PRELIMINARY DRAFT - SUBJECT TO CHANGE

November 14, 2017

PUBLIC-PRIVATE PARTNERSHIP PROGRAM

HIGHWAYS AND SAFE ROADS NETWORK

STAGE 1

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PRELIMINARY STRUCTURAL CONSIDERATIONS

This preliminary and non-comprehensive draft sets forth the main structural considerations relating to the

contractual architecture and key features of the public-private partnership ("PPP") program for the projects

comprised in the Republic of Argentina's "Safe Highways and Roads Network – Stage 1" (the "Projects"),

with emphasis on the description of the main aspects of the model PPP contract (the "PPP Contract"). This

document has been prepared jointly by the Ministry of Finance and the Ministry of Transport of the

Republic of Argentina, acting through the Dirección Nacional de Vialidad ("DNV").

This document is not binding and has no legal effect whatsoever. It is subject to change and does not

represent the final position of any governmental authority of the Republic of Argentina.

This document is being simultaneously published in both Spanish and English. The Spanish version will

prevail in case of any inconsistencies.

1. STRUCTURE AND GOALS

(a) Purpose

The purpose of the contractual structure relating to the Projects is to improve the

infrastructure of the Republic of Argentina by promoting the interaction between the public

and private sectors and the use of PPPs as a capital mobilization tool, relying for such

purpose on specific mechanisms or contractual features that promote:

the highest number of bidders, by establishing bidding requirements aimed at

promoting partnership opportunities between national and international companies

to undertake the works efficiently and according to high quality standards; and

multiple sources of financing, by creating appropriate incentives that would allow

each category of funders, both local and international, to offer those products and

services that, based on format, currency, term, risk profile and other features, they

would be best positioned to provide;

(b) Structure

The contractual structure relating to the Projects has been designed on the basis of the most

successful PPP and project financing experiences in the region, and to achieve the following

goals:

splitting the compensation for the investment in the asset from the compensation for

the operation and maintenance of the asset, thus favoring the predictability of those

two separate cash flow sources for financial structuring purposes;

mitigating the funders' risk associated with the construction, rehabilitation and

improvement of the works being auctioned (the "Main Works") by providing for the

issuance, on a quarterly basis and against progress of construction, of freely

transferable certificates to compensate the investment made on the infrastructure

("Títulos de Pagos por Inversión" or "TPIs"). The TPIs will be unconditional (in

those instances discussed in item 6 (Works and Associated Compensation) below)

and freely transferable, and payments thereunder will be irrevocable and commence

on a date certain;

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mitigating the funders' risk associated with traffic by providing for the issuance, at

each bidder's option, of freely transferable certificates to compensate the availability

of the infrastructure ("Títulos de Pagos por Disponibilidad" or "TPDs"). The TPDs

will be issued on a monthly basis, and payments thereunder will be irrevocable. For

certain Projects with solid traffic history where the projected Compensation by Users

(as defined in item 7 (Main Services, Commercial Exploitation and Associated

Compensation) below) is deemed sufficient to cover, in whole or in part, operation

and maintenance expenses, the bidder's option to request availability payments may

be eliminated or made subject to a cap;

creating incentives for the efficient operation of the Project by allowing the PPP

Contractor to retain the Compensation by Users (i.e. the aggregate of traffic

revenues, excess load revenues and commercial exploitation revenues) in full. For

certain Projects with solid traffic history where the projected Compensation by Users

is deemed sufficient to cover, in whole or in part, operation and maintenance

expenses, the PPP Contractor will be required to make a periodic payment to the PPP

Trust for the account of the Contracting Authority (see "Traffic Contribution" in item

7 (Main Services, Commercial Exploitation and Associated Compensation) below);

mitigating the funders' risk associated with the potential discriminatory treatment of

any Project by providing for an adjustment in the PPP Contractor's compensation if

any Project, or any sector of the PPP program to which such Project belongs, is

subject to discriminatory treatment; and

mitigating the funders' risk associated with the early termination of the PPP Contract

for any reason by providing for a termination payment that, among other categories

of compensation, will automatically include an amount equal to the value of those

investments relating to the Main Works the making of which was acknowledged

pursuant to monthly investment progress acts issued by the Granting Authority (each,

a "Investment Progress Act" or "ARAI") but did not result in the issuance of TPIs by

the PPP Trust.

2. BIDDING AND AWARD CRITERIA

(a) Prequalification requirements

Each bidder will be required to meet certain Project-specific minimum technical

prequalification requirements. To satisfy such requirements, each bidder will have

to demonstrate experience in the construction of road projects and/or operation of

road concessions or road PPP projects and/or the construction and/or operation of

other type of PPP infrastructure projects. Any bidder that fails to meet such

requirements directly may still prequalify (i) through other entities that belong to its

economic group and meet such requirements, (ii) through other entities that are

shareholders and, taken as a whole, meet such requirements or (iii) pursuant to other

qualification criteria set forth in the relevant bidding documents.

Each bidder will have to designate a strategic shareholder, which will be required to

meet certain minimum solvency prequalification requirements and to maintain a

minimum level of shareholding in the PPP Contractor to be specified in the relevant

bidding documents for a period ending not earlier than the date on which 20% of the

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original term of the PPP Contract has elapsed or 20% of the required investment has

been made, whichever occurs first.

