Bond Norte Distribuciones S.A. 9.75% ( US29244AAK88 ) in USD

Norte Distribuciones S.A.

100 % ▼

Argentina

US29244AAK88 ( in USD )

9.75% per year ( payment 2 times a year)

24/10/2022 - Bond has expired

Prospectus brochure of the bond Empresa Distribuidora y Comercializadora Norte S.A US29244AAK88 in USD 9.75%, expired

2 000 USD

176 389 000 USD

29244AAK8

CCC- ( Default imminent with little prospect for recovery )

Caa3 ( Default imminent with little prospect for recovery )

Empresa Distribuidora y Comercializadora Norte S.A. (EDCN) is a Chilean electricity distribution and commercialization company operating primarily in the north of the country.

The Bond issued by Norte Distribuciones S.A. ( Argentina ) , in USD, with the ISIN code US29244AAK88, pays a coupon of 9.75% per year.
The coupons are paid 2 times per year and the Bond maturity is 24/10/2022

The Bond issued by Norte Distribuciones S.A. ( Argentina ) , in USD, with the ISIN code US29244AAK88, was rated Caa3 ( Default imminent with little prospect for recovery ) by Moody's credit rating agency.

The Bond issued by Norte Distribuciones S.A. ( Argentina ) , in USD, with the ISIN code US29244AAK88, was rated CCC- ( Default imminent with little prospect for recovery ) by Standard & Poor's ( S&P ) credit rating agency.

Offering Memorandum
U.S. $230,301,000

Empresa Distribuidora y Comercializadora Norte S.A.
9.75% Senior Notes due 2022
We are offering U.S. $230,301,000 aggregate principal amount of our 9.75% senior notes due 2022. The
notes will mature on October 25, 2022. Interest on the notes will be payable semiannually in arrears on April 25 and
October 25 of each year, commencing on April 25, 2011. We are offering U.S.$140,000,000 of the notes for cash
and U.S.$90,301,000 of the notes pursuant to the Concurrent Exchange Offer (as defined below).
The notes may be repaid early only in the event that we redeem the notes or upon acceleration due to an
event of default, as described under "Description of the Notes." We may redeem the notes, in whole or in part, on or
after October 25, 2018, at the redemption prices set forth in this offering memorandum. The notes may also be
redeemed, at any time upon the occurrence of specified events relating to Argentine tax law, as set forth in this
offering memorandum.
The notes will constitute our direct, unconditional, unsecured and unsubordinated obligations and will rank
at all times pari passu in right of payment with all our other existing and future unsecured and unsubordinated
indebtedness (other than obligations preferred by statute or by operation of law).
We will apply to have the notes listed on the Luxembourg Stock Exchange and admitted for trading on the
Euro MTF market of the Luxembourg Stock Exchange. We will also apply to have the notes listed on the Buenos
Aires Stock Exchange (Bolsa de Comercio de Buenos Aires or BASE). We expect that the notes will be eligible for
trading on the Mercado Abierto Electrónico S.A. (MAE).
Investing in the notes involves a high degree of risk. See "Risk Factor s" beginning on page 11.
_________________________
Issue Price: 100% plus accrued interest, if any, from October 25, 2010.
_________________________
The notes will qualify as negotiable obligations (obligaciones negociables) under Argentine Law No.
23,576 of Argentina (as amended, the Negotiable Obligations Law), and Joint Resolutions No. 470-1738/2004 and
521-2354/2007 (Joint Resolutions) issued by the Argentine securities commission (Comisión Nacional de Valores or
CNV) and the Argentine tax authority (Administración Federal de Ingresos Públicos), and will be entitled to the
benefits set forth in, and subject to the procedural requirements of, such law, resolution and Argentine Decree No.
677/2001.
The offering of the notes under our global note program has been authorized by the CNV pursuant to
Certificate No. 130 dated November 5th 1996, Certificate No. 193 dated February 27th 1998, Certificate No. 286
dated September 2001, Resolution No. 15,359, dated March 23, 2006 and Resolution of the Board of Directors of
the CNV dated November 28, 2007. The CNV authorization means only that the information contained in the
Argentine prospectus complies with the requirements of the CNV. The CNV has not rendered and will not render
any opinion with respect to the accuracy of the information contained in this offering memorandum or the Argentine
prospectus.
The notes have not been registered under the U.S. Securities Act of 1933, as amended (the Securities Act).
The notes may not be offered or sold within the U.S. or to U.S. persons, except to qualified institutional buyers in
reliance on the exemption from registration provided by Rule 144A under the Securities Act and to certain non-U.S.
persons in offshore transactions in reliance on Regulation S under the Securities Act. Prospective purchasers that
are qualified institutional buyers are hereby notified that the seller may be relying on the exemption from the
provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of certain restrictions on
transfers of the notes, see "Plan of Distribution" and "Transfer Restrictions."
Any offer or sale of notes in any Member State of the European Economic Area which has implemented
Directive 2003/71/EC (the Prospectus Directive) must be addressed to qualified investors (as defined in the
Prospectus Directive).
The notes in book-entry form are expected to be delivered through the Depository Trust Company on or
about October 25, 2010.
_________________________
Joint Book-Running Managers and Joint Lead Managers
Joint Lead Manager
Deutsche Bank Securities
J.P. Morgan
Standard Bank

