Marval, O?Farrell & Mairal advised Dresdner on structuring a credit facility transaction

On December 14, 2004, Industrias Metalúrgicas Pescarmona S.A.I.C. y F. ("IMPSA") and Corporación IMPSA S.A. (?CORIM?), as Borrowers, CBK Offshore Funding Company B.V. (Dutchco SPV, ?CBK?), as New Facility Lender and Equity Facility Lender, and Dresdner Kleinwort Wasserstein Limited ("Dresdner"), as Intercreditor Agent, entered into certain credit facilities, effective December 17, 2004, for an aggregate principal amount of up to US$85,000,000 as follows: (i) an Equity Facility Loan for an amount of up to US$36,400,000 and (ii) a New Facility Loan for an amount of up to US$48,600,000 (together, the ?Credit Facilities Agreements?).

In order to fund capital contributions under the CBK power project in the Philippines (?CBK Project?), on October 23, 2000, IMPSA and CORIM entered into a credit facilities agreement (the ?Existing Credit Facilities Agreement?) with Banco de Galicia y Buenos Aires S.A., Banco de la Nación Argentina and Banca Nazionale del Lavoro S.A. (the ?Banks?), as lenders and Banco de Galicia y Buenos Aires S.A., also as security agent. The Existing Credit Facilities Agreement provided, inter alia, that the Banks would extend up to US$45,000,000 in credit for the purpose of funding the capital contributions.

Pursuant to the Equity Facility Loan, CBK refinanced all of the outstanding IMPSA debt under the Existing Credit Facilities Agreement. Under the New Facility Loan, CBK disbursed US$48,600,000 in new loans to IMPSA and CORIM to retire existing indebtedness.

In order to secure the faithful and timely performance of all obligations under the Credit Facilities Agreements, each of IMPSA, CORIM and certain of their affiliates, entered into an Assignment in Trust Agreement by means of which the latter assigned and transferred in trust (within the scope of Argentine Law No. 24,441 and Section 2662 of the Argentine Civil Code) to the Intercreditor Agent for the benefit of CBK certain rights they have to receive, certain dividends or amounts so received or to be received from time to time, directly or indirectly, from the CBK Project or as a result of the sale of their direct or indirect interests in the CBK Project (the ?Assigned Rights?).

Recourse against IMPSA and CORIM under the Credit Facilities Agreements would be limited to the Assigned Rights under the Assignment in Trust Agreement, and the general assets of IMPSA and CORIM would not be available to service or secure the debt arising thereof.

Marval, O?Farrell & Mairal, through its partners Ricardo Ramírez Calvo and Pablo Viñals Blake