(b) Economic Proposal and Award

Each prequalified bidder will be required to bid on the following variables as part of

its economic proposal:

o the annual maximum nominal amount of compensation requested in

respect of the construction of the Main Works expressed in Dollars, which

may be subject to a cap; and

o to the extent permitted by the relevant bidding documents, the annual

maximum nominal amount of compensation for the availability of the

infrastructure expressed in Pesos, which may be subject to a cap.

The bidding documents will establish the weighting that each of these two variables

of the economic proposal will have for purposes of the award formula.

The bidder requesting the lowest amount, as determined pursuant to the award

formula, will be selected as the winning bidder for the relevant Project.

These two variables will be used to determine, respectively, the compensation for

the execution of the Main Works (the "Investment Compensation") and, where

applicable, the compensation for the availability of the infrastructure (the

"Availability Compensation") for the relevant Project.

(c) Key documentation

Main Works Schedule. The bidding documents for the relevant Project will include

the Main Works Schedule supplied by DNV, which will contemplate construction

milestones (each, an "Investment Milestone"). Investment Milestones will be used

to determine the potential assessment of penalties for delay in construction ("Delay

Penalties"). The Main Works Schedule will show the work progress curve for the

relevant Project and the proportional individual weight of each portion of the Main

Works to the aggregate of the Main Works.

Preliminary Technical Design. Each bidder will submit a proposal based on the

preliminary technical design and other specifications set forth in the bidding

documents for the relevant Project. Each bidder will be responsible for the

information contained in its proposal.

3. PERFORMANCE BONDS

Each bidder and, upon award of the Project, the relevant special purpose vehicle established by the

winning bidder to enter into the PPP Contract (the "PPP Contractor") will be required to submit the

following bonds (each for an amount to be specified in the relevant bidding documents):

Bid Bond. Together with its proposal, each bidder will be required to provide an on-

demand bond to guarantee compliance with the terms of its proposal, which will be

returned to the relevant bidder upon execution of the PPP Contract.

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Financial Close Bond. On the date of execution of the PPP Contract, the PPP

Contractor will be required to provide an on-demand bond to guarantee its obligation

to achieve financial close by a longstop date, which will be returned to the PPP

Contractor upon financial close having been achieved.

Performance Bonds Relating to Works.

o The PPP Contractor will be required to provide the following performance

bonds to guarantee compliance with its obligation to execute the relevant

works:

either an on-demand bond or a surety bond (the "Main Works

Performance Bond") to guarantee compliance of its obligation to

execute the Main Works; and

should additional works be undertaken by the PPP Contractor

under the PPP Contract (whether voluntarily or mandatorily, as

explained in item 6 (Works and Associated Compensation)

below), either an on-demand bond or a surety bond to guarantee

compliance of its obligation to execute such additional works.

o These performance bonds will be returned to the PPP Contractor upon the

definitive acceptance of the relevant works (i.e. the expiration of a period

of 48 months following provisional acceptance thereof).

Performance Bond Relating to Services. On the date of execution of the PPP

Contract, which will also be the date of commencement of the PPP Contractor's

obligation to provide operation and maintenance services in respect of the Project

(together, the "Main Services"), the PPP Contractor will be required to provide either

an on-demand bond or a surety bond to guarantee such obligation (the "Main

Services Performance Bond"). The Main Services Performance Bond will be

returned to the PPP Contractor upon the liquidation of the PPP Contract.

The consequences associated with the PPP Contractor's decision to provide the Main

Works Performance Bond and the Main Services Performance Bond as on-demand

bonds or as surety bonds are discussed in item 6 (Works and Associated

Compensation) below.

4. FINANCIAL CLOSE AND EQUITY CONTRIBUTIONS

(a) Financial Close

The PPP Contract will provide for an initial deadline of 6 months from the date of

execution of the PPP Contract for the PPP Contractor to achieve financial close.

Such initial deadline will be subject to two consecutive 3-month extension at the

option of the PPP Contractor, each against the increase of the Financial Close Bond

in an amount to be specified in the relevant bidding documents.

To achieve financial close, the PPP Contractor will be required to submit

documentation evidencing availability of funds for an amount equal to the amount

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of the Main Works specified in the PPP Contract. Availability of funds may be

evidenced by commitments from a pre-funded vehicle or by firm commitments from

financial institutions. If the financing is in the form of lending commitments to be

disbursed at a later date (or in any form other than an upfront disbursement of funds

in full or issuance of debt as of financial close), the entity providing such

commitments will be required to meet certain minimum creditworthiness

requirements.

(b) Equity Contributions

The PPP Contractor will be required to demonstrate that its shareholders or affiliates

thereof have made equity contributions for at least 10% of the amount of the Main

Works.

Such equity contributions will be required to be made in installments, and no later

than the date specified therefor in a schedule to be set forth in the PPP Contract.

The PPP Contractor may elect to demonstrate that the required equity contributions

have been made in full on or prior to the date of execution of the PPP Contract.

