hold harmless each of the Fintech Parties and their respective representatives, successors and permitted assigns (collectively, the “FT Indemnitees”) from and against and shall pay and reimburse the relevant Fintech Party for any and all losses incurred or sustained by, or imposed upon, the FT Indemnitees, resulting from or arising out of any inaccuracy in or breach of any representation or warranty or the breach of any covenant, agreement or obligation to be performed by CVH contained in this Agreement, as of the date such representation or warranty was made or as of the Call Option Closing Date with the same force and effect as if made on and as of the Call Option Closing Date subject to a maximum amount of US$634,275,282.

15.Severability.  If any provision of this Agreement or the application of any provision hereof to any party hereto or set of circumstances is held invalid, the remainder of this Agreement and the application of such provision to the other party or set of circumstances shall not be affected unless the provision held invalid shall substantially impair the benefits of the remaining portion of this Agreement.

16.Successors; Assignment.  Except as set forth in this Section 16, this Agreement and the rights of a party hereunder may not be assigned, and the obligations of a party hereunder may not be delegated, in whole or in part by either party without the other party’s prior consent.  Any assignment made in violation of this Agreement shall be null and void. CVH may assign this Agreement and/or the Pledge Agreement without the prior consent of the Fintech Parties at any time to any third party only in connection with and pursuant to the Financing. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors.

17.Amendment.  No amendment, modification or alteration of the terms or provisions of this Agreement shall be binding unless the same shall be in writing and duly executed by the authorized representatives of the Parties hereto.

18.Headings.  The headings contained in this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect in any way the interpretation hereof.

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19.Notices.  Any notice, request, instruction or other document to be given hereunder by any party hereto to any other party hereto shall be in writing and delivered personally or by electronic mail or sent by registered or certified mail or by any express mail service,

if to CVH, to:

Cablevisión Holding S.A.
Tacuari 1846, 4to. Piso
Ciudad de Buenos Aires (1139)
Argentina

E-mail:aleu@grupoclarin.com
sbardengo@grupoclarin.com
Attention:Alejandro Urricelqui
Sebastian Bardengo

if to any Fintech Party, to:

Fintech Media, LLC

c/o Fintech Advisory Inc.

375 Park Avenue 38th Floor,

New York, NY 10152

E-mail: mcl@fintechadv.com

Attention: General Counsel

or at such other address or number for a party as shall be specified by like notice.  Any notice which is delivered personally or by telecopy transmission or by registered or certified mail or courier shall be deemed to have been duly given to the party to whom it is directed upon actual receipt by such party.

20.Governing Law.

(a)THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.

21.Submission to Jurisdiction; Waiver of Jury Trial; Etc.  Each of the parties irrevocably and unconditionally submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the borough of Manhattan in the City of New York, or if such court does not have jurisdiction, the Supreme Court of the State of New York, New York County, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby.  Each of the parties irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights to trial by jury in connection with any litigation or proceeding arising out of this Agreement or the transactions contemplated hereby.  Each of the parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this

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Agreement or any transaction contemplated hereby or thereby in (a) the United States District Court for the Southern District of New York or (b) the Supreme Court of the State of New York, New York County, and hereby further irrevocably and unconditionally (i) waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such litigation or proceeding, any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 21, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by law, that the litigation in any such court is brought in an inconvenient forum and (ii) agrees not to commence any action, claim, cause of action or suit, in contract, tort or otherwise arising out of this Agreement and the transactions contemplated hereby and thereby other than in (A) the United States District Court for the Southern District of New York or (B) the Supreme Court of the State of New York, New York County.  The parties intend that any judgment of either such court shall be enforceable in all other jurisdictions.

22.Interpretation.

Each party hereto represents that, in the negotiation and drafting of this Agreement, such party has been represented by and relied upon the advice of counsel of such party’s choice.  Each such party affirms that such party’s counsel has had a substantial role in the drafting and negotiation of this Agreement.  Therefore, each such party agrees that the rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any related document.

23.Specific Performance.  CVH shall be entitled to compel specific performance of this Agreement and to seek other applicable equitable relief in the event of any breach or threatened breach of this Agreement by either Fintech Party, and each Fintech Party hereby waives for such purposes the defense of adequate remedy at law.

24.No Third-Party Beneficiaries.  Except as otherwise specifically provided herein, nothing in this Agreement is intended to confer upon any person other than the parties hereto any rights or remedies.

25.No Waiver of Rights.  No waiver of or delay or omission in the exercise of any right, power or remedy herein provided or otherwise available to the parties, their respective successors and permitted assigns shall impair, affect or be construed as a waiver of their respective rights thereafter to exercise the same.  Any single or partial exercise by the parties, their respective successors and permitted assigns of any right hereunder shall not preclude any other or further exercise of any other right.

26.Counterparts.  This Agreement may be executed in any number of counterparts, each of which, when executed, shall be deemed to be an original and all of which together shall constitute one and the same document. This Agreement shall be binding upon a party hereto only upon the manual execution and delivery (which delivery may be by telecopy or facsimile or electronic mail) of a signature page to a counterpart hereto.

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Exhibit A

FORM OF PLEDGE AGREEMENT

PLEDGE AGREEMENT

PLEDGE AGREEMENT (this “Agreement”) dated as of [•], 2017, is entered into between Fintech Media, LLC, a limited liability company organized and existing under the laws of the State of Delaware (“Pledgor”), and Cablevisión Holding S.A., a company organized and existing under the laws of Argentina (the “Secured Party”).

R E C I T A L S

WHEREAS, on the date hereof, Pledgor is the direct owner of 50% of VLG Argentina, LLC, a limited liability company organized and existing under the laws of the State of Delaware (“VLG”);

WHEREAS, Fintech Telecom, LLC, a limited liability company organized and existing under the laws of the State of Delaware (“FT”), is the direct controlling shareholder of Sofora Telecomunicaciones S.A., (“Sofora”), Sofora is the controlling shareholder of Nortel Inversora S.A. (“Nortel”), Nortel is the controlling shareholder of Telecom Argentina S.A. (“TEO”), and TEO is the controlling shareholder of Telecom Personal S.A. (“Personal”);

WHEREAS, Sofora, Nortel, TEO, and Personal have entered into a preliminary reorganization agreement (Compromiso Previo de Fusión), dated March 31, 2017, pursuant to which Sofora, Nortel and Personal will be merged into TEO, which will be the surviving entity, and Sofora, Nortel and Personal will be dissolved without liquidation and all of their respective assets and liabilities will be transferred to TEO in accordance with Argentine corporate law and the terms of the preliminary reorganization agreement (the “Reorganization”);

WHEREAS, Cablevisión S.A., a company organized and existing under the laws of Argentina (“Cablevisión”), and TEO have entered into a preliminary merger agreement (Compromiso Previo de Fusión) dated June 30, 2017 (the “Preliminary Merger Agreement”) pursuant to which Cablevisión will be merged into TEO, following which TEO will be the surviving entity and Cablevisión will be dissolved without liquidation and all of its assets and liabilities transferred to TEO, as applicable, in accordance with Argentine corporate law and the terms of the Preliminary Merger Agreement (the “Merger”);

WHEREAS, in furtherance of the Merger, Pledgor, FT, Fintech Advisory Inc., a corporation organized and existing under the laws of the State of Delaware (“Fintech Advisory”) and Secured Party entered into that certain Call Option Agreement, dated as of July 7, 2017 (as may be amended, restated or otherwise modified from time to time, the “Call Option Agreement”) pursuant to which Fintech Advisory has committed to sell to CVH membership interests of FT on the terms and subject to the conditions set forth in the Call Option Agreement including, among other things, the execution and delivery by Pledgor of a pledge agreement in the form hereof granting a security interest in the Collateral (as defined below) to Secured Party to secure the Secured Obligations (as defined below);

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NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in the Call Option Agreement and in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.Definitions.

Capitalized terms used in this Agreement and not otherwise defined herein will have the meanings assigned to them in the Call Option Agreement.  As used in this Agreement, the following terms have the respective meanings set forth below:

“Business Day” means any day other than (i) a Saturday or Sunday, or (ii) a day on which banks in New York City, New York, United States of America and Buenos Aires, Argentina are authorized or required by law to close.

“CV Shareholders’ Agreement” means the Amended and Restated Shareholders’ Agreement relating to Cablevisión dated as of May 4, 2017 among VLG, CVH, FT, FIA, Fintech Advisory and Cablevisión.

“Collateral” has the meaning assigned to such term in Section 2.

“Encumbrance” means any charge, claim, adverse interest, community property interest, pledge, hypothecation, condition, equitable interest, Encumbrance (statutory or other), option, security interest, mortgage, deed of trust, encumbrance, easement, encroachment, license, sublicense, right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.

“Event of Default” means the failure of Pledgor to perform or satisfy in full (a) any of its obligations contemplated in clause (a) of the definition of Secured Obligations when due, and (b) any material obligations of Pledgor under this Agreement if such failure continues for a period of thirty (30) days after Secured Party delivers to Pledgor written notice of such default.

“Operating Agreement” means the Fourth Amended and Restated Limited Liability Company Agreement of VLG Argentina, LLC, dated as of May 4, 2017 (as amended).

“Person” means any individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated association, government or any political subdivision department or agency of any government.

“Pledged Interests” means [·]% of the membership interests of VLG owned directly by Pledgor.

“Secured Obligations” means (a) following the payment of an amount equal to at least the Advance Deposit or the exercise of the Call Option and subject to the satisfaction of the conditions precedent set forth in Section 13 of the Call Option Agreement, the due and punctual performance, when and as due, of Fintech Advisory’s obligations to deliver the FT Membership Interests or the Spinco Interests or Pledgor’s obligation to deliver the VLG Membership Interests,

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as applicable, to Secured Party pursuant to the Call Option Agreement and (b) all obligations of Pledgor under this Agreement.

“Securities Act” means the Securities Act of 1933, as in effect from time to time in the United States of America.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of Secured Party’s security interest in any item or portion of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions.

Section 2.The Pledge.  As collateral security for the prompt payment and performance in full when due of the Secured Obligations, Pledgor hereby grants to Secured Party a security interest in all of Pledgor’s right, title and interest in the following property, whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to in this Agreement as “Collateral”):

(a)the Pledged Interests and the certificates, if any, representing the Pledged  Interests;

(b)all property (including equity interests issued by VLG) from time to time received, receivable or otherwise distributed in exchange for any and all of the Pledged Interests (including, without limitation, all shares, securities, options, warrants, interests, participations, or other equivalents regardless of how remote);

(c)all rights, privileges, authority and power arising from Pledgor’s ownership of its Pledged Interests, including all of the Pledgor’s rights under the Operating Agreement, or otherwise to exercise and enforce every right, power, remedy, authority, option and privilege, or to give or receive any notice, consent, amendment, waiver or approval, on behalf of the Pledgor relating to the Pledged Interests or the Issuer;

(d)all dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or exchange for any and all of the Pledged Interests and other Collateral (including, without limitation, all shares, securities, options, warrants, interests, participations, or other equivalents regardless of how remote), other than dividends, distributions or other proceeds in the form of cash in respect of the Pledged Interests received by Pledgor while no Event of Default has occurred and is continuing; and

(e)all cash and non-cash Proceeds (as defined in the UCC) of any and all of the foregoing.

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Section 3.Collateral Delivery, Perfection; Maintenance and Administration.

(a)As of the date hereof, Pledgor shall have delivered, or cause to be delivered, to Secured Party, certificates evidencing the Pledged Interest accompanied by undated powers, in the form attached hereto as Exhibit A, duly executed by Pledgor in blank. Secured Party will have the right at any time to exchange certificates or instruments representing or evidencing the Pledged Interests for certificates or instruments of smaller or larger denominations;

(b)As of the date hereof, Pledgor shall file (and authorizes Secured Party to file) UCC financing statements (including amendments and continuations) in any filing office(s), deemed necessary by Secured Party, naming the Pledgor as the debtor and Secured Party as secured party, which describes the Collateral specifically and contains any other information the Secured Party deems necessary to comply with the UCC or other applicable law for perfection of the security interest in the Collateral; and

(c)Upon the occurrence and during the continuation of an Event of Default, Secured Party will have the right (in its sole and absolute discretion and without notice to Pledgor) to transfer to or to register on the books of VLG (or of any other Person maintaining records with respect to the Collateral) in the name of Secured Party or any of its nominees any or all of the Collateral.

Section 4.Voting Rights and Dividends.

(a)Unless and until an Event of Default will have occurred and is continuing:

(i)Pledgor will be entitled to exercise any and all voting rights and/or other consensual rights and powers inuring to an owner of Pledged Interests or any part thereof for any purpose consistent with the terms of this Agreement, the CV Shareholders’ Agreement and the Operating Agreement; provided, however, that Pledgor will not be entitled to exercise any such right if the result thereof would materially and adversely affect the rights inuring to a holder of the Pledged Interests or the rights and remedies of Secured Party under this Agreement, the CV Shareholders’ Agreement, the Operating Agreement or the Call Option Agreement or would reasonably be expected to have a material adverse effect on the value of the Pledged Interests or Secured Party’s interest therein;

(ii)Pledgor will be entitled to receive and retain any and all cash dividends paid on the Pledged Interests (except cash dividends paid or payable in respect of the total or partial liquidation of an issuer) to the extent not prohibited or limited by the Operating Agreement, the CV Shareholders’ Agreement or the Call Option Agreement; and

(iii)Secured Party will execute and deliver to Pledgor, or cause to be executed and delivered to Pledgor, all such proxies, powers of attorney and other instruments as Pledgor may request for the purpose of enabling Pledgor to exercise any voting and/or consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) above and to receive the cash dividends it is entitled to receive pursuant to

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paragraph (a)(ii) above, as soon as reasonably practicable after receipt of a written request from Pledgor, which power of attorney shall remain effective until the earlier to occur of (A) the occurrence and continuation of an Event of Default and (B) the termination of this Agreement.

(b)Upon the occurrence and during the continuation of an Event of Default:

(i)All rights of Pledgor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) above, and the obligations of Secured Party under paragraph (a)(iii) above, will cease, and all such rights will thereon become vested in Secured Party, which will have sole and exclusive right and authority to exercise such voting and consensual rights and powers;

(ii)All rights of Pledgor to dividends or other payments pursuant to paragraph (a)(ii) above will cease, and all such rights will thereupon become vested in Secured Party, which will have the sole and exclusive right and authority to receive and retain such dividends or other payments and any such amounts will be applied in accordance with the provisions hereof; and

(iii)Pledgor will promptly execute and deliver to Secured Party, or cause to be executed and delivered to Secured Party, all such proxies, powers of attorney and other instruments as Secured Party may request for the purpose of enabling Secured Party to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (b)(i) above and to receive the cash dividends it is entitled to receive pursuant to paragraph (b)(ii) above.

(c)All dividends or other payments received by Pledgor not otherwise addressed by the provisions of this Section 4 will be held in trust for the benefit of Secured Party subject to the security interest of this Agreement, will be segregated from other property or funds of Pledgor and will be forthwith delivered to Secured Party upon demand in the same form as so received (with any necessary endorsement).

Section 5.Representations and Warranties.  Pledgor represents and warrants to Secured Party as of the date hereof:

(a)Duly Organized.  Pledgor has been duly organized and is validly existing and in good standing under the laws of the jurisdiction of its organization, with power and authority to execute, deliver and perform its obligations under this Agreement, including all documents executed in connection herewith.

(b)Power; Authority; Consent.  Pledgor has the power and authority to grant a security interest in the Collateral in the manner hereby done or contemplated and will defend its title or interest thereto or therein against any and all Encumbrances (other than the security interest granted by this Agreement or any other security interests granted in accordance with the terms of the CV Shareholders’ Agreement and the Operating Agreement), however arising, of all Persons whomsoever.  Subject to the provisions of Section 12(d) of the Call Option Agreement, no consent of any other Person (including members or creditors of Pledgor), and no consent or

23

approval of any governmental authority or any shares exchange was or is necessary for the pledge effected hereby.

(c)No Litigation.  No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to its knowledge threatened, against Pledgor or any of its properties with respect to this Agreement which, if decided adversely, would have a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement.

(d)Pledgor’s Name, Legal Status and Location.  (i) Pledgor’s exact legal name is that indicated in the introductory statement to this Agreement and is the exact name as it appears in Pledgor’s organizational documents as filed with Pledgor’s jurisdiction of organization and on the signature page hereof, and (ii) Pledgor is an organization of the type and is organized solely in the jurisdiction set forth in the introductory statement to this Agreement.

(e)Ownership and Encumbrances.  Except for the security interest granted hereunder or any Encumbrance that will be released prior to the transfer of the VLG Membership Interests pursuant to the Call Option Agreement, Pledgor (i) is the sole legal and beneficial owner of the Collateral, (ii) holds the same free and clear of all Encumbrances, and (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Encumbrance on, the Collateral.

(f)Interests.  Pledgor will not amend or modify Section 3.02(e) of the Operating Agreement, or permit VLG from amending or modifying the Operating Agreement in a manner such that the terms of the Operating Agreement do not expressly provide that the Pledged Interests are securities governed by Article 8 of the Delaware Uniform Commercial Code.

(g)Perfection.  By virtue of the execution and delivery by Pledgor of this Agreement, (i) with respect to the Pledged Interests, when the certificates, if any, evidencing the Pledged Interests are delivered to Secured Party in accordance with this Agreement, and (ii) with respect to all Collateral that may be perfected by filing a financing statement pursuant to the UCC, when a UCC financing statement indicating the Collateral has been filed in the offices of the Secretary of State of Delaware (naming Pledgor as the debtor and Secured Party as Secured Party), Secured Party will have a valid and perfected first priority security interest in such Collateral as security for the payment and performance of the Secured Obligations.

(h)Status of Pledged Interests.  The Pledged Interests are (i) duly authorized and validly existing, (ii) fully paid and nonassessable and (iii) not subject to any options to purchase or other similar rights or subject to any legal or contractual restriction, or any other applicable agreement, upon the pledge of the Pledged Interests hereunder, other than those arising under the Securities Act, CV Shareholders’ Agreement, the Operating Agreement or the Call Option Agreement.  All information set forth herein relating to the Pledged Interests is accurate and complete in all material respects.

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Section 6.Further Assurances.

(a)Pledgor agrees that from time to time, at the expense of Pledgor, Pledgor will promptly execute and deliver all further instruments and documents, and take all further action that may be necessary or reasonably desirable, or that Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Collateral.  Without limiting the generality of the foregoing, Pledgor will: (i) execute such instruments or notices, as may be necessary or reasonably desirable, or as Secured Party may request, in order to perfect and preserve the first priority security interests granted or purported to be granted hereby; and (ii) appear in and defend any action or proceeding that may affect Pledgor’s title to or Secured Party’s security interest in the Collateral.

(b)Pledgor hereby authorizes Secured Party to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral.

Section 7.Covenants of Pledgor.

(a)Change in Pledgor’s Name, Legal Status and Location.  Pledgor agrees to furnish to Secured Party at least 10 days prior written notice of any of the following:  (i) a change in Pledgor’s legal name from that indicated in the introductory statement to this Agreement and in Pledgor’s organizational documents as filed with Pledgor’s jurisdiction of organization;  (ii) a change in Pledgor’s organizational legal entity designation from that indicated in the introductory statement to this Agreement; and (iii) a change in Pledgor’s jurisdiction of organization from that indicated in the introductory statement to this Agreement.  Pledgor agrees not to effect or permit any change referred to in the preceding sentence unless, within 10 days following any such change, all filings are, or will be, made under the Uniform Commercial Code or other applicable law that are required in order for Secured Party to continue at all times following such change to have a valid, legal and perfected, security interest in the Collateral.

(b)No Other Filings.  Without the prior written consent of Secured Party, Pledgor will not, after the date hereof, file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to the Collateral in which Secured Party is not named as the sole secured party.

Section 8.Remedies.

(a)In addition to the rights and remedies specified herein, Secured Party will have all of the rights and remedies of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies under this Agreement may be asserted; provided, however, in the event that Secured Party exercises the Call Option and sells the Collateral or any portion thereof to any Person other than a CVH Party (as such term is defined in the TEO Shareholders’ Agreement), the exercise of the rights and remedies specified herein is subject to the terms and

25

conditions of the Shareholders’ Agreement relating to TEO dated as of July 7, 2017, among, inter alia, the Secured Party and the Pledgor (the “TEO Shareholders Agreement”).

(b)At any time that an Event of Default has occurred and is continuing, Secured Party will be entitled to do any or all of the following (to the fullest extent permitted under the laws in effect in any jurisdiction where any right or remedy under this Agreement may be asserted), provided that, upon taking any such action, Secured Party will be deemed to have exercised the Call Option under the Call Option Agreement and shall pay the Exercise Price or the balance thereof (as adjusted in accordance with the Call Option Agreement) to Pledgor:

(i)reregister any or all of the Pledged Interests in the name of Secured Party, and Secured Party may thereafter exercise (A) any and all voting rights and other limited liability company powers, and other rights pertaining to the Pledged Interests and (B) any and all rights of conversion, exchange and subscription and other rights, privileges or options pertaining to the Pledged Interests, in each case as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Interests upon the exercise by Pledgor or Secured Party of any right, privilege or option pertaining to such Pledged Interest, and in connection therewith the right to deposit and deliver any and all of the Pledged Interests or other Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but Secured Party shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

(ii)if unable to exercise its rights conferred upon it under clause (i) above, proceed by a suit or suits at law or in equity to foreclose upon the Collateral pursuant to a judgment or decree of a court or courts having competent jurisdiction; and

(iii)otherwise act with respect to the Collateral or the proceeds thereof as though Secured Party were the outright owner thereof;

(c)For the avoidance of doubt, in the event that the Spinco Delivery Option is elected and an Event of Default occurs, CVH shall be entitled to exercise any of the foregoing remedies in respect of the Collateral as if the VLG Delivery Option had been elected.

(d)Pledgor further recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, Secured Party may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof.  Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to Secured Party than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale will be deemed to have been made in a commercially reasonable manner and that Secured Party will have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit VLG or issuer thereof to register it for public sale.

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(e)Secured Party will not be obligated to make any sale of any Collateral if it will determine not to do so, regardless of the fact that notice of sale of such Collateral will have been given.  Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned.

(f)Secured Party is hereby authorized to comply with any limitation or restriction in connection with any sale of Collateral as it may be advised by counsel is necessary in order to (i) avoid any violation of applicable law or (ii) obtain any required approval of the sale or of the purchase by any governmental authority, and Pledgor agrees that such compliance will not result in such sale being considered or deemed not to have been made in a commercially reasonable manner and that Secured Party will not be liable or accountable to Pledgor for any discount allowed by reason of the fact that such Collateral is sold in compliance with any such limitation or restriction.

(g)If Secured Party determines to exercise its right to exercise the Call Option or alternatively foreclose upon the Collateral pursuant to this Section 8, Pledgor agrees that, upon request of Secured Party, Pledgor will, at its own expense:

(i)execute and deliver, or cause the officers, managers and/or directors of VLG to execute and deliver, to any Person or governmental authority as Secured Party may choose, any and all documents and writings which, in Secured Party’s reasonable judgment, may be necessary or appropriate for approval, or be required by, any governmental authority located in any city, county, state or country where Pledgor or VLG engage in business, in order to transfer or to more effectively transfer the Collateral or otherwise enforce Secured Party’s rights hereunder; and

(ii)do or cause to be done all such other acts and things as may be necessary to make such sale of the Collateral or any part thereof valid and binding and in compliance with applicable law.

(h)Secured Party will not be required to provide to Pledgor prior notice of the time and place of any sale or other intended disposition of any of the Collateral with respect to any Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market or under any other circumstances where such notice is not required as a matter of applicable law.  Where such notice is required as a matter of applicable law, Secured Party will give Pledgor not less than ten days’ prior notice of the time and place of any sale or other intended disposition of any of the Collateral and Pledgor agrees that such notice, where required, constitutes “reasonable notification” within the meaning of Article 9 of the UCC.

(i)Pledgor agrees that it will not at any time plead, claim or take the benefit of any appraisal, valuation, stay, extension, moratorium or redemption law now or hereafter in effect in order to prevent or delay the enforcement of this Agreement, or the absolute sale of the whole or any part of the Collateral or the possession thereof by any purchaser at any sale hereunder, and Pledgor waives the benefit of all such laws to the extent it lawfully may do so.

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Pledgor agrees that it will not interfere with any right, power and remedy of Secured Party provided for in this Agreement or existing at law or in equity or by statute or otherwise and will have no right to require Secured Party to marshal any part of the Collateral.

Section 9.Attorney-in-Fact.  Pledgor hereby appoints Secured Party as Pledgor’s attorney-in-fact, with full authority in the place and stead of Pledgor and in the name of Pledgor or otherwise, from time to time in Secured Party’s discretion to take any action and to execute any instrument that is necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to complete any stock, bond or other power, to receive, endorse and collect all instruments made payable to Pledgor representing any dividend or other distribution in respect of the Pledged Interests or any part thereof and to give full discharge for the same.  This appointment as attorney-in-fact is irrevocable until this Agreement has terminated.

Section 10.Reimbursement of Secured Party; Indemnification of Secured Party.

(a)Pledgor agrees to be liable to Secured Party for the amount of any and all reasonable and documented out-of-pocket expenses, including reasonable fees, other charges and disbursements of its counsel and of any experts or agents, incurred by Secured Party in connection with (i) the exercise or enforcement of any of the rights of Secured Party hereunder, or the sale of, collection from, or other realization upon, any of the Collateral in accordance with the terms hereof, or (ii) the failure by Pledgor to perform or observe any of the provisions hereof applicable to it; provided, however, that Pledgor shall not be liable for any expenses to the extent that such expenses are finally judicially determined to have resulted from Secured Party’s bad faith or, breach of this Agreement or the Call Option Agreement.

(b)Without limitation of its indemnification obligations under the Call Option Agreement, Pledgor agrees to indemnify Secured Party and any agents of Secured Party (each, an “Indemnitee” and together, the “Indemnitees”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, other charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of 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 thereunder or the consummation of the transactions contemplated hereby; provided that such indemnity will not be available to the extent that such losses, claims, damages, liabilities or related expenses result from the gross negligence or willful misconduct of such Indemnitee or in connection with the violations of the Act.

(c)Any amounts payable as provided hereunder will be additional Secured Obligations secured hereunder.  The provisions of this Section 10 will remain operative and in full force and effect regardless of the termination of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement, the CV Shareholders’ Agreement, the Operating Agreement or the Call Option Agreement or any investigation made

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by or on behalf of Secured Party.  All amounts due under this Section 10 will be payable upon written demand therefor.

Section 11.Responsibilities of Secured Party.

(a)Other than the exercise of reasonable care in the custody and preservation of the Collateral, Secured Party will have no additional duties with respect to any Collateral, including with respect to any matter or proceedings arising out of or relating to the Collateral.  Secured Party will be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which Secured Party accords its own property.

(b)In exercising or refraining from exercising its rights hereunder, Secured Party will not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any agent or bailee selected by Secured Party in good faith.

(c)Secured Party may consult with legal counsel, and will be fully protected in taking, or omitting to take, any action in good faith reliance thereon.

(d)Neither Secured Party nor any of its directors, officers, employees, agents or counsel will be liable for any action lawfully taken or omitted to be taken by it or them hereunder or in connection herewith, except for their own gross negligence or willful misconduct, and Secured Party will not be liable for any error of judgment made by it in good faith.

(e)Notwithstanding any of the foregoing, Secured Party agrees that none of the clauses in this Section 11 is intended to limit or prohibit any rights or protections of any other party to the TEO Shareholders Agreement or at law in their capacity as a shareholder or creditor of TEO.

Section 12.Termination; Release; Reinstatement.

(a)This Agreement and the security interests granted hereby will terminate upon the earliest to occur of (i) the termination of the Call Option Agreement, (ii) the expiration of the Call Option Period or (iii) the exercise of the Call Option and the consummation of the Call Option Closing, including the delivery of the FT Membership Interest, Spinco Interest or the VLG Membership Interest, as applicable.

(b)Upon any sale or other transfer by Pledgor of any Collateral in accordance with the terms of the Call Option Agreement, or, upon the effectiveness of any written consent by Secured Party to the release of the security interest granted hereby in any Collateral, the security interest in such Collateral will be automatically released.

(c)In connection with any termination or release pursuant to this Section 12, Secured Party will execute and deliver to Pledgor, at Pledgor’s sole expense, all documents that Pledgor will reasonably request to evidence such termination or release, in each case without recourse, representations or warranties of any kind.

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Section 13.Miscellaneous.

(a)Any notice, request, instruction or other document to be given hereunder by any party hereto to any other party hereto shall be in writing and delivered personally or by electronic mail or sent by registered or certified mail or by any express mail service,

If to Pledgor, to:

Fintech Media, LLC

c/o Fintech Advisory Inc.

375 Park Avenue 38th Floor,

New York, NY 10152

USA

E-mail:

Attention:

If to Secured Party, to:

Cablevisión Holding S.A.

Tacuari 1846, 4to. Piso

Ciudad de Buenos Aires (1139)

Argentina

E-mail:  aleu@grupoclarin.com

sbardengo@grupoclarin.com

Attention:  Alejandro Urricelqui

Sebastian Bardengo

or at such other address or number for a party as shall be specified by like notice.  Any notice which is delivered personally or by telecopy transmission or by registered or certified mail or courier shall be deemed to have been duly given to the party to whom it is directed upon actual receipt by such party.

(b)No Waiver; Cumulative Remedies.  No failure by Secured Party to exercise, and no delay by Secured Party in exercising, any right, remedy, power or privilege hereunder will operate as a waiver thereof; nor will any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

(c)Amendments, Etc.  No amendment or waiver of any provision of this Agreement and no consent to any departure by Pledgor therefrom, will be effective unless in writing signed by Secured Party and Pledgor, and each such waiver or consent will be effective only in the specific instance and for the specific purpose for which given.

(d)Successors and Assigns.  This Agreement will be binding upon and inure to the benefit of the respective successors and assigns of Pledgor and Secured Party (provided,

30

however, that neither party shall assign or transfer Pledgor’s rights or obligations under this Agreement without the prior written consent of the other party, except as otherwise provided in this Section 13(d)). Secured Party may assign this Agreement without the prior consent of Pledgor at any time to any third party only in connection with and pursuant to the Financing (provided, however, that this Agreement may only be assigned to the extent that the Call Option Agreement is assigned or pledged and only if permitted under the terms and conditions of the TEO Shareholders Agreement).

(e)Counterparts; Telefacsimile Execution.  This Agreement may be executed in any number of counterparts, all of which taken together will constitute one and the same instrument and either of the parties hereto may execute this Agreement by signing any such counterpart; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signatures are physically attached to the same document.  Delivery of an executed counterpart of this Agreement by telefacsimile will be equally as effective as delivery of an original executed counterpart of this Agreement.  Any party delivering an executed counterpart of this Agreement by telefacsimile also will deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart will not affect the validity, enforceability, or binding effect hereof.

(f)GOVERNING LAW.  THIS AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

(g)Severability.  If any provision of this Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.  The invalidity of a provision in a particular jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction.

Section 14.Security Interest Absolute.  To the extent permissible by applicable law, all rights of Secured Party hereunder, the grant of a security interest in the Collateral and all obligations of Pledgor hereunder, will be absolute, irrevocable,  and unconditional irrespective of:

(a)any claim as to the genuineness, validity, regularity or enforceability of the Call Option Agreement, the CV Shareholders’ Agreement, the Operating Agreement, any agreement with respect to any of the Secured Obligations or any other agreement or instrument relating to any of the foregoing;

(b)any change in the time, manner or place of payment of, or in any other term of, all of or any of the Secured Obligations, or any other amendment, modification, extension or waiver of or any consent to any departure from the Call Option Agreement, the

31

Operating Agreement, the CV Shareholders’ Agreement or any other agreement or instrument relating to any of the foregoing;

(c)any change in the corporate existence, structure or ownership of any issuer of Pledged Interests, or any liquidation, dissolution, insolvency, reorganization or other similar proceeding affecting any such issuer or its assets;

(d)any release of any collateral securing any obligations in respect of the Call Option Agreement, the Operating Agreement, the CV Shareholders’ Agreement or any guarantee or other credit support in respect thereof;

(e)any law, rule, regulation, decree or order of any jurisdiction, any change in any of the foregoing, or any other event, affecting any term of any Secured Obligation or Secured Party’s rights with respect thereto; or

(f)any other circumstance whatsoever that might otherwise constitute a defense available to, or a discharge of, Pledgor in respect of the Secured Obligations or in respect of this Agreement (other than the indefeasible payment in full of all Secured Obligations).

[REMAINING SPACE INTENTIONALLY LEFT BLANK;
SIGNATURES TO FOLLOW ON NEXT PAGE]

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

FINTECH MEDIA, LLC
By:
	Name:
	Title:
CABLEVISION HOLDING S.A.
By:
	Name:
	Title:

33

EXHIBIT A

FINTECH MEDIA, LLC

IRREVOCABLE MEMBERSHIP INTEREST POWER

FOR VALUE RECEIVED, the undersigned hereby assigns, transfers and conveys to                                           (the “Assignee”) [  ]% of the outstanding membership interests of VLG Argentina, LLC (the “Issuer”), standing in the name of the undersigned on the books of the Issuer and represented by Certificate No. [   ] and does hereby irrevocably constitute and appoint the Assignee as its attorney-in-fact to transfer the said interests on the books of the Issuer, with full power of substitution in the premises.

Dated:  [                        ]

FINTECH MEDIA, LLC]
By:
	Name:
	Title:

34

Exhibit B

FORM OF EXERCISE NOTICE

	[Date]
COMPANY
[Address]
Attention:[            ]
Fax: [        ]

Ladies and Gentlemen:

The undersigned, [·], refers to the Call Option Agreement, dated as of July 7, 2017 (the “Call Option Agreement” and the terms defined therein being used herein as therein defined), among the undersigned, FT, FIA and Fintech Advisory and hereby gives you notice, irrevocably, pursuant to Section 13(a)(i) of the Call Option Agreement that the undersigned hereby exercises the Call Option provided under Section 2(a) of the Call Option Agreement, and in connection with such sets forth below the information relating to such exercise as required by Section [13(a)(i)] of the Call Option Agreement:

i.The Option Closing Date shall be [·].

ii.The Call Option is exercised with respect to the [ FT Membership Interests] [VLG Membership Interests] [Spinco Interests].

iii.The [ FT Membership Interests] [VLG Membership Interests] [Spinco Interests] represent [·] [shares/membership interests] of [FT/VLG/Spinco] and the Exercise Price is equal to US$[·].

Very truly yours,

CABLEVISION HOLDING S.A.

By:

Name:

Title:

35

Exhibit C

FORM OF ASSIGNMENT AGREEMENT

THIS ASSIGNMENT AGREEMENT (the “Agreement”) is entered into as of [·], 201[7] by and between [Fintech Telecom, LLC, a limited liability company organized and existing under the laws of the State of Delaware (“FT”)/ Fintech Media, LLC, a limited liability company organized and existing under the laws of the State of Delaware/ Fintech Advisory Inc. a corporation organized and existing under the laws of the State of Delaware/ [Spinco], a [·] organized under the laws of [·]] (“Assignor”), and Cablevisión Holding S.A., a company organized and existing under the laws of Argentina, in its capacity as assignee (“Assignee”) [and Fintech Media, LLC as managing member of VLG Argentina, LLC, a limited liability company organized and existing under the laws of the State of Delaware, USA].

WHEREAS, Assignor and Assignee are parties to that certain Call Option Agreement, dated July 7, 2017, the terms defined therein being used herein as therein defined;

WHEREAS, Assignee has exercised the Call Option and Assignor is therefore willing to sell, convey, transfer and deliver to Assignee full right, title and interest in and to the [ FT Membership Interests] [VLG Membership Interests] [Spinco Interests] representing [·][membership interests of FT] [membership interests of VLG] [interests/shares of Spinco], free and clear of all claims and Encumbrances, by executing and delivering this Agreement;

WHEREAS, Assignee desires to accept such assignment, transfer and conveyance,

WHEREAS [the FT Membership Interests represent [·]% of the issued and outstanding membership interests of FT] [the VLG Membership Interests represent [·]% of the issued and outstanding membership interests of VLG] [ [the [Spinco Interests] represent [·]% of the issued and outstanding membership interests/shares of Spinco];

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the parties hereto hereby agrees as follows:

1.Effective as of the date hereof, Assignor hereby assigns, transfers, and conveys to Assignee, without representation or warranty, and Assignee hereby assumes, all of Assignor’s rights, title and interest in and to the [FT Membership Interests] [VLG Membership Interests] [Spinco Interests], free and clear of all claims and Encumbrances. Assignee assumes in such capacity all of the rights and obligations of the Assignor under such [FT Membership Interests] [VLG Membership Interests] [Spinco Interests], arising from and after the date hereof.

2.[The assignment of the [VLG Membership Interests] assigned hereunder is hereby acknowledged and accepted by [·], [in its capacity as Managing Member of VLG (as defined in that certain VLG LLC Agreement)] [The assignment of the [FT Membership Interests] assigned

36

hereunder is hereby acknowledged and accepted by [·], [in its capacity as Managing Member of FT].

3.This Agreement shall be binding upon, inure to the benefit of and be enforceable by the respective successors and permitted assigns of the parties hereto.

4.THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

5.This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the date first above written.

CABLEVISION HOLDING S.A.

By:

Name:

Title:

[FINTECH TELECOM, LLC

By:

Name:

Title:]

[FINTECH MEDIA, LLC

By:

Name:

Title:]

[FINTECH ADVISORY INC.

By:

Name:

Title:]

[ACKNOWLEDGED AND ACCEPTED]:

[VLG ARGENTINA, LLC

37

By: [·], its Managing Member]

By:

Name:

Title

[FINTECH TELECOM, LLC

By: [·], its Managing Member]

By:

Name:

Title

38

EX-99.5

Exhibit 99.5

Execution Version

EXERCISE NOTICE

December 27, 2017

Fintech Telecom, LLC

Fintech Media, LLC

Fintech Advisory Inc.