The date of this offering memorandum is October 15, 2010.

TABLE OF CONTENTS

Page

SUMMARY ................................................................................................................................................................ 1
SUMMARY FINANCIAL AND OPERATING DATA ............................................................................................. 8
RISK FACTORS ....................................................................................................................................................... 12
USE OF PROCEEDS ................................................................................................................................................ 25
RATIO OF EARNINGS TO FIXED CHARGES ..................................................................................................... 26
EXCHANGE RATES ................................................................................................................................................ 27
CAPITALIZATION .................................................................................................................................................. 30
SELECTED FINANCIAL DATA ............................................................................................................................. 31
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS ...................................................................................................................................... 36
THE ARGENTINE ELECTRICITY INDUSTRY .................................................................................................... 79
BUSINESS ................................................................................................................................................................ 89
MANAGEMENT .................................................................................................................................................... 114
PRINCIPAL SHAREHOLDERS ............................................................................................................................ 123
RELATED PARTY TRANSACTIONS .................................................................................................................. 126
DESCRIPTION OF THE NOTES ........................................................................................................................... 128
TRANSFER RESTRICTIONS; NOTICE TO INVESTORS .................................................................................. 170
TAXATION ............................................................................................................................................................ 172
PLAN OF DISTRIBUTION .................................................................................................................................... 181
LEGAL MATTERS ................................................................................................................................................ 185
INDEPENDENT ACCOUNTANTS ....................................................................................................................... 185
LISTING AND GENERAL INFORMATION ........................................................................................................ 185
INDEX TO FINANCIAL STATEMENTS .............................................................................................................. F-1
ANNEX A -- SUMMARY OF PRINCIPAL DIFFERENCES BETWEEN .......................................................... A-1

