FORM OF EXCHANGE AGENT AGREEMENTExchange 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
D.F. KING LETTERHEAD]Telefonica of Argentina Inc • June 17th, 2003 • Telephone communications (no radiotelephone)
This Letter Agreement sets forth the terms and conditions pursuant to which Telefónica de Argentina S.A. (the “Company”) has retained D. F. King & Co., Inc. (“King”) in connection with a proposed exchange offer and proxy solicitation described below.
FORM OF SUPPLEMENTAL INDENTURESupplemental Indenture • June 17th, 2003 • Telefonica of Argentina Inc • Telephone communications (no radiotelephone) • New York
SUPPLEMENTAL INDENTURE, dated as of , 2003 (the “Supplemental Indenture”) between COMPAÑÍA INTERNACIONAL DE TELECOMMUNICACIONES S.A., a sociedad anónima duly organized and existing under the laws of Argentina (the “Company”), and THE BANK OF NEW YORK, a New York banking corporation incorporated and existing under the laws of the State of New York, as Trustee (the “Trustee”). All capitalized terms used herein but not defined herein shall have the meanings given in the Indenture, unless otherwise indicated.
TELEFÓNICA DE ARGENTINA S.A., Company, and THE BANK OF NEW YORK, Trustee, Co- Registrar and Principal Paying Agent, BANCO RÍO DE LA PLATA S.A., Registrar and Argentine Paying Agent, and THE BANK OF NEW YORK (LUXEMBOURG) S.A., Luxembourg Paying and...Telefonica of Argentina Inc • June 17th, 2003 • Telephone communications (no radiotelephone) • New York
THIS INDENTURE, dated as of , 2003 between Telefónica de Argentina S.A., a sociedad anónima organized, existing and incorporated in the City of Buenos Aires (“Buenos Aires”), Argentina under the laws of the Republic of Argentina on April 23, 1990, with a term of duration expiring on July 31, 2089, and registered with the Public Registry of Commerce on July 13, 1990 under number 4535, Book 108 of Volume “A” of corporations, having its principal executive offices at Avenida Ingeniero Huergo 723, (C1107 AOH) Buenos Aires, Argentina (the “Company”), and The Bank of New York, a New York banking corporation, as Trustee (the “Trustee”), Co-Registrar (the “Co-Registrar”) and Principal Paying Agent (the “Principal Paying Agent”), Banco Río de la Plata S.A., a corporation duly organized and existing under the laws of Argentina, as Registrar (the “Registrar”) and Argentine Paying Agent (the “Argentine Paying Agent”) and The Bank of New York (Luxembourg) S.A., a corporation duly organized under th
D.F. KING LETTERHEAD]Telefonica of Argentina Inc • June 17th, 2003 • Telephone communications (no radiotelephone)
This Letter Agreement sets forth the terms and conditions pursuant to which Telefónica de Argentina S.A. (the “Company”) has retained D. F. King & Co., Inc. (“King”) in connection with a proposed exchange offer and proxy solicitation described below. The Company is also soliciting proxies from the holders of the Cointel Notes with respect to certain proposed amendments to the indenture pursuant to which the Cointel Notes were issued. The proxy solicitation is herein referred to as the “Proxy Solicitation.”
