TELECOMMUNICATIONS

Decree 62/90

Call the International Public Contest on the basis of privatization of the provision of public telecommunications services. Check the Bases and Conditions.

Bs. As., 5/1/90

B.O.: 12/1/90

VISTO Law No. 23,696 and Decree No. 731 of 12 September 1989 and its amendment; and

CONSIDERING:

In line with the National Government ' s priority policy on private capital participation, it is appropriate to adopt the Bases and Conditions for the privatization of the provision of public telecommunication services.

That in order to ensure transparency in the procedures, the privatization in question should be carried out through an international public competitive examination.

It is also considered appropriate to have the potential awards of the Competition exempt from payment of some taxes.

That the present measure is determined in the use of the emerging powers of article 86, paragraph 1 of the National Constitution, of articles 11 and 15, paragraph 9 of Act No. 23,696 and article 59 of the Seat Tax Act (t. 1986).

Therefore,

THE PRESIDENT OF THE ARGENTINA NATION

RIGHT:

Article 1 Call the International Public Competition based on 8 January 1990 for the privatization of the provision of the public telecommunications service, through the sale of shares of the anonymous companies created by Decree No. 60/90 under Decree No. 731 of 12 September 1989 and its amendment, in accordance with the guidelines of the Bases and Conditions Approved by the following article.

Article 2o.- Apply the Bases and Conditions Form which as Annex I forms an integral part of this decree.

Article 3.- Consider a Commission chaired by the Ministry of Public Works and Services and composed of the Secretary of Communications and the Interventor of the NATIONAL COMPANY OF TELECOMMUNICATIONS (ENTel) which will have as a mission to make a prequalification of the interested parties that aspire to present an offer in the Public Contest provided for in Article 1 of this Decree.

Article 4o.- Consider a Commission chaired by the Minister of Public Works and Services and composed of the Secretary of Communications and the Interventor of the NATIONAL COMPANY OF TELECOMMUNICATIONS (ENTel) which will have as a mission to carry out an assessment of the offers presented in the Public Contest provided for in Article 1 of this Decree.

Article 5o.- Approve the Convention between the MINISTERIES OF PUBLIC ARTS AND SERVICES and the ARGENTINE COMPANY OF ANONIMA SOCIED TELEFONS, which as Annex II is an integral part of this decree.

Article 6o.- Remit the debts of the NATIONAL EMPRESA OF TELECOMUNICATIONS (Entel) accrued with official agencies and those that devengate Entel until the date on which the inauguration of the contest is made.

Article 7o.- Authorize the use of the mechanism of capitalization of Argentine external public debt for the payment of the additional price provided for in the Pliego approved by this decree, in the terms set out there.

Article 8. NATIONAL COMMISSION DE VALORES will give priority to the authorization of public supply of the actions of the licensee companies.

Article 9o.- The National State shall compensate the licensee companies of the basic telephone service with an amount equivalent to what is perceived in less, in the event that the ceilings are established for the rates and prices that are separated from the provisions of the Bases and Conditions.

Article 10.- Licensing companies shall have the right to maintain their share of foreign currency on the basis of their participation in the society provided by international services. Such currency will be available for the payment of financial services and dividends and, eventually, for the refund of capital to the shareholders of the outside.

Article 11. The National Government will grant its approval to enable foreign investment in licensee companies to benefit from the investment guarantees regimes established by international or state agencies, to which the interested parties have access.

Article 12.- Explain the seal tax to:

(1) the legal acts to be held with the licensee companies and with the management companies of the international service and the services in competition, to place them in a situation that allows the transfer of their actions as set out in the Pledge approved by this decree.

(2) the contracts for the transfer of actions entered into with the awardees of the Public Competition referred to in this decree.

(3) the trust contract and the contracts for the transfer of shares to the staff and the cooperatives provided for in the Pliego approved by this decree.

(4) contracts concluded by the NATIONAL COMPANY OF TELECOMMUNICATIONS (Entel) under article 18 of Decree No. 731 of 12 September 1989.

Article 13.- Invite the Provinces to:

(1) exempt from seal tax to acts, contracts and operations, including remittances or receipts of money, related to the transfer of the assets of the NATIONAL COMPANY OF TELECOMUNICATIONS (Entel) to be held or complied with within their respective jurisdictions in favour of the licensee companies of the basic telephone service and of the management companies of the international service and the services in competition, as a result of the Competition.

(2) to extend to the licensee companies of the basic telephone service and to the management companies of the international service and the services in competition the tax exemptions enjoyed in their respective jurisdictions by the NATIONAL COMPANY OF TELECOMUNICATIONS (Entel) and/or the companies currently providing the public telephone service.

Article 14.- Within the TREINTA (30) days of the date of this decree, the MINISTERY OF ARTWORKS AND PUBLIC SERVICES shall raise to the consideration of the NATIONAL EXECUTIVE PODER a draft decree establishing the legal regime for the provision of the telecommunications service to replace the Decree No. 91,698 of 5 October 1936 and other existing rules of similar hierarchy.

Article 15.- Affect the production of the contest referred to in this decree to the payment of the external and internal debts of the NATIONAL COMPANY OF TELECOMUNICATIONS (Entel) and the construction and operation of a telecommunications network for the use of the holder of the NATIONAL EXECUTIVE PODER and of the national and/or provincial authorities he designates.

La SECRETARIAT OF COMMUNICATIONS OF THE MINISTERY OF ARTWORKS AND PUBLIC SERVICES will, within a period of NOVENTA (90) days, raise the valued project of that network and coordinate with the LEGAL AND TECHNICAL SECRETARIAT of the NATIONAL PRESIDENCE the installation of it. The above-mentioned valorization may not exceed TEN BY SCIENTI (10%) of what is perceived in cash in US dollars of free availability.

Article 16.- Exclude to the International Public Competition referred to in the present decree of Decree No. 826/88.

Article 17.- Note the value of the Pliego in an amount of australes equivalent to DOLARES STADOUNIDENSES VEINTE MIL (u$s 20 000.-), to the type of sales exchange quoted by the BANCO OF THE ARGENTINA NATION at the close of the immediate business day prior to the purchase.

Article 18.- Please refer to Mr.Interventor at the NATIONAL COMPANY OF TELECOMUNICATIONS (Entel) to use funds from that Company in order to promote the present Competition in the country and abroad.

Article 19.- Contact the Bicameral Commission established by article 14 of Act No. 23.696.

Article 20. Contact, post, give to the National Directorate of the Official Register and archvese.- MENEM - José R. Dromi - Alberto J. Triaca - Antonio E. González

AND CONDITIONS FOR THE INTERNATIONAL PUBLIC CONCURSE FOR THE PRIVATIZATION OF THE PRESTATION OF THE SERVICE OF TELECOMMUNICATIONS

CHAPTER I

Object of the Contest. Applicable standards.

1.1. The National Executive Branch calls for international public competition for the PRIVATIZATION OF THE PRESTATION OF TELECOMUNICATIONS SERVICE through the sale of shares of the companies that own the licenses for the exploitation of telecommunications services, in the terms of Decree No. 731 of the national executive branch dated 12 September 1989 and of the decrees of the national executive branch that approve the present Pliego,

1.2. The following rules apply to this contest:

(a) Law 23.696.

(b) Telecommunications Act 19,798 and its regulations to the extent that such provisions have not been excluded by application of Act No. 23,696.

(c) Decree No. 1.105/89.

(d) Decree No. 731/89 and Decree No. 59/90 that modifies it.

(e) Decrees No. 60 and 61/90 establishing societies that shall be the holder of the respective licences and approve their statutes.

(f)E1 decree of approval of the present fold.

(g) This Form of Bases and Conditions.

(h) The Convention between the Ministry of Public Works and Services of the Nation and the company Argentine Telephone Company (Annex I. 1).

(j) Law 23.660.

The above number does not imply a priority order.

1.3. For the purposes of the interpretation of this fold, the definitions contained in Chapter XIX shall be governed.

1.4. The sale of 60% of the actions issued by each of the Licensing Companies is defined as the object of this contest, in circulation to the date of Toma de Posesión.

1.5. The assets of the Licensing Societies shall be formed by the goods, rights and obligations specified in CHAPTER VII, concerning the 1st provision of the telecommunications service in the Argentine Republic, which correspond to each of the two regions defined in CHAPTER VIII, item 8.2 and Annex VIII.1.

1.6 In accordance with Chapter VII, the goods, rights and obligations relating to the provision of the International Service shall be provided to an anonymous company that shall be entitled to the respective license and whose shares shall belong equally to the Licensing Companies. Similarly, goods, rights and obligations relating to the provision of services in competition shall be provided to another anonymous company that shall be holder of the respective licenses and whose actions shall also belong

by equal shares to the Licensing Companies.

CHAPTER II

From the Competition Announcement and its Chronogram.

2.1. The dissemination of the call to contest will be carried out by advertisements to be published by DIEZ (10) consecutive days from January 10, 1990, in the Official Gazette of the Nation and in CUATRO (4) newspapers of wide circulation, DOS (2) of the Federal Capital and DOS (2) of the interior.

The M.O.S.P. will be able to disseminate the call to contest by other national and external means and/or for longer as provided for in the preceding paragraph.

Ads will specify at least:

(a) The object of the call to public contest;

(b) The location and schedule of the Bases and Conditions and their value can be consulted and purchased:

(c) The place, date and time in which the Participants may submit to the Prequalification, as set out in point 3.2. ;

(d) The place, date and time in which the Prequalified bids may be submitted, according to

is set at point 5.1. ;

(e) The planned place, date and time for opening events for (c) and (d);

(f) The other requirements established by Decree 1105/89.

2.2. Those interested will be able to consult and acquire the Bases and Conditions at M.O.S.P., Av. 9 de Julio 1925, Capital Federal, from Monday to Friday at the time of 12.30 to 19,00 hours from 8 January and until 20 March 1990.

The acquisition of the Bases and Conditions will be a requirement to participate in the Contest, and its value is set in the amount of Australes equivalent to VEINTE MIL (20.000) US dollars according to the seller exchange rate quoted by the Banco de Nación Argentina at the close of the immediate business day prior to the acquisition.

2.3. The other significant dates of this Contest are listed below:

 -January 22, 1990: Opening of the period of consultations. -March 2: Last date for consultations on the fold. -March 21: Date for presentation of participants for Prequalification, and opening of presentations at 18 hours. -March 28: Notification of the Prequalification result. -April 5: Opening of the period of access to information (Chapter IV). -May 22: Closure of the period of access to information. -June 11: Date taken for the presentation of offers of the Prequalifieds and opening of the offers at 18 hours -June 14: Notification of Preadjudication. -June 22: Date taken for the presentation of objections to Preadjudication. -June 28: Date taken for Adjudication by Executive Decree and Resolution of Impugnations to Preadjudication. -August 6: Date for signature of the Transfer Contract. -October 8: Full date for the Possession Take. 

CHAPTER III

Participants and Prequalification

3.1. Private legal persons engaged in telecommunications activity as Operators may be presented to the Contest, which credit the required conditions and which are presented individually or integrated with other persons who are or are not Operators.

3.1.1. Operators participating in the Competition shall be presented individually or as Members of a Consortium, but may not make use of both alternatives. In the event of presenting themselves as Members of a Consortium they will not be able to integrate any other.

3.1.2. The presentation should indicate, where appropriate, the participation of each of the Members of the Consortium. In the Consortium and in the Invasive Society, the Chief Operator must have at least 10% participation.

In addition, one or more two Members must have and maintain a participation in the Consortium and in the Inversion Society of at least 20%. In this way, at least 30% of the Consortium and the Inverting Society will be owned by up to three people.

Both the Chief Operator and the Chief Operator or the Members who meet the above-mentioned 30%, as well as any other Members who have a share of more than 10%, shall have, each, 1 at the time of Prequalification, a net asset exceeding US$ 1000 million. For local companies, which are not part of the 30% cited, this requirement is reduced to US$300 million.

3.1.3. Whatever the participation of the Chief Operator in the Consortium, it must grant the management of the Licensing Society with full operating powers. The respective management contract ("management") shall be granted simultaneously with the signature of the Transfer Agreement and shall be subject to the prior approval of the Regulatory Authority in respect of the clauses conferring the management of the Operator, to which effect these clauses shall be submitted to the Regulatory Authority before 10 July 1990.

3.1.4. In addition, the Consortium and the Main Operator that integrates it must manifest its conformity with the use of the identifier part of the name of the Main Operator in the name of the Licensing Society.

3.1.5. In the event of a presentation in a consortium several Operators can be presented at a maximum of two that review the character of Main Operators. In that case, both of them, mainly, in solidarity and unlimited form, will sign the management contract referred to in point 3.1.3. In that case, the name of both Operators should be taken for the purposes of point 3.1.4.

Operators who are not Main Operators, will not subscribe to the contract mentioned in 3.1.3, nor should they give their name for the purposes of point 3.1.4. In all cases it will be the Major Operators who for all the purposes provided for in the fold will re-dress the character of Operators, without prejudice to the fact that they delegate part of the management to the remaining Operators who integrate the Consortium, upon authorization of the Regulatory Authority.

3.1.6. All Members of the Consortium whose participation exceeds 10% individually, shall assume the primary, solidarity and unlimited responsibility for the emerging obligations of their participation in the Contest and, if any, the fundamental payment of the sale price of the shares provided for in the Transfer Agreement.

3.1.7. Prequalified Consortiums may modify their composition after Prequalification subject to the following limitations:

3.1.7.1. The participation of the new Members shall not exceed CINCUENTA (50) per cent of the total participation of the excluded Members of the Operator, nor the TREINTA (30) per cent of the total Consortium.

3.1.7.2. The composition changes should be notified to M.O.S.P. until d 14 May 1990, accompanying the documentation required by points 3.6 and 3.8. corresponding to the new Members. The Prequalifying Commission may object to the modification in accordance with the characteristics of the new Members. The decision must be notified within the CINCO (5) working days of notifying the modification will be definitive and irrecurrible, but will not prevent the subsequent participation of the Consortium in its original composition.

3.1.7.3. In all cases the minimum participation indicated in point 3.1.2, second and third paragraph shall be maintained, without varying the identity of the Chief Operator and the Members with the participations indicated therein.