_________________________

We are responsible for the information contained in this offering memorandum. We have not, and the
initial purchasers have not, authorized any other person to provide you with different information and take no
responsibility for any other information others may give you. You should assume that the information contained in
this offering memorandum is accurate only as of the date on the front cover of this offering memorandum (or such
earlier date as may be specified in this offering memorandum). Our business, financial condition, results of
operations and prospects may have changed since such date. Neither the delivery of this offering memorandum nor
any sale made hereunder shall under any circumstance imply that the information contained herein is correct as of
any date after the date of this offering memorandum.
We have prepared this offering memorandum solely for use in connection with the placement of the notes.
We and the initial purchasers reserve the right to reject any offer to purchase notes for any reason.
This offering memorandum is only being distributed to, and is only directed at, (1) persons who are outside
the United Kingdom, (2) investment professionals falling within Article 19(5) of the Financial Services and Market
Act 2000 (Financial Promotion) Order 2005, or the Order, or (3) high net worth entities, and other persons to whom
it may be lawfully communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being
referred to as relevant persons). The notes are only available to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire such notes will be engaged in only with, relevant persons. Any person who is not a
relevant person should not act or rely on this document or any of its contents.
This offering memorandum has been prepared on the basis that all offers of the notes will be made pursuant
to an exemption under the Prospectus Directive, as implemented in member states of the EEA, from the requirement
to produce a prospectus for offers of notes. Accordingly any person making or intending to make any offer within
the EEA of notes that are the subject of the offering contemplated in this offering memorandum should only do so in
circumstances in which no obligation arises for Edenor or any of the initial purchasers to produce a prospectus for
such offer. Neither Edenor nor the initial purchasers have authorized, nor do they authorize, the making of any offer
of notes through any financial intermediary, other than offers made by the initial purchasers which constitute the
final offer of notes contemplated in this offering memorandum.
We are offering to sell, and are seeking offers to buy, the notes only in jurisdictions where offers and sales
are permitted. This offering memorandum does not constitute an offer to sell, or a solicitation of an offer to buy,
any notes by any person in any jurisdiction in which it is unlawful for such person to make such an offer or
solicitation.
You must:
· comply with all applicable laws and regulations in force in any jurisdiction in connection with the
possession or distribution of this offering memorandum and the purchase, offer or sale of the notes;
and
· obtain any consent, approval or permission required to be obtained by you for the purchase, offer or
sale by you of the notes under the laws and regulations applicable to you in force in any jurisdiction to
which you are subject or in which you make such purchases, offers or sales: and neither we nor the
initial purchasers shall have any responsibility therefor.
The notes are subject to restrictions on transfer. See "Transfer Restrictions."
You acknowledge that:
· you have been afforded an opportunity to request from us, and to review, all additional information
considered by you to be necessary to verify the accuracy of, or to supplement, the information
contained in this offering memorandum;
i

· you have not relied on the initial purchasers or any person affiliated with the initial purchasers in
connection with your investigation of the accuracy of such information or your investment decision;
and
· no person has been authorized to give any information or to make any representation concerning us or
the notes, other than as contained in this offering memorandum and, if given or made, any such other
information or representation should not be relied upon as having been authorized by us or the initial
purchasers.
In making an investment decision, you must rely on your own examination of us and the terms of this
offering, including the merits and risks involved.
The initial purchasers are not making any representation or warranty, express or implied, as to the accuracy
or completeness of the information contained in this offering memorandum. You should not rely upon the
information contained in this offering memorandum, as a promise or representation by the initial purchasers,
whether as to the past or the future.
None of us and the initial purchasers, nor any of our and their respective representatives, make any
representation to you regarding the legality of an investment in the notes. You should consult with your own
advisors as to legal, tax, business, financial, and other related aspects of an investment in the notes. You must
comply with all laws applicable in any place in which you buy, offer or sell the notes or possess or distribute this
offering memorandum, and you must obtain all applicable consents and approvals. None of us nor the initial
purchasers shall have any responsibility for any of the foregoing legal requirements.
In this offering memorandum, we rely on and refer to information and statistics regarding our industry and
the economic condition of the markets in which we operate. We have obtained this data from either our internal
studies or publicly available sources such as independent industry publications and government sources. Although
we believe that these publicly available sources are reliable, we have not independently verified and do not
guarantee the accuracy and completeness of this information.

This offering memorandum contains summaries believed to be accurate with respect to certain documents,
but reference is made to the actual documents for complete information. All such summaries are qualified in their
entirety by such reference. Copies of documents referred to herein will be made available to prospective investors
upon request to us or the initial purchasers.

NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE UNIFORM
SECURITIES ACT (RSA 421-B) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT
FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH
FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY
OF A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY
UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO,
ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE
MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, and other information with the SEC pursuant to the rules and regulations of the SEC that
apply to foreign private issuers. You may read and copy any materials filed with the SEC at its Public Reference
ii

Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. Any filings we make electronically will be available to the
public over the Internet at the SEC's website at www.sec.gov. We are not, however, incorporating by reference in
this offering memorandum any reports, information or materials filed with the SEC or any other material from our
website or any other source. The reference above to our website is an inactive textual reference to the uniform
resource locator (URL) and is for your reference only.
We have agreed that, if we are not subject to the informational requirements of Section 13 or 15(d) of the
U.S. Securities and Exchange Act of 1934, or the Exchange Act, at any time while the notes constitute "restricted
securities" within the meaning of the Securities Act, we will furnish to holders and beneficial owners of the notes
and to prospective purchasers designated by such holders the information required to be delivered pursuant to
Rule 144A(d)(4) under the Securities Act to permit compliance with Rule 144A in connection with resales of the
notes.
iii