375 Park Avenue, 38th Floor

New York, NY 10152

Ladies and Gentlemen:

The undersigned, in his capacity as president of Cablevision Holding S.A. (“CVH”), refers to the Call Option Agreement, dated as of July 7, 2017 (the “Call Option Agreement” and the terms defined therein being used herein as therein defined), among the undersigned, FT, FIA and Fintech Advisory.

Pursuant to the Call Option Agreement, on behalf of CVH I hereby:

1)            Give you irrevocable notice, pursuant to Section 13(a)(i) of the Call Option Agreement, that the undersigned hereby exercises the Call Option provided under Section 2(a) of the Call Option Agreement, and sets forth below certain information relating to such exercise as required by Section 13(a)(i) of the Call Option Agreement:

i.The Call Option is exercised with respect to the VLG Membership Interests, which represent 21.55% of the total membership interests of VLG.

ii.In light of the upcoming holidays, CVH expects delivery of the VLG Membership Interests upon the occurrence of the Merger Effective Date (Fecha Efectiva de Fusión), as defined in the Preliminary Merger Agreement.

2)            In connection with the Exercise Price, inform you that:

i.Pursuant to that certain letter dated October 2, 2017 from CVH to the Fintech Parties, and as provided under Section 6(b) of the Call Option Agreement, CVH made an Advance Payment totaling US$634,275,282.  As a result of such Advance Payment, no interest has accrued on the Base Price and on October 7, 2017, FIA and CVH executed and delivered the Pledge Agreement pursuant to which FIA created the security interest contemplated therein in the Pledged Interests (as such term is defined on the Pledge Agreement).

ii.The Base Price shall be adjusted by deducting US$6,266,919. Such deduction has been calculated by offsetting (i) the amount of US$6,756,882 payable by FIA to CVH with respect to the TEO Dividend declared pursuant to the terms of the Preliminary Merger Agreement and (ii) the amount of US$489,963 payable by CVH to FIA with respect to the Cablevision Dividend declared pursuant to the terms of the Preliminary Merger Agreement. FIA shall cause such payment in the

amount of US$6,266,919 to be made to CVH in U.S. dollars on or prior to January 5, 2018 to such account as CVH may designate in writing.

3)            In connection with the Call Option Closing, propose that the following measures be implemented on or prior to delivery of the VLG Membership Interests:

i.The Fintech Parties shall deliver the certificate required pursuant to Section 13(b)(iii) and CVH shall deliver the certificate required pursuant to Section 13(c)(iii).

ii.CVH shall deliver a document acknowledging receipt of the VLG Membership Interests.

iii.CVH, as the new holder of the VLG Membership Interests, shall be entitled to retain  FIA’s membership interest No. 5 and FIA’s obligation to deliver the VLG Membership Interests will be deemed satisfied.

4)            Waive any claim that CVH may have against Fintech Advisory for Fintech Advisory’s failure to execute and deliver to CVH an Assignment Agreement in connection with the Call Option Closing pursuant to Section 5(a) of the Call Option Agreement, which waiver shall become effective upon delivery by CVH of a written receipt acknowledging delivery of the VLG Membership Interests that have been assigned to CVH pursuant to the exercise of the Call Option.

If you agree with the terms of this letter, please deliver an acceptance letter executed by a duly authorized officer of the Fintech Parties.

[Signature page follows]

Very truly yours,
CABLEVISION HOLDING S.A.
By:	/s/ Alejandro Alberto Urricelqui
Name:		Alejandro Alberto Urricelqui
Title:		President

Notice of Acceptance

December 27, 2017

To:

Cablevisión Holding S.A.

Tacuarí 1846, 4th. Floor

(1139) Buenos Aires, Argentina

Attention: Sebastián Bardengo

Dear Sirs,

We hereby accept the terms of your letter dated December 27, 2017.

Sincerely,

FINTECH TELECOM, LLC
By:	/s/ Julio R. Rodriguez, Jr.
	Name:	Julio R. Rodriguez, Jr.
	Title:	Authorized Person
FINTECH MEDIA, LLC
By:	/s/ Julio R. Rodriguez, Jr.
	Name:	Julio R. Rodriguez, Jr.
	Title:	Authorized Person
FINTECH ADVISORY INC.
By:	/s/ Julio R. Rodriguez, Jr.
	Name:	Julio R. Rodriguez, Jr.
	Title:	Authorized Person

EX-99.6

Exhibit 99.6

Execution Version

September 24, 2017

Citigroup Global Markets Inc.

Goldman Sachs Bank USA

Industrial and Commercial Bank of China

Limited Dubai (DIFC) Branch

Itaú Unibanco S.A., Nassau Branch as Arrangers

Citibank, N.A.

Goldman Sachs Bank USA

Industrial and Commercial Bank of China

Limited Dubai (DIFC) Branch

Itaú Unibanco S.A., Nassau Branch as Lenders

Citibank, N.A.

as Administrative Agent and Offshore Collateral Agent

and the branch of Citibank, N.A. established in the Republic of Argentina

as Onshore Collateral Agent

Re: Offer CVH No. 1/2017

Ladies and Gentlemen:

Cablevisión Holding S.A. (as defined in Annex A hereto, “Borrower” or “us”) is pleased to submit to each of the Arrangers (as defined in Annex A hereto), the Lenders (as defined in Annex A hereto), Administrative Agent (as defined in Annex A hereto) and the Collateral Agents (as defined in Annex A hereto, and together with the Arrangers, the Lenders and Administrative Agent,  “you”) this irrevocable offer (the “Offer”) regarding our intention to enter into the senior secured bridge loan facility under the terms and conditions contained herein.

This Offer shall be deemed accepted upon receipt by us not later than the Expiration Date (as defined below) of a written notice from you.

Upon acceptance of this Offer as provided in the immediately preceding paragraph, the terms and conditions of this Offer attached as Annex A hereto (the “Terms and Conditions”) shall be binding upon and inure to the benefit of the parties hereof, and each of you and us shall be deemed to have accepted, acknowledged and agreed to any and all such Terms and Conditions, which shall constitute the entire agreement between us and you relating to the subject matter thereof and shall supersede any and all previous agreements and understandings, oral or written, relating to the subject matter thereof.

This Offer CVH No. 1/2017 shall expire at 11:59 p.m., New York City time, on September 25, 2017 unless extended by us in writing (the “Expiration Date”), if not accepted in accordance with the preceding paragraphs.

[Signature pages follow]

CABLEVISIÓN HOLDING S.A.,
as Borrower
By:	/s/ Sebastian Bardengo
Name: Sebastian Bardengo
Title: Authorized Signatory
/s/ Fracisco Ivan Acevedo
Name: Fracisco Ivan Acevedo
Title: Authorized Signatory

[SIGNATURE PAGE TO OFFER LETTER]

ANNEX A

TERMS AND CONDITIONS TO THE OFFER CVH N°1/2017

(see attached)

i

TABLE OF CONTENTS

	Page
SECTION 1. DEFINITIONS AND INTERPRETATION	1
1.1. Definitions	1
1.2. Accounting Terms	24
1.3. Interpretation, Etc.	25
SECTION 2. LOANS	25
2.1. Loans	25
2.2. Pro Rata Shares; Availability of Funds	26
2.3. Use of Proceeds	27
2.4. Evidence of Debt; Register; Lenders’ Books and Records; Checks	27
2.5. Interest on Loans	29
2.6. Default Interest	29
2.7. Fees	30
2.8. Repayment	30
2.9. Voluntary Prepayments	30
2.10. Mandatory Prepayments/Commitment Reductions	31
2.11. Application of Mandatory Prepayments	32
2.12. General Provisions Regarding Payments	32
2.13. Ratable Sharing	34
2.14. Making or Maintaining Loans	35
2.15. Increased Costs; Capital Adequacy	36
2.16. Taxes; Withholding, Etc.	38
2.17. Obligation to Mitigate	40
2.18. Defaulting Lenders	41
2.19. Removal or Replacement of a Lender	42
SECTION 3. CONDITIONS PRECEDENT	43
3.1. Conditions to Initial Funding Date	43
3.2. Conditions to all subsequent Funding Dates	46
3.3. Funding Notices	47
3.4. Borrowings	47
SECTION 4. REPRESENTATIONS AND WARRANTIES	47
4.1. Organization; Requisite Power and Authority	47
4.2. Equity Interests and Ownership	47
4.3. Due Authorization	47
4.4. No Conflict	48
4.5. Governmental Consents	48
4.6. Binding Obligation	48
4.7. Historical Financial Statements	49
4.8. No Material Adverse Effect	49

ii

4.9. No Restricted Junior Payments	49
4.10. Adverse Proceedings, Etc.	49
4.11. Payment of Taxes	49
4.12. Properties	49
4.13. Environmental Matters	50
4.14. No Events of Default	50
4.15. Governmental Regulation	50
4.16. Federal Reserve Regulations; Exchange Act	50
4.17. Employee Matters	50
4.18. Certain Fees	51
4.19. Solvency	51
4.20. Compliance with Statutes, Etc.	51
4.21. Disclosure	51
4.22. Senior Debt	51
4.23. Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act	51
SECTION 5. AFFIRMATIVE COVENANTS	52
5.1. Financial Statements and Other Reports	52
5.2. Certification of Public Information	54
5.3. Existence	54
5.4. Payment of Taxes and Claims	54
5.5. Maintenance of Properties	54
5.6. Insurance	55
5.7. Books and Records; Inspections	55
5.8. Lenders Meetings	55
5.9. Compliance with Laws	55
5.10. Environmental	55
5.11. Further Assurances	56
5.12. Establishment and Maintenance of IR Account	56
5.13. Sanctioned Persons; Anti-Corruption Laws	56
5.14. Compliance with Argentine Foreign Exchange Regulations	56
SECTION 6. NEGATIVE COVENANTS	56
6.1. Debt	57
6.2. Liens	57
6.3. Restricted Junior Payments	58
6.4. Restrictions on Subsidiary Distributions	58
6.5. Investments	58
6.6. Fundamental Changes; Disposition of Assets	59
6.7. Disposal of Cablevisión’s Interests	60
6.8. Sales and Lease-Backs	60
6.9. Transactions with Shareholders and Affiliates	60
6.10. Conduct of Business	60
6.11. Amendments or Waivers of Organizational Documents and Certain Related Agreements	60
6.12. Fiscal Year	61
6.13. Financial Covenants	61

iii

SECTION 7. EVENTS OF DEFAULT	62
7.1. Events of Default	62
SECTION 8. AGENTS	64
8.1. Appointment of Agents	64
8.2. Powers and Duties	65
8.3. General Immunity	65
8.4. Agents Entitled to Act as Lender	67
8.5. Lenders’ Representations, Warranties and Acknowledgment	67
8.6. Right to Indemnity	67
8.7. Successor Administrative Agent and Collateral Agent	68
8.8. Collateral Documents	70
8.9. Withholding Taxes	70
8.10. Special Provision regarding Onshore Collateral Agent	71
SECTION 9. MISCELLANEOUS	71
9.1. Notices	71
9.2. Expenses	73
9.3. Indemnity	73
9.4. Set-Off	75
9.5. Amendments and Waivers	75
9.6. Successors and Assigns; Participations	77
9.7. Independence of Covenants	81
9.8. Survival of Representations, Warranties and Agreements	81
9.9. No Waiver; Remedies Cumulative	81
9.10. Marshalling; Payments Set Aside	81
9.11. Severability	82
9.12. Obligations Several; Independent Nature of Lenders’ Rights	82
9.13. Headings	82
9.14. APPLICABLE LAW	82
9.15. CONSENT TO JURISDICTION	82
9.16. WAIVER OF JURY TRIAL	83
9.17. Confidentiality	84
9.18. Usury Savings Clause	85
9.19. Effectiveness; Counterparts	85
9.20. PATRIOT Act	85
9.21. Electronic Execution of Assignments	85
9.22. No Fiduciary Duty	85
9.23. Obligation to Make Payment in Dollars; Judgment Currency	86
9.24. Entire Agreement	87

iv

APPENDICES:	A	Commitments
	B	Notice Addresses
SCHEDULES:	4.1	Jurisdictions of Organization and Qualification
	4.2	Equity Interests and Ownership
	6.1(a)	Intercompany Debt
	6.9	Certain Affiliate Transactions
EXHIBITS:	A	Funding Notice
	B	Reserved
	C	Compliance Certificate
	D	Assignment Agreement
	E-1	Initial Funding Date Certificate
	E-2	Solvency Certificate
	F	Account Control Agreement
	G	Account Security Agreement
	H	Cablevisión Pledge Agreement
	I-1	Form of Borrower New York Counsel Legal Opinion
	I-2	Form of Borrower Argentine Counsel Legal Opinion

v

CREDIT AGREEMENT

This CREDIT AGREEMENT, dated as of September       , 2017, is entered into by and among CABLEVISIÓN HOLDING S.A., an Argentine sociedad anónima (“Borrower”), CITIBANK, N.A. (“Citi”), GOLDMAN SACHS BANK USA (“Goldman Sachs”), INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, DUBAI (DIFC) BRANCH (“ICBC”), ITAÚ UNIBANCO S.A., NASSAU BRANCH (“Itaú”, and together with Citi, Goldman Sachs, ICBC and any other lenders party hereto from time to time, collectively, the “Lenders”), CITIGROUP GLOBAL MARKETS INC., GOLDMAN SACHS BANK USA, INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, DUBAI (DIFC) BRANCH, and ITAÚ UNIBANCO S.A., NASSAU BRANCH (each in its capacity as a joint lead arranger and joint bookrunner, collectively, the “Arrangers”), CITIBANK, N.A., as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), CITIBANK, N.A., as Offshore Collateral Agent, and THE BRANCH OF CITIBANK, N.A. ESTABLISHED IN THE REPUBLIC OF ARGENTINA, as Onshore Collateral Agent.

RECITALS:

WHEREAS, capitalized terms used in these Recitals shall have the respective meanings set forth for such terms in Section 1.1 hereof;

WHEREAS, Lenders have agreed to extend loans to Borrower in an aggregate principal amount not to exceed $750,000,000, the proceeds of which will be used to fund (i) the Acquisition, including funding Advance Payments under the Call Option Agreement or paying the price payable to exercise the call option set forth in the Call Option Agreement, and fees and expenses in connection with the Acquisition, (ii) fees and expenses in connection with this Agreement (including, without limitation, the fees set forth in Section 2.7 of this Agreement and any applicable Taxes payable in connection with the Loans), (iii) the IR Account and (iv) such other purposes as set forth in Section 2.3 hereof; and

WHEREAS, Borrower has agreed to secure all of its Obligations by granting to Offshore Collateral Agent, for the benefit of Secured Parties, a First Priority Lien on the IR Account and the Cash Collateral Account and by granting to Onshore Collateral Agent, for the benefit of Secured Parties, a First Priority Lien on certain Equity Interests in Cablevisión owned by Borrower.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1. DEFINITIONS AND INTERPRETATION

1.1. Definitions.  The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:

1

“Account Bank” means Citibank, N.A. (together with its permitted successors in such capacity).

“Account Control Agreement” means the account control agreement to be entered into by and among Borrower, Offshore Collateral Agent and Account Bank on the initial Funding Date in substantially the form of Exhibit F, as amended, amended and restated, supplemented or otherwise modified from time to time.

“Account Security Agreement” means the account security agreement to be entered into by and between Borrower and Offshore Collateral Agent on the initial Funding Date in substantially the form of Exhibit G, as it may be amended, restated, supplemented or otherwise modified from time to time.

“Acquisition” means the acquisition of the Target Shares pursuant to the Call Option Agreement.

“Additional Acquisition” means the acquisition by Borrower, in one or more transactions in accordance with any provision of Article IV of the Cablevisión Shareholders’ Agreement or Article IV or Article VI of the TEO Shareholders’ Agreement, of a number of shares of Cablevisión S.A. or TEO, respectively.

“Administrative Agent” as defined in the preamble hereto.

“ADR” means the American Depositary Receipts of TEO.

“Adverse Proceeding” means any action, suit, proceeding (in each case, whether administrative, judicial or otherwise), governmental investigation or arbitration at law or in equity, or before or by any Governmental Authority (including any Environmental Claims), whether pending or, to the knowledge of Borrower or any of its Subsidiaries, threatened in writing against Borrower or any of its Subsidiaries or any property of Borrower or its Subsidiaries.

“Affected Lender” as defined in Section 2.14(b).

“Affected Loans” as defined in Section 2.14(b).

“Affiliate” means, with reference to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Agent” means each of (i) Administrative Agent, (ii) Collateral Agents, (iii) Arrangers and (iv) any other Person appointed under the Credit Documents to serve in an agent or similar capacity.

2

“Agent Affiliates” as defined in Section 9.1(b)(iii).

“Agent Fee Letter” means the fee letter dated September 19, 2017 between Administrative Agent, Collateral Agents and Borrower, or any replacement letter thereof.

“Aggregate Amounts Due” as defined in Section 2.13.

“Agreement” means this Credit Agreement, as it may be amended, restated, supplemented or otherwise modified from time to time.

“Anti-Corruption Laws” as defined in Section 4.23.

“Applicable Margin” means a percentage, per annum, equal to (i) for the period commencing on the first Funding Date and ending on the date that is six months thereafter, 3.50%, (ii) for the period from but excluding the date that is six months following the first Funding Date to and including the first anniversary of the first Funding Date, 4.00%, and (iii) for the period from but excluding the first anniversary of the first Funding Date to and including the Maturity Date, 4.50%.

“Approved Electronic Communications” means any notice, demand, communication, information, document or other material that Borrower provides to Administrative Agent pursuant to any Credit Document or the transactions contemplated therein which is distributed to Agents or Lenders by means of electronic communications pursuant to Section 9.1(b).

“Argentina” means the Republic of Argentina.

“Argentine Bankruptcy Law” means the Argentine Bankruptcy law No. 24,522, as amended, supplemented or otherwise modified from time to time.

“Argentine Foreign Exchange Market” means the Argentine single and free foreign exchange market (Mercado Único y Libre de Cambios).

“Argentine Foreign Exchange Regulations” means any foreign exchange Law issued by the Argentine Congress, the Executive Branch of the Argentine Government, the Argentine Ministry of Economy, the Central Bank and/or any other Argentine Governmental Authority applicable to the Credit Documents, including but not limited to Communications “A” 3602 and 6244 issued by the Central Bank, as such Argentine Foreign Exchange Regulations may be amended, supplemented or otherwise modified (including through interpretative letters issued by any Argentine Governmental Authority) from time to time.

“Argentine Income Tax Law” means the Argentine law No. 20,628, as amended, supplemented or otherwise modified from time to time.

“Argentine Value Added Tax Law” means the Argentine law No. 23,349, as amended, supplemented or otherwise modified from time to time.

“Arrangers” as defined in the preamble hereto.

3

“Asset Sale” means a sale, lease or sub-lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, exclusive license (as licensor or sublicensor), transfer or other disposition to, or any exchange of property with, any Person (other than Borrower or its Subsidiaries), in one transaction or a series of transactions, of all or any part of Borrower’s or any of its Subsidiaries’ business, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, including any Equity Interests owned by Borrower or any of its Subsidiaries (including the Target Shares following the consummation of the Acquisition); provided that “Asset Sale” shall not include any asset sale permitted under Section 6.6(a) through Section 6.6(h).

“Assignment Agreement” means an Assignment and Assumption Agreement substantially in the form of Exhibit D, with such amendments or modifications as may be approved by Administrative Agent.

“Assignment Effective Date” as defined in Section 9.6(b).

“Authorized Officer” means, as applied to any Person, any individual holding the position of chairman of the board (if an officer), chief executive officer, president, vice president (or the equivalent thereof), chief financial officer or treasurer of such Person; provided that the secretary or assistant secretary of such Person shall have delivered an incumbency certificate to Administrative Agent as to the authority and a sample signature of such Authorized Officer.

“Availability Period” means the period from and including the date of this Agreement to and including the date which is 90 days after the date thereof.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Basel Bank” means a Foreign Bank organized under the laws of a country, the central bank or similar governmental authority of which has adopted the International Supervision Banking Standards established by the Basel Committee on Banking Regulations and Supervisory Practices.

“Board of Governors” means the Board of Governors of the United States Federal Reserve System, or any successor thereto.

“Borrower” as defined in the preamble hereto.

“Business Day” means (i) any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York, Dubai or the City of Buenos Aires, Argentina or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close and (ii) with respect to all notices, determinations, fundings and payments in connection with the Loans, any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in Dollar deposits in the London interbank market.

4

“Cablevisión” means (i) at all times prior to the date on which the Merger becomes effective, Cablevisión S.A., and (ii) on and from the date on which the Merger becomes effective, TEO.

“Cablevisión S.A.” means Cablevisión S.A., an Argentine sociedad anónima.

“Cablevisión Senior Notes” means the 6.500% Senior Notes of Cablevisión due 2021 issued under the Indenture.

“Cablevisión Pledge Agreement” means the offer of Argentine law Pledge Agreement to be accepted by Borrower substantially in the form of Exhibit H, as it may be amended, restated, supplemented or otherwise modified from time to time.

“Cablevisión Shareholders’ Agreement” means that Amended and Restated Shareholders’ Agreement dated as of May 4, 2017 by and among VLG, Borrower, FIA, Fintech Advisory and Cablevisión S.A.

“Call Option Agreement” means that certain Offer of Call Option Agreement, from Fintech Advisory, FT and FIA to Borrower, dated July 7, 2017 and accepted by Borrower on July 7, 2017.

“Capital Lease” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with IFRS, is or should be accounted for as a capital lease on the balance sheet of that Person.

“Capital Stock” means, with respect to any Person, any and all shares of stock of a corporation, partnership interests or other equivalent interests (however designated, whether voting or non-voting) in such Person’s equity, entitling the holder to receive a share of the profits and losses, and a distribution of assets, after liabilities, of such Person.

“Cash” means money, currency or a credit balance in any demand or Deposit Account.

“Cash Collateral Account” means the cash collateral account maintained by Borrower with Account Bank in New York City and subject to the Account Control Agreement, or any other account that replaces such account with the approval of Offshore Collateral Agent (acting at the instruction of the Requisite Lenders).

“Cash Equivalents” means, as at any date of determination, any of the following: (i) any evidence of Debt issued by, or unconditionally guaranteed by, the United States or the Argentine governments or issued by any agency or instrumentality thereof and backed by the full faith and credit of the United States or Argentina, as applicable, or such Debt constitutes a general obligation of such country, (ii) deposits, certificates of deposit or acceptances with a maturity of 180 days or less of, or Debt with a maturity of 365 days or less from the date of the acquisition of, (x) any financial institution that is a member of the Federal Reserve System of the United States and has combined capital and surplus and undivided profits (or any similar capital concept) of not less than $500,000,000 or (y) any financial institution organized under the laws of a country where Borrower or any of its Subsidiaries conducts operations that is licensed to act

5

as such by the central bank or other similar authority in such jurisdiction and has combined capital and surplus and undivided profits (or any similar capital concept) of, with respect to any such financial institution in Argentina, not less than $25,000,000 or, with respect to any financial institution in the Oriental Republic of Uruguay or any other applicable jurisdiction, not less than $10,000,000; provided that the aggregate amount of any such deposits, certificates of deposit or acceptances or any such Debt secured by a letter of credit of any such financial institution with combined capital and surplus and undivided profits (or any similar capital concept) of less than $100,000,000 shall not exceed thirty percent (30%) of the aggregate amount of Cash Equivalents at any time; provided, further, that such bank is not under intervention, receivership or any similar arrangement at the time of such deposit or the acquisition of such certificate of deposit or acceptance, (iii) Debt with a maturity within 180 days or less of their date of acquisition issued by a corporation (other than an Affiliate of Borrower) organized under the laws of Argentina or any part thereof or the United States or any state thereof or the District of Columbia and rated at least “A-1” by S&P or “P-1” by Moody’s, (iv) repurchase agreements and reverse repurchase agreements relating to marketable direct obligations issued or unconditionally guaranteed by the government of Argentina or the United States government (in the case of any Argentine or United States government obligations, respectively), in each case maturing within one year from the date of acquisition and (v) investments in money market funds all of the assets of which consist of securities of the type described in the foregoing clauses (i) through (iv).

“Central Bank” means the Central Bank of Argentina.

“Change of Control” means (i) any or all of the Permitted Holders shall cease to beneficially own at least 50.1% on a fully diluted basis of the voting interests in the Equity Interests of Borrower or (ii) Borrower shall cease to beneficially own Equity Interests representing, on a fully diluted basis, less than 50.1% of the total voting power of the Equity Interests of Cablevisión S.A., other than as a result of the Merger, in which case, (A) such Equity Interests of Cablevisión S.A. shall have been replaced with Equity Interests representing, on a fully diluted basis, at least 30% of the total voting power of the Equity Interests of TEO; (B) Borrower shall not agree to any amendment or other modification to Article II of the TEO Shareholders’ Agreement that would be disadvantageous in any material respect to Borrower; and (C) no Person (other than any parties to the TEO Shareholders’ Agreement) shall beneficially own Equity Interests representing, on a fully diluted basis, more than 50% of the total voting power of the Equity Interests of TEO.

“Check” as defined in Section 2.4(c).

“Check Account” as defined in Section 2.4(c).

“Citi” as defined in the preamble hereto.

“CNV” means the Comisión Nacional de Valores of Argentina.

“Code” means the Internal Revenue Code of 1986.

“Collateral” means, collectively, all of the property (including Equity Interests) in which Liens are purported to be granted pursuant to the Collateral Documents as security for the Obligations.

6

“Collateral Agents” means Offshore Collateral Agent and Onshore Collateral Agent.

“Collateral Documents” means the Account Security Agreement, the Cablevisión Pledge Agreement, the Account Control Agreement and all other instruments, documents and agreements delivered by or on behalf of Borrower pursuant to this Agreement or any of the other Credit Documents in order to grant to, or perfect in favor of, Collateral Agent, for the benefit of Secured Parties, a Lien on any real, personal or mixed property of Borrower as security for the Obligations.

“Collateralization Ratio” means the ratio as of the last day of any calculation period (or, in the case of the initial Funding Date, as of the initial Funding Date) of (i) the sum of (a) the Total Cablevisión Security as of such day and (b) the value of any Cash or Cash Equivalents then on deposit in or credited to the Cash Collateral Account, to (ii) the outstanding principal amount of the Loans as of such date; provided that with respect to the initial Funding Date, clause (i)(b) shall be disregarded.

“Commitment” means the commitment of a Lender to make or otherwise fund a Loan and “Commitments” means such commitments of all Lenders in the aggregate.  The amount of each Lender’s Commitment is set forth on Appendix A or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof.  The aggregate amount of the Commitments as of the date of this Agreement is $750,000,000.

“Compliance Certificate” means a Compliance Certificate substantially in the form of Exhibit C.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Contractual Obligation” means, as applied to any Person, any provision of any Security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

“Credit Document” means any of this Agreement, the Check, the Agent Fee Letter, the Collateral Documents, and all other documents, certificates, instruments or agreements executed and delivered by or on behalf of Borrower for the benefit of any Agent or any Lender under any of foregoing documents on or after the date hereof.

“CV Shareholder Letter” means that certain letter delivered by Borrower to certain of the other parties to the Cablevision Shareholders’ Agreement with respect to certain matters thereunder, in form and in substance reasonably acceptable to Lenders.

“CVH Leverage Ratio” means, as of the last date of any Fiscal Quarter, the ratio of: (x) the aggregate amount of consolidated Debt of Borrower and its Subsidiaries as of such date to (y) the aggregate amount of EBITDA of Borrower and its Subsidiaries for the four Fiscal

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Quarters ended on such date (the “reference period”); provided that, prior to June 30, 2018, such EBIDTA for any Fiscal Quarter ended prior to June 30, 2017 shall refer to the EBITDA of Cablevisión S.A. and its Subsidiaries only. In making the foregoing calculation: during the reference period, pro forma effect will be given to: (A) the acquisition or disposition of companies, divisions or lines of businesses by Borrower and its Subsidiaries (or Cablevisión S.A. and its Subsidiaries, as applicable), including any acquisition or disposition of a company, division or line of business since the beginning of the reference period by a Person that became a Subsidiary after the beginning of the reference period, and (B) the discontinuation of any discontinued operations, in each case that have occurred since the beginning of the reference period as if such events had occurred, and, in the case of any disposition, the proceeds thereof applied, on the first day of the reference period. To the extent that pro forma effect is to be given to an acquisition or disposition of a company, division or line of business, the pro forma calculation will be based upon the most recent four full Fiscal Quarters for which the relevant financial information is available.

“Debt” means, with respect to any Person, without duplication: (i) all indebtedness of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments, excluding obligations in respect of trade letters of credit or bankers’ acceptances issued in respect of trade payables to the extent not drawn upon or presented, or, if drawn upon or presented, the resulting obligation of the Person is paid within ten (10) Business Days, (iv) all obligations of such Person to pay the deferred and unpaid purchase price of property or services which are recorded as liabilities under IFRS, excluding trade payables arising in the ordinary course of business, (v) all obligations of such Person as lessee under Capital Leases, (vi) all Debt of other Persons guaranteed by such Person to the extent so guaranteed, (vii) all Debt of other Persons secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person, (viii) all obligations of such Person under Hedging Agreements; and (ix) all Disqualified Stock (the amount of Debt therefrom deemed to equal any involuntary liquidation preference plus accrued and unpaid dividends). The amount of Debt of any Person will be deemed to be: (A) with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation, (B) with respect to Debt secured by a Lien on an asset of such Person but not otherwise the obligation, contingent or otherwise, of such Person, the lesser of (x) the fair market value of such asset on the date the Lien attached and (y) the amount of such Debt, (C) with respect to any Debt issued with original issue discount, the face amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt, (D) with respect to any Hedging Agreement, the net amount payable if such Hedging Agreement terminated at that time due to default by such Person, and (E) otherwise, the outstanding principal amount thereof.

“Debtor Relief Laws” means the Bankruptcy Code, the Argentine Bankruptcy Law and all other liquidation, conservatorship, bankruptcy, concurso, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, restructuring, winding-up or composition or readjustment of debts or similar debtor relief Laws of the United States, Argentina or any other applicable jurisdictions from time to time in effect.

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“Default” means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

“Defaulting Lender” means, subject to Section 2.18(b), any Lender (a) that has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies Administrative Agent and Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (which conditions precedent, together with the applicable default, if any, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) that has notified Borrower or Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lenders’ obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with the applicable default, if any, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) that has failed, within three Business Days after written request by Administrative Agent or Borrower, to confirm in writing to Administrative Agent and Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by Administrative Agent and Borrower), or (d) in respect of which Administrative Agent has received written notification that such Lender or its direct or indirect parent company (i) is insolvent, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors or (ii) is the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such Lender or its direct or indirect parent company, or such Lender or its direct or indirect parent company has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

“Deposit Account” means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit.

“Disqualified Equity Interests” means Equity Interests that by their terms or upon the happening of any event are: (i) required to be redeemed or redeemable at the option of the holder prior to the Stated Maturity of the Cablevisión Senior Notes for consideration other than Qualified Equity Interests, or (ii) convertible at the option of the holder into Disqualified Equity Interests or exchangeable for Debt.

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“Disqualified Stock” means Capital Stock constituting Disqualified Equity Interests.

“Dollars” and the sign “$” mean the lawful currency of the United States of America.

“EBITDA” means, for any period, the sum of (i) total revenues, less (ii) the sum of: (A) cost of sales; (B) selling expenses; and (C) administrative expenses, plus (iii) depreciation and amortization, in each case as determined, for the relevant period, on a consolidated basis for Borrower and its Subsidiaries, Cablevisión S.A. or Cablevisión and its Subsidiaries, as applicable, in conformity with IFRS.

“Eligible Assignee” means any Person other than a natural person that is (i) a Lender or an Affiliate of any Lender or a Related Fund (any two or more Related Funds being treated as a single Eligible Assignee for all purposes hereof), (ii) a commercial bank, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act) and which extends credit or buys loans in the ordinary course of business, or (iii) an Affiliate of Borrower; provided that none of (a) any Defaulting Lender or (b) Borrower shall be an Eligible Assignee.

“Engagement Letter” means the Engagement Letter documented through an Offer Letter, dated on or around the date hereof, from Citi, Goldman Sachs, ICBC and Itaú to Borrower.

“Environmental Claim” means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (ii) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity; or (iii) in connection with any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

“Environmental Laws” means, with respect to any Person, any and all current or future foreign or domestic, federal or state (or any subdivision of either of them), statutes, ordinances, orders, rules, regulations, judgments, Governmental Authorizations, or any other requirements of Governmental Authorities relating to (i) environmental matters, including those relating to any Hazardous Materials Activity; (ii) the generation, use, storage, transportation or disposal of Hazardous Materials; or (iii) occupational safety and health, industrial hygiene, land use or the protection of human, plant or animal health or welfare, in each case applicable to such Person or any its Facilities.

“Equity Interests” means all Capital Stock and all warrants or options with respect to, or other rights to purchase, Capital Stock, but excluding Debt convertible into equity.

“Event of Default” means each of the conditions or events set forth in Section 7.1.

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“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

“Exchange Business Day” means any day on which any stock exchange on which the GDRs or shares of Borrower (as applicable) are listed (including, without limitation, the Buenos Aires Stock Exchange or the London Stock Exchange) is scheduled to be open for trading for its regular trading sessions (notwithstanding such stock exchanges’ closing prior to its scheduled weekday closing times, and without regard to after hours or any other trading outside of the regular trading session hours).

“Exchange Rate” means, for any day, the exchange rate for Pesos to Dollars published under the Central Bank’s Communication “A” 3500 for such day or, if on such day such rates are not quoted, at the last day on which such rates were offered preceding such day.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to an Agent or Lender or required to be withheld or deducted from a payment to an Agent or Lender: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Agent or Lender being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof), or (ii) that are Other Connection Taxes, (b) Taxes attributable to such Agent or Lender’s failure to comply with Section 2.16(f), (c) any withholding Taxes imposed under FATCA ,or (d) in the case of a Lender, any withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which (x) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by Borrower under Section 2.19) or (y) such Lender changes its lending office, except, in the case of either (x) or (y), to the extent such withholding Taxes would apply to such Lender if it were a Basel Bank and otherwise meets the requirements of Section 93 paragraph (c) of the Argentine Income Tax Law.

“Facility” means, with respect to any Person, any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned, leased, operated or used by such Person.

“FATCA” means:

(a)Sections 1471 to 1474 of the Code or any associated regulations;

(b)any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the United States and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

(c)any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the U.S. Internal Revenue Service, the government of the United States or any governmental or taxation authority in any other jurisdiction.

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“First Priority” means, with respect to any Lien purported to be created on any Collateral pursuant to any Collateral Document, that such Lien is the only Lien to which such Collateral is subject, other than any Permitted Lien.

“Fiscal Quarter” means a fiscal quarter of any Fiscal Year.

“Fiscal Year” means the fiscal year of Borrower and its Subsidiaries ending on December 31st of each calendar year.

“FIA” means Fintech Media, LLC, a Delaware limited liability company.

“Fintech Advisory” means Fintech Advisory Inc., a Delaware corporation.

“Foreign Bank” means a Lender that makes and maintains its Loan through a lending office located outside Argentina.

“FT” means Fintech Telecom, LLC, a Delaware limited liability company.

“Funding Date” means a date on which Loans are made hereunder.

“Funding Notice” means a notice substantially in the form of Exhibit A.

“GDRs” means the Global Depository Receipts of Borrower.

“Goldman Sachs” as defined in the preamble hereto.

“Governmental Authority” means any federal, state, provincial, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity, officer or examiner exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with any state in the United States, the United States, Argentina or a foreign entity or government.

“Governmental Authorization” means any permit, license, authorization, plan, directive, consent order or consent decree of or from any Governmental Authority.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise of such Person:

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

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ii.entered into for the purposes of assuring in any other manner the obligee of such Debt of the payment thereof or to protect such obligee against loss in respect thereof, in whole or in part,

provided that the term “Guarantee” does not include endorsements for collection or deposit in the ordinary course of business.

“Hazardous Materials” means any chemical, material or substance, exposure to which is prohibited or limited by any Governmental Authority or which may or could pose a hazard to the health and safety of the owners, occupants or any Persons in the vicinity of any Facility or to the indoor or outdoor environment.

“Hazardous Materials Activity” means any past, current, proposed or threatened activity, event or occurrence involving any Hazardous Materials, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective action or response action with respect to any of the foregoing.

“Hedging Agreement” means (i) any interest rate swap agreement, interest rate cap agreement or other agreement designed to protect against fluctuations in interest rates, or (ii) any foreign exchange forward contract, currency swap agreement or other agreement designed to protect against fluctuations in foreign exchange rates.

“Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws now allow.

“Historical Financial Statements” means, as of the date hereof, (i) the audited financial statements of Cablevisión and its Subsidiaries for the immediately preceding three Fiscal Years, consisting of balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows for such Fiscal Years, (ii) the unaudited financial statements of Cablevisión and its Subsidiaries as of the most recent Fiscal Quarter ended after the date of the most recent audited financial statements and at least 45 days prior to the date hereof, consisting of a balance sheet and the related consolidated statements of income, stockholders’ equity and cash flows for the three-, six - or nine-month period, as applicable, ending on such date, and (iii) the opening balance sheet of Borrower dated as of May 1, 2017 and, in the case of clauses (i) and (ii), certified by an authorized signatory of Borrower that they fairly present, in all material respects, the financial condition of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.

“ICBC” as defined in the preamble hereto.

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“IFRS” means, subject to the provisions of Section 1.2, the International Financial Reporting Standards, as issued by the International Accounting Standards Board, as in effect from time to time.

“Increased-Cost Lender” as defined in Section 2.19.

“Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable and documented fees and disbursements of counsel for Indemnitees in connection with any investigative, administrative or judicial proceeding or hearing commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect, special or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any Indemnitee, in any manner relating to or arising out of (i) this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby (including the Lenders’ agreement to make Loans, the syndication of the credit facility provided for herein or the use or intended use of the proceeds thereof), any amendments, waivers or consents with respect to any provision of this Agreement or any of the other Credit Documents, or any enforcement of any of the Credit Documents (including any sale of, collection from, or other realization upon any of the Collateral, or (ii)  any Environmental Claims or any Hazardous Materials Activity relating to or existing from directly or indirectly, any past or present activity, operation, land ownership, or practice of Borrower or any of its Subsidiaries that, in the case of this clause (ii), has had or is reasonably likely to have a Material Adverse Effect.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of Borrower under any Credit Document by any Governmental Authority of Argentina or any other jurisdiction from which Borrower elects to make payments or by any political subdivisions or taxing authorities thereof or therein, and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitee” as defined in Section 9.3(a).