3.1.7.4. The entry of the new Members may only take place through the proportional reduction of the participations of the initial Members, excluding the Chief Operator and with the limitations of point 3.1.2. The evolution of one or more of the initial constituents involved the expiration of the Consortium Prequalification.

3.2. The presentation for Prequalification and the presentation of offers implies:

3.2.1. The knowledge and conformity of the Participants with the rules governing the Competition.

3.2.2. The commitment of the Participants not to object to the Competition or to the privatization process resulting from it.

3.3. The presentations of the Participants for the purposes of Prequalification will be received at M.O.S.P., Av. 9 de Julio 1925, Capital Federal, from Monday to Friday, at the time of 12.30 to 19,00 hs. until the day 21 de marzo de 1990 a fas 18,00 hs. Such submissions should contain at least the information required at point 3.4.

3.4. The presentation for the Prequalification of Participants will be made in an original and SIETE (7) copies, in folders that will contain at least the following:

3.4.1. General index, with indication of the folios in which it will develop.

3.4.2. Data from Members with the requirements indicated in point 3.6.

3.4.3. Background and references of the Operator as provided for in point 3.7.

3.4.4. Economic and financial capacity of the Members according to point 3.8.

3.4.5. Pliego signed by the legal representative or attorney and receipt of acquisition of the Pliego.

3.5. Presentations for Prequalification and offers should be written in Spanish. The accompanying documentation may be written in a foreign language provided that the corresponding translation is attached to Spanish by registered national public translator. The documentation issued or certified by foreign official or notaries shall be legalized.

3.6. The following requirements shall be met for the purpose of completing the item "Integrators Data" mentioned in point 3.4.2:

3.6.1. The Operator and, where appropriate, the remaining Members shall certify their existence as legal persons by certification from the control authority or other competent agency of the country of each Member; they shall denounce their real or legal domicile and shall constitute a single special domicile in the Federal Capital for the purposes of this Contest, to which all notifications are sent to the Operator or Consortium for the purposes of the Competition.

The Consortiums shall comply with the above precautions, as appropriate for each of their Members, the following:

3.6.2.1. Unify your personry for all the effects derived from the Contest.

3.6.2.2. Accompany the instrument that credits the irrevocable commitment of all its Members to form an Investor Society conditioned only on Adjudication.

3.6.2.3. The person ' s legal or empowered representative of the Operator and, as appropriate, the Consortium and its Members shall be notified in terms of both the identity and the powers of the grantors, as prescribed in each country.

3.7. E1 Operator, to participate in the Competition, must collect attributes of experience and suitability in the exploitation of services similar to those provided by the Licensing Society, those that must E accredit by accompanying the documents for the Prequalification, the authenticated documentation of the competent authority under whose control develops its activities, which proves its character as Operator at present, with indication of the type of services that it provides, number of lines that attends (5) 1. It should also establish the status of a private legal person.

3.8. In order to demonstrate the economic and financial capacity to meet the requirements of the Competition, including those related to the expansion and quality of the service, the presentation should include:

3.8.1. The last THREE (3) audited general memories and balances of the Operator, and in their case, of each of the remaining members of the Consortium. This documentation must be signed by the accountant or study of certifying counters, and this firm certifies notarly.

3.8.2. Combined scheme resulting from the last 3 balances referred to in point 3.8.1. of the Members of the Consortium, at the date of closure of the most recent wings according to the rates of exchange in force to that date, indicating the data contained in Annex III 2.

3.8.3. Certification of the auditors of each Members indicating that, according to their loyal knowledge and understanding, from the date of the last audited balance to 28.02.90 the state of property and solvency of the Integrant have not suffered a substantial negative variation.

3.9. Participants shall be prequalified by a Prequalifying Commission on the basis of the criteria contained in the attached evaluation matrix as Annex III. 1.

3.10. The Prequalifying Commission will be chaired by the Minister of Public Works and Services and composed of the Secretary of Communications and the ENtel Interventor. The decision, which is limited to admitting or rejecting the Prequalification of Participants, may be challenged to the National Executive within 3 working days and will be resolved within 3 working days.

In the event of a single Prequalification Participant, the Competition shall be declared vacant.

3.11. E1 M.O.S.P. will notify all Participants of the Prequalification result on 28 March 1990.

3.12. The Prequalifying Commission reserves, at its sole discretion, the authority to require additional information to that submitted by the Participants.

3.13. From 22 January to 2 March 1990, consultations relating to the written submission of the Participants will be received. The consultations will be submitted to the Communications Secretariat, Sarmiento 151, 4th floor, on working days from 12.30 to 19,00 hs. The answers, which will be extended to all the acquirers of the Pliego, will be made known in writing within the TEN (10) working days of having been formulated the consultation.

CHAPTER IV

Access to Prequalified Information

4.1. The Secretary of Communications or the officer in whom he delegates, coordinates with the relevant organizational units with access to the necessary information, visits, meetings and interviews, for the purpose of preparing offers of the Competition. To that end, each Prequalified shall appoint a representative to the Secretariat of Communications on 5 April 1990.

4.2. The Prequalified shall be at their disposal from 5 April 1990 until 22 May 1990:

4.2.1. Documentation that collects information available on the financial, operational, legal, accounting, labour and commercial situation of the different units.

4.2.2. Access to the different senior levels of the Secretariat for Communications and ENTel for the purpose of formulating such consultations as they deem appropriate.

4.2.3. Meetings and consultations with ENTel consultants and/or control bodies.

4.2.4. Visits to the various ENTeL facilities.

4. 3. E1 access to information concerning CAT, the Provincial Communications Directorate of Entre Ríos, Cooperatives and other Independent Operators will be channelled through the Communications Secretariat.

4.4. It is emphasized that independent research by qualified and expert individuals designated by each Prequalified is essential in order to enable it to form its own criterion for making its decisions. The submission implies that the Proponent had access to the information that he needed to prepare his offer and that it was based exclusively on his own investigation and evaluation.

CHAPTER V

Presentation of Offers and Adjudication Procedure

5.1. Place and date.

The offers of the Prequalified will be received at M. O. S. P., in Av. July 9, No. 1925, at the time of 12.30 to 18:00, from 4 June 1990 to the day and time set for the opening event inclusive.

5.2. From the Presentation.

The offers for the contest are presented in closed envelope, in original and seven (7) copies containing:

5.2.1. Identification of the Proponent, with the record of his prequalification.

5.2.2. The Licensing Society whose actions it proposes to acquire. In case of offering by both Licensing Companies, independent offers should be submitted, not conditioned between themselves and in separate envelopes.

5.2.3. The conformity with the payment of the base price in the terms mentioned in point 5.3.

5.2.4. The offer of Base Price in the terms mentioned in point 5.3.

5.2.5. The guarantee required by point 6.1.

5.3. Base price.

For each of the two shareholders a Base Price will be determined to be offered by the Proponents. These Base Prices must be paid to the Passion Take to ENTel in dollars of free availability in the square and bank that ENTel appropriately indicates. The Base Prices will be approved by the National Executive and communicated to the acquirers of the Pliego by 28 February 1990.

5.4. Additional price.

The Proponents should also offer the amount they offer to pay to the Possession Take, above the base price, by handing over, for its cancellation, the sovereign external debt securities verified by the Central Bank of the Argentine Republic, according to detail that was supplied before 28 February 1990. This amount is expressed in the nominal value of the titles with more the interest to the date of Preadjudication, which will remain in favor of ENTel. Further, the subsequent interests will be in favour of ENTel.

A1 sign the Transfer Agreement shall be informed to the Adjudicator of the procedure for the verification and transfer of the external debt securities.

5.5. Foliation and Signature.

The entire sheets of the offer must be sealed correlatively at the upper right angle and signed by the legal representative or the Proponent in which, if any, the personry has been unified.

5.6. Opening.

The opening of the tenders will take place on 11 June 1990 at 6 p.m. in public ceremony, chaired by Mr. Minister of Public Works and Services, and with the presence of Mr. Secretary of Communications, the Interventor of ENTel, or those in whom they delegate, the representative of the General Assembly of Public Companies and the General Writer of the Government of the Nation. There shall be a record in which the tenders received shall be recorded, including the number of orders assigned and the name of the Proponent, the guarantees that are accompanied and the comments and challenges that the Proponents may make.

The record will be signed by the official who presides over the act and the attendees who wish it.

The originals of the offers will be added to the record as annexes to it, signed by the official who presides the act. Copies of the same will remain in room No..., flat..., of the M. O. S. P. in d hours of 13.30 and 17.00 hours at the disposal of the Proponents, where these, their representatives and agents will be able to take a look, notes and take photocopies of them until 22 June 1990.

5.7. Evaluation.

The offers will be evaluated by a Pre-adjudication Commission chaired by the Minister of Public Works and Services and composed of the Secretary of Communications and the ENTel Interventor, taking into account only the additional price quoted above the Base Price.

5.8. Preadjudication.

5.8.1. The opinion of the Preadjudication Commission shall determine the merit order of tenders that may be awarded. The above-mentioned ruling shall take place no later than 14 June 1990 and shall be handed over to all Proponents in the same act, in M. O. S. P., Av. July 9, 1925, following a subpoena to that effect, they were given by means of faith. From the notice of the Preadjudication and for the period of CINCO (5) working days the M. O. S. P. will receive objections to the Preadjudication, which in order to be considered must be accompanied by the guarantee indicated in point 6.4.

5.8.2.

5.8.2.1. If a Proponent was pre-adjudicated with respect to both Licensing Companies, and in both there would be another or other Proponents, the Proponent Successor will be Adjudicator only of the Licensing Society for which he has offered the Higher Additional Price of his two offers.

The following procedure will be followed for the award of the shareholder package for the other Licensing Company:

-The Proponent will be called second by price and will be asked to improve your offer until you exceed the location in the first place. If you accept, you will be awarded the shareholder in question.

- If you do not accept, the procedure will be repeated, successively and following the merit order, with the remaining Proponents who offered by the Licensing Society in question and only if no one accepts it will be awarded to the Proponent who offered the best price despite having been Adjudicated to the other package.

5.8.2.2. If a Proponent was pre-adjudicated with respect to the two Licensing Companies, and only for one of them there would be another Proponent, then the Proponent Successor will be Adjudicator with respect to the Licensing Society where there was no other Proponent and for the other Licensing Society the procedure of requesting the improvement of detailed supply at point 5.8.2.1.

5.8.2.3. If a Proponent was pre-adjudicated with respect to both Licensing Companies and in none of them there would be another Proponent, he will be Adjudicator with respect to both.

5.8.2.4. If there were no offers in respect of a Licensing Society, the Proponent placed in second order in respect of the other Licensing Company invited him to offer a price composed of the Base Price corresponding to the Licensing Company, by which there were no offers but an Additional Price that keeps with the Additional Price that the Proponent has offered in first order the same relationship that exists in the Base Prices corresponding to both Licensing Companies. If no offer is obtained, the procedure will be repeated, successively with the third and other Proponents for the other Licensing Society in its merit order and, ultimately, with the Proponent located in the first order.

5.8.2.5. If the procedure described at point 5.8.2.4 has been followed. No offers are received by one of the Licensing Companies, the contest will be declared vacant for both.

5.9. Adjudication

On 28 June 1990, the National Executive Power, by decree, will proceed to Adjudication, will resolve the challenges to Preadjudication and will set the date for the subscription of the Transfer Contracts, which will be made by 6 August 1990.

If an Adjudicator fails to comply with the obligation to subscribe to the transfer contract at the date fixed, he will lose the supply guarantee and the Executive Power will proceed to award the offer located in the second term, if any, and, if the default is repeated, to the remaining offers in merit order. In the event that the Transfer Agreement with respect to a Licensing Society has not been signed, the procedure described in point 5.8.2.4 or 5.8.2.5, as appropriate, will be applied, mutatis mutandi.

5.10. Transfer contract.

5.10.1. The Transfer Agreement shall be signed by the Members of the Adjudicatory Consortium, who shall be primarily responsible, in solidarity and unlimited form of the payment of the price therein, and by the Inverting Society that at that date shall be constituted by the Members.

5.10.2. The transfer contract shall establish the date of Toma de Posesión, which shall not be later than 8 October 1990. On that date, the shareholders sold against the payment of the respective prices will be delivered to the respective Inverter Societies and the acts provided for in Chapter VII will be carried out.

5. 11. Inversion Society;

5. 11.1. The Investor Society shall be constituted, within the jurisdiction of the Federal Capital, at the date of signature of the Transfer Contract.

5.11.2. From the constitution of the Inverting Society to the Possession Storm, new shareholders may be incorporated into the same until a SETEN BY SCIENT (70 %) of their capital provided that they are financial entities that sign the Guaranteed Refinancing Contract even if they have participated in other Proponents. This incorporation does not affect the subsistence of the solidarity responsibility of Adjudicator Members for the payment of the price provided for in the Transfer Agreement.

In all cases, the Chief Operator and/or the Members holding the minimum percentages of participation indicated in the second and third paragraph of point 3.1.2 shall maintain such minimum participations.

5.11.3. From the date of Toma de Posesión any transfer of shares that reduce the possession of the shareholders existing to that date, in conjunction, to less than the CINCUENTA and UNO per CIENTO (51 %) of the total capital of the Inverting Society with the right to vote, must be previously approved by the Regulatory Authority. This restriction must be established in the statute of the Inverting Society whose actions will be nominative.

5.12. Financial Advisers' fees.

In the act of Possession, the Financial Advisers shall be paid the entire contingent honorary paid by ENTel with them by the corresponding retention in their favour of the obtained, according to the instructions given by ENTel.

CHAPTER VI

Guarantees

6. 1. Supply guarantee.

To strengthen supply maintenance, each Proponent must present a guarantee equivalent to UNO (1) percent of the respective base price, in US dollars of free availability.

The offers of all the Proponent shall be maintained until the date of signature of the Transfer Agreement. The withdrawal of the offer before this period, or the refusal to sign the offer, will cause the loss of the guarantee. However, if the Adjudication is not performed within the NOVENTA (90) days from the opening date of the offers any Proponent by default of QUINCE (15) working days, you may withdraw your offer without penalty, with refund of the respective guarantee.

