EXHIBIT 2.5
 EXECUTION
VERSION


IRSA
Propiedades Comerciales S.A.


as
Issuer,


The
Bank of New York Mellon


as
Trustee, Co-Registrar,


Principal Paying
Agent and Transfer Agent,


and


Banco
Santander Río S.A.


as
Registrar, Paying Agent, Transfer Agent and


Representative of
the Trustee in Argentina


INDENTURE


Dated
as of March 23, 2016


US$500,000,000
Global Note Program


For
Notes Due No Less Than 30 Days


From
Date of Original Issue








TABLE
OF CONTENTS





Page





ARTICLE I
GENERAL  2


Section
1.1.
 Definitions.
 2


Section
1.2.
 Agents.
 21





ARTICLE II
SECURITIES  22


Section
2.1.
 Forms.
 22


Section
2.2.
 Form of Trustee’s Certificate of
Authentication.25


Section
2.3.
 Maximum Aggregate Principal Amount of Securities; Terms of
Securities.25


Section
2.4.
 Authentication and Delivery of Securities.
 28


Section
2.5.
 Execution of Securities.
 29


Section
2.6.
 Certificate of Authentication.
 29


Section
2.7.
 Global Securities.
 29


Section
2.8.
 Denomination and Date of Securities.
 30


Section
2.9.
 Payments of Principal and Interest.
 31


Section
2.10.
 Registration, Transfer and Exchange of
Securities.33


Section
2.11.
 Mutilated, Defaced, Destroyed, Stolen and Lost Securities;
Cancellation and Destruction of Securities.40


Section
2.12.
 Purchase and Cancellation.
 41





ARTICLE
III COVENANTS OF IRSA PC  41


Section
3.1.
 Payment of Principal and Interest.
 41


Section
3.2.
 Offices for Payments, etc.
 42


Section
3.3.
 Appointment to Fill a Vacancy in Office of
Trustee.42


Section
3.4.
 Payments and Paying Agents.
 42


Section
3.5.
 Taxation.
 44


Section
3.6.
 Maintenance of Books and Records.
 46


Section
3.7.
 Status and Ranking.
 46


Section
3.8.
 Listing.
 46


Section
3.9.
 Maintenance of Corporate Existence; Properties.47


Section
3.10.
 Compliance with Law.
 47


Section
3.11.
 Reports to Holders.
 47


Section
3.12.
 Other Information.
 48


Section
3.13.
 Notice of Default.
 49


Section
3.14.
 Further Actions.
 49


Section
3.15.
 Suspension of Covenants.
 49


Section
3.16.
 Limitation on Incurrence of Additional
Indebtedness.50


Section
3.17.
 Limitation on Restricted Payments.
 52


Section
3.18.
 Limitation on Liens.
 54


Section
3.19.
 Limitation
on Transactions with Affiliates.54





i


Section
3.20.                                Conduct
of Business.                                                      55


Section
3.21.
 Change of Control.
 55





ARTICLE IV
DEFAULTS AND REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT
OF DEFAULT  57


Section
4.1.
 Events of Default.
 57


Section
4.2.
 Collection of Indebtedness by Trustee.
 59


Section
4.3.
 Application of Proceeds.
 60


Section
4.4.
 Suits for Enforcement.
 61


Section
4.5.
 Restoration of Rights on Abandonment of
Proceedings.61


Section
4.6.
 Limitations on Suits by Securityholders.
 61


Section
4.7.
 Unconditional Right of Securityholders to Institute Certain
Suits.62


Section
4.8.
 Powers and Remedies Cumulative; Delay or Omission Not Waiver of
Default.62


Section
4.9.
 Control by Securityholders.
 62


Section
4.10.
 Waiver of Past Defaults.
 63


Section
4.11.
 Payments after a Default.
 63


Section
4.12.
 Notice of Events of Default.
 63





ARTICLE V
CONCERNING THE TRUSTEE  64


Section
5.1.
 Duties and Responsibilities of the Trustee.
 64


Section
5.2.
 Certain Rights of the Trustee.
 65


Section
5.3.
 Trustee Not Responsible for Recitals, Disposition of Securities or
Application of Proceeds Thereof.67


Section
5.4.
 Trustee and Agents May Hold Securities; Collections,
etc.67


Section
5.5.
 Moneys Held By Trustee.
 68


Section
5.6.
 Compensation and Indemnification of Trustee and Its Prior
Claim.68


Section
5.7.
 Right of Trustee to Rely on Officer’s Certificate,
etc.68


Section
5.8.
 Persons Eligible for Appointment as Trustee.
 69


Section
5.9.
 Resignation and Removal; Appointment of Successor
Trustee.69


Section
5.10.
 Acceptance of Appointment by Successor Trustee.70


Section
5.11.
 Merger, Conversion, Consolidation or Succession to Business of
Trustee.71


Section
5.12.
 Representative of the Trustee in Argentina.71


Section
5.13.
 Application to Agents and to the Representative of the Trustee
in Argentina.72


Section
5.14.
 Application to Agents.
 72





ARTICLE VI
CONCERNING THE SECURITYHOLDERS73


Section
6.1.
 Evidence of Action Taken by Securityholders.
 73


Section
6.2.
 Proof
of Execution of Instruments and of Holding of Securities; Record
Date.73





ii


Section
6.3.                                Holders
to Be Treated as Owners.                                                                           73


Section
6.4.
 Securities Owned by IRSA PC Deemed Not
Outstanding.74


Section
6.5.
 Right of Revocation of Action Taken.
 74


Section
6.6.
 Securityholders’ Meetings.
 75


Section
6.7.
 Preservation of Information; Communications to
Holders.78


Section
6.8.
 Reports
by IRSA PC.
 78





ARTICLE
VII SUPPLEMENTAL INDENTURES  78


Section
7.1.
 Supplemental Indentures Without Consent of
Securityholders.78


Section
7.2.
 Supplemental Indentures With Consent of
Securityholders.80


Section
7.3.
 Effect of Supplemental Indenture.
 81


Section
7.4.
 Documents to Be Given to the Trustee.
 81


Section
7.5.
 Notation on Securities in Respect of Supplemental
Indentures.81


Section
7.6.
 Conformity with Negotiable Obligations Law.
 81





ARTICLE
VIII MERGER, CONSOLIDATION, SALE OR
CONVEYANCE  81


Section
8.1.
 IRSA PC May Consolidate, etc., on Certain Terms.81


Section
8.2.
 Surviving Entity Substituted.
 82


Section
8.3.
 Documents to Trustee.
 83





ARTICLE IX
SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED
MONEYS  83


Section
9.1.
 Satisfaction and Discharge of Indenture.
 83


Section
9.2.
 Application by Trustee of Funds Deposited for Payment of
Securities.84


Section
9.3.
 Repayment of Moneys Held by Paying Agent.
 84


Section
9.4.
 Return of Moneys Held by Trustee and Paying Agent Unclaimed for Two
Years.84





ARTICLE X
REDEMPTION AND REPURCHASE OF
SECURITIES  85


Section
10.1.
 Notice of Redemption; Partial Redemptions.85


Section
10.2.
 Payment of Securities Called for Redemption.86


Section
10.3.
 Exclusion of Certain Securities from Eligibility for Selection for
Redemption.87


Section
10.4.
 Redemption at the Option of IRSA PC for Taxation
Reasons.87





ARTICLE XI
DEFEASANCE  88


Section
11.1.
 IRSA PC’s Option to Effect Total Defeasance or Partial
Defeasance.88


Section
11.2.
 Total Defeasance.
 88


Section
11.3.
 Partial Defeasance.
 89


Section
11.4.
 Conditions
to Total Defeasance and Partial Defeasance.89





iii


Section
11.5.                                Deposit
in Trust; Miscellaneous.                                                                           92


Section
11.6.
 Reinstatement.
 92





ARTICLE
XII MISCELLANEOUS  93


Section
12.1.
 Shareholders, Officers and Directors of IRSA PC Not Subject to
Individual Liability.93


Section
12.2.
 Provisions of Indenture for the Sole Benefit of Parties and
Securityholders.93


Section
12.3.
 Successors and Assigns of IRSA PC Bound by
Indenture.93


Section
12.4.
 Notices and Demands on IRSA PC, Trustee and
Securityholders.93


Section
12.5.
 Officer’s Certificates and Opinions of Counsel; Statements to
Be Contained Therein.95


Section
12.6.
 Payments Due on Non-Business Days.
 96


Section
12.7.
 Governing Law; Consent to Jurisdiction; Waiver of Immunity;
Currency Indemnity.97


Section
12.8.
 Waiver of Jury Trial.
 98


Section
12.9.
 Severability.
 98


Section
12.10.
 Counterparts.
 99


Section
12.11.
 Effect of Headings.
 99


Section
12.12.
 USA PATRIOT Act.
 99











iv





EXHIBITS


Exhibit
A -- Form of Global Security


Exhibit
B -- Form of Certificate Security


Exhibit
C -- Form of Reverse of Securities — Terms and
Conditions


Exhibit
D -- Form of Certificate for Exchange or Transfer from
Rule 144A Global Security to Regulation S Global Security during
the Restricted Period


Exhibit
E -- Form of Certificate for Exchange or Transfer from
Rule 144A Global Security to Regulation S Global Security after the
Restricted Period


Exhibit
F -- Form of Certificate for Exchange or Transfer from
Regulation S Global Security to Rule 144A Global
Security





v





THIS
INDENTURE, dated as of March 23, 2016 (this “Indenture”), among IRSA
Propiedades Comerciales S.A., a sociedad anónima organized
under the laws of the Republic of Argentina (“Argentina”) and domiciled
at Moreno 877, 22nd Floor, (C1091AAQ) City of Buenos Aires,
Argentina (“IRSA
PC”), incorporated, organized and registered with the
Public Registry of Commerce of the City of Buenos Aires (IGJ) on
August 29, 1889, under Number 323, Page 6, Book 85 of the Stock
Corporations Volume, with a term of duration which expires on
August 28, 2087, The Bank of New York Mellon, a corporation
organized under the laws of the State of New York authorized to
conduct a banking business, as trustee (in such capacity, the
“Trustee”), co-registrar
(in such capacity, the “Co-Registrar”), principal
paying agent (in such capacity, the “Principal Paying Agent”,
and together with any other paying agents appointed by IRSA PC in
their respective capacities as such, the “Paying Agents”) and
transfer agent (in such capacity, a “Transfer Agent”, and
together with any other transfer agents appointed by IRSA PC in
their respective capacities as such, the “Transfer Agents”), and
Banco Santander Río S.A., a bank duly incorporated and
existing under the laws of Argentina, as registrar (in such
capacity, the “Registrar”), Paying
Agent, Transfer Agent and representative of the Trustee in
Argentina (in such capacity, the “Representative of the Trustee in
Argentina”).


W I T N
E S S E T H :


WHEREAS, IRSA PC
has duly authorized, by resolution of its shareholders at meetings
held on October 31, 2011, October 31, 2013, March 26, 2015 and
October 30, 2015 and resolution of its Board of Directors at
meetings held on July 23, 2012, March 17, 2014, July 28, 2015 and
January 6, 2016, its Global Note Program (the “Program”) for the
issuance from time to time of up to an aggregate principal amount
outstanding at any one time of US$500,000,000 (or its equivalent in
other currencies) of debt securities (the “Securities”) in one or
more series as may be determined by IRSA PC from time to time;
provided,
however, that the
total amount of the Program and the maximum aggregate principal
amount of Securities of all Series that may be Outstanding at any
one time under this Indenture may be increased by a resolution of
the shareholders of IRSA PC and without the consent of the
Holders;


WHEREAS, the
Program has been authorized by the Argentine Comisión Nacional de Valores (the
“CNV”)
(National Securities Commission) by its Resolution No. 17,375 dated
June 18, 2014 and Resolution No. 17,775 dated August 21,
2015;


WHEREAS, the
Securities will qualify as “obligaciones negociables simples no
convertibles” under Argentine Law No. 23,576, as
amended (the “Negotiable Obligations
Law”), Argentine Law No. 26,831 (the
“Capital Markets
Law”) and the rules of the CNV;


WHEREAS, IRSA PC
has duly authorized the execution and delivery of this Indenture to
provide, among other things, for the authentication, delivery and
administration of Securities issued on and after the date
hereof;


1


WHEREAS, the
Trustee has agreed to act as Trustee under this Indenture on the
following terms and conditions; and


WHEREAS, all things
necessary to make this Indenture a valid indenture and agreement
according to its terms have been done.


NOW,
THEREFORE, in consideration of the premises and the purchases of
the Securities by the Holders (as defined below) thereof, IRSA PC
and the Trustee mutually covenant and agree for the equal and
proportionate benefit of the Holders from time to time of the
Securities as follows:


ARTICLE
I





GENERAL


Section
1.1.  Definitions.


The following
terms (except as otherwise expressly provided or unless the context
otherwise clearly requires) for all purposes of this Indenture and
of any indenture supplemental hereto shall have the respective
meanings specified in this Section 1.1. References to the
schedules and exhibits shall be construed to refer to the schedules
and exhibits to this Indenture. The words “herein”,
“hereof” and “hereunder” and other words of
similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision. The terms defined
in this Article I
have the meanings assigned to them in this Article I and include the
plural as well as the singular.


“Acquired Indebtedness”
means Indebtedness of a Person existing at the time such Person
merges or consolidates with IRSA PC or is assumed by IRSA PC in
connection with the acquisition of assets from such Person. Such
Indebtedness will be deemed to have been Incurred at the time such
Person merges or consolidates with IRSA PC or at the time such
Indebtedness is assumed by IRSA PC in connection with the
acquisition of assets from such Person.


“Additional Amounts” has
the meaning set forth in ‎Section 3.5.


“Additional Securities”
means, with respect to a Series of Securities, additional
Securities of such Series that IRSA PC may create and issue from
time to time without the consent of the Holders of the Securities
of such Series; provided that: (i) the creation and issuance of
such Additional Securities are permitted pursuant to the terms of
such Series of Securities established pursuant to Section 2.3; (ii) such
Additional Securities have the same terms and conditions as the
Securities of the relevant Series (except for the date of issue,
the issue price, the applicable legends, the date from which
interest accrues and, if applicable, the first payment of
interest); and provided further that: if the Additional Securities
are not fungible for U.S. federal income tax purposes with the
previously outstanding Securities of the relevant Series, such
Additional Securities shall have a separate CUSIP number. Such
Additional Securities shall be consolidated with and form a single
Series with the previously outstanding Securities of such
Series.


2


“Affiliate” means, with
respect to any specified Person, any other Person who directly or
indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, such specified
Person. The term “control” means the possession,
directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract or
otherwise. For purposes of this definition, the terms
“controlling,” “controlled by” and
“under common control with” have correlative
meanings.


“Agent” or
“Agents” means any
Registrar, Co-Registrar, Transfer Agent, Paying Agent, Calculation
Agent, Exchange Rate Agent or other agent appointed by IRSA PC
pursuant to this Indenture.


“Amortized Face Amount”
means, with respect to the optional redemption of an Original Issue
Discount Security, an amount equal to the sum of (i) the issue
price of such Security (as set forth therein) and (ii) the product
of the accrual yield specified in the terms of such Security
established as set forth in Section 2.3 hereto related to
the Securities of such Series (compounded annually) and the issue
price from (and including) the issue date to (but excluding) the
Redemption Date (or, in the case of an early redemption for
taxation reasons, the Redemption Date) and computed in accordance
with generally accepted United States bond yield computation
principles, but in no event will the Amortized Face Amount exceed
the principal amount of such Security due at Stated Maturity
thereof, together with any accrued but unpaid interest and any
Additional Amounts to the Redemption Date (which date may be
required to be an Interest Payment Date if so specified in the
terms of such Securities established as set forth in Section 2.3
hereto).


“Applicable Tax Law” has
the meaning set forth in Section 3.1(b).


“Argentina” means the
Republic of Argentina.


“Argentine Companies Law”
means the Argentine Law No. 19,550, as amended and supplemented
from time to time (Ley de
Sociedades Comerciales).


“Argentine Taxes” has the
meaning set forth in ‎Section 3.5.


“Argentine Discount Bonds”
means the Discount Bonds due December 2033 denominated in U.S.
dollars, euro and Pesos, issued by Argentina.


“Argentine Par Bonds”
means the Par Bonds due December 2038 denominated in U.S. dollars,
euro and Pesos, issued by Argentina.


“Asset Acquisition”
means:


(1) an
investment by IRSA PC or any Subsidiary in any other Person
pursuant to which such Person becomes a Subsidiary, or is merged
with or into IRSA PC or any Restricted Subsidiary; or





3


(2)           the
acquisition by IRSA PC or any Subsidiary of the assets of any
Person (other than a Subsidiary of IRSA PC) which constitute all or
substantially all of the assets of such Person or comprises any
division or line of business of such Person or any other properties
or assets of such Person other than in the ordinary course of
business.


“Asset Sale” means any
direct or indirect sale, disposition, issuance, conveyance,
transfer, lease, assignment or other transfer, including a sale and
leaseback transaction (each, a “disposition”) by IRSA PC
or any Subsidiary of:


(a) any
Capital Stock of any Subsidiary (but not Capital Stock of IRSA PC);
or


(b) any
property or assets (other than cash or cash equivalents or Capital
Stock of IRSA PC) of IRSA PC or any Subsidiary;


Notwithstanding the
foregoing, the following items will not be deemed to be Asset
Sales:


(1)
 the disposition of
all or substantially all of the assets of IRSA PC and its
Subsidiaries as permitted under Article VIII;


(2)
 sales, leases,
conveyances or other dispositions, including, without limitation,
exchanges or swaps of real estate (including properties under
development for sale and completed properties for sale) in the
ordinary course of business;


(3)
 a disposition to
IRSA PC or a Subsidiary, including a Person that is or will become
a Subsidiary immediately after the disposition;


(4)
 any transaction
that involves assets or Capital Stock of a Subsidiary of IRSA PC
having a Fair Market Value of less than US$2,000,000 (or the
equivalent thereof in another currency at the time of
determination);


(5)
 an issuance or sale
of Capital Stock by a Subsidiary of IRSA PC that is offered on a
pro rata basis to IRSA PC and its Subsidiaries, on the one hand,
and minority holders of Capital Stock of a Subsidiary, on the other
hand (or on less than a pro rata basis to any minority
holder);


(6)
 any sale or other
disposition of damaged, worn-out, obsolete or no longer useful
assets or properties in the ordinary course of
business;


(7)
 any sale or other
disposition of assets received by IRSA PC or any of its
Subsidiaries upon the foreclosure on a Lien in the ordinary course
of business;


(8)
 any transfer,
assignment or other disposition deemed to occur in connection with
creating or granting any Permitted Lien;





4


a
disposition of accounts receivable in connection with a Receivables
Transaction; and


(9)
 the good
faith surrender or waiver of contract rights, tort claims or
statutory rights in connection with a settlement.


“Asset Sale Transaction”
means any Asset Sale and, whether or not constituting an Asset
Sale, (1) any sale or other disposition of Capital Stock and (2)
any sale or other disposition of property or assets excluded from
the definition of Asset Sale.


“Authorized Person” means
(i) in the case of the execution of any Security on behalf of IRSA
PC, a member of the Board of Directors and a member of the
Supervisory Committee of IRSA PC, and (ii) in the case of any other
action to be taken by or on behalf of IRSA PC pursuant hereto, any
Officer of IRSA PC duly authorized in writing to take actions under
this Indenture on behalf of IRSA PC and notified to the Trustee in
writing.


“Board of Directors”
means, as to IRSA PC, the board of directors, management committee
or similar governing body of such Person or any duly authorized
committee thereof.


“Business Day” means, with
respect to any Series of Securities, unless otherwise specified in
the terms of such Securities established as set forth in
Section 2.3 hereto
related to the Securities of such Series, any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on
which commercial banks are authorized or required by law,
regulation or executive order to close in New York City or the City
of Buenos Aires; provided that, with respect to
Securities denominated in a Specified Currency other than U.S.
dollars, “Business
Day” shall also not be a day on which commercial banks
are authorized or required by law, regulation or executive order to
close in the principal financial center of the country issuing the
Specified Currency (or, if the Specified Currency is the euro, such
day is also a day on which the Trans-European Automated Real Time
Gross Settlement Express Transfer (“TARGET”) System is open;
and provided further, that, with respect to a LIBOR Note (as
defined in Exhibit
C hereto), “Business Day” shall also
be a London Banking Day.


“Calculation Agent” means,
with respect to any Securities of a Series, the Person specified in
the terms of such Securities established as set forth in
Section 2.3 hereto,
and any successors and assigns thereto.


“Capital Markets Law” has
the meaning set forth in the third recital to this
Indenture.


“Capital Stock”
means:


(1)
 with respect to any
Person that is a corporation, any and all shares, interests,
participations or other equivalents (however designated and whether
or not voting) of corporate stock, including each class of Common
Stock and Preferred Stock of such Person;





5


with
respect to any Person that is not a corporation, any and all
partnership or other equity or ownership interests of such Person;
and


(2)
 any warrants,
rights or options to purchase any of the instruments or interests
referred to in clause (1) or (2) above.


“Capitalized Lease
Obligations” means, as to any Person, the obligations
of such Person under a lease that are required to be classified and
accounted for as capital lease obligations under IFRS. For purposes
of this definition, the amount of such obligations at any date will
be the capitalized amount of such obligations at such date,
determined in accordance with IFRS.


“Certificated Security”
means a Security issued in certificated, non-global form,
substantially in the form of Exhibit B hereto, or such other
form as shall be established pursuant to Section 2.1 with respect to a
particular Series of Securities.


“Change in Tax Law” has
the meaning set forth in Section 10.4.


“Change of Control” shall
be deemed to occur if any Person (as defined below) or Group other
than one or more of the Permitted Holders is or becomes the
Beneficial Owner (as defined below), directly or indirectly, in the
aggregate of more than 50% of the total voting power of the Voting
Stock of IRSA PC and such other Person or Group is entitled to
elect a majority of the Board of Directors of IRSA PC (including a
Surviving Entity, if applicable).


For
purposes of this definition:


(a) “Beneficial
Owner” will have the meaning specified in Rules 13d-3
and 13d-5 under the Exchange Act;


(b) “Person”
will have the meaning for “person” as used in Sections
13(d) and 14(d) of the Exchange Act; and


(c) the
Permitted Holders or any other Person or Group will be deemed to be
Beneficial Owners of any Voting Stock of a corporation held by any
other corporation (the “parent corporation”) so
long as the Permitted Holders or such other Person or Group, as the
case may be, beneficially own, directly or indirectly, in the
aggregate at least 50% of the voting power of the Voting Stock of
the parent corporation.


“Change of Control
Payment” has the meaning set forth under Section 3.21.


“Change of Control Payment
Date” has the meaning set forth under Section 3.21.


“Change of Control Triggering
Event” means the occurrence of both a Change of
Control and a Rating Decline.


“Clearstream” means
Clearstream Banking, société anonyme.


6


“CNV” has the meaning set
forth in the second recital to this Indenture.


“Code” means the United
States Internal Revenue Code of 1986, as amended as of the date
hereof.


“Commodity or Raw Material
Agreement” means any commodity or raw material futures
contract, commodity or raw materials option, or any other agreement
designed to protect against or manage exposure to fluctuations in
commodity or raw materials prices.


“Common Depositary” means
a bank or a bank branch outside of the United States as designated
by Euroclear and Clearstream to serve as common depositary for any
Euroclear/Clearstream Global Security.


“Common Stock” of any
Person means any and all shares, interests or other participations
in, and other equivalents (however designated and whether voting or
non-voting) of such Person’s common equity interests, whether
outstanding on the Issue Date or issued after the Issue Date, and
includes, without limitation, all series and classes of such common
equity interests.


“Company Order” means a
written statement, request or order of IRSA PC signed in its name
by an Officer of IRSA PC, and delivered to the
Trustee.


“Consolidated EBITDA” of
any Person means, on any date of determination, on a consolidated
basis, the sum of the following, without duplication:


(1)
 Consolidated
operating income of such Person and its Subsidiaries for the twelve
(12)-month period ending on the fiscal quarter immediately
preceding such date of determination, plus


(2)
 Depreciation and
amortization and any other Consolidated Non-cash Charges of such
Person and its Subsidiaries (to the extent deducted in determining
consolidated operating income) for such period,


in each
case, as determined in accordance with IFRS.


“Consolidated Interest Coverage
Ratio” means, for any Person as of any date of
determination, the ratio of the aggregate amount of Consolidated
EBITDA of such Person and its Subsidiaries for the four most recent
full fiscal quarters for which financial statements are available
ending prior to the date of such determination (the “Four
Quarter Period”) to Consolidated Interest Expense for such
Person for such Four Quarter Period. For purposes of this
definition, “Consolidated EBITDA” and
“Consolidated Interest Expense” will be calculated
after giving effect on a pro forma basis in accordance with
Regulation S-X under the Securities Act for the period of such
calculation to:


(1) the
Incurrence or repayment or redemption of any Indebtedness
(including Acquired Indebtedness) of such Person or any of its
Subsidiaries, and the application of the proceeds thereof,
including the Incurrence of any Indebtedness (including Acquired
Indebtedness), and the application of





7


the
proceeds thereof, giving rise to the need to make such
determination, occurring during such Four Quarter Period or at any
time subsequent to the last day of such Four Quarter Period and on
or prior to such date of determination, to the extent, in the case
of an Incurrence, such Indebtedness is outstanding on the date of
determination, as if such Incurrence and the application of the
proceeds thereof, and any repayment or redemption of any
Indebtedness occurred on the first day of such Four Quarter Period;
and


(2) any Asset
Sale Transaction or Asset Acquisition by such Person or any of its
Subsidiaries, including any Asset Sale Transaction or Asset
Acquisition giving rise to the need to make such determination
occurring during the Four Quarter Period or at any time subsequent
to the last day of the Four Quarter Period and on or prior to such
date of determination, as if such Asset Sale Transaction or Asset
Acquisition occurred on the first day of the Four Quarter
Period.


Furthermore, in
calculating “Consolidated Interest Expense” for
purposes of determining the denominator (but not the numerator) of
this “Consolidated Interest Coverage
Ratio,”


(a) interest
on outstanding Indebtedness determined on a fluctuating basis as of
the date of determination and which will continue to be so
determined thereafter will be deemed to have accrued at a fixed
rate per annum equal to the rate of interest on such Indebtedness
in effect on such date of determination;


(b) if
interest on any Indebtedness actually Incurred on such date of
determination may optionally be determined at an interest rate
based upon a factor of a prime or similar rate, a eurocurrency
interbank offered rate, or other rates, then the interest rate in
effect on such date of determination will be deemed to have been in
effect during the Four Quarter Period;


(c) notwithstanding
clause (a) above, interest on Indebtedness determined on a
fluctuating basis, to the extent such interest is covered by
Hedging Transactions, will be deemed to accrue at the rate per
annum resulting after giving effect to the operation of such
agreements;


(d) interest
on a Capitalized Lease Obligation shall be deemed to accrue at an
interest rate reasonably determined by a responsible financial or
accounting officer of IRSA PC to be the rate of interest implicit
in such Capital Lease Obligation in accordance with IFRS;
and


(e) for
purposes of making the computation referred to above, interest on
any Indebtedness under a revolving credit facility computed on a
pro forma basis shall be computed based upon the average daily
balance of such Indebtedness during the applicable
period.





8


“Consolidated Interest
Expense” means, for any Person for any period, the
cash and non-cash interest expense of such Person and its
Subsidiaries for such period, net of all interest income for such
period, determined on a consolidated basis in accordance with
IFRS.


“Consolidated Non-cash
Charges” means, for any Person for any period, the
aggregate depreciation, amortization and other non-cash expenses or
losses of such Person and its Subsidiaries for such period,
determined on a consolidated basis in accordance with
IFRS.


“Consolidated Tangible
Assets” means, for any Person at any time, the total
consolidated assets of such Person and its Subsidiaries as set
forth on the balance sheet as of the most recent fiscal quarter of
such Person, prepared in accordance with IFRS, less Intangible
Assets.


“Control” of any Person
means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of such
Person, whether through the ability to exercise voting power, by
contract or otherwise.


“Co-Registrar” has the
meaning set forth in the preamble to this Indenture and any
successors and assigns thereto.


“Corporate Trust Office”
means in the case of the Trustee or the Registrar, the office of
the Trustee or the Registrar at which the corporate trust business
of the Trustee or Registrar, as the case may be, shall, at any
particular time, be principally administered, which office, in the
case of the Trustee, is located on the date hereof at 101 Barclay
Street, 7E, New York, New York 10286, Attention: Corporate Trust
Department, and means, in the case of the Registrar, the office or
agency of the Registrar at which at any particular time the
corporate trust business of the Registrar shall be principally
administered, which office, at the date of this Indenture is
located at Bartolomé Mitre 480, 11th Floor, City of Buenos
Aires, Argentina, or such other location as the Trustee or the
Registrar may advise IRSA PC in writing.


“Covenant Suspension
Event” has the meaning set forth in ‎Section 3.15.


“Currency Agreement”
means, in respect of any Person, any foreign exchange contract,
currency swap agreement or other similar agreement as to which such
Person is a party designed to hedge foreign currency risk of such
Person.


“Dealer” means any dealer,
underwriter, selling or placement agent or similar entity named in
any program, underwriting, subscription, distribution, syndicated
trade or similar agreement executed in connection with any issuance
and sale of Securities. Unless the context otherwise requires, the
term “Dealer” shall be deemed to include any purchaser
of a Security of any Series which is not otherwise a Dealer and
purchases such Security directly from IRSA PC.


“Deeply Subordinated
Indebtedness” means all Indebtedness of IRSA PC (1)
which will not have the benefit of any negative pledge covenant,
collateral or security


9


interest, (2) the
terms of which provide that, in the event that (a) an installment
of interest with respect to such Indebtedness is not paid on the
applicable interest payment date or (b) the principal of, or
premium, if any, on any such Indebtedness is not paid on the stated
maturity or other date set for redemption, then the obligation to
make such payment on such interest payment date, maturity date or
other redemption date will not be a default under such Indebtedness
until after the maturity date of the Securities of any Series, and
(3) the terms of which provide that no amount will be payable in
bankruptcy, liquidation or any similar proceeding with respect to
IRSA PC until all claims of senior creditors of IRSA PC, including,
without limitation, the Holders of the Securities, admitted in such
proceeding have been satisfied.


“Defeasance Trustee” has
the meaning set forth in ‎Section 11.4.


“Default” means an event
or condition the occurrence of which is, or with the lapse of time
or the giving of notice or both would be, an Event of
Default.


“Depositary” means any of
DTC, Euroclear or Clearstream or any other depositary institution
hereinafter appointed by IRSA PC that is a clearing agency
registered under the Exchange Act or other applicable statute or
legislation.


“Dollar Equivalent” with
respect to any currency other than U.S. dollars means the amount of
U.S. dollars obtained by converting such other currency into U.S.
dollars at the Exchange Rate for the applicable Payment Date or the
date for which such amount is otherwise required to be
determined.


“DTC” means The Depository
Trust Company (or its successors).


“DTC Global Security”
means a Global Security deposited with a custodian for, and
registered in the name of a nominee of, DTC.


“Euroclear” means
Euroclear Bank S.A./N.V., as operator of the Euroclear System, and
its successors.


“Euroclear/Clearstream Global
Security” means a Global Security deposited with a
Common Depositary for, and registered in the name of a nominee of,
Euroclear and/or Clearstream.


“Euro MTF” has the meaning
set forth in ‎Section
3.2.


“Event of Default” means
any event or condition specified as such in ‎Section 4.1.


“Exchange Act” means the
United States Securities Exchange Act of 1934 (or any successor
statute), as amended, and the rules and regulations of the SEC
promulgated thereunder.


“Exchange Rate” has the
meaning set forth in ‎Section 2.3(i).


10


“Exchange Rate Agent”
means, with respect to a Series of Securities denominated or
payable in a Specified Currency other than U.S. dollars, the Person
specified in the terms of such Securities established as set forth
in Section 2.3
hereto, and any successors and assigns thereto.


“Fair Market Value” means,
with respect to any asset, the price (after deducting any
liabilities relating to such assets) which could be negotiated in
an arm’s-length free market transaction, for cash, between an
informed and willing seller and an informed and willing buyer,
neither of which is under any compulsion to complete the
transaction; provided that the Fair Market
Value of any such asset or assets will be determined conclusively
by the Board of Directors of IRSA PC acting in good faith; and
provided further that with respect to any asset having a price less
than US$10,000,000 (or the equivalent thereof in another currency
at the time of determination), only the good faith determination of
IRSA PC’s senior management shall be required.


“FATCA” means (a) Sections
1471 to 1474 of the Code (including regulations and official
guidance thereunder), (b) any successor version thereof that is
substantially comparable and not materially more onerous to comply
with, (c) any agreement entered into pursuant to Section 1471 (b)
of the Code or (d) any law, regulation, rule or practice
implementing an intergovernmental agreement entered into in
connection with the implementation of such Sections of the
Code.


“Fitch” means Fitch
Ratings Ltd. and its successors and assigns.


“Fourth Quarter Period”
has the meaning set forth in the definition of Consolidated
Interest Coverage Ratio.


“Global Security” means a
Security issued in global form and registered in the name of a
Depositary or its nominee, substantially in the form of
Exhibit A hereto,
or such other form established pursuant to Section 2.1 with respect
to a particular Series of Securities. The term “Global
Security” includes any Rule 144A Global Security, Regulation
S Global Security or Unrestricted Global Security (whether such
Security is a DTC Global Security or an Euroclear/Clearstream
Global Security).


“Government Agency” means
any public legal entity or public agency, created by federal, state
or local government, or any other legal entity now existing or
hereafter created, or now or hereafter owned or controlled,
directly or indirectly, by any public legal entity or public
agency, including any central bank.


“Group” means two or more
Persons that act together as a partnership, limited partnership,
syndicate or other group for the purpose of acquiring, holding,
voting or disposing of Capital Stock of another
Person.


“Hedging Transactions”
means the obligations of any Person pursuant to any Interest Rate
Agreement, Currency Agreement or Commodity or Raw Material
Agreement.


11


“Holder”,
“Holder of
Securities”, “Securityholder” or other
similar terms mean, with respect to any Security, the Person in
whose name at the time such Security is registered in the
Register.


“IFRS” means International
Financial Reporting Standards, as issued by the International
Accounting Standards Board, as in effect from time to
time.


“Incur” means, with
respect to any Indebtedness or other obligation of any Person, to
create, issue, incur (including by conversion, exchange or
otherwise), assume, guarantee or otherwise become liable in respect
of such Indebtedness or other obligation on the balance sheet of
such Person (and “Incurrence,”
“Incurred” and
“Incurring” will have
meanings correlative to the preceding).


“Indebtedness” means, with
respect to any Person, without duplication: (a) all obligations of
such Person for borrowed money; (b) all obligations of such Person
evidenced by bonds, debentures, notes or other similar instruments;
(c) all obligations of such Person under any lease that are
required to be classified and accounted for as capital lease
obligations under IFRS; (d) all obligations of such Person issued
or assumed as the deferred purchase price of property or services,
all conditional sale obligations and all obligations under any
title retention agreement (but excluding accounts payable and other
accrued liabilities arising in the ordinary course of business);
(e) all obligations due and payable under letters of credit,
banker’s acceptances or similar credit transactions,
including reimbursement obligations in respect thereof; (f)
guarantees of such Person in respect of Indebtedness referred to in
clauses (a) through (e) above and clause (g) below; and (g) all
Indebtedness of any other Person of the type referred to in clauses
(a) through (f) which is secured by any Lien on any property or
asset of such Person.


“Indenture” means this
instrument as originally executed and delivered or, if amended or
supplemented as herein provided, as so amended or supplemented or
both, and such term shall include any such amendment or supplement
as well as the forms and terms of particular Securities established
as contemplated hereunder.


“Independent Financial
Advisor” means an accounting firm, appraisal firm,
investment banking firm or consultant of recognized standing that
is, in the judgment of IRSA PC’s Board of Directors,
qualified to perform the task for which it has been engaged and
which is independent in connection with the relevant
transaction.


“Intangible Assets” means
with respect to any Person, all unamortized debt discount and
expense, unamortized deferred charges, goodwill, patents,
trademarks, service marks, trade names, copyrights and all other
items which would be treated as intangibles on the consolidated
balance sheet of such Person prepared in accordance with
IFRS.


“Interest Payment Date”
means, with respect to each Series of Securities, any date
designated for the payment of interest on such
Securities.


“Interest Rate Agreement”
of any Person means any interest rate hedging agreement (including,
without limitation, interest rate swaps, caps, floors,
collars,


12


derivative
instruments and similar agreements) and/or other types of hedging
agreements designed to hedge interest rate risk of such
Person.


“Investment Grade Rating”
means a rating equal to or higher than (i) Baa3 (or the equivalent)
by Moody’s, and its successors and assigns or (ii) BBB–
(or the equivalent) by S&P or Fitch, and their successors and
assigns; in each case at international level.


“IRSA PC” has the meaning
set forth in the preamble to this Indenture.


“Issue Date” means the
first date of issuance of Securities under this
Indenture.


“Lien”
means any lien, mortgage, pledge, security interest or similar
encumbrance.


“London Banking Day” means
any day on which dealings in deposits in U.S. dollars are
transacted in the London interbank market.


“MAE” means the Mercado
Abierto Electrónico S.A.


“Merval” means the Mercado
de Valores de Buenos Aires S.A.


“Moody’s” means
Moody’s Investors Service, Inc. and its successors and
assigns.


“Negotiable Obligations
Law” has the meaning set forth in the third recital to
this Indenture.


“Offering Memorandum”
means (i) the Offering Memorandum dated March 17, 2016 and (ii) the
Prospecto dated February 5, 2016 and prepared by IRSA PC in
connection with the Program, as the same may be amended or
supplemented from time to time by Pricing Supplements relating to
specific Series of Securities or otherwise.


“Officer” means, when used
in connection with any action to be taken by IRSA PC, the Chairman
of the Board, the Chief Executive Officer, the Chief Financial
Officer, and any member of the Board of Directors of IRSA
PC.


