Solicitation Statement

TELECOM ARGENTINA S.A.

Solicitation of Authorizations relating to a Proposed Amendment to the Indenture Governing the Series A Notes due 2014 and Series B Notes due 2011 (collectively, the Notes )

THE SOLICITATION OF AUTHORIZATIONS WILL EXPIRE AT 12:00 P.M., NOON, NEW YORK CITY TIME, ON MARCH 17, 2006, UNLESS EXTENDED (SUCH DATE, AS IT MAY BE EXTENDED, THE

EXPIRATION TIME ).

Telecom Argentina S.A. ( Telecom Argentina

or the Company ), a sociedad anónima organized under the laws of Argentina, is hereby soliciting authorizations (the Solicitation of Authorizations ), upon the terms and subject to the conditions set forth in this solicitation statement (the Solicitation Statement ) and in the letters of authorization (the Letters of Authorization ) or electronic instructions, as the case may be, (the Electronic Proxies and together with the Letters of Authorization, the Authorizations ), from holders of the Notes authorizing representatives to vote in favor of a proposed amendment (the Amendment ) to the indenture (the Indenture ), dated as of August 31, 2005, between Telecom Argentina and The Bank of New York (the Trustee ) and to the Notes issued thereunder.

Pursuant to Section 7.02 of the Indenture, Telecom Argentina has called a meeting of Holders (as defined below) to be held on March 27, 2006, at 10:00 A.M., Buenos Aires time, at Av. Alicia Moreau de Justo 50, Ground Floor, Buenos Aires, Argentina (together with any reconvened meeting called as a result of a lack of quorum, the Meeting ).

The purpose of the Amendment is to:

modify Sections 3.17(a) and 3.17(c) of the Indenture to remove the restrictions on the ability of Telecom Personal S.A. ( Telecom Personal ), a sociedad anónima organized under the laws of Argentina and a 99.992% owned subsidiary of Telecom Argentina, to make capital expenditures; and

remove Section 3.21 of the Indenture, which requires Telecom Argentina to reinvest distribution payments made by Telecom Personal into Telecom Personal.

In order to be adopted, the proposed Amendment requires the approval of not less than a majority of the U.S. dollar equivalent aggregate outstanding principal amount of all series of Notes (voting as a single class) present or represented at the Meeting (the Requisite Votes ). If the Requisite Votes are obtained at the Meeting, Telecom Argentina and the Trustee will execute a supplemental indenture (the Supplemental Indenture ) to modify the Indenture and the Notes accordingly.

Only persons shown on the record of the registrar (or in the records of the relevant Clearinghouse (as defined below), as applicable) for the Notes as registered holders as of 5:00 p.m., New York City time on February 24, 2006 (each such holder, a Holder , and such time and date, the Record Date ) as of the Record Date are allowed to vote at the Meeting.

Persons who hold Notes through an intermediary ( Beneficial Owners ) are urged to contact the bank, broker, custodian or other nominee, which holds the Notes for them if they wish to instruct such party to grant or cause the grant of an Authorization, with respect to such Beneficial Owner s Notes, to vote in favor of the proposed Amendment.

The Proxy Agent and Tabulation Agent for the Solicitation of Authorizations is:

THE BANK OF NEW YORK February 24, 2006

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IMPORTANT

Holders who wish to appoint (i) the Proxy Agent to attend the Meeting and vote in favor of the Amendment on their behalf or (ii) a different person than the Proxy Agent as proxy must follow the instructions set forth herein. Such votes will be binding on all subsequent transferees of the Notes with respect to which such votes were given.

The procedures that must be followed in order to participate in the Solicitation depend on the form in which the Notes are held. Listed Notes ( Listed Notes ) are traded through DTC or Euroclear/Clearstream (each, a Clearinghouse ) in the name of participants of each Clearinghouse (each, a Clearinghouse Participant or DTC Participant

or Euroclear/Clearstream Participant as the case may be) and the procedures depend on in which Clearinghouse such Listed Notes are held. Unlisted Notes ( Unlisted Notes ) do not trade through a Clearinghouse.

In order to participate in this Solicitation of Authorizations, any Beneficial Owner of the Listed Notes who is not a Holder of such Listed Notes must arrange for the Holder or the Holder s assignee or nominee to execute an Authorization or a Notice of Attendance or Electronic Notice of Attendance (each as defined below the Notices of Attendance ), as applicable, on behalf of such Beneficial Owner.

The Company reserves the right to establish from time to time a new date as the Record Date with respect to this Solicitation of Authorizations and, thereupon, any such new date will be deemed to be the Record Date for purposes of this Solicitation of Authorizations.

All Letters of Authorization and Notices of Attendance must be submitted and delivered with the signature attested by a notary public. The Letters of Authorization and Notices of Attendance, once properly completed and executed by the Holder and certified by a notary public of the jurisdiction of the Holder, should be sent by (i) hand delivery or (ii) overnight courier, to the Tabulation Agent at the address set forth on the back cover page of this Solicitation Statement. No Letters of Authorization or Notices of Attendance should be sent to Telecom Argentina.

Any questions or requests for assistance or for additional copies of this Solicitation Statement, the Letter of Authorization, or Notices of Attendance or related documents may be directed to Telecom Argentina or the Tabulation Agent at their respective telephone numbers set forth on the last page hereof. HOLDERS SHOULD NOT TENDER OR DELIVER NOTES TO THE COMPANY, THE TRUSTEE, OR THE TABULATION AGENT AT ANY TIME.