6. 2. Guarantees shall be in favour of ENTel in any of the following forms:

(a) Through the deposit at the Banco de la Nación Argentina de Bonos Externos de la República Argentina, 1984 series, for which the corresponding deposit certificate affected in favor of ENTel will be presented. The amount of the deposit must be sufficient to cover the required guarantee to market value, plus a margin of 20% (veinte per cent).

(b) Through a deposit in US dollars to the order of ENTeL at the Banco de la Nación Argentina.

(c) By means of a US dollar bank deposit offered by a bank approved by ENTel prior to the opening date of the offers, for which purpose such approval must be requested at a minimum advance of TEN (10) working days of the opening date of the offers.

In the case of a Consortium, the guarantee must be made on behalf of the Consortium.

In all cases it must be identified in the guarantee, the contest and the name of the Proponent.

6.3. Back of guarantees.

The guarantees of the tenders shall be returned on its own motion and immediately upon signature of the Transfer Agreement except as provided for in item 6.5.

6.4. Guarantee of challenge or appeal.

It will be a condition to challenge the Prequalification, Preadjudication or appeal against Adjudication to have participated in the Competition and constitute a guarantee by deposit in the Bank of the Argentine Nation, to the order of ENTeL, of External Bonuses of the Argentine Republic, 1984 series, whose market value is equivalent to the triple of the value of the Pliego. The fate of such a guarantee shall be provided for in Decree 1105/89 and shall be returned to the challenger in the event that the challenge prospers, when a final decision is reached on it.

6.5. For those who are Adjudicatory, the offer guarantee will be converted from the notice of Adjudication, as a guarantee of award. The return of this guarantee will be made within 5 working days from the Possession Take

CHAPTER VII

Constitution of Licensing Companies and Transfers of Their Actions

7.1. The two anonymous companies created by decree Nro shall be responsible for the provision of the services established in point 13.3.a).

7.1.1. The single social object determined in the Statutes of each Licensing Society is the provision of public telecommunications services, except those for broadcasting, within the scope, if any, of the licenses granted to it.

7.1.2. According to the Statutes, while the licenses are in force, the Licensing Companies may not expand or modify their social object or move their domicile outside the Argentine Republic.

7.1.3. The National Executive Power designates the Boards, which will initially be one-person and the Unions with a mandate until the date of the Possession Take.

7.1.4. Each Licensor Society may issue ordinary actions of one vote, preferred actions with or without a vote, which are either predetermined or not, convertible or not, musttures and negotiable obligations simple or convertible. The scriptural regime would be adopted for the issue and transmission of the securities.

7.1.5. The holdings of the Inverting Society in the Licensing Society may not, in any title of 51% of the shareholder's capital without prior authorization of the regulatory authority as set out in point 5.11.3.

7.1.6. Licensing Companies shall be authorized to make public tenders of their titles - values according to Law No. 17.811 at the date of the Possession Take.

7.1.7. As of the date of the Possession, the Licensing Companies shall be the holder of the respective licenses for the provision of the services set out in point 13.3.a) with the scopes indicated in the fold.

7.2. ENTel will determine the assets and liabilities assigned to each of the Licensing Companies, with the criterion of ensuring continuity, both in the provision of services within each Region, and in the relationships of one with the other, with SPSI, SSEC, and with the Independent Operators. The effective transfer of such assets and liabilities to the Licensing Companies shall be carried out with effect to the Possession Take. The telecommunications services purchased and not invoiced at the date of Toma de Posesión will be billed and charged by the Licensing Society, SPSI or SSEC, as appropriate, and such amounts will be owned by these companies.

7.2.1. The physical assets affected to service in each Region shall be included in an inventory to be made by ENTel for the period of access to the information provided by Chapter IV.

7.2.2. The above-mentioned inventory will identify the property owned by ENTeL to the National State, the provinces, municipalities and persons of private law, whose ownership or rights of use, if any, will be transferred to the Licensing Companies for the purpose of providing the telecommunications service.

7.2.3. The current centre identified as Centro Automatic Interurbano Buenos Aires (CAIBA) will initially be owned by both Licensing Companies.

7.2.4. Of the assets of ENTel to transfer will expressly exclude the brand and/or the acronym "ENTel".

7.3. Depending on the values attributed to the assets assigned to each Licensing Society, according to point 7.2, the amount corresponding to the transfer of the same in terms of capital integration, represented by regular shares, and the non-capitalized balance, expressed as debt in favour of ENTel. This debt is initially called in U.S. Dollars and its amount will be reported in conjunction with the amount of the Base Price set out in regulation 5.3.

7.4. In the assets of each Sociedad Licentaria estera included the right to transfer, without charge, of the representative actions of 50% of the social capital of the company anonymous holder of the International Service (SPSI), as well as of the Society that provides the Services in Competition (SSEC), whose constitution and organization are governed by the provisions of points 7.8 and 7.9.

7.5. In the matter of liability, it governs the principle that the Licensing Companies do not happen to ENTel, nor to universal title or to particular, in their debts, obligations and liabilities, except for the items established taxatively below that result from the transfer of the Licensing Companies as ongoing companies:

7.5.1. The works and service location contracts concluded by ENTel, which have been in force and in the course of execution to the Possession Take with the scope determined at point 7.5.4., whose detail will be provided in the period of access to the information.

7.5.2. The collective labour agreements that are added as Annex VII. 1 and the employment relations covered by them, or by private contracts that are in force at the date of Toma de Posesión, and whose details are reported in the period of access to the information.

7.5.3. Employer ' s liability arising from the labour, insurance and insurance scheme, except (a) ongoing trials, and (b) obligations to pay sums of money for the above-mentioned concepts that are accrued to the date of Possession.

7.5.4. Obligations to suppliers of goods arising from ongoing contracts, for payment of benefits made and invoiced from the date of Toma de Posesión, which are detailed as supplementary information, in the period of access to the information.

7.5.5. The outstanding obligations of ENTel by the Megatel plan whose detail was reported in the period of access to the information.

7.5.6. The emerging obligations of existing contracts as at 31 December 1989 between ENTel and CAT, and ENTel and the provinces, whose details will be provided as supplementary information in the period of access to information.

7.5.7. Contracts in force for the Taking of Possession with the Ministry of Defence, the Security Forces and the Armed Forces of the Nation, which were reported in the period of access to information.

7.5.8. The outstanding debt to the Possession Take due to the acquisition of the "transponder", which will be assumed by the SPSI. This debt will be reported in the period of access to information.

7.5.9. The outstanding debt to the Possession Torna with the correspondents of ENTel, in detail and whose maximum amount will be provided in the period of access to the information, which will be assumed by SPSI.

7.5.10. Contracts mentioned in points 7.5.1. and 7.5.4. shall not engage the Licensing Companies for a period exceeding the DIECIOCHO (18) months counted from the Possession Take or for a higher amount than that reported in the period of access to information by each Licensing Society. Payments to be made in accordance with such contracts shall not accrue within the months following the Possession Take. Also in the period of access to the information will be reported on, and access will be given, to the contracts signed until the beginning of the period of access to the information, from which ENTel will not sign any contracts other than those indicated in 7.5.1. and 7.5.4. until the Possession Take.

7.5.11. From 31 December 1989 ENTel will be administered in a manner that does not undertake extraordinary commitments outside the normal course of business or which are not strictly necessary to ensure the continuity of services during the maximum period provided for in item 7.5.10.

7.6. These are conditions for the sale of 60% of the shares in accordance with the provisions of point 1.4 and for the granting of the license to each Licensing Society for the provision of the services in its charge, the following:

7.6.1. Each Competition Adjudicator subscribes to the Transfer Agreement, the final text of which will be prepared by ENTel and will be provided as supplementary information during the period of access to the information provided for in Chapter IV.

7.6.2. At the same time with the Possession Take, a General Assembly unanimously with the dual character of Ordinary and Extraordinary of the respective Licensing Society is held with the concurrence of the total actions in circulation, for.

7.6.2.1. Change the social denomination, so that the name of the Licensing Society contains the identification of the Operator that integrates the respective Inversion Society.

7.6.2.2. Renewing the Directory, which will cease to be one-person, and the Bachelor's Syndicature on the proposal of the awarde.

7.6.2.3. Document the debt referred to in point 7.3 by issuing debt instruments in United States dollars with the following emission conditions:

7.6.2.3.1. Interest at the rate LIBOR to CIENTO OCHENTA (180) days in force at the beginning of each period, with more 0,8125 percentage points, computed on the capital not amortized and payable for the last semester.

7.6.2.3.2. Time of grace for the capital of THREE (3) full years, from the date of issue, and first amortization of the capital at the end of the next semester, being in total SEIS (6) equal semester quotas that will reduce proportionally the debt capital of each title until its total extinction to the end of the sixth year.

7.6.2.3.3. The instrumentation modality will be determined by ENTel before the Possession Take.

7.7. Destination of ordinary actions that are not acquired by the Adjudicators.

Contemporaneously with the signing of the contract mentioned in point 7.6.1., the balance of the representative shares of the social capital of each Licensing Society, i.e. the CUARENTA (40) per cent not sold to the respective Adjudicatory, shall be subject to transfer of trust in character irrevocable and definitive, by ENTel to a bank that designates according to the terms of a trust contract to be

7.7.1. VEINTICINCO per cent (25%) for the staff who will perform in the Licensing Companies, SPSI and SSEC in the terms described in Chapter XIV.

7.7.2. DOCE with CINCUENTA centésimos (12.50%) for Cooperatives.

7.7.3. SESENTA AND TWO WITH A hundred percent (62.50%) for the investor.

7.8. SPSI

The anonymous company created by Decree No. 9O shall be responsible for the provision of the services listed in point 9.2. The SPSI will have as a single social object the provision of public telecommunications services, except those for broadcasting, within the scope, if any, of the license granted to it. According to its statute, SPSI will not be able to expand or modify its social object or move its domicile outside the Argentine Republic.

To the date of Possession the SPSI will be licensed for the provision of the international services specified in point 9.2. Through it the Licensing Companies will develop all the business and activities of the International Service.

7.8.1. The SPSI will be provided with equipment and other ENTel assets affected to its benefit, which will be included in an inventory to be made by ENTel for the period of access to the information.

7.8.2. The capital contributions made by ENTel to INTELSAT and INMARSAT until the date of Toma de Posesión will not be transferred to the SPSI.

7.8.3. The National Satellite Service, as well as the assets of ENTel to the affected, will be incorporated into the SPSI.

7.8.4. The net income of the SPSI activity will be distributed among the Licensing Companies, except agreement of them on the contrary, proportionally to the traffic originated in, and destined to, each type of service for each one of them.

7.8.5 During the Exclusivity Period the SPSI will bill its fees to the Licensing Companies for the service it provides in such a way that it compensates for its total operating costs and an efficient administration and investment necessary for the expansion of its own network. The surplus of the total income of the Licensing Companies from the International Service shall be applied by those to the maturation and expansion of their networks, and to the improvement of the services of the Licensing Companies, according to the obligations and goals set out in Chapter X.

7.8.6. The actions in SPSI assigned to each Licensing Society may not be transferred by these, for any reason, during the Period of Exclusivity, without authorization from the Regulatory Authority.

7.8.7. Licensing Companies shall, in common agreement, designate a responsible SPSI operator, who may be one or both of them, or a third party, who will have to establish experience as an international service operator. In all cases the responsible operator must be approved by the Regulatory Autoria.

7.9. SSEC

The anonymous company created by Decree No. 90 will be responsible for the provision of the services listed in point 9.11. The SSEC will have as its sole social object the presentation of public telecommunications services, except those for broadcasting, within the scope, if any, of the licenses granted to it. According to its statute, the SSEC will not be able to expand or modify its social object or move its domicile outside the Argentine Republic.

The assignment or transfer under any title of the actions in SSEC shall be governed by the general provisions which at the time, on the proposal of the Regulatory Authority, are issued by Decree of the National Executive, for companies that provide telecommunications services in competition.

At the time of Toma de Posesión the SSEC will be the holder of the licenses necessary for the provision of the services provided for in point 9. 11. Through it, or other separate societies, the Licensing Companies will develop all the businesses and activities of such services in competition.

7.9.1. The equipment and other ENTel assets affected to the provision of the services in competition will be provided to the SSEC, according to inventory to be made by ENTel for the period of access to the information.

7.9.2. The national services of Telex and the national and international services provided through the ARPAC network will be considered each as a single operating unit and the means, systems and equipment used in its delivery will belong to the SSEC.

7.9.3. The media, systems and equipment of ENTel affected to the service of Marine Mobile Radio will pass to the SSEC.

7.10. Treatment of domiciled shareholders abroad and external lending of the Licensing Companies,

7.10.1. Licensing Companies shall have the right to maintain the foreign currency portion corresponding to them by the International Service. These currencies will be available for the payment of financial services, Operator fees and dividends, and eventually for the refund of capital to the shareholders of the outside, subject to compliance with the capital reduction regulations.

7.10.2. The National Government will grant its approval for the hosting of external investments in the Licensing Companies to the investment insurance regimes established by international or state agencies, to which the interested parties have access.

CHAPTER VIII

Telephonic Basic Service. Division in Regions. Other Services.

8.1. It is defined as "Technical Basic Service" to the provision of fixed telecommunications links that are part of the public telephone network or which are connected to that network and the provision by these means of the urban, interurban and international living voice service.

8.2. For the purposes of the provision of basic urban and intercity telephone services, two Regions are established: North and South, according to the limits described in Annex VIII. 1 and maps attached to it, which also indicate the services currently provided by ENTel in those Regions.

In each of these Regions there are areas with the following situation:

(a) areas where ENTel or CAT S.A. provide services;

(b) areas where the service is provided by Cooperatives;

(c) areas where the service is provided by other entities;

(d) areas where service is not provided.

8.3. Network Terminals Regarding Users.

The terminal points of the network of the "Technical Basic Service" for the users are the following:

(a) properties with internal wiring: up to the property distribution box.

b) properties without internal wiring: up to the transition rosette, from the down wire to the internal installation wire.

