EXHIBIT 4.5 FORM OF AMENDMENT NO. 1 AND WAIVER TO RESTRUCTURED LOAN FACILITY

 

<PAGE>

 

                                                                     EXHIBIT 4.5

 

                       FORM OF AMENDMENT NO. 1 AND WAIVER

                          TO RESTRUCTURED LOAN FACILITY

                                 as evidenced by

 

               AMENDMENT NO. 1 AND WAIVER TO NOTE PURCHASE AGREEMENT

 

      This AMENDMENT No. 1 AND WAIVER TO NOTE PURCHASE AGREEMENT (this

"Amendment and Waiver") is entered into as of December 20, 2004 among BANCO DE

GALICIA Y BUENOS AIRES S.A., a sociedad anonima organized under the laws of the

Republic of Argentina (the "Issuer"), the holders parties hereto (the

"Holders"), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as agent for the Holders

(in such capacity, together with any successor Agent appointed pursuant to

Article VIII to the Note Purchase Agreement referred to below, the "Agent").

 

                                    RECITALS

 

      WHEREAS, the Issuer, the Holders, the Agent and Barclays Bank PLC, as

Documentation Agent, have entered into a Note Purchase Agreement, dated as of

April 27, 2004 (the "Note Purchase Agreement");

 

      WHEREAS, the Issuer, the Holders and the Agent desire to amend certain

terms thereof relating to certain Securitization transactions to be entered into

by the Issuer in order to facilitate the growth of the Issuer's business and

respond to market conditions;

 

      WHEREAS, the Issuer desires to enter into a transaction to provide for the

financing to complete the construction and improvements of the real estate set

forth in Part A of Schedule V to the Note Purchase Agreement, which transaction

is described in more detail in Schedule VI hereto (the "Proposed Torre

Transaction"); and

 

      WHEREAS, to facilitate the Proposed Torre Transaction, the Issuer and the

Holders desire to waive certain provisions of the Note Purchase Agreement.

 

      NOW, THEREFORE, in consideration of the premises and the mutual agreements

herein contained, the parties hereto agree as follows:

 

            SECTION 1. Defined Terms. Capitalized terms used in this Amendment

and Waiver and not otherwise defined herein shall have the meanings assigned to

them in the Note Purchase Agreement.

 

            SECTION 2. Amendments to Section 1.1 of the Note Purchase Agreement.

 

            (a)    The definition of "Debt" in Section 1.1 of the Note Purchase

Agreement is hereby amended by deleting in its entirety the phrase "that the

term "Debt" shall not include (i) "Debt incurred by the Issuer or any of its

Subsidiaries in the ordinary course of business" (hereinafter defined) but shall

include any Debt attributable to any Securitization" in the proviso therein, and

replacing it with the following phrase:

 

                                      S-1

<PAGE>

 

            "that the term "Debt" shall not include (i) (x) "Debt incurred by

            the Issuer or any of its Subsidiaries in the ordinary course of

            business" (hereinafter defined) or (y) for purposes of Section

            3.2(a) (A) any Net Cash Proceeds, up to an aggregate amount, for any

             Fiscal Year, equal to three percent (3%) of the Issuer's total

            consolidated (as defined pursuant to the terms of Section 33 of

            Argentine Law No. 19,550) assets, net of an amount equivalent to the

            aggregate of the Issuer's Debt with the Central Bank for liquidity

            support and for the purchase of the "Hedge Bond", received by the

            Issuer from the incurrence of Debt that is attributable to any

            Securitization, the Net Cash Proceeds of which are reinvested by the

            Issuer in Financial Assets by a date no later than one (1) year from

            the date of the closing of such Securitization transaction, or (B)

            any Debt attributable to, and incurred in compliance with the terms

            of, the Proposed Torre Transaction".

 

            (b)    The definition of "Debt" in Section 1.1 of the Note Purchase

Agreement is hereby further amended by adding the following sentence at the end

thereof:

 

            "Notwithstanding the foregoing, the amount of any recourse

            obligation of the Issuer arising from or in connection with any

            Securitization shall constitute "Debt"."