“Indenture” means the Indenture, dated as of June 15, 2016, among Cablevisión, as issuer, Deutsche Bank Trust Company Americas, Deutsche Bank S.A. and Deutsche Bank Luxembourg S.A., in relation to Cablevisión’s 6.500% Senior Notes due 2021, as it may be amended, restated, supplemented or otherwise modified from time to time.

“Initial Funding Date Certificate” means an Initial Funding Date Certificate in the form of Exhibit E-1.

“Intercompany Debt” as defined in Section 6.1(a).

“Interest Payment Date” means the last day of each Interest Period applicable to such Loan and the Maturity Date.

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“Interest Period” means, in connection with each Loan, an interest period (i) initially, commencing on the Funding Date for such Loan and ending on the last day of the Availability Period, and (ii) thereafter, of three months commencing on the day on which the immediately preceding Interest Period expires; provided that (a) if an Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless no further Business Day occurs in such month, in which case such Interest Period shall expire on the immediately preceding Business Day; (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clause (c) of this definition, end on the last Business Day of a calendar month; and (c) no Interest Period shall extend beyond the Maturity Date.

“Interest Rate Determination Date” means, with respect to any Interest Period, the day that is two Business Days prior to the first day of such Interest Period.

“Investment” means (i) any direct or indirect advance, loan or other extension of credit to another Person, (ii) any capital contribution to another Person, by means of any transfer of cash or other property or in any other form, (iii) any purchase or acquisition of Equity Interests, bonds, notes or other Debt, or other similar instruments or securities issued by another Person, including the receipt of any of the above as consideration for the disposition of assets or rendering of services, or (iv) any Guarantee of any obligation of another Person. If Borrower sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary so that, after giving effect to that sale or disposition, such Person is no longer a Subsidiary of Borrower, all remaining Investments of Borrower in such Person shall be deemed to have been made at such time.

“IR Account” means the interest reserve account maintained by Borrower with Account Bank in New York City and subject to the Account Control Agreement, or any other account that replaces such account with the approval of Offshore Collateral Agent (acting at the instruction of the Requisite Lenders).

“Itaú” as defined in the preamble hereto.

“Joint Venture” means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form; provided that in no event shall any corporate Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.

“Law” means any applicable international, foreign, federal, state or local statute, treaty, guideline, regulation, ordinance, code or administrative or judicial precedent or authority, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof and any applicable administrative order, directed duty, request, license, authorization or permit of, or agreement with, any Governmental Authority.

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“Lender” means each financial institution listed on the signature pages hereto as a Lender, and any other Person that becomes a party hereto pursuant to an Assignment Agreement.

“Leverage Ratio” means, as of the last date of any Fiscal Quarter, the ratio of: (x) the aggregate amount of consolidated Debt of Cablevisión and its Subsidiaries as of such date to (y) the aggregate amount of EBITDA of Cablevisión and its Subsidiaries for the four Fiscal Quarters ended on such date (the “reference period”). In making the foregoing calculation: during the reference period, pro forma effect will be given to: (A) the acquisition or disposition of companies, divisions or lines of businesses by Cablevisión and its Subsidiaries, including any acquisition or disposition of a company, division or line of business since the beginning of the reference period by a Person that became a Subsidiary after the beginning of the reference period and (B) the discontinuation of any discontinued operations, in each case that have occurred since the beginning of the reference period as if such events had occurred, and, in the case of any disposition, the proceeds thereof applied, on the first day of the reference period. To the extent that pro forma effect is to be given to an acquisition or disposition of a company, division or line of business, the pro forma calculation will be based upon the most recent four full Fiscal Quarters for which the relevant financial information is available.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or Capital Lease).

“LIBOR” means, for any Interest Rate Determination Date with respect to an Interest Period, the rate per annum determined by Administrative Agent at approximately at 11:00 a.m. (London, England time) on such Interest Rate Determination Date to be the London interbank offered rate administered by the ICE Benchmark Administration (or any other person which takes over the administration of that rate) for deposits (for delivery on the first day of such period) with a term of three months in Dollars displayed on the ICE LIBOR USD page of the Reuters Screen (or any replacement Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Reuters, or (b) in the event the rate referenced in the preceding clause (a) is not available, the rate per annum equal to the offered quotation rate to first class banks in the London interbank market by Administrative Agent for deposits (for delivery on the first day of the relevant Interest Period) in Dollars of amounts in same day funds comparable to the principal amount of the applicable Loan of Administrative Agent, in its capacity as a Lender, for which LIBOR is then being determined with a maturity comparable to such Interest Period as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date; provided, however, that notwithstanding the foregoing, LIBOR shall at no time be less than 0% per annum; provided, further, that with respect to any Interest Period that does not coincide to a length or period published ICE Benchmark Administration (or any other person which takes over the administration of that rate), “LIBOR” shall be determined through the use of straight-line interpolation by reference to two such rates, one of which shall be determined as if the length of the period of such deposits were the period of time for which the rate for such deposits are available is the period next shorter than the length of such Interest Period and the other of which shall be determined as if the period of time for which the rate for such deposits are available is the next longer period.

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“Loan” means a Loan made by a Lender to Borrower pursuant to Section 2.1(a).

“Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Loans of such Lender plus such Lender’s unused Commitment.

“Margin Stock” as defined in Regulation U.

“Market Price Per Share” means, for each Exchange Business Day: (A) prior to the Merger, a price equal to the lowest of: (i) the official closing sale price per GDR published by any stock exchange on which the GDRs are listed on such Exchange Business Day, (ii) the average of the last quoted bid and ask prices for the GDRs in the over-the-counter market on the relevant date as reported by the National Quotation Bureau or similar organization, and (iii) the official closing sale price per Class B share of Borrower published by the Buenos Aires Stock Exchange on such Exchange Business Day divided by the Exchange Rate published on such Exchange Business Day; and (B) upon and following the Merger, a price equal to the lowest of: (i) the official closing sale price per ADR published by any stock exchange on which the ADRs are listed on such Exchange Business Day divided by five, (ii) the average of the last quoted bid and ask prices for the ADRs in the over-the-counter market on the relevant date as reported by the National Quotation Bureau or similar organization divided by five, and (iii) the official closing sale price per share of TEO published by the Buenos Aires Stock Exchange on such Exchange Business Day divided by the Exchange Rate published on such Exchange Business Day.

“Material Adverse Effect” means a material adverse effect on (i) the business, operations, properties, assets, condition (financial or otherwise) or prospects of Borrower and its Subsidiaries taken as a whole; (ii) the ability of Borrower to perform its Obligations; (iii) the legality, validity, binding effect or enforceability against Borrower of a Credit Document to which it is a party; or (iv) the rights, remedies and benefits available to, or conferred upon, any Agent, any Lender or any Secured Party under any Credit Document.

“Maturity Date” means the earlier of (a) the date falling 18 months after the date hereof, and (b) the date on which all Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.

“Merger” means the consummation of the merger of TEO and Cablevisión S.A. in accordance in all material respects with the terms of the Merger Agreement, as a result of which Cablevisión S.A. will be merged into TEO, following which TEO will be the surviving entity and Cablevisión S.A. will be dissolved without liquidation and all of its assets and liabilities transferred to TEO, as applicable, in accordance with Argentine corporate law and the terms of the Merger Agreement.

“Merger Agreement” means that certain preliminary merger agreement (Compromiso Previo de Fusión) dated June 30, 2017 between Cablevisión S.A. and TEO, as it may be amended, modified or waived from time to time.

“Merger Collateral Release Date” means the first Business Day on which (i) the Merger has occurred and (ii) Borrower has replaced the Equity Interests in Cablevisión that

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formed part of the Collateral prior to the Merger with an equivalent amount (by value) of Equity Interests in TEO, in accordance with the requirements of the Cablevisión Pledge Agreement.

“Milestones” means the Milestones as defined in the Engagement Letter, as such term may be amended, modified or waived from time to time.

“Moody’s” means Moody’s Investors Service, Inc.

“Net Asset Sale Proceeds” means, with respect to any Asset Sale, an amount equal to: (i) Cash payments (including any Cash received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) received by Borrower from such Asset Sale, minus (ii) any bona fide direct costs incurred in connection with such Asset Sale, including (a) brokerage commissions and other fees and expenses related to such Asset Sale, including fees and expenses of counsel, accountants and investment bankers, (b) provisions for taxes as a result of such Asset Sale (without regard to the consolidated results of operations of Borrower and its Subsidiaries), including income or gains taxes payable by the seller as a result of any gain recognized in connection with such Asset Sale, (c) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any Debt (other than the Loans) that is secured by a Lien on the stock or assets in question and that is required to be repaid under the terms thereof as a result of such Asset Sale and (d) any amounts required to be reserved or withheld as a reserve against liabilities associated with such Asset Sale, including pension and other post-employment benefit liabilities, liabilities related to environmental matters and indemnification obligations (fixed or contingent)  in connection with such Asset Sale; provided that upon release of any such reserve for indemnity obligations, the amount released shall be considered Net Asset Sale Proceeds.

“Net Equity Proceeds” means an amount equal to any Cash proceeds from a capital contribution to, or the issuance of any Equity Interests of, Borrower, net of (a) underwriting discounts and commissions, (b) provisions for taxes as a result of disposition of such Equity Interests, and (c) other reasonable costs and expenses associated therewith, including reasonable legal and accountants’ fees and expenses.

“Non-Consenting Lender” as defined in Section 2.19.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Obligations” means all obligations of every nature of Borrower, including obligations from time to time owed to Agents (including former Agents), Lenders or any of them, under any Credit Document, whether for principal, interest, fees, expenses, indemnification or otherwise.

“Offshore Collateral Agent” means Citibank, N.A. (together with its permitted successors in such capacity).

“Onshore Collateral Agent” means the branch of Citibank, N.A. established in the Republic of Argentina (together with its permitted successors in such capacity).

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“Organizational Documents” means (i) with respect to any corporation or company, its certificate, memorandum or articles of incorporation, organization or association, as amended, and its by-laws, as amended, (ii) with respect to any limited partnership, its certificate or declaration of limited partnership, as amended, and its partnership agreement, as amended, (iii) with respect to any general partnership, its partnership agreement, as amended, and (iv) with respect to any limited liability company, its articles of organization, as amended, and its operating agreement, as amended.  In the event any term or condition of this Agreement or any other Credit Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to any such Organizational Document shall only be to a document of a type customarily certified by such governmental official.

“Other Connection Taxes” means, with respect to an Agent or Lender, Taxes imposed as a result of a present or former connection between such Agent or Lender and the jurisdiction imposing such Tax (other than connections arising from such Agent or Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Credit Document, or sold or assigned an interest in any Loan or Credit Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Credit Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made at the request of Borrower pursuant to Section 2.19).

“Participant Register” as defined in Section 9.6(g)(i).

“PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001).

“Permitted Debt” means the Debt permitted pursuant to Section 6.1.

“Permitted Holder” means (a) GC Dominio S.A. and any of its successors and affiliates, any limited partnership of which any of them or their successors or affiliates is the general partner and any investment fund controlled or managed by any of them or their successors or Affiliates, and (b) any of (i) Hector Horacio Magnetto, José Antonio Aranda, Lucio Rafael Pagliaro, (ii) the legitimate heirs by reason of death of each of Ernestina Laura Herrera de Noble, Hector Horacio Magnetto, José Antonio Aranda, Lucio Rafael Pagliaro, (iii) any Privileged Relatives of any of the individuals set forth in sub-clauses (b)(i) and (b)(ii) of this definition, (iv) any trust the beneficiaries of which are any of the individuals set forth in sub-clauses (b)(i) and (b)(ii) of this definition and/or any Privileged Relatives of any of such noted individuals, and (v) any Person (other than an individual) directly or indirectly majority owned or controlled by one or more individuals set forth in sub-clauses (b)(i) and (b)(ii) of this definition and/or any Privileged Relatives of any Permitted Holder or any one or more trustees of any trust set forth in clause (b)(iv) of this definition acting in such capacity.

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“Permitted Investments” means each of the Investments permitted pursuant to Section 6.5.

“Permitted Liens” means each of the Liens permitted pursuant to Section 6.2.

“Person” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Authorities.

“Pesos” means the lawful currency of Argentina.

“Platform” as defined in Section 5.2.

“Preferred Stock” means, with respect to any Person, any and all Capital Stock which is preferred as to the payment of dividends or distributions, upon liquidation or otherwise, over another class of Capital Stock of such Person.

“Principal Office” means, for Administrative Agent, its “Principal Office” as set forth on Appendix B, or such other office or office of a third party or sub-agent, as appropriate, as it may from time to time designate in writing to Borrower and each Lender.

“Private Lenders” means Lenders that wish to receive Private-Side Information.

“Private-Side Information” means any information with respect to Borrower and its Subsidiaries that is not Public-Side Information.

“Privileged Relative” means, in relation to an individual, his or her spouse and any relative of such individual with a common ancestor up to the fourth degree (including adopted children who have been adopted during their minority and step-children who have acquired that relationship with such individual or with any such relative during their minority) and any spouse of any such relative.

“Pro Rata Share” means with respect to all payments, computations and other matters relating to the Loan of any Lender, the percentage obtained by dividing (a) the Loan Exposure of that Lender by (b) the aggregate Loan Exposure of all Lenders.

“Public Lenders” means Lenders that do not wish to receive Private-Side Information.

“Public-Side Information” means information that is either (x) of a type that would be made publicly available if Borrower or any of its Subsidiaries were issuing securities pursuant to a public offering or (y) not material (for purposes of United States federal, state or other applicable securities laws) to make an investment decision with respect to securities of Borrower or any of its Subsidiaries.

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“Qualified Equity Interests” means all Equity Interests of a Person other than Disqualified Equity Interests.

“Register” as defined in Section 2.4(b).

“Regulation D” means Regulation D of the Board of Governors, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“Regulation T” means Regulation T of the Board of Governors, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“Regulation U” means Regulation U of the Board of Governors, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“Regulation X” means Regulation X of the Board of Governors, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“Related Agreements” means, collectively, the Call Option Agreement, the Merger Agreement and any other material documents related to either the Acquisition or the Merger (excluding, for the avoidance of doubt, the TEO Shareholders’ Agreement and the Cablevisión Shareholders’ Agreement).

“Related Fund” means, with respect to any Lender that is an investment fund, any other investment fund that invests in commercial loans and that is managed by such Lender or by an Affiliate of such Lender.

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Material), including the movement of any Hazardous Material through the air, soil, surface water or groundwater.

“Replacement Lender” as defined in Section 2.19.

“Required IR Account Balance” means, on any date of determination, an amount of Cash at least equal to the total amount of interest payable on the Loans during the following six-month period.  For purposes of calculating the Required IR Account Balance, (i) it shall be assumed that the outstanding principal amount of the Loans on each day during such six-month period will be the same as the amount outstanding on such date of determination after giving effect to the funding of any Loans on such date and (ii) any change in the interest rate applicable to the Loans due to a change in LIBOR or the Applicable Margin shall be given immediate effect on the date of such change.

“Requisite Lenders” means one or more Lenders having or holding Loan Exposure and representing more than 50% of the aggregate Loan Exposures; provided that, for purposes of the definition of Requisite Lenders, any Lender that is an Affiliate of Borrower shall

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not be considered a Lender and such Lender’s Loan Exposure shall not be considered part of the aggregate Loan Exposures.

“Restricted Junior Payment” means (i) any dividend or other distribution, direct or indirect, on account of any shares of any class of stock of Borrower now or hereafter outstanding; (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of stock of Borrower now or hereafter outstanding; (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of stock of Borrower now or hereafter outstanding; and (iv) management or similar fees payable to any direct or indirect parent of Borrower.

“S&P” means Standard & Poor’s, a Division of The McGraw-Hill Companies, Inc.

“Sanctions” as defined in Section 4.23.

“Sanctions Laws” as defined in Section 4.23.

“Secured Parties” means Agents and Lenders.

“Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.

“Significant Subsidiary” means each Subsidiary that is a “significant subsidiary” as such term is defined in Regulation S-X of the U.S. Securities and Exchange Commission.

“Share Market Value” means (A) on any calculation date prior to the Merger: (a) the average weighted Market Price Per Share of Borrower for the period of 30 days ending on the Business Day immediately prior to the calculation date (or, with respect to any calculation date on or prior to the initial Funding Date, for such shorter period as Borrower’s shares have been listed for trading on the Buenos Aires Stock Exchange); multiplied by (b) the aggregate number of shares of Borrower issued and outstanding as of such date; plus (c) the aggregate amount of Debt issued or borrowed by Borrower and outstanding as of such calculation date; divided by (d) 0.60 (or such other fraction representing the aggregate direct and indirect economic interests in Cablevisión held by Borrower as of such date); divided by (e) the aggregate number of shares issued and outstanding in Cablevisión on such date; and (B) on any calculation date upon and following the Merger, the average weighted Market Price Per Share of TEO for the period of 30 days ending on the Business Day immediately prior to the calculation date.

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“Spinco Interests” means 100% of the capital of a newly-formed entity established under the laws of the State of Delaware or a jurisdiction mutually agreed upon by the parties to the Call Option Agreement, the assets of which consist solely of any of (i) shares of Sofora Telecomunicaciones S.A., together with any rights to declared but unpaid dividends of TEO, (ii) class B preferred shares of Nortel Inversora S.A., together with any rights to declared but unpaid dividends of TEO and/or (iii) ordinary shares of TEO, together with any rights to declared but unpaid dividends (whether directly or in the form of American Depositary Shares), which in the aggregate will represent 13.51% of the total outstanding share capital of TEO on a fully diluted basis, together with any rights to declared but unpaid dividends, which as of July 7, 2017 is represented by 130,969,944 shares of common stock of TEO, together with any right to declared but unpaid dividends.

“Solvency Certificate” means a Solvency Certificate substantially in the form of Exhibit E-2.

“Solvent” means, with respect to Borrower, that, as of the date of determination, both (i) (a) the sum of Borrower’s debt (including contingent liabilities) does not exceed the present fair saleable value of Borrower’s present assets; (b) Borrower will not have unreasonably small capital with which to conduct its business operations as heretofore conducted; and (c) Borrower has not incurred and does not intend to incur debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (ii) Borrower is “solvent” within the meaning given to that term and similar terms under laws applicable to Borrower relating to fraudulent transfers and conveyances.

“Subsidiary” means, with respect to any Person, any corporation, association or other business entity of which more than 50% of the outstanding Voting Stock is owned, directly or indirectly, by, or, in the case of a partnership, the sole general partner or the managing partner or the only general partners of which are, such Person and one or more Subsidiaries of such Person (or a combination thereof). Unless otherwise specified, “Subsidiary” means a Subsidiary of Borrower.

“Stated Maturity” means (i) with respect to any Debt, the date specified as the fixed date on which the final installment of principal of such Debt is due and payable or (ii) with respect to any scheduled installment of principal of or interest on any Debt, the date specified as the fixed date on which such installment is due and payable as set forth in the documentation governing such Debt, not including any contingent obligation to repay, redeem or repurchase prior to the regularly scheduled date for payment.

“Target Shares” means a number of membership interests of FT that will represent 13.51% of the total outstanding share capital of TEO on a fully diluted basis, together with any rights to declared but unpaid dividends, in accordance with the Call Option Agreement. The term Target Shares shall also include the VLG Membership Interests or Spinco Interests to be delivered in lieu of Fintech Advisory’s right to deliver the membership interests in FT described in the immediately preceding sentence if Fintech Advisory exercises its right to deliver such VLG Membership Interests or Spinco Interests in accordance with the terms of the Call Option Agreement as in effect as of the date hereof.

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“Tax” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding and value-added tax), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Tender Offer” means a tender offer (Oferta Pública de Adquisición) of the Class B stock of TEO (including any such stock represented by American Depositary Receipts) that may be undertaken in connection with the Merger.

“TEO” means Telecom Argentina S.A., a sociedad anónima organized and existing under the laws of Argentina.

“TEO Shareholders’ Agreement” means that certain Shareholders’ Agreement of TEO dated as of July 7, 2017 among VLG, Borrower, FT, FIA, Fintech Advisory and GC Dominio S.A., a company organized and existing under the laws of Argentina.

“Terminated Lender” as defined in Section 2.19.

“Total Cablevisión Security” means, as of any date of determination, the total number of Equity Interests in Cablevisión pledged under the Cablevisión Pledge Agreement which remain subject to a perfected First Priority security interest in favor of Onshore Collateral Agent, multiplied by the Share Market Value.

“UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect from time to time in any applicable jurisdiction.

“VLG” means VLG Argentina LLC, a limited liability company organized and existing under the laws of the State of Delaware.

“VLG Membership Interests” means 21.55% of the total membership interests of VLG. VLG Membership Interests shall also refer to equity interests of any successors of VLG formed by split-off, including the VLG Split Off (as defined in the TEO Shareholders’ Agreement in effect as of the date hereof).

“Voting Stock” means, with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors, managers or other voting members of the governing body of such Person.

1.2. Accounting Terms.  Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with IFRS.  Financial statements and other information required to be delivered by Borrower to Lenders pursuant to Sections 5.1(a) and 5.1(b) shall be prepared in accordance with IFRS as in effect at the time of such preparation.  If at any time any change in IFRS would affect the computation of any financial ratio or requirement set forth in any Credit Document, and Borrower shall so request, Administrative Agent and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in IFRS (subject to the approval of the Requisite Lenders); provided that, until so amended, such

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ratio or requirement shall continue to be computed in conformity with those accounting principles and policies used to prepare the Historical Financial Statements.

1.3. Interpretation, Etc.  Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference.  References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided.  The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter.  A regulation includes any regulation (including, without limitation, the Argentine Foreign Exchange Regulations), rule, official directive or interpretation (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other Governmental Authority. Any statute or statutory provision or communication issued by the Central Bank or Argentine Foreign Exchange Regulations, or any regulation issued by any other Governmental Authority includes any statute or statutory provision or communication issued by the Central Bank or Argentine Foreign Exchange Regulations, or any regulation issued by any other Governmental Authority, which amends, supplements, modifies, extends, consolidates or replaces it, or which has been amended, supplemented, modified, extended, consolidated or replaced by it, and any orders, regulations, instruments or other subordinate legislation made under it. The terms lease and license shall include sub-lease and sub-license, as applicable.

SECTION 2. LOANS

2.1. Loans.

(a) Loan Commitments.  Subject to the terms and conditions hereof, each Lender hereby severally agrees to lend to Borrower from time to time during the Availability Period an amount denominated in Dollars not exceeding its Pro Rata Share of the aggregate amount of the Commitments; provided that Borrower shall not be permitted to make more than three drawings of the Loans. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed.  Subject to Sections 2.9(a) and 2.10, all amounts owed hereunder with respect to the Loans shall be paid in full no later than the Maturity Date.

(b) Borrowing Mechanics for Loans.

(i) When Borrower desires that Lenders make a disbursement of the Loans, Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than 10:30 a.m. (New York City time) at least two Business Days in advance of the proposed Funding Date (or such shorter period as may be acceptable to Administrative Agent in its sole discretion).  Promptly upon receipt by Administrative

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Agent of such Funding Notice, Administrative Agent shall notify each Lender of the proposed borrowing.

(ii) Each Lender shall make the amount of its share of each disbursement of the Loans available to Administrative Agent not later than 12:00 p.m. (New York City time) on the relevant Funding Date, by wire transfer of same day funds in Dollars, at the principal office designated by Administrative Agent.  Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the disbursement of the Loans available to Borrower on each Funding Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited to the account of Borrower at the Principal Office designated by Administrative Agent or to such other account as may be designated in writing to Administrative Agent by Borrower at least two Business Days prior to a Funding Date.

(iii) Borrower shall take all actions that are necessary to comply with the Argentine Foreign Exchange Regulations so that it can access the Argentine Foreign Exchange Market in order to pay the interest and principal due under this Agreement.

2.2. Pro Rata Shares; Availability of Funds.

(a) Pro Rata Shares.  Each disbursement of the Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall any Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby.

(b) Availability of Funds.  Unless Administrative Agent shall have been notified by any Lender in writing prior to the applicable Funding Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s share of the disbursement of the Loans requested on such Funding Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Funding Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower a corresponding amount on such Funding Date.  If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the rate which reflects Administrative Agent’s costs of funds.  In the event that (i) Administrative Agent declines to make a requested amount available to Borrower until such time as all applicable Lenders have made payment to Administrative Agent, (ii) a Lender fails to fund to Administrative Agent all or any portion of the Loans required to be funded by such Lender hereunder prior to the time specified in this Agreement and (iii) such Lender’s failure results in Administrative Agent failing to

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make a corresponding amount available to Borrower on the Funding Date, at Administrative Agent’s option, such Lender shall not receive interest hereunder with respect to the requested amount of such Lender’s Loans for the period commencing with the time specified in this Agreement for receipt of payment by Borrower through and including the time of Borrower’s receipt of the requested amount.  If such Lender does not pay such corresponding amount within one Business Day upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Funding Date until the date such amount is paid to Administrative Agent, at the rate which reflects Administrative Agent’s cost of funds, as determined by Administrative Agent.  Nothing in this Section 2.2(b) shall be deemed to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder.

2.3. Use of Proceeds.  The proceeds of the Loans shall be applied by Borrower to fund (i) the Acquisition, including funding Advanced Payments under the Call Option Agreement or paying the price payable to exercise the call option set forth in the Call Option Agreement and paying fees and expenses in connection with the Acquisition, (ii) the payment of fees and expenses in connection with this Agreement (including, without limitation, the fees set forth in Section 2.7 of this Agreement and any applicable Taxes payable in connection with the Loans), (iii) the IR Account, (iv) the payment of withholding taxes, interest and fees related to the foregoing, (v) the payment in full of the outstanding Intercompany Debt owed by Borrower or any of its Subsidiaries and (vi) with the remainder following the application to clauses (i)-(v), a reserve for operating and financing costs for Borrower, including for application to interest payments under the Loans.

2.4. Evidence of Debt; Register; Lenders’ Books and Records; Checks.

(a) Lenders’ Evidence of Debt.  Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations of Borrower to such Lender, including the amounts of the Loans made by it and each repayment and prepayment in respect thereof.  Any such recordation shall constitute prima facie evidence thereof, absent manifest error; provided that the failure to make any such recordation, or any error in such recordation, shall not affect Borrower’s Obligations in respect of any applicable Loans; and provided further, in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern.

(b) Register.  Administrative Agent (or its agent or sub-agent appointed by it), acting solely for this purpose as a non-fiduciary agent of Borrower, shall maintain at its Principal Office a register for the recordation of the names and addresses of Lenders and Loans of, and principal amounts (and stated interest) of the Loans owing to, each Lender from time to time (the “Register”).  The Register shall be available for inspection by Borrower or any Lender (with respect to (i) any entry relating to such Lender’s Loans, and (ii) the identity of the other Lenders (but not any information with respect to such other Lenders’ Loans)) at any reasonable time and from time to time upon reasonable prior notice.  Administrative Agent shall record, or shall cause to be recorded, in the Register the

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Loans in accordance with the provisions of Section 9.6, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect Borrower’s Obligations in respect of any Loan.  Borrower hereby designates Administrative Agent to serve as Borrower’s non-fiduciary agent solely for purposes of maintaining the Register as provided in this Section 2.4, and Borrower hereby agrees that, to the extent Administrative Agent serves in such capacity, Administrative Agent and its officers, directors, employees, agents, sub-agents and affiliates shall constitute “Indemnitees.”

(c) Checks.

(i) Borrower’s obligation to pay the principal of, and interest on, each Loan made by any Lender shall also be guaranteed by the delivery to Onshore Collateral Agent for the benefit of Lenders of a deferred payment check for deposit only (cheque de pago diferido no a la orden y cruzado), issued in Pesos against the account of Borrower held with Banco Mariva S.A. for the initial Check or any other bank mutually acceptable to Borrower and Administrative Agent (the “Check Account”) in accordance with Section 54 of Law 24,452, as amended and supplemented, and registered in accordance with Section 55 of Law 24,452, as amended and supplemented, to Onshore Collateral Agent (a “Check”), duly executed and delivered on the initial Funding Date and each Funding Date thereafter, in respect of the Loans made on each such Funding Date and payable in each case 30 days after its issue date.  The Check shall be issued in Pesos for an amount equal to the aggregate outstanding principal amount of the Loans made on the relevant Funding Date, converted at the Exchange Rate on the Business Day prior to its issuance.

(ii) Borrower shall be obliged to replace the Check one Business Day prior to the date such Check becomes payable, unless instructed in writing by Onshore Collateral Agent, acting upon the instructions of Administrative Agent (acting upon the instructions of the Requisite Lenders), that such replacement will not be required, and such replacement Check shall be (x) for an amount in Pesos equal to the aggregate outstanding principal amount of Loans on the date of issuance of such Check, converted at the Exchange Rate on the Business Day prior to its issuance, and (y) issued against the account of Borrower held with Banco Mariva S.A. or any other bank mutually acceptable to Borrower and Administrative Agent.

(iii) Each Check and each replacement of the foregoing shall be delivered by Borrower to Onshore Collateral Agent.

(iv) By receipt of each Check, Onshore Collateral Agent shall be deemed to have agreed to: (x) receive such Check solely as further guaranty of Borrower’ obligation to pay the Loans in full when due and to hold such Check in custody for the benefit of Lenders; (y) refrain from endorsing or otherwise transferring such Check, and (z) deposit such Check only after receiving written notice from Administrative Agent that

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the outstanding principal amount under the Loans has become immediately due and payable pursuant to Section 7.1 hereof.

(v) Upon any prepayment pursuant to Section 2 hereof, Borrower shall be entitled to replace any Check held by Onshore Collateral Agent to reflect such prepayment.  Any replacement Check issued pursuant to this Section 2.4(c)(v) shall be for an amount in Pesos equal to the aggregate outstanding principal amount of Loans made on the date of issuance of such Check, converted at the Exchange Rate on the Business Day prior to its issuance.

2.5. Interest on Loans.

(a) Except as otherwise set forth herein, the Loans shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) at a rate equal to LIBOR plus the Applicable Margin.

(b) In connection with the Loans there shall be no more than three (3) Interest Periods outstanding at any time.  As soon as practicable after 11:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing) to Borrower and each Lender.

(c) Interest payable pursuant to Section 2.5(a) shall be computed on the basis of a 360-day year, for the actual number of days elapsed in the period during which it accrues.  In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or the last Interest Payment Date with respect to such Loan shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan shall be excluded; provided that if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan.

(d) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued on and to each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans.

2.6. Default Interest.  Upon the occurrence and during the continuance of an Event of Default under Section 7.1(a), the principal amount of all Loans outstanding and, to the extent permitted by applicable law, any interest payments on the Loans or any fees or other amounts owed hereunder, shall thereafter bear interest payable on demand at a rate that is 2% per annum in excess of the interest rate otherwise payable hereunder with respect to the applicable Loans.  Payment or acceptance of the increased rates of interest provided for in this Section 2.6 is not a

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permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Administrative Agent or any Lender.

2.7. Fees.

(a) Borrower agrees to pay to Lenders commitment fees equal to (1) the average of the daily difference between (A) the Commitments and (B) the aggregate principal amount of all outstanding Loans, times (2) 1.05% per annum.

(b) All fees referred to in Section 2.7(a) shall be calculated on the basis of a 360-day year and the actual number of days elapsed and shall be (i) payable in arrears on (x) each Funding Date and (y) the final day of the Availability Period or such earlier date on which the Commitments are fully funded or terminated and (ii) paid to Administrative Agent at its Principal Office and upon receipt, Administrative Agent shall promptly distribute to each Lender its Pro Rata Share thereof.

(c) Borrower agrees to pay on the initial Funding Date to each Lender party to this Agreement or to a designated Affiliate (provided that such designated Affiliate shall not be entitled to receive any greater additional payments under Section 2.16(b) in respect of such payment than the relevant Lender would have received), as compensation for funding such Lender’s Loans, an upfront fee in an amount equal to 1.50% of the amount of such Lender’s Commitment.  Such fee shall be earned on the date hereof and shall be payable to each such Lender as a deduction from the proceeds of its Loan as and when funded on the initial Funding Date; provided that, if the Loans are never funded for any reason other than the failure by Borrower to meet the condition precedent set forth in Section 3.1(h), such fee shall be paid on the last day of the Availability Period (or such earlier day on which the Commitments are terminated) to Administrative Agent at its Principal Office, and upon receipt, Administrative Agent shall promptly distribute to each Lender its Pro Rata Share thereof.  Such fee will be in all respects fully earned on the date hereof and non-refundable and non-creditable thereafter.

(d) In addition to any of the foregoing fees, Borrower agrees to pay to Agents such other fees in the amounts and at the times as set forth in the Fee Letters.

2.8. Repayment.  The outstanding principal amount of the Loans shall be repaid in full on the Maturity Date.

2.9. Voluntary Prepayments.

(a) Voluntary Prepayments.

(i) Any time and from time to time Borrower may prepay the Loans on any Business Day in whole or in part in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount.

(ii) All such prepayments shall be made upon not less than three Business Days’ prior written notice given to Administrative Agent by 12:00 p.m. (New York City time) on the date required (and Administrative Agent will promptly transmit such notice

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to each Lender).  Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein.

(b) Voluntary Commitment Reductions.

(i) Borrower may, upon not less than three Business Days’ prior written notice to Administrative Agent (which written notice Administrative Agent will promptly transmit to each Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Commitments in an amount up to the amount by which the Commitments exceed the outstanding Loans at the time of such proposed termination or reduction; provided that any such partial reduction of the Commitments shall be in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount.

(ii) Borrower’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Commitments shall be effective on the date specified in Borrower’s notice and shall reduce the Commitment of each Lender proportionately to its Pro Rata Share thereof.

2.10. Mandatory Prepayments/Commitment Reductions.

(a) Asset Sales.  No later than the third Business Day following the date of receipt by Borrower of any Net Asset Sale Proceeds, Borrower shall prepay the Obligations due and owing as of such date as set forth in Section 2.11(a) in an aggregate amount equal to such Net Asset Sale Proceeds.

(b) Dividend Payments.  On the third Business Day immediately following the date of receipt by Borrower of the proceeds of any Cash dividend or distribution in respect of the Equity Interests held by Borrower in Cablevisión, the applicable issuer of the Target Shares, or any other Subsidiary, Joint Venture or other entity in which Borrower holds Equity Interests, Borrower shall prepay the Obligations due and owing as of such date as set forth in Section 2.11(a) in an aggregate amount equal to 100% of such cash proceeds, after deducting such amounts as may be necessary to pay (x) any estimated Taxes of Borrower payable during the period of 12 consecutive months in which such dividend or distribution is payable, and (y) any corporate expenses of Borrower not to exceed $10,000,000 in the aggregate in any period of 12 consecutive months.

(c) Issuance of Equity Securities.  On the third Business Day immediately following the date of receipt by Borrower of any Net Equity Proceeds, Borrower shall prepay the Obligations due and owing as of such date as set forth in Section 2.11(a) in an aggregate amount equal to 100% of such Net Equity Proceeds.

(d) Issuance of Debt.  On the third Business Day immediately following the date of receipt by Borrower of any Cash proceeds from the incurrence of any Debt of Borrower (other than any Debt permitted pursuant to Section 6.1), Borrower shall prepay the Obligations due and owing as of such date as set forth in Section 2.11(a) in an

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aggregate amount equal to 100% of such proceeds, net of (a) underwriting discounts and commissions, (b) provisions for taxes as a result of incurrence of such Debt, and (c) other reasonable costs and expenses associated therewith, including reasonable legal and accountants’ fees and expenses.

(e) Change of Control.  If a Change of Control occurs, (i) Borrower shall promptly notify Administrative Agent in writing upon becoming aware of such Change of Control, (ii) thereafter no Lender shall be obligated to make additional Loans, and (iii) within three Business Days following the written demand of the Requisite Lenders, (x) Borrower shall prepay all outstanding Loans and (y) the Commitments shall be terminated.

(f) Prepayment Certificate.  Concurrently with any prepayment of the Loans pursuant to Sections 2.10(a) through 2.10(d), Borrower shall deliver to Administrative Agent a certificate of an Authorized Officer containing the calculation of the amount of the applicable net proceeds.  In the event that Borrower shall subsequently determine that the actual amount received exceeded the amount set forth in such certificate, Borrower shall promptly make an additional prepayment of the Obligations due and owing as of such date in an amount equal to such excess, and Borrower shall concurrently therewith deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the derivation of such excess.

2.11. Application of Mandatory Prepayments.

(a) Application of Mandatory Prepayments.  Any amount required to be paid pursuant to Sections 2.10(a) through 2.10(d) shall be applied as follows:

first, to pay any accrued but unpaid interest and, if such amount is insufficient to prepay 100% of the amounts outstanding under the Loans and all other Credit Documents and the amount on deposit in the IR Account at such time is less than Required IR Account Balance, then to fund the IR Account as needed to cause the amount on deposit therein to equal the Required IR Account Balance; and

second, to prepay the Obligations due and owing as of such date.

2.12. General Provisions Regarding Payments.

(a) All payments by Borrower of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, recoupment, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 p.m. (New York City time) on the date due at the Principal Office of Administrative Agent for the account of Agents, if applicable, and Lenders.

(b) All payments in respect of the principal amount of the Loans shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid, and all such payments (and, in any event, any payments in respect of the Loans on a date when interest is due and payable with respect to the Loans) shall be applied to the payment of interest then due and payable before application to principal (or as set forth in Section 2.11(a)).

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(c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by Administrative Agent.

(d) Whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder or of the commitment fees payable under Section 2.7(a).

(e) Administrative Agent shall deem any payment by or on behalf of Borrower hereunder that is not made in same day funds prior to 12:00 p.m. (New York City time) on the due date therefor at the Principal Office of Administrative Agent, to be a non-conforming payment.  Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day.  Administrative Agent shall give prompt written notice to Borrower and each Lender if any payment is non-conforming.  Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 7.1(a).  Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.6 from the date such amount was due and payable until the date such amount is paid in full.

