THE BANK OF NEW YORK
101 Barclay Street
New York, New York 10286
Empresa Distribuidora y Comercializadora Norte S.A.
Buenos Aires, Argentina
Ladies and Gentlemen:
Reference is made to the Deposit Agreement. Capitalized terms defined in the Deposit Agreements and
not otherwise defined herein are used herein as defined in the Deposit Agreement.
The Depositary hereby agrees that without the prior consent of the Company, (i) the Depositary will not
(a) Pre-Release Receipts or (b) permit any Pre-Release to remain outstanding at any time, except pursuant to
agreements, covenants, representations or warranties substantively to the effect of Sections 3(a), 3(e), 4, 7(a)
and 14 of the ADR Pre-Release Agreement attached hereto (or, in lieu of Section 14, the Depositary will
indemnify the Company to the same extent that the counterparty to a Pre-Release would be required by said
Section 14 to indemnify the Company) and (ii) the Depositary will undertake a Pre-Release only pursuant to
written agreements that meet the requirements of Section 1058(b) of the United States Internal Revenue Code of
1986, as amended..
The Depositary hereby confirms that it currently does not, and does not intend to, make any Pre-Release
to any person until such person has undergone the Depositary's standard credit review process.
If, after the date hereof, the Depositary's ADR Department is advised by counsel that there has occurred
a material change in the U.S. federal income tax law (including judicial and administrative interpretations thereof)
regarding the treatment of Pre-Release, the Depositary agrees to notify the Company promptly of such change
and to advise the Company as to the changes, if any, that the Depositary intends to make, or has made, to the
Pre-Release procedures then being followed by the Depositary as a result of such change in the U.S. federal
income tax law. The Depositary will in good faith consult with the Company and consider al