No person has been authorized to give any information or make any representations in connection with the Solicitation of Authorizations other than those contained or incorporated by reference herein or in the accompanying Letter of Authorization and, if given or made, such information or representations should not be relied upon as having been authorized. The Solicitation of Authorizations is not being made to, and Authorizations are not being solicited from, Holders of Notes in any jurisdiction in which it is unlawful to make such solicitation or grant such Authorizations. Neither the delivery of this Solicitation of Authorizations at any time nor the execution and delivery of the Supplemental Indenture giving effect to the Amendment shall under any circumstances create any implication that the information set forth herein is correct as of any time subsequent to the date hereof or that there has been no change in information set forth herein or in the affairs of the Company since the date hereof.

AVAILABLE INFORMATION

Telecom Argentina is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act ), and in accordance therewith, files reports and other information with the Securities and Exchange Commission (the Commission ). The reports and other information filed by Telecom Argentina may be inspected, without charge, and copied at the Public Reference Section of the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Such material may also be accessed electronically by means of the Commission s home page on the Internet at http://www.sec.gov.

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INCORPORATION BY REFERENCE

Telecom Argentina incorporates by reference into this Solicitation of Authorizations the documents listed below and any future filings made with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Solicitation of Authorizations but prior to the Expiration Time that specifically indicate that such filing is incorporated by reference herein.

Telecom Argentina s Annual Report on Form 20-F for the fiscal year ended December 31, 2004; and

Telecom Argentina s Report on Form 6-K submitted on September 2, 2005, November 29, 2005, January 27, 2006 and February 10, 2006.

Any statement contained in this Solicitation of Authorizations or in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Solicitation of Authorizations to the extent that any statement contained herein or in any subsequently filed document or report that is incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Solicitation of Authorizations. Subject to the foregoing, all information appearing in this Solicitation of Authorizations is qualified in its entirety by the information appearing in the documents incorporated by reference.

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SUMMARY

The following summary is provided for your convenience. It highlights the most important information in the document, but does not describe all of the details of the solicitation. Holders are urged to read the more detailed information set forth in this Solicitation Statement.

Telecom Argentina

Telecom Argentina provides telecommunications services in Argentina, in particular fixed-line local, national and international long-distance services as well as data transmission and Internet access. Through its subsidiaries, Telecom Argentina provides cellular telecommunications services in Argentina and Paraguay and publishes telephone directories in Argentina.

Telecom Personal

Telecom Personal was founded in 1994 and provides cellular telecommunication services throughout Argentina and, through a subsidiary, in Paraguay. Telecom Personal has an overall Argentine national market share of 27.4% in terms of customers and approximately 5.3 million customers in Argentina as of September 30, 2005. Telecom Personal s customer base increased by 18.8% in 2003, 47.3% in 2004 and 38.4% in the first nine months of 2005. Telecom Personal also offers value-added cellular services, including TV Mobile , ring back tones, short messaging services, multimedia services, wireless internet access, national and international roaming and automatic call routing.

Purpose of the Solicitation

The purpose of the Solicitation of Authorizations is to amend the covenants set forth in Sections 3.17(a), 3.17(c) and 3.21of the Indenture to allow Telecom Personal to make investments in its network and remove the requirement that Telecom Argentina reinvest in Telecom Personal distributions paid to it by Telecom Personal. Section 3.17(a) currently limits Telecom Personal s ability to make capital expenditures. The revision to Section 3.17(c) will make it clear that the Indenture, as amended, will place no limitations on Telecom Personal s ability to make capital expenditures. Section 3.21 currently requires Telecom Argentina to reinvest distribution payments made by Telecom Personal in Telecom Personal. The Amendment will remove Section 3.21 in its entirety.

As further discussed below, Telecom Argentina believes that the continued implementation of GSM technology is necessary for Telecom Personal to remain competitive in Argentina and may present significant customer growth opportunities. Accordingly, Telecom Argentina is seeking Authorizations in support of the proposed Amendment in order to, among other things, provide Telecom Personal with the flexibility to make the capital expenditures it deems necessary for the development of its GSM network infrastructure and expansion of its business in Argentina. In addition, elimination of Section 3.21 will remove the obligation of Telecom Argentina to reinvest in Telecom Personal any distributions received from such subsidiary.

Background of the Solicitation

On August 31, 2005, Telecom Argentina completed its debt restructuring process pursuant to an out-of-court restructuring agreement, or an acuerdo preventivo extrajudicial (the APE ). In connection with the APE, Telecom Argentina issued the Notes pursuant to the Indenture. Similarly, on November 30, 2004, Telecom Personal completed a restructuring of its outstanding financial debt obligations pursuant to an out-of-court restructuring agreement approved by 100% of the affected creditors. In connection with this agreement, Telecom Personal issued US$46 million of Series A loans and US$367 million of Series B loans (collectively, the Loans ).

The Loans contained provisions which limited Telecom Personal s ability to make capital expenditures and restricted Telecom Argentina s ability to retain amounts paid to it by Telecom Personal as distributions. On December 22, 2005, Telecom Personal completed a US$240,000,000 bond offering in the international capital markets (including in Argentina), as well as P$130,000,000 bond offering which was conducted exclusively in Argentina. Telecom Personal also concurrently entered into two term loan facilities for a total amount of the equivalent of US$99,000,000. The proceeds of these bond offerings and term loan facilities were used, together with cash generated by Telecom Personal, to refinance in their entirety all amounts of principal and interest

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outstanding under the Loans. The covenants included in the new Telecom Personal debt include customary restrictions including a limitation on the amount of additional indebtedness that Telecom Personal may incur, but does not include restrictions on Telecom Personal s ability to make capital expenditures or distributions.