(f) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 7.1, all payments or proceeds received by Agents in respect of any of the Obligations, or pursuant to any sale of, any collection from, or other realization upon all or any part of the Collateral, shall be applied in accordance with the following priority: (i) first, to pay any fees and other amounts due and owed under the Credit Documents to Agents, (ii) second, to pay any fees, accrued interest and other amounts due and owed under the Credit Documents to Lenders, ratably among the parties entitled thereto in accordance with the amounts of interest then due to such Lenders, (iii) third, to pay due and unpaid principal amounts to Lenders, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such Lenders, and (iv) fourth, the remainder, if any, to Borrower or its successors or assigns.

(g) Borrower waives any right pursuant to which Borrower may be entitled to pay the Obligations in a currency other than Dollars. If Borrower is not able to tender Dollars in payment of any Obligations as a result of the adoption of an applicable law, the taking of action by a Governmental Authority or the occurrence of any other circumstance which in any such case prohibits, prevents or limits the payment of Dollars at the Principal Office, Borrower shall, to the fullest extent permitted by applicable law, during the continuance of such prohibition or restriction, make payments hereunder in Dollars at the Principal Office (y) by purchasing with Pesos any Dollar denominated public or private

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debt or other securities traded in Argentina, and transferring and selling the same outside Argentina for Dollars; provided that the alternative payment mechanism described in this clause (y) continues to be a lawful mechanism for the acquisition of Dollars; or (z) by any other lawful mechanism for the acquisition of Dollars. No form of payment shall be deemed to constitute payment of the applicable Obligation until receipt by Administrative Agent at the Principal Office of the full amount of Dollars due in respect thereof. All costs, expenses and Taxes payable in connection with compliance with this Section 2.12(g) shall be for the account of Borrower. Borrower agrees that, notwithstanding any restriction or prohibition on access to the Argentine Foreign Exchange Market, any and all payments to be made under this Agreement and the other Credit Documents shall be made in Dollars. Nothing in the Credit Documents shall impair any of the rights of Lenders to receive payments due hereunder or justify Borrower in refusing to make payments due hereunder in Dollars for any reason whatsoever, including, without limitation, any of the following: (i) the purchase of Dollars in Argentina by any means becoming more onerous or burdensome for Borrower than as of the date hereof and (ii) the exchange rate in force in Argentina increasing significantly from that in effect as of the date hereof. Borrower waives the right to invoke any defense of payment impossibility (including any defense under Section 1091 of the Argentine Civil and Commercial Code), impossibility of paying in Dollars (including the waiver of any right to invoke Section 765 of the Argentine Civil and Commercial Code and assuming liability for any force majeure or act of god), or similar defenses or principles (including, without limitation, equity or sharing of efforts principles).

2.13. Ratable Sharing.  Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Credit Documents or otherwise, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to such Lender hereunder or under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (a) notify Administrative Agent and each other Lender in writing of the receipt of such payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest.  Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.  The provisions of this Section 2.13 shall not be construed to apply to (a) any payment made by Borrower pursuant to and in

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accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

2.14. Making or Maintaining Loans.

(a) Inability to Determine Applicable Interest Rate.  If prior to the commencement of any Interest Period for any amounts outstanding hereunder, (i) Administrative Agent determines (which determination shall be conclusive and binding to all parties) that, by reason of circumstances affecting the London interbank Eurodollar market, “LIBOR” cannot be determined pursuant to the definitions thereof, or (ii) the Requisite Lenders reasonably determine and notify Administrative Agent in writing that LIBOR for such Interest Period will not adequately reflect the cost to each such Lender of making or maintaining their pro rata share of the Loans for such Interest Period, then Administrative Agent shall give written notice (the “Rate Determination Notice”) thereof to Borrower and Lenders, detailing the circumstances which gave rise to the use of the alternate rate of interest (by telefacsimile or e-mail).  If such notice is given by Requisite Lenders, during the 30 day period following such Rate Determination Notice (the “Negotiation Period”), the Requisite Lenders that notified Administrative Agent and Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for their pro rata share of the Loans that shall reflect the cost to such Lenders of funding their pro rata share of the Loans from alternative sources (the “Substitute Basis”) and if such Substitute Basis is so agreed upon during the Negotiation Period, upon written notice to Administrative Agent of such Substitute Basis, such Substitute Basis shall apply with respect to the pro rata share of the Loans of such Requisite Lenders in lieu of LIBOR to all Interest Periods commencing on or after the first day of the applicable Interest Period, until the circumstances giving rise to such notice have ceased to apply and such Requisite Lenders have notified Administrative Agent in writing that such Substitute Basis should no longer apply in lieu of LIBOR.  If a Substitute Basis is not agreed upon during the Negotiation Period, Borrower may elect to prepay the Requisite Lenders’ pro rata share of the Loans pursuant to Section 2.9(a); provided, however, that if Borrower does not elect so to prepay, each of the Requisite Lenders shall reasonably determine (and shall certify from time to time in a certificate delivered by such Lenders to Administrative Agent and Borrower setting forth in reasonable detail the basis of the computation of such amount) the per annum rate basis reflecting the cost to such Requisite Lenders of funding their pro rata share of the Loans for the Interest Period commencing on or after the first day of the applicable Interest Period, until the circumstances giving rise to such notice have ceased to apply, and the Requisite Lenders have notified Administrative Agent that such Substitute Basis should no longer apply in lieu of LIBOR, and such rate basis shall be binding upon Borrower and such Requisite Lenders and shall apply in lieu of LIBOR for the relevant Interest Period.

(b) Illegality.  In the event that on any date any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto) that the making or maintaining of its Loans has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule,

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regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), then such Lender shall be an “Affected Lender” and such Affected Lender shall on that day give written notice to Borrower and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender).  If Administrative Agent receives a notice from any Lender pursuant to the preceding sentence, then (1) the obligation of the Lender to make Loans shall be suspended until such notice shall be withdrawn by such Affected Lender, (2) such Lender’s obligations to maintain its respective outstanding Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (3) to the extent that the Affected Lender’s Loans and Commitments have not been assigned pursuant to Section 2.19, the Affected Loans shall be repaid by Borrower on the date of such termination.

(c) Compensation for Breakage or Non-Commencement of Interest Periods.  Borrower shall compensate each Lender, upon written request by such Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid or payable by such Lender to lenders of funds borrowed by it to make or carry its Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re-employment of such funds but excluding loss of anticipated profits) which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Loan does not occur on a date specified therefor in a Funding Notice; (ii) if any prepayment or other principal payment of any of its Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its Loans is not made on any date specified in a notice of prepayment given by Borrower.

(d) Booking of Loans.  Any Lender may make, carry or transfer Loans at, to, or for the account of any of its branch offices or the office of an Affiliate of such Lender.

(e) Assumptions Concerning Funding of Loans.  Calculation of all amounts payable to a Lender under this Section 2.14 and under Section 2.15 shall be made as though such Lender had actually funded each of its relevant Loans through the purchase of a Eurodollar deposit bearing interest at the rate obtained pursuant to clause (a) of the definition of “LIBOR” in an amount equal to the amount of such Loan and having a maturity of three months and through the transfer of such Eurodollar deposit from an offshore office of such Lender to a domestic office of such Lender in the United States of America; provided, however, that each Lender may fund each of its Loans in any manner it sees fit and the foregoing assumptions shall be utilized only for the purposes of calculating amounts payable under this Section 2.14 and under Section 2.15.

2.15. Increased Costs; Capital Adequacy.

(a) Compensation For Increased Costs and Taxes.  In the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) any law, treaty or governmental rule, regulation or order of general application, or any change therein or in the

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interpretation, administration or application thereof (regardless of whether the underlying law, treaty or governmental rule, regulation or order was issued or enacted prior to the date hereof), including the introduction of any new law, treaty or governmental rule, regulation or order but excluding solely proposals thereof, or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereof (or, in the case of a Lender that acquired its interest in a Loan pursuant to an assignment under Section 9.6, after the effective date of such assignment), or (B) any guideline, request or directive by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law) of general application or any implementation rules or interpretations of previously issued guidelines, requests or directives, in each case that is issued or made after the date hereof: (i) subjects such Lender (or its applicable lending office) to any additional Taxes described in clause (a) of the definition of Excluded Taxes (other than Connection Income Taxes) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, liquidity, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to Loans that are reflected in the definition of “LIBOR”); or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or such Lender’s obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or in a lump sum or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder.  Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

(b) Capital Adequacy and Liquidity Adjustment.  In the event that any Lender shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) the adoption, effectiveness, phase-in or applicability of any law, rule or regulation (or any provision thereof) regarding capital adequacy or liquidity, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or (B) compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy or liquidity (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, in each case after the date hereof (or, in the

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case of a Lender that acquired its interest in a Loan pursuant to an assignment under Section 9.6, after the effective date of such assignment), has or would have the effect of reducing the rate of return on the capital of such Lender as a consequence of, or with reference to, such Lender’s Loans or other obligations hereunder with respect to the Loans to a level below that which such Lender could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender with regard to capital adequacy and liquidity), then, in each case by an amount that such Lender reasonably deems to be material, from time to time, within ten Business Days after receipt by Borrower from such Lender of the statement referred to in the next sentence, Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling company on an after-tax basis for such reduction. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.15(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.  For the avoidance of doubt, subsections (a) and (b) of this Section 2.15 shall apply to all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States regulatory authority (i) under or in connection with the implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act and (ii) in connection with the implementation of the recommendations of the Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority), regardless of the date adopted, issued, promulgated or implemented.

2.16. Taxes; Withholding, Etc.

(a) Payments to Be Free and Clear.  All sums payable by or on behalf of Borrower hereunder and under the other Credit Documents shall (except to the extent required by Law) be paid free and clear of, and without any deduction or withholding on account of, any Tax now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority of Argentina or any other jurisdiction from which Borrower elects to make payments or by any political subdivisions or taxing authorities thereof or therein.

(b) Withholding of Taxes.  If Borrower or any other Person (acting as a withholding agent) is (in such withholding agent’s reasonable good faith discretion) required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by Borrower to Administrative Agent or any Lender under any of the Credit Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Borrower becomes aware of it; (ii) Borrower shall pay, or cause to be paid, any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on Borrower) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) if and to the extent such Tax is an Indemnified Tax, the sum payable by Borrower in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, (including such deductions and withholdings applicable to

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additional sums payable under this Section 2.16(b)) Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment been required or made; and (iv) within twenty (20) Business Days of any payment of any Tax which it is required by clause (ii) above to pay, Borrower shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that no such additional amount shall be required to be paid to any Lender (other than a Lender that becomes a Lender pursuant to Section 2.19) under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the date hereof) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the effective date of such Assignment Agreement, as the case may be, in respect of payments to such Lender; provided further that additional amounts shall be payable to a Lender up to, but not in excess of, the amount of any deduction, withholding or payment that would apply to such Lender if it were a Basel Bank and otherwise meets the requirements of Section 93 paragraph (c) of the Argentine Income Tax Law, even if such Lender’s assignor was entitled to receive payments under the Credit Documents subject to a lower rate of withholding or deduction.

(c) Without limiting the provisions of Section 2.16(b), Borrower shall timely pay all Other Taxes to the relevant Governmental Authorities in accordance with applicable law.  Borrower shall deliver to Administrative Agent official receipts or other evidence of such payment reasonably satisfactory to Administrative Agent in respect of any Other Taxes payable hereunder promptly after payment of such Other Taxes.

(d) Borrower shall indemnify any Agent and any Lender for the full amount of Indemnified Taxes arising in connection with payments made under this Agreement or any other Credit Document and any Indemnified Taxes (including any such Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.16) paid by Administrative Agent or Lender or any of their respective Affiliates and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower shall be conclusive absent manifest error. Such payment shall be due within ten (10) days of Borrower’s receipt of such certificate.

(e) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.16 (including additional amounts pursuant to this Section 2.16), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.16 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund).  Such indemnifying party, upon the request of such indemnified

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party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (e) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority.  Notwithstanding anything to the contrary in this paragraph (e), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (e) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.  This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(f) If a Lender is entitled to an exemption from or reduction of withholding Tax with respect to payments made under this Agreement or any other Credit Document, it shall deliver to Borrower and Administrative Agent, at the time or times reasonably requested by Borrower or Administrative Agent, such properly completed and executed documentation reasonably requested by Borrower or Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. Notwithstanding anything to the contrary in the preceding sentence, the completion, execution and submission of such documentation shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject the Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of the Lender. If a payment made to a Lender under any Credit Document would be subject to withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Borrower and Administrative Agent, as applicable, at the time or times prescribed by law and at such time or times reasonably requested by Borrower or Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) as may be necessary for Borrower and Administrative Agent, to comply with their obligations under FATCA and to determine the amount to deduct and withhold from such payment. Each Lender agrees that if any form or certification it previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower and Administrative Agent, in writing of its legal inability to do so.

2.17. Obligation to Mitigate.  Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.14, 2.15 or 2.16, it will, to the extent not inconsistent with the internal policies of such Lender (consistently applied to other similarly situated borrowers) and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, fund or maintain its Loans, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause such

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Lender to be an Affected Lender would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender pursuant to Section 2.14, 2.15 or 2.16 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of its Commitment or Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Lender’s Commitment or Loans or the interests of such Lender; provided that such Lender will not be obligated to utilize such other office pursuant to this Section 2.17 unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above.  A certificate as to the amount of any such expenses payable by Borrower pursuant to this Section 2.17 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.

2.18. Defaulting Lenders.

(a) Defaulting Lender Adjustments.  Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(i) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7 or otherwise) or received by Administrative Agent from a Defaulting Lender pursuant to Section 9.4 shall be applied upon receipt by Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Agents hereunder; second, as Borrower may request (so long as no Default or Event of Default shall have occurred and be continuing), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by Administrative Agent; third, if requested by Borrower in writing, to be held in a Deposit Account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and; fourth, to the payment of any amounts owing to Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Default or Event of Default shall have occurred and be continuing, to the payment of any amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained by Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Sections 3.1 and 3.2, as applicable, were satisfied or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with the applicable Commitments. Any payments,

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prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(ii) Certain Fees.  No Defaulting Lender shall be entitled to receive any fee pursuant to Section 2.7 for any period during which that Lender is a Defaulting Lender (and Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(b) Defaulting Lender Cure.  If Borrower and Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of the outstanding Loans of the other Lenders or take such other actions necessary to cause the Loans to be held pro rata by the Lenders in accordance with the applicable Commitments, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while that Lender was a Defaulting Lender; and provided further that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

2.19. Removal or Replacement of a Lender.  Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.14, 2.15 or 2.16, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after Borrower’s request for such withdrawal; or (b) (i) any Lender shall become and continues to be a Defaulting Lender, and (ii) such Defaulting Lender shall fail to cure the default pursuant to Section 2.18(b) within five Business Days after Borrower’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), Borrower may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Commitment, if any, in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 9.6 and Borrower shall pay the fees, if any, payable thereunder in connection with any such assignment from an Increased-Cost Lender, a Non-Consenting Lender or a Defaulting Lender; provided that (1) on the date of such assignment, the Replacement Lender shall pay to the Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender and (B) an amount equal to all accrued, but

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theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.7; (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated Lender pursuant to Section 2.14(c), 2.15 or 2.16; or otherwise as if it were a prepayment, and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender.  Upon the payment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Commitment, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided that any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.  Each Lender agrees that if Borrower exercises its option hereunder to cause an assignment by such Lender as a Terminated Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 9.6.  In the event that such Lender does not comply with the requirements of the immediately preceding sentence within one Business Day after receipt of such notice, such Lender hereby authorizes and directs Administrative Agent to execute and deliver such documentation as may be required to give effect to an assignment in accordance with Section 9.6 on behalf of a Terminated Lender and any such documentation so executed by Administrative Agent shall be effective for purposes of documenting an assignment pursuant to Section 9.6.  Any removal of Administrative Agent or its successor as a Defaulting Lender pursuant to this Section shall also constitute the removal of Administrative Agent or its successor as Administrative Agent pursuant to Section 8.7.

SECTION 3. CONDITIONS PRECEDENT

3.1. Conditions to Initial Funding Date.  The obligation of each Lender to make a Loan on the initial Funding Date is subject to the satisfaction, or waiver in accordance with Section 9.5, of the following conditions precedent:

(a) Funding Notice.  Administrative Agent shall have received a fully executed and delivered Funding Notice;

(b) Representations and Warranties.  As of the initial Funding Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects on and as of the initial Funding Date to the same extent as though made on and as of that date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof;

(c) No Default or Event of Default.  As of the initial Funding Date, no event shall have occurred and be continuing or would result from the making of the Loans on such date that would constitute an Event of Default or a Default;

(d) Fees and Expenses.  Borrower shall have paid to each Agent and each Lender the fees payable on or before the initial Funding Date referred to in Section 2.7 and all expenses payable pursuant to Section 9.2 which have accrued to the initial Funding Date.

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(e) Check.  On the initial Funding Date, an original duly executed Check shall have been delivered by Borrower to Onshore Collateral Agent in a principal amount equal to the Loans outstanding as of such date.

(f) IR Account and Cash Collateral Account.  Borrower shall have caused to be established with Account Bank the IR Account and the Cash Collateral Account.

(g) No Material Adverse Effect.  Since the date of this Agreement, there shall have been, in the reasonable opinion of the Requisite Lenders, no (i) event, change, development, condition or circumstance which, individually or in the aggregate (with any other events, changes, developments, conditions or circumstances), has had or could reasonably be expected to result in a Material Adverse Effect, (ii) circumstance, change or condition in the loan syndication or financial markets generally or in the market for new issuances of leveraged loans in particular that could reasonably be expected to materially impair the marketability of the Loans, or (iii) materially adverse circumstance, change or condition in Argentina or in the market for loans to Argentine companies.

(h) Collateral.  Borrower shall have created in favor of Collateral Agents, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the personal property Collateral, and Borrower shall have:

(i) delivered to Collateral Agents three copies of each of the Account Security Agreement, the Cablevisión Pledge Agreement and the Account Control Agreement, each originally executed and delivered by the parties thereto;

(ii) delivered to Onshore Collateral Agent an executed copy of the CV Shareholder Letter together with evidence satisfactory to Administrative Agent (acting on the instructions of the Requisite Lenders) that it shall have been delivered to its addressees’ representative or counsel;

(iii) complied with its obligations as of such date under the Account Security Agreement, the Cablevisión Pledge Agreement, the Account Control Agreement and the other Collateral Documents (including its obligation to execute or authorize, as applicable, and any agreements governing deposit and/or securities accounts as provided therein); and

(iv) delivered to Onshore Collateral Agent a copy of the relevant page of Cablevisión’s stock ledger, duly notarized, evidencing the registration of the pledge created on the Equity Interests owned by Borrower in Cablevisión that comprise the Collateral, in each case in the name of Onshore Collateral Agent and for the benefit and in favor of the Secured Parties.

(i) Minimum Collateralization Ratio.  Administrative Agent shall have received a certificate of Borrower stating that the Collateralization Ratio, calculated as of the Business Day immediately prior to initial Funding Date and after giving effect to the borrowing of the Loans on such date, shall be equal to or greater than 2.50:1.00.

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(j) Opinions.  Administrative Agent shall have received (delivered in escrow for release on the initial Funding Date) executed copies of the written opinions of (i) Cleary Gottlieb Steen & Hamilton LLP, special New York counsel for Borrower, in the form of Exhibit I-1, (ii) Linklaters LLP, special New York counsel for Arrangers, (iii) Saenz Valiente y Asociados, special Argentine counsel for Borrower, in the form of Exhibit I-2, and (iv) Marval, O’Farrell & Mairal, special Argentine counsel for Arrangers, dated as of the initial Funding Date.

(k) Necessary Governmental Authorizations and Consents; Expiration of Waiting Periods, Etc.  All of the conditions to the closing of the transactions contemplated by the Call Option Agreement relating to Governmental Authorizations and consents of other Persons set forth in the Call Option Agreement shall have been satisfied in all material respects (subject to any waiver of such obligations under the Call Option Agreement, other than any such waiver which has had or could reasonably be expected to have a Material Adverse Effect) other than, for the avoidance of doubt, any Governmental Authorizations and consents of other Persons with respect to the Merger.

(l) Related Agreements.  On the initial Funding Date, Administrative Agent shall have received, to the extent not publicly available pursuant to a filing made under listing rules to which any party to a Related Agreement is subject, a fully executed or conformed copy of each Related Agreement and all exhibits and schedules thereto.  Each Related Agreement shall be in full force and effect and no provision thereof shall have been modified since July 7, 2017 in any material respect in any form other than (i) in order to comply with the provisions of this Agreement or the other Credit Documents or (i) otherwise in form and substance reasonably satisfactory to the Lenders.

(m) Acquisition.

(i) Administrative Agent shall have received an officer’s certificate of Borrower setting forth the uses of funds for the initial Funding Date transactions and stating that Borrower will proceed to make one or more Advance Payments under the Call Option Agreement in anticipation of the exercise of its call option rights pursuant to the Call Option Agreement as soon as this is permitted by the Call Option Agreement.

(n) Absence of Material Litigation.  On initial Funding Date, there shall be no action, suit, proceeding, hearing (in each case, whether administrative, judicial or arbitration or otherwise), governmental investigation or arbitration at law or in equity, or before or by any Governmental Authority, whether pending or, to the knowledge of Borrower or any of its Subsidiaries, threatened in writing against Borrower or any of its Subsidiaries, in each case, is reasonably likely to be adversely determined and, if so determined, is reasonably likely to restrain, prevent or impose materially burdensome conditions on the consummation of the Acquisition, the financing hereof or any of the other transactions contemplated by the Credit Documents or the Related Agreements, or that could have a Material Adverse Effect.

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(o) Form U-1.  Each Lender that has requested the same shall have received a purpose statement on Form U-1 under Regulation U duly completed and executed by Borrower.

(p) Organizational Documents; Incumbency.  Administrative Agent and Lenders shall have received, in respect of Borrower, (i) sufficient copies of each Organizational Document; (ii) signature and incumbency certificates of the officers of Borrower, including one or more officers of Borrower who are authorized to execute Funding Notices delivered under this Agreement; and (iii) resolutions of the Board of Directors or similar governing body of Borrower approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents and the Related Agreements to which it is a party or by which it or its assets may be bound as of the initial Funding Date, certified as of the initial Funding Date by an Authorized Officer as being in full force and effect without modification or amendment.

(q) Governmental Authorizations and Consents.  Borrower shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary to execute the Credit Documents and perform the transactions contemplated thereunder, and each of the foregoing shall be in full force and effect, other than, for the avoidance of doubt, any Governmental Authorizations and consents of other Persons with respect to the Merger.

(r) Financial Statements.  Administrative Agent and Lenders shall have received from Borrower the Historical Financial Statements.

(s) Solvency Certificate.  On the initial Funding Date, Administrative Agent shall have received the Solvency Certificate from Borrower.

(t) Initial Funding Date Certificate.  Borrower shall have delivered to Administrative Agent and Lenders an originally executed Initial Funding Date Certificate, together with all attachments thereto.

(u) Process Agent.  Borrower shall have delivered to Administrative Agent and Lenders a written confirmation evidencing the appointment of the agent for service of process.

3.2. Conditions to all subsequent Funding Dates.  The obligation of each Lender to make any Loan on any Funding Date after the initial Funding Date is subject to the satisfaction, or waiver in accordance with Section 9.5, of the following conditions precedent:

(a) Funding Notice.  Administrative Agent shall have received a fully executed and delivered Funding Notice.

(b) Representations and Warranties.  As of such Funding Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects on and as of such Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and

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warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof.

(c) No Default or Event of Default.  As of such Funding Date, no event shall have occurred and be continuing or would result from the making of the Loans on such date that would constitute an Event of Default or a Default.

(d) Fees and Expenses.  Borrower shall have paid to each Agent and each Lender the fees payable on or before such Funding Date referred to in Section 2.7 and all expenses payable pursuant to Section 9.2 which have accrued to such Funding Date.

3.3. Funding Notices.  Any Funding Notice delivered pursuant to Section 3.1 or 3.2 shall be executed by an Authorized Officer in a writing delivered to Administrative Agent.

3.4. Borrowings.  Each borrowing of a Loan by Borrower hereunder shall constitute a representation and warranty by Borrower as of the applicable Funding Date that, (a) in the case of a borrowing on the initial Funding Date, the conditions contained in Sections 3.1(a) through 3.2(u) have been satisfied, and (b) in the case of a borrowing on any Funding Date other than the initial Funding Date, Sections 3.2(a) through 3.2(f) have been satisfied.

SECTION 4. REPRESENTATIONS AND WARRANTIES

In order to induce Agents and Lenders to enter into this Agreement and to induce Lenders to make each Loan to be made thereby, Borrower represents and warrants to each Agent and Lender, on the date hereof and on each Funding Date, that the following statements are true and correct:

4.1. Organization; Requisite Power and Authority.  Each of Borrower and its Subsidiaries (a) is duly organized and validly existing under the laws of its jurisdiction of organization as identified in Schedule 4.1, and (b) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Credit Documents and the Related Agreements to which it is a party and to carry out the transactions contemplated thereby.

4.2. Equity Interests and Ownership.  The Equity Interests held by Borrower in Cablevisión S.A. have been duly authorized and validly issued and are fully paid and non-assessable.  Schedule 4.2 correctly sets forth the ownership interest of Borrower and each of its Subsidiaries in their respective Subsidiaries as of the date of this Agreement both before and after giving pro forma effect to the Acquisition, and any Equity Interests of Borrower in Cablevisión S.A. are held free and clear of any Liens (other than the Collateral).

4.3. Due Authorization.  The execution, delivery and performance of the Credit Documents have been duly authorized by all necessary action on the part of Borrower.

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4.4. No Conflict.  The execution, delivery and performance by Borrower of the Credit Documents and Related Agreements and the consummation of the transactions contemplated by the Credit Documents and the Related Agreements (including the Acquisition) do not and will not (a) violate (i) any provision of any law or any governmental rule or regulation applicable to Borrower or any of its Subsidiaries, (ii) any of the Organizational Documents of Borrower, any of its Subsidiaries or Cablevisión (including, without limitation, the Cablevisión Shareholders’ Agreement), except such provisions as to which Borrower has obtained a waiver prior to the initial Funding Date, (iii) any order, judgment or decree of any court or other agency of government binding on Borrower or any of its Subsidiaries, or (iv) the Call Option Agreement; (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Borrower or any of its Subsidiaries, except such obligations as to which Borrower has obtained a waiver prior to the initial Funding Date; (c) result in or require the creation or imposition of any Lien upon any of the properties or assets of Borrower or any of its Subsidiaries (other than any Liens created under any of the Credit Documents in favor of Collateral Agents, for the benefit of the Secured Parties or any Permitted Liens); or (d) require any approval of stockholders, members or partners or any approval or consent of any Person under any Contractual Obligation of Borrower or any of its Subsidiaries, except for such approvals or consents which will be obtained on or before the initial Funding Date and disclosed to Lenders.

4.5. Governmental Consents.  The execution, delivery and performance by Borrower of the Credit Documents and Related Agreements and the consummation of the transactions contemplated by the Credit Documents and the Related Agreements (including the Acquisition) do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority except for (i) those set forth in the Call Option Agreement, (ii) any Governmental Authorizations required in connection with the Merger, (iii) registration of the principal amount of the Loans with the Central Bank as provided in Communication “A” 3602 (as amended, supplemented or otherwise modified from time to time), and (iv) any other filings and recordings with respect to the Collateral to be made, or otherwise delivered to Collateral Agents for filing and/or recordation, as of the date of this Agreement and reporting duties that shall be complied with in accordance with the Argentine Foreign Exchange Regulations from time to time.

4.6. Binding Obligation.  Each Credit Document has been duly executed and delivered by Borrower and each Credit Document and each Related Agreement, when executed, is the legally valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability. Each of the Credit Documents to which it is a party, is or, when executed, will be in proper legal form under the Laws of Argentina for the enforcement thereof against Borrower; provided, however, that (a) the filing of an original of a Credit Document together with an official Spanish translation thereof is required to bring an action thereon in the courts of Argentina, and (b) the filing of claims with the Argentine judicial system is subject to payment of taxes collected to fund the court system, which taxes must be paid by the Person filing a claim in court and which rates vary from one jurisdiction to another. Subject to the foregoing, any judgment against Borrower of a court of the State of New York, which satisfies the requirements of Articles 517 through 519 of the Argentine law No. 17,454, as amended by the Argentine law

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No. 22,434 (the National Code of Civil and Commercial Procedure), is capable of being enforced in the courts of Buenos Aires.

4.7. Historical Financial Statements.  The Historical Financial Statements were prepared in conformity with IFRS and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments.  As of the date of this Agreement, neither Borrower nor Cablevisión has any contingent liability or liability for Taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the Historical Financial Statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Borrower and Cablevisión taken as a whole.

4.8. No Material Adverse Effect.  Since May 1, 2017, no event, circumstance or change has occurred that has caused or evidences, or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect.

4.9. No Restricted Junior Payments.  Since May 1, 2017, Borrower has not declared, ordered, paid or made any Restricted Junior Payment or agreed to do so except as permitted pursuant to Section 6.3.

4.10. Adverse Proceedings, Etc.  There are no Adverse Proceedings, individually or in the aggregate, that could reasonably be expected to have a Material Adverse Effect.  Neither Borrower nor any of its Subsidiaries is (a) in violation of any applicable laws (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (b)  subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

4.11. Payment of Taxes.  All Tax returns and reports of Borrower and its Subsidiaries required to be filed by any of them have been timely filed (after giving effect to any applicable grace period), and all material Taxes and all material assessments, fees and other governmental charges upon Borrower and its Subsidiaries and upon their respective properties, assets, income, businesses and franchises which are due and payable have been paid when due and payable.  There is no proposed Tax assessment against Borrower or any of its Subsidiaries which is not being actively contested by Borrower or such Subsidiary in good faith and by appropriate proceedings; provided that such reserves or other appropriate provisions, if any, as shall be required in conformity with IFRS shall have been made or provided therefor.

4.12. Properties.  Each of Borrower and its Subsidiaries has (i) good, sufficient and legal title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), (iii) valid licensed rights in (in the case of licensed interests in intellectual property) and (iv) good title to (in the case of all other personal

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property), all of its properties and assets reflected in the Historical Financial Statements referred to in Section 4.7 and in the most recent financial statements delivered pursuant to Section 5.1, in each case except for assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under Section 6.  Except as permitted by this Agreement and any outstanding Debt of any Subsidiary on the date hereof, all such properties and assets are free and clear of Liens.

4.13. Environmental Matters.  Neither Borrower nor any of its Subsidiaries nor any of their respective Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to any Environmental Law, any Environmental Claim, or any Hazardous Materials Activity that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.  There are and, to each of Borrower’s and its Subsidiaries’ knowledge, have been, no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against Borrower or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.  Neither Borrower nor any of its Subsidiaries has filed any notice under any Environmental Law indicating past or present treatment of Hazardous Materials at any Facility, and none of Borrower’s nor any of its Subsidiaries’ operations involves the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent.  Compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws could not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.  No event or condition has occurred or is occurring with respect to Borrower or any of its Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had, or could reasonably be expected to have, a Material Adverse Effect.

4.14. No Events of Default.  Neither Borrower nor any of its Subsidiaries is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any of its Contractual Obligations, and no condition exists which, with the giving of notice or the lapse of time or both, could constitute such a default, except where the consequences, direct or indirect, of such default or defaults, if any, could not reasonably be expected to have a Material Adverse Effect.

4.15. Governmental Regulation.  Borrower is not required to register as an “investment company” under the Investment Company Act of 1940, as amended, and is not “controlled” by any “company” (within the meanings of the Investment Company Act of 1940, as amended) that is organized under the laws of any state of the United States of America.

4.16. Federal Reserve Regulations; Exchange Act. No portion of the proceeds of any Loan will be used in any manner, whether directly or indirectly, that violates Regulation T, Regulation U or Regulation X of the Board of Governors.

4.17. Employee Matters.  Neither Borrower nor any of its Subsidiaries is engaged in any unfair labor practice that could be reasonably expected to have a Material Adverse Effect.  There is (a) no unfair labor practice complaint pending against Borrower or any of its Subsidiaries or, to the knowledge of Borrower, threatened against Borrower or any of its Subsidiaries before any

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Governmental Authority with responsibility, authority or jurisdiction for such matters, and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement is so pending against Borrower or any of its Subsidiaries or, to the knowledge of Borrower, threatened against Borrower or any of its Subsidiaries, and (b) no strike, labor dispute, slowdown or stoppage pending against Borrower or any of its Subsidiaries or, to the knowledge of Borrower, threatened against Borrower or any of its Subsidiaries, except (with respect to any matter specified in clause (a) or (b) above, either individually or in the aggregate) such as could not be reasonably expected to have a Material Adverse Effect.

4.18. Certain Fees.  No broker’s or finder’s fee or commission will be payable with respect to the transactions contemplated by the Related Agreements, except as payable to Agents and Lenders.

4.19. Solvency.   Borrower is and, upon the incurrence of any Obligation by it on any date on which this representation and warranty is made, will be, on a consolidated basis, Solvent.

4.20. Compliance with Statutes, Etc.  Each of Borrower and its Subsidiaries is in compliance with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all Governmental Authorities, in respect of the conduct of its business and the ownership of its property, except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

4.21. Disclosure.  No representation or warranty of Borrower contained in any Credit Document or in any other documents, certificates or written statements furnished to any Agent or Lender by or on behalf of Borrower for use in connection with the transactions contemplated hereby contains any untrue statement of a material fact or omits to state a material fact (known to Borrower, in the case of any document not furnished by it) necessary in order to make the statements contained herein or therein, when taken as a whole, not misleading in light of the circumstances in which the same were made.  Any projections and pro forma financial information contained in such materials are based upon good faith estimates and assumptions believed by Borrower to be reasonable at the time made, it being recognized by Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results.

4.22. Senior Debt.  The Obligations constitute direct and unconditional obligations of Borrower and will rank at least pari passu in right of payment with all other unsubordinated Debt of Borrower.

4.23. Sanctioned Persons; Anti-Corruption Laws; PATRIOT Act.  None of Borrower or Cablevisión or any of their respective directors, officers or, to the knowledge of Borrower, employees, agents or Affiliates is subject to any sanctions or economic embargoes administered or enforced by the U.S. Department of State or the U.S. Department of Treasury (including the Office of Foreign Assets Control), the European Union or Her Majesty’s Treasury (collectively, “Sanctions”, and the associated laws, rules, regulations and orders, collectively, “Sanctions Laws”).  Each of Borrower and Cablevisión and their respective directors, officers and, to the knowledge of Borrower, employees, agents and Affiliates is in compliance, in all material respects, with (i) all applicable Sanctions Laws, (ii) the United States Foreign Corrupt Practices

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Act of 1977, as amended, and any other applicable anti-bribery or anti-corruption laws, rules, regulations and orders (collectively, “Anti-Corruption Laws”) and (iii) the PATRIOT Act and any other applicable anti-money laundering (including anti-terrorism financing) laws, rules, regulations and orders.  No part of the proceeds of the Loans will be used, directly or (to the knowledge of Borrower) indirectly, (A) for the purpose of financing any commercial activities or business of or with any Person or in any country or territory that at such time is the subject of any Sanctions, each in violation of Sanctions; or (B) for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, each in violation of any Anti-Corruption Law.

SECTION 5. AFFIRMATIVE COVENANTS

Borrower covenants and agrees that, so long as any Commitment is in effect and until payment in full of all Obligations, Borrower shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 5.

5.1. Financial Statements and Other Reports.  Borrower will deliver:

(a) Quarterly Financial Statements.  To Administrative Agent and Lenders, as soon as available, and in any event within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, commencing with the Fiscal Quarter in which the date of this Agreement occurs, the consolidated and consolidating balance sheets of Borrower and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated (and with respect to statements of income, consolidating) statements of income, stockholders’ equity and cash flows of Borrower and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in comparative form, in each case as and to the extent required by Argentine law to be contained in periodic filings of such financial statements with the CNV, the corresponding figures for the corresponding periods of the previous Fiscal Year in reasonable detail;

(b) Annual Financial Statements.  To Administrative Agent and Lenders, as soon as available, and in any event within 90 days after the end of each Fiscal Year, commencing with the Fiscal Year in which the date of this Agreement occurs, (i) the consolidated and consolidating balance sheets of Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated (and with respect to statements of income, consolidating) statements of income, stockholders’ equity and cash flows of Borrower and its Subsidiaries for such Fiscal Year, setting forth in comparative form, in each case as and to the extent required by Argentine law to be contained in periodic filings of such financial statements with the CNV, the corresponding figures for the previous Fiscal Year covered by such financial statements, in reasonable detail; and (ii) with respect to such consolidated and consolidating financial statements a report thereon of PricewaterhouseCoopers or other independent certified public accountants of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative

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Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with IFRS applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards);

(c) Compliance Certificate.  To Administrative Agent, together with each delivery of financial statements of Borrower and its Subsidiaries pursuant to Sections 5.1(a) and 5.1(b), a duly executed and completed Compliance Certificate;

(d) Notice of Default.  To Administrative Agent, promptly upon any senior officer of Borrower obtaining knowledge (i) of any condition or event that constitutes a Default or an Event of Default or that notice has been given to Borrower with respect thereto or (ii) that any Person has given any notice to Borrower or Cablevisión or taken any other action with respect to any event or condition set forth in Section 7.1(b), a certificate of an Authorized Officer of Borrower specifying the nature and period of existence of such condition or event, or specifying the notice given and action taken by any such Person and the nature of such claimed Event of Default, Default, event or condition, and what action Borrower has taken, is taking and proposes to take with respect thereto;

(e) Notice of Litigation.  To Administrative Agent, promptly upon any officer of Borrower obtaining knowledge of any development in any Adverse Proceeding that (i) if adversely determined could be reasonably expected to have a Material Adverse Effect, or (ii) seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby, written notice thereof together with such other information as may be reasonably available to Borrower to enable Lenders and their counsel to evaluate such matters;

(f) Information Regarding Collateral.  To the Collateral Agent and Administrative Agent, prompt written notice of any change (i) in Borrower’s corporate name, (ii) in Borrower’s identity or corporate structure, or (iii) in Borrower’s jurisdiction of organization.  Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for Collateral Agents to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral as contemplated in the Collateral Documents.  Borrower also agrees promptly to notify the Collateral Agent and Administrative Agent if any material portion of the Collateral is damaged or destroyed;

(g) Collateralization Ratio Calculation.  To the Collateral Agents and Administrative Agent, a certificate setting out the calculation of the Collateralization Ratio for the relevant calculation period in accordance with Section 6.13(c)(i), within three Business Days from the end of the relevant calendar week; and

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(h) Other Information.  To Administrative Agent, promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by Borrower to its security holders acting in such capacity, (ii) all regular and periodic reports and all registration statements and prospectuses, if any, filed by Borrower with any securities exchange or with the Securities and Exchange Commission or any other Governmental Authority, (iii) all press releases and other statements made available generally by Borrower to the public concerning material developments in the business of Borrower, and (iv) any amendments, waivers or modification of Article IV of the Cablevisión Shareholders’ Agreement or Article II or Article IV of the TEO Shareholders’ Agreement.