“Officer’s
Certificate” means, when used in connection with any
action to be taken by IRSA PC, a certificate signed by an Officer
of IRSA PC and delivered to the Trustee.


“Opinion of Counsel” means
an opinion in writing signed by legal counsel who, unless otherwise
indicated, may be an employee of or counsel to IRSA PC, and who
shall be reasonably acceptable to the Trustee.


“Original Issue Date” of
any Security (or portion thereof) means the earlier of (a) the date
of such Security or (b) the date of any Security (or portion
thereof) for which such Security was issued (directly or
indirectly) on registration of transfer or exchange or in
substitution.


13


“Original Issue Discount
Security” has the meaning set forth in Exhibit C hereto.


“Outstanding” when used
with reference to Securities, subject to the provisions of ‎Section 6.4, shall mean, as
of any particular time, all Securities authenticated and delivered
by the Trustee under this Indenture, except:


(1)
 Securities
theretofore cancelled by the Trustee or delivered to the Trustee
for cancellation;


(2)
 Securities or
portions thereof that have been called for redemption in accordance
with their terms or which have become due and payable at maturity
or otherwise and with respect to which monies sufficient to pay the
principal thereof and any premium, interest, Additional Amounts or
other amount thereon shall have been therefor deposited with the
Trustee; provided
that if such Securities are to be redeemed, notice of such
redemption has been duly given pursuant to this Indenture or
provision therefor satisfactory to the Trustee has been made;
or


(3)
 Securities in lieu
of or in substitution for which other Securities shall have been
authenticated and delivered pursuant to ‎Section
2.11.


“Paying Agents” has the
meaning set forth in the preamble to this Indenture and any
successors and assigns thereto.


“Payment Date” means, with
respect to each Series of Securities, each Interest Payment Date,
the date on which payment of principal, interest or any other
amount is due or any date fixed for redemption or repurchase of the
Securities of such Series.


“Permitted Business” means
any business or activity in which IRSA PC or any of its
Subsidiaries or Affiliates is directly or indirectly engaged
(including though the ownership of Capital Stock) on the Issue
Date, any real estate or retail business or activity and/or any
business or activity related, ancillary or complementary to any of
the foregoing including, without limitation, any such activities
outside of Argentina.


“Permitted Holders” means
any one or more of (i) Eduardo S. Elsztain, Saúl Zang and
Alejandro G. Elsztain and their respective parents, brothers,
sisters, children and other family members and any of the
descendants, heirs, legatees and successors and any spouses or
former spouses of any of the foregoing, (ii) any estate, guardian,
custodian and other legal representative of any of the foregoing
and (iii) any Affiliates of any of the foregoing or any other
Persons (including any trust, partnership or other entity)
controlled by or for the benefit of any of the
foregoing.


“Permitted Indebtedness”
has the meaning set forth under clause ‎(2) of ‎Section
3.16.


“Permitted Lien”
means:


(a) any
Lien existing on the Issue Date;


14


(b) any
landlord’s, workmen’s, carriers’,
warehousemen’s, mechanics’, materialmen’s,
repairmen’s or other Liens arising in the ordinary course of
business;


(c)
pledges or deposits under workers’ compensation laws,
unemployment insurance laws or similar legislation, or good faith
deposits in connection with bids, tenders, contracts or leases, or
deposits to secure public or statutory obligations or deposits of
cash or government bonds to secure surety or appeal bonds, or
deposits as security for contested taxes or import or customs
duties or for the payment of rent, in each case Incurred in the
ordinary course of business;


(d)
Liens in favor of issuers of surety or performance bonds or letters
of credit or bankers’ acceptances or similar obligations
issued in the ordinary course of business;


(e)
encumbrances, ground leases, easements or reservations of, or
rights of others for, licenses, rights of way, sewers, electric
lines, telegraph and telephone lines and other similar purposes, or
zoning, building codes or other restrictions (including, without
limitation, minor defects or irregularities in title and similar
encumbrances) as to the use of real properties or Liens incidental
to the conduct of the business of IRSA PC or to the ownership of
its properties that do not in the aggregate materially adversely
affect the value of said properties or materially impair their use
in the operation of the business of IRSA PC;


(f)
Liens securing Hedging Transactions otherwise permitted under this
Indenture;


(g)
leases, licenses, subleases and sublicenses of assets (including,
without limitation, real property and intellectual property rights)
that do not materially interfere with the ordinary conduct of the
business of IRSA PC;


(h) any
Lien securing Indebtedness incurred or assumed for the purpose of
financing all or any part of the cost of constructing, acquiring or
improving any asset, which Lien attaches to such asset or to other
assets of IRSA PC or any of its Subsidiaries concurrently with or
within 180 days after the acquisition or the completion of the
construction or improvement thereof;


(i) any
Lien in favor of IRSA PC or any of its Subsidiaries;


(j) any
Lien on any asset or property (including Capital Stock) (1)
existing thereon at the time of acquisition of such asset or
property or (2) of any Person, at the time such Person is acquired
by, or is merged or otherwise consolidated or combined with or
into, IRSA PC or any of its Subsidiaries;


(k) any
Lien securing an extension, renewal or refunding of Indebtedness
secured by a Lien permitted hereunder; provided that such new Lien is
limited to the property which was subject to the prior Lien
immediately before such extension, renewal or refunding; and
provided further that the principal amount of Indebtedness secured
by the prior Lien immediately before such extension, renewal or
refunding is not increased;


15


(l) (1)
any inchoate Lien for taxes, assessments or governmental charges or
levies not yet due (including any relevant extensions) or contested
in good faith, (2) any Lien arising or incurred in connection with
judgments or assessments under circumstances not constituting an
Event of Default or (3) any tax or statutory Lien or any Lien
arising by operation of law;


(m)
Liens arising in connection with Receivables Transactions;
and


(n) any
additional Lien; provided that on the date of
the creation or assumption of such Lien, the Indebtedness secured
by such Lien, together with all of IRSA PC’s Indebtedness
secured by any Lien under this clause (n), will have an aggregate
principal amount outstanding of no greater than 15% of IRSA
PC’s total consolidated assets as set forth in the
consolidated financial statements for its most recent fiscal
quarter.


“Person” means an
individual, partnership, limited partnership, corporation, company,
limited liability company, unincorporated organization, trust or
joint venture, or a governmental agency or political subdivision
thereof.


“Ps.” and
“Pesos”
means the currency of Argentina.


“Preferred Stock” of any
Person means any Capital Stock of such Person that has preferential
rights over any other Capital Stock of such Person with respect to
dividends, distributions or redemptions or upon
liquidation.


“Pricing Supplement” means
a pricing supplement to the Offering Memorandum setting forth
details of the terms of the Securities of a Series to be issued,
which may be in (i) the form annexed to the Offering Memorandum or
(ii) such other form as may be agreed between IRSA PC and the
relevant Dealers (and, to the extent that their respective duties
or obligations are affected thereby, the Trustee and
Agents).


“principal” whenever used
with reference to the Securities or any Security or any portion
thereof, shall be deemed to include premium, if any, and redemption
amount, if any, and in the case of Original Issue Discount
Securities, the Amortized Face Amount or other amount payable in
respect thereof.


“Principal Paying Agent”
has the meaning set forth in the preamble to this Indenture and any
successors and assigns thereto.


“Process Agent” has the
meaning set forth in ‎Section 12.7.


“Program” has the meaning
set forth in the first recital of this Indenture.


“Purchase Money
Indebtedness” means Indebtedness Incurred for the
purpose of financing all or any part of the purchase price, or
other cost of construction or improvement of any property;
provided that the
aggregate principal amount of such Indebtedness does not exceed the
lesser of the Fair Market Value of such property or such purchase
price or cost, including any Refinancing of such Indebtedness that
does not


16


increase the
aggregate principal amount (or accreted amount, if less) thereof as
of the date of Refinancing.


“Qualified Institutional
Buyer” means a qualified institutional buyer within
the meaning of Rule 144A.


“Qualified Merger
Jurisdiction” means any of (i) Argentina; (ii) the
United States, any State thereof or the District of Columbia; (iii)
any member state of the European Union; or (iv) any other
nation that has an Investment Grade Rating on its sovereign debt
rating from two or more Rating Agencies.


“Rating Agency” means any
one of Moody’s, S&P or Fitch, or their respective
successors.


“Rating Decline” shall be
deemed to have occurred if within ninety (90) days after the date
of public notice of a Change of Control or, if earlier, of IRSA
PC’s intention that any Person effect a Change of Control,
one of the Rating Agencies assigns a rating to the Securities of a
Series that is lower than the applicable rating of the Securities
of such Series (domestically or internationally) immediately
preceding the rating date; provided that such Rating
Decline results from a Change of Control.


“Receivables Transaction”
means any securitization, factoring, discounting or similar
financing transaction or series of transactions that may be entered
into by IRSA PC or any of its Subsidiaries in the ordinary course
of business pursuant to which IRSA PC or any of its Subsidiaries
may sell, convey or otherwise transfer to any Person, or may grant
a security interest in, any receivables (whether existing as of the
Issue Date or arising in the future) of IRSA PC or any of its
Subsidiaries, and any assets related thereto, including all
collateral securing such receivables, all contracts and all
guarantees or other obligations in respect of such receivables, the
proceeds of such receivables and other assets which are customarily
transferred, or in respect of which security interests are
customarily granted, in connection with securitization, factoring
or discounting involving receivables.


“Redemption Date” has the
meaning set forth in ‎Section
10.1.


“Refinance” means, in
respect of any Indebtedness, to issue any Indebtedness in exchange
for or to refinance, replace, defease or refund such Indebtedness
in whole or in part. “Refinanced” and
“Refinancing” will have
correlative meanings.


“Refinancing Indebtedness”
means Indebtedness of IRSA PC or any Subsidiary issued to Refinance
any other Indebtedness of IRSA PC or a Subsidiary so long
as:


(1) the
aggregate principal amount (or initial accreted value, if
applicable) of such new Indebtedness as of the date of such
proposed Refinancing does not exceed the aggregate principal amount
(or initial accreted value, if applicable) of the Indebtedness
being Refinanced (plus the amount of any premium required to be
paid under the terms of the instrument governing such Indebtedness
and the reasonable fees, expenses, defeasance costs
and





17


accrued
but unpaid interest payable by IRSA PC in connection with such
Refinancing);


(2) such new
Indebtedness has:


(1)
 a Weighted Average
Life to Maturity that is equal to or greater than the Weighted
Average Life to Maturity of the Indebtedness being Refinanced,
and


(2)
 a final maturity
that is equal to or later than the final maturity of the
Indebtedness being Refinanced; and


(3)
 if the Indebtedness
being Refinanced is Subordinated Indebtedness, then such
Refinancing Indebtedness shall be subordinate to the Securities, if
applicable, at least to the same extent and in the same manner as
the Indebtedness being Refinanced.


“Register” has the meaning
set forth in ‎Section 2.10.


“Registrar” has the
meaning set forth in the preamble to this Indenture and any
successors and assigns thereto.


“Regular Record Date”
means, with respect to each Series of Securities, each date
designated in the Securities for the determination of the Holders
to whom interest shall be payable on the subsequent Interest
Payment Date, and, if no such date is so designated, as defined in
‎Section
2.9.


“Regulation S” means
Regulation S under the Securities Act.


“Regulation S Global
Security” means a Global Security initially sold in
reliance on Regulation S, deposited (a) in the case of a DTC Global
Security, with the Trustee, as custodian for DTC, and registered in
the name of Cede & Co., as nominee of DTC and (b) in the case
of an Euroclear/Clearstream Global Security, with the specified
Common Depositary of Euroclear and Clearstream, and registered in
the name of the Common Depositary (or its nominee), and in each
case bearing the applicable Restrictive Legend.


“Representative of the Trustee in
Argentina” has the meaning set forth in the preamble
to this Indenture and any successors and assigns
thereto.


“Responsible Officer” when
used with respect to the Trustee, means any vice president, any
assistant vice president, the secretary, any assistant secretary,
the treasurer, any assistant treasurer, any trust officer or
assistant trust officer, assigned to the Trustee’s Corporate
Trust Office or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the
particular subject.


18


“Restricted Payment” has
the meaning set forth in Section 3.17.


“Restricted Period” means,
with respect to any Security, the period of forty (40) days after
the completion of the distribution of all Securities of the same
Series, as notified by IRSA PC to the Trustee in
writing.


“Restrictive Legend” has
the meaning set forth in ‎Section 2.10.


“Reversion Date” has the
meaning set forth in ‎Section
3.15.


“Rule 144” means Rule 144
under the Securities Act.


“Rule 144A” means Rule
144A under the Securities Act.


“Rule 144A Global
Security” means a Global Security initially sold in
the United States in reliance on Rule 144A, deposited with the
Trustee, as custodian for DTC, and registered in the name of Cede
& Co., as nominee of DTC, and bearing the applicable
Restrictive Legend.


“S&P” means Standard
& Poor’s Ratings Services and its successors and
assigns.


“SEC” means the United
States Securities and Exchange Commission.


“Securities Act” means the
United States Securities Act of 1933 (or any successor statute), as
amended, and the rules and regulations of the SEC promulgated
thereunder.


“Security” or
“Securities” has the
meaning stated in the first recital of this Indenture, or, as the
context may require, means Securities that have been authenticated
and delivered under this Indenture, including any Additional
Securities.


“Series” has the meaning
set forth in ‎Section
2.3.


“Specified Currency” has
the meaning set forth in ‎Section
2.3.


“Stated Maturity” means
the date, shown on the face of a Security, on which the principal
of such Security and the other Securities of the same Series is
payable or, if the principal of such Security is payable in
installments, on which the last installment of principal of such
Security and the other Securities of the same Series is payable,
falling no less than thirty (30) days from the Original Issue Date
of such Security, as specified in the terms of such Series of
Securities, established as set forth in Section 2.3.


“Subordinated
Indebtedness” means, with respect to IRSA PC, any
Indebtedness of IRSA PC which is expressly subordinated in right of
payment to the Securities, as the case may be.


“Subsidiary” means, with
respect to any Person, any other Person in which such Person owns,
directly or indirectly, more than 50% of the voting power of the
other Person’s outstanding Voting Stock.


19


“Supervisory Committee”
means the Comisión Fiscalizadora of IRSA PC.


“Surviving Entity” has the
meaning set forth under ‎Section
8.1.


“Suspended Covenants” has
the meaning set forth under ‎Section
3.15.


“Suspension Period” has
the meaning set forth under ‎Section
3.15.


“Taxes” has the meaning
set forth in ‎Section 3.5.


“Transfer Agents” has the
meaning set forth in the preamble to this Indenture and any
successors and assigns thereto.


“Trustee” means the Person
identified as the “Trustee” in the preamble to this
Indenture and, subject to the provisions of ‎Article V, shall also
include any successor trustee.


“Unrestricted Global
Security” means a Global Security representing
Securities that do not bear or are not required to bear the
Restrictive Legend.


“US$” and
“U.S.
dollars” means the currency of the United States of
America which at the relevant time is legal tender for the payment
of public or private debts.


“U.S. Government
Obligations” has the meaning set forth in Section 11.4(a).


“Voting Stock” with
respect to any Person, means securities of any class of Capital
Stock of such Person entitling the holders thereof (whether at all
times or only so long as no senior class of stock has voting power
by reason of any contingency) to vote in the election of members of
the board of directors (or equivalent governing body) of such
Person.


“Weighted Average Life to
Maturity” means, when applied to any Indebtedness at
any date, the number of years (calculated to the nearest
one-twelfth) obtained by dividing:


(1)            the
then outstanding aggregate principal amount or liquidation
preference, as the case may be, of such Indebtedness
into


(2)            the
sum of the products obtained by multiplying:


(a) the amount
of each then remaining installment, sinking fund, serial maturity
or other required payment of principal or liquidation preference,
as the case may be, including payment at final maturity, in respect
thereof, by


(b) the number
of years (calculated to the nearest one-twelfth) which will elapse
between such date and the making of such payment.





20


Agents.


IRSA PC
hereby appoints each of the Registrar, the Co-Registrar, the
Transfer Agents and the Paying Agents as its agent in relation to
the Securities for the purposes specified in this Indenture and in
the terms of the Securities applicable thereto and all matters
incidental thereto. Each of the Agents shall have the powers and
authority granted to and conferred upon it herein and in the
Securities, and such further powers and authority to act on behalf
of IRSA PC as IRSA PC and such Agent may hereafter agree in
writing. By execution of this Indenture, each of the Agents accepts
its appointment as agent of IRSA PC in relation to the Securities
and shall comply with the provisions of this Indenture and the
Securities applicable thereto.


Subject
to ‎Section 3.2, IRSA PC may
terminate the appointment of any Agent at any time and from time to
time upon giving at least thirty (30) days written notice to such
Agent and to the Trustee. Each Agent may at any time resign by
giving no less than thirty (30) days written notice to IRSA PC of
such intention on its part, specifying the date on which its
desired resignation shall become effective. In the event that IRSA
PC fails to appoint a new Agent to succeed the resigning Agent
within thirty (30) days after receiving notice of such resignation,
the resigning Agent shall have the power to appoint a successor
Agent.


In
acting under this Indenture and in connection with the Securities,
the Agents are each acting solely as an agent of IRSA PC and do not
assume any responsibility for the correctness of the recitals in
the Securities or this Indenture, or the offering materials related
thereto or any obligation or relationship of agency for or with any
of the Holders of the Securities.


Each of
the Agents shall be protected and shall incur no liability for or
in respect of any action taken or thing suffered by it in reliance
upon any Security, notice, direction, consent, certificate,
affidavit, statement or other document to the extent that such
communication conforms to the provisions set forth herein, and is
believed by it, in good faith, to be genuine and to have been
passed or signed by the proper parties.


Each of
the Agents may become the owner of, or acquire any interest in, any
Securities, with the same rights that it would have if it were not
acting in such capacity, and may engage or be interested in any
financial or other transaction with IRSA PC.


IRSA PC
agrees to indemnify, hold harmless and defend each of the Agents
against any loss, liability, cost, claim, action, demand or expense
(including reasonable fees and expenses of legal counsel) arising
out of or in connection with its appointment, or the exercise of
its powers and rights and performance of its duties hereunder, or
performance of any other duties pursuant to the terms and
conditions hereof, except such as may result from its negligence or
willful misconduct or that of its officers or employees, declared
as such by a final decision, order or award of a competent court.
The indemnity set forth in this paragraph shall survive the payment
of the Securities, the resignation or removal of any Agent and/or
the termination of this Indenture.


None of
the Agents shall be liable for any action taken or omitted by it
without negligence or willful misconduct.


21


Each
Agent may execute any of its powers or perform any of its duties
hereunder either directly or by or through agents or attorneys not
regularly in its employ and such Agent shall not be responsible for
any misconduct or negligence on the part of any such agent or
attorney appointed with due care by it hereunder.


IRSA PC
covenants and agrees to pay to each Agent from time to time, and
each Agent shall be entitled to, such compensation as shall be
agreed upon in writing by IRSA PC and such Agent for all services
rendered by it hereunder. IRSA PC covenants and agrees promptly to
pay all such compensation and to reimburse each of the Agents for
reasonable and documented out-of-pocket expenses (including the
reasonable fees and expenses of its counsel) incurred by it in
connection with the services rendered by it hereunder, including,
without limitation, any payments made in connection with taxes or
other charges.


None of
the provisions contained in this Indenture shall require any of the
Agents to expend, advance or risk its own funds or otherwise incur
any personal financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it.


The
duties and obligations of each Agent with respect to the Securities
and this Indenture shall be determined solely by the express
provisions of this Indenture, and each Agent shall not be liable
except for the performance of such duties and obligations as are
specifically set forth in this Indenture, and no implied covenants
or obligations shall be read into this Indenture against each such
Agent. The duties and obligations of each Agent are several and not
joint.


ARTICLE
II





SECURITIES


Section
2.1.  Forms.


Generally. The form of any Security to be authenticated hereunder
shall be designated in the resolutions of the Board of Directors
and an Officer’s Certificate or supplemental indenture hereto
and the Trustee shall have no liability for IRSA PC’s
designation so made notwithstanding the provisions of this ‎Section 2.1. The
Securities shall be issued as registered Securities without
interest coupons; provided that if permitted by
applicable law, the Securities may be issued as bearer Securities
if in connection with the issuance thereof IRSA PC and the Trustee
shall have entered into an indenture supplemental hereto providing
for the issuance of bearer Securities. IRSA PC shall ensure that
such supplemental indenture shall provide for compliance by IRSA PC
with United States, Argentine and any other laws applicable to
bearer Securities, and the Trustee shall have no duty whatsoever,
express or implied, to ensure compliance of such supplemental
indenture or bearer Securities with the laws of any
jurisdiction.


The
Securities may be issued in the form of one or more Global
Securities in an aggregate principal amount equal to the principal
amount of the Securities of a Series to


22


be
authenticated as specified in the relevant Company Order, which
shall be exchangeable for Certificated Securities only in the
limited circumstances set forth in ‎Section 2.10, or
Securities may be issued in the form of Certificated Securities,
which shall be exchangeable for beneficial interests in a Global
Security only in the limited circumstances set forth in
Section 2.7. The
Securities initially sold within the United States to U.S. Persons
that are Qualified Institutional Buyers will be issued in the form
of one or more Rule 144A Global Securities. The Securities
initially sold outside the United States in reliance on Regulation
S under the Securities Act will be issued in the form of one or
more Regulation S Global Securities. In each case, Securities may
be issued in such other form as shall be established by or pursuant
to resolutions of the Board of Directors, or one or more indentures
supplemental hereto, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by
this Indenture and may have imprinted or otherwise reproduced
thereon such legend or legends, not inconsistent with the
provisions of this Indenture, as may be required to comply with any
law or with any rules or regulations pursuant thereto, or with any
rules of any securities exchange or to conform to general usage,
all as may be determined by the Authorized Persons executing such
Securities, as evidenced by their execution of such Securities, and
all of which shall not affect the rights, duties or obligations of
the Trustee or the Agents under this Indenture. The Securities
shall be numbered, lettered, or otherwise distinguished in such
manner or in accordance with such plan as the Authorized Persons
executing the same may determine as evidenced by the execution
thereof.


The
Certificated Securities shall be printed, lithographed or engraved
on steel engraved borders or may be produced in any other manner
permitted by the rules of any securities exchange on which the
Securities may be listed and subject to the prior approval of the
CNV where applicable, all as determined by the Authorized Persons
executing such Securities as evidenced by their execution of such
Securities.


IRSA PC
agrees to cause the Securities to comply with Article 7 of the
Negotiable Obligations Law.


(a)  DTC Global
Securities. The Trustee shall hold on deposit each DTC Global
Security executed and authenticated as provided herein as custodian
for DTC, acting as the Depositary for such DTC Global Security, for
credit on the date of settlement to the account of the Person(s)
entitled thereto. Each DTC Global Security to be deposited with DTC
or a custodian for DTC shall be registered in the name of Cede
& Co, as DTC’s nominee, and shall bear legends
substantially to the following effect:


“UNLESS (1)
THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (“DTC”) TO IRSA PROPIEDADES
COMERCIALES S.A. OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, (2) ANY NOTE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC AND (3) ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE





23


BY OR
TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.


TRANSFERS OF THIS
NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
DTC, NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE, AND TRANSFERS OF INTERESTS IN THIS NOTE
SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO
HEREIN.”


Upon
the issuance of any DTC Global Security, the Co-Registrar shall
record Cede & Co., as DTC’s nominee, as the registered
Holder of such DTC Global Security.


(b)  Euroclear/Clearstream
Global Securities. The Common Depositary shall hold on deposit each
Euroclear/Clearstream Global Security executed and authenticated as
provided herein as custodian for Euroclear and Clearstream for
credit on the date of settlement to the account of the Person(s)
entitled thereto. Any Euroclear/Clearstream Global Security shall
be a Regulation S Global Security. Each Euroclear/Clearstream
Global Security to be deposited with the specified Common
Depositary of Euroclear and Clearstream shall be registered in the
name of the Common Depositary or a nominee specified by Euroclear
and/or Clearstream and shall bear legends substantially to the
following effect:





“UNLESS (1) THIS NOTE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF [NAME OF THE COMMON DEPOSITARY], OR
ANY SUCCESSOR THERETO, AS COMMON DEPOSITARY
(“COMMON
DEPOSITARY”) FOR
EUROCLEAR BANK S.A./N.V. (“EUROCLEAR”)
AND CLEARSTREAM BANKING, SOCIÉTÉ ANONYME, LUXEMBOURG
(“CLEARSTREAM”)
TO IRSA PROPIEDADES COMERCIALES S.A. OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, (2) ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF THE COMMON DEPOSITARY OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY
AND (3) ANY PAYMENT IS MADE TO THE COMMON DEPOSITARY OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
COMMON DEPOSITARY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE
REGISTERED OWNER HEREOF, THE COMMON DEPOSITARY, HAS AN INTEREST
HEREIN.








TRANSFERS
OF THIS NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
PART, TO THE COMMON DEPOSITARY FOR EUROCLEAR AND CLEARSTREAM TO
NOMINEES OF THE COMMON DEPOSITARY OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE AND TRANSFERS OF INTERESTS IN THIS NOTE
SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE





24


RESTRICTIONS SET
FORTH IN THE INDENTURE REFERRED TO HEREIN.”


Upon
the issuance of any Euroclear/Clearstream Global Security, the
Co-Registrar shall record the Common Depositary or its nominee as
the registered Holder of such Euroclear/Clearstream Global
Security.


(c)  Certificated
Securities. The Trustee shall deliver or make available each
Certificated Security executed and authenticated as provided herein
in accordance with the relevant Company Order. On the Original
Issue Date, the relevant Dealer or Dealers, if any, will deliver
payment for Securities delivered to it or them, if any, in
immediately available funds to IRSA PC in an amount equal to the
issue price of the Securities less the applicable Dealer’s or
Dealers’ commission. Under no circumstances shall the Trustee
be responsible for any failures by the purchaser either to remit
payment for the Securities or to return Securities to the Trustee
in the event the purchaser fails to remit payment for such
Securities. Upon the issuance of any Certificated Security, the
Co-Registrar shall record the Person who is designated by IRSA PC
in the Company Order as the registered Holder of such Certificated
Security.


Section
2.2.  Form of Trustee’s Certificate of
Authentication.


The
Trustee’s certificate of authentication on all Securities
shall be in substantially the following form:


This is
one of the Securities referred to in the within-mentioned
Indenture.


The
Bank of New York Mellon,as TrusteeBy:Name:Title:





Section
2.3.  Maximum Aggregate Principal Amount of
Securities; Terms of Securities.


The
maximum aggregate principal amount of Securities of all Series that
may be Outstanding at any one time under this Indenture is
US$500,000,000 (which will include, in the case of Securities not
denominated in U.S. dollars, the Dollar Equivalent of such
Securities as determined by IRSA PC on the respective Original
Issue Date thereof). The total amount of the Program and the
maximum aggregate principal amount of Securities of all Series that
may be Outstanding at any one time under this Indenture may be
increased by a resolution of the shareholders of IRSA PC and
without the consent of the Holders. For purposes of the foregoing
limitation, the Dollar Equivalent of any Securities denominated in
a Specified Currency other than U.S. dollars will be determined (i)
on the basis of the Exchange Rate Agent’s offer (U.S. dollar
bid) quotation for such Specified Currency at or prior to 11:00
a.m. (New York City time) on the second (2nd) Business Day next
preceding the applicable Payment Date or date for which the Dollar
Equivalent is required to be determined or (ii) if no such rate is
quoted for any reason, the rate determined by the Exchange Rate
Agent based on an average of


25


quotations given to
the Exchange Rate Agent by commercial banks which conduct foreign
exchange operations or based on such other method as the Exchange
Rate Agent may reasonably determine to calculate a market exchange
rate on the second (2nd) Business Day next preceding the applicable
Payment Date or date for which the Dollar Equivalent is required to
be determined (the rate determined in accordance with clause (i) or
(ii) above, the “Exchange Rate”) (or, if
such Exchange Rate is not then available, the Exchange Rate most
recently available prior thereto). The Exchange Rate Agent shall
not be liable for any determination, bid or offer made or omitted
by it hereunder in the absence of manifest error on its part.
Neither the Trustee nor any Agent shall be liable or responsible
for determining if the aggregate principal amount of Securities
issued under this Indenture (together with any other notes issued
pursuant to the Program) exceed the maximum amount of notes
issuable pursuant to the Program. IRSA PC’s delivery of
Securities to the Trustee for authentication from time to time
pursuant to Section
2.4 shall constitute a representation and warranty by IRSA
PC that the issuance and authentication of such Securities shall
not cause the maximum aggregate principal amount of outstanding
notes allowed under the Program to be exceeded.


(i)  Securities may be
issued from time to time hereunder by IRSA PC. All Securities
having the same maturity, interest rate and other terms shall
constitute a single Series of Securities (each, a
“Series”). If specified in
the terms of a Series of Securities established pursuant to
Section 2.3, IRSA
PC may from time to time, without the consent of Holders of
Securities Outstanding, create and issue Additional Securities of
such Series; provided that such Additional
Securities have the same terms and conditions as the Securities of
such Series (except for the Original Issue Date, the issue price,
the applicable legends, the date from which interest accrues and,
if applicable, the first payment of interest); and provided further
that if the Additional Securities are not fungible for U.S. federal
income tax purposes with the previously outstanding Securities of
the relevant Series, such Additional Securities shall have a
separate CUSIP number. The Additional Securities shall be
consolidated with and form a single Series with the previously
outstanding Series of Securities.


(ii)  There
shall be established (i) in or pursuant to resolutions of the Board
of Directors and set forth in an Officer’s Certificate or
(ii) in one or more indentures supplemental hereto, prior to the
issuance of any Series of Securities, the following terms of the
Securities of such Series:


(1)  the coin or
currency (including composite currencies) in which the Securities
of such Series shall be denominated (the “Specified Currency”),
and, if other than the Specified Currency of denomination, the
Specified Currency or Currencies in which the principal and any
interest in respect of the Securities of such Series is
payable;


(2)  the Stated Maturity
of the Securities of such Series, which will be no less than thirty
(30) days from the Original Issue Date, and, if applicable, the
method by which such Stated Maturity shall be
determined;





26


the
rate or rates, if any, at which the Securities of such Series shall
bear interest, or the method by which such rate shall be determined
(including, where applicable, the interest rate basis, the
Calculation Agent, the index maturity, the spread or spread
multiplier, the maximum rate, the minimum rate, calculation dates,
interest determination dates, the interest reset period and
interest reset dates), the date or dates from which such interest
shall accrue, the date or dates on which such interest shall be
payable, the Regular Record Dates for the determination of the
Holders to whom interest shall be payable (if other than as set
forth in Section
2.9) and the basis upon which interest shall be calculated
if other than a 360-day year of twelve (12) 30-day
months;


(3)  if the amount of
payments of principal of and interest on the Securities of such
Series may be determined with reference to an index, formula or
otherwise, the manner in which such amounts shall be
determined;


(4)  the place or places
where the principal of and any interest on the Securities of such
Series shall be payable (if other than as provided in ‎Section
3.2);


(5)  the price or prices
at which, the period or periods within which and the terms and
conditions upon which the Securities of such Series may be
redeemed, in whole or in part, at the option of IRSA PC, pursuant
to any sinking fund or otherwise;


(6)  the right or
obligation, if any, of IRSA PC to redeem, repurchase or repay the
Securities of such Series at the option of IRSA PC or at the option
of the Holder thereof and the price or prices at which, the period
or periods within which and the terms and conditions upon which the
Securities of such Series shall be redeemed, repurchased or repaid,
in whole or in part, pursuant to such right or
obligation;


(7)  the denomination or
denominations in which the Securities of such Series shall be
issuable;


(8)  the applicability,
non-applicability, or variation, of ‎Article XI with respect to
the Securities of such Series;


(9)  any deletions from,
modifications of or additions to the Events of Default or
covenants, financial or otherwise, of IRSA PC with respect to the
Securities of such Series;


(10)  any
trustees and any Agents with respect to the Securities of such
Series (if other than as provided in ‎Section 3.2) and the
identity of any Exchange Rate Agent, Calculation Agent or other
Agent, as applicable;


(11)  the
form of the Securities of such Series and, if such Securities shall
be Global Securities, the Depositary for such
Securities;





27


the
terms and conditions, if any, upon which such Securities may be
exchanged for or converted into other securities issued by IRSA PC
or any other Person; and


(12)  any
other terms and conditions of the Securities of such
Series.


Section
2.4.  Authentication and Delivery of
Securities.


At any time
and from time to time after the execution and delivery of this
Indenture, IRSA PC may deliver one or more Securities executed by
IRSA PC to the Trustee for authentication together with the
applicable documents referred to below in this Section 2.4, and the Trustee
shall thereafter authenticate and deliver such Securities to or
upon the order of IRSA PC (contained in the Company Order referred
to below in this ‎Section 2.4). Such Company
Order may provide written instructions or provide for further
instructions from IRSA PC as to the form and terms of such
Securities. In authenticating such Securities and accepting the
additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive and shall
be fully protected in relying upon:


(1)  a Company Order
requesting such authentication setting forth instructions as to
delivery;


(2)  any resolutions of
the Board of Directors, or, if applicable, an executed supplemental
indenture referred to in Sections ‎2.1 and ‎2.3 by or pursuant to which the forms
and terms of such Securities were established;


(3)  to the extent the
forms and terms of such Securities are determined pursuant to (and
are not set forth in) any resolutions of the Board of Directors or
supplemental indentures pursuant to Sections ‎2.1 and ‎2.3, an
Officer’s Certificate, prepared in accordance with ‎Section 12.5,
setting forth the form or forms and terms of the Securities;
and


(4)  an Opinion or
Opinions of Counsel, in accordance with ‎Section
12.5,
which shall also state (a) that the form or forms and terms of such
Securities have been or will, when established in compliance with
procedures therein described, be duly authorized in conformity with
the provisions of this Indenture; (b) that such Securities, when
authenticated and delivered by the Trustee and issued by IRSA PC in
the manner and subject to any conditions specified in such
Opinion(s) of Counsel, will have been duly executed and delivered
and will constitute valid and binding obligations of IRSA PC,
enforceable against IRSA PC in accordance with and subject to such
matters as counsel may therein specify; and (c) such other matters
as the Trustee may reasonably request.


The
Trustee shall have the right to decline to authenticate and deliver
any Securities under this Section 2.4 if the Trustee, (x)
being advised by counsel, and after having consulted with counsel
to IRSA PC, determines that such action may not lawfully be taken,
(y) acting in good faith through its board of directors or board of
trustees,


28


executive
committee, or a trust committee of directors or trustees or a
Responsible Officer shall determine that such action would expose
the Trustee to personal liability to existing Holders or (z)
determines that such action will affect its rights, duties,
obligations or immunities hereunder in a manner not reasonably
acceptable to it.


Section
2.5.  Execution of Securities.


The
Securities shall be executed on behalf of IRSA PC by each of a
member of its Board of Directors and a member of its Supervisory
Committee. Such signatures, in accordance with applicable laws and
regulations, shall be the manual or facsimile signatures of such
Authorized Persons. Typographical and other minor errors or defects
in any such signature shall not affect the validity or
enforceability of any Security that has been duly authenticated and
delivered by the Trustee.


In case
any Authorized Person of IRSA PC who shall have executed any of the
Securities shall cease to be such Authorized Person before the
Security so executed shall be authenticated and delivered by the
Trustee or disposed of by or on behalf of IRSA PC, such Security
nevertheless may be authenticated and delivered or disposed of as
though the Person who executed such Security had not ceased to be
such Authorized Person of IRSA PC; and any Security may be executed
on behalf of IRSA PC by such Persons as, at the actual date of the
execution of such Security, shall be proper Authorized Persons of
IRSA PC, although at the date of the execution and delivery of this
Indenture any such Person was not such an Authorized
Person.


Section
2.6.  Certificate of
Authentication.


Only such
Securities as shall bear thereon a certificate of authentication
substantially in the form herein before recited, executed by the
Trustee by the manual signature of one of its authorized
signatories, shall be entitled to the benefits of this Indenture or
be valid or obligatory for any purpose. Such certificate by the
Trustee upon any Security executed by or on behalf of IRSA PC shall
be conclusive evidence that the Security so authenticated has been
duly authenticated and delivered hereunder and that the Holder is
entitled to the benefits of this Indenture. Notwithstanding the
foregoing, if any Security shall have been authenticated and
delivered hereunder but never issued and sold by IRSA PC, and IRSA
PC shall deliver such Security to the Trustee for cancellation
together with a written statement executed by an Authorized Person
(which need not comply with ‎Section 12.5 and
need not be accompanied by an Opinion of Counsel) stating that such
Security has never been issued and sold by IRSA PC, for all
purposes of this Indenture such Security shall be deemed never to
have been authenticated and delivered hereunder and shall never be
entitled to the benefits of this Indenture.


Section
2.7.  Global Securities.


Global
Securities shall be subject to the following terms:


(a)  Interests in a
Global Security deposited with a Depositary pursuant to this
‎Section 2.7 shall be
exchanged for Certificated Securities only if such exchange
complies with ‎Section 2.10 and in the
case of a DTC Global Security, DTC notifies IRSA PC and the Trustee
that it is unwilling or unable to continue as Depositary for such
Global Security or if at any time DTC ceases to be a
“clearing agency” registered under





29


the
Exchange Act, and a successor depositary so registered is not
appointed by IRSA PC within ninety (90) days of such notice, in the
case of a Euroclear/Clearstream Global Security, if the Depositary
through which it is cleared and settled is closed for business for
a continuous period of fourteen (14) days (other than by reason of
holidays, statutory or otherwise) or announces an intention to
cease business permanently or does in fact do so, an Event of
Default has occurred and is continuing with respect to the Series
of Securities represented by such Global Security or IRSA PC in its
sole discretion notifies the Trustee in writing that Certificated
Securities shall be delivered in exchange for such Global Security
with respect to the Series of the Securities represented by such
Global Security.