However, if any required equity contributions are pending as of such date, the

undertaking to make such pending equity contributions will have to be provided by

a shareholder or affiliate thereof that meets certain minimum creditworthiness

requirements.

5. PPP CONTRACT

The parties to the PPP Contract will be (i) the Republic of Argentina, represented by the Ministry

of Transport acting through DNV and (ii) the PPP Contractor. DNV will be the contracting

authority for all purposes under the PPP Contact (the "Contracting Authority"). The term of the

PPP Contract will be 15 years.

6. WORKS AND ASSOCIATED COMPENSATION

(a) Works

Works to be Performed by the PPP Contractor

o Main Works. The PPP Contractor will undertake to execute the Main

Works and will have the right to receive, as consideration for such

undertaking, the Main Works Compensation.

The average construction timeline for completion of the Main

Works will be 4 to 5 years. The PPP Contractor's obligation to

execute the Main Works will commence on the date specified

therefor in the Main Works Schedule, subject to the satisfaction

of certain conditions precedent.

o Additional Mandatory Works. The PPP Contractor may also be required

to perform, if so requested by the Contracting Authority for reasons of

public interest, additional works relating to the Project for an amount of

up to 20% of the amount of the Main Works Compensation. The amount,

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time for completion and compensation of such additional works will be

determined by mutual agreement or, alternatively, by the Technical Board

(as defined in Section 13 (Dispute Resolution) below) but any

compensation determined by the Technical Board will be in all cases

payable against work progress.

o Additional Voluntary Works. The PPP Contractor may also be required to

perform, if so requested by the Contracting Authority for reasons of public

interest, additional works relating to the Project that are in excess of the

20% threshold for mandatory additional works. The amount, time for

completion and compensation of such additional works will be determined

by mutual agreement, and the PPP Contractor will not be obligated to

perform any such additional works absent mutual agreement.

Works to be Performed by the Contracting Authority

o Ongoing Works. DNV is currently executing, directly or through

designated contractors, certain works relating to the Projects, which will

be incorporated into the scope of the PPP Contract upon completion

thereof. The description and scope of the ongoing works will be included

in the bidding documents, and each bidder will be required to make its

own assessment regarding the costs associated with the operation and

maintenance thereof following its taking over by the PPP Contractor. The

Contracting Authority will bear the cost of and the associated risk to such

ongoing works. The PPP Contractor will not receive Main Works

Compensation for the execution of such ongoing works.

o Additional Discretionary Works. The Contracting Authority may, for

reasons of public interest and at its own expense, undertake the execution

of additional works relating to the Project, whether directly or through

designated contractors, and have those incorporated into the scope of the

PPP Contract. The PPP Contractor will not receive any compensation for

the execution of such works but will have the right to be compensated for

any resulting increase in its operation and maintenance costs (as further

discussed in item 9 (Risk Allocation and Economic-Financial

Equilibrium) below).

(b) Investment Periods, Investment Milestones and Investment Progress Acts

At the end of each month, the Contracting Authority will certify the portion of the

Main Works executed during such month by issuing to the PPP Contractor an

Investment Progress Act – ARAI, which will specify the value, in Dollars, of such

Main Works.

At the end of each quarter (an "Investment Period"), the Contracting Authority will

instruct the PPP Trust to issue, and the PPP Trust will issue, one or more TPIs for an

amount equal to the progress of the Main Works during such Investment Period.

Each TPI will be issued within a certain period to be defined following the end of

each Investment Period and pursuant to a format to be attached to the PPP Contract.

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The amount of investment that the Contracting Authority has acknowledged through

the issuance of ARAIs in respect of which no TPI has been issued will be

automatically included in the resulting Unamortized Investment Payment in case of

early termination of the PPP Contract for any reason.

(c) Main Works Compensation

The Main Works Compensation will consist in the delivery to the PPP Contractor,

upon completion of each Investment Period, of one or more TPIs. The TPIs to be

issued in respect of each Investment Period will represent an aggregate amount equal

to the percentage of the Main Works Compensation corresponding to the percentage

of completion of the Main Works during such Investment Period (regardless of

whether the percentage of completion of the Main Works is lesser, equal to or higher

than the expected percentage of completion of the Main Works for such Investment

Period based on the Investment Milestones set forth in the Main Works Schedule).

Each TPI will be issued in Dollars, and will be irrevocable and freely transferable.

Each TPI will provide for 20 semi-annual payments in Dollars (each, an "Investment

Payment"). The Investment Payments for all Projects will become due and payable

on May 15 and November 15 each calendar year (each, an "Investment Payment

Date").