The cellular telecommunications market in Argentina is currently characterized by rapid growth and intense competition. Beginning in the second half of 2003, cellular service providers in Argentina commenced the transition from TDMA technology to GSM technology. This transition has fueled customer demand as GSM technology supports more value-added services such as data transmission and global roaming services. The introduction of GSM technology, however, requires significant capital expenditures to build out a new network infrastructure. This technology migration has resulted in increased investments and network deployment for all cellular companies in Argentina, including Telecom Personal. To remain competitive in this environment, Telecom Personal must make significant capital expenditures to implement GSM technology, to increase network capacity and to develop new service offerings.

If Telecom Personal is unable to invest in and implement new technology in a timely fashion, the company s service offerings could suffer as a result of network congestion and delayed introduction of higher quality services. This could impair Telecom Personal s ability to attract new customers and maintain existing customers. Additionally, Telecom Personal could incur increased operating expenses due to reliance on outdated technology and/or leased network capacity. These events could adversely affect Telecom Personal s revenues, profitability and cash flow generation. Finally, if Telecom Personal s competitors introduce GSM technology at a faster rate or invest larger amounts in their business than Telecom Personal, the competitive position of Telecom Personal could be adversely impacted.

If the restrictions on Telecom Personal s ability to make capital expenditures are eliminated, Telecom Personal currently expects to make up to US$179 million in capital expenditures in 2006. This amount would be used to expand the network, to increase network capacity, to reduce congestion on the network, to develop new services and to reduce operating costs by increasing the number of switches in the network. Telecom Argentina believes that this level of capital expenditures is in line with the amount that other cellular network operators in Argentina are investing in their networks.

The Solicitation

Meeting ......................................................... The Meeting will be held on March 27, 2006, at 10:00 a.m., Buenos Aires time, at Av. Alicia Moreau de Justo 50, Ground Floor, Buenos Aires, Argentina (the Meeting in First Call ). If a quorum is not present at that time and date, a subsequent meeting will be held on a date that is not less than ten and not more than thirty calendar days after the Meeting in First Call (the Meeting in Second Call , and together with the Meeting in First Call, the Meeting ). Holders may vote (i) by granting an Authorization pursuant to this Solicitation of Authorization or (ii) in person by appointing a proxy under the terms of the Indenture and as provided in this Solicitation Statement.

Record Date .................................................. 5:00 p.m., New York City time, on February 24, 2006.

Expiration Time ............................................ 12.00 p.m., noon, New York City time, on March 17, 2006, unless otherwise extended. In order to extend the Expiration Time, Telecom Argentina will notify the Trustee and the Tabulation Agent of any extension by oral or written notice and will make a public announcement thereof, in accordance with the regulations of the Comisión Nacional de Valores of Argentina (the CNV ) and the Buenos Aires Stock Exchange and the terms of the Indenture. If the Meeting in First Call is adjourned, another Expiration Time may be established and communicated to the Trustee and the Tabulation Agent by oral or written notice and Telecom Argentina will make a public

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announcement thereof, in accordance with the regulations of the CNV and the Buenos Aires Stock Exchange and the terms of the Indenture.

Closing of Attendance................................... Telecom Argentina will close the registry to the Meeting at least 3 business days before the Meeting takes place.

Quorum and Requisite Vote.......................... In order to hold a valid Meeting, a quorum must be present in person, through Authorizations or by other proxy. A quorum means at least 60% in aggregate outstanding

principal amount of the Notes to hold a Meeting in First Call and at least 30% in aggregate outstanding principal amount of the Notes to hold a Meeting in Second Call (if the Meeting in First Call is reconvened due to a lack of quorum. Approval of the Amendment requires the affirmative vote of not less than a simple majority of the U.S. dollar equivalent of the aggregate outstanding principal amount of all series of Notes (voting as a single class) present or represented at the Meeting (the Requisite Votes ). See Exchange Rate .

Consent Fees ................................................. A consent fee equal to 0.50% of the outstanding principal amount of Notes will be paid through the Tabulation Agent only to the Holders as of the Record Date of Notes who vote in favor of the Amendment (for further distribution to Beneficial Owners if applicable), but only if the Requisite Votes are obtained. Telecom Argentina reserves the right to reject any or all Authorizations or Notices of Attendance that are not in proper form or the acceptance of which could, in the opinion of Telecom Argentina or its counsel, be unlawful.

Processing Fee .............................................. A processing fee will be paid by Telecom Argentina to certain Holders that process the voting instructions of Beneficial Owners that vote in favor of the Amendment by appointing the Proxy Agent as proxy where the aggregate outstanding principal amount of the Notes of each Beneficial Owner is less than or equal to the equivalent of US$500,000 in the relevant currency. The processing fee will be paid through the Tabulation Agent and will be equal to 0.25% of the aggregate outstanding principal amount of the Notes in respect of which such instructions have been given. See Exchange Rate .

Exchange Rate .............................................. In connection with procedures related to the Solicitation of Authorizations, the exchange rates that shall be used for purposes of determining the U.S.dollar equivalent of amounts denominated in other currencies are the following exchange rates published on February 24, 2006:

For amounts denominated in euros, at the U.S.dollar/euro exchange rate quoted by Bloomberg L.P.(Bloomberg Screen (EUR currency) BID SIDE PCS Composite (NY)) at 4:59 p.m., New York City time;

For amounts denominated in Japanese yen, at the Japanese yen/U.S.dollar exchange rate quoted by Bloomberg L.P.(Bloomberg Screen (JPY currency ASK SIDE PCS Composite (NY)) at 4:59 p.m., New York City time; and

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For amounts denominated in Argentine pesos, at the U.S.dollar/peso exchange rate quoted by Bloomberg L.P.(Bloomberg Screen (ARS currency) ASK SIDE PCS Composite (NY)) at 4:59 p.m., New York City time

Consequences to Holders Not Voting in Favor of the Amendment .............. If the Requisite Votes are obtained for the Amendment, all

Holders of the Notes will be bound by the Amendment, including Holders that either did not vote at the Meeting or voted against the Amendment.