(b)  If interests in any
Global Security in whole or, from time to time, in part, are to be
exchanged for Securities in the form of Certificated Securities
pursuant to ‎Section 2.10, such
Global Security shall be surrendered by the relevant Depositary to
the Trustee to be so exchanged, without charge, and the Trustee
shall authenticate and deliver, upon such exchange of interests in
such Global Security, an equal aggregate principal amount of
Certificated Securities. The Certificated Securities exchanged
pursuant to this ‎Section 2.7 shall be
registered by the Co-Registrar in such names as the relevant
Depositary shall direct in writing in accordance with its records.
Any Certificated Security delivered in exchange for any interest in
any Rule 144A Global Security or Regulation S Global Security
shall, except as provided by ‎Section
2.10,
bear the applicable Restrictive Legend as set forth on the face of
the form of the Certificated Securities set forth in Exhibit B hereto.


(c)  Until exchanged in
full, a Global Security of a Series shall in all respects be
entitled to the same benefits under this Indenture as Certificated
Securities of such Series authenticated and delivered
hereunder.





(d)  None of the Trustee or any Agent shall have any
responsibility or obligation to any beneficial owner of an interest
in a Global Security, a member of, or a participant in, any
Depositary or other Person with respect to the accuracy of the
records of any Depositary or its nominee or of any participant
member thereof, with respect to any ownership interest in the
Securities or with respect to the delivery to any participant,
member, beneficial owner or other person (other than the relevant
Depositary) of any notice (including any notice of redemption) or
the payment of any amount or delivery of any Securities (or other
security or property) under or with respect to such Securities. All
notices and communications to be given to the Holders and all
payments to be made to Holders in respect of the Securities shall
be given or made only to or upon the order of the registered
Holders (which shall be the relevant Depositary or its nominee in
the case of a Global Security). The rights of beneficial owners in
any Global Security shall be exercised only through the relevant
Depositary subject to the applicable rules and procedures of such
Depositary. The Trustee and each Agent may rely and shall be fully
protected in relying upon information furnished by the Depositary
with respect to its members, participants and any beneficial
owners.


Section
2.8.  Denomination and Date of
Securities.


Subject to
applicable laws and regulations, Securities shall be issued in such
denominations as are set forth in the


30


terms
of such Securities established pursuant to ‎Section 2.3. Each Security
shall be dated the date of its authentication.


Section
2.9.  Payments of Principal and
Interest.


(a) Interest
(and principal, if any, payable other than at Stated Maturity or
upon acceleration, redemption or repurchase) shall be paid in
immediately available funds to the Person in whose name a Security
is registered at the close of business on the Regular Record Date
next preceding each Interest Payment Date notwithstanding the
cancellation of such Securities upon any transfer or exchange
thereof subsequent to such Regular Record Date and prior to such
Interest Payment Date; provided that interest payable
at Stated Maturity or upon acceleration, redemption or repurchase
shall be paid to the Person to whom principal will be payable;
provided
further that if and
to the extent IRSA PC defaults in the payment of the interest,
including any Additional Amounts, due on such Interest Payment
Date, such defaulted interest, including any Additional Amounts,
shall be paid to the Person in whose names such Securities are
registered at the end of a subsequent record date established by
IRSA PC by notice given by or on behalf of IRSA PC to the Holders
of the Securities in accordance with Section 12.4 not less than
fifteen (15) days preceding such subsequent record date, such
record date to be not less than fifteen (15) days preceding the
date of payment in respect of such defaulted interest. Unless
otherwise specified in the terms of Securities of a Series
established as set forth in Section 2.3, the first payment
of interest on any Security originally issued between a Regular
Record Date and an Interest Payment Date shall be made on the
Interest Payment Date following the next succeeding Regular Record
Date to the registered owner at the close of business on such next
succeeding Regular Record Date. Unless otherwise specified in the
terms of Securities of a Series established as set forth in
Section 2.3, the
“Regular Record
Date” with respect to any Security will be the date
next preceding each Interest Payment Date, whether or not such date
is a Business Day.


(b)
Payments of the principal of and any premium, interest, Additional
Amounts and other amounts on or in respect of any Security at
Stated Maturity or upon acceleration, redemption or repurchase
shall be made to the registered Holder on such date in immediately
available funds upon surrender of such Security at the Corporate
Trust Office or at the specified office of any other Paying Agent;
provided that the
Security is presented to the Paying Agent in time for the Paying
Agent to make such payments in such funds in accordance with its
normal procedures. Payments of the principal of and any premium,
interest, Additional Amounts and other amounts on or in respect of
Securities to be made other than at Stated Maturity or upon
redemption shall be made by wire transfer or check mailed on or
before the due date for such payments to the address of the Person
entitled thereto as it appears in the Register; provided that the applicable
Depositary (or its nominee), as Holder of the Global Securities,
shall be entitled to receive payments of interest by wire transfer
of immediately available funds, a Holder of US$1,000,000 (or the
approximate equivalent thereof in a Specified Currency other than
U.S. dollars) in aggregate principal or face amount of Securities
of the same Series shall be entitled to receive payments of
interest by wire transfer of immediately available funds to an
account maintained by such Holder at a bank located in the United
States as may have been appropriately designated by such Holder to
the Trustee in writing no later than fifteen (15) days prior to the
date such payment is due and


31


to the extent
that the Holder of a Security issued and denominated in a Specified
Currency other than U.S. dollars elects to receive payment of the
principal of and any premium, interest, Additional Amounts and
other amounts on or in respect of such Security at Stated Maturity
or upon redemption or repurchase in such Specified Currency, such
payment, except in circumstances described in terms of the
Securities of such Series established pursuant to Section 2.3, shall be made by
wire transfer of immediately available funds to an account
specified in writing not less than fifteen (15) days prior to the
relevant Payment Date by the Holder to the Trustee. Unless such
designation is revoked in writing, any such designation made by
such Holder with respect to such Securities shall remain in effect
with respect to any future payments with respect to such Securities
payable to such Holder.


(c) If
the principal of or any premium, interest, Additional Amounts or
other amounts on any Security is payable in a Specified Currency
other than U.S. dollars and such Specified Currency is not
available due to the imposition of exchange controls or other
circumstances beyond IRSA PC’s control, or is no longer used
by the government of the country issuing such currency or for
settlement of transactions by public institutions of or within the
international banking community, then IRSA PC, until such currency
is again available or so used, will be entitled, to the extent
permitted by Argentine law, to satisfy its obligations to the
Holder of such Securities by making such payment in U.S. dollars at
the Exchange Rate for such Specified Currency on the Payment Date.
The making of any payment in respect of any Security in U.S.
dollars under the foregoing circumstances will not constitute an
Event of Default under such Security.


(d) If
so specified in the terms of a Series of Securities established
pursuant to Section
2.3, Securities denominated in a Specified Currency other
than U.S. dollars, payments of principal, interest, Additional
Amounts or other amounts on or in respect of any such Security
shall, to the extent permitted by applicable law, be made in U.S.
dollars, calculated at the Exchange Rate for the Payment Date, if
the Holder of such Security on the relevant Regular Record Date or
at Stated Maturity, as the case may be, has transmitted a written
request for such payment in U.S. dollars to the Trustee and the
applicable Paying Agent delivered in accordance with Section 12.4 on or prior to
such Regular Record Date or the date that is fifteen (15) days
prior to the Stated Maturity, as the case may be. Any such request
made with respect to any Security by a Holder will remain in effect
with respect to any further payments of principal, interest,
Additional Amounts or other amounts on or in respect of such
Security payable to such Holder, unless such request is revoked on
or prior to the relevant Regular Record Date or the date that is
fifteen (15) days prior to the Stated Maturity, as the case may
be.


(e) The
U.S. dollar amount to be received by a Holder of a Security
denominated in a Specified Currency other than U.S. dollars who
elects to receive payment in U.S. dollars will be based on the
Exchange Rate, on the second (2nd) Business Day next preceding the
applicable Payment Date. If Exchange Rate quotations are not
available on the second (2nd) Business Day preceding the applicable
Payment Date, such payment will be made in the Specified Currency.
All currency exchange costs associated with any payment in U.S.
dollars on any Security denominated in a Specified Currency other
that


32


U.S.
dollars will be borne by the Holder thereof by deductions from
payment of the currency exchange being effected on behalf of the
Holder by the Exchange Rate Agent.


(f)
Unless otherwise specified in the terms of a Series of Securities,
Securities denominated in a Specified Currency other than U.S.
dollars will provide that, in the event of an official
redenomination of such currency, the obligations of IRSA PC with
respect to payments on such Securities shall, in all cases, be
deemed immediately following such redenomination to provide for
payment of that amount of the redenominated currency representing
the amount of such obligations immediately before such
redenomination.


Section
2.10.  Registration, Transfer and Exchange of
Securities.


The Co-Registrar will keep a register (the “Register”) in the English
language at its office in New York City for the registration of
ownership, exchange and transfer of Securities. In the case of the
replacement of any of the Securities, the Register will include
notations of the Security so replaced, and the Security issued in
replacement thereof. In the case of the cancellation of any of the
Securities, the Register will include notations of the Security so
cancelled and the date on which such Security was cancelled. The
Register will show the amount of the Securities, the date of issue,
all subsequent transfers and changes of ownership in respect
thereof and the names, tax identification numbers (if relevant to a
specific Holder) and addresses of the Holders of the Securities and
any payment instructions with respect thereto (if different from a
Holder’s registered address). The Co-Registrar shall at all
reasonable times during office hours make the Register available to
IRSA PC or any Person authorized by IRSA PC in writing for
inspection and for taking copies thereof or extracts therefrom, and
at the expense and written direction of IRSA PC, the Co-Registrar
shall deliver to such Persons all lists of Holders of Securities,
their addresses and amounts of such holdings as IRSA PC may
request.


The
Registrar shall maintain a duplicate register at its office in the
City of Buenos Aires, Argentina to the extent permitted by
applicable Argentine law in written or electronic form in the
Spanish language.


(i)  Subject to
Section 2.10(b)(ii)
and such reasonable and customary regulations as IRSA PC may from
time to time prescribe, transfers of any Certificated Security in
whole or in part pursuant to this Section 2.10(a) must be made at
the relevant office of the Co-Registrar or the relevant Transfer
Agent that may be appointed by IRSA PC, by delivery of such
Certificated Security with the form of transfer thereon duly
endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to IRSA PC and the Co-Registrar or any other
Transfer Agent, as the case may be, duly executed by the registered
Holder thereof or such registered Holder’s attorney-in-fact
duly authorized in writing. In exchange for any Certificated
Security properly presented for transfer, the Trustee shall
promptly authenticate and deliver or cause to be authenticated and
delivered at the Corporate Trust Office or at the office of the
Co-Registrar or at the office of any Transfer Agent, as the case
may be, to the transferee or send by mail (at the risk of the
transferee) to such address as the transferee may request, a
Certificated Security or Securities in the name of such transferee
and for the same





33


aggregate principal
amount as shall have been transferred. Subject to the minimum
denomination requirements, if any, set forth in the terms of a
particular Series of Securities established pursuant to
Section 2.3, in the
case of the transfer of any Certificated Security in part, the
Trustee shall also promptly authenticate and deliver or cause to be
authenticated and delivered at the Corporate Trust Office or at the
office of the Co-Registrar or at the office of any Transfer Agent,
as the case may be, to the transferor or send by mail (at the risk
of the transferor) to such address as the transferor may request, a
Certificated Security or Securities registered in the name of the
transferor and for the aggregate principal amount that was not
transferred. Certificated Securities may also be exchanged for
other Certificated Securities of the same Series in any authorized
denominations and of equal aggregate principal amount of Securities
of such Series, subject to, if any, the minimum denomination
requirements set forth in the applicable resolution of the Board of
Directors or an indenture supplemental hereto. Unless otherwise
specified in the applicable resolution of the Board of Directors or
an indenture supplemental hereto, Certificated Securities held by
Qualified Institutional Buyers may be exchanged for beneficial
interests in a Rule 144A Global Security representing Securities of
the same Series. In exchange for any such Certificated Security,
the Trustee will increase the amount of the relevant Rule 144A
Global Security by the amount of such Certificated Security and
will cause the Co-Registrar to make the appropriate entries in the
Register indicating a transfer of a beneficial interest to such
Qualified Institutional Buyer or to a participant in the relevant
Depositary specified by such Qualified Institutional Buyer. Except
as specified in this paragraph and in Section 2.11, Certificated
Securities will not be exchangeable for interests in Global
Securities.


(ii)  If
IRSA PC notifies the Trustee in writing that Certificated
Securities are issued in reliance on the exemption from
registration afforded by Rule 144A, issued upon transfer or
exchange of any such Security (other than in accordance with clause
2 of this Section 2.10(a)(ii)) or issued upon exchange of a Rule
144A Global Security pursuant to ‎Section 2.7, prior to the
date which is one (1) year after the Original Issue Date of any
such Security (or of such Rule 144A Global Security, as the case
may be) (provided that IRSA PC or any affiliate thereof has not
acquired such Security during such one (1) year period) or in the
case of any other “restricted security” (as defined in
Rule 144), the Co-Registrar, as Transfer Agent, shall not register
the transfer or exchange of such Security (other than pursuant to
Section 2.11)
unless:


(1)  either the
registered Holder presenting such Security for transfer, or its
attorney-in-fact, shall have advised the Co-Registrar in writing
that such registered Holder intends to rely or is relying on the
exemption from the registration requirements of the Securities Act
provided by Rule 144A thereunder in making such transfer or the
Person presenting such Security for transfer (if other than the
registered Holder or its attorney-in-fact), or its
attorney-in-fact, shall have advised the Co-Registrar in writing
that the Person in whose name the Security is to be registered in
the Register upon transfer (and each beneficial owner of such
Security) is a Qualified Institutional Buyer and that such Person
or Persons have been advised that the Security has been sold or
transferred to it in reliance upon Rule 144A; or





34


either
the registered Holder presenting such Security for transfer, or its
attorney-in-fact, shall have advised the Co-Registrar in writing
that the registered Holder intends to rely or is relying on the
exemption from the registration requirements of the Securities Act
provided by Regulation S or the Person presenting such Security for
transfer (if other than the registered Holder or its
attorney-in-fact), or its attorney-in-fact, shall have advised the
Co-Registrar in writing that the Security has been sold or
transferred to it in reliance upon the exemption from the
registration requirements of the Securities Act provided by
Regulation S; or


(2)  such Security is to
be registered in the Register upon transfer in the name of a
Dealer, its nominee or IRSA PC; or


(3)  the Person
presenting the Security for transfer, or its attorney-in-fact,
shall have advised the Trustee in writing that another exemption
from the registration requirements of the Securities Act is
available, including the exemption provided by Rule 144, which is
confirmed in an opinion of counsel, and the Co-Registrar has
received the written consent of IRSA PC to the registration of such
transfer, in which event the Co-Registrar shall register such
transfer only in accordance with the conditions of such
consent.


For
purposes of this Section
2.10(a)(ii), any such advice to the Trustee in writing may
be in the form of a letter, notice or other written document,
including, with respect to clauses (1), (2) and (3) above, by
appropriate notation on the transfer notice set forth on such
Security.


None of
the Trustee, the Co-Registrar or any Transfer Agent shall register
the transfer of or exchange of Certificated Securities for a period
of fifteen (15) days preceding the due date for any payment of
interest on the Security or during the period of thirty (30) days
ending on the due date for any payment of principal on the
Security. Neither the Co-Registrar or any Transfer Agent shall
register the transfer of or exchange any Securities previously
called for redemption or tendered for repurchase.


DTC Global Securities — DTC
Book Entry Provisions. Interests in DTC Global Securities
will be transferable in accordance with the rules and procedures
from time to time of DTC. Members of, or participants in, DTC shall
have no rights under this Indenture with respect to any DTC Global
Security held on their behalf by DTC, and DTC or its nominee may be
treated by IRSA PC, the Trustee, any Agent or any other agent
hereunder as the absolute owner of such DTC Global Security for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein
shall prevent IRSA PC, the Trustee, any Agent or any other agent
hereunder from giving effect to any written certification, proxy or
other authorization furnished by DTC or impair, as between DTC and
its agent members, the operation of customary practices governing
the exercise of the rights of a Holder of any DTC Global
Security.








(iii)  Global
Securities — Euroclear and Clearstream Book Entry
Provisions. Insofar as interests in any
Euroclear/Clearstream Global Security are





35


held by
the agent members of Euroclear or Clearstream, the provisions of
the “Operating Procedures of the Euroclear System” and
the “Terms and Conditions Governing Use of
Participants” of Euroclear and Clearstream, respectively,
shall be applicable to such Euroclear/Clearstream Global Security.
Notwithstanding the foregoing, nothing herein shall prevent IRSA
PC, the Trustee, any Agent or any other agent hereunder from giving
effect to any written certification, proxy or other authorization
furnished by Euroclear or Clearstream or impair, as between
Euroclear or Clearstream and their respective agent members, the
operation of customary practices governing the exercise of the
rights of a Holder of any Euroclear/Clearstream Global
Security.


(iv)  Transfers
of Global Securities in Whole. Subject to the provisions of
Section 2.10(c),
transfers of a Global Security shall be limited to
(i) transfers of a DTC Global Security in whole, but not in
part, to DTC, nominees of DTC or to a successor of DTC or such
successor’s nominee (including, without limitation, pursuant
to Section
2.10(b)(iv), or (ii) transfers of a Euroclear/Clearstream
Global Security in whole, but not in part, to the Common Depositary
for Euroclear and Clearstream, nominees of the Common Depositary or
to a successor to the Common Depositary or such successor’s
nominee (including, without limitation, pursuant to Section 2.10(b)(v)).


(v)  Transfer of DTC Global Security to Euroclear
and/or Clearstream. If the Securities of any Series are at
any time represented by both a DTC Global Security and an
Euroclear/Clearstream Global Security and an authorized
representative of DTC presents the DTC Global Security to the
Trustee or any Transfer Agent, accompanied by a written instrument
of transfer in form satisfactory to the Trustee or such Transfer
Agent, as applicable, executed by DTC or by DTC’s attorney
thereunto duly authorized in writing, for the purpose of
registration of transfer of all or any portion of such DTC’s
interest in such DTC Global Security to Euroclear and/or
Clearstream, such DTC Global Security or the relevant interest
therein shall be transferred upon the Register, and the Trustee
shall endorse the DTC Global Security to reflect the reduction of
its principal amount by the aggregate principal amount so
transferred, and the appropriate Euroclear/Clearstream Global
Security shall be endorsed by the Trustee to reflect the increase
of its principal amount by the aggregate principal amount so
transferred. The Trustee is hereby authorized on behalf of IRSA PC
(1) to endorse or to arrange for the endorsement of the relevant
DTC Global Security to reflect the reduction in the principal
amount represented thereby by the amount so transferred and to
endorse the appropriate Euroclear/Clearstream Global Security to
reflect the increase in the principal amount represented thereby by
the amount so transferred and, in either case, to sign in the
relevant space on the relevant Security recording such reduction or
increase and (2) in the case of a total exchange, to cancel or
arrange for the cancellation of the DTC Global
Security.


(vi)  Transfer
of Euroclear/Clearstream Global Security to DTC. If the
Securities of any Series are for the time being represented by both
a DTC Global Security and a Euroclear/Clearstream Global Security
and an authorized representative of the Common Depositary for
Euroclear or Clearstream presents the





36


Euroclear/Clearstream
Global Security to the Trustee or the relevant Transfer Agent, as
applicable, accompanied by a written instrument of transfer in form
satisfactory to the Trustee or such Transfer Agent, executed by the
Common Depositary for Euroclear and Clearstream, as the case may
be, or by the Common Depositary’s attorney thereunto duly
authorized in writing, for the purpose of registration of transfer
of all or any portion of Euroclear’s or Clearstream’s
interest in such Euroclear/Clearstream Global Security to DTC, such
Euroclear/Clearstream Global Security or the relevant interest
therein shall be transferred upon the Register, and the Trustee
shall endorse the Euroclear/Clearstream Global Security to reflect
the reduction of its principal amount by the aggregate principal
amount so transferred, and the appropriate DTC Global Security
shall be endorsed by the Trustee to reflect the increase of its
principal amount by the aggregate principal amount so transferred.
The Trustee is hereby authorized on behalf of IRSA PC (i) to
endorse or to arrange for the endorsement of the relevant
Euroclear/Clearstream Global Security to reflect the reduction in
the principal amount represented thereby by the amount so
transferred and to endorse the appropriate DTC Global Security to
reflect the increase in the principal amount represented thereby by
the amount so transferred, and in either case, to sign in the
relevant space on the relevant Security recording such reduction or
increase and (ii) in the case of a total exchange, to cancel or
arrange for the cancellation of the Euroclear/Clearstream Global
Security.


(e)  Notwithstanding any
provision to the contrary herein, so long as Global Securities of a
Series remain Outstanding and are held by or on behalf of a
Depositary, transfers or exchanges of interests between Global
Securities of a Series, in whole or in part, shall only be made in
accordance with this Section 2.10(c) or Section 2.11.


(i)  Transfers From Rule 144A Global Security to
Regulation S Global Security. If Securities of a Series are
issued in the form of a Regulation S Global Security and a Rule
144A Global Security, and if a holder of a beneficial interest in
the Rule 144A Global Security deposited with the relevant
Depositary or its custodian wishes at any time to exchange its
interest in such Rule 144A Global Security for an interest in the
Regulation S Global Security of the same Series, or to transfer its
interest in such Rule 144A Global Security to a Person who wishes
to take delivery thereof in the form of an interest in the
Regulation S Global Security, such holder may, subject to the rules
and procedures of DTC and, to the extent applicable, Euroclear and
Clearstream, exchange or cause the exchange or transfer or cause
the transfer of such interest for an equivalent beneficial interest
in the Regulation S Global Security of the same Series. Upon
receipt by the Trustee, of (1) written instructions given in
accordance with procedures of DTC and/or, to the extent applicable,
Euroclear and Clearstream from a participant, directing the Trustee
to credit or cause to be credited a beneficial interest in the
Regulation S Global Security in an amount equal to the beneficial
interest in the Rule 144A Global Security of the same Series to be
exchanged or transferred, such instructions to contain information
regarding the participant account of DTC or, to the extent
applicable, Euroclear or Clearstream, to be credited with such
increase and information regarding the participant account with DTC
to be debited with such decrease and (2) a certificate
which:





37


(I)           for
transfers or exchanges made during the Restricted Period, is in the
form of Exhibit D
hereto given by the holder of such beneficial interest stating that
the exchange or transfer of such interest has been made in
compliance with the transfer restrictions applicable to the
Securities and pursuant to, and in accordance with, Regulation S;
or


(II)           for
transfers or exchanges made after the expiration of the Restricted
Period, is in the form of Exhibit E hereto given by the
holder of such beneficial interest stating that the exchange or
transfer of such interest has been made in compliance with the
transfer restrictions applicable to the Securities and (A) that
such transfer or exchange has been made pursuant to, and in
accordance with, Regulation S or (B) that such transfer or exchange
has been made in a transaction permitted by Rule 144,


then
the Trustee or Transfer Agents shall instruct DTC to reduce the
Rule 144A Global Security by the aggregate principal amount of the
beneficial interest to be so exchanged or transferred, and the
Trustee shall instruct DTC or, to the extent applicable, Euroclear
or Clearstream, concurrently with such reduction, to increase the
principal amount of the Regulation S Global Security of the same
Series by the aggregate principal amount of the beneficial interest
in the Rule 144A Global Security to be so exchanged or transferred,
and to credit or cause to be credited to the account of the Person
specified in such instructions a beneficial interest in the
Regulation S Global Security equal to the reduction in the
principal amount of the Rule 144A Global Security of the same
Series.


(ii)  Transfers
From Regulation S Global Security to Rule 144A Global Security. If
Securities of any Series are issued in the form of a Regulation S
Global Security and a Rule 144A Global Security, and if a holder of
a beneficial interest in the Regulation S Global Security deposited
with the relevant Depositary or its custodian wishes at any time to
exchange its interest in such Security for an interest in the Rule
144A Global Security of the same Series, or to transfer its
interest in such Regulation S Global Security to a Person who
wishes to take delivery thereof in the form of an interest in the
Rule 144A Global Security of the same Series, such holder may,
subject to the rules and procedures of DTC or, to the extent
applicable, Euroclear and Clearstream, exchange or transfer such
interest for an equivalent beneficial interest in the Rule 144A
Global Security of the same Series. Upon receipt by the Trustee of
(1) written instructions given in accordance with the procedures of
DTC and/or, to the extent applicable, Euroclear and Clearstream
from a participant, directing the Trustee to credit or cause to be
credited a beneficial interest in the Rule 144A Global Security in
an amount equal to the beneficial interest in the Regulation S
Global Security of the same Series to be exchanged or transferred,
such instructions to contain information regarding the
participant’s account with DTC to be credited with such
increase, and information regarding the participant’s account
with DTC or, to the extent applicable, Euroclear or Clearstream, to
be debited with such decrease, and (2) with respect to an exchange
or transfer of an interest in the Regulation S Global Security
during the Restricted Period for an interest in the Rule 144A
Global Security of the same Series, a certificate in the form of
Exhibit F hereto
given by the holder of such beneficial interest and stating that
the





38


Person
transferring such interest in the Regulation S Global Security
reasonably believes that the Person acquiring such interest in the
Rule 144A Global Security of the same Series is a Qualified
Institutional Buyer and is obtaining such beneficial interest in a
transaction meeting the requirements of Rule 144A, the Trustee or
applicable Transfer Agent shall instruct DTC or, to the extent
applicable, Euroclear or Clearstream, to reduce the Regulation S
Global Security by the aggregate principal amount of the beneficial
interest to be so exchanged or transferred, and the Trustee shall
instruct DTC, concurrently with such reduction, to increase the
principal amount of the Rule 144A Global Security of the same
Series by the aggregate principal amount of the beneficial interest
in the Regulation S Global Security to be so exchanged or
transferred, and to credit the account of the Person specified in
such instructions a beneficial interest in the Rule 144A Global
Security equal to the reduction in the principal amount of the
Regulation S Global Security of the same Series.


(f)  If Securities are
issued upon the transfer, exchange or replacement of Securities not
bearing the restrictive legends set forth in the respective
applicable form of Security attached hereto (collectively, a
“Restrictive
Legend”), the Securities so issued shall not bear a
Restrictive Legend. If Securities are issued upon the transfer,
exchange or replacement of Securities bearing a Restrictive Legend,
or if a request is made to remove a Restrictive Legend of a
Security, the Securities so issued shall bear a Restrictive Legend
as set forth on the applicable form of Security attached hereto, or
the Restrictive Legend shall not be removed, as the case may be,
unless:


(i)  in the case of
Certificated Securities issued pursuant to Section 2.10(a)(ii), the
provisions of clause (2) thereof shall have been satisfied;
or


(ii)  in
any other case there is delivered to IRSA PC and the Trustee such
evidence as shall be satisfactory to IRSA PC, which may include an
opinion of New York counsel, as may be reasonably required by IRSA
PC (at the Holder’s expense) that neither the Restrictive
Legend nor the restrictions on transfer set forth therein are
required to ensure that transfers thereof comply, as the case may
be, with the provisions of Rule 144A, Rule 144 or Regulation S or
that such Securities are not “restricted securities”
within the meaning of Rule 144.


In the
case of either clause (i) or (ii) above, the Trustee, at the
written direction of IRSA PC, shall authenticate and deliver a
Security that does not bear the Restrictive Legend. If the
Restrictive Legend is removed from the face of a Security and such
Security is subsequently held by IRSA PC or an Affiliate of IRSA PC
and a Responsible Officer of the Trustee subsequently receives
written notice from IRSA PC that such Security is a
“restricted security” within the meaning of Rule 144,
the Restrictive Legend shall be reinstated.


(g)  Prior to
satisfaction of the applicable requirements in this ‎Section 2.10 for
registration of transfer, IRSA PC, the Trustee and each Agent may
deem and treat the registered Holder as appears in the Register of
any Security as the absolute





39


owner
of such Security, in each case for the purpose of receiving payment
of the principal and any interest in respect of such Security and
for all other purposes whatsoever.


(h)  Transfer,
registration and exchange of any Security or Securities shall be
permitted and executed as provided in this ‎Section 2.10 without
any charge to the Holder of any such Security or Securities, other
than any taxes or governmental charges payable on transfers or
exchanges.


(i)  Neither the Trustee
nor any Agent shall have any obligation or duty to monitor,
determine or inquire as to compliance with any tax or securities
laws with respect to any restrictions on transfer imposed under
this Indenture or under applicable law (including any transfers
between or among any Depositaries or any Depositary’s
participant, members or beneficial owners in any Global Security)
other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do
so if and when expressly required by, the terms of this Indenture,
and to examine the same to determine substantial compliance as to
form with the express requirements hereof.


(j)  All the provisions
and undertakings set forth above concerning registration of
ownership, exchange and transfer of Securities shall be exclusively
performed by The Bank of New York Mellon, acting as
Co-Registrar.


If the
Registrar is required to perform any of the provisions and
undertakings set forth above concerning registration of ownership,
exchange and transfer of Securities, with the agreement of IRSA PC,
the Registrar may delegate such duties to another entity acting in
Argentina with legal capacity to carry out such activities in
accordance with the provisions of this Indenture and applicable
Argentine law. The Registrar shall promptly notify IRSA PC if it is
required to undertake any such activities so that IRSA PC shall
designate the entity to whom the Registrar shall delegate such
duties. All costs related to the delegation of such activities
shall be borne by the Registrar.


Once
any such delegation is made, and is accepted by the delegated
entity, the Registrar shall not be liable for the breach of any of
the obligations assumed by such delegated entity pursuant to this
Indenture and shall be indemnified by IRSA PC for and held harmless
against, any and all losses, damages, liabilities, judgments,
claims, causes of action, costs and expenses (including reasonable
and documented fees and disbursements of legal counsel) incurred
directly or indirectly, without negligence or bad faith on the part
of the Registrar, arising out of or in connection with the
performance of the duties assumed by the delegate Registrar under
this Indenture.


For the
avoidance of doubt, the obligations of the Registrar and
Co-Registrar hereunder are several and not joint.


Section
2.11.  Mutilated, Defaced, Destroyed, Stolen and Lost
Securities; Cancellation and Destruction of
Securities.


IRSA PC
shall execute and deliver to the


40


Trustee
Certificated Securities in such amounts and at such times as to
enable the Trustee to fulfill its responsibilities under this
Indenture and the Securities.


(a)  The Trustee shall,
in accordance with any terms and conditions set forth in the
Securities, and upon provision of evidence satisfactory to the
Trustee and to IRSA PC that any Security was mutilated, defaced,
destroyed, stolen or lost, together with such indemnity as the
Trustee and IRSA PC may require to hold each of them harmless,
authenticate and deliver from time to time such Securities in
exchange for or in lieu of such Securities that become mutilated,
defaced, destroyed, stolen or lost. Each Security delivered in
exchange for or in lieu of any other Security shall carry all the
rights to interest (including rights to accrued and unpaid interest
and Additional Amounts) that were carried by such other
Security.


(b)  All Securities
surrendered for payment, transfer or exchange shall be delivered to
the Trustee. The Trustee shall cancel and destroy all such
Securities surrendered for payment, transfer or exchange, in
accordance with its security destruction policy, and shall, upon
written request, deliver a certificate of destruction to IRSA
PC.


(c)  Upon the issuance
of any substitute Security, the Holder of such Security, if so
requested by IRSA PC, will pay a sum sufficient to cover any stamp
duty, tax or other governmental charge that may be imposed in
relation thereto and any other expense (including the fees and
expenses of the Trustee, its counsel and its agents) in connection
with the preparation and issuance of the substitute
Security.


(d)  All Securities
issued upon any transfer or exchange of Securities shall be valid
obligations of IRSA PC, evidencing the same debt, and entitled to
the same benefits under this Indenture, as the Securities
surrendered upon such transfer or exchange.


Section
2.12.  Purchase and Cancellation.


IRSA PC, its
Affiliates and its Subsidiaries may at any time purchase or
otherwise acquire any Security in the open market or otherwise at
any price and may resell or otherwise dispose of such Security at
any time.


ARTICLE
III





COVENANTS OF IRSA
PC


Section
3.1.  Payment of Principal and
Interest.


IRSA PC
covenants and agrees for the benefit of the Holders of the
Securities that it will duly and punctually pay or cause to be paid
the principal of and interest on each of the Securities (including
Additional Amounts), and any other payments to be made by IRSA PC
under the Securities and this Indenture, at the place or places, at
the respective times and in the manner provided in such Securities
and this Indenture.


(a)  In order to comply
with applicable tax laws (inclusive of rules, regulations and
interpretations promulgated by competent authorities) related to
the Securities and this Indenture in effect from time to time
(“Applicable Tax
Law”) that a





41


foreign
financial institution, IRSA PC, the Trustee or any Paying Agent is
or has agreed to be subject, IRSA PC hereby covenants with the
Trustee and each Paying Agent that it will use commercially
reasonable efforts to provide each of the Trustee and the Paying
Agents with sufficient information so as to enable the Trustee and
the Paying Agents to determine whether or not the Trustee or such
Paying Agent, as applicable, has tax related obligations under
Applicable Tax Law. The Trustee and each Paying Agent shall be
entitled to make any withholding or deduction from payments to the
extent necessary to comply with Applicable Tax Law for which the
Trustee and each Paying Agent shall not have any
liability.


Section
3.2.  Offices for Payments, etc.


So long as
any of the Securities remain Outstanding, IRSA PC will maintain in
New York City the following: an office or agency where the
Securities may be presented for payment, where the Securities may
be presented for exchange, transfer or registration of transfer as
in this Indenture provided and where notices and demands to or upon
IRSA PC (other than the type contemplated by Section 12.7) in respect of the
Securities or of this Indenture may be served. Unless otherwise
specified in accordance with ‎Section 2.3, IRSA PC
hereby initially appoints the Trustee at its office or agency for
each such purpose and designates the Corporate Trust Office as the
office to be maintained by it for each such purpose. In case IRSA
PC shall fail to so designate or maintain any such office or agency
or shall fail to give such notice of the location or of any change
in the location thereof, presentations and demands may be made and
notices may be served at all times at the Corporate Trust Office
and IRSA PC hereby appoints the Trustee as its agent to receive all
such presentations, demands and notices. If and for so long as any
Series of Securities are listed on the Luxembourg Stock Exchange
for trading on the Euro MTF, the alternative market of the
Luxembourg Stock Exchange (the “Euro MTF”), and the
Luxembourg Stock Exchange so requires, IRSA PC will maintain a
Paying Agent and a Transfer Agent in Luxembourg. As required by
Argentine law and by the CNV, IRSA PC will maintain a Registrar, a
Paying Agent and a Transfer Agent in Argentina. Banco Santander
Río S.A. at its office at Bartolomé Mitre 480, 11th
Floor, City of Buenos Aires, Argentina, will initially act as such
Registrar, Paying Agent and Transfer Agent in Argentina, as well as
the Representative of the Trustee in Argentina. The Registrar, the
Co-Registrar, each of the Paying Agents and each of the Transfer
Agents may change their respective specified offices set forth
herein to some other specified offices in the same city. IRSA PC
will promptly give to the Trustee and the Holders (and, if so
required, the CNV, the Luxembourg Stock Exchange, the Merval or
such other securities exchange on which a Series of Securities may
be listed) written notice of any change of location of specified
offices, or of any resignation, termination or appointment of any
Agent.


Section
3.3.  Appointment to Fill a Vacancy in Office of
Trustee.


IRSA PC,
whenever necessary to avoid or fill a vacancy in the office of the
Trustee, will appoint, in the manner provided in ‎Section 5.9, a Trustee, so
that there shall, at all times, be a Trustee with respect to the
Securities.


Section
3.4.  Payments and Paying
Agents.


IRSA PC will, on or before 10:00 AM (New York City time) at least
one (1) Business Day prior to each Payment


42


Date
deposit with the Trustee a sum sufficient to pay such principal,
premium or interest (including Additional Amounts) so becoming due.
IRSA PC shall request that the bank through which any such payment
is to be made agrees to supply to the Trustee two (2) Business Days
prior to the due date for any such payment an irrevocable
confirmation (by tested telex or authenticated SWIFT) of its
intention to make such payment.


(a)  At least five
(5) Business Days prior to the first Payment Date of interest or
principal and, if there has been any change with respect to the
matters set forth in the below-mentioned Officer’s
Certificate, at least five (5) Business Days prior to each Payment
Date of interest or principal thereafter, IRSA PC shall furnish the
Trustee with an Officer’s Certificate instructing the Trustee
as to any circumstances in which payments of principal of or
interest on any Securities (including Additional Amounts) due on
such Payment Date shall be subject to deduction or withholding for
or on account of any taxes and the rate of any such deduction or
withholding. If any such deduction or withholding shall be required
and if IRSA PC therefore becomes liable to pay Additional Amounts
pursuant to the terms of such Securities, then such Officer’s
Certificate shall specify the amount required to be withheld on
such Payment Date to Holders of such Securities and the Additional
Amounts due to Holders of such Securities and that IRSA PC shall
pay in a timely manner such amount to be withheld to the
appropriate governmental authority, and IRSA PC will pay to the
Trustee such Additional Amounts as shall be required to be paid to
such Holders. IRSA PC agrees to indemnify the Trustee and each
Paying Agent for, and to hold each harmless against, any loss,
claim, damage, cost liability or expense reasonably incurred by
them without negligence or willful misconduct on their respective
parts, arising out of or in connection with actions taken or
omitted by them in reliance on any Officer’s Certificate
furnished pursuant to this ‎Section 3.4(b) or
the failure to furnish any such certificate. The obligations of
IRSA PC under the preceding sentence shall survive the payment of
the Securities, the resignation or removal of the Trustee or any
Paying Agent and/or the termination of this Indenture.