To give predictability to the amount of Investment Payments to be made on each

Investment Payment Date and thus facilitate the structuring of the relevant project

financing, the Investment Payments will be made as follows:

o the Investment Payments will become due and payable on each May 15

during four consecutive calendar years (each, an "Initial Investment

Payment Date");

o the bidding documents will specify, for each Initial Investment Payment

Date, a maximum percentage of TPIs (the "Applicable TPI Percentage") that

would become due and payable on such Initial Investment Payment Date;

o the Applicable TPI Percentage corresponding to each Initial Investment

Payment Date will be determined taking into account (i) the anticipated dates

of issuance of TPIs based on the expected progress of the Main Works

pursuant to the work progress curve set forth in the Main Works Schedule

plus (ii) a 12-month cushion in respect of such anticipated dates;

o the first Investment Payment corresponding to all TPIs issued prior to each

Initial Investment Payment Date will become due and payable on such Initial

Investment Payment Date (and the remaining Investment Payments will

become due and payable on each subsequent Investment Payment Date)

provided that such TPIs do not exceed the Applicable TPI Percentage;

o if the percentage of TPIs issued as of any Initial Investment Payment Date

is higher than the relevant Applicable TPI Percentage, the Investment

Payments corresponding to the TPIs falling outside the Applicable TPI

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Percentage threshold will become due and payable commencing on the next

Initial Investment Payment Date; and

o if the percentage of TPIs issued as of any Initial Investment Payment Date

is lower than the Applicable TPI Percentage, only the Investment Payments

corresponding to the TPIs effectively issued as of such date will become due

and payable (i.e. no Investment Payments will be made in respect of any

portion of the Main Works for which no TPI has been issued, whether or not

such portion of the Main Works was scheduled to be completed by such date

pursuant to the Main Works Schedule).

The TPIs will provide for the payment of delay interest in the event the Investment

Payments are made past their due date.

Each TPI will be issued by the PPP Trust upon instructions of the Contracting

Authority and in accordance with a format to be attached to the PPP Contract. The

PPP Trust will be the obligor in respect of all Investment Payments resulting from

each TPI.

Each TPI may be issued as a global certificate with registered beneficiaries or in the

name of specific beneficiaries. The beneficiary of each TPI will be the PPP

Contractor or one or more beneficiaries designated in writing by the PPP Contractor

prior to its issuance. Both the TPIs and any rights arising therefrom, including the

right to receive Investment Payments, will be freely transferable by the relevant

beneficiary (i.e. no prior consent of the Contracting Authority will be required).

The TPIs will be governed by Argentine law. Any disputes relating to the TPIs or

any rights arising therefrom will be settled as described in Section 12 (Disputes

Resolution) below.

Conditionality of Investment Payments Depending on Type of Performance Bond

The PPP Contractor may irrevocable elect to receive either TPIs that are

unconditional and not subject to any deductions (the "Fixed TPIs") or a combination

of Fixed TPIs and TPIs that are conditional and subject to certain deductions (the

"Variable TPIs"), as further explained below:

o if the PPP Contractor elects to submit the Main Works Performance Bond

and the Main Services Performance Bond as on-demand bonds, the TPIs

for each Investment Period will be Fixed TPIs in respect of 100% of the

Main Works Compensation relating to such Investment Period.

o if the PPP Contractor elects to submit either the Main Works Performance

Bond or the Main Services Performance Bond as a surety bond, the TPIs

for each Investment Period will be:

Fixed TPIs in respect of 85% of the Main Works Compensation

relating to such Investment Period; and

Variable TPIs in respect of 15% of the Main Works Compensation

relating to such Investment Period.

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The Variable TPIs will be subject to deductions as follows:

o if the PPP Contractor submits the Main Services Performance Bond as an

on-demand bond, the Variable TPIs will be subject to deductions only

during the 48-month guaranty period following the provisional acceptance

of the Main Works (the "Main Works Guaranty Period") upon:

the assessment of Delay Penalties or Defects Penalties

(together, the "Penalties"); or

the assessment of a penalty due to early termination of the

PPP Contract for reasons attributable to the PPP

Contractor (the "Termination Penalty");

o if the PPP Contractor submits the Main Services Performance Bond as a

surety bond, the Variable TPIs will be subject to deductions during the

term of the PPP Contract upon:

the assessment of any Penalties;

the assessment of fines as a result of non-compliance with

the quality standards relating to the operation and

maintenance of the Project ("Fines"); or

the assessment of a Termination Penalty; and

o the procedure described in item 8 (Penalties and Fines) below will be

followed prior to making any deductions from any Variable TPI as a result

of the assessment of Penalties or Fines.

7. MAIN SERVICES, COMMERCIAL EXPLOITATION AND ASSOCIATED

COMPENSATION

The PPP Contractor will be obligated to perform the Main Services (i.e. the operation and

maintenance of the Project) and will be entitled to undertake the commercial exploitation of the

Project by leasing the service areas and unutilized expropriated lots and by providing to the public

services other than the Main Services.

(a) Main Services

As compensation for the provision of the Main Services, the PPP Contractor will

receive the Compensation by Users and, to the extent requested as part of its

economic offer, the Availability Compensation.

The PPP Contractor will be initially obligated to provide the Main Services in respect

of the Main Works and the Ongoing Works commencing on the taking over date

(considering that the cost associated with the operation and maintenance of the

Ongoing Works will have to be assessed by each bidder at the time of submitting its

proposal).

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Should additional mandatory, voluntary or discretionary works be subsequently

incorporated into the scope of the PPP Contract, the PPP Contractor will also be

obligated to provide the Main Services in respect thereof but will be duly

compensated for the associated incremental operation and maintenance costs. The

amount, time of payment and form of payment of such compensation will be

determined by mutual agreement between the parties or, absent such agreement, by

the Technical Board.