Eligibility to Vote ......................................... Only Holders as of the Record Date may either (i) grant the Authorizations being solicited by Telecom Argentina or (ii) vote in person at the Meeting by appointing a different person than the Proxy Agent.

General Procedural Guidelines ..................... The procedures that must be followed in order to participate in the Solicitation of Authorizations depends on the form in which the Notes are held. Unlisted Notes are not traded through a Clearinghouse. Listed Notes are traded through a Clearinghouse and the procedures depend on in which Clearinghouse (each, a Clearinghouse Participant

or DTC Participant

or Euroclear/Clearstream Participant

as the case may be) such Listed Notes are held.

Procedures for Unlisted Notes ..................... Holders of Unlisted Notes who wish to vote in favor of the Amendment by appointing the Proxy Agent as proxy must execute physical copies of Letters of Authorization in the form provided in Exhibit 1 (the Letter of Authorization for Holders of Unlisted Notes ) to this Solicitation Statement.

Alternatively, Holders of Unlisted Notes who wish to vote in person at the Meeting by appointing a different person than the Proxy Agent as proxy must execute physical copies of a Notice of Attendance to the Meeting in the form provided in Exhibit 2 (the Notice of Attendance for Holders of Unlisted Notes ) to this Solicitation Statement, and the person or the representative must submit a proxy with sufficient powers to enable the relevant representative to attend and vote at the Meeting on behalf of the Holder. The proxy must be duly certified by a notary public of the jurisdiction of issuance of the proxy duly legalized, or consularized, as applicable, and translated into the Spanish language by an Argentine sworn public translator.

Letters of Authorization and Notices of Attendance for Holders of Unlisted Notes to the Meeting must be delivered to the Tabulation Agent prior to the Expiration Time.

Procedures for Listed Notes: DTC Participants.......................................... DTC Participants that wish to vote in favor of the Amendment

by appointing the Proxy Agent as proxy must execute physical copies of Letters of Authorization in the form provided in Exhibit 3 (the Letter of Authorization for DTC Participants ) to this Solicitation Statement.

DTC Participants who wish to vote in person at the Meeting

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by appointing a different person than the Proxy Agent as proxy must execute physical copies of a Notice of Attendance to the Meeting in the form provided in Exhibit 4 (the Notice of Attendance for DTC Participants ) to this Solicitation Statement, and the DTC Participant or the representative must submit a proxy with sufficient powers to enable the relevant representative to attend and vote at the Meeting on behalf of the DTC Participant. The proxy must be duly certified by a notary public of the jurisdiction of issuance of the proxy, duly legalized or consularized, as applicable, and translated into the Spanish language by an Argentine sworn public translator.

Letters of Authorization and Notices of Attendance to the Meeting for DTC Participants must be delivered to the Tabulation Agent prior to the Expiration Time.

Procedures for Listed Notes: Euroclear/Clearstream Participants............ Euroclear and Clearstream Participants will provide

Authorizations exclusively through electronic instructions. Euroclear and Clearstream Participants who wish to vote in favor of the Amendment by appointing the Proxy Agent as proxy must send an electronic instruction to vote in favor of the Amendment by proxy (the Electronic Proxy ).

Euroclear and Clearstream Participants who wish to vote in person at the Meeting by appointing a different person than the Proxy Agent as proxy must send to the relevant Clearinghouse an electronic instruction communicating such decision (the Electronic Notice of Attendance to the Meeting ), and the Participant or the representative must submit a proxy with sufficient powers to enable the relevant representative to attend and vote at the Meeting on behalf of the Holder. The proxy must be duly certified by a notary public of the jurisdiction of issuance of the proxy, duly legalized or consularized, as applicable, and translated into the Spanish language by an Argentine sworn public translator. Such proxy must then be delivered to Telecom Argentina prior to the Meeting.

In each case, Euroclear and Clearstream Participants will be asked to provide their name and identification and certain information relating to their Notes.

Electronic Proxies and/or Electronic Notices of Attendance to the Meeting must be sent to the relevant Euroclear or Clearstream Clearinghouse prior to the Expiration Time.

Revocation of Letters of Authorization and Electronic Proxies ......................................... Subject to the right of any Holder under the Indenture,

Authorizations may be revoked at any time prior to the Expiration Time. Such revocation must comply with the revocation procedures described herein. All Authorizations not properly revoked prior to the Expiration Time will be effective at the Meeting or, if such Meeting is adjourned, at any reconvened meeting related to the Solicitation of Authorizations. The revocations of Letters of Authorization must be duly certified by a notary public of the jurisdiction of issuance of the Authorization it relates to and sent by (i) hand

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delivery or (ii) overnight courier, to the Tabulation Agent at the address set forth on the back cover page of this Solicitation Statement. The revocations of Electronic Proxies must be communicated to the relevant Clearing House electronically. See Revocations of Authorizations .