The rights and obligations of the Licensing Companies and the S. P. S. I., on the network, reach the terminal points described.

8.4. Connecting equipment to networks. Equipment supply.

8.4.1. The Licensing Companies and the S. P. S. I. are obliged to connect to their networks all the equipment installed at the user station, provided that such equipment has been approved by the Regulatory Authority

8.4.2. The supply of equipment to connect from the terminal points of the network (the user side), will be carried out in competition regime. Licensing Companies and S.P.S.I. may not object to such regime.

8.4.3. The equipment supplied must be approved by the Regulatory Authority.

8.4.4. Modifications from the terminal points of the network (the user side), may be made by them provided that such modifications make them technical responsible registered in the respective Professional Councils and authorized by the Regulatory Authority.

The Licensing Companies and S.P.S.I. will have the right to verify the modifications, in cases where they cause damage to their networks, informing the Regulatory Authority, so that it resolves the relevant.

8.4.5. The Licensing Companies and the S. P. S. I. will not be able to provide if equipment to connect from the terminal points of the network (user side).

8.4.6. In the event that the supply is made by a company directly or indirectly linked to the Licensing Companies or to the S. P. S. I., that company will not be able to carry out its activities by sharing or using operating facilities, organization or any other species, or use the name of the Licensing Companies or the S. P. S. I.

8.4.7. It is a non-mandatory goal that the Licensing Companies and the S. P. S. I. install on the terminal points of the network (user side), a fertilizer station isolating equipment that allows to verify, through local questioning the state of operation of the network line.

8.5. Telecommunications services not included in the definition of the "Technical Basic Service" will be rendered in competition from the date of possession.

The following points set out the particular provisions for some services not defined as "Technical Basic Service".

8.6. Mobile Cell Radiocommunication Service (S. R M. C.).

8.6.1. After the Possession Take, any interested or any of the Licensing companies may request that the respective license be granted for the benefit of the S. R M. C. in a given area be called.

8.6.2. Licensing Companies will not be able to participate in the first contest for the first band in a given area.

8.6.3. If the contest referred to in point 8.6.2, no award shall be made by the Licensing Society, it may participate in the second contest to be called for the first band in the same area.

8.6.4. If in the first or second contest referred to in point 8.6.3.: a) the Licensing Society will not be awarded, it will have the right, within the second year, counted from the date of granting the first license or from the Possession Toma, which occurs later, to be awarded the second band in that area, under the same conditions that led for the first band in that same area, not to be awarded.

8.6.5. Licensing Companies will not be able to participate in the first contest for the first band of the S. R. M. C. in an area that covers part of the two Regions (shared).

8.6.6. If the first contest to be held for the assumption provided for in point 8.6.5, no award shall be made, the Licensing Companies may opt for some of the following modalities with the effects provided therein:

(a) Form an independent society, owned by both Licensing Companies, to participate in the second contest that is called for the first band in that shared area

If in that second contest:

(1) The independent society, owned by both Licensing Companies, will not be awarded, such independent society will have the right, within the second year, counting from the date of granting the first license or from the Possession Take, which happens later, to adjudge the second band in that area in the same conditions that led for the first band in that shared area.

(2) The independent company, owned by both Licensing Companies, will be awarded the Licensing Companies will not have the right, under any circumstances, to request the call or to participate in the contest to be held for the second band in that shared area.

(b) Form each of the Licensing Companies independent companies and request a call for competition to adhere to the best offer presented by each of the two independent companies. The best offer may not be less than that of the first license granted.

8.6.7. No Licensor or Independent Operator Company may be holder, or control, directly or indirectly, more than one license in the same service area of S. R M.

8.6.8. In AMBA there is already an Independent Operator for the S. R. M. C. (Concurso No 1-SC/88).

In the event that the Independent Operator integrates one of the Licensing Companies, the other Licensing Society shall have the right, from 1 November 1991 and until 1 November 1992, to be awarded the second license for the AMBA area in the same condition as those that led in the first contest held in AMBA. The cleaning of the band "A" attributed to the S. R M. C. in those frequencies used by ENTel equipment will be responsible and will be in charge of the Licensing Companies.

8.7. Links Leasing Point for Telephone Services

After the Possession Take, the Regulatory Authority may authorize interested parties to do so, to install point-to-point links for the telephone service at the national level as long as the Licensing Companies cannot provide them at the OCHENTA (180) days, counted from the request for such a link. Such authorization shall be granted in the same technical conditions as those required to the Licensing Companies.

During the period of exclusivity, authorized links may not be connected to any point in the Licensing Society network.

8.8. Data transmission services, via Satellite, of a national nature.

In the event that a holder of a permit for the provision of data transmission services, by satellite, did not provide the service within one year from the Possession Take, the Regulatory Authority shall have the expiration of such permits.

At the date of the approval of the Pliego there are five permits authorizing the provision of such services (point-point and point - multipoint) throughout the national territory. These permits will be available to the Prequalified during the period of access to the information.

8.9. International point-to-point links for data transmission and the provision of other value-added services via satellite.

The tenant of international point-to-point links for the transmission of data and other value-added services (teleconferences, etc.), via satellite, which at the date of Toma de Posesión, have leased point-to-international links, may continue to use them in the conditions in which they do so to that date. Such links cannot be connected to the public network. The link holder may only use this medium for private use. In no case may you resell the use of facilities or provide through such links, other services.

Subsequent to the date of Toma de Posesión, such links may be extended or modified with the prior conformity of S. P. S. I. In case of disagreement, the Regulatory Authority will intervene.

8. 10. Independent operators.

8.10.1. Licensing companies will not be able to provide telephone services in those areas of local service, where they are provided, as at 31 December 1989, by an Independent Operator.

Without prejudice to this, the Regulatory Authority shall provide that, within one year of the Possession Take, the Independent Operators conform to the rules that the Pledge determines and that they meet the mandatory targets specified in this Pledge.

If the Independent Operator fulfils, within the time limit referred to, the conditions set out in the preceding paragraph, the Regulatory Authority shall grant him an exclusive license to provide telephone services in the respective area for a period equal to the period of exclusivity that has not yet elapsed. In the event that the expansion of lines installed by the Independent Operator implies an extension of the link to the corresponding primary center, such increase of lines will be computed within the total of which the Licensing Society must provide in the Region, provided that the expansion of the link is provided by the Licensing Society.

8.10.2. From the THREE (3) months of the Possession Take, those interested in providing urban telephony services, in other areas in which the Licensing Companies do not provide services, located more than QUINCE (15) Km to a Primary Center, may present plans to the Regulatory Authority for the provision of such services. The plan should include at least the identification of the local service area, the central to which it will connect and the description of the connection lines to the Licensing Society network. In such cases, the Licensing Society shall communicate within the TREINTA (30) days, on the date on which the plan presented is made known, whether it is willing to provide the service in that area or not. When the Licensing Society is willing to provide the services, the Regulatory Authority shall issue an order demanding that the service commence in the area within the DOCE (12) months, or sooner if the date on which the data subject has proposed it was earlier. The order will set annual targets for the number of access lines.

When the Licensor Society does not provide the service, the person who has submitted the plan may receive an exclusive license in that area for a period equal to the period of exclusivity that has not yet passed. This license will expire in full right if it does not meet the dates set for the start of the service or with the numbers of access lines running at the end of each of the years specified in your plan and with the current efficiency goals for the Region. The lines installed by the Independent Operator are computed within the total of which the Licensing Society must provide in the Region, provided that the connection link to the corresponding Primary Centre is provided by the Licensing Society.

CHAPTER IX

Services provided by S. P. S. I. and S. S. E. C.

9.1. S. P. S. I. will provide the services specified in point 9.2, under license with exclusivity and during the Period of Exclusivity set out in point 13.3 of the Pliego.

9.2. S. P. S. I. will provide, on an exclusive basis, the following services:

- International Telephony

-International phone for preferential subscribers.

- International data, international telex and international point-to-point links leased for telephony, data transmission, and/or value-added services, with the ranges set out in point 8.9.

9.3. After the Period of Exclusivity, all international services, without exclusions, shall be rendered in competition, without prejudice to the established rules of the Regulatory Authority.

The rates to apply reciprocally from the expiration of the Period of Exclusivity, for potential competitors, will have non-discriminatory bases. They will be of such value that they will in no way discourage competition. After that Period competition will be opened through separate facilities or resale of services, using facilities from another provider. The Regulatory Authority shall establish the rules governing the provision of international services, after the period of Exclusivity, taking into account the provisions set out in the preceding paragraphs of this point and evaluating the conditions of competence existing at that time.

9.4. Excluding services of the S.P.S.I.

International, local and regional border services that were part of the services provided by the Licensing Companies, and which were excluded from the provision of S. P. S. I. The details of these services will be provided in the period of access to information.

The international services indicated as excluded will continue to operate as they do at present, exclusively as a terminal traffic between the corresponding country and vice versa, and for all purposes the traffic will be owned by the Licensing Companies.

9.5. The Licensing Companies shall maintain, in quality and quantity, for the exclusive and permanent use of S. P. S. I., the circuits that at the time of Toma de Posesión are used by the international service of ENTel belonging to terrestrial links with terrestrial stations and high capacity systems with Brazil, Paraguay, Bolivia, Chile and Uruguay.

9.6. Current users of international telephony and telex preferential subscribers will have the right to maintain the connection to these services.

9. 7. From the date of the Possession Take, S. P. S. I. will pay to the Communications Secretariat, or directly on behalf of the Communications Secretariat, if appropriate, the new capital contributions or any concept to be made to INTELSAT and INMARSART.

The representation of the Argentine signatory to the INTELSAT Board of Governors is carried out by the Communications Secretariat. The competent authority in each case regulates the representation of the Argentine signatory to the organs of INTELSAT and INMARSAT, whose detail will be given in the period of access to the information.

9.8. S.P.S.I. cannot reduce the current modalities of international services. Any modification of the operational capacity should be informed on the basis of the Regulatory Authority and, in the event that a decrease in services would result, such modification would require express authorization from that Authority.

9.9. With respect to international goods and services, the Licensing Companies may, after the expiration of the period of Exclusivity, jointly propose to the Regulatory Authority their provision in a manner other than that provided for in this fold, either:

9.9.1. The division of goods and services in such a way that each Licensing Society does so on its own, provided that at least the mandatory targets specified in Chapter X are met.

9.9.2. Disposing all goods and services to one or more third parties under the same condition of continuity and quality of services.

1. Any combination of the previous alternatives.

The Regulatory Authority, according to the scheme proposed, shall evaluate the existing conditions of competence and, if necessary, shall establish the rules of allocation of specified profits, which shall represent a reasonable return and encourage the Providers. The Regulatory Authority shall also evaluate the quality of the eventual successor Operator.

9.10. The S.P.S.I. and its successors, if any according to point 9.9, are obliged to make available to the Licensing Companies all the facilities required to meet the demand for traffic that they originate.

9.11. The S.S.E.C. will provide, in competition, services:

- National Teleex.

- National data (ARPAC)

-Radio Mobile Maritime

The scope of allowance covers the entire national territory.

9.12. The SSEC may request licenses to provide other services not included in point 9. 11.

9.13. The S.P.S.I. and the S.S.E.C. shall organize their accounting in such a way as to have clearly separate accounts of each type of service they provide.

CHAPTER X

Obligations of Licensing Companies, S.P.S.I. and S.S.E.C.

10.1 Obligations of delivery of the Telephonic Basic Service.

10.1.1. In order to comply with the rules and recommendations inherent in the provision of services, their quality and compliance with the rules of good art, each Licensing Society in its Region and the S.P.S.I. shall satisfy the provisions of this Chapter, as well as the national, provincial and municipal provisions.

10.1.2. The Licensing Companies and the S.P.S.I. are obliged to ensure the continuity, giving, equality and generality of the provision of public services to their office.

Licensing Society and SPSI are obliged to ensure the continuity, regularity, equality and generality of the provision of public services to their office.

10.1.3. Each Licensing Society in its Region and the S.P.S.I. must have the necessary instrumental equipment to enable the Regulatory Authority to properly carry out its control and control functions. They will be obliged to allow the free access Regulatory Authority and to provide all the information that is required by it, in which they set each opportunity.

10.1.4. Each Licensing Society in its Region shall comply with minimum plans Public and Semipublic Services in the selected locations, which will be reported in the period of access to the information and in the following amounts:

10.1.4.1. During the Period of Exclusivity in 400 localities of the North Region and 280 localities of the South Region.

10.1.4.2. To access the Extension of Exclusivity in 200 additional locations in the North Region and 140 additional locations in the South Region.

10.1.4.3. In both cases, it shall submit to the Regulatory Authority the respective plans by 8 October 1992 for the assumption provided in 10.1.4.1 and by 8 October for the case referred to in 10.1.4.2.

10.1.5. It is compulsory not to disconnect any population from the national satellite service. If alternative means of efficient telecommunications exist, the use of these shall be previously authorized by the Regulatory Authority

10.1.6. Free emergency service.

A free service for emergency calls to the police, firefighters, ambulances and sinisters of negation will be available to the public with uniform numbering of character

10.1.7. Figure in guide and information service.

The Licensing Companies and the S.P.S.I. will be obliged to provide annually free of charge, the User Guide paid to the service, in accordance with the established Recaudos Regulatory Authority.

The Licensing Companies and the S.P.S.I. will provide an information service by which any user paid to the service will be able to obtain information about the numbers of their subscribers in guide.

This service may be onerous.

10.1.8. Service targets.

Annex X.1 sets out the basic service delivery targets divided into two categories: mandatory and non-mandatory.

10.1.8.1. Mandatory goals are:

1-Penetration of the network: the number of lines switched in operation to provide in each province (and in the respective area of AMBA).

2 -Call efficiency:

a -Efficiency in completing local calls within the Region.

b -Efficiency in completing intercity calls within the Region.

c -Efficiency in completing international calls.

3 - Operating services efficiency:

a -Information Service: percentage of calls answered within 20 seconds.

b- Repair Service: percentage of answered calls within 10 seconds.

c - Interurban call service assisted by operator: percentage of answered calls within 10 seconds.

d- International call service assisted by operator percentage of answered calls within 10 seconds.