The PPP Contractor's obligation to perform the Main Services will commence on the

taking over date of the existing infrastructure (Stage 1 of the Safe Highways and

Roads Network is entirely comprised by brownfield projects) and extend throughout

the term of the PPP Contract.

(b) Availability Compensation

Should the relevant bidding documents allow bidders to request Availability

Compensation, such compensation will consist in the delivery to the PPP Contractor,

for each calendar month on which the Main Services have been provided (each, an

"Availability Period"), of one or more TPDs.

Prior to its issuance, the TPIs will be subject to discounts as a result of the assessment

of Fines. Following its issuance, each TPD will be irrevocable, unconditional and

freely transferable.

Each TPD will provide for a single cash payment in Pesos to be made within 15

business days from the date of its issuance (the "Availability Payment").

The amount of the Availability Payment corresponding to each Availability Period

will be equal to one twelfth (1/12) of the maximum nominal annual amount of the

proposed Availability Consideration set forth in the relevant economic proposal

minus the amount of Fines that have accrued and become due and payable during

such Availability Period.

The TPDs will provide for the payment of delay interest if the relevant Availability

Payment is made past its due date.

Each TPD will be issued by the PPP Trust upon instructions of the Contracting

Authority and in accordance with a format to be attached to the PPP Contract. The

PPP Trust will be the obligor in respect of all Availability Payments resulting from

each TPD.

Each TPD may be issued as a global certificate with registered beneficiaries or in the

name of specific beneficiaries. The beneficiary of each TPD will be the PPP

Contractor or one or more beneficiaries designated in writing by the PPP Contractor

prior to its issuance. Both the TPDs and any rights arising therefrom, including the

right to receive Availability Payments, will be freely transferable by the relevant

beneficiary (i.e. no prior consent of the Contracting Authority will be required).

The TPDs will be governed by Argentine law. Any disputes relating to the TPDs or

any rights arising therefrom will be settled as described in Section 12 (Disputes

Resolution) below.

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The procedure for the adjustment of the Availability Compensation will be included

in the relevant bidding documents.

(c) Compensation by Users

The PPP Contractor will be entitled to receive (i) all proceeds from the Project's

paying traffic, (ii) all proceeds from the Project's excess load charges and (iii) all

proceeds arising from the commercial exploitation of the Project (collectively, the

"Compensation by Users").

By letting the PPP Contractor retain the Compensation by Users in full, appropriate

incentives are being put in place for the PPP Contractor to operate and maintain the

Project efficiently and to maximize revenue generation. In those instances where

bidders are permitted to request Availability Compensation, the ability to retain the

Compensation by Users in full would also allow bidders to request lower Availability

Payments.

Without prejudice to the PPP Contractor's right to retain the Compensation by Users

in full, the bidding rules for certain Projects with a solid traffic history may require

the PPP Contractor to make a monthly payment to the PPP Trust (the "Traffic

Contribution"). Such monthly payment will be equal to the product of the tariff

applicable to a specified vehicle category multiplied by a specified number of

vehicles of such category, in each case, as set forth in the bidding documents. The

Traffic Contribution will therefore vary according to periodic actual adjustments of

the tariff.

The bidding documents will include a chart setting forth both the initial tariffs and

for excess load charges and the projected adjustments thereof during the term of the

PPP Contract.

8. PENALTIES AND FINES

(a) Main Works Performance Bond and Main Services Performance Bond as On-Demand

Bonds

In the event that both the Main Works Performance Bond and the Main Services

Performance Bond submitted by the PPP Contractor are on-demand bonds, should the PPP

Contractor be assessed any Penalties (during the Main Works Guaranty Period) or any

Fines (at any time during the term of the PPP Contract) that are being challenged pursuant

to the dispute resolution procedure specified in item 13 (Dispute Resolution) below, then:

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the PPP Contractor will be required to deposit into an account of the PPP Trust an

amount equal to such Penalties or Fines upon the assessment thereof and such

amount will remain on deposit in such PPP Trust account until such Penalties or

Fines become final, at which time it will be either applied to the payment thereof or

returned to the PPP Contractor;

should the PPP Contractor fail to deposit into an account of the PPP Trust an amount

equal to the amount of such Penalties or Fines upon the assessment thereof:

o the Main Works Performance Bond may be called for the amount of the

relevant Penalties (or the portion thereof that the PPP Contractor failed to

deposit into the PPP Trust) and such amount will remain on deposit in an

account of the PPP Trust until such Fine it becomes final; and

o the Main Services Performance Bond may be called for the amount of the

relevant Fines (or the portion thereof that the PPP Contractor failed to

deposit into the PPP Trust) and such amount will remain on deposit in an

account of the PPP Trust until such Fine it becomes final.

The amount of the relevant Penalties or Fines may in no event be deducted from any

TPI.

If the PPP Contractor is assessed Penalties or Fines that are not challenged pursuant to the

dispute resolution procedure specified in item 13 (Dispute Resolution) below, the PPP

Contractor will be required to deposit into an account of the Contracting Authority an

amount equal to the amount of such Penalties or Fines. Should the PPP Contractor fail to

make such deposit, the Main Works Performance Bond or the Main Services Performance

Bond, as applicable, may be called for such amount.

