360 Madison Ave., 18 th fl. New York, NY 10017 646 637-9100 646 637-9128 Fax 114. June 2, 2005 Recommended Market Practices concerning the trading and settlement of Argentina Par and Discount Bonds on a W/I basis, as well as on a secondary market basis Excerpts from EMTA s Primer on Settlement of W/I Trades in Argentina Par and Discount Bonds, dated June 2, 2005: III. Settlement of USD and EURO Par Bonds In accordance with the Confirmation Forms for the W/I Trades of the USD and EURO Par Bonds, for each W/I Trade (or, if the counterparties have entered into a Netting Agreement or other operational netting arrangement, for each such resulting net W/I Trade), Seller and Buyer should submit instructions into the Clearing Systems for the Purchase Price of the Bonds, plus accrued and unpaid interest from March 31, 2005 up to (but not including) the Settlement Date. IV. Settlement of ARS Par Bonds In accordance with the Confirmation Form for the W/I Trades of the ARS Par Bonds, for each W/I Trade (or, if the counterparties have entered into a Netting Agreement or other operational netting arrangement, for each such resulting net W/I Trade), Seller and Buyer should submit instructions into the Clearing Systems for the Purchase Price of the Bonds. As noted in the Market Practice, unless otherwise agreed, ARS Par Bonds trade on a dirty basis, with no adjustment for inflation or for the accrued cash interest, none of which are to be paid for separately on the Settlement Date. V. Settlement of USD and EURO Discount Bonds In accordance with the Confirmation Forms for the W/I Trades of the USD and EURO Discount Bonds, for each W/I Trade (or, if the counterparties have entered into a Netting Agreement or other operational netting arrangement, for each such resulting net W/I Trade), Seller and Buyer should submit instructions into the Clearing Systems for the Purchase Price of the Bonds, plus accrued and unpaid interest from December 31, 2004 up to (but not including) the Settlement Date. Trade Association for the Emerging Markets www.emta.org
As more fully described in the Prospectus Supplement and EMTA Memo, a portion of interest accruing on the Discount Bonds from (and including) December 31, 2003 will be capitalized and added to their principal amount on each successive interest payment date through December 13, 2013. Accordingly, W/I Trades of an agreed principal amount, and purchase price therefor, will settle as adjusted by a capitalization factor. As stated in the Euroclear Fact Sheet (the Euroclear Notice ) posted on EMTA s website in the New Developments area and available by Clicking Here, the capitalization factor for the USD Discount Bonds is 1.043564, and the capitalization factor for the EURO Discount Bonds is 1.041114. The following is an example for the computation of Aggregate Purchase Price, Cash Accrued Amount and Capitalized Accrued Amount for a USD Discount Bond W/I Trade based on a June 7 settlement date: Example Assume: (1) Agreed Price: 85% (2) Original Principal Amount: USD 10,000,000 (3) Capitalization Factor: 1.043564 (4) Capitalized Amount: USD 435,640 (5) Adjusted Principal Amount: USD 10,435,640 (6) Cash accrual interest rate: 3.97% (7) Capitalizing accrual interest rate: 4.31% Then: Aggregate Purchase Price = (1) x (5) = USD 8,870,294 The separate payments for accrued cash and capitalized interest on the settlement date will be made in accordance with the following formula: The current cash accrual interest rate multiplied by the number of days from (and including) the Interest Payment Date to (but excluding) the settlement date divided by 360 and multiplied by the Adjusted Principal Amount. The current capitalizing accrual interest rate multiplied by the number of days from (and including) the Interest Payment Date to (but excluding) the settlement date divided by 360 and multiplied by the Adjusted Principal Amount and the Agreed Price. 2