(b)  Each of the Paying
Agents hereby agrees (and whenever IRSA PC shall appoint a Paying
Agent with respect to the Securities other than those specified in
‎Section 3.2, it will cause
such Paying Agent to execute and deliver to the Trustee an
instrument in which such Agent shall agree), subject to the
provisions of this Section
3.4:


(i)  that it will hold
all sums received by it as such agent for the payment of the
principal of or interest due on any Securities (whether such sums
have been paid to it by or on behalf of IRSA PC or by any other
obligor on the Securities) in trust for the benefit of the Holders
of such Securities or of the Trustee,


(ii)  that it will give the Trustee
written notice of any failure by IRSA PC (or by any other obligor
on the Securities) to make any payment of the principal of or
interest on any Securities (including Additional Amounts) and any
other payments to be made by or on behalf of IRSA PC under this
Indenture or such Securities when the same shall be due and
payable, and





43


that it
will transfer any such sums so held in trust by it to the Trustee
upon the Trustee’s written request at any time during the
continuance of the failure referred to in clause ‎(ii) above.


IRSA PC
shall give, at its expense, notice of the appointment of any Paying
Agents (other than those specified in ‎Section 3.2) to the Holders
as specified in ‎Section 12.4, and to
the CNV if required under Argentine law.


The
Trustee, in its capacity as the Principal Paying Agent, shall
arrange with all such Paying Agents for the payment, from funds
furnished by IRSA PC to the Trustee pursuant to this Indenture, of
the principal of and interest on the Securities (including
Additional Amounts).


If IRSA
PC shall act as its own paying agent with respect to any
Securities, it will, on or before each Payment Date on such
Securities, set aside, segregate and hold in trust for the benefit
of the Holders of such Securities a sum sufficient to pay such
principal or interest (including Additional Amounts) so becoming
due. IRSA PC will promptly notify the Trustee in writing of any
failure to take such action.


Anything in this
Section 3.4 to the
contrary notwithstanding, IRSA PC may at any time, for the purpose
of obtaining a satisfaction and discharge with respect to any
Securities hereunder, or for any other reason, pay or cause to be
paid to the Trustee all sums held in trust for such Securities by
IRSA PC or any Paying Agent hereunder, as required by this
Section 3.4, such
sums to be held by the Trustee upon the trusts herein
contained.


Anything in this
Section 3.4 to the
contrary notwithstanding, the agreements to hold sums in trust as
provided in this Section are subject to the provisions of
Sections ‎9.3 and ‎9.4.


Section
3.5.  Taxation.


All payments of principal, premium or interest by IRSA PC in
respect of each Security shall be made without deduction or
withholding for or on account of any present or future taxes,
duties, assessments or other governmental charges of whatever
nature (including penalties and interest related thereto)
(“Taxes”), unless IRSA PC
is compelled by law to deduct or withhold such Taxes. If any
withholding or deduction from payments made with respect to the
Securities is required for or on account of Taxes imposed or levied
by or on behalf of Argentina, or any political subdivision thereof
or any authority therein having power to tax (“Argentine Taxes”), IRSA
PC shall pay such additional amounts (“Additional Amounts”) in
respect of such Argentine Taxes as may be necessary to ensure that
the net amounts received by the Holders of such Securities after
such withholding or deduction shall equal the respective amounts
that would have been receivable in respect of such Securities in
the absence of such withholding or deduction, except that no such
Additional Amounts shall be payable:


(i)  to or on behalf
of a Holder or beneficial owner of a Security that is liable for
Argentine Taxes in respect of such Security by reason
of





44


having
a present or former connection with Argentina other than merely
holding or beneficially owning such Security or enforcing rights
with respect to such Security or the receipt of income or any
payments in respect thereof;


(ii)  to
or on behalf of a Holder or beneficial owner of a Security in
respect of Argentine Taxes that would not have been imposed but for
the failure of the Holder or beneficial owner of a Security to
comply with any certification, identification, information,
documentation or other reporting requirement (within thirty (30)
calendar days following a written request from IRSA PC to the
Holder for compliance) if such compliance is required by applicable
law, regulation, administrative practice or an applicable treaty as
a precondition to exemption from, or reduction in the rate of
deduction or withholding of, Argentine Taxes;


(iii)  to
or on behalf of a Holder or beneficial owner of a Security in
respect of any estate, inheritance, gift, sales, transfer, personal
assets or similar tax, assessment or other governmental
charge;


(iv)  to
or on behalf of a Holder or beneficial owner of a Security in
respect of Argentine Taxes payable otherwise than by withholding
from payment of principal of, premium, if any, or interest on the
Securities;


(v)  to or on behalf of
a Holder or beneficial owner of a Security in respect of Argentine
Taxes that would not have been imposed but for the fact that the
Holder presented such Security for payment (where presentation is
required) more than thirty (30) days after the later of (x) the
date on which such payment became due and (y) if the full amount
payable has not been received by the Trustee on or prior to such
due date, the date on which, the full amount having been so
received, notice to that effect shall have been given to the
Securityholders by the Trustee;


(vi)  with
respect to any Security presented for payment (where presentation
is required) at an office of a Paying Agent in Argentina (provided
the Securities can also be presented at an office of a Paying Agent
outside of Argentina without any such withholding or
deduction);


(vii)  where
such withholding or deduction is imposed on a payment and is
required to be made pursuant to European Council Directive
2003/48/EC or any other directive implementing the conclusions of
the ECOFIN Council meeting of November 26-27, 2000 or any law
implementing or complying with, or introduced in order to conform
to, any such directive;


(viii)  any
taxes imposed under FATCA; or


(ix)  for
any combination of items ‎(i)
through (viii) above;


nor
shall Additional Amounts be paid with respect to any payment of the
principal of, or any premium or interest on, any Securities to any
Holder or beneficial owner of a





45


Security who is a
fiduciary or partnership (including an entity treated as a
partnership for United States federal income tax purposes) or
limited liability company or any person other than the sole
beneficial owner of such payment to the extent that a beneficiary
or settlor with respect to such fiduciary or a member of such
partnership or limited liability company or beneficial owner of
such payment would not have been entitled to such Additional
Amounts had it been the Holder of such Securities.


All
references in this Indenture to principal, premium or interest
payable hereunder shall be deemed to include references to any
Additional Amounts payable under this Section 3.5 with respect to
such principal, premium or interest. IRSA PC will provide the
Trustee with documentation reasonably satisfactory to the Trustee
evidencing the payment of any amounts deducted or withheld in
accordance with this Section 3.5 promptly upon IRSA
PC’s payment thereof, and copies of such documentation will
be made available by the Trustee to Holders upon written request to
the Trustee.


(c)  IRSA PC will pay
promptly when due any present or future stamp, court or documentary
taxes or any excise or property taxes, charges or similar levies
that arise in any jurisdiction from the execution, delivery or
registration of each Security or any other document or instrument
referred to herein or therein, excluding any such taxes, charges or
similar levies imposed by any jurisdiction outside Argentina except
those resulting from, or required to be paid in connection with,
the enforcement of such Security after the occurrence and during
the continuance of any Event of Default with respect to the
Security in default.


Section
3.6.  Maintenance of Books and
Records.


IRSA PC will
maintain books, accounts and records in accordance with
IFRS.


Section
3.7.  Status and Ranking.


IRSA PC will ensure that its obligations under each Security will
rank at least pari passu in
right of payment with all other existing and future unsecured and
unsubordinated indebtedness of IRSA PC (other than obligations
preferred by statute or by operation of law, including, without
limitation, tax and labor related claims).


(a)  IRSA PC will ensure
that each Security will at all times qualify as “obligaciones negociables simples no
convertibles” under the Negotiable Obligations Law and
will be entitled to the benefits set forth therein and subject to
the procedural requirements thereof.


Section
3.8.  Listing.


IRSA PC will
use all reasonable efforts to assist the relevant Dealers in
arranging to cause the Securities to be eligible for settlement
through the facilities of DTC, Euroclear and Clearstream, as
applicable, and, if so specified in the terms of a Series of
Securities established pursuant to ‎Section 2.3, to be
accepted for trading on the Merval and the MAE, as applicable. In
connection with any Series of Securities to be listed on the
Luxembourg Stock Exchange for trading on the Euro MTF, the Merval
or on another securities exchange or securities exchanges, IRSA PC
will use all reasonable efforts to have such Series of Securities
accepted for listing and/or trading on such securities exchange or
securities exchanges no later than the date on which
the


46


Securities of such
Series are to be issued and sold (or as soon thereafter as possible
in accordance with the requirements of such securities exchange or
securities exchanges); and IRSA PC will use all reasonable efforts
to cause such listing to be maintained for so long as any of the
Securities of such Series are Outstanding and to furnish to each
specified securities exchange all documents, information and
undertakings that may be reasonably necessary in order to effect or
continue such listing; provided that if, as a result
of the European Union regulated market amended Directive 2001/34/EC
(the “Transparency Directive”) or any legislation
implementing the Transparency Directive or other directives or
legislation, IRSA PC could be required to publish financial
information either more regularly than it otherwise would be
required to or according to accounting principles which are
materially different from the accounting principles which IRSA PC
would otherwise use to prepare its published financial information,
IRSA PC may delist the Securities from trading on the Euro MTF in
accordance with the rules of the Luxembourg Stock Exchange and seek
an alternative admission to listing, trading and/or quotation for
the Securities on a different market of the Luxembourg Stock
Exchange or by such other listing authority, securities exchange
and/or quotation system inside or outside the European Union as the
Board of Directors of IRSA PC may decide.


Section
3.9.  Maintenance of Corporate Existence;
Properties.


IRSA PC will,
and will cause each of its Subsidiaries to, maintain in effect its
corporate existence and all registrations necessary therefore
(except for transactions not otherwise prohibited by ‎Article VIII), take
all actions to maintain all rights, privileges, titles to property
or franchises necessary in the normal conduct of its business and
keep all its property used or useful in the conduct of its business
in good working order and condition; provided that this covenant
shall not require IRSA PC to do so if in each case the Board of
Directors of IRSA PC shall determine in good faith that the
maintenance or preservation thereof is no longer necessary or
desirable in the conduct of business of IRSA PC or the failure to
so comply would not have a material adverse effect on the business,
assets, operations or financial condition of IRSA PC and its
Subsidiaries taken as a whole.


Section
3.10.  Compliance with Law.


IRSA PC will,
and will cause each of its Subsidiaries to, comply with all
applicable laws, rules, regulations, orders and resolutions of each
Government Agency having jurisdiction over it or its business
except where the failure to so comply would not have a material
adverse effect on the business, assets, operations or financial
condition of IRSA PC and its Subsidiaries taken as a
whole.


Section
3.11.  Reports to Holders.


For so long
as any Securities remain Outstanding, IRSA PC will:


(a)  Provide the Trustee
with copies of its (i) annual financial statements audited by an
internationally recognized firm of independent public accountants
within 135 days after the end of IRSA PC’s fiscal year
(which, as of the date of this Indenture, is June 30 of each year)
and (ii) quarterly financial statements (including a balance sheet,
income statement and statement of cash flow for the fiscal quarter
or quarters then ended and the corresponding fiscal quarter or
quarters from the





47


prior
year) within 60 days of the end of each of the first three (3)
fiscal quarters of each fiscal year. Such annual and quarterly
financial statements will be accompanied by a
“management’s discussion and analysis” or other
report of management providing an overview in reasonable detail of
the results of operations and financial condition of IRSA PC and
its Subsidiaries for the periods presented. English translations of
the foregoing documents will be provided for any documents prepared
in a language other than English; provided that IRSA PC will not
be required to provide such copies of public filings which may be
obtained from the SEC via EDGAR System or the CNV or their
respective successors; and


(b)  Provide the Trustee
with copies (including English translations of documents prepared
in a language other than English) of certain material public
filings made with any securities exchange or securities regulatory
agency or authority promptly after such filing; provided that IRSA PC will not
be required to provide such copies of public filings which may be
obtained from the SEC via the EDGAR System or its successor or
through the CNV via its Financial Information System (Autopista de Información
Financiera), or its successor.


In
addition, at any time when IRSA PC is not subject to Section 13 or
15(d) of the Exchange Act or is exempt from the reporting
requirements thereunder pursuant to Rule 12g3-2(b) of the Exchange
Act, IRSA PC will make available, upon request, to the Trustee the
information required pursuant to Rule 144A(d)(4) under the
Securities Act.


If the
Securities of any Series are listed on the Luxembourg Stock
Exchange and the rules of such exchange so require, IRSA PC will
make available the information specified in clause (b) above at the
specified office of the Paying Agent in Luxembourg for the
Securities of such Series.


Delivery of the
above reports and the information described in this ‎Section
3.11to the Trustee is for
informational purposes only and the Trustee’s receipt of such
reports shall not constitute actual or constructive notice of any
information contained therein or determinable from information
contained therein, including IRSA PC’s or any
Subsidiary’s compliance with any of the covenants in this
Indenture (as to which the Trustee is entitled to rely exclusively
on an Officer’s Certificate). The Trustee shall have no
obligation to monitor IRSA PC’s compliance with its
obligations under this ‎Section
3.11.


Section
3.12.  Other Information.


For so long
as any of the Securities remain Outstanding and are
“restricted securities” within the meaning of Rule
144(a)(3) under the Securities Act, IRSA PC will, during any period
in which it is neither subject to Section 13 or 15(d) under the
Exchange Act nor exempt from reporting under the Exchange Act
pursuant to Rule 12g3-2(b) thereunder, make available to any Holder
or any owner of a beneficial interest in a Global Security, to a
prospective purchaser of a Security or beneficial interest therein
who is a Qualified Institutional Buyer, or to the Trustee for
delivery, at IRSA PC’s expense, to such Holder or beneficial
owner or prospective purchaser, as the case may be, in connection
with any sale thereof, in each


48


case at
the Holder’s written request to IRSA PC, the information
specified in, and meeting the requirements of, Rule 144A(d)(4)
under the Securities Act.


Section
3.13.  Notice of Default.


IRSA PC will
notify the Trustee in writing promptly after IRSA PC becomes aware
of the occurrence and continuance of any Event of Default. Each
notice pursuant to this Section 3.13 shall state that
it constitutes a “notice of default” hereunder and
shall be accompanied by an Officer’s Certificate signed by
the Chief Executive Officer or the Chief Financial Officer of IRSA
PC setting forth the details of such Event of Default and stating
what action IRSA PC proposes to take with respect
thereto.


Section
3.14.  Further Actions.


IRSA PC will
use its reasonable efforts to take any action, satisfy any
condition or do anything (including the obtaining or effecting of
any necessary consent, approval, authorization, exemption, filing,
license, order, recording or registration) at any time required in
accordance with the applicable laws and regulations to be taken,
fulfilled or done in order to enable it lawfully to enter into,
exercise its rights and perform and comply with its payment
obligations under the Securities and this Indenture, as the case
may be, to ensure that those obligations are legally binding and
enforceable and to make the Securities and this Indenture
admissible in evidence in the courts of Argentina.


Section
3.15.  Suspension of Covenants.


During any
period of time that  the Securities of any Series achieve Investment
Grade Ratings from at least two of the three Rating Agencies and
 no
Default or Event of Default has occurred and is continuing (the
occurrence of the events described in the foregoing clauses
‎(i) and ‎(ii) being collectively referred to as
a “Covenant
Suspension Event”), with respect to the Securities of
such Series, IRSA PC will not be subject to the provisions
described under Sections ‎3.16,
3.17; and ‎3.19 (collectively,
the “Suspended
Covenants”).


In the
event that IRSA PC and its Subsidiaries are not subject to the
Suspended Covenants for any period of time as a result of the
foregoing, and on any subsequent date (the “Reversion
Date”) one of the Rating Agencies withdraws its Investment
Grade Rating or downgrades its rating assigned to the Securities of
the affected Series below an Investment Grade Rating, and as a
result of such withdrawal or downgrade, the Securities of such
Series no longer have Investment Grade Ratings from at least two
(2) of the three (3) Rating Agencies, then with respect to such
Series of Securities IRSA PC will thereafter again be subject to
the Suspended Covenants. The period of time between the Suspension
Date and the Reversion Date is referred to as the
“Suspension
Period.” Notwithstanding that the Suspended Covenants
may be reinstated, no Default or Event of Default under any Series
of Securities will be deemed to have occurred as a result of a
failure to comply with the Suspended Covenants during the
Suspension Period (or upon termination of the Suspension Period or
after that time based solely on events that occurred during the
Suspension Period).


On the
Reversion Date, all Indebtedness incurred during the Suspension
Period will be classified to have been Incurred pursuant to the
first paragraph of ‎Section
3.16(to the extent such
Indebtedness would be permitted to be incurred thereunder as of
the


49


Reversion Date and
after giving effect to Indebtedness incurred prior to the
Suspension Period and outstanding on the Reversion Date). To the
extent such Indebtedness would not be so permitted to be Incurred
pursuant to the first paragraph of ‎Section 3.16 such
Indebtedness will be deemed to have been outstanding on the Issue
Date, so that it is classified as permitted under clause ‎(f) of the second paragraph of ‎Section
3.16.


IRSA PC
shall promptly notify the Trustee in writing of the occurrence of
any Covenant Suspension Event pursuant to this ‎Section 3.15. In the
absence of such notice, the Trustee shall assume that the Suspended
Covenants are in full force and effect. IRSA PC shall promptly
notify the Trustee in writing upon the reinstatement of the
Suspended Covenants after a Reversion Date. In the absence of such
notice, the Trustee shall assume that the Suspension Period
continues to remain in effect. The Trustee will have no obligation
to (i) independently determine or verify if any of the events
described in this ‎Section 3.15 have
occurred, (ii) make any determination regarding the impact of
actions taken during the Suspension Period on IRSA PC’ s or
any of its Subsidiary’s future compliance with their
covenants or (iii) notify the Holders of the commencement of the
Suspension Period or the Reversion Date.


Section
3.16.  Limitation on Incurrence of Additional
Indebtedness.


IRSA PC will
not Incur any Indebtedness, including Acquired Indebtedness, except
that IRSA PC may Incur Indebtedness, including Acquired
Indebtedness, if, at the time of and immediately after giving pro
forma effect to the Incurrence thereof and the application of the
proceeds therefrom, the Consolidated Interest Coverage Ratio of
IRSA PC is greater than 2.00 to 1, calculated as of the end of the
most recent fiscal quarter ending prior to the date of such
Incurrence.


(1)  Notwithstanding
clause ‎(1) above, IRSA PC may
Incur the following Indebtedness (“Permitted
Indebtedness”):


(a)  Indebtedness in
respect of the Securities, including Additional
Securities;


(b)  Guarantees of
obligations permitted to be Incurred in accordance with this
covenant;


(c)  Hedging
Transactions entered into in the ordinary course of business and
not for speculative purposes, including, without limitation,
Hedging Transactions in respect of the Securities;


(d)  Indebtedness
Incurred for the purpose of financing all or any part of the cost
of constructing, acquiring or improving any asset used or useful in
a Permitted Business of IRSA PC or a Subsidiary in an aggregate
outstanding principal amount not to exceed 10% of total
Consolidated Tangible Assets





50


of IRSA
PC, calculated as of the end of the most recent fiscal quarter
ending prior to the date of such Incurrence;


(e)  Indebtedness
between or among IRSA PC, on the one hand, and any of its
Subsidiaries, on the other hand;


(f)  Indebtedness
outstanding on the Issue Date;


(g)  Indebtedness in
respect of any obligations under workers’ compensation
claims, severance payment obligations, payment obligations in
connection with health or other types of social security benefits,
unemployment or other insurance or self-insurance obligations,
reclamation, statutory obligations, bankers’ acceptances,
performance, surety or similar bonds, letters of credit or
completion or performance guarantees and factoring and other
financing of payables or receivables or other similar obligations
in the ordinary course of business;


(h)  Indebtedness
arising from the honoring by a bank or other financial institution
of a check, draft or similar instrument drawn against insufficient
funds in the ordinary course of business; provided that such Indebtedness
is extinguished within five Business Days of its
Incurrence;


(i)  Refinancing
Indebtedness in respect of:


(1)  Indebtedness (other
than Indebtedness owed to any Subsidiary of IRSA PC) Incurred
pursuant to clause ‎(1) of this
Section 3.16 (it
being understood that no Indebtedness outstanding on the Issue Date
is Incurred pursuant to such clause ‎(1)), or


(2)  Indebtedness
Incurred pursuant to clauses ‎(2)‎(a), (d), ‎(f), (i) or (j) of this Section 3.16;


(j)  Acquired
Indebtedness if the Consolidated Interest Coverage Ratio for IRSA
PC’s most recently completed four fiscal quarters determined
immediately after giving effect to such Incurrence and the related
acquisition (including through a merger, consolidation or
otherwise) is equal to or greater than the Consolidated Interest
Coverage Ratio of IRSA PC determined immediately before giving
effect to such Incurrence and the related acquisition;


(k)  Indebtedness
arising from agreements providing for indemnification, adjustment
of purchase price or similar obligations, in each case, Incurred in
connection with the disposition of any business, assets or
Subsidiary, other than guarantees of Indebtedness incurred by any
Person acquiring all or





51


any
portion of such business, assets or Subsidiary for the purpose of
financing such acquisition; provided that the maximum
aggregate liability in respect of all such Indebtedness will at no
time exceed the gross proceeds actually received by IRSA PC in
connection with such disposition;


(l)  Indebtedness to the
extent the net proceeds thereof are promptly used to redeem the
Securities in full or deposited to defease or discharge the
Securities, in each case in accordance with this
Indenture;


(m)  Deeply Subordinated
Indebtedness;


(n)  Indebtedness
represented by working capital Indebtedness in an aggregate
outstanding principal amount not to exceed US$40,000,000 (or the
equivalent thereof in another currency at the time of
determination); and


(o)  Additional
Indebtedness in an aggregate outstanding principal amount not to
exceed 15.0% of consolidated total assets of IRSA PC, calculated as
of the end of the most recent fiscal quarter ending prior to the
date of such Incurrence.


(3)           For
purposes of determining compliance with, and the outstanding
principal amount of, any particular Indebtedness Incurred pursuant
to and in compliance with this covenant, the amount of Indebtedness
issued at a price that is less than the principal amount thereof
will be equal to the amount of the liability in respect thereof
determined in accordance with IFRS. Accrual of interest, the
accretion or amortization of original issue discount, the payment
of regularly scheduled interest in the form of additional
Indebtedness of the same instrument with the same terms will not be
deemed to be an Incurrence of Indebtedness for purposes of this
Section 3.16;
provided that any
such outstanding additional Indebtedness paid in respect of
Indebtedness Incurred pursuant to any provision of clause ‎(2) of this Section 3.16 will be counted as
Indebtedness outstanding thereunder for purposes of any future
Incurrence under such provision. For purposes of determining
compliance with this ‎Section 3.16, in the event
that an item of proposed Indebtedness meets the criteria of more
than one of the categories of Permitted Indebtedness described in
clauses (2)‎(a) through (2)(o)
of this Section
3.16, or is entitled to be incurred pursuant to paragraph
‎(1) of this Section 3.16, IRSA PC will be
permitted to classify such item of Indebtedness on the date of its
incurrence and may, in its sole discretion, divide and classify an
item of Indebtedness in one or more of the types of Indebtedness
and may later re-divide or reclassify all or a portion of such item
of Indebtedness in any manner that complies with this covenant.
Notwithstanding any other provision of this Section 3.16, the maximum
amount of Indebtedness that IRSA PC may incur pursuant to this
‎Section 3.16 shall not be
deemed to be exceeded as a result solely of fluctuations in
exchange rates or currency values.


Section
3.17.  Limitation on Restricted
Payments.


IRSA PC shall
not take any of the following actions (each, a “Restricted
Payment”):


52


declare
or pay any dividend or make any distribution, whether in cash or in
kind, on or in respect of shares of Capital Stock of IRSA PC to
holders of such Capital Stock (other than dividends or
distributions payable in Capital Stock of IRSA PC); or


(a)  purchase, redeem or
otherwise acquire or retire for value any shares of Capital Stock
of IRSA PC (other than any such shares held by IRSA PC or a
Subsidiary);


unless,
at the time of the Restricted Payment and immediately after giving
effect thereto:


(i)  no Event of Default
shall have occurred and be continuing;


(ii)  IRSA
PC is able to Incur at least US$1.00 of additional Indebtedness
pursuant to clause (1) of Section ‎3.16;
and


(iii)  The
aggregate amount of such Restricted Payment and all other
Restricted Payments made subsequent to the Issue Date (excluding
those permitted to be made pursuant to the further provisions
below) exceeds the sum of:


(A)  100% of cumulative
EBITDA for the period (treated as one accounting period) from July
1, 2015 through the last day of the last fiscal quarter ended prior
to the date of such Restricted Payment minus an amount equal to
150% of cumulative Consolidated Interest Expense for such period;
and


(B)  any reductions of
Indebtedness of IRSA PC or its Subsidiaries after the Issue Date
(other than Indebtedness of Subsidiaries owed to IRSA PC) by
conversion or exchange to Capital Stock of IRSA PC or its
Subsidiaries.


Notwithstanding the
preceding paragraph, this ‎Section
3.17 will not prohibit:


(1)  the payment of any
dividend or distribution or redemption within sixty (60) days after
the date of declaration of such dividend or distribution or notice
of redemption if such payment would have been permitted on the date
of such declaration or notice;


(2)  the purchase,
redemption or other acquisition or retirement of any Capital Stock
of IRSA PC made in exchange for or out of the proceeds of the
issuance or sale of Capital Stock of IRSA PC;


(3)  the purchase,
redemption or other acquisition or retirement of any Capital Stock
or other securities exercisable or convertible into Capital Stock
from any current or former employees, officers, directors or
consultants of IRSA PC or any of its Subsidiaries or their
authorized representatives upon the death, disability or
termination of employment or directorship of such employees,
officers or directors, or the termination of retention of any such
consultants;





53


the
purchase, redemption or other acquisition or retirement of any
Capital Stock deemed to occur upon the exercise of stock options,
warrants or similar rights if such Capital Stock represents a
portion of the exercise price of those stock options, warrants or
similar rights;


(4)  the purchase,
redemption or other acquisition or retirement of any fractional
shares arising out of stock dividends, splits or combinations or
business combinations;


(5)  payments or
distributions to dissenting stockholders of Capital Stock of IRSA
PC or its Subsidiaries pursuant to applicable law in connection
with a consolidation, merger or similar transaction that complies
with the provisions of this Indenture;


(6)  Restricted Payments
in an amount not to exceed the sum of the aggregate net proceeds
and the Fair Market Value of any property or other assets received
by IRSA PC or any Subsidiary after the Issue Date from (i)
contributions of capital or the issuance or sale of Capital Stock
or (ii) the issuance of any Indebtedness of IRSA PC or any of its
Subsidiaries that has been converted into or exchanged for Capital
Stock after the Issue Date; or


(7)  Restricted Payments
in an aggregate amount taken together with all other Restricted
Payments made subsequent to the Issue Date pursuant to this clause
(8) not to exceed the greater of US$50.0 million (or the equivalent
in other currencies) and 10% of the consolidated total assets of
IRSA PC as of the last date of the most recent fiscal quarter of
IRSA PC.


Section
3.18.  Limitation on Liens.


IRSA PC will
not Incur any Liens (except for Permitted Liens) against or upon
any of its properties or assets, whether owned on the Issue Date or
acquired after the Issue Date, or any proceeds therefrom, to secure
any Indebtedness, without expressly providing that the Securities
are secured equally and ratably with the obligations so secured for
so long as such obligations are so secured.


Section
3.19.  Limitation on Transactions with
Affiliates. IRSA PC will not enter into any transaction or
series of related transactions (including, without limitation, the
purchase, sale, lease or exchange of any property or the rendering
of any service) with, or for the benefit of, any of its Affiliates
(each an “Affiliate Transaction”), unless the terms of
such Affiliate Transaction are not materially less favorable than
those that could reasonably be expected to be obtained in a
comparable transaction at such time on an arm’s-length basis
from a Person that is not an Affiliate of IRSA PC; provided that the foregoing
limitation will not apply to:


(a)  Affiliate
Transactions with or among IRSA PC and any of its
Subsidiaries;


(b)  fees and
compensation paid to, and any indemnity provided on behalf of,
officers, directors, employees, consultants or agents of IRSA PC or
any Subsidiary as determined in good faith by IRSA PC’s Board
of Directors;





54


Affiliate
Transactions undertaken pursuant to any contractual obligations or
rights in existence on the Issue Date and any amendment,
modification or replacement of such agreement (so long as such
amendment, modification or replacement is not materially more
disadvantageous to the Holders of the Securities, taken as a whole,
than the original agreement as in effect on the Issue
Date);


(c)  loans and advances
to officers, directors and employees of IRSA PC or any Subsidiary
in the ordinary course of business in an aggregate outstanding
principal amount not exceeding US$1,000,000 (or the equivalent in
other currencies); and


(d)  transactions in
which IRSA PC delivers to the Trustee a written opinion from an
Independent Financial Advisor stating that such transaction or
series of transactions is fair to IRSA PC from a financial point of
view or stating that that the terms thereof are not materially less
favorable to IRSA PC than those that could reasonably be expected
to have been obtained by IRSA PC in a comparable transaction at the
time of the Affiliate Transaction in arm’s length dealings
with a Person who is not an Affiliate.


Section
3.20.  Conduct of Business.


IRSA PC and
its Subsidiaries, taken as a whole, will remain primarily engaged
in Permitted Businesses.


Section
3.21.  Change of Control.


Upon
the occurrence of a Change of Control Triggering Event, each Holder
will have the right to require that IRSA PC purchase all or a
portion (in integral multiples of US$1,000 or in the minimum
denominations of any Specified Currency) of the Holder’s
Securities at a purchase price equal to 101% of the principal
amount thereof, plus accrued and unpaid interest thereon to (and
excluding) the date of purchase (the “Change of Control
Payment”).


(b)           Within
thirty (30) days following the date upon which the Change of
Control Triggering Event occurred, IRSA PC must deliver a notice to
each Holder, with a copy to the Trustee, offering to purchase the
Securities of each Series as described above (a “Change of Control
Offer”). The Change of Control Offer shall state,
among other things, the purchase date, which must be no earlier
than thirty (30) days nor later than sixty (60) days from the date
the notice is given, other than as may be required by law (the
“Change of Control
Payment Date”).


(c)           On
the Change of Control Payment Date, IRSA PC will, to the extent
lawful:


(1)  accept for payment
all Securities or portions thereof properly tendered and not
withdrawn pursuant to the Change of Control Offer;


(2)  deposit with the
Paying Agent funds in an amount equal to the Change of Control
Payment in respect of all Securities or portions thereof so
tendered and not withdrawn; and





55


deliver
or cause to be delivered to the Trustee the Securities so accepted
together with an Officer’s Certificate stating the aggregate
principal amount of Securities or portions thereof being purchased
by IRSA PC.


(d)           If
only a portion of a Security is purchased pursuant to a Change of
Control Offer, a new Security in a principal amount equal to the
portion thereof not purchased will be issued in the name of the
Holder thereof upon cancellation of the original Security (or
appropriate adjustments to the amount and beneficial interests in a
Global Note will be made, as appropriate). In all cases Holders of
the Securities shall be treated on an equal basis.


(e)           IRSA
PC will not be required to make a Change of Control Offer upon a
Change of Control Triggering Event if (1) a third party makes the
Change of Control Offer in the manner, at the times and otherwise
in compliance with the requirements set forth in this Indenture
applicable to a Change of Control Offer made by IRSA PC and
purchases all Securities properly tendered and not withdrawn under
the Change of Control Offer, or (2) notice of redemption has been
given pursuant to this Indenture as described under ‎Section 10.1 unless
and until there is a default in payment of the applicable
redemption price.


(f)           In
the event that Holders of not less than 95% of the aggregate
principal amount of the Outstanding Securities of a Series accept a
Change of Control Offer and IRSA PC or a third party purchases all
of the Securities held by such Holders, IRSA PC will have the
right, on not less than thirty (30) nor more than sixty (60)
days’ prior notice, given not more than thirty (30) days
following the Change of Control Payment Date described above, to
redeem all of the Securities of that Series that remain Outstanding
following such purchase at a purchase price equal to the Change of
Control Payment plus, to the extent not included in the Change of
Control Payment, accrued and unpaid interest, if any, on the
Securities that remain Outstanding, to the date of repurchase
(subject to the right of Holders on the relevant Regular Record
Date to receive interest due on the relevant Interest Payment
Date).


(g)           Holders,
by acceptance of the Securities, are deemed to acknowledge that
other existing and future Indebtedness of IRSA PC may contain
prohibitions on the occurrence of events that would constitute a
Change of Control or require that Indebtedness to be repurchased
upon a Change of Control. Moreover, the exercise by the Holders of
their right to require IRSA PC to repurchase the Securities upon a
Change of Control Triggering Event may cause a default under such
Indebtedness even if the Change of Control itself does
not.


Holders, by
acceptance of the Securities, are deemed to acknowledge that if a
Change of Control Triggering Event occurs, there can be no
assurance that IRSA PC will have available funds sufficient to make
the Change of Control Payment for all the Securities that might be
delivered by Holders seeking to accept the Change of Control
Offer.


56


(h)           Holders
will not be entitled to require IRSA PC to purchase their
Securities in the event of a takeover, recapitalization, leveraged
buyout or similar transaction which does not result in a Change of
Control Triggering Event.


(i)           IRSA
PC will comply with the requirements of Rule 14e-l under the
Exchange Act and any other applicable securities laws and
regulations to the extent such laws and regulations are applicable
in connection with a Change of Control Offer. To the extent that
the provisions of any securities laws or regulations conflict with
this Section 3.21,
IRSA PC will comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations
under this Indenture by doing so.


(j)           Holders
by acceptance of the Securities, are deemed to acknowledge that the
definition of Change of Control includes a phrase relating to the
direct or indirect sale, lease, transfer, conveyance or other
disposition of “all or substantially all” of the
properties or assets of IRSA PC and its Subsidiaries taken as a
whole. Although there is a limited body of case law interpreting
the phrase “substantially all,” there is no precise
established definition of the phrase under applicable law.
Accordingly, the ability of a Holder to require IRSA PC to
repurchase its Securities as a result of a sale, lease, transfer,
conveyance or other disposition of less than all of the assets of
IRSA PC and its Subsidiaries taken as a whole to another Person or
group may be uncertain.


ARTICLE
IV





DEFAULTS AND REMEDIES OF THE
TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT


Section
4.1.  Events of Default.


Unless
otherwise specified in the terms of a Series of Securities
established pursuant to ‎Section 2.3, as long
as any of the Securities of a Series are Outstanding, if any of the
following events (each an “Event of Default”) shall
have occurred and be continuing with respect to the Securities of
such Series:


(a)  IRSA PC shall fail
to pay any principal or interest (or Additional Amounts, if any) on
the Securities of such Series on the date when it becomes due and
payable in accordance with the terms thereof, and such failure
shall continue for a period of seven days (in the case of
principal) or fourteen (14) days (in the case of interest or
Additional Amounts, if any);


(b)  IRSA PC shall
fail duly to perform or observe any other covenant or obligation
applicable to such Series under this Indenture or such Securities,
and such failure shall continue for a period of ninety (90) days
after written notice to that effect is received by IRSA PC or by
IRSA PC and the Trustee from the Holders of at least 25% in
aggregate principal amount of the Outstanding Securities of such
Series specifying such failure and requiring it to be remedied and
stating that such notice constitutes a “notice of
default” under this Indenture;


(c)  IRSA PC shall
fail to pay when due at the final scheduled maturity thereof
principal of any of its Indebtedness in an aggregate past due
principal amount of





57


at
least US$40,000,000 (or the equivalent thereof in another currency
at the time of determination) and such failure shall continue after
the grace period, if any, applicable thereto, or any other event of
default shall occur under any agreement or instrument relating to
any such Indebtedness in an aggregate principal amount of at least
US$40,000,000 (or the equivalent thereof in another currency at the
time of determination), and in each case such other event of
default shall result in the acceleration of the final scheduled
maturity thereof in an aggregate past due principal amount of at
least US$40,000,000 (or the equivalent thereof at the time of
determination);


(d)  a court having
jurisdiction enters a final decree or order for (1) relief in
respect of IRSA PC in an involuntary case under the Argentine Law
No. 24,522, as amended (the “Bankruptcy Law”), or any
other applicable bankruptcy, insolvency or other similar law now or
hereafter in effect or (2) the appointment under any applicable
bankruptcy, insolvency or other similar law of an administrator,
receiver or trustee for IRSA PC for all or substantially all of the
property of IRSA PC and, in each case, such decree or order shall
remain unstayed and in effect for a period of 90 consecutive days;
or


(e)  IRSA PC (1)
commences a voluntary case under the Bankruptcy Law or any other
applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or (2) consents to the appointment under any
applicable bankruptcy, insolvency or other similar law of or taking
possession by an administrator, receiver, trustee or intervenor for
IRSA PC for all or substantially all of the properties of IRSA
PC;


then
the Trustee shall, upon the request of the Holders of not less than
25% in aggregate principal amount of the Outstanding Securities of
such Series, by written notice to IRSA PC, declare all the
Securities of such Series then Outstanding to be immediately due
and payable. If an Event of Default set forth in ‎Section 4.1(c) has
occurred and is continuing with respect to the Securities of any
Series, such Event of Default shall be automatically rescinded and
annulled once the event of default or payment default triggering
such Event of Default pursuant to ‎Section 4.1(c) shall
be remedied or cured by IRSA PC or waived by the holders of the
relevant Indebtedness. No such rescission and annulment shall
affect any subsequent Event of Default or impair any right
consequent thereto. Upon any such declaration of acceleration, the
principal of the Securities so accelerated and the interest accrued
thereon and all other amounts payable with respect to such
Securities shall become and be immediately due and payable. If the
Event of Default or Events of Default giving rise to any such
declaration of acceleration are cured following such declaration,
such declaration may be rescinded by the Holders of such Securities
in the manner set forth in this Indenture.