FORWARD-LOOKING STATEMENTS
This offering memorandum includes forward-looking statements, principally under the captions
"Summary", "Management's Discussion and analysis of financial conditions and results of operation", "The
Argentine electricity industry" and "Business". We have based these forward-looking statements largely on our
current beliefs, expectations and projections about future events and financial trends affecting our business.
Forward-looking statements may also be identified by words such as "believes," "expects," "anticipates," "projects,"
"intends," "should," "seeks," "estimates," "future" or similar expressions. Many important factors, in addition to
those discussed elsewhere in this offering memorandum, could cause our actual results to differ materially from
those expressed or implied in our forward-looking statements, including, among other things:
· the outcome and timing of the integral tariff revision process we are currently undertaking with the
Argentine National Electricity Regulator (Ente Nacional Regulador de la Electricidad, or the ENRE)
and, more generally, uncertainties relating to future government approvals to increase or adjust our
tariffs;
· general political, economic, social, demographic and business conditions in Argentina and particularly
in the geographic market we serve;
· the global financial crisis and its impact on liquidity and access to capital;
· the impact of regulatory reform and changes in the regulatory environment in which we operate;
· electricity shortages;
· potential disruption or interruption of our service;
· restrictions on the ability to exchange Pesos into foreign currencies or to transfer funds abroad;
· the revocation or amendment of our concession by the granting authority;
· our ability to implement our capital expenditure plan, including our ability to arrange financing when
required and on reasonable terms;
· fluctuations in inflation and exchange rates, including a devaluation of the Peso; and
· additional matters identified in "Risk factors."
Forward-looking statements speak only as of the date they were made, and we undertake no obligation to
update publicly or to revise any forward-looking statements after we distribute this offering memorandum because
of new information, future events or other factors. In light of these limitations, undue reliance should not be placed
on forward-looking statements contained in this offering memorandum.
ENFORCEMENT OF JUDGMENTS AGAINST FOREIGN PERSONS
We are incorporated under the laws of Argentina. Substantially all of our assets are located outside the
United States. The majority of our directors and all our officers and certain advisors named herein reside in
Argentina. As a result, it may not be possible for investors to effect service of process within the United States upon
such persons or to enforce against them or us in United States courts judgments predicated upon the civil liability
provisions of the federal securities laws of the United States.
In addition, a substantial portion of our assets is not subject to attachment or foreclosure, as they are
essential to the public service we provide. In accordance with Argentine law, as interpreted by the Argentine courts,
iv

assets which are necessary to the provision of an essential public service may not be attached, whether preliminarily
or in aid of execution.
We have been advised by our Argentine counsel, Errecondo, Salaverri, Dellatorre, González & Burgio, that
judgments of United States courts for civil liabilities based upon the federal securities laws of the United States may
be enforced in Argentina, provided that the requirements of Article 517 of the Federal Civil and Commercial
Procedure Code (if enforcement is sought before federal courts) are met as follows: (i) the judgment, which must be
final in the jurisdiction where rendered, was issued by a court competent in accordance with the Argentine principles
regarding international jurisdiction and resulted from a personal action, or an in rem action with respect to personal
property if such was transferred to Argentine territory during or after the prosecution of the foreign action, (ii) the
defendant against whom enforcement of the judgment is sought was personally served with the summons and, in
accordance with due process of law, was given an opportunity to defend against foreign action, (iii) the judgment
does not violate the principles of public policy of Argentine law, and (v) the judgment is not contrary to a prior or
simultaneous judgment of an Argentine court.
Subject to compliance with Article 517 of the Federal Civil and Commercial Procedure Code described
above, a judgment against us or the persons described above obtained outside Argentina would be enforceable in
Argentina without reconsideration of the merits.
We have been further advised by our Argentine counsel that:
· original actions based on the federal securities laws of the United States may be brought in Argentine
courts and that, subject to applicable law, Argentine courts may enforce liabilities in such actions
against us, our directors or our executive officers; and
· the ability of a judgment creditor or the other persons named above to satisfy a judgment by attaching
certain of our assets is limited by provisions of Argentine law.
A plaintiff (whether Argentine or non-Argentine) residing outside Argentina during the course of litigation
in Argentina must provide a bond to guarantee court costs and legal fees if the plaintiff owns no real property in
Argentina that could secure such payment. The bond must have a value sufficient to satisfy the payment of court
fees and defendant's attorney fees, as determined by the Argentine judge. This requirement does not apply to the
enforcement of foreign judgments.
v