Tabulation Agent .......................................... The Bank of New York

Proxy Agent .................................................. The Bank of New York

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THE MEETING AND SOLICITATION OF AUTHORIZATIONS

General

Telecom Argentina has called the Meeting to vote upon and approve the proposed Amendment, which would amend the covenants set forth in Sections 3.17(a), 3.17(c) and 3.21 of the Indenture and eliminate certain definitions related to those covenants. Telecom Argentina is soliciting Authorizations in connection with the Meeting.

The Authorizations are being solicited by Telecom Argentina to grant The Bank of New York power to vote in favor of the Amendment at the Meeting. Authorizations may be solicited by officers and other employees of Telecom Argentina, without any additional remuneration, in person, or by telephone or fax. The Bank of New York will also act as Tabulation Agent and will receive all properly completed, executed and authenticated Letters of Authorization and Notices of Attendance.

Record Date

Only persons shown on the record of the registrar for the Notes as registered holders as of 5:00 p.m., New York City time on February 24, 2006 are allowed to vote at the Meeting.

Consent Fees

A consent fee equal to 0.50% of the outstanding principal amount of Notes will be paid through the Tabulation Agent only to the Holders on the Record Date of Notes voting in favor (for further distribution to Beneficial Owners, if applicable), but only if the Amendment is approved. Approval of the Amendment requires the affirmative vote of not less than a simple majority of the U.S. dollar equivalent of the aggregate outstanding principal amount of all series of Notes (voting as a single class) present or represented at the Meeting.

The Consent Fee applicable to Euroclear and Clearstream Participants will be paid through the Tabulation Agent to such Participant s respective Clearinghouse account.

Payments of consent fee will be subject to Argentine income tax withholding at a rate of 31.5%. Under certain Conventions for avoidance of double taxation, such income tax withholding may be reduced or eliminated.

All consent fee payments by Telecom Argentina will be made without withholding or deduction for or on account of any present or future Argentine taxes imposed or levied (including any interest or penalties related thereto) by or on behalf of Argentina or any other jurisdiction through which payments are made or any political subdivision or authority thereof or therein having power to tax. Telecom Argentina will pay additional amounts ( Additional Amounts ) as may be necessary to ensure that the net amounts paid by Telecom Argentina after such withholding or deduction shall equal the respective amounts that would have been payable by Telecom Argentina in respect of the consent fee in the absence of such withholding or deduction.

Telecom Argentina will also:

make such withholding or deduction compelled by applicable law, and

timely remit the full amount deducted or withheld to the relevant authority in accordance with applicable law.

If Telecom Argentina is required pursuant to applicable law, statute, treaty or regulation of Argentina, or any written administrative instruction of the AFIP, Telecom Argentina will request the Holders to provide information, documents, or any other evidence as required by the referenced rules and regulations.

Processing Fee

A processing fee will be paid by Telecom Argentina to certain Holders that process the voting instructions of Beneficial Owners that vote in favor of the Amendment by appointing the Proxy Agent as proxy where the

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aggregate outstanding principal amount of the Notes of each Beneficial Owner is less than or equal to the equivalent of US$500,000 in the relevant currency. The processing fee in respect of instructions properly delivered to and accepted by the Company will be paid to the Holder (each of whom we refer to as a processor ), if any, designated in the instructions will be equal to:

0.25% of the aggregate outstanding principal amount of the Notes in respect of which such instructions has been given.

In order for any processor to receive the processing fee, the processing fee form contained in Exhibit 5 to this Solicitation Statement must be completed and sent to the Tabulation Agent at the address set forth on the back cover of this Solicitation Statement.

The Processing Fee applicable to Euroclear and Clearstream Participants will be paid through the Tabulation Agent to such Participant s respective Clearinghouse account.

Expiration Date; Extensions

The solicitation for the Meeting will expire at 12:00 p.m., noon, New York City time, on March 17, 2006 (the Expiration Time ) unless otherwise extended.

Telecom Argentina reserves the right to extend the Expiration Time for the Meeting at any time and from time to time, whether or not Authorizations sufficient to constitute the Requisite Votes for the Notes have been received, by giving oral or written notice of such extension to the Trustee, the Tabulation Agent and by making a public announcement thereof, in accordance with the regulations of the CNV and the Buenos Aires Stock Exchange. If the Meeting in First Call is adjourned, another Expiration Time may be established and communicated to the Trustee and the Tabulation Agent by oral or written notice and Telecom Argentina will make a public announcement thereof, in accordance with the regulations of the CNV and the Buenos Aires Stock Exchange.

Telecom Argentina reserves the right for any reason (i) to abandon, terminate or amend the Solicitation of Authorizations at any time prior to the Expiration Time by giving written notice of such abandonment, termination or amendment to the Tabulation Agent and (ii) not to extend the Solicitation of Authorizations beyond the Expiration Time whether or not Authorizations sufficient to obtain the Requisite Votes have been received, or the conditions to this Solicitation of Authorizations have been satisfied or waived, by such date. Any such action by Telecom Argentina will be followed as promptly as reasonably practicable by notice thereof by press release, advertisements in newspapers of broad circulation in Argentina, the City of London and Luxembourg or other public announcement (or by written notice to the holders of the Notes as of the Record Date, the Trustee, the Tabulation Agent and the respective Clearinghouse).

Procedures for Attendance at the Meeting of Noteholders

Holders of Unlisted Notes who wish to vote in person at the Meeting by appointing a person other than the Proxy Agent as proxy must execute physical copies of a Notice of Attendance to the Meeting in the form provided in Exhibit 2 to this Solicitation Statement, and send such Notice of Attendance to the Tabulation Agent in order to be able to register for the Meeting. The Notices of Attendance to the Meeting must be delivered to the Tabulation Agent prior to the Expiration Time in order to be able to register for the Meeting. The representative must submit, at the Meeting, a proxy with sufficient powers to enable the relevant representative to attend and vote at the Meeting on behalf of the Holder. The proxy must be duly certified by a notary public of the jurisdiction of issuance of the proxy, duly legalized or consularized, as applicable, and translated into the Spanish language by an Argentine sworn public translator.

