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2 similar Exchange Agent Agreement contracts by Telefonica of Argentina Inc

FORM OF EXCHANGE AGENT AGREEMENT
Exchange Agent Agreement • June 17th, 2003 • Telefonica of Argentina Inc • Telephone communications (no radiotelephone) • New York

Telefónica de Argentina S.A., an Argentine corporation (the “Company”), proposes to make offers (the “Exchange Offers”) to exchange (i) for the existing 8.85% Series A Notes due 2004 of Compañía Internacional de Telecomunicaciones S.A. (“Cointel”) (the “Existing Series A Notes”), its U.S. dollar denominated 8.85% Notes due 2011 (the “New 2011 Notes”), plus cash, and (ii) for Cointel’s existing 10 3/8% Series B Notes due 2004 (the “Existing Series B Notes” and together with the Existing Series A Notes, the “Existing Cointel Notes”), its New 2011 Notes or its Argentine peso-denominated Conversion Notes due 2011 (the “Conversion Notes”), plus cash. The Existing Series A Notes and the Existing Series B Notes are together known as the “Old Securities.” The New 2011 Notes and the Conversion Notes registered under the Securities Act of 1933 are together known as the “New Securities”. The terms and conditions of the Exchange Offers as currently contemplated are set forth in a prospectus dated

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FORM OF EXCHANGE AGENT AGREEMENT
Exchange Agent Agreement • June 17th, 2003 • Telefonica of Argentina Inc • Telephone communications (no radiotelephone) • New York

Telefónica de Argentina S.A., an Argentine corporation (the “Company”), proposes to make offers (the “Exchange Offers”) to exchange (i) for its existing 11 7/8% Notes due 2004 (the “Existing 2004 Notes”), its 11 7/8% Notes due 2007 (the “New 2007 Notes”), plus cash, and (ii) for its existing 9 1/8% Notes due 2008 (the “Existing 2008 Notes”), its 9 1/8% Notes due 2010 (the “New 2010 Notes”), plus cash. The Existing 2004 Notes and the Existing 2008 Notes are together known as the “Old Securities.” The New 2007 Notes and the New 2010 Notes registered under the Securities Act of 1933 are together known as the “New Securities”. The terms and conditions of the Exchange Offers as currently contemplated are set forth in a prospectus, dated June 17, 2003 (the “Prospectus”), proposed to be distributed to all record holders of the Old Securities. The Old Securities and the New Securities are collectively referred to herein as the “Securities”. Concurrently with the Exchange Offers, the Company is

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