At any
time after a declaration of acceleration has been made with respect
to the Securities of any Series, the Holders of a majority in
aggregate principal amount of the Outstanding Securities of such
Series, by written notice to IRSA PC and the Trustee, may rescind
and annul such declaration and its consequences if the rescission
would not conflict with any judgment or decree; IRSA PC has paid or
deposited with the Trustee a sum sufficient to pay all overdue
installments of interest on the Securities of such Series, the
principal of (and premium, if any, on) any Securities of
such





58


Series
which has become due otherwise than by such declaration of
acceleration, and interest thereon at the rate or rates prescribed
therefore by the terms of the Securities of such Series, to the
extent that payment of such interest is lawful, interest upon
overdue installments of interest at the rate or rates prescribed
therefore by the terms of the Securities of such Series, to the
extent that payment of such interest is lawful and all sums paid or
advanced by the Trustee and the Agents hereunder and the reasonable
compensation, expenses, disbursements and advances of the Trustee,
the Agents and their respective agents and counsel; and all Events
of Default with respect to such Series of Securities, other than
the nonpayment of the principal, premium or interest on the
Securities of such Series that has become due solely because of
such acceleration, have been cured or waived. No such rescission
shall affect any subsequent Event of Default or impair any right
consequent thereto.


Section
4.2.  Collection of Indebtedness by
Trustee.


IRSA PC
covenants that in case there shall be a default in the payment of
any installment of interest (including Additional Amounts) on any
of the Securities of any Series when such interest (including
Additional Amounts) shall have become due and payable, and such
default shall have continued for a period of fourteen (14) days or
in case there shall be a default in the payment of all or any part
of the principal of any of the Securities of any Series when the
same shall have become due and payable, whether upon maturity or by
declaration or otherwise, and such default continues for a period
of seven (7) days; then upon demand by the Trustee, IRSA PC will
pay to the Trustee for the benefit of the Holders of any such
Security the whole amount that then shall have become due and
payable on any such Security for principal or interest (including
Additional Amounts), as the case may be (with interest to the date
of such payment upon the overdue principal and, to the extent that
payment of such interest is enforceable under applicable law, on
overdue installments of interest at the rate or rates of interest
specified in any such Security); and in addition thereto, IRSA PC
will pay such further amount as shall be sufficient to cover the
reasonable costs and expenses of collection, including reasonable
compensation to, and reimbursement of the expenses of, the Trustee
and each predecessor Trustee, their respective agents, attorneys
and counsel, and any expenses and liabilities incurred, and all
advances made, by the Trustee and each predecessor Trustee, as
provided in ‎Section 5.6, except as a
result of its negligence or willful misconduct.


In case
IRSA PC shall fail forthwith to pay such amounts upon such demand,
the Trustee, in its own name and as trustee of an express trust,
shall be entitled and empowered to institute any action or
proceedings at law or in equity for the collection of the sums so
due and unpaid, and may prosecute any such action or proceedings to
judgment or final decree, and may enforce any such judgment or
final decree against IRSA PC or other obligor upon the Securities
of such Series and collect in the manner provided by law out of the
property of IRSA PC or other obligor upon such Securities, wherever
situated, the moneys adjudged or decreed to be
payable.


All
rights of action and of asserting claims under this Indenture or
under the Securities of any Series may be enforced by the Trustee
without the possession of any of the Securities of such Series or
the production thereof on any trial or other proceedings relative
thereto, and any such action or proceedings instituted by the
Trustee shall be


59


brought
in its own name as trustee of an express trust, and any recovery of
judgment, subject to the payment of the expenses, disbursements and
compensation of the Trustee, each predecessor Trustee and their
respective agents and attorneys, shall be for the ratable benefit
of the Holders of the Securities of the Series in respect of which
such action was taken.


In any
proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to
which the Trustee shall be a party), the Trustee shall be held to
represent all the Holders of the Securities of the Series in
respect to which such action was taken, and it shall not be
necessary to make any Holders of such Securities parties to any
such proceedings.


Nothing
herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition
affecting the Securities of any Series or the rights of any Holder
thereof or to authorize the Trustee to vote in respect of the claim
of any Holder in any such proceeding.


Section
4.3.  Application of Proceeds.


Any moneys
collected by the Trustee pursuant to this Article IV in respect of a
Series of Securities shall be applied in the following order at the
date or dates fixed by the Trustee and, in case of the distribution
of such moneys on account of principal (including Additional
Amounts), upon presentation of the Securities of such Series in
respect of which moneys have been collected and stamping (or
otherwise noting) thereon the payment, or issuing Securities in
reduced principal amounts in exchange for the presented Securities
if only partially paid, or upon surrender thereof if fully
paid:


FIRST:
To the payment of all amounts due to the Trustee and/or any
predecessor Trustee under ‎Section
5.6,
except for any such amounts that result from its own negligence or
willful misconduct;


SECOND:
To the payment of all amounts due to the Agents under ‎Section 1.2;


THIRD:
In case the principal of the Securities in respect of which moneys
have been collected shall not have become and be then due and
payable, to the payment of overdue interest (including Additional
Amounts) on such Securities in default in the order of the maturity
of the installments of such interest (including Additional
Amounts), with interest upon the overdue installments of interest
(including Additional Amounts) at the rate or rates of interest
specified in such Securities, such payments to be made ratably to
the Persons entitled thereto, without discrimination or
preference;


FOURTH:
In case the principal of the Securities of such Series in respect
of which moneys have been collected shall have become and shall be
then due and payable, to the payment of the whole amount then owing
and unpaid upon all such Securities for principal and interest
(including Additional Amounts), with interest upon the overdue
principal, and upon overdue installments of interest





60


(including
Additional Amounts), at the rate or rates of interest specified in
such Securities; and in case such moneys shall be insufficient to
pay in full the whole amount so due and unpaid upon such Securities
of such Series, then to the payment of such principal and interest
(including Additional Amounts), without preference or priority of
principal over interest (including Additional Amounts), or of
interest over principal, or of any installment of interest over any
other installment of interest, or of such Security over any other
such Security, ratably to the aggregate of such principal and
accrued and unpaid interest (including Additional Amounts);
and


FIFTH:
To the payment of the remainder, if any, to IRSA PC or any other
Person lawfully entitled thereto of which the Trustee has received
written notice.


Section
4.4.  Suits for Enforcement.


In case an
Event of Default has occurred, has not been waived and is
continuing, the Trustee may in its discretion (but is not required
to) proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee
shall deem most effectual to protect and enforce any of such
rights, either at law or in equity or in bankruptcy or otherwise,
whether for the specific enforcement of any covenant or agreement
contained in this Indenture or in aid of the exercise of any power
granted in this Indenture or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by
law.


Section
4.5.  Restoration of Rights on Abandonment of
Proceedings.


In case the
Trustee shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or
abandoned for any reason, or shall have been determined adversely
to the Trustee, then and in every such case IRSA PC, the Holders
and the Trustee shall, subject to any determination in such
proceeding and to applicable law, be restored respectively to their
former positions and rights hereunder, and all rights, remedies and
powers of IRSA PC, the Trustee and the Securityholders shall
continue as though no such proceedings had been taken.


Section
4.6.  Limitations on Suits by
Securityholders.


Except as
provided in ‎Section 4.7, no Holder of
any Security of any Series shall have any right by virtue or by
availing itself of any provision of this Indenture or of the
Securities of such Series, to institute any action or proceeding at
law or in equity or in bankruptcy or otherwise upon or under or
with respect to this Indenture, or for the appointment of a
trustee, receiver, liquidator, custodian or other similar official
or for any other remedy hereunder, unless (i) such Holder
previously shall have given to the Trustee written notice of
default and of the continuance thereof with respect to the
Securities of such Series, (ii) Holders of not less than 25% in
aggregate principal amount of the Securities of such Series then
Outstanding shall have made written request upon the Trustee to
institute such action or proceedings in its own name as trustee
hereunder and shall have offered to the Trustee such indemnity
and/or security satisfactory to the Trustee as it may require
against the costs, expenses and liabilities to be incurred therein
or thereby, (iii) the Trustee for ninety (90) days after its
receipt of such notice, request and offer of indemnity shall have
failed to institute any such action or proceeding and (iv) no
direction inconsistent with such written request shall have been
given to the Trustee pursuant to ‎Section 4.9; it being
understood and intended that no Holder of Securities of such Series
shall have any right in any manner


61


whatever by virtue
of any provision of this Indenture to affect, disturb or prejudice
the rights of any other Holder of Securities of such Series, or to
obtain or seek to obtain priority over or preference to any other
such Holder or to enforce any right under this Indenture, except in
the manner herein provided and for the equal, ratable and common
benefit of all Holders of Securities of such Series.


Section
4.7.  Unconditional Right of Securityholders to
Institute Certain Suits.


Notwithstanding
any other provision in this Indenture and any provision of any
Security, the right of any Holder of any Security to receive
payment of the principal of and interest on such Security
(including Additional Amounts) on or after the respective due dates
expressed in such Security, or to institute suit, including a
summary judicial proceeding (acción ejecutiva individual) in
Argentina pursuant to Article 29 of the Negotiable Obligations Law,
for the enforcement of any such payment on or after such respective
due dates, shall not be impaired or adversely affected without the
consent of such Holder.


Section
4.8.  Powers and Remedies Cumulative; Delay or
Omission Not Waiver of Default.


Except as
provided in ‎Section 4.6, no
right or remedy herein conferred upon or reserved to the Trustee or
to the Securityholders is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right
or remedy.


No
delay or omission of the Trustee or of any Securityholder to
exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right
or power or shall be construed to be a waiver of any such Event of
Default or an acquiescence therein; and, subject to ‎Section 4.6, every power
and remedy given by this Indenture or by law to the Trustee or to
the Securityholders may be exercised from time to time, and as
often as shall be deemed expedient, by the Trustee or by the
Securityholders.


Section
4.9.  Control by
Securityholders.


Subject to
Section 5.1(e), the
Holders of a majority in aggregate principal amount of the
Securities of any Series at the time Outstanding shall have the
right to direct the time, method, and place of conducting any
proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee with respect to the
Securities of such Series by this Indenture; provided that such direction
shall not be otherwise than in accordance with law and the
provisions of this Indenture and shall not expose the Trustee to
personal liability and shall not be unduly prejudicial to the
interests of Holders of the Securities of such Series not joining
in the giving of said direction, it being understood that (subject
to ‎Section 5.1) the
Trustee shall have no duty to ascertain whether or not such actions
or forbearance are unduly prejudicial to such Holders.


Nothing
in this Indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and
which is not inconsistent with such direction or directions by
Securityholders.


62


Waiver of Past Defaults.


At a meeting
duly convened at which a quorum is present as provided in ‎Section 6.6, the
Holders of a majority in aggregate principal amount of the
Outstanding Securities of a Series represented and voting at such
meeting may, on behalf of the Holders of all the Securities of such
Series, waive any past or present default or Event of Default with
respect to such Series and its consequences, except a default in
respect of a covenant or provision hereof that cannot be modified
or amended without the consent of each Holder of Securities of such
Series affected as provided in ‎Section 7.2. In the case of
any such waiver, IRSA PC, the Trustee and the Holders of the
Securities of such Series shall be restored to their former
positions and rights hereunder, respectively.


Upon
any such waiver, such default shall cease to exist and be deemed to
have been cured and not to have occurred with respect to such
Series, and any Event of Default arising therefrom shall be deemed
to have been cured, and not to have occurred with respect to such
Series for every purpose of this Indenture, but no such waiver
shall extend to any subsequent or other default or Event of Default
or impair any right consequent thereon or affect any other Series
of Securities.


Section
4.10.  Payments after a Default.


Upon the
occurrence of an Event of Default with respect to the Securities of
a Series and the subsequent declaration by the Trustee or the
relevant Holders that the principal amount of all the Securities of
such Series is due and payable immediately, the Trustee may by
notice in writing: to IRSA PC and any Paying Agent, require each
Paying Agent to deliver all Securities of such Series and all
moneys, documents and records held by it with respect to the
Securities of such Series to the Trustee or as the Trustee
otherwise directs in such notice; and require any Paying Agent to
act as agent of the Trustee under this Indenture and the Securities
of such Series, and thereafter to hold all Securities of such
Series and all moneys, documents and records held by it in respect
to such Securities of such Series to the order of the Trustee;
provided that the
Trustee shall not thereby become obligated, or have any obligation,
to compensate or indemnify such Paying Agent or to reimburse such
Paying Agent for any expense.


Section
4.11.  Notice of Events of
Default.


If an Event
of Default occurs and is continuing with respect to the Securities
of any Series of which the Trustee is deemed to have knowledge in
accordance with ‎Section 5.2,
the Trustee shall give to Holders of such Series of Securities a
notice of the Event of Default in accordance with Section 12.4 within ninety (90)
days after the Trustee is deemed to have knowledge unless such
Event of Default shall have been cured or waived. Except in the
case of a default in payment on any Security, the Trustee may
withhold the notice if and so long as the board of directors, the
executive committee or a trust committee of directors and/or a
committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of Holders.


63








CONCERNING THE
TRUSTEE


Section
4.12.  Duties and Responsibilities of the
Trustee.


Except during the continuance of an Event of Default,


(1)  the Trustee
undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants
or obligations shall be read into this Indenture against the
Trustee; and


(2)  in the absence of
bad faith on the part of the Trustee, the Trustee may conclusively
rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon any statements, certificates or
opinions furnished to the Trustee and conforming to the
requirements of this Indenture; but in the case of any such
statements, certificates or opinions that by any provision hereof
are specifically required to be furnished to the Trustee, the
Trustee shall be under a duty to examine the same to determine
whether or not they conform to the requirements of this
Indenture;


(f)  If an Event of
Default has occurred and is continuing, the Trustee shall exercise
such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in its exercise, as a prudent
man would exercise under the circumstances in the conduct of his
own affairs.


(g)  No provision of
this Indenture shall be construed to relieve the Trustee from
liability for its own negligence or willful misconduct, except
that


(1)  this Subsection
shall not be construed to limit the effect of Section 5.1(a);


(2)  the Trustee shall
not be liable for any error of judgment made in good faith by a
Responsible Officer or Responsible Officers of the Trustee, unless
it shall be proved that the Trustee was negligent in ascertaining
the pertinent facts;


(3)  the Trustee shall
not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the
Holders of a majority in aggregate principal amount of the
Outstanding Securities of any Series relating to the time, method
and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred upon the
Trustee, under this Indenture; and


(4)  none of the
provisions contained in this Indenture shall require the Trustee to
expend, advance or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for





64


believing that the
repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it.


(h)  Whether or not
herein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording
protection to the Trustee is subject to this‎Article
V.


(i)  The Trustee shall
be under no obligation to exercise any of the trusts or powers
vested in it by this Indenture at the request, order or direction
of any of the Securityholders pursuant to the provisions of this
Indenture unless such Securityholders shall have offered to the
Trustee security and/or indemnity satisfactory to the Trustee
against the costs, expenses and liabilities that might be incurred
thereby.


Section
4.13.  Certain Rights of the
Trustee.





(a)  The Trustee may
rely and shall be protected in acting or refraining from acting
upon any resolution of the Board of Directors, Officer’s
Certificate or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, bond, debenture,
note, coupon, security or other paper or document believed by it to
be genuine and to have been signed or presented by the proper party
or parties.


(b)  Any request,
direction, order or demand of IRSA PC mentioned herein shall be
sufficiently evidenced by a Company Order (unless other evidence in
respect thereof is herein specifically prescribed); and any
resolution of the Board of Directors may be evidenced to the
Trustee by a copy thereof certified by the secretary of the Board
of Directors of IRSA PC.


(c)  The Trustee shall
not be liable for any action taken or omitted by it in good faith
and believed by it to be authorized or within the discretion,
rights or powers conferred upon it by this Indenture.


(d)  The Trustee shall
not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval,
appraisal, bond, debenture, guarantee, note, coupon, security, or
other paper or document unless requested in writing so to do by the
Holders of not less than a majority in aggregate principal amount
of the Securities of a Series then Outstanding; provided that if the payment
within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not satisfactorily
assured to the Trustee, the Trustee may require from the
Securityholders indemnity satisfactory to the Trustee against such
costs, expenses or liabilities as a condition to proceeding; the
reasonable costs, expenses and liabilities of every such
investigation shall be paid by IRSA PC or, if paid by the Trustee
or any predecessor trustee, shall be repaid by IRSA PC promptly
upon demand.





65


The
Trustee may consult with counsel at IRSA PC’s expense and the
advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action
taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.


(e)  The Trustee may
execute any of its powers or perform any of its duties hereunder
either directly or by or through agents or attorneys not regularly
in its employ and the Trustee shall not be responsible for any
negligence or willful misconduct on the part of any such agent or
attorney appointed with due care by it hereunder.


(f)  The rights,
privileges, protections, immunities and benefits given to the
Trustee, including, without limitation, its rights to be
indemnified, are extended to, and shall be enforceable by the
Trustee in each of its capacities hereunder.


(g)  Anything in this
Indenture to the contrary notwithstanding, in no event shall the
Trustee or any Agent be liable under or in connection with this
Indenture and the Securities for indirect, special, incidental,
punitive or consequential losses or damages of any kind whatsoever,
including but not limited to lost profits, whether or not
foreseeable, even if the Trustee or such Agent has been advised of
the possibility thereof and regardless of the form of action in
which such damages are sought.


(h)  The Trustee shall
not be deemed to have notice of any Event of Default with respect
to the Securities unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event
which is in fact such a default is received by the Trustee at the
Corporate Trust Office of the Trustee, and such notice references
the Securities and this Indenture.


(i)  The Trustee may at
any time request, and IRSA PC shall, deliver an Officer's
Certificate setting forth the specimen signatures and the names of
individuals and/or titles of Officers and Authorized Persons
authorized at such time to take specified actions pursuant to this
Indenture, which Officer’s Certificate may be signed by any
Person authorized to sign an Officer's Certificate, including any
Person specified as so authorized in any such certificate
previously delivered and not superseded.


(j)  Notwithstanding any
provision herein to the contrary, in no event shall the Trustee be
liable for any failure or delay in the performance of its
obligations under this Indenture because of circumstances beyond
its control, including, but not limited to, acts of God, flood, war
(whether declared or undeclared), terrorism, fire, riot, strikes or
work stoppages for any reason, embargo, government action,
including any laws, ordinances, regulations or the like which
restrict or prohibit the providing of the services contemplated by
this Indenture, inability to obtain material, equipment, or
communications or computer facilities, or the failure of equipment
or interruption of communications or





66


computer
facilities, and other causes beyond its control whether or not of
the same class or kind as specifically named above.


(k)  Neither the Trustee
nor any Agent shall have any liability or responsibility with
respect to, or obligation or duty to monitor, determine or inquire
as to IRSA PC’s compliance with any covenant under this
Indenture (other than the covenant to make payment on the
Securities).


(l)  Any resolutions of
the Board of Directors of IRSA PC required to be delivered to the
Trustee pursuant to this Indenture or any Series of Securities may
be in Spanish and need not be accompanied by an English translation
and the Trustee shall have not duty or obligation to review such
resolutions or otherwise inquire as to or confirm the content
thereof, and the Trustee may conclusively rely upon the receipt of
any such Board Resolutions as to the requisite authority for the
action relating to purpose for which they were
delivered.


(m)  To the extent that
the consent or authorization of the CNV or any other Argentine
governmental or regulatory authority or compliance with the
Negotiable Obligations Law is required for IRSA PC's, the Trustee's
or any Agent's performance under the Securities or this Indenture,
none of the Trustee or any Agent shall have any duty or obligation
to determine whether such approval, consent or authorization or
compliance is required or any duty or obligation to obtain any
consent, approval or authorization or ensure such compliance. IRSA
PC shall notify the Trustee and the Agents, as applicable, in
writing if the approval, consent or authorization of the CNV or
such other Argentine governmental or regulatory authority or
compliance with the Negotiable Obligations Law, as applicable, is
required for IRSA PC's or the Trustee's performance under the
Securities or this Indenture and, if applicable, whether or not
such consent has been obtained by IRSA PC.


Section
4.14.  Trustee Not Responsible for Recitals,
Disposition of Securities or Application of Proceeds
Thereof.


The recitals
contained herein and in the Securities, except the Trustee’s
certificates of authentication, shall be taken as the statements of
IRSA PC, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representation as to
the validity or sufficiency of this Indenture, or any offering
materials (including the Offering Memorandum and any Pricing
Supplement) or of the Securities. The Trustee shall not be
accountable for the use or application by IRSA PC of any of the
Securities or of the proceeds thereof.


Section
4.15.  Trustee and Agents May Hold Securities;
Collections, etc.


The Trustee
or any agent of IRSA PC or the Trustee, in its individual or any
other capacity, may become the owner or pledgee of the Securities
with the same rights it would have if it were not the Trustee or
such agent and may otherwise deal with IRSA PC and receive,
collect, hold and retain collections from IRSA PC with the same
rights it would have if it were not the Trustee or such agent. If
the Trustee has or shall acquire a conflicting interest, the
Trustee shall either eliminate such interest or resign, to the
extent and in the


67


manner
provided by this Indenture. The Trustee shall not be deemed to have
a conflicting interest by virtue of being a trustee under this
Indenture with respect to Securities of more than one
Series.


Section
4.16.  Moneys Held By Trustee.


Subject to
the provisions of ‎Section 9.4, all
moneys received by the Trustee shall, until used or applied as
herein provided, be held in trust for the purposes for which they
were received, but need not be segregated from other funds except
to the extent required by law. None of the Trustee, any Agent or
any other agent of IRSA PC or the Trustee shall be under any
liability for interest on or investment of any moneys received by
it hereunder.


Section
4.17.  Compensation and Indemnification of Trustee
and Its Prior Claim.


IRSA PC
covenants and agrees to pay to the Trustee from time to time, and
the Trustee shall be entitled to, such amount as shall have been
agreed in writing by IRSA PC and the Trustee (such compensation not
to be limited by any provision of law in regards to the
compensation of a trustee of an express trust) and reimbursement of
its reasonable, documented and invoiced out-of-pocket expenses,
disbursements and advances (including the reasonable fees and
expenses, disbursements and advances of its agents and counsel)
incurred by it in connection with the services rendered by it
hereunder.


IRSA PC
also covenants to indemnify and defend the Trustee for, and to hold
it harmless against, any loss, damage, claim, cost liability or
expense (including, without limitation, the reasonable compensation
and the expenses and disbursements of its counsel) arising out of
or in connection with the acceptance or administration of this
Indenture or the trusts hereunder and the performance of its duties
and the exercise of its rights hereunder, including the reasonable
costs and expenses of defending itself against or investigating any
claim of liability in the premises, except to the extent such loss,
liability or expense is due to its own negligence or willful
misconduct. The obligations of IRSA PC under this Section 5.6 to compensate and
indemnify the Trustee and each predecessor Trustee and to pay or
reimburse the Trustee and each predecessor Trustee for expenses,
disbursements and advances shall constitute additional indebtedness
hereunder and shall survive payment of the Securities, the
resignation or removal of such Trustee and/or the satisfaction and
discharge of this Indenture. As security for the performance of
IRSA PC’s obligations under this Indenture, the Trustee shall
have a lien prior to the Securities on all property and funds held
or collected by the Trustee as such, except funds held in trust for
the payment of principal of (and premium, if any) or interest on
particular Securities.


When
the Trustee incurs expenses or renders services after an Event of
Default specified in ‎Section
4.1(d) or ‎(e) occurs, the
expenses and the compensation for the services (including the fees
and expenses of its agents and counsel) are intended to constitute
expenses of administration under any bankruptcy law.


Section
4.18.  Right of Trustee to Rely on Officer’s
Certificate, etc.


Whenever in
the administration of the trusts of this Indenture the Trustee
shall deem it necessary or desirable that a matter be proved or
established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof
shall be herein


68


specifically
prescribed) may, in the absence of bad faith on the part of the
Trustee, be deemed to be conclusively proved and established by an
Officer’s Certificate delivered to the Trustee, and such
certificate, in the absence of bad faith on the part of the
Trustee, shall be full warranty to the Trustee for any action
taken, suffered or omitted by it under the provisions of this
Indenture upon the faith thereof.


Section
4.19.  Persons Eligible for Appointment as
Trustee.


The Trustee
for each Series of the Securities issued hereunder shall at all
times be a Person that has a combined capital and surplus of at
least US$50,000,000, is authorized under the laws of the
jurisdiction in which it is doing business to exercise corporate
trust powers, and is subject to supervision or examination by
federal, state, territorial or other governmental authority. If
such Person publishes reports of condition at least annually,
pursuant to the law or to the requirements of such federal, state,
territorial or other governmental authority, then for the purposes
of this Section
5.8, the combined capital and surplus of such Person shall
be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published.


Section
4.20.  Resignation and Removal; Appointment of
Successor Trustee.


Subject to ‎Section
5.9(d), the Trustee, or any trustee or trustees
hereafter appointed, may at any time resign with respect to the
Securities of any Series by giving thirty (30) days’ written
notice of resignation to IRSA PC. If at any time the Trustee shall
cease to be eligible in accordance with the provisions of ‎Section 5.8, it
shall resign immediately in the manner and with the effect
hereinafter specified in this ‎Section 5.9. Upon receiving
such notice of resignation, IRSA PC shall promptly appoint a
successor trustee or trustees with respect to the Securities of
such Series by written instrument in duplicate, one copy of which
instrument shall be delivered to the resigning Trustee and one copy
to the successor trustee or trustees. If no successor trustee shall
have been so appointed with respect to the Securities of such
Series and have accepted appointment within thirty (30) days after
the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of
a successor trustee, or the Holders of at least 10% in aggregate
principal amount of the Outstanding Securities of such Series may
petition any such court for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem
proper and as it may prescribe, appoint a successor
trustee.


(a)  In case at any time
any of the following shall occur:


(i)  the Trustee shall
cease to be eligible in accordance with the provisions of ‎Section 5.8 and shall fail
to resign after written request therefor by or on behalf of IRSA PC
or by any Securityholder; or


(ii)  the
Trustee shall become incapable of acting with respect to the
Securities of any Series, or shall be adjudged a bankrupt or
insolvent, or a receiver or liquidator of the Trustee or of its
property shall be appointed, or any public officer shall take
charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or
liquidation;





69


then,
in any such case, (i) IRSA PC may, by a resolution of the Board of
Directors and written notice to the Trustee, remove the Trustee
with respect to the Securities of such Series and appoint a
successor trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the Trustee so removed and
one copy to the successor trustee, or (ii) the Holders of at least
10% in aggregate principal amount of the Outstanding Securities of
such Series may petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor
trustee with respect to such Securities. Such court may thereupon,
after such notice, if any, as it may deem proper and as it may
prescribe, remove the Trustee and appoint a successor
trustee.


(b)  The Holders of a
majority in aggregate principal amount of the Securities of any
Series at the time Outstanding may at any time remove the Trustee
with respect to such Securities and appoint a successor trustee by
delivering to the Trustee so removed, to the successor trustee so
appointed and to IRSA PC the evidence provided for in ‎Section 6.1 of the action
in that regard taken by such Securityholders.


(c)  Any resignation
or removal of the Trustee with respect to any Securities and any
appointment of a successor trustee pursuant to any of the
provisions of this ‎Section 5.9 shall
not become effective prior to acceptance of appointment by the
successor trustee as provided in ‎Section 5.10.


Section
4.21.  Acceptance of Appointment by Successor
Trustee.


Any successor
trustee appointed as provided in ‎Section 5.9 shall execute
and deliver to IRSA PC and to its predecessor trustee an instrument
accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee with respect to the
Securities of such Series shall become effective and such successor
trustee, without any further act, deed or conveyance, shall become
vested with all rights, powers, duties and obligations with respect
to the Securities of such Series of its predecessor hereunder, with
like effect as if originally named as trustee for the Securities of
such Series hereunder; but, nevertheless, on the written request of
IRSA PC or of the successor trustee, upon payment of its charges
then unpaid, the trustee ceasing to act shall, subject to ‎Section 9.4, pay over to
the successor trustee all moneys at the time held by it hereunder
and shall execute and deliver an instrument transferring to such
successor trustee all such rights, powers, duties and obligations.
Upon request of any such successor trustee, IRSA PC shall execute
any and all instruments in writing for more fully and certainly
vesting in and confirming to such successor trustee all such rights
and powers. Any trustee ceasing to act shall, nevertheless, retain
a prior lien upon all property or funds held or collected by such
trustee to secure any amounts then due it pursuant to the
provisions of ‎Section
5.6.


If a
successor trustee is appointed with respect to the Securities of
one or more (but not all) Series, IRSA PC, the predecessor Trustee
and each successor trustee with respect to the Securities of any
applicable Series shall execute and deliver an indenture
supplemental hereto which shall contain such provisions as shall be
deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the predecessor Trustee with respect
to the Securities of any Series as to which the predecessor Trustee
is not withdrawing shall continue to be vested in the predecessor
Trustee, and shall add to


70


or
change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the
trusts hereunder by more than one trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute
such trustees co-trustees of the same trust and that each such
trustee shall be trustee of a trust or trusts under separate
indentures.


Upon
acceptance of appointment by any successor trustee as provided in
this ‎Section 5.10, IRSA PC shall
give, at its expense, notice thereof to the Securityholders as
specified in ‎Section 12.4 and the
CNV, which notice shall include the name of the successor trustee
and the address of its Corporate Trust Office. If IRSA PC fails to
give such notice within ten (10) days after acceptance of
appointment by the successor trustee, the successor trustee shall
cause such notice to be given at the expense of IRSA
PC.


No
successor trustee shall accept its appointment unless at the time
of such acceptance such successor trustee shall be qualified and
eligible under this Article V, to the extent
operative.


Section
4.22.  Merger, Conversion, Consolidation or
Succession to Business of Trustee.


Any Person
into which the Trustee may be merged or converted or with which it
may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Trustee shall be a party,
or any Person succeeding to substantially all the corporate trust
business of the Trustee, including this transaction, shall be the
successor of the Trustee hereunder without the execution or filing
of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding;
provided that such
Person shall be eligible under the provisions of ‎Section
5.8.


In case
at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities shall have
been authenticated but not delivered, any such successor to the
Trustee may adopt the certificate of authentication of any
predecessor Trustee and deliver such Securities so authenticated as
if such successor to the Trustee had itself authenticated such
Securities; and, in case at that time any of the Securities shall
not have been authenticated, any successor to the Trustee may
authenticate such Securities either in the name of any predecessor
hereunder or in the name of the successor Trustee; and in all such
cases such certificate shall have the full force as provided in the
Securities or in this Indenture as the certificate of the Trustee
shall have; provided that the right to
adopt the certificate of authentication of any predecessor Trustee
or to authenticate Securities in the name of any predecessor
Trustee shall apply only to its successor or successors by merger,
conversion or consolidation.


Section
4.23.  Representative of the Trustee in
Argentina.


As long as it
is required by Argentine law or by the CNV, the Trustee will have a
representative in Argentina for the sole purpose of receiving
notices from the CNV and/or Holders. Banco Santander Río S.A.
will initially act as the Representative of the Trustee in
Argentina for such purposes. The Representative of the Trustee in
Argentina accepts its appointment in relation to the Securities and
shall perform all matters expressed to be performed by it in, and
otherwise comply with, the provisions of ‎Section 5.13.


71


Application to Agents and to the
Representative of the Trustee
in Argentina.


The
Representative of the Trustee in Argentina need perform only those
duties that are specifically set forth in this ‎Section 5.13, and
such duties shall be determined solely by the express provisions of
this ‎Section 5.13, or as
Representative of the Trustee in Argentina may agree in writing
from time to time with the Trustee and IRSA PC. No implied
covenants or obligations shall be read into this ‎Section 5.13, against the
Representative of the Trustee in Argentina. The Representative of
the Trustee in Argentina shall have only the rights and powers
stated below. It is further acknowledged that the Representative of
the Trustee in Argentina is not and shall not be considered as if
it were the Trustee’s general attorney.


The
duties of the Representative of the Trustee in Argentina up to the
date hereof are solely to: receive from Holders, IRSA PC, the
Agents and any governmental or regulatory authority or entity, all
letters, claims, requests, memoranda or any other document required
by Argentine law or by the CNV Rules to be sent to, and received
by, the Trustee, within three (3) Business Days of receipt, notify
and/or deliver to the Trustee by facsimile all such letters,
claims, requests, memoranda or documents, and following the express
instructions of the Trustee, respond to or answer such letters,
claims, requests, memoranda or documents.


The
Representative of the Trustee in Argentina shall not be liable for
any action it takes or omits to take in good faith, which it
believes to be authorized or within its discretion, rights or
powers.


IRSA PC
shall pay to the Representative of the Trustee in Argentina from
time to time, and the Representative of the Trustee in Argentina
shall be entitled to, such compensation for its acceptance of this
‎Section 5.13 and its
services hereunder. The fees of the Representative of the Trustee
in Argentina shall be in an amount agreed between IRSA PC and the
Representative of the Trustee in Argentina. IRSA PC shall reimburse
the Representative of the Trustee in Argentina promptly upon
request for all reasonable disbursements, advances and expenses
incurred or made by or on behalf of it in addition to the
compensation for its services. Such expenses may include the
reasonable compensation, disbursements and expenses of the
Representative of the Trustee in Argentina’s agents, counsel
and other persons not regularly in its employ.


IRSA PC
agrees to indemnify the Representative of the Trustee in Argentina
for, and to hold it harmless against, any loss, liability or
expense, including, without limitation, the fees and expenses of
legal counsel, reasonably incurred without negligence, bad faith or
willful misconduct on its part, arising out of or in connection
with the acceptance of its commitments hereunder, the performance
of its duties hereunder and/or the exercise of its rights
hereunder, including, without limitation, the costs and expenses of
defending itself against any claim or liability in connection with
the exercise or performance of any of its powers or duties
hereunder.


Section
4.24.  Application to Agents.


IRSA PC
hereby agrees that the provisions of Sections 5.1, 5.2, 5.3, 5.4, 5.5, 5.6, 5.7 and 5.12 shall apply to the
Agents


72


and to
the Representative of the Trustee in Argentina as if each of the
Agents and the Representative of the Trustee in Argentina were
expressly named therein.


ARTICLE
V





CONCERNING THE
SECURITYHOLDERS


Section
5.1.  Evidence of Action Taken by
Securityholders.


Any request,
demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by a
specified percentage in principal amount of the Securityholders of
any Series may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such specified
percentage of such Securityholders in person or by an agent duly
appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument
or instruments is or are delivered to the Trustee. Proof of
execution of any instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Indenture and
conclusive in favor of the Trustee and IRSA PC, if made in the
manner provided in this Article VI.


Section
5.2.  Proof of Execution of Instruments and of
Holding of Securities; Record Date.


The execution
of any instrument by a Securityholder or his agent or proxy may be
proved in accordance with ‎Section 6.6 and such
reasonable applicable rules and regulations or in such manner as
shall be satisfactory to the Trustee. The holding of Securities
shall be proved by the Register maintained pursuant to ‎Section 2.10. IRSA
PC, by or pursuant to a resolution of its Board of Directors, may
set a record date for purposes of determining the identity of
Holders of Securities entitled to vote or consent to any action
referred to in ‎Section 6.1, which
record date may be set by IRSA PC at any time or from time to time.
Any such record date shall be notified to the Trustee in writing
not more than sixty (60) days nor less than five (5) days prior to
the proposed date of such vote or consent. Notwithstanding any
other provisions hereof, only Holders of Securities of record on
such record date shall be entitled to so vote or give such consent
or revoke such vote or consent. The Trustee shall provide to IRSA
PC at its request a written notice with the details of the Holders
of record of each relevant record date.


Section
5.3.  Holders to Be Treated as
Owners.


Subject to
the rights of the relevant Holders as of a Regular Record Date to
receive payments to which they are entitled on the relevant
Interest Payment Date and ‎Section 2.9, IRSA PC, the
Trustee, the Agents and any agent of IRSA PC, the Trustee or the
Agents may deem and treat any Person in whose name any Security
shall be registered upon the Register as the absolute owner of such
Security (whether or not such Security shall be overdue and
notwithstanding any notation of ownership or other writing thereon)
for the purpose of receiving payment of or on account of the
principal of and, subject to the provisions of this Indenture,
interest on such Security (including Additional Amounts) and for
all other purposes; and none of IRSA PC, the Trustee, any Agent and
any agent of IRSA PC, the Trustee or any Agent shall be affected by
any notice to the contrary. All such payments so made to any such
Person, or upon its order, shall be valid, and, to the extent of
the sum or sums so paid, effectual to satisfy and discharge the
liability for moneys payable upon


73


any
such Security. Notwithstanding the foregoing, with respect to any
Global Security, nothing herein shall prevent IRSA PC, the Trustee,
the Agents or any agent of IRSA PC, the Trustee or any Agent, from
giving effect to any written certification, proxy or other
authorization furnished by any Depositary, as Holder of such Global
Security, or impair, as between such Depositary and owners of
beneficial interests in such Global Security, the operation of
customary practices governing the exercise of the rights of such
Depositary (or its nominee), as Holder of such Global
Security.


Section
5.4.  Securities Owned by IRSA PC Deemed Not
Outstanding.


In
determining whether quorum has been established in accordance with
‎Section 6.6 or whether the
Holders of the requisite aggregate principal amount of Outstanding
Securities of a Series have concurred in any request, consent or
waiver under this Indenture, Securities of such Series that are
owned by IRSA PC or any of its Subsidiaries or any other obligor on
the Securities of such Series with respect to which such
determination is being made shall be disregarded and deemed not to
be Outstanding for the purpose of any such determination, except
that for the purpose of determining whether the Trustee shall be
protected in relying on any such request, consent or waiver, only
Securities of such Series with respect to which a Responsible
Officer of the Trustee has received written notice that such
Securities are so owned shall be so disregarded. Securities of a
Series so owned that have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act
with respect to such Securities and that the pledgee is not IRSA PC
or any of its Subsidiaries or any other obligor upon such
Securities. In case of a dispute as to such right, the advice of
counsel shall be full protection in respect of any decision made by
the Trustee in accordance with such advice. Upon request of the
Trustee, IRSA PC shall furnish to the Trustee promptly an
Officer’s Certificate listing and identifying all Securities,
if any, known by IRSA PC to be owned or held by or for the account
of any of the above-described Persons, and the Trustee shall be
entitled to accept such Officer’s Certificate as conclusive
evidence of the facts therein set forth and of the fact that all
Securities not listed therein are Outstanding for the purpose of
any such determination.


Section
5.5.  Right of Revocation of Action
Taken.