DTC Participants who wish to vote in person at the Meeting by appointing a person other than the Proxy Agent as proxy must execute physical copies of a Notice of Attendance to the Meeting in the form provided in Exhibit 4 to this Solicitation Statement and the person or the representative must submit at the Meeting a proxy with sufficient powers to enable the relevant representative to attend and vote at the Meeting on behalf of the Holder. The proxy must be duly certified by a notary public of the jurisdiction of issuance of the proxy, duly legalized or consularized, as applicable, and translated into the Spanish language by an Argentine sworn public translator. The

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Notices of Attendance to the Meeting must be delivered to the Tabulation Agent prior to the Expiration Time in order to be able to register for the Meeting.

Euroclear and Clearstream Participants who wish to vote in person at the Meeting by appointing another person other than the Proxy Agent as proxy must send an Electronic Notice of Attendance to the Meeting, and the person or the representative must submit a proxy, at the Meeting, with sufficient powers to enable the relevant representative to attend and vote at the Meeting on behalf of the Holder. The proxy must be duly certified by a notary public of the jurisdiction of issuance of the proxy, duly legalized or consularized, as applicable, and translated into the Spanish language by an Argentine sworn public translator. Such proxy must then be delivered to Telecom Argentina prior to the Meeting. In each case, Euroclear and Clearstream Participants will be asked to provide their name and identification and certain information relating to their Notes. Electronic Notices of Attendance to the Meeting must be sent to the relevant Clearinghouse prior to the Expiration Time in order to be able to register for the Meeting.

Procedures for Granting an Authorization

Holders of Unlisted Notes. See Procedures for Granting an Authorization - Holders of Unlisted Notes .

Holders of Listed Notes: DTC Participants. See Procedures for Listed Notes- DTC Participants .

Holders of Listed Notes: Euroclear/Clearstream Participants. See Procedures for Listed Notes

Euroclear/Clearstream.

Holders of Listed Notes: Beneficial Owners. Exhibit 6 to this Solicitation Statement contains a Letter of Instruction (the Letter of Instruction ), which may be used by Beneficial Owners that hold Notes through Clearinghouse Participants. Such Beneficial Owners should contact the bank, broker, custodian or other nominee which holds the Notes for them if they wish to instruct such party to grant or cause the granting of an Authorization, with respect to such Beneficial Owner s Notes, to vote in favor of the proposed Amendment or if they wish such participant to participate in the Meeting in person on their behalf.

Acceptance of Authorizations

All questions as to the validity, form and eligibility (including time of receipt) regarding the authorization procedures will be determined by Telecom Argentina in its sole discretion, which determination will be conclusive and binding. Telecom Argentina reserves the right to reject any or all Authorizations that are not in proper form or the acceptance of which could, in the opinion of Telecom Argentina or its counsel, be unlawful. Telecom Argentina also reserves the right to waive any defects or irregularities in connection with deliveries of particular Authorizations. Unless waived, any defects or irregularities in connection with deliveries of Authorizations must be cured within such time as Telecom Argentina determines. None of Telecom Argentina, the Tabulation Agent or any other person shall be under any duty to give any notification of any such defects or irregularities or waiver, nor shall any of them incur any liability for failure to give such notification. Deliveries of Authorizations will not be deemed to have been made until any irregularities of defects therein have been cured or waived. Telecom Argentina s interpretation of the terms and conditions of this Solicitation of Authorizations shall be conclusive and binding.

Revocation of Authorizations

Any Holder may revoke any Authorization granted as to its Notes or any portion of such Notes in accordance with the conditions and procedures for revocation of Authorizations provided below. Subject to the right of any Holder under the Indenture, Authorizations may be revoked at any time prior to the Expiration Time.

A Holder desiring to revoke an Authorization must deliver to the Tabulation Agent a written revocation of such Authorization containing the name of such Holder, a copy of the Authorization to which such revocation relates, the series of Notes to which such revocation relates, or the CUSIP numbers (if held through DTC) or ISIN numbers (if held through DTC, Euroclear or Clearstream) of the Notes to which such revocation relates, and the outstanding principal amount of the Notes to which such revocation relates. Revocations of Authorizations shall be effective upon receipt by the Tabulation Agent. The revocations must be duly certified by a notary public of the

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jurisdiction of issuance of the Authorization it relates to and sent by (i) hand delivery or (ii) overnight courier, to the Tabulation Agent at the address set forth on the back cover page of this Solicitation Statement.

The revocation must be executed by such Holder in the same manner as the Holder s name appears on an Authorization to which the revocation relates. A Holder may revoke an Authorization only if such revocation complies with the provisions of this Solicitation of Aurthorizations. All Authorizations not properly revoked prior to the Expiration Time will be effective at the Meeting or, if such Meeting is adjourned, at any reconvened meeting related to the Solicitation of Authorizations.

Tabulation Agent

Telecom Argentina has retained The Bank of New York as Tabulation Agent to receive and examine Letters of Authorization and Notices of Attendance and to tabulate the Authorizations and Notices of Attendance granted thereby. Telecom Argentina has agreed to pay the Tabulation Agent customary fees for its services, to reimburse it for reasonable out-of-pocket expenses (including the fees and disbursements of counsel) and to indemnify it from certain liabilities, including liabilities under federal securities laws.