5.2. Certification of Public Information.  Borrower and each Lender acknowledge that certain of the Lenders may be Public Lenders and that any documents or notices required to be delivered pursuant to Section 5.1 or otherwise shall be distributed through IntraLinks/IntraAgency, SyndTrak or another relevant website or other information platform (the “Platform”) to Private Lenders only.

5.3. Existence.  Except as otherwise permitted under Section 6.6, Borrower will, and will cause each of its Significant Subsidiaries to, at all times preserve and keep in full force and effect its existence and all rights, qualifications, licenses, permits, Governmental Authorizations, and franchises material to its business, including, without limitation, any Governmental Authorization, license, approval or consent required by exchange control regulations to enable Borrower to punctually pay its Obligations under the Credit Documents in Dollars to the account designated by Administrative Agent; provided neither Borrower (other than with respect to existence) nor any of its Significant Subsidiaries shall be required to preserve any such existence, right or franchise, licenses and permits if Borrower’s board of directors (or similar governing body) shall determine that the preservation thereof is no longer desirable in the conduct of the business of Borrower, and that the loss thereof is not disadvantageous in any material respect to Borrower or to Lenders.

5.4. Payment of Taxes and Claims.  Borrower will, and will cause each of its Subsidiaries to, pay all Taxes imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty or fine accrues thereon, and all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such Tax or claim need be paid if it is being contested in good faith by appropriate proceedings timely instituted, so long as (a) adequate reserve or other appropriate provision, as shall be required in conformity with IFRS, shall have been made therefor, and (b) in the case of a Tax or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such Tax or claim.

5.5. Maintenance of Properties.  Borrower will, and will cause each of its Subsidiaries to, maintain or cause to be maintained in good repair, working order and condition, ordinary wear and tear excepted, all material properties used or useful in the business of Borrower and its Subsidiaries and from time to time will make or cause to be made all appropriate repairs,

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renewals and replacements thereof, where failure to do so could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

5.6. Insurance.  Borrower will maintain or cause to be maintained, with financially sound and reputable insurers, such public liability insurance, third-party property damage insurance, business interruption insurance and casualty insurance with respect to liabilities, losses or damage in respect of the assets, properties and businesses of Borrower as may customarily be carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses, in each case in such amounts (giving effect to self-insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for such Persons, where failure to do so could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

5.7. Books and Records; Inspections.  Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and accounts in which full, true and correct entries in conformity in all material respects with IFRS shall be made of all dealings and transactions in relation to its business and activities.  Borrower will, and will cause Cablevisión S.A. to, permit any authorized representatives designated by any Lender to visit and inspect any of the properties of Borrower and Cablevisión S.A., to inspect, copy and take extracts from their respective financial and accounting records, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants, all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested.

5.8. Lenders Meetings.  Borrower will, upon the request of Administrative Agent or Requisite Lenders, participate in a meeting of Administrative Agent and Lenders once during each Fiscal Year to be held at Borrower’s corporate offices (or at such other location as may be agreed to by Borrower and Administrative Agent) at such time as may be agreed to by Borrower and Administrative Agent.

5.9. Compliance with Laws.  Borrower will, and shall cause each of its Significant Subsidiaries to, comply with the requirements of all applicable Laws of any Governmental Authority (including, without limitation, all Argentine Foreign Exchange Regulations and all Environmental Laws), except to the extent that noncompliance therewith could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (or, in the case of the laws, rules, regulations and orders referred to in Section 4.23, except to the extent that noncompliance therewith is not material).

5.10. Environmental. Borrower shall promptly take, and shall cause each of its Significant Subsidiaries promptly to take, any and all actions necessary to (i) cure any violation of applicable Environmental Laws by Borrower or its Subsidiaries that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) make an appropriate response to any Environmental Claim against Borrower or any of its Subsidiaries and discharge any obligations it may have to any Person thereunder where failure to do so could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

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5.11. Further Assurances.  At any time or from time to time upon the request of Administrative Agent, Borrower will, at its expense, promptly execute, acknowledge and deliver such further documents and do such other acts and things as Administrative Agent or any Collateral Agent may reasonably request in order to effect fully the purposes of the Credit Documents.

5.12. Establishment and Maintenance of IR Account. Borrower shall ensure that, commencing on the initial Funding Date and at all times thereafter, the IR Account has a Cash balance equal to the Required IR Account Balance.  If at any time the IR Account has a Cash balance greater than the Required IR Account Balance, Borrower may, by written notice delivered to Offshore Collateral Agent, Administrative Agent and the Lenders at least three Business Days prior to the date on which Borrower wishes to effect a release of Cash in the IR Account, request that Offshore Collateral Agent release the amount of Cash set forth in such notice; provided that after any such release the Cash balance in the IR Account shall equal or exceed the Required IR Account Balance.

5.13. Sanctioned Persons; Anti-Corruption Laws.  No part of the proceeds of the Loans that have not been applied to the Acquisition will be used, directly or (to Borrower’s knowledge) indirectly, (A) for the purpose of financing any activities or business of or with any Person or in any country or territory that at such time is the subject of any Sanctions, each in violation of Sanctions; or (B) for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, each in violation of any Anti-Corruption Law. None of the Loans or any other amount due under this Agreement will be repaid with funds or assets that (i) constitute property of, or will be beneficially owned by, any Person referred to in clause (A) above or (ii) are the direct proceeds derived from any transactions that violate Sanctions applicable to any party hereto, each in violation of Sanctions.

5.14. Compliance with Argentine Foreign Exchange Regulations.  Without limitation of any other provision under the Credit Documents related to the compliance by Borrower with Argentine Foreign Exchange Regulations, Borrower shall comply with all Argentine Foreign Exchange Regulations from time to time in force and effect and relating to its obligations under the Credit Documents.

5.15 London Stock Exchange.  Borrower will use its reasonable commercial efforts to procure the listing of its GDRs on the London Stock Exchange.

5.16 Compliance with Engagement Letter Milestones.  Borrower will use its reasonable commercial efforts to achieve the Milestones in accordance with section 4 of the Engagement Letter.

SECTION 6. NEGATIVE COVENANTS

Borrower covenants and agrees that, so long as any Commitment is in effect and until payment in full of all Obligations, Borrower shall perform all covenants in this Section 6.

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6.1. Debt.

(a) Borrower shall not create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to, any Debt, except the following (collectively, “Permitted Debt”):

(i) the Obligations;

(ii) Debt identified in Schedule 6.1(a) (the “Intercompany Debt”);

(iii) Debt in an amount not exceeding $50,000,000 outstanding at any time;

(iv) Debt in an amount necessary to fund, in whole or in part, the Tender Offer with a maturity date falling after the Maturity Date; and

(v) Debt in an amount necessary to fund, in whole or in part, any Additional Acquisition with a maturity date falling after the Maturity Date.

(b) Borrower shall cause VLG not to create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to, any Debt; provided that VLG may create a Lien over any and all of its assets or properties to secure any Debt incurred by Borrower to fund, in whole or in part, the Tender Offer.

6.2. Liens.  Borrower shall not, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind of Borrower, whether now owned or hereafter acquired, or any income, profits or royalties therefrom, except (each of the Liens described in clauses 6.2(a) — (i), each, a “Permitted Lien”):

(a) Liens in favor of Collateral Agents for the benefit of Secured Parties or Liens in favor of the Account Bank granted pursuant to any Credit Document;

(b) Liens otherwise permitted under any Credit Document;

(c) Liens securing Permitted Debt;

(d) Liens for Taxes if obligations with respect to such Taxes are being contested in good faith by appropriate proceedings timely instituted and adequate reserves have been made in accordance with IFRS;

(e) statutory Liens of landlords, of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law, in each case incurred in the ordinary course of business (i) for amounts not yet overdue or (ii) for amounts that are overdue and that (in the case of any such amounts overdue for a period in excess of five days) are being contested in good faith by appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall be required by IFRS shall have been made for any such contested amounts;

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(f) rights of set-off, banker’s liens, netting arrangements and other Liens arising by operation of law or by the terms of documents of banks or other financial institutions in relation to the maintenance or administration of accounts;

(g) Liens arising out of the existence of judgments or awards in respect of which Borrower shall in good faith be prosecuting an appeal or proceedings for review and in respect of which there shall have been secured a subsisting stay of execution pending such appeal or proceedings and for which such reserve or other appropriate provisions, if any, as shall be required by IFRS shall have been made;

(h) Liens incurred in Borrower’s ordinary course of business in connection with workers compensation claims, unemployment insurance and social security benefits and Liens over property securing the performance of bids, tenders, leases and contracts in the ordinary course of business, statutory obligations, surety bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business and consistent with past practices and not exceeding $5,000,000 in the aggregate; and

(i) in addition to clause (b) above, Liens on Borrower’s Equity Interests (directly or indirectly) in Cablevisión other than (i) the Collateral and (ii) (excluding the Collateral) as of any date, the total number of Equity Interests in Cablevisión which, when multiplied by the Share Market Value, equals one times the amount of the Loan Exposure.

6.3. Restricted Junior Payments.  Borrower shall not declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment.

6.4. Restrictions on Subsidiary Distributions.  Except as provided herein, Borrower shall not create or otherwise cause or suffer to exist or become effective, and shall not vote in favor of the creation by any of its Subsidiaries, any consensual encumbrance or restriction on its ability to pay dividends or make any other distributions on any of its Equity Interests owned by Borrower that would prevent compliance with Section 6.13(b) hereof, other than as may be required under the Cablevisión Shareholders’ Agreement or, after the Merger, under the TEO Shareholders’ Agreement.

6.5. Investments.  Borrower shall not, directly or indirectly, make or own any Investment in any Person, including any Joint Venture, except the following (collectively, “Permitted Investments”):

(a) Investments in Cash and Cash Equivalents;

(b) Investments owned as of the date of this Agreement;

(c) the acquisition of the Target Shares pursuant to the Acquisition in accordance with the terms and conditions of the Call Option Agreement and other Related Agreements;

(d) any Additional Acquisition;

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(e) any contribution to any Subsidiary of Borrower in order to pay in full the outstanding Intercompany Debt as set forth in Section 2.3; and

(f) any contribution of Equity Interests in Cablevisión, or in any vehicle holding Equity Interests in Cablevisión, to any Subsidiary resulting from the VLG Split Off (as defined in the TEO Shareholders’ Agreement) or to any voting trust or similar arrangement as contemplated in the TEO Shareholders’ Agreement.

Notwithstanding the foregoing, in no event shall Borrower make any Investment which results in or facilitates in any manner any Restricted Junior Payment not otherwise permitted under the terms of Section 6.3.

6.6. Fundamental Changes; Disposition of Assets.  Borrower shall not enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), or convey, sell, lease or license, exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed (including, for the avoidance of doubt, a sale by VLG of Borrower’s ratable share of VLG’s Equity Interests in Cablevisión), except:

(a) any Subsidiary of Borrower may be merged with or into Borrower, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Borrower; provided that, in the case of such a merger, Borrower shall be the continuing or surviving Person;

(b) sales or other dispositions of Cash and Cash Equivalents in the ordinary course of business or to make payments on Permitted Debt;

(c) disposals of obsolete, worn out or surplus property;

(d) sales or other dispositions of Equity Interests held by Borrower in Cablevisión, VLG or TEO or by VLG in Cablevisión; provided that, in addition to the Collateral, Borrower shall at all times own, directly or indirectly (including through VLG), a total number of Equity Interests in Cablevisión which, when multiplied by the Share Market Value as of the relevant determination date, equals one times the amount of the Loan Exposure;

(e) any sale or dispositions required by any Governmental Authority in connection with the Merger, pursuant to the provisions of Section 13.b) of Argentine Law No. 25,156 or other applicable law;

(f) the Merger;

(g) Permitted Investments;

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(h) any contribution or transfer of Equity Interests in Cablevisión, or in any vehicle holding Equity Interests in Cablevisión, to any voting trust or similar arrangement as contemplated in the TEO Shareholders’ Agreement; and

(i) sales or other dispositions of assets that constitute Asset Sales for which the Net Asset Sale Proceeds are applied in accordance with Section 2.10(a).

6.7. Disposal of Cablevisión’s Interests.  Except for (i) any sale of the Equity Interests of Cablevisión in compliance with the provisions of Section 6.6(d), (ii) the pledge of Equity Interests of Cablevisión to Onshore Collateral Agent pursuant to the Collateral Documents, (iii) any transfer of Equity Interests in Cablevisión, or in any vehicle holding Equity Interests in Cablevisión, to a voting trust or similar arrangement as contemplated in the TEO Shareholders’ Agreement and (iv) the creation of Permitted Liens pursuant to Section 6.2, Borrower shall not, nor shall it permit VLG to, sell, assign, dispose, pledge or otherwise encumber any of Borrower’s Equity Interests of Cablevisión (or Borrower’s ratable share of VLG’s Equity Interests in Cablevisión).

6.8. Sales and Lease-Backs.  Borrower shall not directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which Borrower (a) has sold or transferred or is to sell or to transfer to any other Person (other than Borrower or any of its Subsidiaries), or (b) intends to use for substantially the same purpose as any other property which has been or is to be sold or transferred by Borrower to any Person (other than Borrower or any of its Subsidiaries) in connection with such lease.

6.9. Transactions with Shareholders and Affiliates.  Borrower shall not directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Borrower on terms that are less favorable to Borrower than those that might be obtained at the time from a Person who is not an Affiliate; provided that the foregoing restriction shall not apply to (a) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Borrower; (b) compensation arrangements for officers and other employees of Borrower entered into in the ordinary course of business; and (c) transactions described in Schedule 6.9.

6.10. Conduct of Business.  From and after the date of this Agreement, Borrower shall not engage in any business other than (i) the businesses engaged in by Borrower on the date of this Agreement and similar or related businesses, (ii) all business which is the direct result of the consummation of the Acquisition, and (iii) such other lines of business as may be consented to by Requisite Lenders.

6.11. Amendments or Waivers of Organizational Documents and Certain Related Agreements.

(a) Borrower shall not agree to any material amendment, restatement, supplement or other material modification to, or waiver of, any of its Organizational Documents or any of its material rights under any Related Agreement after the date of this

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Agreement without in each case obtaining the prior written consent of Requisite Lenders to such amendment, restatement, supplement or other modification or waiver, other than amendments required to effect the Merger.

(b) Borrower shall not agree to any amendment or other modification to any provision of Article IV of the Cablevisión Shareholders Agreement or Article IV of the TEO Shareholders Agreement, in each case if the effect of such amendment or other modification would be to render the foreclosure on the Collateral under the Cablevisión Pledge Agreement more onerous or cumbersome to Lenders than as of the date of this Agreement.

6.12. Fiscal Year.  Borrower shall not change its Fiscal Year-end from December 31.

6.13. Financial Covenants.

(a) Leverage Ratio.  Borrower shall not permit (i) the Leverage Ratio to exceed 3.00:1.00; and (ii) the CVH Leverage Ratio to exceed 3.50:1.00.

(b) Minimum Dividend Payout Ratio.  Borrower shall ensure that subject to compliance with the limitations thereon set forth in the Indenture and, following the Merger, the TEO Shareholders’ Agreement, Cablevisión pays dividends in Cash to Borrower directly or indirectly in Fiscal Year 2018 in an amount not less than the ratable amount of, calculated with reference to the portion of the total economic interests of the Equity Interests in Cablevisión held by Borrower, directly or indirectly, as of the date of the relevant dividend, (A) the aggregate amount of $150,000,000, if the Merger has not been consummated by April 30, 2018, and (B) the aggregate amount of $300,000,000, if the Merger is consummated prior to April 30, 2018; provided, however, that before or after the Merger, under no circumstances will Cablevisión be required to distribute on account of dividends any amount that would (x) exceed the amounts permitted to be distributed under Argentine law, (y) require Cablevisión  to incur Debt or (z) trigger the application of the “equalization tax” (“impuesto de igualación”) pursuant to Argentine tax law even in case the amounts are distributed under the form of provisional or anticipated dividends (“dividendos anticipados”).

(c) Minimum Collateralization Ratio.

(i) Borrower shall not permit the Collateralization Ratio, as of the last Business Day of each calendar week, beginning with the first full calendar week ending after the initial Funding Date, to be less than 2.25:1.00; provided, however, that, no breach under this Section 6.13(c) shall be deemed to have occurred if Borrower, within 10 Business Days of the testing date on which the Collateralization Ratio is determined to be less than 2.25:1.00, (i) pledges additional Equity Interests in Cablevisión, pursuant to the terms of the Cablevisión Pledge Agreement, (ii) posts or credits Cash or Cash Equivalents to the Cash Collateral Account, (iii) delivers such other collateral as may be deemed satisfactory by the Lenders, or (iv) makes a voluntary prepayment of the Loans pursuant to Section 2.9, in each case, in an amount such that the Collateralization Ratio, following such action, is not less than 2.50:1.00.

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(ii) If the Collateralization Ratio is greater than 2.50:1.00 and has been above such level for the immediately preceding five (5) Business Days, Borrower may, by written notice delivered to the Collateral Agents and Administrative Agent at least five (5) Business Days prior to the date on which Borrower wishes to effect a release of Collateral, request that the Collateral Agents release an amount of Equity Interests in Cablevisión, Cash, Cash Equivalents or any other Collateral posted by Borrower pursuant to Section 6.13(c)(i) (or any combination of the foregoing) that will result in the Collateralization Ratio equaling at least 2.50:1.00; provided that, prior to the Merger Collateral Release Date, it shall not result in the number of Equity Interests in Cablevision S.A. subject to the security interest in favor of the Secured Lenders to be less than the number of such Equity Interests subject to such security interest as of the initial Funding Date and, upon satisfaction of the foregoing conditions and receipt of written instructions from Administrative Agent (acting on the instructions of the Requisite Lenders), the Collateral Agents shall release such amount of Collateral in accordance with this clause (ii) if, as of the day of the proposed release, the Collateralization Ratio remains above 2.50:1.00.

SECTION 7. EVENTS OF DEFAULT

7.1. Events of Default.  If any one or more of the following conditions or events shall occur:

(a) Failure to Make Payments When Due.  Failure by Borrower to pay (i) when due any installment of principal of any Loan, whether at Stated Maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise; or (ii) any interest on any Loan or any fee or any other amount due hereunder within three Business Days after the due date; or

(b) Default in Other Agreements.  (i) Failure of Borrower or Cablevision to pay when due any principal of or interest on Debt in an aggregate principal amount in excess of $30,000,000, if such default continues beyond the grace period, if any, originally applicable thereto and the time for payment of such amount has not been expressly extended; or (ii) breach by Borrower or Cablevisión with respect to any other term and conditions relating to Debt in an aggregate principal amount in excess of $30,000,000, if such breach continues beyond the grace period, if any, originally applicable thereto and the time for compliance of such terms and conditions has not been expressly waived or extended, if the effect of such breach is to cause or to permit that Debt to become or be declared due and payable (or subject to a compulsory repurchase or redemption) prior to its Stated Maturity; or

(c) Breach of Certain Covenants.  Failure of Borrower to perform or comply with any term or condition contained in Section 2.3, Section 2.4(c)(ii), Section 5.3 or Section 6; or

(d) Breach of Representations, Etc.  Any representation, warranty, certification or other statement made or deemed made by Borrower in any Credit

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Document or in any statement or certificate at any time given by Borrower in writing pursuant hereto or thereto shall be false in any material respect as of the date made or deemed made; or

(e) Other Defaults Under Credit Documents.  Borrower shall default in the performance of or compliance with any term contained herein or any of the other Credit Documents, other than any such term referred to in any other paragraph of this Section 7.1, and such default shall not have been remedied or waived within forty-five days (other than a failure to comply with Section 5.1(g), which shall be fifteen (15) days) after the earlier of (i) an officer of Borrower becoming aware of such default or (ii) receipt by Borrower of notice from Administrative Agent or any Lender of such default; or

(f) Involuntary Bankruptcy; Appointment of Receiver, Etc.  (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Borrower or Cablevisión in an involuntary case under any Debtor Relief Laws now or hereafter in effect, which decree or order is not stayed, or any other similar relief shall be granted under any applicable federal or state law; (ii) an involuntary case shall be commenced against Borrower or Cablevisión under any Debtor Relief Laws now or hereafter in effect; (iii) a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Borrower or Cablevisión, or over all or a substantial part of their respective property, shall have been entered; (iv) there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Borrower or Cablevisión for all or a substantial part of its property; or (v) a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Borrower or Cablevisión, and any such event described in clause (f) shall continue for sixty days without having been dismissed, bonded or discharged; or

(g) Voluntary Bankruptcy; Appointment of Receiver, Etc.  (i) Borrower or Cablevisión shall commence a concurso preventivo, file a acuerdo preventivo extrajudicial with a court of competent jurisdiction or commence any other voluntary case concerning itself under the Argentine Bankruptcy Law or under any bankruptcy Law of any other jurisdiction, as applicable; (ii) Borrower or Cablevisión shall have an order for relief entered with respect to it or shall commence a voluntary case under any Debtor Relief Laws now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Borrower or Cablevisión shall make any assignment for the benefit of creditors; or (iii) Borrower or Cablevisión shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Borrower or Cablevisión (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 7.1(f); or

(h) Judgments and Attachments.  Any final judgment or order which are not subject to appeal or nullity (recurso de nulidad) for the payment of money in excess of $30,000,000 (to the extent not adequately covered by insurance as to which a solvent and

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unaffiliated insurance company has acknowledged coverage) shall be entered or filed against Borrower or Cablevisión or any of their respective assets and shall remain undischarged, unvacated, unbonded or unstayed for a period of 90 days (or in any event later than five days prior to the date of any proposed sale thereunder); or

(i) Dissolution.  Any order, judgment or decree shall be entered against Borrower or Cablevisión decreeing the dissolution of Borrower or Cablevisión and such order shall remain undischarged or unstayed for a period in excess of thirty days; or

(j) Collateral Documents and other Credit Documents.  At any time after the execution and delivery thereof, (i) this Agreement or any Credit Document ceases to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms hereof or thereof or the satisfaction in full of the Obligations in accordance with the terms hereof) or shall be declared null and void, or Collateral Agents shall not have or shall cease to have a valid and perfected Lien in any Collateral purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document (other than by reason of a release of Collateral in accordance with the terms hereof or thereof of the satisfaction in full of the Obligations in accordance with the terms hereof), in each case for any reason other than the failure of Administrative Agent, Collateral Agents or any Secured Party to take any action within its control, or (ii) Borrower shall contest the validity or enforceability of any Credit Document in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Credit Document to which it is a party or shall contest the validity or perfection of any Lien in any Collateral purported to be covered by the Collateral Documents,

THEN, (1) upon the occurrence of any Event of Default described in Section 7.1(f) or 7.1(g), automatically, and (2) upon the occurrence and during the continuance of any other Event of Default, at the written request of (or with the written consent of) Requisite Lenders and the giving of notice to Borrower by Administrative Agent, (A) the Commitment, if any, of each Lender shall immediately terminate; (B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Borrower: (I) the unpaid principal amount of and accrued interest on the Loans, and (II) all other Obligations; and (C) if requested in writing by the Requisite Lenders, Administrative Agent shall cause Collateral Agents to enforce any and all Liens created pursuant to Collateral Documents.

SECTION 8. AGENTS

8.1. Appointment of Agents. Citi is hereby appointed Administrative Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Citi to act as Administrative Agent in accordance with the terms hereof and the other Credit Documents.  Citi is hereby appointed Offshore Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Citi to act as Offshore Collateral Agent in accordance with the terms hereof and the other Credit Documents.  The branch of Citibank, N.A. established in

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the Republic of Argentina is hereby appointed Onshore Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes the branch of Citibank, N.A. established in the Republic of Argentina to act as Onshore Collateral Agent in accordance with the terms hereof and the other Credit Documents.  Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Credit Documents, as applicable.  The provisions of this Section 8 are solely for the benefit of Agents; and Lenders and Borrower shall have no rights as a third-party beneficiary of any of the provisions hereof.  In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders or Secured Parties, as applicable, and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Borrower or any of its Subsidiaries.

8.2. Powers and Duties.  Each Lender irrevocably authorizes each Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto.  Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Credit Documents.  As to those duties and responsibilities not expressly specified herein or in the other Credit Documents, each Agent shall be entitled to refrain from acting until it has received written approval from the Lenders in accordance with Section 9.5, including when a Default or Event of Default has occurred and is continuing. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees.  No Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender or any other Person; and nothing herein or any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein.

8.3. General Immunity.

(a) No Responsibility for Certain Matters.  No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to Lenders or by or on behalf of Borrower to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of Borrower or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing.  Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the component amounts thereof.

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(b) Exculpatory Provisions.  No Agent nor any of its officers, partners, directors, employees, agents, sub-agents or affiliates shall be liable to Lenders for any action taken or omitted by any Agent under or in connection with any of the Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction.  Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection herewith or any of the other Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 9.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions, including for the avoidance of doubt refraining from any action that, in its opinion or the opinion of its counsel, may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law.  Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Borrower and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or (where so instructed) refraining from acting hereunder or under any of the other Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 9.5). An Agent shall not be responsible for the actions of any sub-agent or Affiliate appointed by such Agent in accordance with the provisions of this Agreement.

(c) Delegation of Duties. Each Agent may perform any and all of its duties and exercise its rights and powers under this Agreement or under any other Credit Document by or through any one or more sub-agents appointed by such Agent. Each Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory, indemnification and other provisions of this Section 8.3 and of Section 8.6 shall apply to any the Affiliates of an Agent and shall apply to their respective activities in connection with the syndication of the credit facility provided for herein as well as activities as an Agent.  All of the rights, benefits, and privileges (including the exculpatory and indemnification provisions) of this Section 8.3 and of Section 8.6 shall apply to any such sub-agent and to the Affiliates of any such sub-agent, and shall apply to their respective activities as sub-agent as if such sub-agent and Affiliates were named herein.  Notwithstanding anything herein to the contrary, with respect to each sub-agent appointed by an Agent, (i) such sub-agent shall be a third-party beneficiary under this Agreement with respect to all such rights, benefits and privileges (including exculpatory rights and rights to indemnification) and shall have all of the rights and benefits of a third-party beneficiary, including an independent right of action to enforce such rights, benefits and privileges (including exculpatory rights and rights to

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indemnification) directly, without the consent or joinder of any other Person, against any or all of Borrower and the Lenders, (ii) such rights, benefits and privileges (including exculpatory rights and rights to indemnification) shall not be modified or amended without the consent of such sub-agent, and (iii) such sub-agent shall only have obligations to the Agent that appointed such sub-agent and not to Borrower, Lender or any other Person and none of Borrower, a Lender or any other Person shall have any rights, directly or indirectly, as a third-party beneficiary or otherwise, against such sub-agent.

8.4. Agents Entitled to Act as Lender.  The agency hereby created shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon, any Agent in its individual capacity as a Lender hereunder.  With respect to its participation in the Loans, each Agent shall have the same rights and powers hereunder as any other Lender and may exercise the same as if it were not performing the duties and functions delegated to it hereunder, and the term “Lender” shall, unless the context clearly otherwise indicates, include each Agent in its individual capacity.  Any Agent and its Affiliates may accept deposits from, lend money to, own securities of, and generally engage in any kind of banking, trust, financial advisory or other business with Borrower or any of its Affiliates as if it were not performing the duties specified herein, and may accept fees and other consideration from Borrower for services in connection therewith and otherwise without having to account for the same to Lenders.

8.5. Lenders’ Representations, Warranties and Acknowledgment.

(a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Borrower and its Subsidiaries in connection with the Loans hereunder and entering into this Agreement, and that it has made and shall continue to make its own appraisal of the creditworthiness of Borrower and its Subsidiaries.  No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.

(b) Each Lender, (i) by delivering its signature page to this Agreement or an Assignment Agreement, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the date of this Agreement or on any  Funding Date, and (ii) by funding its Loan on the initial Funding Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the initial Funding Date.

8.6. Right to Indemnity.  Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent, to the extent that such Agent shall not have been reimbursed by Borrower, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such

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Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement, the other Credit Documents, or the use of proceeds of the Loans; provided that no Lender shall be liable to an Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction.  If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further that this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

8.7. Successor Administrative Agent and Collateral Agent.

(a) Administrative Agent shall have the right to resign at any time by giving prior written notice thereof to Lenders and Borrower. Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrower and Administrative Agent and signed by Requisite Lenders. Administrative Agent’s resignation shall become effective on the earliest of (i) 30 days after delivery of the notice of resignation (regardless of whether a successor has been appointed or not), (ii) the acceptance of an appointment as Administrative Agent hereunder by a successor Administrative Agent, or (iii) such other date, if any, agreed to by the Requisite Lenders.  Upon any such notice of resignation or any such removal, Requisite Lenders shall have the right, upon ten Business Days’ notice to Borrower, to appoint a successor Administrative Agent, which shall be reasonably acceptable to Borrower.  If Requisite Lenders have not appointed a successor Administrative Agent, Requisite Lenders shall be deemed to have succeeded to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent. If the Requisite Lenders shall not have appointed a successor Administrative Agent by the date which is 20 days after delivery of a retiring Administrative Agent’s notice of resignation, such retiring Administrative Agent may (but shall not be required to) petition a court of competent jurisdiction for the appointment of a successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) or removed Administrative Agent and the retiring (or retired) or removed Administrative Agent shall promptly transfer to such successor Administrative Agent all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, which records or other documents the retiring (or retired) or removed Administrative Agent then has in its possession. Upon the effectiveness of any resignation or removal of an Administrative Agent pursuant to this Section, such retiring or removed Administrative Agent shall be discharged from its duties

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and obligations hereunder.  Any resignation or removal pursuant to this Section 8.7 of an Administrative Agent that is also acting as Offshore Collateral Agent shall also constitute its resignation as Offshore Collateral Agent and the provisions of Section 8.7(b) below shall apply.  After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Agreement and the Credit Documents shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder.  Any successor Administrative Agent appointed pursuant to this Section 8.7 shall, upon its acceptance of such appointment, become the successor Offshore Collateral Agent for all purposes hereunder.

(b) In addition to the foregoing, any Collateral Agent may resign at any time by giving prior written notice thereof to Lenders and Borrower. Any Collateral Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrower and such Collateral Agent signed by Requisite Lenders.  The resignation of any Collateral Agent shall become effective on the earliest of (i) 30 days after delivery of the notice of resignation (regardless of whether a successor has been appointed or not), (ii) the acceptance of an appointment as a Collateral Agent hereunder by a successor Collateral Agent, or (iii) such other date, if any, agreed to by the Requisite Lenders.  Upon any such notice of resignation or any such removal, Requisite Lenders shall have the right, upon ten Business Days’ notice to Administrative Agent, to appoint a successor Collateral Agent, which shall be reasonably acceptable to Borrower.  If the Requisite Lenders shall not have appointed a successor Collateral Agent by the date which is 30 days after delivery of a retiring Collateral Agent’s notice of resignation, such retiring Collateral Agent may (but shall not be required to) petition a court of competent jurisdiction for the appointment of a successor Collateral Agent. Until a successor Collateral Agent is so appointed by Requisite Lenders or a court of competent jurisdiction, any collateral security held by such Collateral Agent on behalf of the Secured Parties under any of the Credit Documents shall continue to be held by the retiring Collateral Agent as nominee until such time as a successor Collateral Agent is appointed.  Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Collateral Agent under this Agreement and the Credit Documents, and the retiring or removed Collateral Agent under this Agreement shall promptly (i) transfer to such successor Collateral Agent all sums, Securities and other items of Collateral held hereunder or under the Credit Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Collateral Agent under this Agreement and the Credit Documents, which records or other documents the retiring or removed Collateral Agent then has in its possession, and (ii) execute and deliver to such successor Collateral Agent or otherwise authorize the filing of such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Collateral Agent of the security interests created under the Credit Documents, whereupon such retiring or removed Collateral Agent shall be discharged from its duties and obligations under this Agreement and the Credit Documents.  After any retiring or removed Collateral Agent’s resignation or removal hereunder as a Collateral Agent, the provisions of this Agreement and the Credit Documents shall inure to

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its benefit as to any actions taken or omitted to be taken by it under this Agreement or the Credit Documents while it was a Collateral Agent hereunder.

8.8. Collateral Documents.

(a) Agents under Collateral Documents.  Each Secured Party hereby further authorizes Administrative Agent and Collateral Agents, as applicable, on behalf of and for the benefit of Secured Parties, to be the agent for and representative of Secured Parties with respect to the Collateral and the Collateral Documents.  Subject to Section 9.5, without further written consent or authorization from any Secured Party, Administrative Agent or any Collateral Agent, as applicable may execute any documents or instruments necessary, in connection with a sale or disposition of assets permitted by this Agreement, to release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition of assets or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 9.5) have otherwise consented.

(b) Right to Realize on Collateral.  Anything contained in any of the Credit Documents to the contrary notwithstanding, Borrower, Administrative Agent, Collateral Agents and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Credit Documents may be exercised solely by Administrative Agent or Collateral Agents, as applicable, for the benefit of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by Collateral Agents for the benefit of the Secured Parties in accordance with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement action by a Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, such Collateral Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code,) may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and such Collateral Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, upon instructions from Requisite Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by such Collateral Agent at such sale or other disposition.

(c) Collateral Agents shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of Collateral Agents’ Liens thereon, or any certificate prepared by Borrower in connection therewith, nor shall Collateral Agents be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

8.9. Withholding Taxes.  To the extent required by any applicable law, Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable

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withholding Tax.  If any Governmental Authority asserts a claim that Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding Tax ineffective or for any other reason, or if Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding tax from such payment, such Lender shall indemnify Administrative Agent fully for all amounts paid, directly or indirectly, by Administrative Agent as Tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred.

8.10. Special Provision regarding Onshore Collateral Agent. Onshore Collateral Agent shall not be liable for failure to perform any of its obligations under this Agreement or any of the other Credit Documents where such failure is due to any of the following: restrictions on transfer and/or conversion of the relevant currency, confiscation, expropriation, nationalization, acts of war, civil riot or insurrection, acts by any governmental or similar agency (de jure or de facto), or other cases of force majeure or circumstances beyond Onshore Collateral Agent´s control. Only the assets of Onshore Collateral Agent shall be used for the purpose of meeting its obligations under this Agreement and the other Credit Documents.  No office or branch of Citibank, N.A. (including its head office in the United States) other than the branch of Citibank N.A. established in the Republic of Argentina, and no entity or Person affiliated and/or related to Citibank N.A., shall be liable for performance of the obligations of Onshore Collateral Agent under this Agreement and the other Credit Documents. Accordingly, Borrower, each of the Lenders, Administrative Agent and Offshore Collateral Agent hereby expressly waive any right to look to or seek payment from or at any office, branch or affiliate of Citibank, N.A. outside of Argentina.

SECTION 9. MISCELLANEOUS

9.1. Notices.

(a) Notices Generally.  Any notice or other communication herein required or permitted to be given to Borrower, any Collateral Agent or Administrative Agent, shall be sent to such Person’s address as set forth on Appendix B or in the other relevant Credit Document, and in the case of any notice or communications to any Lender, shall be sent to such Lender’s address as indicated on Appendix B or otherwise indicated to Administrative Agent in writing.  Except as otherwise set forth in paragraph (b) below, each notice hereunder shall be in writing and may be personally served or sent by e-mail or telefacsimile (except for any notices sent to Administrative Agent or Collateral Agents) or airmail or courier service and shall be deemed to have been given when delivered in person or by courier service and signed for against receipt thereof, upon receipt of the e-mail or telefacsimile, or three Business Days after depositing it in the mail with postage prepaid and properly addressed; provided that no notice to any Agent shall be effective until received by such Agent; provided further that any such notice or other communication shall at the request of any Agent be provided to any sub-agent appointed pursuant to Section 8.3(c) or Affiliate as designated by such Agent from time to time.

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(b) Electronic Communications.

(i) Funding Notices and other communications to any Agent and Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites, including the Platform) pursuant to procedures approved by Administrative Agent in writing; provided that the foregoing shall not apply to notices to any Agent or any Lender pursuant to Section 2 if such Person has notified Administrative Agent and Borrower in writing that it is incapable of receiving notices under such Section by electronic communication.  Administrative Agent, any Collateral Agent or Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.  Unless Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgment); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(ii) Borrower understands that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution and agrees and assumes the risks associated with such electronic distribution, except to the extent caused by the willful misconduct or gross negligence of Administrative Agent, as determined by a final, non-appealable judgment of a court of competent jurisdiction.

(iii) The Platform and any Approved Electronic Communications are provided “as is” and “as available”.  None of Agents or any of their respective officers, directors, employees, agents, advisors or representatives (the “Agent Affiliates”) warrant the accuracy, adequacy, or completeness of the Approved Electronic Communications or the Platform and each expressly disclaims liability for errors or omissions in the Platform and the Approved Electronic Communications, except to the extent caused by the willful misconduct or gross negligence of Administrative Agent or any Agent Affiliate, as determined by a final, non-appealable judgment of a court of competent jurisdiction.  No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects is made by the Agents or the Agent Affiliates in connection with the Platform or the Approved Electronic Communications, except in each case to the extent caused by the willful misconduct or gross negligence of Administrative Agent or any Agent Affiliate, as determined by a final, non-appealable judgment of a court of competent jurisdiction.