At any time
prior to (but not after) the evidencing to the Trustee, as provided
in ‎Section 6.1, of the
taking of any action by the Holders of the percentage in aggregate
principal amount of the Securities of any Series or of the
percentage of votes cast, as the case may be, specified in this
Indenture in connection with such action, any Holder of a Security
the serial number of which is shown by the evidence to be included
among the serial numbers of the Securities the Holders of which
have consented to such action may, by filing written notice at the
Corporate Trust Office and upon proof of holding as provided in
this Article VI,
revoke such action so far as concerns such Security. Except as
aforesaid any such action taken by the Holder of any Security shall
be conclusive and binding upon such Holder and upon all future
Holders and owners of such Security and of any Securities issued in
exchange or substitution therefor, irrespective of whether or not
any notation in regard thereto is made upon any such Security. Any
action taken by the Holders of the percentage in aggregate
principal amount of the Securities or of the percentage of votes
cast, as the case may be, specified in this Indenture in connection
with such action shall


74


be
conclusively binding upon IRSA PC, the Trustee and the Holders of
all the Securities affected by such action.


Section
5.6.  Securityholders’
Meetings.


Each of IRSA PC (through the Board of Directors or the Supervisory
Committee of IRSA PC) and the Trustee may at any time call a
meeting of the Holders of the Securities of any Series for the
purpose of entering into a supplemental indenture as provided in
‎Section 7.2 or waiving a
past default as provided in ‎Section 4.10. In addition,
a meeting of the Holders of Securities of a Series may be called by
the Trustee or IRSA PC (through the Board of Directors or the
Supervisory Committee of IRSA PC) at its discretion or upon the
request of the Holders of at least 5% in aggregate principal amount
of the Outstanding Securities of such Series, to make, give or take
any request, demand, authorization, direction, notice, consent,
waiver or other action provided by the Securities of such Series to
be made, given or taken by the Holders of the Securities of such
Series, including the modification of any of the terms and
conditions of such Securities of such Series. In the case of a
request to call a meeting by Holders, IRSA PC shall notify the
Trustee in writing of such request. In the event the Board of
Directors or the Supervisory Committee of IRSA PC shall fail to
call a meeting requested by the Trustee or the Holders as provided
in the immediately preceding sentence, the meeting may be called by
the CNV or by a competent court at the request of the Holders of
the Securities. In any case, meetings shall be held at such time
and at such place as IRSA PC shall determine; provided that the meetings will
be held in the City of Buenos Aires in accordance with the
Negotiable Obligations Law. Any resolution duly passed at a meeting
held in accordance with this Section 6.6 of the Holders of
Securities of a Series will be binding on all Holders of the
Securities of such Series (whether or not they were present at the
meeting at which such resolution was passed). If a meeting is being
held pursuant to the written request of Holders, the agenda for the
meeting shall be that set forth in the request made by such Holders
and such meeting shall be convened within forty (40) days from the
date such written request is received by the Trustee or IRSA PC, as
the case may be. Any such meeting held pursuant to written request
of the Holders will be held simultaneously in the City of Buenos
Aires and New York City by means of telecommunications which permit
the participants to hear and speak to each other. Notice of any
meeting of Holders of Securities of a Series (which shall include
the date, place and time of the meeting, the agenda therefor and
the requirements to attend) shall be given by IRSA PC not less than
ten (10) days nor more than thirty (30) days prior to the date
fixed for the meeting in accordance with ‎Section 12.4 and in the
Official Gazette of Argentina (Boletín Oficial), in one other
newspaper of wide circulation in Argentina, and also in the manner
provided under ‎Section 12.4 and any
publication thereof shall be for five (5) consecutive Business Days
in each place of publication. Meetings of Holders of the Securities
of a Series may be simultaneously convened for two (2) dates, in
case the initial meeting were to be adjourned for lack of quorum.
However, for meetings that include in the agenda items requiring
unanimous approval by the Holders, notice of a new meeting
resulting from adjournment of the initial meeting for lack of
quorum shall be given not less than eight (8) days prior to the
date fixed for such new meeting and shall be published for three
(3) Business Days in the Official Gazette of Argentina, a newspaper
of wide circulation in Argentina and the Merval’s Informative
Bulleting (as long as the Securities are listed and traded on the
Merval). To be entitled to vote at any meeting of Securityholders a
Person shall be a


75


Holder
of one or more Securities as of the relevant record date determined
pursuant to ‎Section 6.2 or a Person
appointed by an instrument in writing as proxy by such Holder. The
only Persons who shall be entitled to be present or to speak at any
meeting of Securityholders shall be the Persons entitled to vote at
such meeting and their counsel, any representatives of IRSA PC and
its counsel and the Trustee and its counsel. With respect to all
matters not contemplated in this Indenture, meetings of
Securityholders will be held in accordance with Argentine Companies
Law.


(a)  The quorum at any
meeting of Holders of the Securities of a Series called to adopt a
resolution will be Persons holding or representing a majority in
aggregate principal amount of the Outstanding Securities of such
Series and at any reconvened adjourned meetings will be the Persons
present at such reconvened adjourned meeting. At a meeting or a
reconvened adjourned meeting duly convened and at which a quorum is
present, any resolution to modify or amend, or to waive compliance
with, any provision of the Securities of a Series (other than items
requiring consent of each Holder of a Security of such Series) will
be validly passed and decided if approved by the Persons entitled
to vote a majority in aggregate principal amount of the Securities
of such Series then Outstanding represented and voting at the
meeting. Any instrument given by or on behalf of any Holder of a
Security in connection with any consent to any such modification,
amendment or waiver will be irrevocable once given and will be
conclusive and binding on all subsequent Holders of such Security.
Any modifications, amendments or waivers to this Indenture or to
the Securities of a Series will be conclusive and binding upon all
Holders of Securities of such Series whether or not they have given
such consent or were present at any meeting, and on all Securities
of such Series; provided that no such
modifications, amendments or waivers, without consent of each
Holder of a Security of such Series at the time Outstanding
directly and adversely affected thereby, shall modify, amend or
waive any of the items included in clauses (a) through (g) of
‎Section
7.2.


(b)  Any Securityholder
who has executed an instrument in writing appointing a Person as
proxy shall be deemed to be present for the purposes of determining
a quorum and be deemed to have voted; provided that such
Securityholder shall be considered as present or voting only with
respect to the matters covered by such instrument in writing. Any
resolution passed or decision taken at any meeting of
Securityholders of a Series duly held in accordance with this
Section 6.6 shall
be binding on all the Securityholders of such Series whether or not
present or represented at the meeting.


(c)  The appointment of
any proxy shall be proved by having the signature of the Person
executing the proxy guaranteed or certified by any notary public,
bank or trust company or judicially certified in the manner
provided under Argentine law. The following persons may not act as
proxies: members of the Board of Directors or of the Supervisory
Committee of IRSA PC and managers and other employees of IRSA PC.
The holding of Securities shall be proved by the Register
maintained in accordance with ‎Section 2.10; provided that the holding of a
beneficial interest in a DTC Global Security shall be proved by a
certificate or certificates of DTC and the holding of a beneficial
interest in an Euroclear/Clearstream Global Security shall be
proved by a certificate or





76


certificates of
Euroclear or Clearstream, as the case may be, or the Common
Depositary therefor.


(d)  The Trustee, acting
as a representative of the Holders, may appoint a representative to
act as the chairman of each meeting of the Holders of the
Securities of a Series. If the Trustee elects not to designate a
representative to act as chairman of a meeting, the chairman of the
meeting shall be: (i) a member of the Supervisory Committee
designated by IRSA PC; (ii) should IRSA PC fail to designate a
member of the Supervisory Committee, a representative designated by
the controlling government agency; or (iii) should the controlling
government agency fail to designate a representative, a Person
appointed by a competent court. Notwithstanding the foregoing, if
the meeting is called by the CNV or by a competent court at the
request of the Holders of the Securities of a Series, the CNV or
the competent court shall designate a Person to act as chairman.
The secretary of the meeting shall be elected by vote of the
Holders of a majority in aggregate principal amount of the
Securities of the relevant Series represented at the meeting. At
any meeting of Securityholders of a Series, each Securityholder of
such Series or proxy shall be entitled to cast one vote for each
U.S. dollar or, if the Securities are denominated in a Specified
Currency other than U.S. dollars, one vote for each unit of such
Specified Currency, of the Securities held by such Holder or
represented by such proxy. Notwithstanding the foregoing, at any
meeting of Holders of more than one Series of Securities, a Holder
of a Security which does not specify regular payments of interest,
including without limitation, Original Issue Discount Securities,
shall be entitled to one vote at any such meeting for each U.S.
dollar or, if the Securities are denominated in a Specified
Currency other than U.S. dollars, one vote for each unit of such
Specified Currency of the redemption value of such Security
calculated by the Exchange Rate Agent as of the date of such
meeting or, in the case of written consents or notices, on such
dates as IRSA PC shall designate for such purpose. No vote shall be
cast or counted at any meeting in respect of any Security
challenged as not Outstanding and ruled by the chairman of the
meeting to be not Outstanding. The chairman of the meeting shall
have no right to vote except as a Holder or proxy. Any meeting of
Holders duly called at which a quorum is present may be adjourned
from time to time, and the meeting may be held as so adjourned
without further notice.


(e)  The vote upon any
resolution submitted to any meeting of Securityholders shall be by
written ballot on which shall be subscribed the signatures of the
Securityholders or proxies and on which shall be inscribed the
serial number or numbers of the Securities held or represented by
them. A record in duplicate of the proceedings of each meeting of
Securityholders shall be prepared by the secretary of the meeting
and there shall be attached to said record the ballots of the
votes. The record shall be signed and verified by the chairman and
secretary of the meeting and one of the duplicates shall be
delivered to IRSA PC and the other to the Trustee to be preserved
by the Trustee, the latter to have attached thereto the ballots
voted at the meeting. Any record so signed and verified shall be
conclusive evidence of the matters therein stated.


(f)  If and for so long
as the Securities of any Series are listed on the Luxembourg Stock
Exchange for trading on the Euro MTF, the Merval or any other
securities exchange, and for negotiation in the MAE, meetings of
Holders of such





77


Securities and
notices thereof shall comply with the applicable rules of the
Luxembourg Stock Exchange, the Merval, the MAE or such other
securities exchange, as applicable.


(g)  For avoidance of
doubt, the Trustee shall not be required or otherwise obligated to
attend any meeting of the Holders of the Securities of any Series;
provided
however that in the
event IRSA PC or the Holders notify the Trustee that a meeting of
the Holders of the Securities will be held, upon request of IRSA
PC, the Trustee shall deliver written notice to the requesting
party indicating whether or not the Trustee shall attend such
meeting.


Section
5.7.  Preservation of Information; Communications to
Holders.


The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the
most recent list furnished to the Trustee and the names and
addresses of Holders received by the Trustee in its capacity as Co-
Registrar. The Trustee may destroy any list furnished to it upon
receipt of a new list so furnished.


(a)  Every Holder of
Securities, by receiving and holding the same, agrees with IRSA PC
and the Trustee that neither IRSA PC nor the Trustee nor any agent
of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made
pursuant to the provisions of this Indenture.


Section
5.8.  Reports by IRSA PC.


IRSA PC shall
file with the Trustee, and transmit to Holders, such information,
documents and other reports, and such summaries thereof, if any, as
may be required pursuant to this Indenture.


Delivery of such
reports, information and documents to the Trustee is for
informational purposes only and the Trustee’s receipt thereof
shall not constitute constructive notice of any information
contained therein or determinable from information contained
therein, including compliance by IRSA PC or its Subsidiaries with
any of their respective covenants hereunder.


ARTICLE
VI





SUPPLEMENTAL
INDENTURES


Section
6.1.  Supplemental Indentures Without Consent of
Securityholders.


IRSA PC, when
authorized by a resolution of the Board of Directors of IRSA PC,
and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto, in form reasonably
satisfactory to the Trustee, for one or more of the following
purposes:


(a)  adding to the
covenants of IRSA PC such further covenants, restrictions,
conditions or provisions as are for the benefit of the Holders of
the Securities of any Series;


(b)  surrendering any
right or power conferred upon IRSA PC hereunder;





78


securing the
Securities of any Series pursuant to the requirements thereof or
otherwise;


(c)  evidencing the
succession of another Person to IRSA PC and the assumption by any
such successor of the covenants and obligations of IRSA PC in the
Securities and in this Indenture pursuant to Article VIII;


(d)  establishing the
form or terms of Securities of any new Series as permitted by
Sections ‎2.1 and ‎2.3;


(e)  complying with any
requirement of the CNV, the Merval and/or the MAE in order to
effect and maintain the qualification of this Indenture under
Argentine law with such institution;


(f)  making any
modification to conform this Indenture to the “Description of
the Notes” in the Offering Memorandum and/or the applicable
Pricing Supplement, as the case may be;


(g)  making any
modification which is of a minor or technical nature or correcting
or supplementing any ambiguous, inconsistent or defective provision
contained in this Indenture or in the Securities of any Series;
or


(h)  making any other
modification or granting any waiver or authorization of any breach
or proposed breach hereunder of any of the terms and conditions of
the Securities of any Series or any other provisions of this
Indenture applicable to such Series in any manner which does not
adversely affect the interests of the Holders of Securities of such
Series in any material respect.


The
Trustee is hereby authorized to join with IRSA PC in the execution
of any such supplemental indenture, to make any further appropriate
agreements and stipulations that may be therein contained and to
accept the conveyance, transfer, assignment, mortgage or pledge of
any property thereunder, but neither the Trustee nor any Agent
shall be obligated to enter into any such supplemental indenture
that adversely affects the Trustee’s own or such
Agent’s own rights, duties or immunities under this Indenture
or otherwise; provided,
however, that no
supplemental indenture shall amend, modify or supplement the
rights, duties or immunities of any Agent unless executed by such
Agent.


Any
supplemental indenture authorized by the provisions of this
Section 7.1 may be
executed without the consent of the Holders of any of the
Securities at the time Outstanding, notwithstanding any of the
provisions of ‎Section
7.2.


Promptly after the
execution by IRSA PC and the Trustee of any supplemental indenture
pursuant to the provisions of this Section 7.1, IRSA PC, at its
expense, shall give notice thereof to the Holders of the relevant
Series as specified in ‎Section 12.4, and
shall give notice to the CNV, the Merval and the MAE, as
applicable, setting forth in general terms the substance of such
supplemental indenture. Any failure of IRSA PC to give notice, or
any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.


79


Supplemental Indentures With Consent of
Securityholders.


Without
limiting the provisions of ‎Section 7.1, IRSA PC, when
authorized by a resolution of the Board of Directors of IRSA PC,
and the Trustee may, from time to time and at any time, enter into
an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture, the Securities of any
Series or of modifying in any manner the rights of the Holders of
the Securities of any Series, with the affirmative vote, at a
meeting of Holders of such Series or an adjourned meeting duly
convened at which a quorum is present as provided in ‎Section 6.6, of a majority
in aggregate principal amount of the Securities of such Series then
Outstanding represented and voting at such meeting; provided that no such
supplemental indenture shall, without the consent of the Holders of
all of the Outstanding Securities of a Series directly and
adversely affected thereby, extend the scheduled due date for the
payment of principal of, premium, if any, or any installment of
interest on any such Security, reduce the principal amount of, the
stated rate of interest on or the premium payable upon redemption
of any such Security, reduce the obligation of IRSA PC to pay
Additional Amounts on any such Security, shorten the period during
which IRSA PC is not permitted to redeem any such Security, change
the Specified Currency in which or the required places at which any
such Security or the premium or interest thereon is payable, reduce
the percentage of the aggregate principal amount of such Securities
necessary to modify, amend or supplement this Indenture or such
Securities, or for waiver of compliance with certain provisions
thereof or for waiver of certain defaults or reduce the percentage
of the aggregate principal amount of Outstanding Securities of a
Series required for the adoption of a resolution or the quorum
required at any meeting of Holders of such Securities at which a
resolution is adopted.


Upon
the request of IRSA PC and upon the filing with the Trustee of
evidence of the consent of Securityholders as aforesaid and other
documents, if any, required by ‎Section
6.1 and upon the Trustee’s receipt of the
documents required by Section 7.4, the Trustee shall
join with IRSA PC in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise, in
which case the Trustee may in its discretion, but shall not be
obligated to, enter into such supplemental indenture; provided, however, that no supplemental indenture
shall amend, modify or supplement the rights, duties or immunities
of any Agent unless executed by such Agent.


It
shall not be necessary for the consent of the Securityholders under
this Section 7.2 to
approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such consent shall approve the
substance thereof.


Promptly after the
execution by IRSA PC and the Trustee of any supplemental indenture
pursuant to the provisions of this Section 7.2, IRSA PC, at its
expense, shall give notice thereof to the Holders of the relevant
Series as provided in ‎Section 12.4, and to the
CNV, setting forth in general terms the substance of such
supplemental indenture. If IRSA PC shall fail to give such notice
to the Holders within fifteen (15) days after the execution of such
supplemental indenture and a Responsible Officer of the Trustee
shall have notice of such failure, the Trustee shall give notice to
the Holders as provided in ‎Section 12.4 at the
expense of IRSA PC. Any failure of IRSA PC or the Trustee to
give


80


such
notice, or defect therein, shall not, however, in any way impair or
affect the validity of any such supplemental
indenture.


Section
6.2.  Effect of Supplemental
Indenture.


Upon the
execution of any supplemental indenture pursuant to the provisions
hereof and upon receipt of any necessary approval of the CNV, if
applicable, this Indenture and the Securities of the applicable
Series shall be and shall be deemed to be modified and amended in
accordance therewith and the respective rights, limitations of
rights, obligations, duties and immunities under this Indenture
with respect to the applicable Series of Securities of the Trustee,
IRSA PC and the Holders of Securities of such Series shall
thereafter be determined, exercised and enforced hereunder subject
in all respects to such modifications and amendments, and all the
terms and conditions of any such supplemental indenture shall be
and shall be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.


Section
6.3.  Documents to Be Given to the
Trustee.


In connection
with any amendment or supplemental indenture, the Trustee shall be
entitled to receive, and shall be fully protected in conclusively
relying upon, an Officer’s Certificate and an Opinion of
Counsel and receipt of resolutions of the Board of Directors as
conclusive evidence that any supplemental indenture executed
pursuant to this ‎Article VII has been
duly authorized by IRSA PC, complies with the applicable provisions
of this Indenture and is authorized or permitted by the terms of
this Indenture.


Section
6.4.  Notation on Securities in Respect of
Supplemental Indentures.


Securities
authenticated and delivered after the execution of any supplemental
indenture pursuant to the provisions of this ‎Article VII may and
shall if required by IRSA PC, bear a notation in form and manner
approved by IRSA PC as to any matter provided for by such
supplemental indenture or as to any action taken at any such
meeting. If IRSA PC shall so determine, new Securities modified so
as to conform to any modification of this Indenture contained in
any such supplemental indenture may be prepared by IRSA PC at its
expense, authenticated by the Trustee and delivered in exchange for
the Securities then Outstanding.


Section
6.5.  Conformity with Negotiable Obligations
Law.


Every
supplemental indenture executed pursuant to this ‎Article VII shall
conform to the requirements of the Negotiable Obligations Law, the
Capital Markets Law and the rules of the CNV, as then in
effect.


ARTICLE
VII





MERGER, CONSOLIDATION, SALE OR
CONVEYANCE


Section
7.1.  IRSA PC May Consolidate, etc., on Certain
Terms.


IRSA PC
covenants that it will not, in a single transaction or series of
related transactions, consolidate with or merge into, any Person
(whether or not IRSA PC is the surviving or continuing Person), or
sell, assign, transfer, lease, convey or otherwise dispose of all
or


81


substantially all
of IRSA PC’s properties and assets (determined on a
consolidated basis for IRSA PC and its Subsidiaries), to any Person
unless either:


(1)  IRSA PC shall be
the surviving or continuing corporation; or


(2)  the Person (if
other than IRSA PC) formed by such consolidation or into which IRSA
PC is merged or the Person which acquires by sale, assignment,
transfer, lease, conveyance or other disposition of all or
substantially all of the properties and assets of IRSA PC and of
IRSA PC’s Subsidiaries (the “Surviving
Entity”):


(A)  shall be a
corporation, organized and validly existing under the laws of a
Qualified Merger Jurisdiction or any political subdivision thereof,
and


(B)  shall expressly
assume, by a supplemental indenture, executed and delivered to the
Trustee, the due and punctual payment of the principal of, and
premium, if any, and interest on all of the Securities and the
performance and observance of every covenant of the Securities and
this Indenture on the part of IRSA PC to be performed or
observed.


For
purposes of this Section
8.1, the transfer (by lease, assignment, sale or otherwise,
in a single transaction or series of related transactions) of all
or substantially all of the properties or assets of one or more
Subsidiaries of IRSA PC, the Capital Stock of which constitutes all
or substantially all of the properties and assets of IRSA PC
(determined on a consolidated basis for IRSA PC and its
Subsidiaries), will be deemed to be the transfer of all or
substantially all of the properties and assets of IRSA
PC.


Section
7.2.  Surviving Entity
Substituted.


Upon any such
consolidation, merger, sale, transfer, lease or other conveyance or
disposal in which IRSA PC is not the continuing entity, such
Surviving Entity formed by such consolidation or into which IRSA PC
is merged or to which such conveyance, lease or transfer is made,
shall succeed to and be substituted for, and may exercise every
right and power of IRSA PC under this Indenture and the Securities
with the same effect as if such Surviving Entity had been named as
such.


In case
of any such consolidation, merger, sale, transfer, lease or
conveyance, such changes in phraseology and form (but not in
substance) may be made in this Indenture and/or the Securities
thereafter to be issued as may be appropriate.


In the
event of any such sale or conveyance (other than a conveyance by
way of lease) and assumption by the Surviving Entity, IRSA PC shall
be discharged from all obligations and covenants under this
Indenture and the Securities to be performed by IRSA PC and may be
liquidated and dissolved.


No
Surviving Entity shall have the right to redeem any Securities
Outstanding unless IRSA PC would have been entitled to redeem such
Securities pursuant to this


82


Indenture in the
absence of any such merger, consolidation, sale, transfer, lease or
conveyance permitted under ‎Section
8.1.


By
purchasing Securities, Holders expressly waive their right to
objection contemplated in Section 83, 88 and related provisions of
Argentine Law No. 19,550 and Section 4 of Argentine Law No. 11,867,
in the event that the merger or consolidation or the sale,
assignment, transfer, lease, conveyance or other disposition of all
or substantially all the properties and assets of IRSA PC
(determined on a consolidated basis) is made under the terms and
conditions permitted by this Article VIII.


Section
7.3.  Documents to Trustee.


The Trustee
may request, and IRSA PC shall provide, an Opinion of Counsel
stating that any such consolidation, merger, sale, transfer, lease
or other conveyance or disposition, and any such liquidation or
dissolution, complies with the applicable provisions of this
Indenture, the Securities and applicable law and an Opinion of
Counsel and an Officer’s Certificate stating that all
conditions precedent relating to such transaction and the execution
of such supplemental indenture, if any, have been met in all
material respects, and the Trustee may conclusively rely on such
Opinion of Counsel and Officer’s Certificate as conclusive
evidence of the matters described therein.


ARTICLE
VIII





SATISFACTION AND DISCHARGE OF
INDENTURE; UNCLAIMED MONEYS


Section
8.1.  Satisfaction and Discharge of
Indenture.


If at any
time IRSA PC shall have paid or caused to be paid the principal of
and interest (including Additional Amounts) on all the Securities
Outstanding hereunder (other than Securities that have been
destroyed, lost or stolen and that have been replaced or paid as
provided in ‎Section 2.11) as and
when the same shall have become due and payable, or IRSA PC shall
have delivered to the Trustee for cancellation all Securities
theretofore authenticated (other than any Securities that shall
have been destroyed, lost or stolen and that shall have been
replaced or paid as provided in ‎Section 2.11 or all the
Securities not theretofore delivered to the Trustee for
cancellation shall have become due and payable, or are by their
terms to become due and payable within one (1) year or are to be
called for redemption within one (1) year under arrangements
satisfactory to the Trustee for the giving of notice of redemption,
and IRSA PC shall have irrevocably deposited or caused to be
deposited with the Trustee as trust funds the entire amount in cash
(other than moneys repaid by the Trustee or any Paying Agent to
IRSA PC in accordance with Section ‎9.3 or ‎9.4) sufficient to pay at maturity or
upon redemption all Securities (other than any Securities that
shall have been destroyed, lost or stolen and that shall have been
replaced or paid as provided in ‎Section 2.11) not
theretofore delivered to the Trustee for cancellation, including
principal and interest (including Additional Amounts) due or to
become due on or prior to such date of maturity or redemption, as
the case may be, and if, in any such case, IRSA PC shall also pay
or cause to be paid all other sums payable hereunder by IRSA PC
with respect to the Securities, then this Indenture shall cease to
be of further effect (except as to (i) rights of registration of
transfer, exchange and replacement of Securities, and IRSA
PC’s right of optional redemption, if any, (ii)


83


substitution of
mutilated, defaced, destroyed, lost or stolen Securities, (iii)
rights of Holders to receive payments of principal thereof and
interest thereon (including Additional Amounts), and remaining
rights of the Holders to receive mandatory sinking fund payments,
if any, (iv) the rights, protections, indemnities, obligations and
immunities of the Trustee, each of the Agents and the
Representative of the Trustee in Argentina hereunder and the
obligations of IRSA PC with respect thereto (v) the rights of the
Securityholders as beneficiaries hereof with respect to the
property so deposited with the Trustee payable to all or any of
them), and the Trustee, on written demand of IRSA PC accompanied by
an Officer’s Certificate and an Opinion of Counsel and at the
cost and expense of IRSA PC, shall execute instruments
acknowledging such satisfaction of and discharging this Indenture;
provided that the
rights of Holders of the Securities to receive amounts in respect
of principal of and interest on the Securities held by them shall
not be delayed longer than required by then-applicable mandatory
rules or policies of any securities exchange upon which the
Securities are listed. IRSA PC agrees to reimburse the Trustee for
any costs or expenses thereafter reasonably incurred (including
reasonable fees and expenses of counsel) and to compensate the
Trustee for any services thereafter rendered by the Trustee in
accordance with the terms of this Indenture or the Securities.
Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of IRSA PC to the Trustee, the Agents and the
Representative of the Trustee in Argentina under Sections 1.2, ‎3.4(b), ‎5.6, 5.13, 5.14 and 11.5 shall
survive.


Section
8.2.  Application by Trustee of Funds Deposited for
Payment of Securities.


Subject to
‎Section 9.4, all
moneys deposited with the Trustee pursuant to ‎Section 9.1 shall be held
in trust and applied by it to the payment, either directly or
through any Paying Agent (including IRSA PC acting as its own
paying agent), to the Holders of the particular Securities for the
payment or redemption of which such moneys have been deposited with
the Trustee, of all sums due and to become due thereon as principal
and interest (including Additional Amounts); but such money need
not be segregated from other funds except to the extent required by
law and the Trustee shall have no liability for interest thereon or
the investment thereof.


Section
8.3.  Repayment of Moneys Held by Paying
Agent.


In connection
with the satisfaction and discharge of this Indenture with respect
to the Securities, all moneys then held by any Paying Agent under
the provisions of this Indenture with respect to the Securities
shall, upon written demand of IRSA PC, be repaid to it or paid to
the Trustee and thereupon such Paying Agent shall be released from
all further liability with respect to such moneys.


Section
8.4.  Return of Moneys Held by Trustee and Paying
Agent Unclaimed for Two Years.


Any moneys
deposited with or paid to the Trustee or any Paying Agent for the
payment of the principal of or interest on any Security (including
Additional Amounts) and not applied but remaining unclaimed for two
(2) years after the date upon which such principal or interest
(including Additional Amounts) or other amounts shall have become
due and payable, shall, unless otherwise required by mandatory
provisions of applicable escheat or abandoned or unclaimed property
law, be repaid to IRSA PC, upon written request, by the Trustee or
such Paying Agent, and the Holder of such Security shall, unless
otherwise required by mandatory provisions of applicable
escheat


84


or
abandoned or unclaimed property laws, thereafter look only to IRSA
PC for any payment that such Holder may be entitled to collect, and
all liability of the Trustee or any Paying Agent with respect to
such moneys shall thereupon cease.


ARTICLE
IX





REDEMPTION AND REPURCHASE OF
SECURITIES


Section
9.1.  Notice of Redemption; Partial
Redemptions.


Notice
of redemption to the Holders of Securities to be redeemed as a
whole or in part at the option of IRSA PC pursuant to ‎Section 10.4 or otherwise pursuant to
the terms of such Securities established as contemplated by
‎Section 2.3 shall be given
to Holders as specified in ‎Section 12.4 and to the
CNV. Each notice of redemption at the option of IRSA PC shall
specify the provision pursuant to which the redemption is being
made, the aggregate principal amount of each Security held by such
Holders to be redeemed, the date fixed for redemption (the
“Redemption
Date”), the redemption price, the place or places of
payment, the CUSIP, ISIN, Common Code or other identifying codes,
if any, that no representation is made as to the correctness or
accuracy of the CUSIP, ISIN, Common Code or other identifying codes
listed on such notice or printed on such Securities, that payment
will be made upon presentation and surrender of such Securities,
that interest accrued to the Redemption Date and any Additional
Amounts will be paid as specified in such notice, that on and after
said date interest thereon or on the portions thereof to be
redeemed will cease to accrue (unless IRSA PC defaults in the
payment of any amounts due and owing under such Securities) and any
other matter required to be specified therein by Argentine law or
regulation. In case any Security is to be redeemed in part only,
the notice of redemption shall state the portion of the principal
amount thereof to be redeemed and shall state that on and after the
Redemption Date, upon surrender of such Security, a new Security or
Securities in principal amount equal to the unredeemed portion
thereof will be issued.


(a)  IRSA PC shall
deliver to the Trustee any notice of redemption specifying the
information set forth above at least five (5) days prior to the
date on which such notice of redemption will be given to the
Holders or such later date as the Trustee shall agree. The notice
of redemption of Securities to be redeemed at the option of IRSA PC
shall be given to Holders by IRSA PC or, at IRSA PC’s written
request at least two (2) Business Days prior to the date notice of
redemption is deliverable to the Holders of the relevant
Securities, which such request shall include all of the information
required to be set forth in the notice of redemption, by the
Trustee in the name and at the expense of IRSA PC at least five (5)
days but not more than sixty (60) days before the Redemption Date
(unless otherwise specified pursuant to the terms of such
Securities established as contemplated by ‎Section 2.3). Such notice
shall be irrevocable.


(b)  If less than all
the Securities of a Series are to be redeemed at the option of IRSA
PC, the particular Securities of such Series to be redeemed shall
be selected by the Trustee from the Outstanding Securities of such
Series not previously called for redemption individually pro rata,
by lot or in such other manner as the Trustee deems appropriate
(and in the case of Securities represented by a Global Security,
in





85


accordance with the
provisions of the relevant Depositary) not more than sixty (60)
days prior to the Redemption Date and a list of the Securities
called for redemption will be notified to IRSA PC and the Holders
in accordance with ‎Section 12.4 not less than
three (3) days prior to the Redemption Date. Upon any partial
redemption of Securities of such Series, the Trustee shall (i) in
the case of Securities represented by a DTC Global Security, cancel
the existing DTC Global Security or Securities and authenticate and
hold as custodian for DTC a new DTC Global Security or Securities,
as applicable, to reflect the aggregate principal amount of
Securities of such Series Outstanding after such redemption and
(ii) in the case of Certificated Securities, to the extent
required, authenticate and deliver in exchange therefor one or more
Securities of such Series, of any authorized denomination as
requested by the Holder thereof, in an aggregate principal amount
equal to the unredeemed portion of the principal of such partially
redeemed Security. In the case of Securities represented by an
Euroclear/Clearstream Global Security, the Common Depositary shall
cancel the existing Euroclear/Clearstream Global Security or
Securities, and the Trustee shall authenticate and the Common
Depositary shall hold as custodian for Euroclear and Clearstream a
new Euroclear/Clearstream Global Security or Securities, as
applicable, to reflect the aggregate principal amount of Securities
of such Series Outstanding after such redemption. Securities may be
redeemed in part in multiples equal to the minimum authorized
denomination for Securities or any multiple thereof. The Trustee
shall promptly notify IRSA PC in writing of the Securities selected
for redemption and, in the case of any Securities selected for
partial redemption, the principal amount thereof to be redeemed.
For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities
shall relate, in the case of any Security redeemed or to be
redeemed only in part, to the portion of the principal amount of
such Security that has been or is to be redeemed.


Section
9.2.  Payment of Securities Called for
Redemption.


On or before
10:00 AM (New York City time) one (1) Business Day prior to the
redemption date specified in the notice of redemption given as
provided in this Section
10.2, IRSA PC will deposit with the Trustee (or, if IRSA PC
is acting as its own paying agent, set aside, segregate and hold in
trust as provided in ‎Section 3.4) an amount of money
sufficient to redeem on the redemption date all the Securities so
called for redemption at the appropriate redemption price, together
with accrued and unpaid interest, if any, to, but excluding the
Redemption Date and any Additional Amounts. If notice of redemption
has been given to the Holders as provided in ‎Section 10.1, the
Securities or portions of Securities specified in such notice shall
become due and payable on the date and at the place stated in such
notice at the applicable redemption price, together with interest
accrued to the Redemption Date and any Additional Amounts, and on
and after said Redemption Date (unless IRSA PC shall default in the
payment of such Securities at the redemption price, together with
interest accrued to said date and any Additional Amounts) interest
on the Securities or portions of Securities so called for
redemption shall cease to accrue and, except as provided in
Section ‎9.4, such Securities
shall cease from and after the date fixed for redemption to be
entitled to any benefit or security under this Indenture, and the
Holders thereof shall have no right in respect of such Securities
except the right to receive the redemption price thereof and unpaid
interest accrued to the Redemption Date and any Additional Amounts.
On presentation and surrender, pursuant to the terms
of


86


such
Securities, of such Securities at a place of payment specified in
said notice, said Securities or the specified portions thereof
shall be paid and redeemed by IRSA PC at the applicable redemption
price, together with interest accrued thereon to the Redemption
Date and any Additional Amounts; provided that any payment of
interest becoming due on the Redemption Date and any Additional
Amounts shall be payable to the Holders of such Securities
registered as such on the relevant Regular Record Date subject to
the terms and provisions of ‎Section
2.4.


From
and after the redemption date, if moneys for the redemption of the
Securities called for redemption shall have been made available as
provided herein for redemption on the redemption date, such
Securities shall cease to bear interest, and the only right of the
Holders of such Securities shall be to receive payment of the
redemption price and all unpaid interest accrued to the Redemption
Date and any Additional Amounts.


Notwithstanding any
provision to the contrary in this ‎Section 10.2, if any
Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal shall, until paid or duly
provided for, bear interest from the Redemption Date at the rate
specified in the Security.


Upon
presentation of any Security redeemed in part only, IRSA PC shall
execute and the Trustee shall authenticate and deliver to or on the
order of the Holder thereof, at the expense of IRSA PC, a new
Security or Securities, of authorized denominations, in principal
amount equal to the unredeemed portion of the Security so
presented.


Section
9.3.  Exclusion of Certain Securities from
Eligibility for Selection for Redemption.


Securities
shall be excluded from eligibility for selection for redemption if
they are identified by registration and certificate number in an
Officer’s Certificate delivered to the Trustee at least ten
(10) days prior to the date on which notice of redemption will be
given as being owned of record and beneficially by, and not pledged
or hypothecated by either IRSA PC or a Person specifically
identified in such written statement as directly or indirectly
controlled by IRSA PC.


Section
9.4.  Redemption at the Option of IRSA PC for
Taxation Reasons.


The
Securities of any Series may be redeemed at the option of IRSA PC
in whole, but not in part, at any time, on giving not less than
five (5) nor more than sixty (60) days’ written notice (which
shall be irrevocable) to the Holders, the Trustee and, if
applicable, the CNV as required by Section 10.1, at the principal
amount thereof (or, in the case of Original Issue Discount
Securities, at the Amortized Face Amount thereof), together with
any accrued but unpaid interest and any Additional Amounts to the
Redemption Date, if, as a result of any change in, or amendment to,
the laws (or any regulations or rulings issued thereunder) of
Argentina or any political subdivision of or any taxing authority
in Argentina or any change in the application, administration or
official interpretation of such laws, regulations or rulings,
including without limitation the holding of a court of competent
jurisdiction, IRSA PC has or will become obligated to pay
Additional Amounts (a “Change in Tax Law”) on or
in respect of such Securities, which change or amendment becomes
effective on or after the date of issuance of the Securities of
such


87


Series,
and IRSA PC determines in good faith that such obligation cannot be
avoided by IRSA PC taking reasonable measures available to it;
provided that
reasonable measures shall not include changing IRSA PC’s
jurisdiction of organization or the location of its principal
executive office or incurring any cost or expense that IRSA PC
deems in good faith to be material; and provided further that no such notice of
redemption shall be given earlier than ninety (90) days prior to
the earliest date on which IRSA PC would be obliged to pay such
Additional Amounts were a payment in respect of the Securities then
due.


(a)  Prior to the
distribution of any notice of redemption pursuant to this ‎Section 10.4, IRSA PC shall deliver to
the Trustee (i) an Officer’s Certificate stating that IRSA PC
has or will become obligated to pay Additional Amounts as a result
of a Change in Tax Law and that such obligation cannot be avoided
by IRSA PC taking reasonable measures available to it and (ii) an
opinion of independent legal counsel qualified under the laws of
Argentina to the effect that IRSA PC would become obligated to pay
Additional Amounts as a result of a Change in Tax Law. The Trustee
shall be entitled to accept such certificate and Opinion of Counsel
as sufficient evidence of the satisfaction of the conditions to
redemption by IRSA PC pursuant to this Section 10.4, in which event
it will be conclusive and binding on the Holders of such Series of
Securities.


ARTICLE
X





DEFEASANCE


Section
10.1.  IRSA PC’s Option to Effect Total
Defeasance or Partial Defeasance.