 

            (c)    Section 1.1 of the Note Purchase Agreement, is hereby further

amended by deleting the "or" before sub-clause (vii) in the definition of

"Permitted Liens", and by adding the following before the period therein:

 

            "; or (viii) any Lien upon the Torre Headquarters; provided, that

            (A) such Lien is created solely for the purpose of securing Debt

            attributable to, and incurred in compliance with the terms of, the

            Proposed Torre Transaction, (B) such Lien secures only such Debt and

            no other Debt obligation, and (C) such Lien shall not extend to or

            cover any Property other than the Torre Headquarters and any

            improvements to the Torre Headquarters".

 

            (d)    Section 1.1 of the Note Purchase Agreement is hereby further

amended by deleting the definition of "Headquarter Offices" and adding the

following defined terms in alphabetical order:

 

            ""Financial Assets" means, on any date, new loans or credits

            originated and extended by the Issuer and of a nature or type

             arising from a Permitted Business."

 

            ""Proposed Torre Transaction" means the transaction described in

            Schedule VI hereto."

 

            ""Torre Headquarters" means the real estate set forth in Part A to

            Schedule V."

 

                                      -2-

<PAGE>

 

            SECTION 3. Amendments to Section 3.2 to the Note Purchase Agreement.

 

            (a)    The proviso in the Section 3.2(a) of the Note Purchase

Agreement Note Purchase Agreement is hereby deleted in its entirety and replaced

by the following proviso:

 

            "provided that (i) the Issuer or such Significant Subsidiary shall

            not be required to so apply Net Cash Proceeds received by the Issuer

            or such Significant Subsidiary from the incurrence of Debt or from

            any Securitization that constitutes Debt having an original maturity

            of one (1) year or less; and (ii) any Debt or Securitization that

            constitutes Debt having an original maturity of greater than one (1)

            year and a portion of which is required to be used to prepay or

            redeem, as applicable, Debt pursuant to this paragraph, shall always

            have a maturity date and interest rate provision that, in each case,

            are more beneficial to the Issuer as compared with the Restructured

            Debt most similar in term and type to the Debt so incurred".

 

            (b)    Section 3.2(b) is hereby amended by deleting in its entirety

the proviso therein, and replacing it with the following proviso:

 

            "provided that (i) the Issuer or such Significant Subsidiary shall

            not be required to so apply Net Cash Proceeds received by the Issuer

            or such Significant Subsidiary from the Transfer of any Financial

            Assets, fixed assets, or the Transfer of any Capital Stock or Voting

            Stock in Permitted Businesses if such Net Cash Proceeds are

            reinvested, by such Person, by a date no later than one (1) year

            from the date of such Transfer in Financial Assets, and six (6)

            months from the date of such Transfer in fixed assets or any Capital

            Stock or Voting Stock in Permitted Businesses, respectively (it

             being understood that if at the end of such one-year or six-month

            period, as the case may be, no such investment has been consummated,

            the Issuer or such Significant Subsidiary shall immediately effect

            such prepayment or redemption as required hereunder); or (ii) one

            hundred percent (100%) of any portion of the Net Cash Proceeds

            (without deducting any amount or applying any basket) of the

            Transfer of any interest in the Torre Headquarters (other than the

            original Transfer effected as part, and in compliance with, the

            Proposed Torre Transaction) shall be applied, first, to the

            repayment of debt instruments incurred either directly or indirectly

             by the Issuer in connection with the Proposed Torre Transaction and

            second, to Debt prepayment or redemptions as described above".

 

            (c)    Section 3.2(b) is hereby further amended by deleting the last

sentence thereof in its entirety and replaced with the following:

 

            "Notwithstanding anything to the contrary herein, the Net Cash

            Proceeds received by the Issuer or any Significant Subsidiary from

            any Securitization (whether or not the material terms of such

            Securitization are

 

                                      -3-

<PAGE>

 

            governed by Argentine law) attributable to Debt shall be applied in

            accordance with Section 3.2(a) and the Net Cash Proceeds received by

            the Issuer or any Significant Subsidiary from any Securitization

            (whether or not the material terms of such Securitization are

            governed by Argentine law) that are not attributable to Debt (i.e.,

            non-reco