(b) Main Works Performance Bond and Main Services Performance Bond as On-Demand

Bonds

In the event that both the Main Works Performance Bond and the Main Services

Performance Bond submitted by the PPP Contractor are on-demand bonds, should the PPP

Contractor be assessed any Penalties (during the Main Works Guaranty Period) or any

Fines (at any time during the term of the PPP Contract) that are being challenged pursuant

to the dispute resolution procedure specified in item 13 (Dispute Resolution) below:

the PPP Contractor will be required to deposit into an account of the PPP Trust an

amount equal to the amount of such Penalties or Fines upon the assessment thereof

and such amount will remain on deposit in such PPP Trust account until such

Penalties or Fines become final, at which time it will be either applied to the payment

thereof or returned to the PPP Contractor;

if the PPP Contractor fails to deposit into an account of the PPP Trust an amount

equal to such Penalties or Fines upon the assessment thereof:

o the amount of the relevant Penalties (or the portion thereof that the PPP

Contractor failed to deposit into the PPP Trust) may be deducted from any

pending Investment Payment to be made under a Variable TPI and, if so

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deducted, will remain on deposit in PPP Trust account until such Penalties

become firm; and

o the amount of the relevant Fines (or the portion thereof that the PPP

Contractor failed to deposit into the PPP Trust) may be deducted from any

pending Investment Payment to be made under a Variable TPI and, if so

deducted, will remain on deposit in PPP Trust account until such Fines

becomes firm; and

once the relevant Penalties or Fines become final, the amount thereof will either be

transferred to an account of the Contracting Authority or, should such Penalties or

Fines be revoked, returned to the beneficiary of the relevant Variable TPI.

9. RISK ALLOCATION AND ECONOMIC-FINANCIAL EQUILIBRIUM

(a) Project risks will be clearly allocated between the parties pursuant to a predefined risk

matrix. For instance:

the Contracting Authority will bear the risk of land acquisition in respect of all land

parcels identified in the executive design, including in respect of the declaration of

public interest, the management of the relevant expropriation procedure and the

payment of the corresponding compensation. The Contracting Authority will also

bear the risk of removal of any intruders and occupants up to the taking over date.

After the taking over date, the PPP Contractor will bear the risk of conservation of

the Project;

the PPP Contractor will bear the risk associated with the environmental and social

management of the Project (including the procurement of any relevant licenses and

authorizations from the competent governmental authorities that might be required

pursuant to the final environmental impact assessment). The following risk mitigants

are still being evaluated: (i) the Contracting Authority entering into coordination

agreements with the competent governmental authorities to standardize and

accelerate the procedure for obtaining such licences and permits and (ii) making the

failure by any governmental authority to issue such licence or permit within a certain

period a delay relief event under the PPP Contract that would entitle the PPP

Contractor to suspend the performance of its affected obligations thereunder; and

the PPP Contractor will bear the risk of relocation of networks affected by the

development of the Project up to a cap to be set forth in the relevant bidding

documents. The PPP Contractor will run a competitive private bidding process to

select and appoint subcontractors to undertake the relocation works. Should the cost

of such works exceed the cap set forth in the bidding documents, the Contracting

Authority will compensate the PPP Contractor for such excess, and payment of such

compensation will be made against progress of work. Failure by the Contracting

Authority to make such payment will constitute a delay relief event under the PPP

Contract that would entitle the PPP Contractor to suspend the performance of its

affected obligations thereunder.

(b) The original economic-financial equilibrium of the PPP Contract will be adjusted only in

the event of materialization of risks that affect the original economic-financial equilibrium,

are unforeseeable and are non-attributable to the affected party (and, then, to the extent such

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risks have no specific treatment in the PPP Contract or are not otherwise allocated pursuant

to the risk matrix). The original economic-financial equilibrium will be adjusted by

granting, increasing, removing or reducing, as the case may be, certain economic advantages

to the PPP Contractor. The adjustment of the economic-financial equilibrium will in no

event affect the pending Investment Payments or Availability Payments (except

forAvailability Payments being subject to adjustment in certain specific instances, as further

discussed below).

(c) Certain specific risks to be identified in the PPP Contract will be subject to the following

specific treatment:

Time extension

Certain events to be defined will entitle the PPP Contractor to request an extension

of the time for completion of the Main Works or the provision of Main Services. For

example:

o a Force Majeure Event;

o a breach by the Contracting Authority of its obligation to deliver the land

required for the Project when required or any other events attributable to

the Contracting Authority; and

o a breach by the Contracting Authority of any of its obligations under the

PPP Contract that would entitle the PPP Contractor to suspend its affected

obligations.

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Adjustment of Availability Compensation

Certain events to be defined will entitle the PPP Contractor to request an adjustment

of the Availability Compensation (which, for those Projects that did not initially

provide an Availability Compensation, would result in the PPP Contractor acquiring

the right to receive Availability Payments as compensation for the occurrence of such

event). For instance:

o failure by the Contracting Authority to increase the traffic tariffs or excess

load charges on the date and/or in the amount required under the PPP

Contract (which will potentially contemplate semi-annual increases of

those variables pursuant to a grid to be included in the bidding documents);

o construction of competing roads resulting in a reduction of traffic or excess

load revenues;

o change in law affecting the PPP legal framework that result in higher costs

or lower revenues for the PPP Contractor, in each case, in excess of a

percentage to be determined; and

o the operation and maintenance of mandatory, voluntary or discretionary

additional works.