IRSA PC may
at its option, by written notice executed by an Authorized Person
of IRSA PC delivered to the Trustee, elect to have either ‎Section 11.2 or ‎Section 11.3 applied
to any Series of Securities, unless otherwise designated pursuant
to the terms of such Securities established as set forth in
‎Section 2.3, in each
case upon compliance with the conditions set forth below in this
‎Article XI; provided that the provisions of
this ‎Article XI shall
apply only to Securities of a Series that are denominated and
payable in U.S. dollars and have a fixed rate of
interest.


Section
10.2.  Total Defeasance.


If IRSA PC
shall exercise the option provided in ‎Section 11.1 to have
this ‎Section 11.2 apply with
respect to all Outstanding Securities of any Series of Securities
denominated and payable in U.S. dollars and having a fixed rate of
interest, IRSA PC shall be deemed to have been discharged from its
obligations with respect to such Series of Securities on the date
the conditions set forth in ‎Section
11.4 with respect to total defeasance are satisfied with
respect to such Securities (hereinafter, “total defeasance”). For
this purpose, total defeasance means (except as otherwise may be
provided pursuant to the terms of the Securities of such Series
established pursuant to ‎Section
2.3) that IRSA PC shall be deemed to have paid and
discharged the entire indebtedness represented by such Series of
Securities and to have satisfied all its other obligations under
such Securities and this Indenture insofar as such Series of
Securities are concerned (and IRSA PC and the Trustee, upon the
written request of IRSA PC, shall execute instruments acknowledging
the same), except for the following, which shall survive until
otherwise terminated or discharged hereunder:


88


the
right of Holders of such Securities to receive, solely from the
trust fund described in ‎Section
11.4 and as more fully set forth in such Section, payments in respect of
the principal of and interest on such Securities when such payments
are due, IRSA PC’s obligations under Sections ‎1.2, ‎2.10, ‎2.11, ‎3.2, ‎3.3, ‎3.4(b), ‎3.5, ‎3.13, ‎5.6, ‎5.9, ‎5.10, 5.14 and ‎12.7; any other
provisions specified pursuant to the terms of the Securities of
such Series established pursuant to ‎Section 2.3; and the
provisions of ‎Section 1.2,
‎Article V and this ‎Article XI. Subject to
compliance with this ‎Article XI, IRSA PC
may exercise its option under ‎Section 11.1 to have
this ‎Section 11.2 apply
to any Series of Securities notwithstanding the prior exercise of
its option under ‎Section 11.1 to have
‎Section 11.3 apply to such
Series of Securities.


Section
10.3.  Partial Defeasance.


Upon IRSA
PC’s exercise of the option provided in ‎Section 11.1 to have this
‎Section 11.3 applied to all
the Outstanding Securities of any Series denominated in U.S.
dollars and having a fixed rate of interest, except as otherwise
may be provided pursuant to the terms of the Securities established
pursuant to ‎Section 2.3:
 IRSA
PC shall be released from its obligations under Sections ‎3.14 and ‎3.15 and the
occurrence of any event with respect to such Series of Securities
specified in ‎Section 4.1(b) shall
not be deemed an Event of Default (but only insofar as such event
relates to the obligations under Sections ‎3.14 and ‎3.15 from which IRSA PC has been
expressly released pursuant to ‎Section
11.3(i)), in each case, on and after the date the
conditions set forth in ‎Section 11.4 are
satisfied with respect to such Series of Securities (hereinafter,
“partial
defeasance”). For this purpose, partial defeasance
means that IRSA PC may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth
in any such paragraph to the extent specified above, whether
directly or indirectly by reason of any reference elsewhere herein
or in the Securities to any such paragraph or by reason of any
reference in any such paragraph to any other provision herein or in
the Securities of such Series or in any other document, but the
remainder of IRSA PC’s obligations shall be unaffected
thereby.


Section
10.4.  Conditions to Total Defeasance and Partial
Defeasance.


The following
shall be the conditions to application of either ‎Section 11.2 or
‎Section 11.3 to any
Securities:


(a)  IRSA PC shall
irrevocably have deposited or caused to be deposited with a
trustee, who may be the Trustee and who shall agree to comply with
the provisions of this ‎Article XI applicable to it
(the “Defeasance
Trustee”), as trust funds in trust for the purpose of
making the following payments, specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of such
Securities, freely transferable U.S. dollars, or U.S. Government
Obligations which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms shall
provide, not later than one day before the due date of any payment,
money, or a combination thereof, in each case in an amount
sufficient, to pay and discharge, and which shall be applied by the
Defeasance Trustee to pay and discharge, the principal of and each
installment of interest on such Securities on the maturity of such
principal or installment of interest (whether at the stated
maturity or by acceleration, redemption or otherwise) in accordance
with the terms of this Indenture and of such Securities. For this
purpose, “U.S.
Government Obligations” means securities that are (x)
direct obligations





89


of the
United States of America for the payment of which its full faith
and credit are pledged or (y) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the
United States of America the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United
States of America, which, in either case, are not callable or
redeemable at the option of the issuer thereof or any other obligor
thereon, and shall also include a depositary receipt issued by a
bank (as defined in Section 3(a)(2) of the Securities Act) as
custodian with respect to any such U.S. Government Obligation, or
any specific payment of principal of or interest on any such U.S.
Government Obligation, held by such custodian for the account of
the holder of such depositary receipt; provided that (except as
required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depositary
receipt from any amount received by the custodian in respect of the
U.S. Government Obligation, or the specific payment of principal of
and premium or interest on the U.S. Government Obligation,
evidenced by such depositary receipt.


(b)  IRSA PC shall have
delivered to the Trustee a certificate from a firm of independent
certified public accountants of internationally recognized standing
expressing their opinion that the payments of principal and
interest when due and without reinvestment of the deposited U.S.
Government Obligations plus any deposited money without investment
will provide cash at such times and in such amounts as will be
sufficient to pay principal and interest when due on all the
Securities to maturity or redemption, as the case may
be.


(c)  in the case of an
election to have ‎Section 11.2 apply to such
Securities, IRSA PC shall have delivered to the Defeasance Trustee
and the Trustee opinions of independent U.S. counsel of nationally
recognized standing experienced in such tax matters stating that
(x) IRSA PC has received from, or there has been published by, the
U.S. Internal Revenue Service a ruling or (y) since the date of the
Offering Memorandum, there has been a change in the applicable U.S.
federal income tax law, in either case to the effect that, and
based thereon such opinion shall confirm that, the beneficial
owners of such Securities will not recognize income, gain or loss
for U.S. federal income tax purposes as a result of such deposit,
total defeasance and discharge and will be subject to U.S. federal
income tax on the same amount, in the same manner and at the same
times as would have been the case if such deposit, total defeasance
and discharge had not occurred and if so specified in the terms of
the Securities of such series established pursuant to ‎Section 2.3,
independent Argentine counsel of nationally recognized standing
experienced in such tax matters to the effect that the beneficial
owners of such Securities will not recognize income, gain or loss
for Argentine federal income tax purposes as a result of such
deposit, total defeasance and discharge and will be subject to
Argentine federal income tax on the same amount, in the same manner
and at the same times as would have been the case if such deposit,
total defeasance and discharge had not occurred.


(d)  in the case of an
election to have ‎Section 11.3 apply
to such Securities, IRSA PC shall have delivered to the Defeasance
Trustee and the Trustee opinions of independent U.S. and if so
specified in the terms of the Securities of such Series established
pursuant to ‎Section 2.3,
Argentine counsel of nationally recognized





90


standing
experienced in such tax matters to the effect that the beneficial
owners of such Securities will not recognize income, gain or loss
for U.S. or Argentine, as the case may be, federal income tax
purposes as a result of such deposit and partial defeasance and
will be subject to U.S. or Argentine, as the case may be, federal
income tax on the same amount, in the same manner and at the same
times as would have been the case if such deposit and partial
defeasance had not occurred.


(e)  IRSA PC shall have
delivered to the Defeasance Trustee and the Trustee an Opinion of
Counsel to the effect that payment of amounts deposited in trust
with the Defeasance Trustee as provided in clause ‎(a) will not be subject to Argentine
Taxes except to the extent that Additional Amounts in respect
thereof shall have been deposited in trust with the Defeasance
Trustee as provided in clause ‎(a).


(f)  no Event of Default
under such Securities or event which with notice or lapse of time
or both would become such an Event of Default shall have occurred
and be continuing on the date of such deposit or at any time on or
prior to the 123rd day after the date of such deposit (it being
understood that this condition shall not be deemed satisfied until
such 123rd day).


(g)  such total
defeasance or partial defeasance shall not result in a breach or
violation of, or constitute a default under, any other agreement or
instrument to which IRSA PC is a party or by which it is bound, and
IRSA PC shall have delivered to the Trustee and the Defeasance
Trustee an Opinion of Counsel to that effect.


(h)  IRSA PC shall have
delivered to the Trustee and the Defeasance Trustee an
Officer’s Certificate stating that all conditions precedent
relating to either the total defeasance under ‎Section 11.2 or the
partial defeasance under ‎Section 11.3, as the case
may be, have been complied with.


(i)  IRSA PC shall have
delivered to the Trustee and the Defeasance Trustee an Opinion of
Counsel to the effect that the trust resulting from the deposit
does not constitute, or is qualified as, a regulated investment
company under the United States Investment Company Act of 1940, as
amended, the Holders have a valid first priority perfected security
interest in the trust funds, and after passage of 123 days
following the deposit (except, with respect to any trust funds for
the account of any Holder who may be deemed to be an
“insider” for purposes of the U.S. Bankruptcy Code,
after one year following the deposit), the trust funds will not be
subject to the effect of Section 547 of the U.S. Bankruptcy Law or
Section 15 of the New York Debtor and Creditor Law in a case
commenced by or against IRSA PC under either such statute, and
either the trust funds will no longer remain the property of IRSA
PC (and therefore, will not be subject to the effect of any
applicable bankruptcy, insolvency, reorganization or similar laws
affecting creditors’ rights generally) or if a court were to
rule under any such law in any case or proceeding that the trust
funds remained property of IRSA PC, assuming such trust funds
remained in the possession of the Defeasance Trustee prior to such
court ruling to the extent not paid to Holders, the Defeasance
Trustee will hold, for the benefit of the Holders, a valid first
priority perfected security interest in such trust funds that is
not avoidable in bankruptcy or otherwise except for the effect of
Section





91


552(b)
of the U.S. Bankruptcy Law on interest on the trust funds accruing
after the commencement of a case under such statute.


(j)  IRSA PC shall have
delivered to the Trustee a certificate signed by an Authorized
Person to the effect that such Securities, if then listed on any
securities exchange, will not be delisted by such exchange as a
result of such deposit.


(k)  IRSA PC shall have
paid the Trustee, the Agents and the Representative of the Trustee
in Argentina all amounts outstanding to the Trustee, the Agents and
the Representative of the Trustee in Argentina (which may include
the reasonable fees and expenses of counsel) in connection with
defeasance or otherwise.


Section
10.5.  Deposit in Trust;
Miscellaneous.


All money and
U.S. Government Obligations (including the proceeds thereof)
deposited with the Defeasance Trustee pursuant to ‎Section 11.4 in
respect of any Securities shall be held in trust and applied by the
Defeasance Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or
through any Paying Agent as the Defeasance Trustee may determine,
to the Holders of such Securities, of all sums due and to become
due thereon in respect of principal and any premium and interest,
and such money shall be segregated from other funds. Any money
deposited with the Defeasance Trustee for the payment of the
principal of and any premium or interest on any such Security and
remaining unclaimed for two (2) years after such principal, premium
or interest has become due and payable shall, upon IRSA PC’s
written request, be paid to IRSA PC; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look
only to IRSA PC for payment thereof, and all liability of the
Defeasance Trustee with respect to such trust money shall thereupon
cease.


IRSA PC
shall pay and indemnify the Defeasance Trustee against any tax, fee
or other charge imposed on or assessed against the U.S. Government
Obligations deposited by IRSA PC pursuant to ‎Section 11.4 or the
principal, premium and interest received in respect thereof, other
than any such tax, fee or other charge which by law is for the
account of the Holders of the Outstanding Securities.


Anything in this
‎Article XI to the contrary
notwithstanding, the Defeasance Trustee shall deliver or pay to
IRSA PC from time to time upon the written request of IRSA PC any
money or U.S. Government Obligations held by it on behalf of IRSA
PC as provided in ‎Section 11.4 which, in the
opinion of a firm of independent certified public accountants of
internationally recognized standing expressed in a written
certification thereof delivered to the Defeasance Trustee, are in
excess of the amount thereof which would then be required to be
deposited to effect an equivalent total defeasance or partial
defeasance.


Section
10.6.  Reinstatement.


If the
Defeasance Trustee is unable to apply any money in accordance with
Sections‎11.2 or ‎11.3 by reason of
any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application,
then all the obligations of IRSA PC under this Indenture and the
Securities with respect to which such money was deposited shall be
revived and reinstated as


92


though
no deposit had occurred pursuant to this ‎Article XI until
such time as the Defeasance Trustee is permitted to apply all such
money in accordance with Sections‎11.2 or ‎11.3; provided that if IRSA PC makes
any payment of principal of or any premium or interest on any such
Security following the reinstatement of its obligations, IRSA PC
shall be subrogated to the rights of the Holder of such Security to
receive such payment from the money held by the Defeasance Trustee
and the Defeasance Trustee shall be entitled to promptly make such
payment to IRSA PC.


ARTICLE
XI





MISCELLANEOUS


Section
11.1.  Shareholders, Officers and Directors of IRSA
PC Not Subject to Individual Liability.


No recourse
under or upon any obligation, covenant or agreement contained in
this Indenture, or in any Security, or because of any indebtedness
evidenced thereby, shall be had against any incorporator, as such,
or against any past, present or future shareholder, officer or
director, as such, of IRSA PC or of any successor, either directly
or through IRSA PC or any successor, under any rule of law, statute
or constitutional provision or by the enforcement of any assessment
or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance of
the Securities by the Holders thereof and as part of the
consideration for the issue of the Securities; provided that under Section 34
of the Negotiable Obligations Law, the directors and members of the
Supervisory Committee shall be jointly and severally liable for
damages to the Securityholders arising from any violation of the
Negotiable Obligations Law.


Section
11.2.  Provisions of Indenture for the Sole Benefit
of Parties and Securityholders.


Nothing in
this Indenture or in the Securities, express or implied, shall give
or be construed to give to any Person, other than the parties
hereto and their successors and the Holders of the Securities, any
legal or equitable right, remedy or claim under this Indenture or
under any covenant or provision herein contained, all such
covenants and provisions being for the sole benefit of the parties
hereto and their successors and of the Holders of the
Securities.


Section
11.3.  Successors and Assigns of IRSA PC Bound by
Indenture.


All the
covenants, stipulations, promises and agreements in this Indenture
contained by or on behalf of IRSA PC shall bind its successors and
assigns, whether so expressed or not.


Section
11.4.  Notices and Demands on IRSA PC, Trustee and
Securityholders.


Any
notice, demand or request that by any provision of this Indenture
is required or permitted to be given or served by the Trustee or by
the Holders of Securities to or on IRSA PC shall be sufficient for
every purpose hereunder if given or served by hand, facsimile
transmission or by internationally recognized overnight courier
(except as otherwise specifically provided herein) addressed (until
another address of IRSA PC is filed by IRSA PC with the Trustee) to
IRSA Propiedades Comerciales S.A., Moreno 877, 22nd Floor
(C1091AAQ), City of Buenos Aires, Argentina, Attention: Chief
Financial and Administrative Officer, Telephone: 5411-4323-7444.
Any notice, direction, request


93


or
demand by IRSA PC or any Securityholder to or upon the Trustee
shall be deemed to have been sufficiently given or made, for all
purposes, upon actual receipt and if in English and in writing and
given or made at the Corporate Trust Office by hand, facsimile an
internationally recognized courier.


All
notices regarding the Securities will be deemed to have been duly
given to the Holders of the Securities with respect to Holders of
Certificated Securities, if sent to them by first class mail (or,
in the case of joint Holders, to the first named in the Register)
at their respective addresses as recorded in the Register, and will
be deemed to have been validly given on the fourth Business Day
after the date of such mailing, and for notices mailed to Holders
of Certificated Securities located in Argentina, upon receipt, with
respect to Holders of Global Securities, if delivered to the
Depositary thereof, or its nominee (or any successor), in
accordance with its applicable procedures, for so long as such
Securities are listed and traded on the Merval, upon publication in
the City of Buenos Aires in Merval’s Informative Bulletin and
in a widely circulated newspaper in Argentina, and for so long as
such Securities are listed on the Luxembourg Stock Exchange for
trading on the Euro MTF, upon provision of such notice to the
Luxembourg Stock Exchange in accordance with the rules of such
Exchange. Any such notice will be deemed to have been given on the
date of such publication or, if published more than once or on
different dates, on the last date on which publication is required
and made as so required. In the case of notices delivered to a
Depositary, or its nominee (or any successor). Such Depositaries
will communicate such notices to its participants in accordance
with its applicable procedures.


In
addition, IRSA PC shall be required to cause all such other
publications of such notices as may be required from time to time
by applicable law of Argentina. Any and all notices required to be
delivered to the CNV shall be the sole responsibility of IRSA
PC.


Any
aforementioned notice (a) if sent by internationally recognized
overnight courier to IRSA PC as provided above shall be deemed to
have been given, made or served on the day on which such courier
confirms delivery to the address specified above and (b) if given
by facsimile transmission to IRSA PC, when such facsimile is
transmitted to the telephone number specified in this Section 12.4 and telephone
confirmation of receipt thereof is received.


Where
this Indenture provides for notice in any manner, such notice may
be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be
filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such
waiver.


Except
as otherwise provided herein or in the Securities, IRSA PC agrees
to give the Trustee the English text of any notice that IRSA PC is
required to provide to the Securityholders pursuant hereto and to
the Securities, at least two (2) days prior to the earliest date on
which such notice is required to be given.


94


In
case, by reason of the suspension of or irregularities in regular
mail service, the temporary suspension of publication or general
circulation of any newspaper or otherwise, it shall be, in the
opinion of the Trustee, impracticable to mail or publish notice to
IRSA PC and Securityholders when such notice is required to be
given pursuant to any provision of this Indenture, then any manner
of giving such notice as shall be satisfactory to the Trustee shall
be deemed to be a sufficient giving of such notice.


In
respect of this Indenture, the Trustee shall not have any duty or
obligation to verify or confirm that the Person sending notices,
consents, instructions, requests, directions, resolutions,
certificates, statements, acknowledgements, orders, instruments,
documents, communications or other information by electronic
transmission is, in fact, a Person authorized to give such notices,
consents, instructions, requests, directions, resolutions,
certificates, statements, acknowledgements, orders, instruments,
documents, communications or other information on behalf of the
party purporting to send such electronic transmission; and the
Trustee shall not have any liability for any losses, liabilities,
costs or expenses incurred or sustained by any party as a result of
such reliance upon or compliance with such instructions,
directions, reports, notices or other communications or
information. Each other party agrees to assume all risks arising
out of the use of electronic methods to submit notices, consents,
instructions, requests, directions, resolutions, certificates,
statements, acknowledgements, orders, instruments, documents,
communications or other information to the Trustee, including
without limitation the risk of the Trustee acting on unauthorized
notices, consents, instructions, requests, directions, resolutions,
certificates, statements, acknowledgements, orders, instruments,
documents, communications or other information, and the risk of
interception and misuse by third parties.


Section
11.5.  Officer’s Certificates and Opinions of
Counsel; Statements to Be Contained Therein.


Upon any
application or demand by or on behalf of IRSA PC to the Trustee to
take any action under any of the provisions of this Indenture, IRSA
PC shall furnish to the Trustee an Officer’s Certificate
stating that all conditions precedent provided for in this
Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent have been complied with in
all material respects, except that in the case of any such
application or demand as to which the furnishing of such documents
is specifically required by any provision of this Indenture
relating to such particular application or demand, no additional
certificate or opinion need be furnished. Each such certificate or
opinion shall comply with the requirements set forth in this
Indenture.


Any
certificate, statement or opinion of an Officer of IRSA PC may be
based, insofar as it relates to legal matters, upon a certificate
or opinion of or representations by counsel, unless such Officer
knows that the certificate or opinion or representations with
respect to the matters upon which his certificate, statement or
opinion may be based as aforesaid are erroneous. Any certificate,
statement or Opinion of Counsel may be based, insofar as it relates
to factual matters or information with respect to which is in the
possession of IRSA PC, upon the certificate, statement or opinion
of or representations by an officer of officers of IRSA PC, unless
such counsel knows that the certificate,


95


statement or
opinion or representations with respect to the matters upon which
his certificate, statement or opinion may be based as aforesaid are
erroneous.


Every
certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include
substantially:


(1)  a statement that
each individual signing such certificate or opinion has read such
covenant or condition and the definitions herein relating
thereto;


(2)  a brief statement
as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or
opinion are based;


(3)  a statement that,
in the opinion of each such individual, he has made such
examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or
condition has been complied with; and


(4)  a statement as to
whether, in the opinion of each such individual, such condition or
covenant has been complied with.


Any
certificate, statement or opinion of an Officer of IRSA PC or of
counsel may be based, insofar as it relates to accounting matters,
upon a certificate or opinion of or representations by an
accountant or firm of accountants in the employ of IRSA PC, unless
such officer or counsel, as the case may be, knows that the
certificate or opinion or representations with respect to the
accounting matters upon which his certificate, statement or opinion
may be based as aforesaid are erroneous.


Any
certificate or opinion of any independent firm of public
accountants filed with the Trustee shall contain a statement that
such firm is independent.


The
Trustee shall make available to any Securityholder as soon as
practicable at the Corporate Trust Office or at the office of any
Paying Agent, upon request and upon presentation by such Holder of
such evidence of its ownership of its Securities as may be
satisfactory to the Trustee, copies of all financial statements and
certificates delivered to the Trustee by IRSA PC pursuant to this
Indenture or the Securities; provided that the Trustee shall
have no liability with respect to any information contained therein
or omitted therefrom.


Section
11.6.  Payments Due on Non-Business
Days.


Unless
otherwise set forth in the terms of the Securities of a Series, if
the Stated Maturity of such Securities or the Redemption Date or
date fixed for repayment of such Securities shall not be a Business
Day in the relevant locations specified in the terms of such
Securities and the place of payment, then payments of interest or
principal in respect of such Securities need not be made on such
date, but may be made on the next succeeding Business Day with the
same force and effect as if made on the Stated Maturity or the date
fixed for redemption or repayment, and no interest shall accrue on
such payment for the period after such date on account of such
delay. Unless otherwise set forth in the terms of the Securities of
a


96


Series,
if any date on which a payment of interest is due on such
Securities shall not be a Business Day in the relevant locations
specified in the terms of such Securities and the place of payment,
then such payment of interest in respect of such Securities need
not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on such date
and no interest shall accrue on such payment for the period after
such date on account of such delay.


Section
11.7.  Governing Law; Consent to Jurisdiction; Waiver
of Immunity; Currency Indemnity.


This Indenture and the Securities shall be governed by, and
construed in accordance with, the law of the State of New York;
provided that all
matters relating to the due authorization, execution, issuance and
delivery of the Securities by IRSA PC, and matters relating to the
legal requirements necessary in order for the Securities to qualify
as “obligaciones negociables
simples no convertibles” under Argentine law, shall be
governed by the Negotiable Obligations Law, together with the
Argentine Companies Law, the Capital Markets Law and the rules of
the CNV and other applicable Argentine laws and
regulations.


(a)  IRSA PC hereby
irrevocably submits to the non-exclusive jurisdiction of any state
or federal court sitting in the Borough of Manhattan, City and
State of New York, of any Argentine court sitting in the City of
Buenos Aires, including the ordinary courts for commercial matters
and the Tribunal de Arbitraje
General de la Bolsa de Comercio de Buenos Aires (Permanent
Arbitral Tribunal of the Buenos Aires Stock Exchange) under the
provisions of Section 46 of the Capital Markets Law, and any
competent court in the place of its corporate domicile for purposes
of any suit, action or proceeding arising out of or related to this
Indenture or the Securities. IRSA PC hereby irrevocably waives, to
the fullest extent permitted by law, any objection which it may
have to the laying of the venue of any such suit, action or
proceeding brought in such a court and any claim that any such
suit, action or proceeding brought in such a court has been brought
in an inconvenient forum. IRSA PC also agrees that final judgment
in any such suit, action or proceeding brought in such court shall
be conclusive and binding upon it and may be enforced in any court
to the jurisdiction of which it is subject by a suit upon such
judgment; provided
that service of process is effected upon IRSA PC in the manner
specified herein.


(b)  IRSA PC
acknowledges and agrees that the activities contemplated by the
provisions of this Indenture are commercial in nature rather than
governmental or public and, therefore, acknowledges and agrees that
it is not entitled to any right of immunity on the grounds of
sovereignty or otherwise with respect to any such activities or in
any legal action or proceeding arising out of or in any way
relating to this Indenture. IRSA PC, in respect of itself and its
properties and revenues, expressly and irrevocably waives any such
right of immunity (including any immunity from the jurisdiction of
any court or from service of process or from any execution of
judgment or from attachment prior to judgment or in aid of
execution or otherwise) or claim thereto which may now or hereafter
exist, and agrees not to assert any such right or claim in any such
action or proceeding, whether in the United States or
otherwise.





97


IRSA PC
agrees that service of all writs, claims, process and summonses in
any suit, action or proceeding described above against it in the
State of New York may be made upon CT Corporation System at 111
Eighth Avenue, New York, New York 10011, as its authorized agent in
the Borough of Manhattan, New York (the “Process Agent”), and IRSA
PC irrevocably appoints the Process Agent as its agent and true and
lawful attorneys-in-fact in its name, place and stead to accept
such service of any and all such writs, claims, process and
summonses, and agrees that the failure of the Process Agent to give
any notice to it of any such service of process shall not impair or
affect the validity of such service or of any judgment based
thereon. IRSA PC agrees to maintain at all times an agent with
offices in New York City to act as its Process Agent. Nothing
herein shall in any way be deemed (i) to limit the ability to serve
any such writs, process or summonses in any other manner permitted
by applicable law or (ii) to require IRSA PC to appoint such
Process Agent prior to the issuance of the first Series of
Securities hereunder.


(c)  If a judgment or
order given or made by any court for the payment of any amount in
respect of any Security or this Indenture is expressed in a
currency (the “judgment currency”) other
than the currency (the “denomination currency”)
in which such Securities are denominated or in which such amount is
payable, IRSA PC will indemnify each of the Trustee and the
relevant Holder, as applicable, against any deficiency arising or
resulting from any variation in rates of exchange between the date
as of which the amount in the denomination currency is notionally
converted into the amount in the judgment currency for the purposes
of such judgment or order and the date of actual payment thereof.
This indemnity will constitute a separate and independent
obligation from the other obligations contained in the terms and
conditions of the Securities and this Indenture, will give rise to
a separate and independent cause of action, will apply irrespective
of any indulgence granted from time to time and will continue in
full force and effect notwithstanding any judgment or order for a
liquidated sum or sums in respect of amounts due in respect of the
relevant Security, this Indenture or under any such judgment or
order.


Section
11.8.  Waiver of Jury Trial.


EACH PARTY
HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY (BUT NO
OTHER JUDICIAL REMEDIES) IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS
CONTEMPLATED HEREBY.


Section
11.9.  Severability.


If any
provision of this Indenture shall be held or deemed to be or shall,
in fact, be invalid, inoperative or unenforceable as applied in any
particular case in any or all jurisdictions because its conflicts
with any provision of any constitution, statute, rule or public
policy or for any other reason, such circumstances shall not have
the effect of rendering the provision in question invalid,
inoperative or unenforceable in any other case, circumstances or
jurisdiction, or of rendering any other provision or provisions of
this Indenture invalid, inoperative or unenforceable to any extent
whatsoever.


98


Counterparts.


This
Indenture may be executed in any number of counterparts, each of
which shall be an original; but such counterparts shall together
constitute but one and the same instrument.


Section
11.10.  Effect of Headings.


The Article
and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction
hereof.


Section
11.11.  USA PATRIOT Act.


The parties
hereto acknowledge that in accordance with Section 326 of the USA
PATRIOT Act, the Trustee, like all financial institutions and in
order to help fight the funding of terrorism and money laundering,
is required to obtain, verify, and record information that
identifies each person or legal entity that establishes a
relationship or opens an account with the Trustee. The parties to
this Indenture agree that they will provide the Trustee with such
information as it may request in order for the Trustee to satisfy
the requirements of the USA PATRIOT Act.





99


IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed as of March 23, 2016.


IRSA
PROPIEDADES COMERCIALES S.A.By:Name:Title:








THE
BANK OF NEW YORK MELLON, as Trustee, Co-Registrar, Principal Paying
Agent and Transfer AgentBy:Name:Title:








BANCO
SANTANDER RÍO S.A., as Registrar, Paying Agent, Transfer Agent
and Representative of the Trustee in ArgentinaBy:Name:Title:By:Name:Title:





100


EXHIBIT
A





FORM OF
GLOBAL SECURITY


Registered No.:
___________


CUSIP
No.: ___________


ISIN
No.: _____________


Registered Holder:
_____________


IRSA PROPIEDADES COMERCIALES S.A.


IRSA
Propiedades Comerciales S.A. was organized as a stock corporation
(sociedad anónima)
under the laws of Argentina for a term expiring on August 28, 2087
and was registered on August 29, 1889 under No. 323, Page 6, Book
85, of the Stock Corporations Volume of the Public Registry of
Commerce of the City of Buenos Aires, Argentina, and its registered
domicile is at Moreno 877, 22nd Floor, City of Buenos Aires,
Argentina.


GLOBAL SECURITY


representing


[Currency]
[Aggregate principal amount]


NOTES
DUE [Stated Maturity Date]


[INCLUDE FOLLOWING
RESTRICTIVE LEGEND FOR A RULE 144A GLOBAL SECURITY (UNLESS SUCH
LEGEND MAY BE REMOVED PURSUANT TO THE INDENTURE): THIS NOTE HAS NOT
BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS.
THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT
OF IRSA PROPIEDADES COMERCIALES S.A. (“IRSA PC”) THAT
THIS NOTE OR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) TO IRSA PC OR TO
ANY DEALERS APPOINTED BY IRSA PC WITH RESPECT TO A PARTICULAR
SERIES OF NOTES (EACH, A “DEALER” AND COLLECTIVELY, THE
“DEALERS”) OR BY, THROUGH OR IN A TRANSACTION APPROVED
BY A DEALER, (II) SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A) IN
ACCORDANCE WITH RULE 144A, (III) IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S UNDER THE
SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT AFFORDED BY RULE 144 UNDER THE SECURITIES
ACT (IF AVAILABLE) OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, AND IN EACH OF SUCH CASES IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED


101


STATES
OR OTHER APPLICABLE JURISDICTION. THE HOLDER HEREOF, BY PURCHASING
THIS NOTE, REPRESENTS AND AGREES FOR THE BENEFIT OF IRSA PC THAT IT
WILL NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO ABOVE.


THE
FOREGOING LEGEND MAY BE REMOVED FROM THIS NOTE ON SATISFACTION OF
THE CONDITIONS SPECIFIED IN THE INDENTURE REFERRED TO
HEREIN.]


[INCLUDE FOLLOWING
RESTRICTIVE LEGEND FOR A REGULATION S GLOBAL SECURITY (UNLESS SUCH
LEGEND MAY BE REMOVED PURSUANT TO THE INDENTURE): THIS NOTE HAS NOT
BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS.
THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT
OF IRSA PROPIEDADES COMERCIALES S.A. THAT NEITHER THIS NOTE NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS
SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION.


THE
FOREGOING LEGEND MAY BE REMOVED FROM THIS NOTE AFTER FORTY (40)
CONSECUTIVE DAYS BEGINNING ON AND INCLUDING THE LATER OF (A) THE
DAY ON WHICH THE NOTES ARE OFFERED TO PERSONS OTHER THAN
DISTRIBUTORS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT)
AND (B) THE ORIGINAL ISSUE DATE OF THIS NOTE.]


[INCLUDE FOR A DTC
GLOBAL SECURITY: UNLESS (1) THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”)
TO IRSA PROPIEDADES COMERCIALES S.A. OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, (2) ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC AND (3) ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
BECAUSE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.


TRANSFERS OF THIS
NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
DTC, NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE, AND TRANSFERS OF INTERESTS IN THIS NOTE
SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO
HEREIN.]


102


[INCLUDE FOR A
EUROCLEAR/CLEARSTREAM GLOBAL SECURITY: UNLESS (1) THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF [NAME OF THE COMMON DEPOSITARY], OR ANY SUCCESSOR
THERETO, AS COMMON DEPOSITARY (“COMMON
DEPOSITARY”) FOR
EUROCLEAR BANK S.A./N.V. (“EUROCLEAR”)
AND CLEARSTREAM BANKING, SOCIÉTÉ ANONYME, LUXEMBOURG
(“CLEARSTREAM”)
TO IRSA PROPIEDADES COMERCIALES S.A. OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, (2) ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF THE COMMON DEPOSITARY OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY
AND (3) ANY PAYMENT IS MADE TO THE COMMON DEPOSITARY OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
COMMON DEPOSITARY, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE
REGISTERED OWNER HEREOF, THE COMMON DEPOSITARY, HAS AN INTEREST
HEREIN.


TRANSFERS OF THIS NOTE SHALL BE LIMITED TO
TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE COMMON DEPOSITARY FOR
EUROCLEAR AND CLEARSTREAM TO NOMINEES OF THE COMMON DEPOSITARY OR
TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND
TRANSFERS OF INTERESTS IN THIS NOTE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
REFERRED TO HEREIN.]


[INCLUDE FOR
ORIGINAL ISSUE DISCOUNT SECURITIES: THE “TOTAL AMOUNT OF
OID” “YIELD TO MATURITY” AND “INITIAL
ACCRUAL PERIOD” SET FORTH IN THE PRICING SUPPLEMENT REFERRED
TO HEREIN HAVE BEEN COMPLETED SOLELY FOR THE PURPOSE OF APPLYING
THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT
(“OID”) RULES.


THIS
NOTE HAS BEEN ISSUED WITH OID FOR U.S. FEDERAL INCOME TAX PURPOSES.
THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR PURPOSES OF
APPLYING THE U.S. FEDERAL INCOME TAX OID RULES TO THIS
NOTE:


ISSUE
PRICE: US$_______ PER US$1,000 OF PRINCIPAL AMOUNT


ORIGINAL ISSUE
DISCOUNT: $_______ PER US$1,000 OF PRINCIPAL AMOUNT


YIELD
TO MATURITY: ___.___%


ORIGINAL ISSUE
DATE: _________ ___, _____]


SERIES:


SPECIFIED
CURRENCY:


PRINCIPAL
AMOUNT:


ISSUE
DATE:





103


STATED
MATURITY:


ORIGINAL ISSUE
DISCOUNT SECURITY: YES [   ] NO
[   ]


OTHER
TERMS AND CONDITIONS:


[If
Note is a Fixed Rate Note:


FIXED
RATE OF INTEREST:]


[If
Note is a Floating Rate Note:


INITIAL
INTEREST RATE:


INTEREST
DETERMINATION DATE(S):


INTEREST
PERIOD:]


INTEREST
COMMENCEMENT DATE:


INTEREST PAYMENT
DATE(S):


REGULAR
RECORD DATE(S):





[THE
TERMS OF THE PRICING SUPPLEMENT ATTACHED HERETO ARE INCORPORATED BY
REFERENCE HEREIN IN THEIR ENTIRETY.]


This
[Rule 144A] [Regulation S] Global Security (this
“Note”)
is issued in accordance with the Indenture dated as of March 23,
2016, among IRSA Propiedades Comerciales S.A., as issuer
(“IRSA
PC”), The Bank of New York Mellon, as trustee (the
“Trustee”), co-registrar,
paying agent and transfer agent and Banco Santander Río S.A.,
as registrar, paying agent, transfer agent and representative of
the Trustee in Argentina (as amended or supplemented from time to
time, the “Indenture”) and is subject to the Terms and
Conditions set forth on reverse hereof (the “Terms and Conditions”)
and the terms and conditions set forth in the attached Pricing
Supplement. Such provisions shall for all purposes have the same
effect as if set forth in this Note.


Copies
of the Indenture and the Terms and Conditions are on file and
available for inspection at the Corporate Trust Office of the
Trustee and at the office of the Registrar in the City of Buenos
Aires and, if and for so long as the Notes are listed on the
Luxembourg Stock Exchange for trading on the Euro MTF, and such
Exchange shall so require, at the office of the Paying Agent in
Luxembourg, in each case as specified in the Indenture. The Holder
of this Note is entitled to the benefit of, is bound by, and is
deemed to have notice of, all the provisions of the Indenture and
the Terms and Conditions applicable to it.


This
Global Security is a global security representing an issue of duly
authorized Securities of IRSA PC issued and to be issued in one or
more Series pursuant to the Indenture. This Global Security has
been issued in the initial principal amount shown above (as
adjusted from time to time on Schedule A hereto, the
“Principal
Amount”) and with the Specified Currency, Issue Date,
Stated Maturity, redemption and other provisions specified above,
and bearing interest on said Principal Amount at the rate of
interest specified above.


104


In the
event of any conflict between the provisions stated herein or the
provisions of the Terms and Conditions included herein and the
terms and conditions set forth in the Indenture, the terms and
conditions stated herein and in the Pricing Supplement will
prevail. Terms used but not defined herein are used as defined in
the Indenture and the Terms and Conditions.