SUMMARY
This summary highlights certain relevant information included elsewhere in this offering memorandum.
This summary does not purport to be complete and may not contain all of the information that is important or
relevant to you. Before investing in the notes, you should read this entire offering memorandum carefully for a more
complete understanding of our business and this offering, including our audited and unaudited financial statements
and related notes, and the sections entitled "Risk factors" and "Management's discussion and analysis of financial
condition and results of operations" included elsewhere in this offering memorandum.
Overview
We believe we are the largest electricity distributor in Argentina in terms of number of customers and
electricity sold (both in GWh and in Pesos) in 2009. We serve the largest number of electricity customers in
Argentina, which at June 30, 2010 amounted to 2,631,612 customers. Our electricity purchases, used to meet
customer demand in our service area, accounted for approximately 19.8% of total electricity demand in the country
in 2009. As a result of being the largest electricity distributor in Argentina in terms of volume and customers, we
have strong bargaining power with respect to many of our operating expenses, and benefit from economies of scale.
We hold a concession to distribute electricity on an exclusive basis to the northwestern zone of the greater
Buenos Aires metropolitan area and the northern portion of the City of Buenos Aires, comprising an area of 4,637
square kilometers and a population of approximately seven million people. In 2009, we sold 18,220 GWh of energy
and purchased 20,676 GWh of energy (including wheeling system purchases), and we recorded net sales of
approximately Ps. 2.1 billion and net income of Ps. 90.6 million. In the six month period ended June 30, 2010, we
sold 9,427 GWh of energy and purchased 10,756 GWh of energy (including wheeling system purchases), and we
recorded net sales of approximately Ps. 1,067.9 million and net loss of Ps. 1.3 million.
We operate our business in a highly regulated environment. Our tariffs and the other terms of our
concession are subject to regulation by the Argentine government, acting through the Secretary of Energy
(Secretaría de Energía) and the ENRE. We generally pass through to our customers the cost of our energy
purchases and charge them a regulated distribution margin, or value-added for distribution (VAD), which is intended
to cover our distribution costs (including depreciation and taxes) and provide us an adequate return on our asset
base. See "Management's Discussion and Analysis of Financial Conditions and Results of Operations--Factors
affecting results of operations--Tariffs."
Recent Developments
Integral Tariff Revision (RTI)
On November 12, 2009, Edenor submitted an integral tariff proposal to ENRE's Board of Directors as
requested by ENRE Resolution No. 467/2008. Our presentation included three different scenarios and related tariff
proposals: two scenarios contemplated in Resolution No. 467/08 of the ENRE and a third one which contemplates a
quality regime and cost of undelivered energy similar to the one currently in effect. Each scenario included the
assumptions on which it was prepared and detailed supporting studies regarding projected demand, demand curve
studies by client category, environmental management plan, capital base study, study of the group of facilities
required to meet the demand of a certain homogeneous market in terms of consumption with the lowest costs
(known as "Sistemas Eléctricos Representativos"), contemplated investment plan, operating costs analysis,
profitability rate analysis, resulting revenue requirement and electricity rate adjustment criterion. Each scenario
assumed the tariff increase would be implemented in three equal semiannual installments.
We anticipate that, once the ENRE has reviewed our integral tariff proposal, it will hold a public hearing on
the proposal, following which we expect that the ENRE will adopt a revised tariff scheme, although no assurances
can be given as to when, if ever, the ENRE will do so or as to what form the revised tariff will take.