Currency Risk

o As part of its proposal, each bidder may elect to enter into a currency collar

with the PPP Trust, which will remain in effect during the construction

period. The currency collar will establish a 10% band between the Dollar

and the Unidad de Valor Adquisitivo ("UVA") (which is published by the

Central Bank of Argentina and periodically adjusted by an index prepared

by the INDEC) at the time of award.

o Should the collar option be selected by the bidder, and should a variation

of more than 10% in the Dollar-UVA band occur, the following payments

will be made:

if the variation results from an UVA appreciation and 90% of the

UVA value per reference Dollar ("UVAref") is lower than the UVA

value per Dollar on any date an Investment Payment ("UVAn") is

due and payable, then the PPP Trust will pay the PPP Contractor

an amount equal to:

[UVAref x 90% - UVAn] x applicable Investment Payment

if the variation results from an UVA depreciation and UVAn is

higher than 110% of UVAref, then the PPP Contractor will pay the

PPP Trust an amount equal to:

[UVAn - UVAref x 110%] x applicable Investment Payment

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o Such payments will be separate from any Investment Payments. The

Investment Payments will remain at all times unaffected by exchange rate

variations.

10. PPP TRUST

(a) Description

The parties to the PPP trust agreement ("PPP Trust Agreement") will be the Republic

of Argentina, as settlor, a financial entity to be selected, as trustee, and each PPP

Contractor, as beneficiary.

The PPP Trust will operate as a single trust for the whole Safe Highways and Roads

Network – Stage 1 program. The PPP Trust will be a public trust specifically

established to administrate the cash flows allocated to make all payments relating to

the Projects comprised in such program.

The PPP Trust will have one or more collection accounts shared by all Projects. Each

Project will also have an individual accounts waterfall, which will be segregated

from the accounts relating to other Projects.

The PPP Trust will provide for equal payment dates for all Projects and for pro rata

application of cash flows among all Projects so as to prevent the discriminatory

treatment of any Project.

The term of the PPP Trust will be at least equal to the term of the PPP Contract.

(b) Sources of Funding

The primary sources of funding of the PPP Trust (the "Primary Sources") will be:

o amounts corresponding to taxes on diesel fuel that are allocated to the

Sistema Vial Integrado ("SISVIAL"); and

o the Traffic Contributions.

The PPP Trust may also be receive funding from any other source allocated for such

purpose by the competent governmental authorities from time to time.

(c) Project Reserve Accounts

As part of the PPP Trust, each Project will have its own reserve account (the "Reserve

Account"), which will be exclusively utilized for the making of Investment Payments

in the event no other funds are available within the PPP Trust for the payment

thereof. The Reserve Account may not be used for the making of Availability

Payments.

On or before March 31 of each year, the Reserve Account of each Project will be

funded in an amount, in Dollars, equal to the amount of the Investment Payments

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scheduled to become due and payable in respect of such Project within the next 12

months (the "Reserve Account Required Balance").

The Reserve Account of each Project will be funded as follows:

o initially, on the month immediately prior to the payment date of the first

Investment Payment for such Project; and

o subsequently, on an annual basis and to the extent any deficiency exists,

from the PPP Trust collection account (which will in turn be funded on an

annual basis through the Contingent Contribution (as defined below) to

the extent funds are needed to make such transfers).

(d) Contingent Contribution

Pursuant to the PPP Trust Agreement, the Republic of Argentina will, on an annual

basis, undertake to make one or more contingent cash contributions to the PPP Trust

(collectively, the "Contingent Contribution") in the amount necessary (i) for the

Reserve Account of each Project to be funded at least to its Reserve Account

Required Balance for the relevant calendar year and (ii) for the PPP Trust to have,

based on revenue projections of Primary Sources for such calendar year, the amount

necessary to make all payments relating to each Project scheduled to become due

and payable during such calendar year.

The Contingent Contribution for each calendar year will be included in the national

budget bill for the immediately preceding year. Upon approval of such bill (typically

in December each year), the amount of the Contingent Contribution will be paid to

the PPP Trust within a reasonable period of time but in no event later than March 31

of the calendar year for which it has been calculated.

The PPP Trust Agreement will also provide that, if the amounts on deposit in the

PPP Trust (including the Contingent Contribution) are not sufficient to make the

payments due to in respect of any Project in any calendar year, all necessary action

will be taken in accordance with applicable law to cover any such deficiency.

(e) Accession to the PPP Trust

Each PPP Contractor will accede to the PPP Trust pursuant to an accession

agreement ("PPP Trust Accession Agreement"). Upon execution and delivery of the

PPP Trust Accession Agreement, such PPP Contractor will be deemed to be a

beneficiary of the PPP Trust. The rights of the PPP Contractor under the PPP Trust

Accession Agreement, in its capacity as a beneficiary of the PPP Trust, are freely

assignable to the providers of the financing.