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(iv) Borrower, each Lender, and each Agent agrees that Administrative Agent may, but shall not be obligated to, store any Approved Electronic Communications on the Platform in accordance with Administrative Agent’s customary document retention procedures and policies.

(c) Private-Side Information Contacts.  Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, to make reference to information that is not otherwise made available through the “Public-Side Information” portion of the Platform and that may contain Private-Side Information.  In the event that any Public Lender has determined for itself to not access any information disclosed through the Platform or otherwise, such Public Lender acknowledges that (i) other Lenders may have availed themselves of such information and (ii) neither Borrower nor any Agent has any responsibility for such Public Lender’s decision to limit the scope of the information it has obtained in connection with this Agreement and the other Credit Documents.

9.2. Expenses.  Whether or not the transactions contemplated hereby shall be consummated, Borrower agrees to pay promptly, but in any event within ten (10) days, (a) all the actual reasonable and documented costs and expenses incurred in connection with the negotiation, preparation and execution of the Credit Documents (to the extent set forth in separate writings with any Agent and with the Lenders as of the date hereof) and any consents, amendments, waivers or other modifications thereto; (b) all the costs of furnishing all opinions by counsel for Borrower; (c) the reasonable and documented fees, expenses and disbursements of counsel to Agents up to the amount separately agreed with the Agents in connection with the negotiation, preparation, execution and administration of the Credit Documents and any consents, amendments, waivers or other modifications thereto and any other documents or matters requested by Borrower; (d) all the actual reasonable and documented costs and expenses of creating, perfecting, recording, maintaining and preserving Liens in favor of Collateral Agent, for the benefit of Secured Parties, including filing and recording fees, expenses, stamp or documentary Taxes, search fees, title insurance premiums, and reasonable and documented fees, expenses and disbursements of counsel to each Agent in connection with the foregoing, including any opinions that any Agent or Requisite Lenders may request in respect of the Collateral or the Liens created pursuant to the Collateral Documents, in each case up to such amount as may be separately agreed by Borrower and the Agents; (e) all the actual reasonable and documented costs, fees, expenses and disbursements of any of the Borrower’s auditors, accountants, consultants or appraisers; and (f) after the occurrence of a Default or an Event of Default, all costs and expenses, including reasonable attorneys’ fees, incurred by any Agent and Lenders in enforcing any Obligations of or in collecting any payments due from Borrower hereunder or under the other Credit Documents by reason of such Default or Event of Default (including in connection with the sale, lease or license of, collection from, or other realization upon any of the Collateral).

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9.3. Indemnity.

(a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall be consummated, Borrower agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Agent and Lender and each of their respective officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents and affiliates (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided that Borrower shall have no obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise directly from the gross negligence or willful misconduct of such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction; provided, however, that in no event will Borrower have any liability for any indirect, consequential, special or punitive damages in connection with or as a result of Borrower’s activities related to this Agreement, any Credit Document, or the transactions contemplated hereby or thereby or referred to herein or therein.  To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they are in violation of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. This Section 9.3(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(b) To the extent permitted by applicable law, Borrower shall not assert, and Borrower hereby waives, any claim against each Lender and each Agent and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any other Credit Document, the transactions contemplated hereby or thereby, any Loan, or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and Borrower hereby waives, releases and agrees not to sue upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

(c) Borrower also agrees that no Lender or Agent nor their respective Affiliates, directors, employees, attorneys, agents or sub-agents will have any liability to Borrower or any person asserting claims on behalf of or in right of Borrower or any other person in connection with or as a result of this Agreement or any other Credit Document, the transactions contemplated hereby or thereby, any Loan, or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, in each case, except to the extent that any losses, claims, damages, liabilities or expenses incurred by Borrower or its affiliates, employees, directors, shareholders, partners or other equity holders have been found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of such Lender or Agent or their respective Affiliates, directors, employees, attorneys, agents or sub-agents in performing its obligations under this Agreement or any Credit Document or the transactions contemplated hereby or thereby or referred to herein or therein; provided, however, that in no event will such Lender or Agent, or their respective

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Affiliates, directors, employees, attorneys, agents or sub-agents, have any liability for any indirect, consequential, special or punitive damages in connection with or as a result of such Lender’s or Agent’s, or their respective Affiliates’, directors’, employees’, attorneys’, agents’ or sub-agents’ activities related to this Agreement, any Credit Document, or the transactions contemplated hereby or thereby or referred to herein or therein.

9.4. Set-Off.  In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence of any Event of Default each Lender is hereby authorized by Borrower at any time or from time to time, without notice to Borrower or to any other Person (other than written notice  to Administrative Agent), any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, including Debt evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Debt at any time held or owing by such Lender or any of its Affiliates to or for the credit or the account of Borrower against and on account of the Obligations of Borrower owed to such Lender hereunder and under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto and participations therein or with any other Credit Document, irrespective of whether or not such Lender shall have made any demand hereunder; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to Administrative Agent for further application in accordance with the provisions of Sections 2.13 and 2.18 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff.  The rights of each Lender and its respective Affiliates under this Section 9.4 are in addition to other rights and remedies (including other rights of setoff) that such Lender or their respective Affiliates may have.

9.5. Amendments and Waivers.

(a) Requisite Lenders’ Consent.  Subject to the additional requirements of Sections 9.5(b), 9.5(c) and 9.5(d), no amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by Borrower therefrom, shall in any event be effective without the written concurrence of Requisite Lenders; provided that Administrative Agent may, with the consent of Borrower only, amend, modify or supplement this Agreement or any other Credit Document to cure any ambiguity, omission, defect or inconsistency (as reasonably determined by Administrative Agent), so long as such amendment, modification or supplement does not adversely affect the rights of any Lender or the Lenders shall have received at least five Business Days’ prior written notice thereof and Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Requisite Lenders stating that the Requisite Lenders object to such amendment.

(b) Affected Lenders’ Consent.  Without the written consent of each Lender that would be directly and adversely affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:

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(i) extend the scheduled final maturity of any Loan;

(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);

(iii) reduce the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.6) or any fee payable hereunder;

(iv) extend the time for payment of any such interest or fees;

(v) reduce the principal amount of any Loan;

(vi) amend, modify, terminate or waive any provision of this Section 9.5(b), Section 9.5(c) or any other provision of this Agreement that expressly provides that the consent of all Lenders is required;

(vii) amend the definition of “Requisite Lenders” or “Pro Rata Share”;

(viii) release all or substantially all of the Collateral except as expressly provided in the Credit Documents and except in connection with a “credit bid” undertaken by a Collateral Agent at the direction of the Requisite Lenders pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code or other sale or disposition of assets in connection with an enforcement action with respect to the Collateral permitted pursuant to the Credit Documents (in which case only the consent of the Requisite Lenders will be needed for such release); or

(ix) consent to the assignment or transfer by Borrower of any of its rights and obligations under any Credit Document.

(c) Other Consents.  No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by Borrower therefrom, shall:

(i) increase the Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided that no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in the Commitment of any Lender;

(ii) alter the required application of any repayments or prepayments pursuant to Section 2.11 without the consent of the Requisite Lenders; or

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(iii) amend, modify, terminate or waive any provision of the Credit Documents as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent.

(d) Conditions Precedent.  Without the written consent of each Lender, no amendment, modification, termination, or consent with respect to any of the conditions precedent set forth in Sections 3.1 or 3.2 shall be effective.

(e) Execution of Amendments, Etc.  Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender.  Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given.  No notice to or demand on Borrower in any case shall entitle Borrower to any other or further notice or demand in similar or other circumstances.  Any amendment, modification, termination, waiver or consent effected in accordance with this Section 9.5 shall be binding upon each Lender at the time outstanding, each future Lender and, if signed by a Borrower, on Borrower.

9.6. Successors and Assigns; Participations.

(a) Generally.  This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the successors and assigns of Agents and Lenders.  None of Borrower’s rights or obligations hereunder nor any interest therein may be assigned or delegated by Borrower without the prior written consent of all Lenders.  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, Affiliates and sub-agents of Agents and Lenders and other Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Register.  Borrower, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case, unless and until recorded in the Register following receipt of a fully executed Assignment Agreement effecting the assignment or transfer thereof in accordance with this Agreement, any required forms and certificates regarding tax matters, and any fees payable in connection with such assignment, as provided in Section 9.6(d).  Each assignment shall be recorded in the Register promptly following receipt by Administrative Agent of the fully executed Assignment Agreement and all other necessary documents and approvals, prompt notice thereof shall be provided to Borrower and a copy of such Assignment Agreement shall be maintained, as applicable.  The date of such recordation of a transfer shall be referred to herein as the “Assignment Effective Date.”  Any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent,

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is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.

(c) Right to Assign.  Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or outstanding Loans owing to it or other Obligations (provided, however, that pro rata assignments shall not be required and each assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any applicable Loan and any related Commitments):

(i) to any Person meeting the criteria of clause (i) of the definition of the term “Eligible Assignee” upon five Business Days’ advanced written notice to Borrower and Administrative Agent; and

(ii) to any Person meeting the criteria of clause (ii) or clause (iii) of the definition of the term “Eligible Assignee” upon ten Business Days’ advanced written notice to Borrower and Administrative Agent and with the prior written consent of each of Borrower and Administrative Agent (such consent not to be (x) other than in the case of any Eligible Assignee that is not a commercial bank, unreasonably withheld or delayed or, (y) required at any time an Event of Default shall have occurred and then be continuing);

provided further that each such assignment pursuant to Section 9.6(c)(ii) shall be in an aggregate amount of not less than (A) $20,000,000, (B) such lesser amount as agreed to by Borrower and Administrative Agent in its sole discretion, or (C) the aggregate outstanding amount of the Loans of the assigning Lender.

(d) Mechanics.

(i) Assignments and assumptions of Loans and Commitments by Lenders shall be effected by manual execution and delivery to Administrative Agent of an Assignment Agreement.  Assignments made pursuant to the foregoing provision shall be effective as of the Assignment Effective Date.  In connection with all assignments there shall be delivered to Administrative Agent payment of a registration and processing fee of $3,000.

(ii) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of Borrower and Administrative Agent, the applicable Pro Rata Share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to Agents and each other Lender hereunder (and interest accrued

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thereon), and (y) acquire (and fund as appropriate) its full Pro Rata Share of all Loans.  Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

(e) Representations and Warranties of Assignee.  Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments and Loans, as the case may be, represents and warrants as of the date of this Agreement or as of the Assignment Effective Date, respectively, that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments or loans such as the applicable Commitment or Loans, as the case may be; and (iii) it will make or invest in, as the case may be, its Commitment or Loans for its own account in the ordinary course and without a view to distribution of such Commitment or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 9.6, the disposition of such Commitment or Loans or any interests therein shall at all times remain within its exclusive control); and (iv) it will not provide any information obtained by it in its capacity as a Lender to Borrower or any Affiliate of Borrower.

(f) Effect of Assignment.  Subject to the terms and conditions of Section 9.6, as of the Assignment Effective Date (i) the assignee thereunder shall have the rights and obligations of a “Lender” hereunder to the extent of its interest in the Loans and Commitments as reflected in the Register and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender thereunder shall, solely to the extent that its rights and obligations hereunder have been assigned to the assignee, relinquish its rights (other than any rights which survive the termination hereof under Section 9.8) and be released from its obligations hereunder (and, in the case of an assignment covering all or the remaining portion of an assigning Lender’s rights and obligations hereunder, such Lender shall cease to be a party hereto on the Assignment Effective Date; provided that anything contained in any of the Credit Documents to the contrary notwithstanding, such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to matters arising prior to the Assignment Effective Date out of the prior involvement of such assigning Lender as a Lender hereunder); and (iii) the Commitments shall be modified to reflect any Commitment of such assignee and any Commitment of such assigning Lender, if any.

(g) Participations.

(i) Each Lender shall have the right at any time to sell one or more participations to any Person (other than (x) Borrower, any of its Subsidiaries or any of its Affiliates, (y) any natural person, and (z) any other entity that is not a Lender, an Affiliate of a Lender, a Related Fund of a Lender or a commercial bank unless an Event of Default has occurred and is continuing) in all or any part of its Commitment, Loans or in any other Obligation owed to it. Each Lender that sells a participation pursuant to this Section 9.6(g) shall, acting solely for U.S. federal income tax purposes as a non-fiduciary agent

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of Borrower, maintain a register on which it records the name and address of each participant and the principal amounts (and stated interest) of each participant’s participation interest with respect to the Loan (each, a “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any participant or any information relating to a participant’s interest in any Commitment, Loans or its other obligations under this Agreement) except to the extent that the relevant parties, acting reasonably and in good faith, determine that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. Any such recordation shall be conclusive and binding on Borrower and each Lender, absent manifest error; provided that failure to make any such recordation, or any error in such recordation, shall not affect Borrower’s Obligations in respect of any Loan. Unless otherwise required by the U.S. Internal Revenue Service, any disclosure required by the foregoing sentence shall be made by the relevant Lender directly and solely to the U.S. Internal Revenue Service.  The entries in the Participant Register shall be prima facie evidence of, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of, a participation with respect to the Loan for all purposes under this Agreement, notwithstanding any notice to the contrary.

(ii) The holder of any such participation, other than an Affiliate of the Lender granting such participation, shall not be entitled to require such Lender to take or omit to take any action hereunder except with respect to any amendment, modification or waiver that would (A) extend the final scheduled maturity of any Loan in which such participant is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (B) consent to the assignment or transfer by Borrower of any of its rights and obligations under this Agreement or (C) release all or substantially all of the Collateral under the Collateral Documents (except as expressly provided in the Credit Documents and as described in Section 9.5(b)(viii)) supporting the Loans hereunder in which such participant is participating.

(iii) Borrower agrees that each participant shall be entitled to the benefits of Section 2.14(c) and 2.16 to the same extent as if it were a Lender and had acquired its participation pursuant to paragraph (c) of this Section; provided that (x) a participant shall not be entitled to a greater payment under Sections 2.14(c) and 2.16 with respect to any participation than its participating Lender would have been entitled to receive in the absence of such participation; (y) such participant shall not be entitled to any benefits under Section 2.16 unless Borrower is notified of the participation sold to such participant and such participant agrees, for the benefit of Borrower, to comply with

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Section 2.16 as though it were a Lender; and (z) such participant agrees to be subject to the provisions of Sections 2.17 and 2.19 as if it were an assignee.

(h) Certain Other Assignments and Participations.  In addition to any other assignment or participation permitted pursuant to this Section 9.6, any Lender may assign, pledge and/or grant a security interest in all or any portion of its Loans, the other Obligations owed by or to such Lender to secure obligations of such Lender to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors and any operating circular issued by such Federal Reserve Bank; provided that no Lender, as between Borrower and such Lender or between an Agent and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided further that in no event shall the applicable Federal Reserve Bank be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder.

9.7. Independence of Covenants.  All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

9.8. Survival of Representations, Warranties and Agreements.  All representations, warranties and agreements made herein shall survive the execution and delivery hereof and the making of any Loan.  Notwithstanding anything herein or implied by law to the contrary, the agreements of Borrower set forth in Sections 2.15, 2.16, 9.2, 9.3 and 9.4 and the agreements of Lenders set forth in Sections 2.13, 8.3(b) and 8.6 shall survive the payment of the Loans and the termination hereof.

9.9. No Waiver; Remedies Cumulative.  No failure or delay on the part of any Agent or any Lender in the exercise of any power, right or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege.  The rights, powers and remedies given to each Agent and each Lender hereby are cumulative and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any statute or rule of law or in any of the other Credit Documents.  Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.

9.10. Marshalling; Payments Set Aside.  No Agent or Lender shall be under any obligation to marshal any assets in favor of Borrower or any other Person or against or in payment of any or all of the Obligations.  To the extent that Borrower makes a payment or payments to Administrative Agent or Lenders (or to Administrative Agent, on behalf of Lenders), or any Agent or Lender enforces any security interests or exercises any right of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required

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to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

9.11. Severability.  In case any provision in or obligation hereunder or under any other Credit Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

9.12. Obligations Several; Independent Nature of Lenders’ Rights.  The obligations of Lenders hereunder are several and no Lender shall be responsible for the obligations or Commitment of any other Lender hereunder.  Nothing contained herein or in any other Credit Document, and no action taken by Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders as a partnership, an association, a joint venture or any other kind of entity. The amounts payable at any time hereunder to each Lender shall be a separate and independent debt, and each Lender shall be entitled to protect and enforce its rights arising out hereof and it shall not be necessary for any other Lender to be joined as an additional party in any proceeding for such purpose.

9.13. Headings.  Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

9.14. APPLICABLE LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST) SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK.

9.15. CONSENT TO JURISDICTION.  (a) SUBJECT TO CLAUSE (E) OF THE FOLLOWING SENTENCE, ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT DOCUMENTS, OR ANY OF THE OBLIGATIONS HEREUNDER, SHALL BE BROUGHT IN ANY FEDERAL COURT OF THE UNITED STATES OF AMERICA SITTING IN THE BOROUGH OF MANHATTAN OR, IF THAT COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION, IN ANY STATE COURT LOCATED IN THE CITY AND COUNTY OF NEW YORK.  BY EXECUTING AND DELIVERING THIS AGREEMENT, BORROWER, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (A) ACCEPTS GENERALLY AND UNCONDITIONALLY THE EXCLUSIVE (SUBJECT TO CLAUSE (E) BELOW) JURISDICTION AND VENUE OF SUCH COURTS; (B) WAIVES ANY DEFENSE OF

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FORUM NON CONVENIENS; (C) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO BORROWER’S AGENT AT ITS ADDRESS PROVIDED IN SECTION 9.15(b) BELOW, (D) AGREES THAT SERVICE AS PROVIDED ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER BORROWER IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (E) AGREES THAT AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST BORROWER IN THE COURTS OF ANY OTHER JURISDICTION IN CONNECTION WITH THE EXERCISE OF ANY RIGHTS AGAINST ANY COLLATERAL OR THE ENFORCEMENT OF ANY JUDGMENT, AND HEREBY SUBMITS TO THE JURISDICTION OF, AND CONSENTS TO VENUE IN, ANY SUCH COURT.

(b) Borrower hereby appoints CT Corporation System, with an office at 111 Eighth Avenue — 13th Floor, New York, New York 10011, as its agent for service of process in any matter related to this Agreement or the other Credit Documents and shall provide written evidence to the Agents and the Lenders of acceptance of such appointment by such agent on or prior to the initial Funding Date.

(c) Borrower hereby irrevocably waives, to the fullest extent it may effectively do so, in connection with any legal action or proceeding arising out of or in connection with the Agreement or any other Credit Document (collectively, “Proceedings”) instituted against Borrower in Argentina (i) the right to demand that any Agent or Lender posts a performance bond or guarantee (excepción de arraigo) and (ii) the right to challenge without cause the presiding judge or any other member of the court having jurisdiction over any such Proceedings.

9.16. WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.  EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS.  EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS

83

FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 9.16 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER.  IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

9.17. Confidentiality.  Each Agent and each Lender shall hold all non-public information regarding Borrower, its Subsidiaries and Affiliates and their businesses identified as such by Borrower and obtained by such Agent or such Lender pursuant to the transactions contemplated herein in accordance with such Agent’s and such Lender’s customary procedures for handling confidential information of such nature, it being understood and agreed by Borrower that, in any event, Administrative Agent may disclose such information to the Lenders and each Agent and each Lender and each Agent may make (i) disclosures of such information to Affiliates of such Lender or Agent and to their respective officers, directors, partners, members, employees, legal counsel, independent auditors and other advisors, experts or agents who need to know such information and on a confidential basis (and to other Persons authorized by a Lender or Agent to organize, present or disseminate such information in connection with disclosures otherwise made in accordance with this Section 9.17), (ii) disclosures of such information reasonably required by any potential or prospective assignee, transferee or participant in connection with the contemplated assignment, transfer or participation of any Loans or any participations therein or by any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to Borrower and its obligations (provided that such assignees, transferees, participants, counterparties and advisors are advised of and agree to be bound by either the provisions of this Section 9.17 or other provisions at least as restrictive as this Section 9.17), (iii) disclosure to any rating agency when required by it; provided that, prior to any disclosure, such rating agency shall undertake in writing to preserve the confidentiality of any confidential information relating to Borrower, its Subsidiaries and Affiliates and their businesses received by it from any Agent or any Lender, (iv) disclosure on a confidential basis to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Loans, (v) disclosures in connection with the exercise of any remedies hereunder or under any other Credit Document, (vi) disclosures made pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case such Person agrees to inform Borrower promptly thereof to the extent not prohibited by law) and (vii) disclosures made upon the request or demand of any regulatory or quasi-regulatory authority purporting to have jurisdiction over such Person or any of its Affiliates.  In addition, each Agent and each Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to Agents and Lenders in connection with the administration and management of this Agreement and the other Credit Documents.

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9.18. Usury Savings Clause.  Notwithstanding any other provision herein, the aggregate interest rate charged with respect to any of the Obligations, including all charges or fees in connection therewith deemed in the nature of interest under applicable law, shall not exceed the Highest Lawful Rate.  If the rate of interest (determined without regard to the preceding sentence) under this Agreement at any time exceeds the Highest Lawful Rate, the outstanding amount of the Loans made hereunder shall bear interest at the Highest Lawful Rate until the total amount of interest due hereunder equals the amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect.  In addition, if when the Loans made hereunder are repaid in full the total interest due hereunder (taking into account the increase provided for above) is less than the total amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect, then to the extent permitted by law, Borrower shall pay to Administrative Agent an amount equal to the difference between the amount of interest paid and the amount of interest which would have been paid if the Highest Lawful Rate had at all times been in effect.  Notwithstanding the foregoing, it is the intention of Lenders and Borrower to conform strictly to any applicable usury laws.  Accordingly, if any Lender contracts for, charges, or receives any consideration which constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled automatically and, if previously paid, shall at such Lender’s option be applied to the outstanding amount of the Loans made hereunder or be refunded to Borrower.

9.19. Effectiveness; Counterparts.  This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt by Borrower and Administrative Agent of written notification of such execution and authorization of delivery thereof.  This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic format (i.e., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.

9.20. PATRIOT Act.  Each Lender and Administrative Agent (for itself and not on behalf of any Lender) hereby notifies Borrower that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies Borrower, which information includes the name and address of Borrower and other information that will allow such Lender or Administrative Agent, as applicable, to identify Borrower in accordance with the PATRIOT Act.

9.21. Electronic Execution of Assignments.  The words “execution,” “signed,” “signature,” and words of like import in any Assignment Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

9.22. No Fiduciary Duty.  Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict

85

with those of Borrower, its stockholders and/or their affiliates.  Borrower agrees that nothing in the Credit Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and Borrower, its stockholders or its affiliates, on the other.  Borrower acknowledges and agrees that (i) the transactions contemplated by the Credit Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between Lenders, on the one hand, and Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of Borrower, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise Borrower, its stockholders or its Affiliates on other matters) or any other obligation to Borrower except the obligations expressly set forth in the Credit Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of Borrower, its management, stockholders, creditors or any other Person.  Borrower acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto.  Borrower agrees that it will not claim that any Lender owes a fiduciary or similar duty to Borrower, in connection with such transaction or the process leading thereto.

9.23. Obligation to Make Payment in Dollars; Judgment Currency.  The obligation of Borrower to make payments in Dollars of the principal of and interest on the Loans and any other amounts due hereunder or under any other Credit Document shall not be discharged or satisfied by any tender, or any recovery pursuant to any order, judgment or award, which is expressed in or converted into any currency other than Dollars, except to the extent such tender or recovery shall result in the actual receipt by Lenders of the full amount of Dollars expressed to be payable in respect of the principal of and interest on the Loans and all other amounts due hereunder or under any other Credit Document. The obligation of Borrower to make payments in Dollars as aforesaid shall be enforceable as an alternative or additional cause of action for the purpose of recovery in Dollars of the amount, if any, by which such actual receipt shall fall short of the full amount of Dollars expressed to be payable in respect of the principal of and interest on the Loans and any other amounts due under any other Credit Document, and shall not be affected by judgment being obtained for any other sums due under this Agreement or under any other Credit Document. In respect of any judgment or order given or made for any amount due under this Agreement or any other Credit Document that is expressed and paid in a currency (the “judgment currency”) other than Dollars, Borrower will indemnify Administrative Agent and any Lender against any loss incurred by them as a result of any variation as between (i) the rate of exchange at which the Dollar amount is converted into the judgment currency for the purpose of such judgment or order and (ii) the rate of exchange, as quoted by Administrative Agent or by a known dealer in the judgment currency that is designated by Administrative Agent, at which Administrative Agent or such Lender is able to purchase Dollars with the amount of the judgment currency actually received by Administrative Agent or such Lender.  The foregoing indemnity shall constitute a separate and independent obligation of Borrower and shall survive any termination of this Agreement and the other Credit Documents, and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid.  The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of or conversion into Dollars. Borrower irrevocably waives any right it may be entitled

86

to under any Law in force as of the date hereof, or hereinafter enacted (based on any variation in the exchange rate between Dollars and Pesos, the occurrence of any “force majeure” event or any other event or circumstance), which may allow Borrower to make payment of any amount owed to the Lender under this Agreement or any other Credit Document in a currency other than Dollars, or in a jurisdiction different to the one of Administrative Agent, or on terms different to the ones agreed herein or therein. Without limitation to the foregoing, Borrower waives the right to invoke any defense of payment impossibility (including any defense under Section 1091 of the Argentine Civil and Commercial Code), impossibility of paying in Dollars (assuming liability for any force majeure or act of God), any right to invoke Section 765 of the Argentine Civil and Commercial Code, the right to demand that the Lender posts a performance bond or guaranty (excepción de arraigo), the right to challenge without cause the presiding judge or any other member of the court having jurisdiction, or in each case, similar defenses or principles (including, without limitation, equity or sharing of efforts principles).

9.24. Entire Agreement.  This Agreement and the other Credit Documents constitute the entire agreement of the parties hereto with respect to the subject matter hereof, and all prior negotiations, representations, understandings, writings and statements of any nature are hereby superseded in their entirety by the terms of this Agreement and the other Credit Documents.

[Remainder of page intentionally left blank]

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APPENDIX A-1

TO CREDIT AGREEMENT

Commitments

Lender	Commitment		Pro Rata Share
Citibank, N.A.	$	187,500,000	25.0	%
Goldman Sachs Bank USA	$	187,500,000	25.0	%
Industrial and Commercial Bank of China Limited, Dubai (DIFC) Branch	$	187,500,000	25.0	%
Itaú Unibanco S.A., Nassau Branch	$	187,500,000	25.0	%
Total	$	750,000,000	100	%

APPENDIX A-1-1

APPENDIX B

TO CREDIT AGREEMENT

Notice Addresses

CABLEVISIÓN HOLDING S.A.

Cablevision Holding S.A.

Tacuari 1842, 1139,

Buenos Aires, Argentina

Attention:	Alejandro Alberto Urricelqui
Title:	Chairman
Phone:	+54-11-4309 7645
E-mail Address:	aleu@cablevisionholding.com
Fax:	+54-11-4309 7665

in each case, with a copy to:

Name:	Sebastian Bardengo
Title:	Director
Phone:	+54-11-4309 7633
E-mail Address:	sbardengo@cablevisionholding.com
Fax:	+54-11-4309 7665

[Acceptance Page to Senior Secured Bridge Loan Facility]

CITIBANK, N.A.,

as Administrative Agent:

Citibank N.A.

388 Greenwich Street

New York, NY 10013

Attention: Patricia Gallagher, Vice President

E-mail: patricia1.gallagher@citi.com and

cts.spag@citi.com

CITIBANK, N.A.,

as Offshore Collateral Agent:

Citibank N.A.

388 Greenwich Street

New York, NY 10013

Attention: Jenny Cheng

E-mail: jenny.cheng@citi.com and

cts.spag@citi.com

THE BRANCH OF CITIBANK, N.A. ESTABLISHED
IN THE REPUBLIC OF ARGENTINA,

as Onshore Collateral Agent:

Bartolomé Mitre 530
Capital Federal (CP 1036)
Argentina
TEL.: (+54 11) 4329 1394 / 4329 1463
ATT: Manuel Tristany / Tomás Servente
Mail: Manuel.tristany@citi.com / Tomas.servente@citi.com

with a copy to the Administrative Agent:

Citibank N.A.

388 Greenwich Street

New York, NY 10013

Attention: Patricia Gallagher, Vice President

E-mail: patricia1.gallagher@citi.com and

cts.spag@citi.com

2

SCHEDULE 4.1 TO

CREDIT AGREEMENT

JURISDICTION OF ORGANIZATION AND QUALIFICATION

Company	Jurisdiction of Incorporation
Cablevisión Holding S.A.	Argentina
Cablevisión S.A.	Argentina
GCSA Equity, LLC	Delaware

SCHEDULE 4.2 TO

CREDIT AGREEMENT

EQUITY INTERESTS AND OWNERSHIP

2

Schedule 4.2

Cablevisión Holding S.A.

SCHEDULE 6.1(a) TO

CREDIT AGREEMENT

INTERCOMPANY DEBT

I.Debt of the Borrower

(i)Debt of Borrower to Cablevisión S.A., for an outstanding principal amount of US$23,000,000 plus interest.

II.Debt of the Borrower’s Subsidiaries

(i)Debt of GCSA Equity, LLC to Televisión Dirigida S.A., for an outstanding principal amount of US$20,628,713 plus interest.

(ii)Debt of GCSA Equity, LLC to GC Services LLC, for an outstanding principal amount of US$2,200,000.

3

SCHEDULE 6.9 TO

CREDIT AGREEMENT

CERTAIN AFFILIATE TRANSACTIONS

None.

4

EXHIBIT A TO
CREDIT AGREEMENT

FUNDING NOTICE

Reference is made to the offer CVH No. 1/2017, dated as of September 24, 2017, sent by Cablevision Holding, S.A. as Borrower to the Lenders party thereto from time to time, Citibank, N.A., as Administrative Agent, the branch of Citibank, N.A., established in the Republic of Argentina, as Onshore Collateral Agent, and Citibank, N.A., as Offshore Collateral Agent, and accepted by each of the foregoing on September 25, 2017 (as it may be amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined).

Pursuant to Section 2.1 of the Credit Agreement, Borrower desires that Lenders make the following Loans to Borrower in accordance with the applicable terms and conditions of the Credit Agreement on [mm/dd/yy] (the “Funding Date”):

o      Loans: $[   ,   ,    ]

[Borrower hereby certifies that:

(i)as of the Funding Date, the representations and warranties contained in each of the Credit Documents will be true and correct in all material respects on and as of such Funding Date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and

(ii)as of the Funding Date, no event has occurred and is continuing or would result from the making of the Loans on such date that would constitute an Event of Default or a Default.](1)

The account of Borrower to which the proceeds of the Loans requested on the Funding Date are to be made available by Administrative Agent to the Borrower are as follows:

Bank Name:

Bank Address:

ABA Number:

Account Number:

Attention:

Reference:

Date:  [mm/dd/yy]

(1)  To be included for funding notices delivered in respect of any Funding Date except the initial Funding Date.

1

CABLEVISIÓN HOLDING S.A.

By:

Name:

Title:

2

EXHIBIT B TO
CREDIT AGREEMENT

[RESERVED]

1

EXHIBIT C TO
CREDIT AGREEMENT

COMPLIANCE CERTIFICATE

THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:

1.I am the [             ](1) of CABLEVISIÓN HOLDING S.A., an Argentine sociedad anónima (“Borrower”) and am delivering this certificate on behalf of the Borrower, in my capacity as [                ] of the Borrower and not individually.

2.I have reviewed the terms of that offer CVH No. 1/2017, dated as of September 24, 2017, sent by Cablevision S.A. as Borrower to the Lenders party thereto from time to time, Citibank, N.A., as Administrative Agent, the branch of Citibank, N.A., established in the Republic of Argentina, as Onshore Collateral Agent, and Citibank, N.A., as Offshore Collateral Agent, and accepted by each of the foregoing on September 25, 2017  (as it may be amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), and I have made, or have caused to be made under my supervision, a review in reasonable detail of the transactions and condition of Borrower and its Subsidiaries during the accounting period covered by the attached financial statements.

3.I have no knowledge of the existence of any condition or event that is continuing as of the date hereof and that constitutes an Event of Default or Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth in a separate attachment, if any, to this Certificate, describing the nature of the condition or event, the period during which it has existed and the action which Borrower has taken, is taking, or proposes to take with respect to each such condition or event.

The foregoing certifications, together with the computations set forth in the Annex A hereto, are made and delivered [mm/dd/yy] pursuant to Section 5.1(c) of the Credit Agreement.

CABLEVISIÓN HOLDING S.A
By:
Name:
Title:	[Authorized Person]

(1)  To be signed by authorized signatory of Borrower.

1

ANNEX A TO
COMPLIANCE CERTIFICATE

FOR THE FISCAL [QUARTER] [YEAR] ENDING [mm/dd/yy].(1)

1. EBITDA (Borrower and its Subsidiaries): (i) - (ii) + (iii) =				$[   ,   ,   ]
	(i)	(a) total revenues:		$[   ,   ,   ]
	(ii)	the sum of the following:
		(b) cost of sales:		$[   ,   ,   ]
		(c) selling expenses:		$[   ,   ,   ]
		(d) administrative expenses:		$[   ,   ,   ]
	(iii)	depreciation and amortization:		$[   ,   ,   ]
2. Consolidated Debt of Cablevisión and its Subsidiaries:(2)				$[   ,   ,   ]
3. Consolidated Debt of Borrower and its Subsidiaries:(3)				$[   ,   ,   ]
4. Leverage Ratio: (i)/(ii) =				.  :1.00
	(i)	Consolidated Debt (Cablevisión and its Subsidiaries):		$[   ,   ,   ]
	(ii)	EBITDA for the four Fiscal Quarters then ended (Cablevisión and its Subsidiaries):		$[   ,   ,   ]
			Actual:	.  :1.00
			Required:	3.0:1.00
5. CVH Leverage Ratio: (i)/(ii) =				.  :1.00
	(i)	Consolidated Debt (Borrower and its Subsidiaries):		$[   ,   ,   ]
	(ii)	EBITDA for the four Fiscal Quarters then ended (as calculated with respect to Borrower and its Subsidiaries or Cablevisión S.A. and its Subsidiaries in accordance with the		$[   ,   ,   ]

(1)   All figures in this Annex to be calculated as of the last day of such fiscal [Quarter] [Year].

(2)  Calculated in accordance with the term “Leverage Ratio” in the Credit Agreement.

(3)  Calculated in accordance with the term “CVH Leverage Ratio” in the Credit Agreement.

2

		defined term “CVH Leverage Ratio” in the Credit Agreement):
			Actual:	.  :1.00
			Required :	3.5:1.00
6. Collateralization Ratio: (i) + (ii)) / (iii) =				[  :  ]
	(i)	Total Cablevisión Security:		$[   ,   ,   ]
	(ii)	Value of any Cash or Cash Equivalents then on deposit in or credited to the Cash Collateral Account:		$[   ,   ,   ]
	(iii)	Outstanding principal amount of the Loans:		$[   ,   ,   ]
			Actual:	[  :  ]
			Required:	2.25:1.00

3

EXHIBIT D TO
CREDIT AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (this “Assignment”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”).  Capitalized terms used but not defined herein shall have the meanings given to them in that certain offer CVH No. 1/2017, dated as of September 24, 2017, sent by Cablevision S.A. as Borrower to the Lenders party thereto from time to time, Citibank, N.A., as Administrative Agent, the branch of Citibank, N.A., established in the Republic of Argentina, as Onshore Collateral Agent, and Citibank, N.A., as Offshore Collateral Agent, and accepted by each of the foregoing on September 25, 2017 (as it may be amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee.  The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (i) [all][such portion] of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and [all][such portion] of its Loans [and Commitments] and other Obligations owing to it under the Credit Agreement, in the amounts set forth below (such rights and obligations sold and assigned by the Assignor to the Assignee being referred to herein collectively as the “Assigned Interest”; provided that Assignor shall continue to be entitled to the benefit of all indemnities under the Credit Agreement with respect to matters arising prior to the Effective Date out of the prior involvement of the Assignor as a Lender under the Credit Agreement and the Assigned Interest shall exclude such rights to indemnification), and (ii) any other documents or instruments delivered pursuant to the Credit Agreement to the extent related to the Assigned Interest. Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment, without representation or warranty by the Assignor.

1.	Assignor:
2.	Assignee:	[and is an Affiliate/Related Fund(1) of [identify Lender]] and is an Eligible Assignee
3.	Assigned Interest[s][, which is in an aggregate amount of not less than (i) $20,000,000, (ii) such lesser amount as agreed to by Borrower and Administrative Agent, or (iii) the aggregate outstanding amount of the Loans of the Assignor](2):

Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned	Percentage Assigned of Commitment/Loans(3)
$	$		%
$	$		%
$	$		%

(1)Select as applicable.

(2)To be included in the case of an assignment to a Person meeting the criteria of clause (ii) of the term Eligible Assignee.

(3)Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

1

4.Effective Date:                , 20   [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

5.Conditions to the Effective Date:

The effectiveness of the Assignment shall be subject to: (a) receipt by Assignor and Assignee of the consent of Borrower if required pursuant to Section 9.6(c)(ii) of the Credit Agreement, (b) payment of any fees or other amounts due pursuant to Section 9.6(d) of the Credit Agreement, and (c) delivery of any required forms and certificates regarding Tax matters.

6.Notice and Wire Instructions:

[NAME OF ASSIGNOR]		[NAME OF ASSIGNEE]
Notices:		Notices:
	Attention:		Attention:
	Telecopier:		Telecopier:
with a copy to:		with a copy to:
	Attention:		Attention:
	Telecopier:		Telecopier:
Wire Instructions:		Wire Instructions:

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR

[NAME OF ASSIGNOR]

By:

Title:

ASSIGNEE

[NAME OF ASSIGNEE]

By:

Title:

2

[Consented to and](1) Accepted:

CITIBANK, N.A., as

Administrative Agent

By:

Title:

[Consented to:

CABLEVISIÓN HOLDING S.A.

By:

Title:](2)

(1)To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

(2)To be added only if the consent of Borrower is required by the terms of the Credit Agreement.

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ANNEX 1

STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT
AND ASSUMPTION AGREEMENT

1.Representations, Warranties and Agreements.