4 -Incidence of failures in the local telephone network:

a -Fallas on the external floor for each 100 main access lines.

b -Fallas on the internal floor for every 100 main access lines.

c - delays in repairing faults in the local telephone network.

5 -Average waiting time for installation.

10.1.8.2. Non-binding goals are:

1 -Efficiency in completing local interregional calls.

2 -Efficiency in completing inter-urban calls.

3 -Incidence of automatic public telephone failures (T.P.A.).

a- Number of repaired failures in TPA stations per 100 stations.

b -Demories in repairing TPA stations: number of average days of service interrupted by repaired failure.

10.1.8.3. Modification of service targets.

10.1.8.3.1. During the period of Exclusivity and in its case during the extension of that period, each Licensing Society may propose the modification of the service goals, requesting the prior authorization to the Regulatory Authority. If such modifications were authorized and received the "improvement of targets", such an act will be valued by the Regulatory Authority, while applying the penalties provided for in Chapter XIII.

The Regulatory Authority, by a well-established decision, may request, in response to the quality and efficiency of services, the modification of service targets with the "improvement of targets." Such modification will require for its application the conformity of the Licensing Companies. If they do not provide their conformity, the reasonableness of such an act shall be valued by the Regulatory Authority while applying the penalties provided for in Chapter XIII.

10.1.8.3.2. From the Period of Exclusivity.

The Regulatory Authority shall establish the service targets that apply once the Exclusivity Period expires.

10.1.8.4. Each Licensing Society shall be obliged to verify compliance with the service targets and to report thereon to the Regulatory Authority annually. This, in turn, will have the authority to carry out its own verifications and to review the procedures and records underlying such reports and to require the necessary procedural modifications to improve the accuracy of the information.

10.1.8.5. In order to access the extension of the Exclusivity period referred to in point 13.5, the Licensing Companies and SPSI must comply with the provisions of point 10. 1.4.2, have reached the lines to 1996 for the extension of the Period of Exclusivity, according to Chapter X, and have achieved the targets set at 10.1.8.1, Subparagraphs 2, 3, 4 and 5 with 5% improvement. In the event that the year 2000 is higher, the year 2000 will be taken.

10.2. Accounting obligations and information regarding the profitability of the service.

10.2.1. The date of the accounting closure of the Licensing Companies, the S.P.S.I. and the S.S.E.C. will be 30 September each year.

As of 30 September 1991, the information extracted from the accounts of each Provider shall be sufficient to prepare and submit to the Regulatory Authority demonstrative annual tables of profitability of the services they provide, separately from other activities. It should also provide estimative information on evidence of the marginal cost of the provision of residential service. From the closed period on 30 September 1994, the tables to be supplied shall discriminate against the services, in accordance with the generally accepted practices in activity, to be established by the Regulatory Authority no later than 30 September 1992. Indicative title sets out the information to be provided on income by services, direct investment or service, direct cost by service, investment and general cost not directly linked to each service, in relation to the following services:

- to residential services;

- to commercial service subscribers;

- alkyler of commuted lines for residence;

- alkyler of switched lines for commercial use;

- measured service;

- intraregional (a) interurban calls, (b) interregional;

- international calls;

Interregional private circuits;

Private circuits for international service.

10.2.2. The Regulatory Authority may require information on the criteria and methods used to allocate costs between common services. It may also establish rules for the principles under which such assignment will be made, and standard accounting systems for the recording of information for the accounting states and the service profitability reports. The National Executive Branch will report by 28 February 1990 accounting criteria to be used from the Positioning Take.

It is prohibited to use the revenues of the Basic Service to subsidize the provision of services of the S.P.S.I., S.S.E.C. or other enterprise providing competition services.

10.2.3. Prior to 30 March 1991, 1st Regulatory Authority shall specify the requirements to be met by the information on the profitability of the service, taking into account the provisions of Chapter XII of the Pledge.

10.2.4. The Regulatory Authority may request any form of reports that should be provided within the time limits set for each time. Licensing Companies, S.P.S.I. and S.S.E.C. should allow the Regulatory Authority to have free access to books, accounting documentation and information registered in any form.

10.3. Technical standards.

Licensing Companies, S.P.S.I. and S.S.E.C. will be obliged to respect the applicable technical standards and those established by the Regulatory Authority as they relate to operational compatibility, minimum service quality and interconnection of networks. To the extent that these rules are not complied with on the date of Possession, the Regulatory Authority shall grant a reasonable time to comply with them.

10.4. Network interconnection.

10.4.1. Licensing Companies, the S.P.S.I. and the S.S.E.C. must interconnect their networks, according to the precautions established by the Regulatory Authority to ensure the continuity, expansion and quality of the services.

In all cases, connection centres and facilities should be provided in number and with sufficient capacity to address non-discriminatory traffic demand.

Interconnection prices should not be discriminatory and published.

10.4.2. During the period of exclusivity, the Licensing Companies must interconnect their networks in order to provide local calls within the AMBA. Licensing Companies will be free to agree on a plan for the development of the local AMBA network that involves the direct connection of local commuters belonging to the two Licensing Companies. The Convention shall not affect under any aspect the provisions of this Chapter and Chapter XII of the Covenant. To that end, they should report to the Regulatory Authority. However, if any of the Licensing Companies required it, the Regulatory Authority will determine a plan under which the networks of the Licensing Companies are interconnected only through Tandem switches. The Regulatory Authority will also determine a reasonable period for the implementation of this plan, taking into account both the need to ensure that the reconfiguration costs of the network are not excessive, such as the continuity and quality of the service.

10.4.3. Interregional:

Licensing Companies must interconnect their networks in order to provide services between Regions. The Licensing Societies shall be free to agree on the terms and conditions of interconnection, which shall not in any way affect the provisions of this Chapter and Chapter XII of the Pledge. For their purposes, they shall inform the agreement of the Regulatory Authority. When the Licensing Companies fail to agree, the Regulatory Authority shall have the power to determine such terms and conditions. Interconnection charges determined by the Regulatory Authority will be calculated to cover the costs of service provision, including a reasonable return on fixed assets subject to exploitation employed.

10.4.4. Independent operators of local networks.

Licensing Companies and Independent Operators of Local Networks may agree on the terms and conditions of interconnection, which may not affect under any aspect the clauses contained in this Chapter and in Chapter XII of the Pledge. For their purposes, they shall inform the agreement of the Regulatory Authority. If the parties fail to agree, the Regulatory Authority shall have the power to determine such terms and conditions. Interconnection charges determined by the Regulatory Authority will be calculated to cover the costs of service provision, including a reasonable return on fixed assets subject to exploitation employed.

10.4.5. The Period of Exclusivity:

(a) The S.P.S.I. will be obliged to interconnect in a non-discriminatory manner with Providers who enter to compete in the provision of the urban and/or interurban telephone service.

(b) Each Licensing Society and the Independent Operators providing the basic telephone service will be required to interconnect in a non-discriminatory manner with the Independent Operators providing the international service.

(c) Licensing Companies shall meet any reasonable demand for interconnection with networks provided by competing lenders. They will not, however, be obliged to rent circuits within the fas area of their licenses to such Providers.

10.4.6. Competitive telecommunications service providers.

Once the period of exclusiveness has expired, the Licensing Companies will be obliged to allow their users access to networks of competitive lenders in conditions that, to the extent of the technical restrictions, are equivalent to those in which the service is rendered on their networks to their own users. Licensing Companies may agree with competitive lenders the terms and conditions of interconnection, which may not affect under any aspect the provisions contained in this Chapter and in Chapter XII of the Pledge. For their purposes, they shall report to the Regulatory Authority. If the parties fail to achieve an agreement, the Regulatory Authority shall have the power to determine such terms and conditions. Interconnection charges determined by the Regulatory Authority will be calculated to cover the costs of service provision, including a reasonable return rate on fixed assets subject to exploitation employed.

10.4.7. Equal access for data service providers and other value-added services.

Licensing Companies shall have an obligation to provide non-discriminatory and, to the extent of their availability, access to the public network to providers competing in data or other value-added services.

In these cases, the interconnection prices provided by the Licensing Society should reflect the normal non-discriminatory rates for the use of facilities and services on their network.

10.5. Obligations of the S.S.E.C.

Without prejudice to the obligations set out in points 10.2, 10.3, and 10.4, S.S.E.C. is obliged in respect of compliance with points 10.1.1.1, 10.1.2 and 10.1.3.

10.6. Prohibition of cross-subsidies.

It is prohibited for Licensing Companies to use income from the provision of the Telephonic Basic Service to subsidize the provision of competitive services.

10.7. Any conflict between Providers regarding the provision of public telecommunications services will be resolved by the Regulatory Authority.

CHAPTER XI

The Regulatory Authority

11.1. The Regulatory Authority is the Secretariat of Communications pursuant to Decree No. 64/90.

11.2. Licensing Companies, S.P.S.I., S.S.E.C. and the Independent Operators, shall pay a rate of control, control and verification that will enter a special fund to be established, equivalent to a proportion of total net revenues of taxes and rates that will grave the delivery of services, except the rate to which this point relates. Percent will be set by legal provision before 28 February and will not exceed 0.75%.

11.3. The basic principles and general concepts of the regulatory framework to which the Providers will be subject on the basis of the Possession Take shall be provided by Decree before 28 February 1990 taking into consideration the principles laid down in this Submission. The Regulatory Authority shall be responsible for the detailed interpretation of such rules with a criterion of fairness and reasonableness.

CHAPTER XII

Regulation of the Basic Services Rates.

12.1. Licensing Companies shall achieve a reduction in the overall level of rates for Basic Services in relation to inflation during the Exclusivity Period, in accordance with the mechanism established at the following points.

12.2. Rates applicable to the Possession Take.

The rates will be adjusted in the period prior to the date of submission of the offers at an appropriate level to provide an efficient Operator with a reasonable return rate on the Fijos assets subject to Exploitation.

In the intermediate period between this adjustment and the Possession Take, the rates will be updated according to the monthly evolution of the Consumer Price Index.

12.3. Tariff adjustments during the transition period.

12.3.1. During the initial period of two years following the Possession Take, the Licensing Companies will be able to continue updating their rates according to the monthly evolution of the Consumer Price Index.

12.3.2. Licensing Companies will also enjoy the right to adjust the actual level of fees to SEIS (6), DOCE (12), DIEZ and OCHO (18) and VEINTICUATRO (24) months of the Possession Take for the purpose of reaching a return rate of 16 % per year on the Fijos Subjects to Exploitation according to the formula set out in Annex XII.1. To proceed with the adjustment of the actual level of tariffs to SEIS (6), DOCE (12), DIEZ Y OCHO (18) and VEINTICUATRO (24), months, the Licensing Companies shall submit to the Regulatory Authority the information set out in point 10.2.3. Assets Subjects to Exploitation result from the inventory that will transfer ENTel to the Licensing Companies assessed by the contracted Valuators, with more investments to be made by the Licensing Companies to meet the goals of expansion and efficiency of services set out in this Pliego, less the amortizations that this Pliego specifies according to the type of asset. If due to such adjustments the Licensing Society obtains a utility that exceeds the return rate, the excess utility relative to this level must be returned by a reduction in the actual rate level applicable month to month for one year.

12.3.3. During the Transition Period the Residential Rates will not be able to increase in real terms, except as necessary to maintain the existing dispersion to the Possion Take.

12.3.4. Licensing Companies will be required to provide the Regulatory Authority with preliminary annual estimates of the return rate. This information must be provided within the first quarter of the respective financial period.

12.3.5. Before 31/1/90, ENTel will communicate the amounts of Fijos Asset Subjects to Exploitation that ENTel will transfer to each Licensing Society, to SPSI and SSEC.

12.3.6. For the purposes of the rate calculation, the Fijos Assets Subject to Exploitation may not be technically revalued.

12.4. Rates during the Period of Exclusivity.

In the period of exclusiveness, the following forms shall apply:

12.4.1 Licensing Companies shall reduce from the end of the Transition Period, the general level of their fees, net of connection rights, in real terms, expressed in units of homogeneous measures, by 2 % per year over the previous year, taking as reference the monthly evolution of the Consumer Price Index. In compliance with this obligation will be an indispensable requirement for accessing the extension of three (3) years of the Period of Exclusivity.

12.4.2. It will be necessary to access the extension of THREE (3) years of the Period of Exclusivity that the Licensing Societies demonstrate that the Residential Rates have increased at a rate less accelerated than that of inflation during the Period of Exclusivity, except as necessary to reduce by 50% the difference in the dispersion of the existing tariffs to the Possion with respect to the dispersion that will be reported by 28 February of similar annual.

12.5. Rates during the period of extension.

During the period of exclusiveness the Licensing Companies shall reduce the general level of their fees, net of connection rights in real terms by 4% per year over the previous year taking as reference the monthly evolution of the Consumer Price Index. The Residential Rates can only vary to the extent necessary to eliminate the difference in the spread of rates between the beginning of the Period of Prorrogation of Exclusivity and the one that will be set as a goal and will be informed by 28 February 1990.

12.6. Rates after the Period of Exclusivity.

Licensing Companies shall have the right to renegotiate agreements concerning the regulation of rates and performance targets with the Regulatory Authority. The Regulatory Authority only controls the actual adjustment of the rates and performance targets for those services and those areas of the country where it considers that there is no effective competition. In the event that the Licensing Companies do not agree with the Regulatory Authority on the regulation of rates and performance targets, these will be determined by the Regulatory Authority with the approval of the Ministry of Public Works and Services.

12.7. Right of Connection.

Licensing Companies may only receive a right of connection equivalent to 50% of the direct cost of the line for the Family Service and 100% for the rest. During the Period of Transmission, the Licensing Companies shall account for the connection rights as the rates of the telephone activity. From the 3rd year of the Passion Take, the Licensing Companies may only receive a right of connection by giving in exchange a debt instrument expressed in US dollars, with a period of 5 years from its issue and with an interest of 7% per year (unless the Authority, Regulatory decided to vary this interest rate according to market conditions).

12.8. Line maintenance

The Licensing Companies may receive a fixed fee equivalent to the value of a number of pulses in line maintenance, which must be subject to the approval of the Regulatory Authority.