The Tabulation Agent does not assume any responsibility for the accuracy or completeness of the information concerning Telecom Personal, Telecom Argentina or the Indenture contained in this Solicitation of Authorizations or for any failure by Telecom Argentina to disclose events that may have occurred and that may affect the significance or accuracy of such information.

Requests for assistance in completing and delivering an Authorization or requests for additional copies of this Solicitation Statement or the accompanying Letter of Authorization should be directed to the Tabulation Agent and/or Telecom Argentina at its address and telephone number set forth on the back cover page hereof. Beneficial Owners may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Solicitation Statement.

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THE AMENDMENT

The Company is soliciting the authorization of the Holders to (1) the Amendment and (2) the execution and delivery of the Supplemental Indenture to effect the Amendment. The Amendment would modify Sections 3.17(a) and 3.17(c) and eliminate Section 3.21 of the Indenture and the definitions of Telecom Personal Permitted Capital Expenditures and Telecom Personal Distribution Payment and all references thereto.

Section 3.17 Limitation on Capital Expenditures

The Amendment would modify Sections 3.17(a) and 3.17(c) of the Indenture to remove the restriction on Telecom Personal s capital expenditures under the Indenture. Telecom Personal is no longer subject to such a restriction under the instruments governing its own indebtedness. Sections 3.17(a) and 3.17(c) currently read as follows, with strike-throughs representing the language to be deleted by such Amendment and italics representing the language to be added by such Amendment:

(a) The Issuer will not, and will not permit any Restricted Subsidiary to, make any capital expenditure other than Permitted Capital Expenditures, Telecom Personal Permitted

Capital Expenditures

and Regulatory Capital Expenditures.

(c) This Section 3.17 shall not apply to any capital expenditures made by either Núcleo or Telecom Personal.

Section 3.21 Reinvestment of Dividends Paid by Telecom Personal

The Amendment would eliminate Section 3.21 of the Indenture in its entirety. The elimination of this provision would remove any restriction on Telecom Argentina s ability to retain or apply amounts paid to it by Telecom Personal as distribution payments. Section 3.21 currently reads as follows:

If Telecom Personal pays any Telecom Personal Distribution Payment to the Issuer in cash or Cash Equivalents, the Issuer will reinvest any such Telecom Personal Distribution Payment received by it in Telecom Personal. Such investment shall be made, at the Issuer s option, by the subscription of common stock or non-redeemable shares issued by Telecom Personal, or by contribution to Telecom Personal s capital account in the form of irrevocable capital contributions ( aportes irrevocables ).

UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

This disclosure is limited to the U.S. federal tax issues addressed herein. Additional issues may exist that are not addressed in this disclosure and that could affect the U.S. federal tax treatment of the Solicitation of Authorizations. This tax disclosure was written in connection with the solicitation by Telecom Argentina S.A. of consents to the Amendment, and it cannot be used by any holder for the purpose of avoiding penalties that may be asserted against the holder under the Internal Revenue Code. Holders should seek their advice based on their particular circumstances from an independent tax adviser.

The following summary describes certain U.S. federal income tax consequences of the Solicitation of Authorizations. This discussion applies only to Notes held as capital assets and does not describe all of the tax consequences that may be relevant to holders in light of their particular circumstances or to holders subject to special rules, such as:

certain financial institutions;

insurance companies;

dealers in securities or foreign currencies;

persons holding Notes as part of a hedge or other integrated transaction;

U.S. Holders (as defined below) whose functional currency is not the U.S. dollar;

partnerships or other entities classified as partnerships for U.S. federal income tax purposes; or

persons subject to the alternative minimum tax.

This summary is based on the Internal Revenue Code of 1986, as amended to the date hereof (the Code ), administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations in effect as of the date hereof, changes to any of which subsequent to the date of this Solicitation Statement may affect the tax consequences described herein. Holders are urged to consult their tax advisers with regard to the application of the U.S. federal income tax laws to their particular situations as well as any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.

Tax Consequences to U.S. Holders

As used in this Section United States Federal Income Tax Considerations , the term U.S. Holder means a beneficial owner of a Note for U.S. federal income tax purposes that is:

a citizen or resident of the United States;

a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or of any political subdivision thereof; or

an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

The term U.S. Holder also includes certain former citizens and residents of the United States.

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Tax Considerations for Consenting U.S. Holders

A consenting U.S. Holder will recognize ordinary income equal to the U.S. dollar amount of the Consent Fee received in the case of an amount received in other than U.S. dollars, translated into U.S. dollars based on the exchange rate at the time of receipt. A holder may recognize ordinary income or loss on the later disposition of any foreign currency received.

Under U.S. Treasury Regulation Section 1.1001-3 (the Regulation ), the modification of a debt instrument will result in a deemed exchange of the unmodified instrument for a modified instrument (upon which gain or loss may be recognized) if the modification constitutes a significant modification. The Regulation provides, in pertinent part, that modifications that alter customary accounting or financial covenants are not significant modifications. The Regulation also provides that a modification is a significant modification only if the legal rights or obligations that are altered and the degree to which they are altered are economically significant.