1.1Assignor.  The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby (iv) [it is not a Defaulting Lender][it is a Defaulting Lender and all requirements of Section 9.6(d)(ii) of the Credit Agreement have been complied with] and (v) the Assignment complies with the terms of Section 9.6 of the Credit Agreement; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with any Credit Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document delivered pursuant thereto, other than this Assignment (herein collectively the “Credit Documents”), or any collateral thereunder, (iii) the financial condition of Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Credit Document or (iv) the performance or observance by Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Credit Document.

1.2Assignee.  The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to such consents, if any, as may be required thereunder), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and to purchase the Assigned Interest, (vi) it has, independently and without reliance upon 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 Assignment and to purchase the Assigned Interest, (vii) if it is a Non-US Lender, attached to this Assignment is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee and (viii) the Assignment complies with the terms of Section 9.6 of the Credit Agreement; and (b) agrees that (i) it will, independently and without reliance on Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.

2.Payments.  All payments with respect to the Assigned Interests shall be made on the Effective Date as follows:

2.1From and after the Effective Date, Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the

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Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date  Notwithstanding the foregoing, Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to the Assignee.

3.General Provisions.  This Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.  This Assignment may be executed in any number of counterparts, which together shall constitute one instrument.  Delivery of an executed counterpart of a signature page of this Assignment by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment.  This Assignment shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to conflict of laws principles thereof.

[Remainder of page intentionally left blank]

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EXHIBIT E-1 TO
CREDIT AGREEMENT

INITIAL FUNDING DATE CERTIFICATE

THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:

1.I am the [                 ] of CABLEVISIÓN HOLDING S.A., an Argentine sociedad anónima (“Borrower”).

2.Reference is made to the offer CVH No. 1/2017, dated as of September 24, 2017, sent by Cablevision S.A. as Borrower to the Lenders party thereto from time to time, Citibank, N.A., as Administrative Agent, the branch of Citibank, N.A., established in the Republic of Argentina, as Onshore Collateral Agent, and Citibank, N.A., as Offshore Collateral Agent, and accepted by each of the foregoing on September 25, 2017 (as it may be amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined).

3.I certify, on behalf of Borrower, that as of the date hereof:

(i)the representations and warranties contained in each of the Credit Documents are true and correct in all material respects on and as of the date hereof to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof;

(ii)no event has occurred and is continuing or would result from the making of the Loans on the date hereof that would constitute an Event of Default or a Default;

(iii)attached as Annex A hereto are true and complete (and, where applicable, executed or conformed) copies of each of the Related Agreements that is not publicly available pursuant to a filing made under listing rules to which any party to a Related Agreement is subject;

(iv)attached hereto as Annex B are true, complete and correct copies of the Historical Financial Statements; and

(v)the Collateralization Ratio, calculated as of the Business Day immediately prior to the date hereof, and after giving effect to the borrowing of the Loans on the date hereof, is equal to or greater than 2.50:1.00.

4.The uses of funds for the initial Funding Date transactions are set forth in Annex C here.  Borrower will proceed to make one or more Advance Payments under the Call Option Agreement in ancitipation of the exercise of its call option rights pursuant to the Call Option Agreement as soon as the same is permitted by the Call Option Agreement.

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The foregoing certifications are made and delivered as of September [·], 2017.

CABLEVISIÓN HOLDING S.A.,
Name:
Title:	[Authorized Signatory]

2

EXHIBIT E-2 TO
CREDIT AGREEMENT

SOLVENCY CERTIFICATE

THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:

1.I am the [              ](1) of CABLEVISIÓN HOLDING S.A., an Argentine sociedad anónima (“Borrower”).

2.Reference is made to the offer CVH No. 1/2017, dated as of September 24, 2017, sent by Cablevision S.A. as Borrower to the Lenders party thereto from time to time, Citibank, N.A., as Administrative Agent, the branch of Citibank, N.A., established in the Republic of Argentina, as Onshore Collateral Agent, and Citibank, N.A., as Offshore Collateral Agent, and accepted by each of the foregoing on September 25, 2017  (as it may be amended, amended and restated, supplemented or otherwise modified, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined).

3.I have reviewed the Credit Agreement and, in my opinion, have made, or have caused to be made under my supervision, such examination or investigation as is necessary to enable me to express an informed opinion as to the matters referred to herein.

4.Based upon my review and examination described in paragraph 3 above, I certify on behalf of the Borrower that, in my capacity as [               ] of the Borrower, and not individually (and the undersigned shall have no personal liability to the Lenders or the Agents with respect to this certificate), as of the date hereof, after giving effect to the consummation of the Acquisition and the financing thereof and the application of the proceeds of the Loan as contemplated by the Credit Documents, the Borrower and its Subsidiaries is, on a consolidated basis, Solvent.

The foregoing certifications are made and delivered as of September [·], 2017.

CABLEVISIÓN HOLDING S.A.,
Name:
Title:	[Authorized Signatory]

(1)To be executed by an authorized signatory of Borrower.

2

EXHIBIT F TO
CREDIT AGREEMENT

ACCOUNT CONTROL AGREEMENT

[Attached]

1

EXHIBIT G TO
CREDIT AGREEMENT

ACCOUNT SECURITY AGREEMENT

[Attached]

1

EXHIBIT H TO
CREDIT AGREEMENT

CABLEVISIÓN PLEDGE AGREEMENT

[Attached]

1

[·], 2017

CITIBANK, N.A.

GOLDMAN SACHS BANK USA

INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, DUBAI (DIFC) BRANCH ITAÚ UNIBANCO S.A., NASSAU BRANCH

as Lenders

THE BRANCH OF CITIBANK, N.A. ESTABLISHED IN THE REPUBLIC OF ARGENTINA

as Onshore Collateral Agent

Re: Offer CVH N° P. I/XVII

Ladies and Gentlemen:

Cablevisión Holding S.A. (as defined in Annex A hereto, “CVH”) is pleased to submit to Citibank N.A., Goldman Sachs Bank USA, Industrial and Commercial Bank of China Limited, Dubai (DIFC) Branch and Itaú Unibanco S.A., Nassau Branch (the “Lenders”) and the branch of Citibank, N.A. established in the Republic of Argentina (the “Onshore Collateral Agent” or the “Collateral Agent”) this irrevocable offer (the “Offer”) for the granting in their favor of a pledge over certain shares in Cablevisión S.A. (“CV” or the “Company”), and together with the Onshore Collateral Agent, the “Parties”), a company duly constituted under the laws of the Republic of Argentina.

This Offer shall be deemed accepted upon receipt by us not later than 11:59 p.m., New York City time, on the Expiration Date (as defined below), of a written notice of acceptance from you.

Upon acceptance of this Offer as provided in the immediately preceding paragraph, the terms and conditions of this Offer attached as Annex A hereto (the “Terms and Conditions”) shall be binding upon and inure to the benefit of the Parties hereof, and each of you and CVH shall be deemed to have accepted, acknowledged and agreed to any and all such Terms and Conditions, which shall constitute the entire agreement between us and you relating to the subject matter thereof and shall supersede any and all previous agreements and understandings, oral or written, relating to the subject matter thereof.

This Offer shall expire at 11:59 p.m., New York City time, on [·], 2017 (the “Expiration Date”), if not accepted in accordance with preceding paragraphs.

[Signature pages follow]

Sincerely,

CABLEVISIÓN HOLDING S.A.

By:

Name:

Title:

i

Annex A

SCHEDULES:

ICopy of Credit Agreement

IIInitial Shares

EXHIBITS:

AForm of Enforcement Notice

BForm of Pledge Notice and Receipt

CForm of Power of Attorney

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DEFINITIVE TRANSACTION TERMS

WHEREAS, on [·], 2017, the Lenders, CITIGROUP GLOBAL MARKETS INC., GOLDMAN SACHS BANK USA, INDUSTRIAL AND COMMERCIAL BANK OF CHINA (ARGENTINA) S.A., and ITAÚ UNIBANCO S.A., NASSAU BRANCH (each in its capacity as a joint lead arranger and joint bookrunner, collectively, the “Arrangers”), , Citibank, N.A. as Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”), the branch of Citibank, N.A. established in the Republic of Argentina, as Onshore Collateral Agent (together with its permitted successors in such capacity, the “Onshore Collateral Agent” or “Collateral Agent”), and CVH, as borrower, have entered into a credit agreement, dated as of [•], 2017, a copy of which is attached as Schedule I hereto (without its exhibits and schedules) (the “Credit Agreement”).

WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to extend loans to CVH in an aggregate principal amount not to exceed $[750,000,000], the proceeds of which will be used to fund (i) the Acquisition (as defined in the Credit Agreement), including paying the price payable to exercise the call option set forth in the Call Option Agreement (as defined in the Credit Agreement) and fees and expenses in connection with the Acquisition, (ii) fees and expenses in connection with the Credit Agreement (including, without limitation, the fees set forth in Section 2.7 thereof and any applicable taxes payable in connection with the Loans (as defined in the Credit Agreement)), and (iii) the IR Account (as defined in the Credit Agreement).

WHEREAS, in order to guarantee to the Secured Parties the faithful and timely fulfillment of all and each of the obligations undertaken by CVH under the Credit Documents (as such term is defined below), and notwithstanding CVH’s general liability towards the Secured Parties as a consequence of the obligations and commitments assumed and the securities granted pursuant to the Credit Documents, CVH has agreed to grant a first priority pledge in favor of the Collateral Agent and for the benefit of the Secured Parties over the Pledged Shares (as defined below).

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

SECTION 1.1. Definitions. (a) Except as otherwise expressly provided herein, capitalized terms used (but not defined) in this Agreement shall have the meanings given thereto in the Credit Agreement.

(b) Wherever used in this Agreement, or the Exhibits attached hereto, unless the context otherwise requires, the following terms shall, for the purposes of this Agreement, have the following meanings:

“Additional and/or Subsequent Shares and Rights” shall mean (i) any shares, rights or securities that CVH receives, or is entitled to receive, or that are payable, under or in connection with the Pledged Shares (or under or in connection with the Additional and/or Subsequent Shares and Rights) until

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full repayment of the Secured Obligations, as a result of (without limiting the generality of the foregoing) any exchange, swap, conversion, subscription of capital stock, stock-split, dividends payable in kind (either in shares or otherwise but excluding distribution of dividends paid in cash) to the extent permitted hereunder, and unless and until an Event of Default has occurred and during its continuation, reserves, revaluations or other distribution of dividends paid in shares (acciones liberadas), merger (including the Merger TEO Shares), consolidation, spin-off, liquidation, dissolution, and/or any other reason or circumstance, and any shares or securities subscribed under the preemptive or accretion rights attached to the Pledged Shares or to the Additional and/or Subsequent Shares and Rights; (ii) any securities delivered as a result of any reimbursement, amortization and/or reduction of capital stock by redemption, and/or reimbursement (either in whole or in part) of the Pledged Shares or of the Additional and/or Subsequent Shares and Rights; (iii) any non-cash dividends or other non-cash income received or receivable from time to time in respect of the Pledged Shares, and the Additional and/or Subsequent Shares and Rights; (iv) pursuant to anti-dilutive provisions under Argentine law, any shares, rights of the Company or the relevant issuer of the Additional and/or Subsequent Shares and Rights hereinafter subscribed or acquired by CVH (ratably to the Pledged Shares or to the Additional and/or Subsequent Shares and Rights); and (v) pursuant to anti-dilutive provisions under Argentine law, any irrevocable capital contributions made by CVH in the Company or the relevant issuer of the Additional and/or Subsequent Shares and Rights (ratably to the Pledged Shares or to the Additional and/or Subsequent Shares and Rights).

“Administrative Agent” has the meaning ascribed to such term in the WHEREAS of this Agreement.

“Agreement” means this document.

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

“Argentine Companies’ Law” means Argentine Law No. 19,550 (as amended and supplemented from time to time).

“Argentine Securities Exchange Commission” means the Comisión Nacional de Valores of the Republic of Argentina.

“Argentine Securities Law” means Argentine Law No. 26,831 (as amended and supplemented from time to time).

“Arrangers” has the meaning ascribed to such term in the WHEREAS of this Agreement.

“Business Day” means any day except Saturday, Sunday and any day which shall be in New York, New York, United States or in the City of Buenos Aires, Argentina, a legal holiday or a day on which banking institutions are authorized or required by Law or other government action to close in any such city.

“Capital Stock” means, with respect to any Person, any and all shares, interests, participations and/or rights in or other equivalents (however designated, whether voting or nonvoting, ordinary or preferred) in the ownership, equity or capital of such Person, now or hereafter outstanding, and any and all rights, warrants or options exchangeable for or convertible into any thereof.

“Caja de Valores” means Caja de Valores S.A., a corporation (sociedad anónima) duly constituted under the laws of the Republic of Argentina.

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“CNV Regulations” means the Normas de la Comisión Nacional de Valores (T.O. 2013) approved by General Resolution No. 622/2013 of the Argentine Securities Exchange Commission (as amended and supplemented from time to time).

this Offer.

“CV” or “Company” has the meaning ascribed hereto in the introductory paragraph of

“CVH” has the meaning ascribed hereto in the introductory paragraph of this Offer.

“Civil and Commercial Code” means the Código Civil y Comercial de la Nación Argentina (as amended and supplemented from time to time).

“Collateral Agent” has the meaning ascribed to such term in the WHEREAS of this Agreement.

“Credit Agreement” has the meaning ascribed hereto in the WHEREAS of this Agreement.

“Dollar Securities” has the meaning ascribed in Section 4.2(e) of this Agreement.

“Enforcement Notice” means a written notice from the Collateral Agent, substantially in the form of Exhibit A, executed and delivered to (i) CVH, instructing it to refrain from exercising the economic and political rights corresponding to the Pledged Shares, and (ii) CV or the relevant issuer of the Additional and/or Subsequent Shares and Rights, thereby informing that CVH shall no longer, until the Collateral Agent instructs otherwise, be entitled to exercise the economic rights and political rights corresponding to the Pledged Shares.

“Event of Default” means each of the conditions or events set forth in Section 7.1 of the Credit Agreement.

“Initial Shares” means [    ] number of ordinary shares of CV owned by CVH, including, without limitation, all rights and interests therein, representing [·]% of the Capital Stock and votes of CV, as listed in Schedule II hereto.(1)

“Lenders” has the meaning ascribed to such term in the WHEREAS of this Agreement.

“Merger TEO Shares” means the number of shares of TEO that will replace by operation of law the Initial Shares upon effectiveness of the Merger pursuant to the preliminary merger agreement (Compromiso Previo de Fusión), dated June 30, 2017, entered between CV and TEO (as it may be amended or supplemented from time to time).

“MERVAL Regulations” means the Reglamento Operativo and Circular No. 3492 of the Mercado de Valores de Buenos Aires S.A (as amended and supplemented from time to time).

(1) Figures to be completed upon execution of the Share Pledge Agreement.

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“Offshore Collateral Agent” means Citibank N.A.

“Onshore Collateral Agent” has the meaning ascribed to such term in the WHEREAS of this Agreement.

“Pledge” means the pledge of the Pledged Shares constituted and perfected in accordance with Section 2.1 of this Agreement.

“Pledged Shares” or the “Shares” means collectively the Initial Shares and the Additional and/or Subsequent Shares and Rights. For the avoidance of doubts, the Pledge is extended and includes the following rights in relation to the Pledged Shares: non-cash dividends or other non-cash income received or receivable from time to time in respect of the Pledged Shares.

“Power of Attorney” has the meaning ascribed hereto in Section 5.1 of this Agreement.

“Secured Obligations” means all obligations of every nature of Borrower, including obligations from time to time owed to Agents (including former Agents), Lenders or any of them, under any Credit Document, whether for principal, interest, fees, expenses, indemnification or otherwise.

“Security Documents” shall mean (a) this Agreement, (b) the Account Security Agreement, (c) the Account Control Agreement, and (e) all other agreement, document, instrument delivered by or on behalf of CVH pursuant to this Agreement or any of the other Credit Documents in order to grant to, or perfect in favor of, the Onshore Collateral Agent or the Offshore Collateral Agent, as the case may be, for the benefit of Secured Parties, a Lien on any real, personal or mixed property of CVH as security for the Secured Obligations.

“Termination Date” means the date on which all of the Secured Obligations are paid in full or fully complied with, as the case may be, at the Administrative Agent’s satisfaction.

SECTION 1.2. Interpretation. (a) The section headings used in this Agreement are for convenience of reference only and are not to affect the construction of, or be taken into consideration in interpreting, this Agreement.

(b)Whenever the context may require, any pronoun shall include corresponding masculine, feminine and neuter forms.

(c)As used herein, and any certificate or other document made or delivered pursuant hereto and unless specified otherwise, (i) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” (ii) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (iii) 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, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights, (iv) the word “will” shall be construed to have the same meaning and effect as the word “shall,” (v) any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns, (vi) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law shall, unless otherwise specified, refer to such law as amended, modified, replaced or supplemented from time to time and (vii) references to agreements or other contractual obligations shall, unless otherwise specified, be

4

deemed to refer to such agreements or contractual obligations as amended, restated, amended and restated, supplemented, or otherwise modified from time to time.

(d)The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision thereof, and Section, Schedule and Exhibit references are to the Agreement unless otherwise specified.

(e)The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

ARTICLE II

THE PLEDGE

SECTION 2.1. Creation of the Pledge; Appointment of the Collateral Agent. (a) In order to secure the payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, including, without limitation, the obligation to pay and/or repay the principal, interest, commissions, expenses, funding costs, grossing ups, indemnities, taxes, consultants’ and legal fees and all other incidental expenses and commitments to the Secured Parties under the Credit Agreement or any other Credit Documents (in each case, as may be amended, amended and restated or supplemented from time to time), CVH hereby creates a first priority pledge over the Pledged Shares, pursuant to Article 2,219 of the Civil and Commercial Code, in the name of the Collateral Agent and for the benefit of and in favor of, the Secured Parties.

(b)Pursuant to this Agreement, each of CVH and the Secured Parties appoint the Collateral Agent to act as onshore collateral agent, pursuant to Section 2,221 of the Civil and Commercial Code, for the purpose of holding the Pledged Shares on behalf of the Secured Parties. The Collateral Agent hereby agrees to act as onshore collateral agent, to hold the Pledged Shares for the benefit of the Secured Parties, and to perform all the actions set forth in this Agreement as instructed by the Administrative Agent in accordance with the terms of the Credit Agreement.

(c)The Pledge herein provided shall also be extended to the Additional and/or Subsequent Shares and Rights. Upon request of the Collateral Agent (acting upon the instruction of the Administrative Agent), the Pledge over the Additional and/or Subsequent Shares and Rights shall be directly registered by CV in the name of the Collateral Agent as set forth in Section 2.2. below. The incorporation of the Additional and/or Subsequent Shares and Rights in the Pledge shall operate automatically upon request by the Collateral Agent, and, therefore, no other act, contract, document and/or proceeding shall be necessary, except for the formal requirements, registrations and other acts as may be required as set forth in Section 2.2. below.

SECTION 2.2. Perfection of the Pledge. (a) In order to perfect the Pledge over the Initial Shares, CVH shall, in accordance with Section 215 of the Argentine Company’s Law, notify CV of the constitution of the Pledge, and deliver to the Collateral Agent, simultaneously with the execution of this Agreement:

(i)a duly notarized copy of the notice to CV of the creation of the pledge on the Initial Shares together with CV’s receipt, substantially in the form of Exhibit B hereto; and

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(ii)a copy of the relevant page of CV’s stock ledger, duly notarized, evidencing the registration of the Pledge created on the Initial Shares in the name of the Collateral Agent and for the benefit and in favor of the Secured Parties.

(b)In order to perfect the Pledge over those Additional and/or Subsequent Shares and Rights that have not been authorized for their public offering (oferta pública) under the Argentine Securities Law by the Argentine Securities Exchange Commission, CVH shall, simultaneously delivery of such Additional and/or Subsequent Shares and Rights to CVH, comply with those obligations set forth in Section 2.2(a) above in connection with the issuer of those Additional and/or Subsequent Shares and Rights.

(c)In order to perfect the Pledge over those Additional and/or Subsequent Shares and Rights that have been authorized for their public offering (oferta pública) under the Argentine Securities Law by the Argentine Securities Exchange Commission (including the Merger TEO Shares), CVH shall, simultaneously with the delivery of such Additional and/or Subsequent Shares and Rights to CVH, and in accordance with Section 215 of the Argentine Company’s Law and Article 129 of the Argentine Securities Law (x) instruct the issuer of any Additional and/or Subsequent Shares and Rights to deposit such Additional and/or Subsequent Shares and Rights into the account of CVH with Caja de Valores, (y) deliver to Caja de Valores the requisite form instructing Caja de Valores to annotate the Pledge in the stock ledger of the issuer of such Additional and/or Subsequent Shares and Rights, and (z) deliver to the relevant issuer of those Additional and/or Subsequent Shares and Rights, a pledge notice substantially in the form of Exhibit B, informing the creation and perfection of the Pledge.

(d)CVH shall deliver to the Collateral Agent, promptly upon request by the Collateral Agent notarized copies of all the notices, notifications, stock ledger pages and forms duly submitted corresponding to the fulfillment of the obligations set forth in this Section 2.2.

(e)CVH hereby agrees and acknowledges that any failure to duly comply with the obligations of this Section 2.2 shall constitute an Event of Default under the Credit Agreement, in which case the Collateral Agent or any Person who the Collateral Agent may appoint pursuant to the Power of Attorney shall be entitled to comply with CVH’s obligations under this Section 2.2 on behalf of CVH.

SECTION 2.3. Absence of Novation. The creation of the Pledge shall not imply any payment in kind, novation, repeal, limitation or amendment of any of the Secured Obligations, nor does it imply payment in kind, novation, repeal, limitation or amendment of any security interests constituted or formed by CVH in order to fully secure the compliance or payment of the Secured Obligations, nor shall it limit CVH’s liability to the Secured Parties in any way. In case of coincidence of the Pledge hereby granted with other security interests, liens or encumbrances constituted or formed to fully secure the Secured Obligations, the Collateral Agent may enforce its rights with respect to all of them together or with respect to any of them, in the order and manner in which it deems appropriate in its sole discretion. Loss by the Collateral Agent and/or any other Secured Party of any of such security interests or liens or encumbrances, even if such loss is attributable to the Collateral Agent and/or any other Secured Party, will not be invoked by CVH to reduce its liability to the Secured Parties under this Agreement or the Pledge.

SECTION 2.4. Maximum Amount Pledged. In order to comply with the provisions of Articles 2,189 and 2,222 of the Civil and Commercial Code, the maximum principal amount owing to the Lenders pursuant to the Credit Agreement is Seven Hundred Fifty Million Dollars (US$750,000,000) plus interest and any default interest, commissions, fees, expenses and all other amounts payable pursuant to the Credit Agreement and any other Credit Documents, as well as each and all obligations of an

6

undetermined and/or contingent amount accrued under the Credit Agreement and any other Credit Documents.

SECTION 2.5Consummation of the Merger. Without prejudice to the Pledge created hereunder over the Pledged Shares, nothing herein shall prevent CVH or any of its Subsidiaries from taking any such action in respect of the Pledged Shares necessary to consummate the Merger.

ARTICLE III

EXERCISE OF RIGHTS

SECTION 3.1. Exercise of Rights. So long as no Event of Default has occurred and is continuing, CVH shall be entitled to exercise or refrain from exercising any and all economic, voting and other political rights pertaining to the Pledged Shares or any part thereof for any purpose not inconsistent with the terms of this Agreement and the Credit Documents. CVH shall not exercise or refrain from exercising any of such rights if such action or omission could result in a Material Adverse Effect. For the avoidance of doubt, so long as no Event of Default has occurred and is continuing, subject to the terms and conditions of the Credit Agreement, CVH shall be entitled to receive any cash dividend distributed with respect to the Pledged Shares.

SECTION 3.2. Enforcement Notice. Upon the occurrence and during the continuance of any Event of Default and after delivery of an Enforcement Notice by the Collateral Agent to CVH and CV or the relevant issuer of the Additional and/or Subsequent Shares and Rights, all rights of CVH to exercise or refrain from exercising the economic rights and political rights corresponding to the Pledged Shares which CVH would otherwise be entitled to exercise pursuant to Section 3.1 hereto shall cease and the Collateral Agent for the benefit of the Secured Parties shall thereafter have the exclusive right to exercise or refrain from exercising any such economic or voting rights, and CVH shall take any reasonable action that the Collateral Agent for the benefit of the Secured Parties may request in order to effect such right. It is expressly understood that, after delivery of an Enforcement Notice, any cash dividends and other distributions of any kind with respect to the Pledged Shares shall be delivered and distributed directly by CV or the relevant issuer of the Additional and/or Subsequent Shares and Rights to the Collateral Agent for the exclusive benefit of the Secured Parties (which shall as of the date thereof be deemed to be pledged in favor of the Collateral Agent for the Secured Parties’ exclusive benefit under the Pledge) or, in case such cash dividends and/or other distributions are received by CVH, they shall be delivered immediately by CVH to the Collateral Agent for the exclusive benefit of the Secured Parties (which shall as of the date thereof be deemed to be pledged for the Collateral Agent for the Secured Parties exclusive benefit under the Pledge). The Parties hereby agree that the provisions of Section 219 of the Argentine Companies’ Law are not mandatory and can be waived by the parties’ agreement.

ARTICLE IV

ENFORCEMENT OF THE PLEDGE

SECTION 4.1. Enforcement of the Pledge. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with Article IV of the Cablevision Shareholders’ Agreement and with Article IV of the TEO Shareholders’ Agreement, the Collateral Agent may enforce the Pledge with no prior “excusión,” warning or any further demand or judicial or extrajudicial notice, disposition of other assets owned by CVH, nor foreclosure of any other security interests created under the Credit Documents. The Pledge may be executed by: (i) auctioning the Pledged

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Shares and collecting payment of each and all of the Secured Obligations from the proceeds resulting from such auction, as set forth in Section 4.2 below, (b) judicial foreclosure of the Pledge, as provided for in Section 4.3 below; (c) private sale of the Pledged Shares, as detailed in Section 4.4 below, or (d) appropriation of the Pledged Shares by the Secured Parties described in Section 4.7 below.

SECTION 4.2. Auction of the Pledged Shares. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may auction the Pledged Shares in whole or in fractions, to which end the Collateral Agent may form lots of the same or different series and number of Pledged Shares. Furthermore, the Collateral Agent may, (at the direction of the Administrative Agent, at its sole option) carry out the foreclosure of the Pledge separately from or jointly with other security interests created under the Credit Documents.

Pursuant to Article 2,229 (b) of the Civil and Commercial Code, the auction will be conducted in accordance with the procedure described below:

(a)the Pledged Shares will be auctioned by the Collateral Agent either directly or through an agent or brokerage firm with experience in mergers, acquisitions and capital markets transactions, and pursuant to the execution procedure provided herein and any other conditions established by the auctioneer;

(b)CVH shall bear the expenses of the auction proceeding, and shall be liable for the authenticity of the auctioned Shares;

(c)the auction will be announced by the Collateral Agent, and duly communicated to CVH, with a ten (10) Business Days prior notice published during two (2) Business Days on any one of the wide distribution newspapers of the City of Buenos Aires, Republic of Argentina. The Pledged Shares will be auctioned at a base value not lower than the outstanding amount owed under the Secured Obligations and to the highest bidder. The Pledged Shares so sold may be retained by the Collateral Agent until the price for the Pledged Shares sold is paid by the purchaser thereof, but the Collateral Agent shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Shares so sold and, in case of any such failure, such Pledged Shares may again be sold upon like notice. Should there be no bidders, or if none of the bids was satisfactory to the Secured Parties, a new auction will be held, one (1) hour later unless a longer period is set by the Collateral Agent, at a base price not lower than fifty percent (50%) of the base price of the initial auction at the same place where the first auction was held. In the event that the second auction has no bidders or that no bid is fully satisfactory to the Lenders, then a third and successive auctions will be held at the same place, the third one, one (1) hour later unless a longer period is set by the Collateral Agent following the closing of the second auction, and then as many successive auctions as may be necessary shall be held half an hour after the closing of the previous one, provided that successive auctions may be also held on subsequent days. At the third as well as at successive auctions, the Collateral Agent may (at the direction of the Administrative Agent, at its sole and undisputed discretion), fix any base price, or even decide to make the auction with no base price. The Collateral Agent (at the direction of the Administrative Agent) may also determine the currency of payment of the Pledged Shares;

(d) from the proceeds of the auction, the auctioneer will pay (i) all of the reasonable and documented expenses, costs, fees and/or taxes payable related to the auction, and (ii) out of any balance, and directly to the Collateral Agent for the benefit of the Secured Parties, all amounts due under the Secured Obligations pursuant to the Credit Agreement and all other Credit Documents;

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(e)the Collateral Agent for the benefit of the Secured Parties may, at the direction of the Administrative Agent, purchase the Pledged Shares for its own benefit at any of the auctions, in which case the net price will be offset, after deducting any related taxes and reasonable and documented expenses, up to the sum equivalent to the aggregate outstanding Secured Obligations (including interest, expenses, fees, and other costs incidental thereto). If the auction price were due in Pesos, the offsetting will take into account the actual rate of exchange at which the Collateral Agent may effectively purchase “transfer” Dollars (cotización divisas) in the foreign exchange market as quoted by Banco de la Nación Argentina on its website at www.bna.com.ar (or such other web page of Banco de la Nación Argentina where the quotation is published if this web address changes) at the close of business of the second (2) Business Day prior to the auction, or if such rate shall not be available, the rate informed by the Argentine Central Bank in accordance with Argentine Central Bank Communiqué “A” 3500 (Comunicación “A” 3500) dated March 1st, 2002 pursuant to the survey mechanism established in such Communiqué, for remittance to the place of payment provided under the Credit Agreement or any other Credit Document; provided that if the rate of exchange so published by Banco de la Nación Argentina or the Argentine Central Bank, as the case may be, is more than 10% lower than the implicit exchange rate obtained by purchasing with Pesos an Argentine public debt instrument denominated in Dollars and/or any other public or private bond or security issued in Argentina and denominated in Dollars which are tradable in authorized Argentine stock exchange markets (the “Dollar Securities”) and selling those Dollar Securities in a foreign stock exchange market for Dollars, as published for dólar contado con liquidación on the date of calculation by El Cronista Comercial newspaper on its website at www.cronista.com (or such other web page of El Cronista Commercial where the quotation is published if this web address changes), or if such rate shall not be available, the rate determined by the average rates informed on the date of calculation by three first line brokers in the City of Buenos Aires (which determination shall be conclusive and binding, absent manifest error), shall apply. To such end, each of CVH and Collateral Agent shall appoint one broker, and the third broker shall be appointed by the brokers selected by each of the parties;

(f)if after the offsetting referred to in (e) above, or the payment referred to in (d) above, any Secured Obligations remain outstanding, such application of funds will not constitute, and shall not be construed as, novation, amendment, substitution, alteration and/or termination whatsoever of any such Secured Obligations; consequently, CVH will continue to be fully liable to the Lenders for the faithful and timely performance of the remaining Secured Obligations with all its assets;

(g)if upon enforcement of the Pledge and discharge of the Secured Obligations there are any surplus amounts, such amounts shall be promptly reimbursed to CVH through deposit to the account they shall indicate in writing to the Collateral Agent; and

(h) notwithstanding the above, and only if applicable and mandatory by applicable Laws, the Collateral Agent must ensure the auction complies with any applicable provisions and rules of the Argentine Securities Exchange Commission, including Title VI, Chapter V, Section XVIII (Remates de Valores Negociables) of the CNV Regulations and MERVAL Regulations.

SECTION 4.3. Judicial Foreclosure of the Pledge.

(a)Notwithstanding any provision to the contrary in this Agreement and particularly in Section 4.2 above, the Collateral Agent for the benefit of the Secured Parties is expressly authorized to request the judicial foreclosure of the Pledge and decide the execution of the Pledge, whether in court or otherwise, in the Republic of Argentina or in any other jurisdiction.

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(b)In the event of judicial foreclosure, CVH irrevocably waives any and all rights it may have to file any defenses (including, without limitation, the right to challenge without cause the judge hearing the case) except for those relating to the full or partial payment evidenced through a document issued by or on behalf of the Administrative Agent or other evidence that full or partial payment was made, provided that such waiver will not constitute a waiver to any of CVH’s existing rights through ordinary proceedings at a later date. In addition, CVH expressly and irrevocably waives, to the extent permitted under applicable Law, to file the defense of cautio judicatum solvi pursuant to Article 348 of the Civil and Commercial Procedural Code, or any other similar defense or exception.

(c)CVH acknowledges that, in the event of judicial foreclosure of the Pledge, the value of the Pledged Shares might be deemed to be higher than the base price set forth for purposes of the judicial auction. In this respect, CVH expressly and irrevocably waives any rights to institute any legal action or claim against the Collateral Agent, the Administrative Agent and/or any other Secured Party or any third party directly or indirectly based on grounds that the Pledged Shares were auctioned at a price lower than their actual value or at a price considered to be lower than the market price for such Pledged Shares by CVH or any other Person.

SECTION 4.4. Private Sale. (a) Notwithstanding any provision to the contrary in this Agreement and particularly in Section 4.2 and Section 4.3 above, the Collateral Agent for the benefit of the Secured Parties is expressly authorized to effect the foreclosure of the Pledged Shares at private sale, in the Republic of Argentine or in any other jurisdiction, for cash, upon credit or for future delivery, and as otherwise permitted by applicable Law. Sales in privately negotiated transactions are hereby expressly authorized by CVH and shall be made at a minimum price reasonably determined by an expert designated by the Collateral Agent (at the direction of the Administrative Agent) from any of the firms listed in Section 4.7 below; provided that CVH shall bear the cost and expenses of such appraisal. The Collateral Agent is authorized, in connection with any such sale, if it deems it advisable so to do at the direction of the Administrative Agent:

(1)to restrict the prospective bidders on or purchasers of any of the Pledged Shares to a limited number of investors; and

(2)to impose such other limitations or conditions in connection with any such sale as the Collateral Agent deems necessary or advisable in order to comply with any Law.

(b) CVH acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner.

SECTION 4.5. Remedies - Transfer of the Pledged Shares. Upon payment of the price of the relevant Pledged Shares by the purchaser or purchasers thereof, the Collateral Agent shall transfer the relevant Pledged Shares to such purchaser or purchasers and CVH shall take all steps and/or proceedings and make all the filings with any Argentine governmental authority that may be necessary to perfect the execution and transfer of the Pledged Shares.

SECTION 4.6. Waiver. CVH expressly and irrevocably waives to the fullest extent permitted under Argentine law to allege and exercise, in the case of judicial or extrajudicial enforcement of the Pledged Shares, any rights of first refusal or other rights that it may have pursuant to CV’s or the relevant issuer’s bylaws or any shareholders agreement entered into by CVH.

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SECTION 4.7. Appropriation of Pledged Shares. The Collateral Agent for the benefit of the Secured Parties and at the direction of the Administrative Agent (acting upon instructions from the Lenders) may exercise its option pursuant to the terms of Article 2,229 of the Civil and Commercial Code, to become the owner of the Pledged Shares for the total amount due under the Secured Obligations. In this case, the Pledged Shares will be appraised on the date that the outstanding Secured Obligations become due and payable, at the value reasonably determined by the expert appointed for that purpose by the Collateral Agent (at the direction of the Administrative Agent) from any of the following international firms: Deloitte & Co., Price Waterhouse & Co., Pistrelli, Henry Martin, Ernst & Young or KPMG, or their successor entities. Said assessment shall be, in the absence of manifest error, final and binding. Further, CVH agrees to actively collaborate, with the valuator appointed by the Secured Party, by delivering to it all the documents they may require and performing any other act and/or procedure necessary of convenient, in the reasonable criteria of said valuator, to facilitate such assessment. All reasonable and documented costs and expenses incurred for purposes of such appraisal shall be for the account of CVH.

SECTION 4.8. Payments in Pesos; Conversion to Dollars. (a) If any payment received by the Collateral Agent for the benefit of the Secured Parties pursuant to Section 4.2 or 4.4 above were in Pesos or, if made in Dollars, were made in Dollars “bills” (dólar billete) that needed to be converted into “transfer” Dollars (dólar transferencia) through the foreign exchange market, the Collateral Agent will convert such amounts into “transfer” Dollars at the rate of exchange offered by a bank of its choice in the City of Buenos Aires in order to transfer abroad such proceeds at its discretion.

SECTION 4.9. Special Acknowledgment by CVH. No payments under this Section shall be deemed to constitute full payment of the applicable obligation, and CVH’s Secured Obligations will not be discharged, until the Collateral Agent has received, for the benefit of the Secured Parties, payments in a Dollar amount equal to the full aggregate outstanding amount of all Secured Obligations (including interest, reasonable and documented expenses, fees, and other costs incidental thereto). All reasonable and documented costs, expenses and taxes payable in connection with compliance with this Section shall be exclusively borne by CVH.

ARTICLE V

SPECIAL IRREVOCABLE POWER OF ATTORNEY

SECTION 5.1. Granting of Power of Attorney. In order to ensure the payment in full of the Obligations, CVH hereby grants a special, irrevocable power of attorney, substantially in the form of Exhibit C (the “Power of Attorney”), in favor of the Collateral Agent, with no power of substitution, that shall have force and effect as from the occurrence and during the continuance of an Event of Default and after delivery of an Enforcement Notice to CVH and CV, so that the Collateral Agent, on behalf of CVH, may do the following:

(a)    subscribe for and pay in any Additional and/or Subsequent Shares and Rights. The Additional and/or Subsequent Shares and Rights shall become subject to the Pledge;

(b)     notify to CV or the relevant issuer of Additional and/or Subsequent Shares and Rights of the creation of the Pledge on the Pledged Shares and request the registration of the Pledge in CV’s or the relevant issuer’s stock ledger;

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(c)     (x) deposit any Additional and/or Subsequent Shares and Rights into the account of CVH with Caja de Valores; and (y) notify Caja de Valores of the creation of the Pledge on any Additional and/or Subsequent Shares and Rights, instruct Caja de Valores the annotation of the Pledge in the registry of shareholders of the issuer of those Additional and/or Subsequent Shares and Rights, and execute and file any required form with Caja de Valores.