12.9. Independent operators. Link with the Licensing Society.

The Licensing Society will agree with the Independent Operators of its Region the charges by link link. In the event of a lack of agreement, the Regulatory Authority shall decide.

12.10. Monthly tariff variations.

The monthly rate variations will be published by the Licensing Society within 4 days of knowing the consumer price index of the previous immediate calendar month and will include any variation for another concept to apply.

If the measurement period does not correspond exactly to that date, the Licensing Society shall apply the current rate to that date to all the accruals, whether it is traffic, fertilizers or other concepts and may initiate the application of the new fee the day after the publication quoted.

12.11. They will not apply to the fee and pricing regime of the licensee, administration freezes and/or price controls based on the Law of Supply 20,680 or other that replaces it.

If, despite this stipulation, the Licensing Society shall be obliged to comply with a price control regime, the Licensing Society shall have the right to equal compensation.

12.12. The Regulatory Authority shall determine the minimum collected invoices by the Basic Services for the purpose of providing adequate information to users.

12.13. Licensing Societies and SPSI shall report to the regulatory authority on updates or adjustments of fees they make, making known in due form the calculations that have been performed, detailing applied rates and when another data is necessary.

The Regulatory Authority shall verify the application of the tariff regime, and in the event that it is not complied with in this chapter, it shall issue the relevant order, which shall be binding.

The Regulatory Authority shall have the general powers of control and verification of tariffs and may require the necessary procedural modifications to improve the accuracy of the requested information.

CHAPTER XIII

Legal Regime of Licenses

13.1. Licences to the Licensing Companies, the S.P.S.I. and the S.S.E.C., shall be granted prior to the date of Toma de Posesión and shall enter into force on that date, if the conditions set out in point 7.6 of the Pliego are met.

13.2. The licenses will grant the Licensing Companies, the S.P.S.I. and the S.S.E.C. the rights and obligations of public telecommunications service providers, in a whole according to the rules governing the activity.

13.3. Licenses with exclusivity regime.

Each of the Licensing Companies and the S.P.S.I. will be granted leave, with exclusivity, for the provision of the following services:

(a) To each Licensing Society in its Region for the public services of: urban and interurban telephone and the lines point-to-point leased from these services.

(b) To S.P.S.I.: The services established at point 9.2 of the fold.

13.4. Period of Exclusivity.

Licences with exclusivity regime will be granted for a period of CINCO (5) years, counted from the DOS years of the date of Torna de Posesión.

E1 initial period of DOS (2) years is foreseen, for the Licensing Societies and the S.P.S.I. to be reorganized and coordinated between the provision of services.

The Period of Exclusivity begins on the date of the Possession Take and ends on October 8, 1997.

13.5. Extension of the Period of Exclusivity.

The Licensing Companies and the S.P.S.I. will have the right of the Regulatory Authority to grant them an extension of the Period of Exclusivity for an additional term of THRE (3) years until the end of October 8, 2000.

To this end, the Licensing Companies and 1st S.P.S.I., shall notify the Regulatory Authority in advance not less than TREINTA (30) administrative working days at the end of the period of Exclusivity, their intention to access the extension of the period of Exclusivity.

The Regulatory Authority within the term of TREINTA (30) administrative working days counted from the receipt of the aforementioned fehacient communication, will grant the extension of Period of Exclusivity, provided that each Licensing Society and the S.P.S. I. would have fulfilled, individually, as set out in Chapters X and XII in the period up to 1997, and commit themselves to comply with the additional provisions contained in those Chapters for the period up to the year 2000.

13.6. License with competition.

S.S.E C. will be granted a license, with competence, for the provision of services set out in point 9.11. of the solicitation.

13.7. New License to Licensing Companies and S.P.S.I.

13.7.1. Licensing companies.

The Period of Exclusivity, and in its case the Extension of that Period, the Licensing Societies may receive licenses to: a) provide data services and other Added Value services, including Télex services, in competition with other lenders, b) provide the services included in their original license outside of each of their Regions.

13.7.2. S.P.S.I.

The Period of Exclusivity, and in its case the Extension of that Period, the S.P.S.I. may be licensed to provide other international public telecommunication services, not provided for in point 9.2 of the Pliego.

13.8. Licenses for the provision of the Telephonic Basic Service.

Over the period of exclusiveness, licences may be granted through public competitive examination to provide Telephonic Basic Service in any area of the country.

Since the expiration of the Exclusivity Period, the Licensing Companies shall ensure and provide access to all the links required by another provider, under the technical conditions imposed by the Regulatory Authority, who shall exercise control of its compliance and decide, if necessary, the relevant.

13.9. Licenses for the provision of services not included in the definition of Telephonic Basic Server.

From the date of Possession, licences may be granted in the competition regime for the provision of public telecommunications services, except broadcasting, not included in the definition of Telephonic Basic Service.

Licences shall be granted directly, except as provided in the next panel, to interested parties upon request, in accordance with applicable provisions and rules to be established prior to the date of Possession.

Where the provision of the service involves the use of frequencies of the radio spectrum or other means of a scarce nature, in the opinion of the Regulatory Authority, the licences will be granted through public examination.

13.10. Penalties.

13.10.1. Licensing Companies, S.P.S.I. and S.S.E.C., will be liable to be punished with:

(1) Appreciation.

2) Fine.

(3) The expiry of the exclusivity regime.

4) License expiration.

13.10.2 The penalties provided for in subparagraphs (1), (2), and (3) of item 13.10.1 shall be applied by the Regulatory Authority and that established in paragraph (4) of item 13.10. 1 by the National Executive.

13.10.3. For the implementation of the sanctions, the seriousness of non-compliance, the facts provided for in point 10.1.8.3 of the solicitation and the difficulties or damages caused to the service provided will be assessed.

Repetition of non-compliance shall be deemed aggravating for the implementation of sanctions.

13.10.4. Failure to comply with each Licensing Society, S.P.S.I. or S.S.E.C., shall be subject to apprehension or a fine in the terms to be made known by the National Executive Decree of 28 February 1990.

13.10.5. Failure to comply with each Licensee and/or S.P.S.I. Company shall be punished with expiry of the exclusivity regime. in the event of repeated penalties for fines or for breach of mandatory service targets, in the terms issued by the National Executive Decree on 28 February 1990.

For the Licensing Companies, the Regulatory Authority may apply the expiration penalty of the exclusivity regime, when a Licensing Society fails to meet the mandatory service targets related to the penetration of the network (point 10.1.8.1. of the fold) for a province determined in DOS (2) successive years, and cannot justify its non-compliance with factors beyond its control.

13.10.6. They are causes of the expiration of the license of each Licensing Society, S.P.S.I. and/or S.S.E.C.:

(a) Serious or repeated non-compliance with the obligations of each Licensing Society, and/or S.P.S.I. and/or S.S.E.C.

(b) The repeated total or partial interruption of the service.

(c) The modification of the social object of the Licensing Companies, the S.P.S.I. and/or the S.S.E.C. and/or the change of domicile from them outside the Argentine Republic.

(d) The assignment or transfer, under any title, to third parties of the actions of the Licensing Companies, the S.P.S.I. and/or the S.S.E.C., without prior authorization from the Regulatory Authority.

(e) The assignment or transfer, under any title or the constitution of charges, of or over, the goods affected to the service, which reduce the service rendered, without the prior authorization of the Regulatory Authority.

(f) The assignment or transfer, under any title, of the license to third parties, without prior authorization from the Regulatory Authority.

(g) The reduction of the participation of the Inversion Society in the Licensing Society to less than 51 % of the share capital, without the authorization of the Regulatory Authority.

(h) The bankruptcy of the Licensing Companies and/or the S.P.S.I. and/or the S.S.E.C.

(l) Dissolution or liquidation of Licensing Companies and/or SPSI and/or SSEC.

13.10.7. Prior to 28 February 1990, the effects of the expiration of the licences and the procedures to be applied will be announced by the National Executive Decree.

13.10.8. Prior to the application of the sanctions, the failure to comply with each Licensing Society, the S.P.S.I. and/or the S.S.E.C., will be charged and a period of TEN (10) administrative working days will be granted for the production of the relevant download.

Produced the dismissing or defeating the term to do so, the Regulatory Authority or the National Executive Branch, if any, will resolve without any other substance and notify the sanction applied.

The application of the penalty does not exempt each Licensing Society, S.P.S.I. and/or S.S.E.C. from fulfilling its obligations. In order to notify the penalty, compliance with the obligation shall be committed within the reasonable time that it is established and subject to further sanctions. Failure to commit an offence shall be regarded as aggravating.

13.11. Regime of assets affected to public service.

13.11.1. Property affected by the provision of public service, as provided in points 7.2.1., 7.2.2., 7.8.1., 7.9.1. and 7.9.3. of the fold, they shall not be sold, yielded or transferred, for any title, or encumbered in any way.

13.11.2. They are exempt from the prohibition set out in point 13.11.1, the acts previously authorized by the Regulatory Authority. The authorization must be evaluated, in addition to what is appropriate, if the affected asset to the service is essential to, or substantially affects, the provision of the service.

13.11.3. The acts performed by the Licensing Companies, the S.P.S.I. or the S.S.E.C., in contravention of the provisions of points 13.11.1 and 13.11.2, shall be null and void to all the effects of the service.

CHAPTER XIV

Labour system

14.1. The working convents in force to the Possession Tomato will be transferred to the Licensee Societies to the SSEC and SPSI with the same all the flexibility currently granted by the current legislation. As for the Compensatory Fund, the commitment to entrepreneurial input will remain in force and ENTel will negotiate with the union that its administration will leave the company's orbit.

14.2 The share of 10 per cent of the staff of ENTel, to be held in the Licensing Companies, SSEC and SPSI, provided for in Art. 9 of Decree 731/89 is not subject to the Competition. ENTel will deliver these actions in usufruct to a special fund to constitute by this staff. The actions will become the property of the staff when they are paid in full, for which the value is set in the proportional equivalent by action established by the Art. 5.3 as Base Price.

The provisions of Chapter III of Act No. 23.696 on the purchase and possession of shares by the Participated Property Programme shall be applied for the purpose of the participation of the staff. It may be agreed in the General Agreement on Transfer that a portion or all of the dividends corresponding to the actions of the special fund of the employees are intended to pay the purchase price of the shares.

14.3 - I count on Art. 22 of Act No. 23,696, the employee status of ENTel shall be credited by the record of ENTel records in accordance with the provisions of the Employment Contract Act. Accession to the general transfer agreement for the acquisition and possession of shares will be carried out collectively through the trade union organizations representing the workers of ENTel. While the shares are not fully paid, the trade union organizations of the ENTel staff will maintain representation in front of the issuing companies of the shares and the trust fund that is resolved to hire.

These provisions shall be regulated and detailed in the General Agreement on Transfer to be signed by 8 October 1990 and shall commence implementation on the date of the Passion.

14.4 - The actions to be received by the workers of ENTel shall be of the same type (ordinary), as those received by the Inversion Society and the other shareholders, but shall constitute a special class that shall have the right to appoint a director in the Directory of the Licensing Society. This right shall be governed from the moment of delivery of the actions in usufruct and shall be exercised by the representatives of those actions established ut above until they are fully paid and then by the Special Assembly of shareholders of the kind of actions that is constituted to this effect. These actions shall enjoy the right to increase in equal proportion and conditions to those of other classes.

14.5 For all its purposes, the mention of the share of the ENTel staff made in the previous article should be interpreted as including all personnel of private companies providing basic telephone service, as mentioned in Art. 3rd Decree 731/89.

CHAPTER XV

Industrial Policy

15.1. With regard to the purchase of goods, works, and services, carried out by the Licensing Society, a preference will be granted in favour of the national industry installed at the time of the provision of 10% (DIEZ BY CIENTO) in the framework provided for in article 23 of Law 23.697.

15.2. In cases of provision of materials and equipment for services, in order to be considered as national production for this purpose, local suppliers must comply with minimum integration plans, which will vary between 40% and 60% according to the relevant production segment, according to the integration guidelines to be set by the Regulatory Authority.

15.3. For the purpose of defining the percentage of national integration, the materials, raw materials and inputs of national origin shall be considered in relation to the total cost of manufacture of the final goods with them produced.

The inputs of national origin will be considered the direct labour, the development engineering, the processes (including quality control), the product and the software.

15.4. Integration plans should be approved and subsequently controlled by the Regulatory Authority. The approval of the integration plan will be mandatory, prior to the signing of contracts with suppliers, and the Regulatory Authority will verify the performance of the same during the period of exclusivity of the service benefits.

Failure to comply with the compromised integration guidelines will result in sanctions foreseen in the regulatory framework by 28 February 1990.

15.5. The draft law on the replacement of the National Procurement Regime that the executive branch should raise to the National Congress shall respect the previous clause.

15.6. Licencitive Societies shall comply with procedures for .licitations or other competitive procedures when assigning contracts for goods and services when their value exceeds an amount of US$ 500,000 in the year. In order to comply with these procedures, Licensing Companies shall:

a. Post a notice detailing the proposal for the acquisition of goods and services and the date for which it is required, and inviting anyone to supply the corresponding provision of the goods and services covered; and

b. To grant due consideration to the offers received.

The Regulatory Authority shall be empowered to specify the detailed procedures to be followed by the Licensing Companies and to verify later their application in order to determine their compliance. If the Regulatory Authority determines that a Licensing Company has shown an undue preference in awarding a contract that is subject to the competitive bidding requirement to determine the profitability allowed on the capital used for that company, it will deduct from the base used for the assets the double of any contempt resulting from that undue preference.

15.7. The import of used materials and/or equipment will not be permitted from 1 January 1990.

15.8. The obligations set forth in this Chapter for the Licensing Societies will also apply to the S.P.S.I. and the Independent Operators.

15.9. The forecasts contained in Decree 1.224/89 are complementary to those described here. In the event of a contradiction between rules, the rules set forth in this Chapter shall prevail.

