Argentina’s Largest Electricity Company in $537 Million Debt Restructuring

January 20, 2006

Cleary Gottlieb is representing Empresa Distribuidora y Comercializadora Norte S.A. in its restructuring of $537 million of outstanding financial debt through an exchange offer and solicitation of consents to execute an out-of-court restructuring agreement (known as an acuerdo preventivo extrajudicial or APE) under Argentine bankruptcy law. The exchange offer and consent solicitation are scheduled to expire on February 28.

Creditors holding more than 65% of Edenor’s outstanding financial debt have already signed a support agreement to tender their debt in the exchange offer and submit consents to the APE. Edenor is offering tendering creditors the option to exchange their debt for new 11-year fixed rate par notes, 14-year floating rate par notes and/or a combination of 9-year discount notes and a cash payment subject to pro-ration and reallocation. The offer includes an early tender premium for creditors who validly submit consents and tender their debt on or prior to an early tender deadline, upon which creditors will receive an additional cash payment for accrued and unpaid interest on their outstanding financial debt. Edenor may also seek to obtain Argentine court approval of the APE, which will allow Edenor to force non-tendering creditors to exchange their debt for the new 11-year fixed rate par notes.

Cleary was initially retained by Dolphin Opportunity Fund II to represent it in connection withthe purchase of a controlling interest in Edenor from Electricité de France S.A. Cleary is also representing Edenor’s parent company, Electricidad Argentina S.A. in a separate restructuring of $98.2 million of outstanding debt.

Edenor is the largest electricity distribution company in Argentina in terms of number of customers and volume of electricity sold.