Using the example above, the amount payable by a buyer with an assumed June 7, 2005 settlement date (based on a June 1 crediting of USD Discount Bonds to tendering bondholder accounts and a June 2 'issuance date', see Section VII below for a fuller description of these concepts) will be: Cash Accrued Amount 3.97% (cash accrual interest rate) x 157 / 360 (number of days divided by 360 based on the December 31, 2004 Interest Payment Date) = USD 180,678.61 plus Capitalized Accrued Amount 4.31% (capitalizing accrual interest rate) x 157 / 360 (number of days divided by 360 based on the December 31, 2004 Interest Payment Date) x 85% (Agreed Price) = USD 166,729.50 plus Principal Purchase Amount (Aggregate Purchase Price) 85% (Agreed Price) = USD 8,870,294 Total = USD 9,217,702.11 VI. Settlement of ARS Discount Bonds In accordance with the Confirmation Form for the W/I Trade of the ARS Discount Bonds, for each W/I Trade (or, if the counterparties have entered into a Netting Agreement or other operational netting arrangement, for each such resulting net W/I Trade), Seller and Buyer should submit instructions into the Clearing Systems for the Purchase Price of the Bonds. As noted in the Market Practice, unless otherwise agreed, ARS Discount Bonds trade on a dirty basis, with no adjustment for inflation or capitalization, or for the accrued cash interest or accrued capitalization interest, none of which are to be paid for separately on the Settlement Date. 3
For the sake of clarity, ARS Discount Bond W/I Trade Buyers are entitled to receive their pro rata portion of interest for the December 31, 2004-June 30, 2005 interest period only if the ARS Discount Bonds are issued before June 30, 2005. VII. Settlement Date for W/I Trades The Confirmation Forms provide for delivery of the Bonds on the Settlement Date, which is three business days after the issuance of the Bonds (for trades cleared through the Clearing Systems). The Prospectus Supplement provides that the closing date for the exchange offer, and the issuance of all the Bonds, will be April 1, 2005, or as soon as practicable thereafter. As you are aware, litigation against Argentina has delayed the closing date, and the market may not be given advance notice of the closing date. Euroclear has stated in the Euroclear Notice that it will credit Bonds to tendering bondholder accounts within five business days after the Bonds have been transferred into Euroclear s account. Euroclear has also stated in an EMTAsponsored conference call with market participants that such crediting to bondholder accounts may be completed by Euroclear sooner if Euroclear receives in its account the precise amount of Bonds it expects to receive based on pre-reconciliation discussions with Argentina and its advisors. Because there are differing Par and Discount Bonds relating to USD, EURO and ARS, any discrepancy in the amount of any Type of Bonds Euroclear receives in its account from the amount it expects to receive may result in a delay in crediting such Type of Bonds to the relevant tendering bondholder accounts, but in no event will tendering bondholders receive their Bonds more than five business days after the Bonds have been transferred into Euroclear s account. Accordingly, in order to provide for the orderly settlement of W/I Trades and to assist the market in the orderly settlement of the secondary market trades of the Bonds after their issuance, EMTA is recommending that, unless otherwise agreed, the issuance date of each Type of Bonds shall be the business day after such Type of Bonds has been credited to tendering bondholder accounts. The Settlement Date of the W/I trades for each Type of Bonds shall be three business days after the issuance date of such Type of Bonds, as described in the preceding sentence. For the sake of clarity, if the USD Par Bonds are credited by the clearing systems to tendering bondholder accounts on June 1, then June 2 would be their issuance date, and June 7 would be their Settlement Date, for W/I trades of USD Par Bonds. If the EURO Discount Bonds are credited by the clearing systems to tendering bondholder accounts on June 3, then June 6 would be their issuance date, and June 9 would be their Settlement Date, for W/I trades of EURO Discount Bonds. 4
VIII. First Trade Date for Cash Market Trading of Par and Discount Bonds The standard market convention of T+3 settlement will apply to cash trades of each Type of Bond after its issuance; however, unless otherwise agreed, the first possible cash trade date will be the issuance date of such Type of Bonds, as described above. For the sake of clarity, if the USD Par Bonds are credited by the clearing systems to tendering bondholder accounts on June 1, then June 2 would be the issuance date and the first possible cash trade date, and June 7 would be the settlement date, for USD Par Bonds. If the EURO Discount Bonds are credited by the clearing systems to tendering bondholder accounts on June 3, then June 6 would be the issuance date and the first possible cash trade date, and June 9 would be the settlement date, for EURO Discount. 5