CHAPTER XVI

Impositive treatment

16.1. The tax treatment of the Licensing Companies, the SPSI and the SSEC and their shareholders shall be governed by the following principles:

16.1.1. Telecommunications services shall not be subject to discriminatory fiscal treatment in respect of other activities. If a special tax or fee is applied to the telephone service in national jurisdiction, the National State shall reimburse its amount to the Licensing Society, SSEC and SPSI.

16.1.2. The services shall be subject to I.V.A. at the general rate as provided by the respective legislation.

16.1.3. The National Executive Branch will send to the National Congress a bill to eliminate domestic telecommunications tax, established by the Internal Revenue Act, in accordance with the incorporation provided for in Art. 43, item 5 of Law 23,549 prior to the submission of tenders.

16.1.4. For the other taxes, the existing legislation will be applied at any time.

16.2. The National Executive Power will manage the transfer of tax exemptions to the Licensing Companies, the SSEC and the SPSI from tax exemptions and those related to service rates that currently enjoys ENTel in the provinces and municipalities.

16.3. The National Executive Branch shall exempt the Licensing Companies, the SSEC and the SPSI from the payment of taxes that may correspond to the transfers to them of assets, rights and obligations provided for in the Pliego, and shall administer to the provinces equal exemption with respect to provincial and municipal taxes and fees.

16.4. With the exception of the income tax, all other national, provincial and municipal taxes, fees and contributions that may be subject to the Licensing Companies and the SPSI will be considered as costs for the purposes of calculating fees.

CHAPTER XVII

Defence

17.1. Providers of public telecommunications services are obliged to comply with the provisions of articles 145 to 156 of Act No. 19,798 and the applicable Defence Standards.

17.2. Licensing Companies and the SPSI will have to give priority to the liaison requirements of the Ministries of Defence and the Interior resulting from agreements signed with foreign States and international agencies involving the Armed and Security Forces.

17.3. The agreements between ENTel and the ministries mentioned in point 17.2 shall be governed by the provisions of point 7.5.7 of the Covenant.

17.4. Licensing Companies and the SPSI shall maintain, on a permanent basis, at the disposal of the National Executive and in accordance with the requirements of the latter, a reserve of appropriate channels for their involvement in defence services.

17.5. In order to comply with point 10.1.5, services in border areas should be taken into account in particular.

17.6. Licensing Companies and SPSI should ensure the concept of redundancy of communications networks, with alternative links to ensure trafficking in cases of conflict or catastrophe to be considered.

17.7. Licensing Companies and SPSI shall adopt the necessary precautions to ensure that their staff maintain the confidentiality of messages and data, in addition to articles 20 and 21 of Law 19,798.

CHAPTER XVIII

Jurisdiction

18. 1. Any question that will give rise to the application or interpretation of the rules governing the Competition and/or the implementation of the obligations incurred when participating or being awarded in the Competition, and/or on licences and/or on the provision of services and/or in general any matter directly or indirectly linked to the object and effects of the Competition shall be submitted to the National Courts of First Instance in the Federal Administrative Dispute of the Federal Capital, with a waiver of any other jurisdiction.

18.2. The presentation for Prequalification and submission of tenders implies the express acceptance of the jurisdiction established in point 18. 1.

CHAPTER XIX

17.1. In the fold, the following terms will have the following meanings:

 "Actives Fijos Subjects to Son that emerge from point 12.3.2 Exploitation": "Adjudication": Act of the Executive Power that awards the actions object of the Competition. "Adjudicator": Operator or Consortium holder of the offer on which Adjudication falls. "AMBA": Multiple Area Buenos Aires, whose limits are described in Annex VII. 1. "Area": Geographical zone, part of one or both Regions. "Local Service Area": Geographical area part of a Region served by a central. "Financial Adviser": Morgan Stanky Co. Inc. and Banco Roberts S.A. "Regulatory Authority": The authority referred to in Chapter XI. "CAT": Asociación Argentina de Phones S.A., an anonymous company formed and organized under the laws of the Argentine Republic "Centro Primario": Centro de commutación donde tributan las instalaciones locales (de abonado). "Commission commission composed of the Ministry of Preadjudication": Works and Public Services, the Secretary of Communications and the intervention of ENTEL, or its delegates, that Preadjudicates the Proponents of the Competition. "Prequalifying Commission": Commission composed of the Minister of Public Works and Services, the Secretary of Communications and the Intervention of ENTEL, or its delegates, which prequalifies the Participants. "Concourse": International public contest convened by Decree No. "Consortium": Set of entities that are presented unifiedly to the Contest, whether or not they are assembled by a corporate link to the date of presenting the offer. "Refinancing Contract It is the contract signed on August 1, 1987, which modified the agreement signed on August 1, 1985 between various borrowers, the Central Bank of the Argentine Republic, the Argentine Republic, as guarantor, and the foreign creditor banks listed there. "Constrate of Contract of sale of the actions that Transfer": constitute the object of the Contest. "Cooperatives": Organised lenders in the form of a cooperative society who provide basic services to the Possession Take. "ENTEL": National Telecommunications Company - State Company. "Price index to The Consumer Price Index": prepared by the National Institute of Statistics and Census (INDEC) or the agency that replaces it. "Integrante": Any natural or legal person who participates in a Consortium including the respective Operator, as well as the Individual Operator. "MOSP": Ministerio de Obras y Servicios Públicos de la Nación Argentina. "Operator": Basic Service provider in the Argentine Republic or abroad. "Operators All Operator who, duly authorized, Independent": Provide Basic Services in the Argentine Republic, excluding Licensing Companies and S.P.S.I. "Main Operator": One or two Operators who assume the character of Principal, for the purposes of Chapter III. "Participant": Up to the date of presentation for Prequalification, any acquiring physical or legal person of the Pliego. From that date, every Operator who has individually requested his prequalification, and any Consortium that has requested his prequalification. This term includes, as appropriate, the Prequalified and the Proponents. "Period of Period Competition in which one or both Open Societies": Licensors and/or S.P.S.I have lost the right to exclusivity in the delivery of the Basic Service. "Period of Exclusivity": Period in which each Licensing Society and S.P.S.I. have exclusiveness in the provision of the Basic Service. This period, in principle, ranges from the Possession Take to 1 October 1997 or, in the event of an extension under Chapter VIII, until 1 October 2000. "Period of transmission": It is the first two years of the Period of Exclusivity. "Person": Every natural or legal person. "Pliego": E1 present fold of bases and conditions approved for the Contest. "Preadjudication": Act by which the MOSP pre-adjudicates the winning offers of the contest. "Additional price": It is the price in titles of the external public debt of the Argentine Republic detailed in Annex V. 1 of the fold. "Baseprice": It is the price in United States Dollars to which reference is made to the Pledging clause V.5.3. "Prequalified": Participant who has been prequalified for the purposes of enabling him to present an offer in the Contest. "Presters": All companies providing a Basic Service, including Licensing Companies, Independent Operators and S.P.S.I. "Proponent": Prequalified that has presented offer in the Contest. "Region": The geographical area of the Argentine Republic as detailed in Annex VIII. 1. "Basic Service": The provision of fixed telecommunication links that are part of the public telephone network or which are connected to the network and the provision by these urban, interurban and international means of living voice. "Service of The transport of signals, images Telecommunications": visuals, voice, music and other sounds through threads, radioelectric systems, optical systems and/or other systems that use electric, magnetic, electromagnetic or electromechanical energy. "Inverse Society": The company that signs the Transfer Agreement and acquires the actions object of the Competition. "Licensary Society": The license holder for the delivery of the Basic Service in one or both Regions. "Licensary Society The Licensing Society of the North Region": North. "Licensary Society The Licensing Society of the South. South": "S.P.S.I.": Society for the Provision of International Services as described in point 9.1. "S.S.E.C.": Society of Competition Services as described in point 9.11. "Family Tariff": Rate charged to users at the place of their residence. It is synonymous with Tarifa Residencial. "Residency Tariff": See Family Rate. "International Phone": Telephone service between offices or stations of any nature of the internal service, with that of other countries. "Interurban telephone": Phone service established between users of different areas of the Nation. "Urban phone": Phone service established between users connected to centers belonging to the same local service area. "Toma of possession": Act of delivery of the actions object of the Competition to the Inverting Society and payment of the part counted of the sale price. "T.P.A.": Automatic Public Phones. 

17.2 All references to points and Annexes contained in the present shall be referred to points and Annexes, respectively, of the Pledge, unless expressly stated otherwise.

17.3 The titles of the fold serve only for reference and will not affect the interpretation of the text of the fold.

Annex I. 1

CONVENTION

Among the Ministry of Public Works and Services of the Nation, represented by its head Dr. José Roberto Dromi, ad - referendum of the National Executive, on the one hand and, on the other, the Argentine Telephone Company S.A., represented by its President Ing. Stig Johansson ad-referendum of the Extraordinary General Assembly of Shareholders, have agreed:

FIRST: Both parties declare that the Argentine Telephone Company S.A provides public telephone service in the provinces of Mendoza, San Juan, Tucumán, Santiago del Estero, Salta and Entre Ríos, under national jurisdiction and in the terms expressed in article 4 (b) of Law No. 19,798, that is, precarious. It is therefore understood that the Argentine Telephone Company S.A. lacks concession with an outstanding deadline.

SEGUNDO: The National Government has decided and the Argentine Telephone Company accepts such a decision, that the precarious permit under which the Company currently provides its services, will expire once thirty days have elapsed since the granting of licences to operate the territorial areas referred to in Article 2 of Decree No. 731/89 and to include the Provinces in which the Company currently provides its services.

THIRD: The Ministry of Public Works and Services of the Nation shall designate, at its expense, a Delegate who shall have the technical control of the provision of the service for the fulfilment of the objectives of Decree No. 731/89. The Delegate will depend directly on his functions as the Communications Secretariat.

FOURTH: The Argentine Telephone Company S.A. adheres to the policy set out in Decree No. 731/89, guarantees the legal certainty of this procedure and undertakes not to object to any objection to the privatization procedure.

QUINTO: The Argentine Telephone Company S.A. makes express reservation of the economic rights emerging materials that correspond to it for the goods affected to public service in its charge.

SEXTO: Both parties agree that the solicitation documents, in order to meet the objectives of Decree No. 731/89, shall provide for the following alternatives with respect to the assets of the Company affected to the public service it performs:

(a) Option for the offender to purchase the property of the latter directly from the Company by disobeying the tendering State.

(b) option to tender the said goods under the conditions set out in the respective folds. In this case, loa property affected by the National Development Bank should be assessed in accordance with article 19 of Act No. 23,696. If such a taxation is not accepted by the Argentine Company of S.A. Phones, it shall be carried out in accordance with Article OCTAVO of this Convention.

In the event that only a part of the Company's assets could be awarded in the aforementioned tender, the National State may acquire the rest of the goods in the conditions that it agrees with the Company for this purpose.

SEPTIMO: Compliance with this Convention shall not mean to the National State more erogations than those authorized by the Secretariat of Communications, being of course out of this forecast the price to which the Company was entitled on the occasion of the transfer of its goods to the National State

OCTAVO: In the event that the ratification of the Assembly provided for in the heading of this Convention or the price agreements provided for in Article SEXTO, the National Executive Power may unilaterally dispose of the termination of the permits of the Argentine Telephone Company S. A and the rescuing of services to continue to be operated by the State, the parties of the right to seek judicial or extra judicial compensation and/or compensation.

Two copies of the same tenor and one effect are signed in the City of Buenos Aires on the 24th day of the month of November, a thousand nine hundred and eighty-nine.

FINANCIAL PATRIMONIAL

The contestants shall submit certificates by international public accountant the following indicators of the proposed group to be taken into account for the financial heritage assessment

 EMPRESA/ CONSORCIO CONCEPT IMPORTE REQUERIDO IMPORTE DEMOSTRADO en MILLONES DE DOLARES USA 2.1. - Combined Neto Patrimony 4,000 of the Company or Consortium (1) 2.2. - Neto Heritage of 1500 Main Operator 2.3 - Neto Heritage of all 1000 member with 10% plus 2.4 -For local companies, 300 that are not part of 30% (point 3.1.2), the requirement is reduced to 

(1) See Clothing and Calculation Criterion in Annex III.1

3. CRITERIO DE EVALUATION

In headings 1.1, 2.1, 2.2 and 2.3, the criterion of sufficient/not sufficient will apply. A "not enough" in any of the headings will mean the non-qualification of the proposal.

Sections 1.2 to 1.5 shall apply the following procedure: First: a valuation of 1 to 100 value the fulfillment of goals that the figures mean. Second: each of the items will be weighted in a sixth to add the coefficients obtained. Third: those proponents who do not achieve 90 points in the weighted index will not be qualified.

Note: For the event that the quantities of indicators 1.1, 2.1, 2.2, and 2.3 are to be duplicated by a Principal Operator or Consortium of both regions.

Annex III. 1

EVALUATION MATRIZ FOR CALIFICATION FOR RISGION

1. TECHNICAL GRILLA

The main operators shall present the performance and quality of service indicators detailed in this grid, attaching the evidence documentation duly certified by the regulatory authority of their country of origin; whose signatures must be properly authenticated:

 EMPRESA/CONSORCIO: CONCEPT OF THE VALUE VALOR SERVICE CERTIFICATE 1.1. LEVEL Amount of lines that 1,500,000 SERVICES serve in your area of Quantity of delivery lines 1.2. EFFICIENCY % of completed 98% of LLAMADAs a) (excluding local paid stations) intraregional b) Interurbans % of completed 98% (excluding paid stations) 1.3.DE % services answered in 10 80% OPERA to) seconds Information b) Repair % answered in 20 80% seconds Average time required for repairs 1 FALL LOCATION 

FINANCIAL PATRIMONIAL

The contestants shall submit certificates by international public accountant the following indicators of the proposed group that will be taken into account for the financial heritage assessment.

EMPRESA/CONSORCIO

CONCEPT;IMPORT REQUERED; IMPORTE DEMOSTRADO

_

 2.1.- Combined Neto Heritage of 4,000 the Company or Consortium (1) 2.2.- Neto Operator Heritage 1.500 Principal 2.3.- Neto heritage of all 1,000 members with 10% or more 

(1) See Clothing and Calculation Criterion in Annex III. 1

3. CRITERIO DE EVALUATION

In headings 1.1, 2.1, 2.2 and 2.3, the criterion of sufficient/not sufficient will apply. A "not enough" in any of the headings will mean the non-qualification of the proposal.