1

Controlling Shareholder
We are controlled by our indirect shareholder Pampa Energía S.A., the largest fully integrated electricity
company in Argentina. Pampa Energía owns a 50% interest in the company that controls the principal electricity
transmission company in Argentina, Compañía de Transporte de Energía Eléctrica en Alta Tensión S.A.
(Transener). In addition, Pampa Energía has controlling stakes in five generation plants located in the Salta,
Mendoza, Neuquén and Buenos Aires provinces (Hidroeléctrica Nihuiles, Hidroeléctrica Diamante, Central Térmica
Güemes, Central Térmica Loma de la Lata and Central Piedra Buena). Our direct controlling shareholder,
Electricidad Argentina S.A. (EASA), is an indirectly wholly owned subsidiary of Pampa Energía.
Our strengths
We believe our main strengths are the following:
· We believe we are the largest electricity distributor in Argentina
· We distribute electricity to an attractive and diversified client base in a highly developed area of
Argentina.
· We have substantial experience in the operation of electricity distribution systems with strong
operating performance and efficiency for the characteristics of our concession area.
· We have a well-balanced capital structure.
· We have a stable, committed and seasoned management team.
Our strategy
Our goal is to continue to serve the strong demand in our concession area, while maximizing profitability.
We are seeking to realize this goal through the following key business strategies:
· Complete our tariff renegotiation process.
· Continue to serve our concession area with a high quality of service.
· Undertake a reclassification of our smaller customers by economic activity rather than level of
demand to optimize our tariff base.
· Focus on increasing our operating efficiency and optimizing our level of energy losses.
_______________________
Our principal executive offices are located at Libertador 6363, C1428 Buenos Aires, Argentina, and our
telephone number is + 54-11-4346-5000. Our website is www.edenor.com. Information contained on, or accessible
through, our website is not incorporated by reference in, and shall not be considered part of, this offering
memorandum.
In this offering memorandum, we use the terms "Edenor," "we," "us" and "our" to refer to Empresa
Distribuidora y Comercializadora Norte S.A. We also use throughout this offering memorandum various terms and
abbreviations that are specific to the Argentine electricity industry.

2

THE OFFERING
The following is a summary of certain material provisions of the notes. For a description of the terms of the
notes, see "Description of the Notes." All capitalized terms used in this summary and not defined herein are as
defined in "Description of the Notes."
Issuer
Empresa Distribuidora y Comercializadora Norte S.A.
Aggregate Principal Amount
U.S. $230,301,000
Maturity Date
October 25, 2022
Interest
Interest on the notes will accrue at a rate of 9.75% per year,
payable semiannually in arrears.
Default Interest
Default interest on overdue interest will be payable at a rate of
2% per year plus the interest rate on the notes.
Interest Payment Dates
April 25 and October 25 of each year
Ranking of the Notes
The notes will constitute direct, unconditional, unsecured and
unsubordinated obligations of Edenor ranking at all times at
least pari passu in priority of payment, in right of security upon
liquidation and in all other respects among themselves and with
all other unsecured Indebtedness of Edenor now or hereafter
outstanding, except to the extent that such other Indebtedness
may be preferred by mandatory provisions of applicable law or
subordinated by its terms.
Repurchases
Edenor may at any time and from time to time purchase notes
to the extent permitted by applicable law.
Restrictive Covenants
The notes will be issued pursuant to an indenture that will
contain a number of restrictive covenants that will limit the
ability of Edenor and its Restricted Subsidiaries, if any, to,
among other things:
· create or permit liens on its property or assets;
· incur indebtedness;
· sell its assets;
· enter into transactions with affiliates or shareholders;
· make certain payments (including, but not limited to,
dividends, purchases of Edenor equity or payments on
subordinated debt); and
· enter into merger transactions, unless they meet certain
criteria.
For a more complete explanation of the restrictive covenants
and the exceptions thereto, see "Description of the Notes--
Certain Covenants."
Suspension of Covenants
Many of the restrictive covenants set forth in the Indenture will
be suspended as described in "Description of the Notes--
Certain Covenants--Limitation of Applicability of Certain
Covenants" if (a) Edenor attains an Investment Grade rating on
its long term debt or (b) the Leverage Ratio is equal to or lower

3

Document Outline

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