(d)     notify CV and/or the relevant issuer of Additional and/or Subsequent Shares and Rights, as applicable, of the interests, assignments or transfers, in full or in part, of the rights arising from the Pledge hereby created pursuant to Section 215 of the Argentine Company’s Law and request that such interests, assignments or transfers be registered in the registry of shareholders of CV or the relevant issuer of Additional and/or Subsequent Shares and Rights;

(e)     collect or cause to be collected from CV or the relevant issuer of Additional and/or Subsequent Shares and Rights any stock dividends or distributions of any kind made by CV or the relevant issuer of Additional and/or Subsequent Shares and Rights relating to the Pledged Shares, to make them subject to the Pledge;

(f)      exercise the voting rights corresponding to the Pledged Shares and the economic rights (derechos económicos) pertaining to the Pledged Shares, to the fullest extent permitted by the applicable laws;

(g)     receive, for its exclusive benefit, by way of subrogation, in the event of redemption of shares, consolidation, spin-off, merger, capital reduction or winding up, reorganization, transformation and liquidation of CV or the relevant issuer of Additional and/or Subsequent Shares and Rights, the shares to which CVH may be entitled in exchange for the Pledged Shares or, if applicable, the proceeds from the redemption, reduction or winding up as well as any monies or property to be received in the future as a result of the winding up and/or transfer of all or part of the Pledged Shares and/or for any other reason or on any other account having a similar effect (all of which shall be subject to the Pledge);

(h)     execute, on behalf of CVH, each and all the required documentation to, upon the occurrence and during the continuance of any Event of Default, attend and vote the Pledged Shares in all of CV’s or the relevant issuer’s shareholders’ meetings;

(i)      make, on behalf of CVH, each and all necessary communications to CV or the relevant issuer in order to register in CV’s or the relevant issuer’s stock ledger book the constitution of the Pledge over any Additional and/or Subsequent Shares and Rights received by CVH; and

(j)      in case of enforcement of the Pledge and the auction of the Pledged Shares in accordance with Section 4.2 hereof, execute, on behalf of CVH, each and all the required documentation in order to, transfer the Pledged Shares in favor of their purchasers, in each case subject to compliance with Article IV of the Cablevisión Shareholders’ Agreement and Article IV of the TEO Shareholders’ Agreement.

SECTION 5.2. Validity; Term. In accordance with Article 1,330 of the Civil and Commercial Code, it is hereby expressly agreed that the Power of Attorney hereby granted is validly granted to the Collateral Agent for the period beginning on the date hereof and ending on the Termination Date. In addition, CVH expressly waives to claim the ineffectiveness or unenforceability of any acts performed under this power of attorney based on Section 368 of the Civil and Commercial Code.

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SECTION 5.3. Notarization. CVH hereby agrees, irrevocably and unconditionally, to cause the Power of Attorney to be notarized and entered into as public deed at its sole expense within five (5) Business Days as of the date hereof.

ARTICLE VI

ADDITIONAL REPRESENTATIONS AND WARRANTIES

SECTION 6.1. Additional Representations and Warranties. CVH represents and warrants to the Collateral Agent for the benefit of the Secured Parties that:

(a) it has the power to enter into and deliver this Agreement, and to exercise its rights and perform its obligations hereunder, and all action required to authorize the execution and delivery of this Agreement and the performance of their obligations hereunder has been duly taken;

(b) the entering into and performance by CVH of, and the transactions contemplated by this Agreement, do not and shall not (i) conflict with any law or regulation, or any judicial or official order, in each case applicable to CVH, nor (ii) conflict with its constitution or memorandum and articles of association;

(c) CVH is the legal and beneficial owner of the Pledged Shares and has full right, power and authority to pledge, assign and grant the Pledge in favor of the Collateral Agent acting for the benefit of the Secured Parties;

(d) except as set forth in the Cablevisión Shareholders’ Agreement, the Pledged Shares are not subject to any prior right, title, claim or interest (by way of lien, pledge, charge, security interest or other encumbrance, or otherwise) in favor of any third parties;

(e) as of the date hereof, there are no pending actions, suits or other proceedings which might affect the Pledged Shares or the Collateral Agent’s security interest in the Pledged Shares;

(f) except as set forth in the Cablevision Shareholders’ Agreement and the TEO Shareholders’ Agreement, no authorization, consent, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body, or other is required for (i) the due execution, delivery and performance by CVH of this Agreement, (ii) the granting by CVH of the Pledge granted by this Agreement, (iii) the perfection of such Pledge, or (iv) the exercise by the Collateral Agent acting for the benefit of the Secured Parties of its rights and remedies under this Agreement;

(g) the Pledge hereby creates a first priority security interest on the Pledged Shares in the name of the Collateral Agent and for the benefit and in favor of the Secured Parties, and grants the Collateral Agent a first priority and special lien on the Pledged Shares for payment of the Secured Obligations; and

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(h) the Shares which have been issued have been duly authorized, validly issued and are fully paid-in, and any Additional and/or Subsequent Shares and Rights that might be issued by CV will be duly authorized, validly issued and fully paid-in upon their issuance.

ARTICLE VII

COVENANTS

SECTION 7.1. Affirmative Covenants. So long as this Agreement is in effect, CVH hereby covenants that:

(a) it shall pledge in favor of the Collateral Agent, pursuant to the terms and conditions of this Agreement, the number of Additional and/or Subsequent Shares and Rights to maintain compliance with the ratio established in Section 6.13(c) of the Credit Agreement, and to comply with the obligations set forth in Section 2.2;

(b) upon the occurrence and during the occurrence of any Event of Default it shall deliver or cause CV or the relevant issuer of Pledged Shares to deliver immediately to the Collateral Agent any cash dividends or other distributions related to the Pledged Shares; and

(c) it shall defend the Pledged Shares against each and all claims and demands of any and all other parties.

SECTION 7.2. Negative Covenants. CVH hereby covenants that, unless otherwise permitted by the Credit Agreement, it shall not:

(a) take or fail to take any action in such a manner that, immediately after such action or failure to take action, or as a possible result thereof, which might result in an impairment of any of the rights created hereby in favor of the Collateral Agent acting for the benefit of the Secured Parties; and

(b) create other rights in rem, pledges and/or any lien on the Pledged Shares, even if ranking lower than the Pledge created hereby, nor submit them to restrictions or charge them in any manner without prior written consent of the Collateral Agent acting for the benefit of the Secured Parties; and

(c) upon the occurrence and during the continuance of any Event of Default, demand or receive any income from or interest on the Pledged Shares, and if CVH receives any such income or interest without any demand by it, same shall be held by CVH in trust for the benefit of the Secured Parties and then delivered to the Collateral Agent acting for the benefit of the Secured Parties in the form received, properly endorsed to permit collection, not later than the next two Business Days following the day of such receipt.

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ARTICLE VIII

INDEMNITY

SECTION 8.1. Indemnification by CVH. CVH (the “Indemnifying Party”) shall indemnify and hold the Collateral Agent and its affiliates and officers, directors, employees, agents and advisors (each an “Indemnified Party”), harmless from and against any and all losses, claims, reasonable expenses and fees (including expenses and fees of legal counsel, tax advisors or other consultants), damages, injuries, penalties and any other reasonable and documented costs and liabilities, on or in respect of (i) the execution, delivery or performance of this Agreement or of any rights and obligations hereunder, (ii) the exercise by any Indemnified Party of any rights and/or obligations hereunder, and (iii) the administration, control and application (if applicable) of the Pledged Shares, to the extent that such loss is attributable to CVH’s failure to comply with any covenant, undertaking and otherwise any other obligation contemplated hereunder. The Indemnifying Party agrees that, without the Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld, it will not settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification could be sought under the indemnification provision of this Agreement (provided that the Indemnified Party is an actual or potential party to such claim, action or proceeding), unless such settlement, compromise or consent includes an explicit and unconditional release of each Indemnified Party from all liability arising out of such claim, action or proceeding.

SECTION 8.2. Reimbursement of Expenses. Promptly upon request of an Indemnified Party, the Indemnifying Party shall reimburse the Indemnified Party all and any cost, tax and expense incurred in connection with the provisions of Sections 8.1 and 9.5 hereof.

SECTION 8.3. Other Remedies. Without prejudice to the generality of the foregoing, the Collateral Agent acting for the benefit of the Secured Parties is authorized (but not required) to use any proceeds under its control or administration pursuant to this Agreement, to substitute, replace or discharge (i) any attachment, Lien or encumbrance established upon any of the Pledged Shares, and (ii) any adverse administrative, judicial or arbitral judgment imposed on the Collateral Agent, the Offshore Collateral Agent, the Administrative Agent and/or the Lenders that is indemnifiable hereunder, the enforcement of which or compliance therewith cannot be stayed or suspended through an appeal. Any such use or application of funds or assets shall be at the exclusive cost of CVH.

ARTICLE IX

ADDITIONAL PROVISIONS

SECTION 9.1. Partial Discharge. Unless otherwise permitted by Section 6.13(c)(ii) of the Credit Agreement, CVH may not request, carry out, or try to request or carry out partial discharges of the Pledged Shares.

SECTION 9.2. Validity Term. Cancellation and Discharge. Except as provided otherwise in this Terms and Conditions or in the Credit Agreement, the Pledge hereby created will remain in full force and effect until the Termination Date. Upon payment in full and compliance with the Secured Obligations in their entirety to the full satisfaction of the Collateral Agent acting for the benefit of the Secured Parties, the Collateral Agent acting for the benefit of the Secured Parties shall deliver to CVH any and all documents required for the cancellation and discharge of the Pledge and perform any such acts as may be necessary for that purpose.

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SECTION 9.3. Assignment. The rights from the Pledge hereby created (a) may be assigned by the Lenders under the same terms and conditions as set forth in Section 9.6 of the Credit Agreement; and (b) may not be shared, transferred or assigned, in whole or in part, by CVH, whether individually or jointly, without the prior written consent of the Collateral Agent acting for the benefit of the Secured Parties.

SECTION 9.4. Subrogation. In the event of redemption of the Pledged Shares, a consolidation, spin-off, merger, capital reduction or dissolution, reorganization, transformation or liquidation of CV or the relevant issuer of the Additional and/or Subsequent Shares and Rights, the Pledge hereby created shall attach by way of subrogation to the shares to be received in exchange for the Pledged Shares, or, if applicable, to the proceeds of the redemption, reduction or liquidation. Additionally, the Pledge shall remain in full force and effect and extend by way of subrogation to any sum of money or assets that CVH may receive hereafter as a result of the liquidation and/or transfer in whole or in part of the Pledged Shares and/or for any other cause or reason having a similar effect.

SECTION 9.5. Expenses and Taxes. All present and future taxes (including any withholdings or deductions) and expenses arising from or relating to this Agreement, including any reasonable and documented counsel and notary fees and costs arising from or relating to the implementation, execution, or discharge of the Pledge created hereby, shall be at CVH’s full and sole expense, as provided for in Section 9.2 of the Credit Agreement.

ARTICLE X

MISCELLANEOUS. GOVERNING LAW AND JURISDICTION. DOMICILES.

SECTION 10.1. Delays or Omissions – Remedy Cumulative - Time of the Essence. No delay or omission to exercise any right, power or remedy accruing to any party, upon any breach, default or noncompliance by another party under this Agreement, shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of or in any similar breach, default or noncompliance thereafter occurring. All remedies, either under this Agreement, any other Credit Document, by law, or otherwise afforded to any party, shall be cumulative and not alternative. Time is of the essence with respect to the performance of this Agreement.

SECTION 10.2. Performance of Required Duties. Upon failure by any of the parties hereto to perform any of its duties hereunder, the other party may, but shall not be obliged to, perform any or all such duties, and the non-complying party shall pay an amount equal to the cost thereof to the complying party upon demand. Payment of all monies hereunder shall be secured by the Pledged Shares.

SECTION 10.3. Limitation on Duties Regarding Collateral; Limitation on Liability. (a)   The Collateral Agent will perform its duties and exercise its hereunder based upon instructions it receives from time to time from the Administrative Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Pledged Shares in its possession shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. None of the Collateral Agent or the Secured Parties, nor their respective directors, officers, employees, or agents shall be liable for failure to demand, collect or realize upon any of the Pledged Shares or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any of the Pledged Shares upon the request of CVH, CV or the relevant issuer of the Pledged Shares or any other Person or to take any other action whatsoever with regard to the Pledged Shares or any part thereof, including,

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without limitation, as to ascertaining or taking action with respect to calls,  conversions,  exchanges, tenders or other matters relative to any Pledged Shares, whether or not the Collateral Agent or the Secured Parties have or are deemed to have knowledge of such matters. The rights of the Collateral Agent shall not be conditioned or contingent upon the pursuit by the Collateral Agent of any right or remedy against the Company, the relevant issuer of the Additional and/or Subsequent Shares and Rights or against any other Person which may be or become liable in respect of all or any part of the Secured Obligations or against any collateral security therefor, guarantee thereof or right of offset with respect thereto. (b) The Onshore Collateral Agent shall not be liable for failure to perform any of its obligations under this Agreement or any other Credit Document where such failure is due to any of the following: restrictions on transfer and/or conversion of the relevant currency, confiscation, expropriation, nationalization, acts of war, civil riot or insurrection, acts by any governmental or similar agency (de jure or de facto), or other cases of force majeure. Only the assets of the Onshore Collateral Agent shall be used for the purpose of meeting its obligations under this Agreement. No office or branch of Citibank, N.A. (including its head office in the United States) other than the branch of Citibank N.A. established in the Republic of Argentina, and no entity or person affiliated and/or related to Citibank N.A., shall be liable for performance of the obligations of the Onshore Collateral Agent under this Agreement. Accordingly, the Borrower, the Arrangers, the Lenders, the Administrative Agent and the Offshore Collateral Agent hereby expressly waive any right to look to or seek payment from or at any office, branch or affiliate of Citibank, N.A. outside of Argentina in connection with this Agreement.

SECTION 10.4. Authority of the Collateral Agent. (a) CVH acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Agent and the Secured Parties, be governed by such agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and CVH, the Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority to so act or refrain from acting.

(b)   It is hereby expressly stated that all and any of the powers granted to the Collateral Agent hereunder are granted for the exclusive purpose of protecting the Pledge granted for the benefit of the Secured Parties, and it shall not be construed that the Collateral Agent shall be bound in any manner whatsoever in respect of CVH to exercise or refrain from exercising said rights and powers, being expressly stated that failure of the Collateral Agent to exercise any of said rights or powers shall not imply its waiver thereof or an authorization not to comply with the same.

(c)  Any and all responsibilities, rights and obligations,  including but not limited to any voting and selling rights, to be performed hereunder by the Collateral Agent shall be performed directly or by its designated nominees, at sole consideration of the Collateral Agent. This shall in no event limit the responsibilities of the Collateral Agent.

SECTION 10.5. Notices. Any notice or other communication herein required or permitted to be given to CVH or the Collateral Agent, shall be sent to such Person’s address as set forth on Appendix B of the Credit Agreement or in the other relevant Credit Document, and in the case of any Lender, the address as indicated on Appendix B of the Credit Agreement. Each notice hereunder shall be in writing and may be personally served or sent by telefacsimile (except for any notices sent to Administrative Agent) or airmail or courier service and shall be deemed to have been given when delivered in person or by courier service and signed for against receipt thereof, upon receipt of

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telefacsimile, or three Business Days after depositing it in the mail with postage prepaid and properly addressed; provided, no notice to any Agent shall be effective until received by such Agent.

SECTION 10.6. Governing Law. This Agreement is governed by, and shall be construed in accordance with the laws of the Republic of Argentina, without regard to its international private law provisions.

SECTION 10.7. Jurisdiction. (a) Any suit, action or proceedings arising out of or relating to this Agreement shall be submitted to the jurisdiction of the Commercial Courts of the City of Buenos Aires, Argentina.

(b) Each of the parties hereto agrees that a judgement or arbitral award in any such action or proceeding shall be conclusive and may be enforced in any jurisdictions by suit on such judgement or arbitral award or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Agent acting for the benefit of the Secured Parties may otherwise have to bring any action or proceeding relating to this Agreement against CVH or its properties in the courts of any jurisdiction nor the right of the Collateral Agent acting for the benefit of the Secured Parties to promptly foreclose the Pledge in accordance with the provisions set forth in this Agreement.

(c)  Each of the parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in (a) and (b) above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. To the extent that any of the parties may be entitled to the benefit of any provision of law requiring the Collateral Agent acting for the benefit of the Secured Parties in any suit, action or proceeding brought in a court of the Republic of Argentina or other jurisdiction arising out of or in connection with any Credit Document or the transactions contemplated hereby, to post security for litigation costs or otherwise post a performance bond or guaranty (“cautio judicatum solvi” or “excepción de arraigo”), or to take any similar action, each of the parties hereby waives such benefit, in each case to the fullest extent now or hereafter permitted under the laws of Argentina or, as the case may be, such other jurisdiction.”

SECTION 10.8. Severability. In case any provision in or obligation hereunder shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

SECTION 10.9. Obligations Several; Independent Nature of Lenders’ Rights. The obligations of Lenders hereunder are several and no Lender shall be responsible for the obligations of any other Lender hereunder. Nothing contained herein, and no action taken by Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders as a partnership, an association, a joint venture or any other kind of entity. The amounts payable at any time to each Lender shall be a separate and independent debt, and each Lender shall be entitled to protect and enforce its rights arising out hereof and it shall not be necessary for any other Lender to be joined as an additional party in any proceeding for such purpose.

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Schedule I

Copy of Credit Agreement

Schedule II

Initial Shares

Shareholders Class Shares Value %Capital Votes

Exhibit A

Form of Enforcement Notice

Enforcement Notice	Notificación de Incumplimiento
[COLLATERAL AGENT’S LETTERHEAD]	[MEMBRETE DEL AGENTE DE LA GARANTIA]
[insert date]	[fecha]
[insert name] [insert address] [insert attention]	[nombre] [domicilio] [atención]
cc: [insert name and address]	c.c.: [nombre y domicilio]
Ref.: Share Pledge Agreement — Enforcement Notice	Ref.: Contrato de Prenda de Acciones — Notificación de Incumplimiento
Dear Sirs:	De mi mayor consideración:
Reference is hereby made to that certain share pledge agreement entered into by and between CVH, as pledgor (“CVH”), and the branch of Citibank, N.A. established in the Republic of Argentina, as pledgee (the “Collateral Agent”) acting for the benefit of the Secured Parties, dated [ ] (the “Share Pledge Agreement”). Capitalized terms not otherwise defined shall have the meaning ascribed in the Share Pledge Agreement.	Por la presente hacemos referencia al contrato de prenda de acciones celebrado entre CVH, como deudor prendario (“CVH”), y la sucursal de Citibank, N.A., establecida en la República Argentina, como acreedor prendario (el “Agente de la Garantía”), actuando en beneficio de [ ] (as “Partes Garantizadas”) en fecha [ ] (el “Contrato de Prenda de Acciones”). Los términos en mayúsculas que no estén definidos de otra manera tendrán los significados otorgados a éstos en el Contrato de Prenda de Acciones.
Pursuant to Section 3.2 of the Share Pledge Agreement, you are hereby notified that an Event of Default has occurred and is continuing under the Credit Agreement and you are hereby instructed to refrain from exercising any and all voting rights and all other political rights corresponding to the Pledged Shares.	Conforme a lo establecido por la Sección 3.2 del Contrato de Prenda de Acciones, por la presente se lo notifica a Ud. que ha habido un incumplimiento bajo el Contrato de Préstamo CVH y por la presente se ordena a Ud. a cesar en el ejercicio de los derechos de voto y todos los demás derechos políticos correspondientes a las Acciones Prendadas.
Sincerely yours,	Cordialmente.

Exhibit B

Form of Pledge Notice and Receipt

Pledge Notice to the Company or relevant issuer	Notificación de Prenda a la Sociedad o al emisor correspondiente
Messrs.	Al Directorio de
Board of Directors of [Cablevisión S.A.. /relevant issuer] / Banco Itaú Argentina S.A.	[CV/emisor correspondiente] / Banco Itaú Argentina S.A.
[ ]	[ ]
Republic of Argentina	República Argentina
Dear Sirs,	Estimados:
Ref.: Constitution of Pledge of Shares	Ref.: Constitución de Prenda de Acciones
Pursuant to the provisions of Section 215 of the Argentine Companies Law No. 19,550 of the Republic of Argentina and in relation with the Pledge Agreement entered into by and between CVH (“CVH”) and the branch of Citibank, N.A. established in the Republic of Argentina, as pledgee (the “Collateral Agent”) acting for the benefit of the Secured Parties, dated [ ] (the “Credit Agreement”), we hereby notify you that we have created a first priority security interest in the form of pledge under Article 2219 et seq. of the Civil and Commercial National Code of the Republic of Argentina, in the name of the Collateral Agent, for the benefit and in favor of the Secured Parties, on: (a) [ ] [ordinary], [class [·]], book-entry shares (acciones escriturales), shares of [CV/issuer] (“CV” or the “Issuer”) owned by CVH (the “Shares” or the “Pledged Shares”), (b) all sums of money to be received by CVH resulting from any reduction and/or reimbursement of capital stock and from any redemption, amortization and/or reimbursement in full or in part of the Pledged Shares), and (c) in case an “Event of Default” under the Credit Agreement shall have occurred and is continuing, all dividends and distributions (in cash or in kind) to be received by CVH as of the date thereof, whether interim or final, in cash or kind, and any other kind of distribution of profits related to the Pledged Shares (the “Pledge”).	De conformidad con lo establecido en el artículo 215 de la Ley General de Sociedades Nº 19.550 de la República Argentina y en virtud del contrato de prenda celebrado entre CVH (“CVH”) y la sucursal de Citibank, N.A., establecida en la República Argentina, como acreedor prendario (el “Agente de la Garantía”), actuando en beneficio de [ ] (las “Partes Garantizadas”), como acreedor pignoraticio (el “Agente de la Garantía”) actuando para beneficio de [ ] (los “Prestamistas”) en fecha [ ] (el “Contrato de Préstamo CVH”), por la presente notificamos que hemos constituido un derecho de prenda de primer grado, de conformidad lo establecido por el artículo 2219 y siguientes del Código Civil y Comercial de la República Argentina, en nombre del Agente de la Garantía, a favor y en beneficio de las Partes Garantizadas sobre: (a) [ ] acciones [ordinarias], escriturales, [clase [·]] de [CV/Emisor] (“CV” o el “Emisor”) de propiedad de CVH (las “Acciones” o las “Acciones Prendadas”), (b) todas las sumas de dinero que reciba CVH que resulten de cualquier reducción y/o reembolso de capital social y de cualquier rescate, amortización y/o reembolso total o parcial de las Acciones Prendadas, y (c) en caso que un “Evento de Incumplimiento” bajo el Contrato de Préstamo CVH hubiere ocurrido y continuare, todos los dividendos y distribuciones (en efectivo o en especie) que reciba CVH desde dicha fecha, sean provisorios o definitivos, en efectivo o en especie, y todo otro tipo de distribución de ganancias relacionado con las Acciones Prendadas (la “Prenda”).

Pursuant to the Pledge, upon delivery of an Enforcement Notice substantially in the form attached as Exhibit I, all voting rights and all other political rights corresponding to the Pledged Shares shall be irrevocably vested upon the Collateral Agent and shall be exercisable and enforceable exclusively by the Collateral Agent.	Conforme a lo dispuesto en la Prenda, en caso de recibir una Notificación de Ejecución sustancialmente bajo la forma adjunta como Anexo I, todos y cada uno de los derechos de voto y todos los restantes derechos políticos correspondientes a las Acciones Prendadas serán conferidos irrevocablemente al Prestamista y sólo el Prestamista podrá ejercerlos y ejecutarlos.
We kindly request that you immediately record the pledge on the stock ledger of [CV/Issuer] pursuant to Section 213 (4) and 215 of the Argentine Companies Law No. 19,550 of the Republic of Argentina.	Solicitamos por el presente que registre de inmediato la prenda de primer grado constituida en el libro de registro de acciones de [CV/Emisor] de conformidad con el artículo 213 (4) y 215 de la Ley General de Sociedades Nº 19.550 de la República Argentina.
Sincerely,	Atentamente.
[signature]	[firma]
[name]	[nombre]

Exhibit B - Form of Pledge Notice and Receipt

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Exhibit I

Enforcement Notice

[COLLATERAL AGENT’S LETTERHEAD]	[MEMBRETE DEL PRESTAMISTA]
[insert date]	[fecha]
[insert name] [insert address] [insert attention]	[nombre] [domicilio] [atención]
Ref.: Share Pledge Agreement — Enforcement Notice	Ref.: Contrato de Prenda de Acciones — Notificación de Incumplimiento
Dear Sirs:	De mi mayor consideración:
Reference is hereby made to that certain share pledge agreement entered into by and between CVH, as pledgor (“CVH”), and the branch of Citibank, N.A. established in the Republic of Argentina, as pledgee (the “Collateral Agent”) acting for the benefit of the Secured Parties, dated [ ] (the “Share Pledge Agreement”). Capitalized terms not otherwise defined shall have the meaning ascribed in the Share Pledge Agreement.	Por la presente hacemos referencia al contrato de prenda de acciones celebrado entre CVH, como deudor prendario (“CVH”), y [ ], como acreedor prendario (el “Agente de la Garantía”), actuando en beneficio de [ ] (los “Prestamistas”) en fecha [ ] (el “Contrato de Prenda de Acciones”). Los términos en mayúsculas que no estén definidos de otra manera tendrán los significados otorgados a éstos en el Contrato de Prenda de Acciones.
Pursuant to Section 3.2 of the Share Pledge Agreement, you are hereby notified that an Event of Default has occurred and is outstanding under the Credit Agreement and you are hereby notified that CVH shall refrain from exercising any and all voting rights and all other political rights corresponding to the Pledged Shares.	Conforme a lo establecido por la Sección 3.2 del Contrato de Prenda de Acciones, por la presente se lo notifica a Ud. que ha habido un incumplimiento bajo el Contrato de Préstamo CVH y por la presente Ud. es notificado que CVH cesará de ejercer en adelante los derechos de voto y todos los demás derechos políticos correspondientes a las Acciones Prendadas.
Sincerely yours,	Cordialmente.

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Exhibit C

Form of Power of Attorney

ESTE PODER ESPECIAL IRREVOCABLE es otorgado a través de la escritura de fecha [ ] por CVH, una sociedad anónima constituida bajo las leyes de [ ], con su domicilio registrado en [·], (“CVH”), conforme lo resuelto en su reunión de directorio de fecha [·] (el “Poder”).	THIS SPECIAL IRREVOCABLE POWER OF ATTORNEY is made by way of deed on [ ] by CVH, a corporation duly organized under the laws of Argentina, which has its registered address at [·] (“CVH”), as decided in its board of directors` meeting dated on [·] (the “Power of Attorney”).
1.CVH apodera a [ ] (cada uno, un “Apoderado”), en forma indistinta, para ser los apoderados de CVH con todo el poder y autoridad necesarios, a fin de actuar por y en nombre de CVH con respecto a cierto contrato de prenda de acciones celebrado entre CVH y [ ] (el “Agente de la Garantía”) actuando para beneficio de [ ] (los “Prestamistas”) en fecha [ ] (el “Contrato de Prenda de Acciones”) (los términos utilizados en el presente y no definidos tendrán el significado asignado en el Contrato de Prenda de Acciones), instrumentado con el propósito de garantizar el fiel cumplimiento de todas y cada una de las obligaciones asumidas por CVH bajo un cierto contrato de préstamo celebrado entre CVH, como prestatario, y el Prestamista, como prestamista, de fecha (el “Contrato de Préstamo”). El presente Poder se otorga expresamente sin facultades de sustitución. Los Apoderados no recibirán contraprestación alguna por el desempeño de este Poder. Cada Apoderado queda autorizado para:	1.CVH appoints [ ] (each an “Attorney”) severally and indistinctly to be the CVH’s true and lawful attorney with the full power and authority on its behalf and in its name or otherwise in respect of a certain share pledge agreement entered into by and between CVH and the branch of Citibank, N.A. established in the Republic of Argentina (the “Collateral Agent”) acting for the benefit of the Secured Parties, dated [ ] (the “Share Pledge Agreement”) (with terms used and not otherwise defined herein having the same meaning herein as therein), executed for the purpose of securing the timely fulfilment of each and all obligations assumed by CVH under a certain Credit Agreement entered into by and between CVH, as borrower, and the Lenders, as lenders, dated [ ] (the “Credit Agreement”). This Power of Attorney is expressly granted without power of substitution. The Attorneys will not receive any consideration whatsoever for exercising this Power of Attorney. Each Attorney shall have the full power and authority to:
(a)suscribir y pagar el precio de cualquier y todas las Acciones Adicionales y Subsecuentes que fuera requerido a efectos de cumplir con lo dispuesto en el Contrato de Préstamo.	(a)subscribe for and pay in any Additional and/or Subsequent Shares and Rights to ensure compliance with the Credit Agreement.
(b)notificar a CV o al emisor de Acciones Adicionales y/o Subsecuentes, según fuera aplicable, acerca de la constitución de la prenda bajo el Contrato de Prenda de Acciones (la “Prenda”) y solicitar la registración de dicha Prenda en el libro de depósito de acciones de CV o del emisor de Acciones Adicionales y/o Subsecuentes;	(b)notify to CV or the issuer of Additional and/or Subsequent Shares and Rights, as applicable, of the creation of the pledge under the Share Pledge Agreement (the “Pledge”) and request the registration of such Pledge in CV’s or the issuer of Additional and/or Subsequent Shares and Rights’ stock ledger;
(c)(x) depositar cualquier Acción Adicional y/o Subsecuente en la cuenta de CVH de Caja de Valores; (y) notificar Caja de Valores la creación de la	(c)(x) deposit any Additional and/or Subsequent Shares and Rights into the account of CVH with Caja de Valores; (y) notify to Caja de Valores of the

prenda sobre cualquier Acción Adicional y/o Subsecuente, instruir a Caja de Valores la anotación de la Prenda en el registro de accionistas del emisor de Acciones Adicionales y/o Subsecuentes, firmar y presentar cualquier formulario requerido por la Caja de Valores.	creation of the Pledge on any Additional and/or Subsequent Shares and Rights, instruct Caja de Valores the annotation of the Pledge in the registry of shareholders of the issuer of those Additional and/or Subsequent Shares and Rights, execute and file any required form with Caja de Valores.
(d)informar a CV y/o al emisor de Acciones Adicionales y/o Subsecuentes, según fuera aplicable, sobre los intereses, cesiones o transferencias, totales o parciales, de los derechos que surgen de la Prenda, según el Artículo 215 de la Ley General de Sociedades y solicitar que tales intereses, cesiones o transferencias sean registrados en el libro de depósito de acciones de CV o del emisor de Acciones Adicionales y/o Subsecuentes;	(d)notify CV and/or the issuer of Additional and/or Subsequent Shares and Rights, as applicable, of the interests, assignments or transfers, in full or in part, of the rights arising from the Pledge pursuant to Section 215 of the Argentine Company’s Law and request that such interests, assignments or transfers be registered in CV’s or the issuer of Additional and/or Subsequent Shares and Rights’ stock ledger;
(e)cobrar o causar el cobro de CV o del emisor de Acciones Adicionales y/o Subsecuentes de todo dividendo o reparto de utilidades de cualquier tipo efectuado o distribuido por CV o el emisor de Acciones Adicionales y/o Subsecuentes en relación a las acciones prendadas bajo el Contrato de Prenda de Acciones, para que los mismos sean prendados bajo la Prenda;	(e)collect or cause to be collected from CV or the issuer of Additional and/or Subsequent Shares and Rights any stock dividends or distributions of any kind made by CV or the issuer of Additional and/or Subsequent Shares and Rights relating to the shares pledged under the Share Pledge Agreement, to make them subject to the Pledge;
(f)ejercer el derecho a voto correspondiente a las acciones prendadas, y a los derechos económicos relacionados con las acciones prendadas, con el máximo alcance permitido por las leyes correspondientes;	(f)exercise the voting rights corresponding to the shares pledged under the Share Pledge Agreement and the economic rights (derechos económicos) pertaining to the pledged shares, to the fullest extent permitted by the applicable laws;
(g)recibir para su propio beneficio y por medio de subrogación, en el evento de rescate de acciones, fusión, escisión, fusión por absorción, reducción de capital, reorganización, transformación y liquidación de CV o del emisor de Acciones Adicionales y/o Subsecuentes, las acciones a las que CVH tuviere derecho a cambio de las acciones prendadas o, de ser aplicable, los fondos provenientes del rescate, reducción o liquidación al igual que cualquier monto o bien que se pudiere recibir en el futuro como resultado de la liquidación y/o transferencia, total o parcial, de las acciones prendadas y/o	(g)receive, for its exclusive benefit, by way of subrogation, in the event of redemption of shares, consolidation, spin-off, merger, capital reduction or winding up, reorganization, transformation and liquidation of CV or the issuer of the Additional and/or Subsequent Shares and Rights, the shares to which CVH may be entitled in exchange for the pledged shares or, if applicable, the proceeds from the redemption, reduction or winding up as well as any monies or property to be received in the future as a result of the winding up and/or transfer of all or part of the pledged shares

Exhibit C - Form of Power of Attorney

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por cualquier otro motivo o en cualquier otra cuenta que tuviere efecto similar (los cuales quedaran todos sujetos a la Prenda);	and/or for any other reason or on any other account having a similar effect (all of which shall be subject to the Pledge);
(h)cobrar o causar el cobro de CVH de toda otra acción adicional que pudiera emitirse por cualquier razón o concepto que se deba incluir en la Prenda según se establece en el Contrato de Prenda de Acciones; y realizar en nombre de CVH todas las comunicaciones que fueren necesarias con el fin de registrar en el libro de depósito de acciones de CV o del emisor de Acciones Adicionales y/o Subsecuentes la constitución de la Prenda sobre cualquier Acción Adicional y/o Subsecuente recibida por CVH;	(h)collect or cause to be collected from CVH any additional shares which may be issued for any other reason or concept which are to be included in the Pledge as provided in the Share Pledge Agreement; make, on behalf of CVH, each and all necessary communications in order to register in CV’s or the issuer of Additional and/or Subsequent Shares and Rights’ stock ledger the constitution of the Pledge over any Additional and/or Subsequent Shares and Rights received by CVH;
(i)ejecutar, a nombre de CVH, todos y cada uno de los documentos requeridos para, en caso en que ocurriere y perdurare un “Evento de Incumplimiento” según dicho término se encuentra definido en el Contrato de Préstamo CVH, asistir a todas las asambleas de accionistas de CV o del emisor de Acciones Adicionales y/o Subsecuentes y votar las acciones prendadas; y	(i)execute, on behalf of CVH, each and all the required documentation to, upon the occurrence and during the continuance of any “Event of Default” under the Credit Agreement, attend and vote the pledged shares in all of CV’s or the issuer of Additional and/or Subsequent Shares and Rights’ shareholders’ meetings; and
(j)en caso de ejecución de la Prenda y de subasta de las acciones Prendadas, celebrar y ejecutar en nombre de CVH todos y cada uno de los documentos requeridos para transferir las acciones prendadas a favor de los compradores.	(j)in case of enforcement of the Pledge and the auction of the pledged shares in, execute, on behalf of CVH, each and all the required documentation in order to, transfer the pledged Shares in favor of their purchasers.
2.Todos los contratos, documentos, instrucciones, certificados, modificaciones, reemplazos, extensiones, modificaciones, suplementos, seguros, escrituras, instrumentos, notificaciones, cartas, comunicaciones y transacciones ejecutadas por el Apoderado obligará a CVH y tendrá el mismo efecto que si hubiera sido ejecutado por CVH.	2.Any agreements, documents, instructions, certificates, amendments, replacements, extensions, modifications, supplements, assurances, deeds, instruments, notices, letters, communications and transactions executed by the Attorney shall bind CVH and shall have the same effect as if the same had been executed by CVH.
3.Este Poder tiene carácter irrevocable y estará vigente hasta el cumplimiento por CVH de todas y cada una de sus obligaciones asumidas bajo el Contrato de Préstamo CVH y todas y cada una de las obligaciones asumidas bajo aquellos documentos allí identificados como	3.This Power of Attorney is irrevocable and shall be valid until CVH fulfils each and all obligations undertaken under the Credit Agreement and each and all obligations undertaken under any and all documents identified thereunder as

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“Documentos de Crédito”.	“Credit Documents”.
4.Este Poder está sujeto y debe ser interpretado de acuerdo con las leyes de la República de Argentina.	4. This Power of Attorney is governed by, and shall be construed in accordance with the laws of the Republic of Argentina.
EN FE DE LO CUAL este Poder ha sido otorgado por CVH a través de escritura y es entregado por medio del presente en la fecha que figura arriba.	IN WITNESS WHEREOF this Power of Attorney has been executed as a deed by CVH and is intended to be and is hereby delivered on the date first above written.

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EXHIBIT I-1 TO
CREDIT AGREEMENT

FORM OF BORROWER NEW YORK COUNSEL LEGAL OPINION

[Attached]

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EXHIBIT I-2 TO
CREDIT AGREEMENT

FORM OF BORROWER ARGENTINE COUNSEL LEGAL OPINION

[Attached]

2

EX-99.7

Exhibit 99.7

Joint Filing Agreement

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class B Shares, P$1.00 par value per share, of Telecom Argentina S.A., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing, provided that, as contemplated by Section 13d-1(k)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the joint filing, unless such person knows or has reason to believe that such information is inaccurate. In evidence thereof, the undersigned hereby execute this Agreement.

Dated: January 2, 2018
	CABLEVISIÓN HOLDING S.A.
	By:	/s/ Alejandro Alberto Urricelqui
	Name:	Alejandro Alberto Urricelqui
	Title:	Chairman and Chief Executive Officer
	GC Dominio S.A.
	By:	/s/ Héctor Horacio Magnetto
	Name:	Héctor Horacio Magnetto
	Title:	Chairman
	CABLEVISIÓN HOLDING S.A., as managing member of VLG Argentina LLC.
	By:	/s/ Alejandro Alberto Urricelqui
	Name:	Alejandro Alberto Urricelqui
	Title:	Chairman and Chief Executive Officer of Cablevisión
	Holding S.A., the managing member of VLG Argentina, LLC

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