Sections 1.2 to 1.5 shall apply the following procedure: First: a valuation of 1 to 100 value the fulfillment of goals that the figures mean. Second: each of the items will be weighted in a sixth to add the coefficients obtained. Third: those proponents who do not achieve 90 points in the weighted index will not be qualified.

Note: For the event that the quantities of indicators 1.1, 2.1, 2.2, and 2.3 are to be duplicated by a Principal Operator or Consortium of both regions.

Annex III-2

ECONOMIC CAPACITY Accounting States Pro - Expressed Form

Currency Homogeneous

The following forms should be completed and included in the background of their economic capacity:

(a) Information from the consortium to propose to you (Table 1):

Summary accounting states will be exhibited in the last 3 (three) years which are to be expressed in homogeneous currency of 30 September 1989 and converted to American do1ars. It should also include the games of full accounting states of each of the companies that are members of the group of offerers, accompanied by professional report of public accountant. In case of re-expression or conversion of accounting states into another currency for the purpose of completing table 1, the criteria followed for calculation purposes will be detailed. The forms in which the combined proforma states are integrated will also be included from the individual balance sheets of each of the companies members of the Consortium.

The average of the three years expressed in homogeneous currency will emerge from the simple relation between the sum of data and the number of years.

(b) Information concerning the operator exclusively (Table 2):

Information concerning the operator ' s capacity should be presented according to the same criteria as information relating to the offering economic group as a whole.

In addition, the following indicators should be calculated and displayed for each year:

(1) Long-term funding capacity.

Non-current assets / net heritage.

(2) Level of use of fixed assets.

Sales / Residual Value of Usage Goods.

(3) Liquidity and short-term financial capacity.

Active Current / Passive Current.

1. Reinvestment levels in fixed assets.

Increase ( Decrease ) of operating capital / Depreciations of the period of Use Property

Table I Consortium
Continuing Table I and II Consortium
Table II

Annex VII - 1

LIMITS AND DISCRIPTION OF NORTE AND SUR REGIONS

For the purpose of providing basic telecommunications services, two areas are defined as the North Region and the South Region, which are described below:

REGION NORTE

The Northern Region is composed of

- The current North Suburb of the AMBA that contains the areas of current and planned plants that are described below:

_ WOMAN: SAN ISIDRO - OLIVOS - BOULOGNE - OMBU - CHURRUCA - VILLA BALLESTER - CASEROS - TIGRE - SAN FERNANDO - MARTINEZ - VICENTE LOPEZ - MUNRO JOSE LEON SUAREZ - PALOMAR - SAN MARTIN - VILLA SANTOS LUGARES.

- The areas of current and planned centers of the Federal Capital of AMBA.

VILLA DEBOTO - LUIS VALLE - COGHLAN - BELGRAN - PATERNAL - GOLF - COSTANERA RETIRO - PUEYRREDON - GRAL. URQUIZA - NUÑEZ - ALVAREZ THOMAS - DARWIN - PALERMO - AGUERO.

- The service areas of the current and planned Primary Centres of the Province of Buenos Aires.

LOPEZ CAMELO - SCOBAR - CAMPANA - ZARATE - SAN PEDRO - RAMALLO - SAN NICOLAS.

- The service area of the Gral Primary Center. Villegas, Province of Buenos Aires.

- Provinces of ENTRE RIOS - CORRIENTES - MISSIONS - SANTA FE - CORDOBA - _ CHACO - FORMOSA - CATAMARCA - THE RIOJA - TUCUMAN - - JUJUY.

REGION SUR

The South is composed of:

- The current West and South AMBA Suburbs that contain the areas of current and planned plants that are described below:

POLVORINES - SAN MIGUEL - BELLA VISTA - TRUJUY - LELOIR - HURLINGHAM - CURIE ITUZAINGO - MORON - HAEDO - RAMOS MEJIA - CIUDADELA - SAN JUSTO - MARKET TABLATE GRAL CUITY. GUEMES - ISIDRO CASANOVA - LAFERRER - AEROPUERTO - TRISTAN SUAREZ - EZEIZA - MONTE GRANDE - VILLA CARAZA - LAVALLOL - BURZACO LONGCHAMPS - ADROGUE - VILLA CALZADA - _ BANFIELD - LANUS PIÑEYRO - AVELLANEDA - SARANDI - MONTE CHINGOLO - WILDE - BERNAL - FRANCISCO SOLANO - QUILMES - BERAZATEGUI - FLORENCIO VARELA - RANELAGH

- The areas of current and planned centers of the Federal Capital of AMBA.

LINIERS - ALVAREZ JONTE - NEW CHICAGO - RODO - FLORESTA - CULPINA - FLORES - VILLA LUGANO - PARQUE ALMIRANTE BROWN - CORRALS - PARRAL - CABALLITO - VERNET - LEZICA - MITRE - LORIA - CUY - CLINICAS - JUNCAL - SUIPACHA - REPUBLIC - AVENIDA - RIVADAVIA - TALCAHUANO - INCLAN - BUEN ORDEN - _

- The service area of the primary center of HUINCA PENANCO in the Province of CORDOBA.

- SAN JUAN Provinces - SAN LUIS - MENDOZA THE PAMPA - GOOD ARIES; - NEUQUEN - RIO NEGRO - CHUBUT - SANTA CRUZ y TIERRA del FUEGO.

Details A (Map)
Plan A (Map)
National Network (Map)

SERVICE TIPES PRESSED BY ENTEL. The following will be mentioned the different services provided by the ENTel, without taking into account the basic provisions and/or resolutions regulating the provision of the same.

1 - 1 TELEFONICO SERVICE

It allows users to communicate with each other using devices and circuits of the telephone network provided by ENTEL, through switching stations.

(a) Local Telephonic Service

- Rate

Connection charge

Private: MEGATEL Program

Government agencies: Resolution No. 162 MOSP/88 according to category.

- Monthly

According to area and category: - Medical Service

- Unlimited service

Rate per telephone communication unit (PTFO).

- Private Central

They are not installed by the ENTel more according to Resolution No. 163 A. G. ENTel. /79.

- Special equipment

There are a range of these (e.g. color appliance, amplifiers, visual signal, etc.)

- Supplementary services

- Aboned absent.

- International exit traffic block.

- National exit traffic block.

- Total out traffic block.

- Conference service.

- Call on hold.

- Wake up.

- Don't bother.

- Abbreviated number (up to) 10 or up to 20 numbers)

- Call without selection.

- Call transfer.

NOTE. These additional services are provided only through electronic (analogous and digital) power plants.

- Equipment provided by third parties

The following approved equipment can be connected to the telephone lines and/or circuits provided by the company:

- Self-responsors

- Callers

- 1-call automatic distributors

- Facsimil equipment (fax)

- Telegraphers

- Chief Secretariat

- Shared service equipment

- Modem (acoustic or direct coupling) equipment used for data transmission.

- Temporary telephone service for ships in port.

- Public Telephone (TPA) and Semi-public Service.

(b) Interurban Telephonic Service ("O") Interurban service between different telephone exchanges, located in different areas of local service, is charged by telephone communications units (PTFO) according to the rate per minute corresponding to distance

(c) DDI International Access Phone Service ("OO") The urban telephones of the crossbar Pentaconta 1000B type and electronics (analogs and digital) allow subscribers of these, the automatic exit for the ease of access to the international direct disc (DDI) through the international center. For the rest of the subscribers this service is provided with operator intervention.

1-2 Exclusive International Direct Disc (DDI)

This service allows the subscriber to establish direct international communications, without the intervention of operators through a center expressly enabled for such purpose or a line group of the Central Cuyo 953.

- Rate

 Connection charge: Private: FINANTEL Program Government: Resolution No. 629 MOSP/88 

- Abono

150 international minutes (34,000 PTFOs).

2-Service Teleex

It is a message communication service written through teleprinters and automatic switching stations.

Resolution No. 219 SC/81 of 27/3/81 privatized the provision, installation and maintenance of teleprinters.

- Rate

Connection charge:

-Bronze.

Private: FINANTEL Programme

Government: Resolution No. 162 MOSP/88.

1200 PIX (no maintenance of equipment)

- By use: Local and inter-urban communications are rated by communication units (PTX) which are frequently established by distance.

3-Data Transmission Service - RED ARPAC

This network allows communicating in a commuted way, computers and terminals located away from each other, using the technique of commuting information packets.

- Features:

- The operation of the ARPAC network is based on the establishment of switched virtual circuits.

- The maximum size of the packages is 128 or 256 bytes

- Direct access uses CCITT interfax X.25 to 2400, 4800 and 9600 bps, can also be accessed using X.28 to 1200 bps and HDLC-MNR (SDLC) to 2400 bps.

- Telephone access is made through the Telefónica Network Switched through phone numbers specially enabled to this end.

- For national telephone calls the cost of communication by the ARPAC Network

It's reverted to the computer.

-For international communications by telephone access, a Network User Identification (IUR) should be used which should be managed in the commercial area corresponding to the telephone number.

- It has been privatized d equipment modem side subscribed.

- Access from the telex network (nextly)

- Rate

 Connection charge: Private: FINANTEL Program Government: Resolution No. 182 MOSP/88 

 -Abono: Invoice: - Basic -Special protocol (X.28 or SDLC) - Logic channel - Permanent virtual circuit. 

Note: In the case of remote fertilizers of nodes or concentrators, a value equivalent to 30% of the fixed for intercity telephone circuits is perceived monthly.

- Rates for use

 -Traffic: 64 package segment count - 1 PTD bytes (1/2 package) 1 

- Time: PTD/minutes at speed

- Optional facilities of Group I and/or II at speed.

- Optional facilities Group I

- Outgoing unidirectional logical channel/entrant

-Prohibition of outgoing/intrant calls

-Exit/entry access for closed user group.

-Prohibition of outgoing or incoming l1amadas within a closed group of users.

- Application/acceptance of reverted collection

- Fast selection acceptance

-Unnormalized window selection

- Optional facilities Group II

-Closed User Group

- Quick selection

- Multiline access

-Negotiation of flow control parameters.

- Added value services

The ARPAC Network allows the provision of new services that are currently not exploited by the ENTel.

- Data Bank Service

-The ENTel has connected your computer to the ARPAC Network that provides the Customer Information Service (SIC) to which ARPAC users can access or through the Telefonica Network Switched

Currently offers:

1 -Guía de abonado: the one accessed by name or telephone number.

2 - Télex Guide: the one accessed by name or number of telex.

3 - Information about ARPAC Network

-There are other computers connected to the ARPAC Network that offer their services to their own ARPAC Network users or via phone access.

- Videotex service

The standard of service delivery has not yet been defined.

Regardless of this, the Network recognizes terminal data equipment (ETD) node package.

-Mess switching service

- Teletex service (it is possible to support it with ETD node package)

- Datafax Service

- Datafono Service

4 - Arrangement of circuits for telephone or telegraphic communications (direct and liaison lines for urban service).

They are classified into:

(a) Telegraphs

-Tarifas

 - Connection charges: Private: FINANTEL Program Government: Resolution No. 162 MOSP/88 

-Bronze:

Depending on the distance from the local or urban circuit.

An amount equal to 20% of a telephone circuit is charged by intercity circuit

(b) Telephones (2 threads)

-Tarifas

 - Connection charges: Private: FINANTEL Program Government: Resolution No. 162 MOSP/88 

-Bronze:

Depending on the distance from the local or urban circuit

For intercity circuit, a monthly payment is given to the amount equivalent to 6,000 minutes of intercity communication according to distance.

(c) Data transmission (2 or 4 threads)

- Rates

 - Connection charges: - 2 Hilos: Previous Idem. -4 Hilos: Double of the previous one. 

-Bronze.

For the arrival of telephone circuits for particular urban uses affected to the transmission of data, which operate independently of the ARPAC Network, where there are direct accesses to it is increased by 100%. This increase does not apply for intercity circuit cases.

- 2 Hilos: double the previous

- 4 Hilos: quadruple of the previous

(d) Transport of broadcasting programmes

This service is provided through links between the places or studies from which broadcasting events or broadcasting programs are transmitted and the transmitters of the respective diffuseries that broadcast.

 -Arrival Tariff - Connection charge: Telephone Idem -Abono: a) Per month b) By day 

5 -Arring of circuits for transport of Television Programs.

The transports of television signals are tariffed using a formula that determines the value of the minute of transmission of the television signal.

6 -Field Service Internal Radio

In the internal radiotelefonic mobile service with Argentine flag ships in navigation, the rate to be applied is composed as intervening in the exchange of ground and/or mobile stations and given the case, lines or telephone circuits, of the following rates:

(a) Land

(b) Telefónica

In public, internal and rural radio-telphonic services, they will receive the same rates as those set for intercity services.

7 -Release of radioelectronic systems.

For permanent radio-telephonic or radio-telegraphic services the fixed will apply for the arrival of a telephone or telegraphic circuit respectively. For the transport of broadcasting programs the rates for intercity service apply.

For temporary applications the rate per hour or fraction according to output power.

8 - Internal radiotelphonic fixed service.

Telephone services that are provided connected to a radio station that expects them to enable communications with the entire National Network.

In the internal public radio and rural telephone fixed services, they govern the same rates as those set for the intercity services.

9 - Rural radiotelefonic service with reduced fixed and mobile power.

This service allows users distributed throughout the country, operating their own station, issuing and receiving local and interurban calls in correspondence with the various radio stations that they have assigned for those purposes.

The monthly basic wage rates are equivalent to those of the second group of the 1 telephones with measured service.

To determine the monthly free minutes of communication are considered areas according to

Number of phones.

Interurban calls increase by 50% while international calls apply the same rate for telephone subscribers connected to the National Network.

Annex X 1
Annex X 1
Annex X 1
Annex X 1

Annex XII. 1

Formula to calculate return on assets subject to exploitation

(First two years of exclusivity)

Total net utility for telephone services

more perceived and accrued connection rights. ____________________________________________________________=16%

Semisuma of net fixed assets subject to exploitation.