Each PPP Contractor (and each of its assignees) will have, in its capacity as

beneficiary of the PPP Trust, (i) direct recourse against the PPP Trust to demand

compliance with its obligation to make Investment Payments and Availability

Payments relating to the relevant Project and (ii) direct recourse against the Republic

of Argentina to demand compliance with its obligation to make the Contingent

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Contribution to the PPP Trust in the amount and on the date applicable to the relevant

Project.

Each beneficiary of a TPI or a TPD issued by the PPP Trust (whether the PPP

Contractor itself or any other person appointed by the PPP Contractor in such

capacity) will have recourse against the PPP Trust to demand compliance with its

obligation to make the Investment Payments or the Availability Payments, as

applicable, arising from such TPI or TPD.

(f) Limitation in the Incorporation of New Projects to the PPP Trust

The establishment of certain mechanics to limit the number of projects to be incorporated

into the PPP Trust based on projected revenues and payment obligations of the PPP Trust is

under evaluation.

11. TERMINATION PAYMENT

(a) Unamortized Investment Payment

The Unamortized Investment Payment will be equal to (i) the sum of (A) the

investment amount, expressed in Dollars, that has been recognized through ARAIs

but in respect of which no TPI has been issued and (B) the investment amount,

expressed in Pesos, corresponding to works that have been executed but not yet

recognized through a ARAI as of the termination date minus (ii) certain deductions,

such as the amount of any pending Penalties and Fines and the amount necessary for

any repair works that would be necessary to bring the Project to the level of

maintenance it would have been in had the early termination of the PPP Contract not

occurred.

No deductions from the Unamortized Investment Payment will be made to the extent

that the resulting amount thereof would be lower than the outstanding amount of the

debt (i.e. principal and interest, costs and expenses, fees and swap breakage costs

relating thereto) effectively used to finance the investments made by the PPP

Contractor and that is not scheduled to be repaid through TPIs or TPDs.

(b) Termination Payment

Trigger Events

o The early termination of the PPP Contract for reasons attributable to any

of the parties will result in the obligation of the Contracting Authority to

make a Termination Payment. Termination for reasons of public interest

(as to opportunity, merit and convenience) will be treated as a reason

attributable to the Contracting Authority.

o No Termination Payment will apply in case of early termination for other

reasons, without prejudice to the Unamortized Investment Payment that

would be payable in such cases .

Payment

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o Should the Main Works Performance Bond and the Main Services

Performance Bond be submitted as on-demand bonds, any Termination

Payment that is payable by the PPP Contractor to the Contracting

Authority may be deducted from the Main Works Performance Bond

and/or the Main Services Performance Bond (depending on which of the

two bonds remains in effect as of the termination date).

o Should the Main Works Performance Bond be submitted as a surety bond

and the Main Services Performance Bond be submitted as an on-demand,

or viceversa, any Termination Payment that is payable by the PPP

Contractor to the Contracting Authority will be deducted (i) first, from the

performance bond that was submitted as an on-demand bond (should such

performance bond be in effect as of the termination date) and (ii) then, if

a deficiency exists following the call on such performance bond (or if such

performance bond could not be called upon) from any pending Investment

Payments to be made under any Variable TPIs.

(c) Invariability of Fixed TPIs and TPDs; Variability of Variable TPIs

The early termination of the PPP Contract for any reason will in no event affect the

Investment Payments to be made under any Fixed TPIs issued prior to the

termination date.

Any Termination Payment that is payable by the PPP Contractor to the Contracting

Authority due to the early termination of the PPP Contract for reasons attributable to

the PPP Contractor may be deducted from Variable TPIs as described in item 6(c)

(Main Works Compensation) above. In such event, the resulting Termination

Payment may be deducted (i) from any pending Investment Payments to be made

under any Variable TPIs or (ii) if no such Investment Payments are pending, from

the Main Services Performance Bond that has been submitted as a surety bond.

The early termination of the PPP Contract for any reason will in no event affect the

Availability Payments to be made under any TPDs issued prior to the termination

date.

12. CREDITORS' PROTECTION

The PPP Contract will provide for customary protections for secured creditors under project finance

structures, such as step-in rights, additional remedy periods and creditors' consent for the validity

of certain actions by the PPP Contractor under the PPP Contract.

13. Dispute Resolution

(a) Technical Board

The PPP Contract will provide for an initial stage for dispute resolution in relation

for matters of a technical or financial nature, or related to the interpretation of the

PPP Contract, by a dispute board ("Technical Board").

The Technical Board will follow its own rules of procedure, which will comply with

the PPP regime and be aligned with best international practices.

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(b) Arbitration

The PPP Contract will provide for arbitration to settle (i) any dispute arising in

relation to the termination of the PPP Contract for convenience due to reasons of

public interest, (ii) any dispute that is not of a technical or financial nature or related

to the interpretation of the PPP Contract and (iii) any challenge to a recommendation

issued by the Technical Board.

The members of the arbitration tribunal will be selected, and the arbitration will be

conducted, in accordance with recognized international arbitration rules.

The venue of the arbitration may be located in the Republic of Argentina or in any

other jurisdiction, as specified in the relevant arbitration provisions of the PPP

Contract.

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