We believe that the adoption of the Amendment will not constitute a significant modification of the terms of the Notes. A significant modification can also include a change in the yield of a debt instrument if, in the case of certain debt instruments, the change in yield exceeds certain thresholds, or in the case of other debt instruments, is economically significant. It is unclear how the Regulation applies to the Consent Fee. The Consent Fee may be treated as increasing the yield of the Notes. If the Consent Fee is treated as increasing the yield of the Notes, while it is not entirely clear how the Regulation would apply in determining whether such increase in the yield of the Notes is a significant modification, based on all the facts and circumstances, we believe that the Consent Fee should not be treated as a significant modification for purposes of the Regulation. If the receipt of the Consent Fee was treated as giving rise to a significant modification of the Notes, a consenting U.S. Holder who consents would be treated as having exchanged its Notes for new Notes for U.S. federal income tax purposes, and could be required to recognize gain or loss with respect to such deemed exchange.

Based on the foregoing analysis, a U.S. Holder should not recognize gain or loss with respect to the Notes as a result of the adoption of the Amendment or the receipt of the Consent Fee, and a U.S. Holder should have the same adjusted tax basis and holding period in the Notes as such Holder had in the Notes immediately before such adoption and receipt of the consent fee. However, U.S. holders should be aware that the conclusion set forth above is not binding on the IRS or the courts, and no ruling is being requested from the IRS with respect to the Solicitation of Authorizations. In addition, no statutory, judicial or administrative authority directly addresses the characterization of the Consent Fee or similar transactions for U.S. federal income tax purposes, and no assurance can be given that the IRS or the courts will agree with the conclusion set forth above. Accordingly, you should consult your own tax advisor regarding the U.S. federal income tax consequences of the adoption of the Amendment and the Consent Fee and with respect to any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.

Tax Considerations for Non-Consenting U.S. Holders

As discussed above under Tax Considerations for Consenting U.S. Holders , adoption of the Amendment will not constitute a significant modification of the Notes. Therefore, the adoption of the Amendment will not have any U.S. federal income tax consequences to non-consenting U.S. holders.

Information Reporting and Backup Withholding

Information returns will be filed with the IRS in connection with the payment of the Consent Fee to U.S. Holders. A U.S. Holder will be subject to U.S. backup withholding on such payments if the U.S. Holder fails to provide its taxpayer identification number to the paying agent and comply with certain certification procedures or otherwise establish an exemption from backup withholding. The amount of any backup withholding deducted from a payment to a U.S. Holder will be allowed as a credit against the U.S. Holder s U.S. federal income tax liability and may entitle the U.S. Holder to a refund, provided that the required information is furnished to the IRS.

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Requests for assistance in completing and delivering the Letter of Authorization or execution and delivery of an Electronic Proxy or requests for additional copies of this Solicitation Statement and other related documents may be directed to Telecom Argentina.

Telecom Argentina S.A. Av. Alicia Moreau de Justo 50

10th Floor (1107) Buenos Aires, Argentina

Attention: Investor Relations Department Phone: +5411 4968 3628

E-mail: relinver@ta.telecom.com.ar

Telecom Argentina has retained The Bank of New York to serve as its proxy agent and tabulation agent for the Solicitation of Authorizations. Holders who wish to deliver the Authorizations should complete, sign and date the Letter of Authorization or send an Electronic Proxy in accordance with the instructions therein and mail or deliver it and any other required documents to the Tabulation Agent at its address set forth below.

The Proxy Agent and Tabulation Agent for the Solicitation of Authorizations is:

The Bank of New York Corporate Trust Operations

Reorganization Unit 101 Barclay Street - 7 East

New York, N.Y. 10286 Attention: Mr. Randolph Holder

Phone: 212-815-5098

PROCESSING FEE FORM

EXHIBIT 5 TO THE SOLICITATION STATEMENT

HOLDER OF RECORD LETTERHEAD

Date The Bank of New York Corporate Trust Operations Reorganization Unit 101 Barclay Street - 7 East New York, N.Y. 10286

Re: Telecom Argentina S.A. Instruction Letter to Receive Processing Fee under Solicitation of Consents

Ladies and Gentlemen:

Reference is made to the Solicitation Statement of Telecom Argentina S.A. dated February 24, 2006.

All terms used but not defined herein shall have the meaning ascribed to them in the Solicitation Statement.

The undersigned wishes to receive the processing fee to be paid to Holders for processing consents of outstanding notes accepted where the aggregate outstanding principal amount of notes held by the beneficial owner of the outstanding notes is less or equal to US$ 500,000 or its equivalent in other currencies (calculated based on the exchange rates as indicated on the Solicitation Statement).

The undersigned declares that it was designated by the retail beneficial owners described on schedule A, for processing their instructions to vote in favor. Attached please find the Letters of Instructions or other documents received from the beneficial owners we considered in order to determine the processing fee due to us.

Questions may be directed to the undersigned at tel [ ], e-mail [ ]

Very truly yours,

Name of Holder

-------------------------------------- By Name Title

SCHEDULE A

1. Name of Clearing House in which the outstanding notes are held: 2. Account Number in which the outstanding notes are held: 3. Account Name in which the outstanding notes are held: 4. Beneficial Owners holding not more than US$ 500,000 or its equivalent

principal amount of Outstanding Notes:

Beneficial Owners Transaction Code Reference Number

Aggregate Outstanding Principal Amount Participating (in original currency)

Beneficial Owner # 1 Beneficial Owner # 2 Beneficial Owner # 3 Beneficial Owner # 4 Beneficial Owner # 5 Beneficial Owner # 6 Beneficial Owner # 7 Beneficial Owner # 8 Beneficial Owner # 9 Beneficial Owner # 10

(Attach additional list, if necessary)

Aggregate Processing Fee (in original currency):

BANCHE E MERCATI 1

ECONOMIA E FINANZA INTERNAZIONALE 2

ECONOMIA E FINANZA INTERNAZIONALE 3