IRSA
PC, for value received, hereby promises to pay [IF DTC GLOBAL
SECURITY INSERT: Cede & Co.] [IF EUROCLEAR/CLEARSTREAM GLOBAL
SECURITY INSERT NAME OF COMMON DEPOSITARY OR ITS NOMINEE] or its
registered assigns, the Principal Amount in the Specified Currency
at the Stated Maturity specified above, unless earlier redeemed in
accordance with the terms hereof, and unless this Global Security
is an Original Issue Discount Security, to pay interest from the
Interest Commencement Date of this Global Security specified above
(or from the most recent date to which interest has been paid or
made available for payment) on the unpaid Principal Amount (and, to
the extent lawful, on overdue principal (including premium or
redemption amount, if any, and if this is an Original Issue
Discount Security, the Amortized Face Amount, or other amount)) and
any interest in respect hereof at (i) if this Note is a Fixed Rate
Note, the Fixed Rate of Interest per annum specified above on the
Interest Payment Date or Dates specified above in each year,
commencing, unless otherwise specified above, with the first such
Interest Payment Date falling at least fifteen (15) days after the
Issue Date of this Global Security specified above and at Stated
Maturity or any redemption date, until the principal hereof shall
be paid or made available for payment, or (ii) if this Note is a
Floating Rate Note, a rate per annum equal to the Initial Interest
Rate specified above until the first Interest Reset Date so
specified, or if none is specified, until the first Interest
Payment Date, following the Issue Date and thereafter at a rate
determined in accordance with the provisions in the Terms and
Conditions and the Pricing Supplement or (iii) otherwise as
determined by the method set forth in the Pricing Supplement, until
the principal hereof is paid or made available for payment. Such
interest on a Floating Rate Note shall be payable by IRSA PC
monthly, quarterly, semi-annually or annually, or at such other
intervals, in each case as specified above under “Interest
Period”, on the dates specified above under “Interest
Payment Date(s)”, and at Stated Maturity or any redemption
date, commencing, unless otherwise specified in the Pricing
Supplement, with the first such Interest Payment Date falling at
least 15 days after the Issue Date hereof.


This
Global Security is exchangeable in whole or in part for duly
executed and issued Certificated Securities in the form established
pursuant to the Indenture, with the applicable legends as marked
thereon, only if such exchange complies with ‎Section 2.7 of the Indenture. Interests
in this Global Security are exchangeable or transferable in whole
or in part for interests in another Global Security of the same
Series, only if such exchange or transfer complies with ‎Section 2.10 of the
Indenture.


This
Global Security is one of the Series designated above, which term
shall mean each original issue of Notes and shall be deemed to
include any other Global Securities in respect of such Series
issued pursuant to the Indenture referred to on the face of this
Note. These Notes, together with any other Securities of IRSA PC
issued under the Indenture (“Outstanding Notes”) are
limited to an aggregate principal amount outstanding


105


at any
one time of US$500,000,000 or the equivalent thereof in one or more
Specified Currencies; provided, however, that the total amount
of the Program and the maximum aggregate principal amount of
Securities of all Series that may be Outstanding at any one time
under the Indenture may be increased by a resolution of the
shareholders of IRSA PC and without the consent of the
Holders.


Unless
the certificate of authentication hereon has been executed by or on
behalf of the Trustee by manual signature of one of its authorized
signatures, this Global Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any
purpose.


This
Global Security shall be governed by, and construed in accordance
with, the law of the State of New York; provided that all matters
relating to the due authorization, execution, issuance and delivery
of the Securities by IRSA PC, and matters relating to the legal
requirements necessary in order for the Securities to qualify as
“obligaciones negociables
simples no convertibles” under Argentine law, shall be
governed by the Negotiable Obligations Law, together with the
Argentine Companies Law, the Capital Markets Law and the rules of
the CNV and other applicable Argentine laws and
regulations.





106





IN
WITNESS WHEREOF, IRSA Propiedades Comerciales S.A. has caused this
Global Security to be duly executed.





Date:


IRSA
PROPIEDADES COMERCIALES S.A.By:Name:Title:By:Name:Title:





107





CERTIFICATE OF
AUTHENTICATION


This
Note is one of the Securities referred to in the within mentioned
Indenture.


THE
BANK OF NEW YORK MELLON,as TrusteeBy:Name:Title:





108





[ATTACH
TERMS AND CONDITIONS IN THE


FORM
SET FORTH IN EXHIBIT C TO THE INDENTURE]


[ATTACH
APPLICABLE PRICING SUPPLEMENT]





109





SCHEDULE
A


DatePrincipal Amount of
Certificated Securities issued in exchange for or upon transfer of
an interest in this Global SecurityPrincipal Amount of
this Global Security Redeemed or RepurchasedIncrease in
Principal Amount of this Global Security due to the exchange or
transfer of another Global Security (or an interest therein) for an
interest in this Global SecurityRemaining Principal
Amount of this Global SecurityNotation made on
behalf of the Trustee by





110


EXHIBIT
B





FORM OF
CERTIFICATED SECURITY


CUSIP
No.: ____________


ISIN
No.: ______________


IRSA PROPIEDADES COMERCIALES S.A.


IRSA
Propiedades Comerciales S.A. was organized as a stock corporation
(sociedad anónima) under the laws of Argentina for a term
expiring on August 28, 2087 and was registered on August 29, 1889
under No. 323, Page 6, Book 85, of the Stock Corporations Volume of
the Public Registry of Commerce of the City of Buenos Aires,
Argentina, and its registered domicile is at Moreno 877, 22nd
Floor, City of Buenos Aires, Argentina.


CERTIFICATED SECURITY


representing


[Currency]
[Aggregate principal amount]


NOTES
DUE [Stated Maturity Date]


[INCLUDE THE
FOLLOWING PARAGRAPHS IF THIS SECURITY IS SOLD IN RELIANCE ON RULE
144A OR IN A TRANSACTION OTHERWISE EXEMPT FROM REGISTRATION UNDER
THE SECURITIES ACT: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY OTHER SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF IRSA PROPIEDADES
COMERCIALES S.A. (“IRSA PC”) THAT THIS NOTE OR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY (I) TO IRSA PC OR TO ANY DEALERS
APPOINTED BY IRSA PC WITH RESPECT TO A PARTICULAR SERIES OF NOTES
(EACH, A “DEALER” AND COLLECTIVELY, THE
“DEALERS”) OR BY, THROUGH OR IN A TRANSACTION APPROVED
BY A DEALER, (II) SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A) IN
ACCORDANCE WITH RULE 144A, (III) IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S UNDER THE
SECURITIES ACT, (IV) PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT AFFORDED BY RULE 144 UNDER THE SECURITIES
ACT (IF AVAILABLE) OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, AND IN EACH OF SUCH CASES IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR OTHER APPLICABLE JURISDICTION. THE HOLDER HEREOF,
BY PURCHASING THIS NOTE, REPRESENTS AND AGREES FOR THE BENEFIT
OF


111


IRSA PC
THAT IT WILL NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE
RESALE RESTRICTIONS REFERRED TO ABOVE.


THE
FOREGOING LEGEND MAY BE REMOVED FROM THIS NOTE ON SATISFACTION OF
THE CONDITIONS SPECIFIED IN THE INDENTURE REFERRED TO
HEREIN.]


[INCLUDE FOLLOWING
PARAGRAPHS IF THIS SECURITY IS SOLD IN RELIANCE ON REGULATION S OR
IN A TRANSACTION OTHERWISE EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY OTHER SECURITIES LAWS. THE HOLDER HEREOF, BY
PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF IRSA PROPIEDADES
COMERCIALES S.A. THAT NEITHER THIS NOTE NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION.


THE
FOREGOING LEGEND MAY BE REMOVED FROM THIS NOTE AFTER FORTY (40)
CONSECUTIVE DAYS BEGINNING ON AND INCLUDING THE LATER OF (A) THE
DAY ON WHICH THE NOTES ARE OFFERED TO PERSONS OTHER THAN
DISTRIBUTORS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT)
AND (B) THE ORIGINAL ISSUE DATE OF THIS NOTE.]


THIS
NOTE MAY BE TRANSFERRED ONLY IN MINIMUM PRINCIPAL AMOUNTS SPECIFIED
IN THE APPLICABLE PRICING SUPPLEMENT.


[INCLUDE FOR
ORIGINAL ISSUE DISCOUNT SECURITIES: THE “TOTAL AMOUNT OF
OID”, “YIELD TO MATURITY” AND “INITIAL
ACCRUAL PERIOD SET FORTH IN THE PRICING SUPPLEMENT REFERRED TO
HEREIN HAVE BEEN COMPLETED SOLELY FOR THE PURPOSE OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT (“OID”)
RULES.


THIS
NOTE HAS BEEN ISSUED WITH OID FOR U.S. FEDERAL INCOME TAX PURPOSES.
THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR PURPOSES OF
APPLYING THE FEDERAL INCOME TAX OID RULES TO THIS
NOTE:


ISSUE
PRICE: $________ PER $1,000 OF PRINCIPAL AMOUNT


ORIGINAL ISSUE
DISCOUNT: $________ PER $1,000 OF PRINCIPAL AMOUNT


YIELD
TO MATURITY: ___.__%


ORIGINAL ISSUE
DATE: _______ ___, ____]


SERIES:


SPECIFIED
CURRENCY:





112


PRINCIPAL
AMOUNT:


ORIGINAL ISSUE
DATE:


STATED
MATURITY DATE:


ORIGINAL ISSUE
DISCOUNT NOTE: YES [ ] NO [ ]


OTHER
TERMS AND CONDITIONS:


[If
Note is a Fixed Rate Note:


FIXED
RATE OF INTEREST:]


[If
Note is a Floating Rate Note:


INITIAL
INTEREST RATE:


INTEREST
DETERMINATION DATE(S):


INTEREST
PERIOD:]


INTEREST
COMMENCEMENT DATE:


INTEREST PAYMENT
DATE(S):


REGULAR
RECORD DATES:


OTHER
TERMS AND CONDITIONS:


This
Certificated Security (this “Note”) is issued in
accordance with the Indenture dated as of March 23, 2016, among
IRSA Propiedades Comerciales S.A., as issuer (“IRSA PC”), The Bank of
New York Mellon, as trustee (the “Trustee”), co-registrar,
paying agent and transfer agent and Banco Santander Río S.A.,
as registrar, paying agent, transfer agent and representative of
the Trustee in Argentina (as amended or supplemented from time to
time, the “Indenture”) and is
subject to the Terms and Conditions set forth on reverse hereof
(the “Terms and
Conditions”) and the terms and conditions set forth in
the attached Pricing Supplement. Such provisions shall for all
purposes have the same effect as if set forth in this
Note.


Copies
of the Indenture and the Terms and Conditions are on file and
available for inspection at the Corporate Trust Office of the
Trustee and at the office of the Registrar in the City of Buenos
Aires and, if and for so long as the Notes are listed on the
Luxembourg Stock Exchange for trading on the Euro MTF, and such
Exchange shall so require, at the office of the Paying Agent in
Luxembourg, in each case as specified in the Indenture. The Holder
of this Note is entitled to the benefit of, is bound by, and is
deemed to have notice of, all the provisions of the Indenture and
the Terms and Conditions applicable to it.


In the
event of any conflict between the provisions stated herein or the
provisions of the Terms and Conditions included herein and the
terms and conditions set forth in the Indenture, the terms and
conditions stated herein and in the attached Pricing Supplement
will prevail. Terms used but not defined herein are used as defined
in the Indenture and the Terms and Conditions.


113


IRSA
PC, for value received, hereby promises to pay to _______________
or its registered assigns the Principal Amount stated above or the
Redemption Amount if specified in the attached Pricing Supplement,
in the Specified Currency at the Stated Maturity specified above,
unless earlier redeemed in accordance with the terms hereof, and
unless this Note is an Original Issue Discount Security, to pay
interest from the Interest Commencement Date of this Note specified
in the Pricing Supplement (or from the most recent date to which
interest has been paid or made available for payment) on the unpaid
Principal Amount (and, to the extent lawful, on overdue principal
(including premium or redemption amount, if any, and if this is an
Original Issue Discount Security, the Amortized Face Amount, or
other amount)) at, (i) if this Note is a Fixed Rate Note, the Fixed
Rate of Interest per annum specified above on the Interest Payment
Date or Dates specified above in each year, commencing, unless
otherwise specified above, with the first such Interest Payment
Date falling at least fifteen days after the Issue Date of this
Note specified above and at Stated Maturity or any redemption date,
until the principal hereof shall be paid or made available for
payment, or (ii) if this Note is a Floating Rate Note, a rate per
annum equal to the Initial Interest Rate specified above until the
first Interest Reset Date so specified, or if none is specified,
until the first Interest Payment Date, following the Issue Date and
thereafter at a rate determined in accordance with the provisions
of the Terms and Conditions and the Pricing Supplement or (iii)
otherwise as determined by the method set forth in the Pricing
Supplement, until the principal hereof is paid or made available
for payment. Such interest on a Floating Rate Note shall be payable
by IRSA PC monthly, quarterly, semi-annually or annually, or at
such other intervals, in each case as specified above under
“Interest Period”, on the dates specified above under
“Interest Payment Date(s)”, and at Stated Maturity or
any redemption date, commencing, unless otherwise specified in the
Pricing Supplement, with the first such Interest Payment Date
falling at least fifteen (15) days after the Issue Date
hereof.


As used
herein, the term “Holder” means the person
in whose name a Note is registered in the Register.


This
Note is one of the Series designated above, which term shall mean
each original issue of Notes and shall be deemed to include any
Global Securities in respect of such Series issued pursuant to the
Indenture referred to on the face of this Note. These Notes,
together with any other debt securities of IRSA PC issued under the
Indenture (“Outstanding Notes”) are
limited to an aggregate principal amount outstanding at any one
time of US$500,000,000 or the equivalent thereof in one or more
Specified Currencies; provided, however, that the total amount
of the Program and the maximum aggregate principal amount of
Securities of all Series that may be Outstanding at any one time
under the Indenture may be increased by a resolution of the
shareholders of IRSA PC and without the consent of the
Holders.


Unless
the certificate of authentication hereon has been executed by or on
behalf of the Trustee by manual signature of one of its authorized
signatories, this Note shall not be entitled to any benefits under
the Indenture or be valid or obligatory for any
purpose.


This
Note shall be governed by and construed in accordance with the laws
of the State of New York; provided that all matters
relating to the due authorization, execution,


114


issuance and
delivery of the Notes by IRSA PC, and matters relating to the legal
requirements necessary in order for the Notes to qualify as
“obligaciones negociables
simples no convertibles” under Argentine law, shall be
governed by the Argentine Negotiable Obligations Law No. 23,576, as
amended, together with Argentine Companies Law No. 19,550, as
amended, the Capital Markets Law No. 26,831 and the rules of the
CNV and other applicable Argentine laws and
regulations.





115





IN
WITNESS WHEREOF, IRSA Propiedades Comerciales S.A. has caused this
Note to be duly executed.





Date:


IRSA
PROPIEDADES COMERCIALES S.A.By:Name:Title:By:Name:Title:





116





CERTIFICATE OF
AUTHENTICATION


This is
one of the Notes referred to in the within mentioned
Indenture.


THE
BANK OF NEW YORK MELLON,as TrusteeBy:Name:Title:





117





[ATTACH
TERMS AND CONDITIONS IN THE


FORM
SET FORTH IN EXHIBIT C TO THE INDENTURE]


[ATTACH
APPLICABLE PRICING SUPPLEMENT]





118





FORM OF
TRANSFER


[Include the
following for Notes not bearing a Restrictive Legend]


TRANSFER
NOTICE


FOR
VALUE RECEIVED, the undersigned Holder hereby sells, assigns and
transfers unto














(Please
print or typewrite name and address including postal code of
assignee)


this
Note and all rights thereunder, hereby irrevocably constituting and
appointing


attorney
to transfer such amount of said Note on the books of IRSA PC with
full power of substitution in the premises.





Date:


Signed:


NOTICE:
The signature to this


assignment must
correspond with the


name as
written upon the face of the


within
instrument in every particular,


without
alteration or enlargement or any


change
whatsoever.





119





FORM OF
TRANSFER


[Include the
following for Notes bearing Restrictive Legends]


TRANSFER
NOTICE


FOR
VALUE RECEIVED, the undersigned Holder hereby sells, assigns and
transfers unto








(Please
print or typewrite name and address including postal code of
assignee)


Insert
Taxpayer Identification No.:


this
Note and all rights thereunder, hereby irrevocably constituting and
appointing


attorney
to transfer such amount of said Note on the books of IRSA PC with
full power of substitution in the premises.


In
connection with any transfer of this Note occurring prior to the
date that is one year after the Original Issue Date of this Note
(provided that IRSA PC or any affiliate of IRSA PC has not acquired
this Note during such one-year period), the undersigned confirms
that without utilizing any general advertising or general
solicitation:


(check
one)


☒            This
Note is being transferred pursuant to the exception from
registration under the U.S. Securities Act of 1933, as amended (the
“Securities
Act”), provided by Rule 144A thereunder
(“Rule
144A”) and, upon registration of such transfer, each
beneficial owner of this Note will be a “qualified
institutional buyer” (as defined in Rule 144A), and each such
person has been advised that this Note is being sold or transferred
to it in reliance upon Rule 144A and has received the information,
if any, requested by it pursuant to Rule 144A; or


☒            This
Note is being transferred pursuant to the exemption from
registration under the Securities Act provided by Regulation S
under the Securities Act (“Regulation S”), and the
address of the person in whose name this Note is to be registered
upon transfer is an address outside the United States (as defined
in Regulation S); or


☒            This
Note is being transferred to a Dealer or to IRSA PC;
or


☒            This
Note is being transferred other than in accordance with (a), (b) or
(c) above, and documents are being furnished to the Trustee or the
transfer agent which comply with the conditions of transfer set
forth in this Note and the Indenture.





120





If none
of the foregoing boxes is checked, the Trustee shall not be
obligated to register this Note in the name of any person other
than the Holder hereof unless and until the conditions to any such
registration of transfer set forth herein and in the Indenture
shall have been satisfied.





Date:


Signed:
______________________________________


NOTICE:
The signature to this assignment


must
correspond with the name as written


upon
the face of the within instrument in


every
particular, without alteration or


enlargement or any
change whatsoever.





121


EXHIBIT
C





FORM OF
REVERSE OF SECURITIES—TERMS AND CONDITIONS


IN THE
EVENT OF ANY CONFLICT BETWEEN THE PROVISIONS STATED HEREIN AND THE
TERMS AND CONDITIONS SET FORTH IN A PRICING SUPPLEMENT, IF ANY,
ATTACHED TO THIS NOTE, THE PROVISIONS OF THE PRICING SUPPLEMENT
WILL PREVAIL.


General


The
Securities are to be issued under an Indenture, dated as of March
23, 2016 (as amended, supplemented or otherwise modified from time
to time, the “Indenture”), among IRSA
PC, The Bank of New York Mellon, as trustee (in such capacity, the
“Trustee”), co-registrar
(in such capacity, the “Co-Registrar”), principal
paying agent (in such capacity, the “Principal Paying Agent,”
and together with any other paying agents under the Indenture, the
“Paying
Agents”) and transfer agent (in such capacity, a
“Transfer
Agent”, and together with any other transfer agents
under the Indenture, the “Transfer Agents”), and
Banco Santander Río S.A., as registrar (in such capacity, the
“Registrar”), Paying
Agent, Transfer agent and representative of the Trustee in
Argentina (in such capacity, the “Representative of the Trustee in
Argentina”).


The
following summaries of certain provisions of the Indenture and the
Securities do not purport to be complete and are subject to, and
are qualified in their entirety by reference to, all of the
provisions of the Indenture and the Securities, including the
definitions therein of certain terms. Capitalized terms not
otherwise defined herein shall have the meanings given to them in
the Indenture.


Securities may be
issued from time to time in one or more Series under the Indenture.
The Securities of all Series outstanding at any one time under the
Program are limited to an aggregate amount of up to US$500,000,000
(or its equivalent in a Specified Currency) outstanding at any
time; provided,
however, that the
total amount of the Program and the maximum aggregate principal
amount of Securities of all Series that may be Outstanding at any
one time under the Indenture may be increased by a resolution of
the shareholders of IRSA PC and without the consent of the Holders.
The particular terms of each issue of Securities, including,
without limitation, the date of issue, issue amount, issue price,
currency of denomination and payment, maturity, interest rate or
interest rate formula, if any, payment method, and, if applicable,
redemption, repayment and index or other macroeconomic ratio
provisions, will be set forth for each such issue in the Securities
and in the applicable Pricing Supplement. With respect to any
particular Security, the description of the Securities herein is
qualified in its entirety by reference to, and to the extent
inconsistent therewith is superseded by, such Security and the
applicable Pricing Supplement.


The
Securities will qualify as “obligaciones negociables simples no
convertibles” under the Negotiable Obligations Law and
will be entitled to the benefits set forth therein and subject to
the procedural requirements thereof. The Securities will rank pari
passu in


122


right
of payment with all other existing and future unsecured and
unsubordinated indebtedness of IRSA PC (other than obligations
preferred by statute or by operation of law).


Unless
previously redeemed, the Securities will mature on the date (the
“Stated
Maturity”) no less than thirty (30) days from their
date of issue as specified on the face thereof and in the
applicable Pricing Supplement.


The
Securities may be denominated in any currency (a
“Specified
Currency”) as shall be specified on the face thereof
and in the applicable Pricing Supplement. Unless otherwise
specified in the applicable Pricing Supplement, payments on the
Securities will be made in the applicable Specified Currency;
provided that in
certain circumstances, as may be described in the applicable
Pricing Supplement, payments on any such Securities denominated in
a currency other than U.S. dollars may, to the extent permitted by
Argentine law, be made in U.S. dollars. See “—Payment
of Principal and Interest” below.


The
Securities will bear interest, if any, at the interest rate or
interest rate formula set forth on the face thereof and in the
applicable Pricing Supplement. The Securities may bear interest at
a fixed rate (a “Fixed Rate Note”) or at a
rate determined by reference to an interest rate basis or other
interest rate formula (a “Floating Rate Note”) or
may bear no interest (a “Zero Coupon Note”). See
“Interest Rate” below.


The
Securities may also be issued with principal and/or interest
payable, to the extent permitted by Argentine law, in one or more
currencies different from the currency in which such Securities are
denominated (“Dual
Currency Notes”), or linked to an index and/or a
formula (“Indexed
Notes”). Dual Currency and Indexed Notes may be issued
to bear interest on a fixed or floating rate basis or on a
non-interest bearing basis or a combination of such bases, in which
case provisions relating to Fixed Rate Notes, Floating Rate Notes,
Zero Coupon Notes or a combination thereof, respectively, shall,
where the context so permits, apply to such Dual Currency or
Indexed Notes. References herein to Securities denominated in a
Specified Currency shall, unless the context otherwise requires,
include Dual Currency Notes payable in such Specified
Currency.


The
Securities may be issued as Original Issue Discount Securities. An
“Original Issue
Discount Security,” including, without limitation, any
Zero Coupon Note, is a Note which is issued at a price lower than
the principal amount thereof, and which provides that upon
redemption or acceleration of the Stated Maturity thereof, the
amount payable to the Holder of such Note will be determined in
accordance with the terms of such Note, and will be an amount that
is less than the amount payable on the Stated Maturity of such
Note.


Unless
otherwise specified in the applicable Pricing Supplement, the
Securities will not be subject to any sinking fund and will not be
redeemable prior to their Stated Maturity, except in the event of
certain changes involving Argentine taxes.


123


If
specified in the applicable Pricing Supplement with respect to a
Series of Securities, IRSA PC may from time to time, without the
consent of Holders of Securities outstanding, create and issue
additional Securities of such Series (“Additional Securities”);
provided such Additional Securities have the same terms and
conditions as the Securities of that Series (except for the date of
issue, the issue price, the applicable legends, the date from which
interest accrues and, if applicable, the first payment of
interest); and provided further that if the Additional Securities
are not fungible for U.S. federal income tax purposes with the
previously Outstanding Securities of the relevant Series, such
Additional Securities shall have a separate CUSIP number. The
Additional Securities shall form a single Series with the
previously outstanding Series of Securities.


Interest Rate


General. Unless
otherwise specified in the applicable Pricing Supplement, each
Fixed Rate Note or Floating Rate Note (each as defined below) will
bear interest from (and including) the issue date or such other
date (the “Interest
Commencement Date”) specified in the applicable
Pricing Supplement or from the most recent Interest Payment Date
(or, if such Note is a Floating Rate Note and the Interest Reset
Period (as each such term is defined below) is daily or weekly,
from the day following the most recent Regular Record Date) to
which interest on such Note has been paid or duly provided for at
the fixed rate per annum, or at the rate per annum determined
pursuant to the interest rate formula, stated in the applicable
Pricing Supplement, until the principal thereof is paid or made
available for payment. Interest will be payable on each Interest
Payment Date and at Stated Maturity or upon redemption or
acceleration, as specified under “Payment of Principal and
Interest” below.


Each
Note bearing interest will bear interest at either (a) a fixed rate
or (b) a variable rate determined by reference to an interest rate
basis (including LIBOR (a “LIBOR Note”), the
Treasury Rate (a “Treasury Rate Note”) or
such other interest rate basis as is set forth in the applicable
Pricing Supplement), which may be adjusted by adding or subtracting
the Spread and/or multiplying by the Spread Multiplier. The
“Spread” is the number of
basis points specified in the applicable Pricing Supplement as
being applicable to the interest rate for such Note, and the
“Spread
Multiplier” is the percentage specified in the
applicable Pricing Supplement as being applicable to the interest
rate for such Note. A Floating Rate Note may also have either or
both of the following as specified in the applicable Pricing
Supplement: (a) a maximum numerical interest rate limitation, or
ceiling, on the rate of interest which may accrue during any
interest period (a “Maximum Rate”); and (b) a
minimum numerical interest rate limitation, or floor, on the rate
of interest which may accrue during any interest period (a
“Minimum
Rate”).


“Index Maturity” means,
with respect to a Floating Rate Note, the period to maturity of the
instrument or obligation on which the interest rate formula is
based, as specified in the applicable Pricing
Supplement.


124


Fixed
Rate Notes


Fixed
Rate Notes shall bear interest from (and including) the Interest
Commencement Date specified in the applicable Pricing Supplement at
the rate or rates per annum so specified (the “Fixed Rate(s) of
Interest”) payable in arrears on the Interest Payment
Date(s) in each year and on the Stated Maturity or upon redemption
or acceleration. The first payment of interest will be made on the
Interest Payment Date next following the Interest Commencement Date
and, if the period from the Interest Commencement Date to the
Interest Payment Date differs from the period between subsequent
Interest Payment Dates, will equal the “Initial Broken
Amount” specified in the applicable Pricing Supplement. If
the Stated Maturity is not an Interest Payment Date, interest from
and including the preceding Interest Payment Date (or the Interest
Commencement Date, as the case may be) to (but excluding) the
Stated Maturity will equal the “Final Broken Amount”
specified in the applicable Pricing Supplement.


Floating Rate Notes


General. The
applicable Pricing Supplement relating to a Floating Rate Note will
designate an interest rate basis (the “Interest Rate Basis”) for
such Floating Rate Note. The Interest Rate Basis for each Floating
Rate Note will be: (a) LIBOR, in which case such Note will be a
LIBOR Note: (b) the Treasury Rate, in which case such Note will be
a Treasury Rate Note; or (c) such other interest rate basis as is
set forth in such Pricing Supplement. The Pricing Supplement for a
Floating Rate Note will also specify, if applicable, the
Calculation Agent, the Index Maturity, the Spread and/or Spread
Multiplier, the Maximum Rate, the Minimum Rate, the Regular Record
Dates and the Initial Interest Rate, the Interest Payment Dates,
the Calculation Dates, the Interest Determination Dates, the
Interest Reset Period and the Interest Reset Dates (each as defined
below) with respect to such Note.


The
rate of interest on each Floating Rate Note will be reset and
become effective daily, weekly, monthly, quarterly, semi-annually
or annually or otherwise, as specified in the applicable Pricing
Supplement (each an “Interest Reset Period”);
provided that (a)
the interest rate in effect from the date of issue to the first
Interest Reset Date with respect to a Floating Rate Note will be
the initial interest rate as set forth in the applicable Pricing
Supplement (the “Initial Interest Rate”)
and (b) unless otherwise specified in the applicable Pricing
Supplement, the interest rate in effect for the ten (10) days
immediately prior to Stated Maturity of a Note will be that in
effect on the tenth day preceding such Stated Maturity. The dates
on which the rate of interest will be reset (each an
“Interest Reset
Date”) will be specified in the applicable Pricing
Supplement. If any Interest Reset Date for any Floating Rate Note
would otherwise be a day that is not a Business Day with respect to
such Floating Rate Note, the Interest Reset Date for such Floating
Rate Note shall be postponed to the next day that is a Business Day
with respect to such Floating Rate Note, except that, in the case
of a LIBOR Note, if such Business Day is in the next succeeding
calendar month, such Interest Reset Date shall be the next
preceding Business Day.


125


Unless
otherwise specified in the applicable Pricing Supplement,
“Interest Determination Dates” will be as set forth
below. The Interest Determination Date pertaining to an Interest
Reset Date for a LIBOR Note (the “LIBOR Interest Determination
Date”) will be the second (2nd) Business Day preceding
such Interest Reset Date. The Interest Determination Date
pertaining to an Interest Reset Date for a Treasury Rate Note (the
“Treasury Interest
Determination Date”) will be the day of the week in
which such Interest Reset Date falls and on which Treasury bills
would normally be auctioned. Treasury bills are usually sold at
auction on the Monday of each week, unless that day is a legal
holiday, in which case the auction is usually held on the following
Tuesday, except that such auction may be on the preceding Friday.
If, as the result of a legal holiday, an auction is so held on the
preceding Friday, such Friday will be the Treasury Interest
Determination Date pertaining to the Interest Reset Date occurring
in the next succeeding week. If an auction date shall fall on any
Interest Reset Date for a Treasury Rate Note, then such Interest
Reset Date shall instead be the first (1st) Business Day
immediately following such auction date.


All
percentages resulting from any calculations referred to in the
applicable Pricing Supplement will be rounded, if necessary, to the
nearest one hundred-thousandth of a percentage point, with five
one-millionths of a percentage point rounded upward (e.g.,
9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)),
and all Specified Currency amounts used in or resulting from such
calculations will be rounded to the nearest cent (with one-half
cent rounded upward) or nearest equivalent in Specified Currencies
other than U.S. dollars.


In
addition to any Maximum Rate which may be applicable to any
Floating Rate Note pursuant to the above provisions, the interest
rate on Floating Rate Notes will in no event be higher than the
maximum interest rate permitted by applicable law; provided that in no event shall
the Calculation Agent have any obligation to determine whether or
not any such interest rate is higher than the maximum interest rate
permitted by applicable law.


Upon
the request of the Holder of any Floating Rate Note, the
Calculation Agent will provide the interest rate then in effect,
and, if determined, the interest rate which will become effective
on the next Interest Reset Date with respect to such Floating Rate
Note. The Calculation Agent’s determination of any interest
rate will be final and binding in the absence of manifest
error.


The
Calculation Agent will cause notice of the rate of interest and the
amount of interest for each interest period and the relevant
Interest Payment Date to be given to IRSA PC and the Trustee as
soon as possible after their determination but in no event later
than the fourth (4th) Business Day thereafter and, in the case of
Securities listed on the Luxembourg Stock Exchange for trading on
the Euro MTF, no later than the first day of the relevant Interest
Reset Period. Such notice will be in accordance with the provisions
of the Securities relating to notices to Holders of Securities. The
amount of interest and the Interest Payment Date may subsequently
be amended (or appropriate alternative arrangements as may be made
by way of adjustment) without notice in the event of an extension
or shortening of the Interest Reset Period.


126


The
manner in which the interest rate for any Floating Rate Note that
is not a LIBOR Note or a Treasury Rate Note will be determined as
set forth in the applicable Pricing Supplement.


LIBOR
Notes. LIBOR Notes will bear interest at the interest rates
(calculated with reference to LIBOR and the Spread and/or Spread
Multiplier, if any, subject to the Maximum Rate or the Minimum
Rate, if any), and will be payable on the dates, specified on the
face of the LIBOR Note and in the applicable Pricing
Supplement.


Unless
otherwise indicated in the applicable Pricing Supplement, LIBOR
with respect to any Interest Reset Date will be determined by the
Calculation Agent in accordance with the following provisions. On
the relevant LIBOR Interest Determination Date, LIBOR will be
determined on the basis of either of the following or otherwise, as
specified in the applicable Pricing Supplement:


(a)            the
offered rates for deposits in the Specified Currency having the
specified Index Maturity, commencing on the next succeeding
Interest Reset Date, which appear on the display designated as page
“LIBOR01” or “LIBOR02,” as applicable, on
the Reuters Monitor Money Rates Service (or such other page as may
replace such pages on that service for the purpose of displaying
London interbank offered rates of major banks for deposits in the
Specified Currency) (each, a “Reuters Screen LIBOR
Page”) as of 11:00 a.m., London time, on such LIBOR
Interest Determination Date. If at least two (2) such offered rates
appear on the applicable Reuters Screen LIBOR Page, LIBOR with
respect to such Interest Reset Date will be the arithmetic mean of
such offered rates as determined by the Calculation Agent. If fewer
than two (2) offered rates appear, LIBOR with respect to such
Interest Reset Date will be determined as described in (ii) below;
or


(b)            the
offered rates for deposits in the Specified Currency having the
specified Index Maturity, commencing on the next succeeding
Interest Reset Date, which appear on the display designated as page
“BBAM1” on the Bloomberg Service (or such other page as
may replace any such page on that service for the purpose of
displaying London interbank offered rates of major banks for
deposits in the Specified Currency) (“Bloomberg Page”) as of
11:00 a.m., London time, on such LIBOR Interest Determination Date.
If no such offered rate appears, LIBOR with respect to such
Interest Reset Date will be determined as described in (ii)
below.


If
neither a “Reuters Screen LIBOR Page” nor a
“Bloomberg Page” is specified in the applicable Pricing
Supplement, LIBOR will be determined as if a Reuters Screen LIBOR
Page had been so specified.


With
respect to a LIBOR Interest Determination Date on which fewer than
two offered rates for the applicable Index Maturity appear on a
Reuters Screen LIBOR Page as described in (a) above, or on which no
rate appears on the Bloomberg Page as described in (b) above, as
applicable, LIBOR will be determined on the basis of the
rates


127


at
approximately 11:00 a.m., London time, on such LIBOR Interest
Determination Date at which deposits in the Specified Currency
having the specified Index Maturity are offered to prime banks in
the London interbank market by four (4) major banks in the London
interbank market selected by IRSA PC (and notified to the
Calculation Agent in writing) commencing on the second (2nd)
Business Day immediately following such LIBOR Interest
Determination Date and in a principal amount equal to an amount of
not less than US$1,000,000 (or its approximate equivalent in a
Specified Currency other than U.S. dollars) that in IRSA PC’s
judgment is representative for a single transaction in such market
at such time (a “Representative Amount”).
IRSA PC will request the principal London office of each of such
banks to provide a quotation of its rates which such rates IRSA PC
shall notify to the Calculation Agent in writing. If at least two
(2) such quotations are provided, LIBOR with respect to such
Interest Reset Date will be the arithmetic mean of such quotations.
If fewer than two (2) quotations are provided, LIBOR with respect
to such Interest Reset Date will be the arithmetic mean of the
rates quoted at approximately 11:00 A.M., New York City time, on
such LIBOR Interest Determination Date by three major banks in New
York City, selected by IRSA PC (and notified to the Calculation
Agent in writing), for loans in the Specified Currency to leading
European banks having the specified Index Maturity on the Interest
Reset Date and in a Representative Amount; provided that if fewer than
three (3) banks selected as aforesaid by IRSA PC are quoting as
mentioned in this sentence, LIBOR with respect to such Interest
Reset Date will be LIBOR in effect on such LIBOR Interest
Determination Date.


Treasury Rate
Notes. Treasury Rate Notes will bear interest at the interest rates
(calculated with reference to the Treasury Rate and the Spread
and/or Spread Multiplier, if any, subject to the Maximum Rate or
Minimum Rate, if any) and will be payable on the dates specified in
the applicable Pricing Supplement. Unless otherwise specified in
the applicable Pricing Supplement, the “Calculation
Date” with respect to a Treasury Interest Determination Date
will be the tenth day after such Treasury Interest Determination
Date or, if any such day is not a Business Day, the next succeeding
Business Day.


Unless
otherwise indicated in the applicable Pricing Supplement,
“Treasury
Rate” means, with respect to any Interest Reset Date,
the rate for the auction on the relevant Treasury Interest
Determination Date of direct obligations of the United States
(“Treasury
Bills”) having the Index Maturity specified in the
applicable Pricing Supplement, as such rate appears on the display
of Moneyline Telerate, Inc. (or any successor service) on page 56
(or any other page as may replace such page) or page 57 (or any
other page as may replace such page), under the heading
“INVESTMENT RATE.” In the event that such rate does not
appear by 3:00 p.m., New York City time, on the Calculation Date
pertaining to such Treasury Interest Determination Date, then the
Treasury Rate for such Interest Reset Date shall be the rate on
such date as published in H.15 Daily Update under the heading
“U.S. government securities—Treasury
bills—Auction high.” In the event that the foregoing
rates do not so appear or are not so published by 3:00 p.m., New
York City time, on the Calculation Date pertaining to such Treasury
Interest Determination Date, then the Treasury Rate for such
Interest Reset Date shall be the “Investment Rate”
(expressed as a bond equivalent yield, on the basis of a year of
365 or 366 days, as applicable, and applied on a daily basis) as
announced by the


128


United
States Department of the Treasury for the auction held on such
Treasury Interest Determination Date, currently available on the
worldwide web at: http://www.publicdebt.treas.gov/AI/OFBills. In
the event that the results of the auction of Treasury Bills having
the Index Maturity specified in the applicable Pricing Supplement
are not published or reported as provided above by 3:00 p.m., New
York City time, on such Calculation Date or if no such auction is
held on such Treasury Interest Determination Date, then the
Treasury Rate shall be calculated by the Calculation Agent and
shall be the rate for such Treasury Interest Determination Date for
the issue of Treasury Bills with a remaining maturity closest to
the specified Index Maturity (expressed as a bond equivalent yield,
on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) as published in H.15(519), under the
heading “U.S. government securities—Treasury bills
(secondary market).” In the event that the foregoing rates do
not so appear or are not so published by 3:00 p.m., New York City
time, on the Calculation Date pertaining to such Treasury Interest
Determination Date, then the Treasury Rate for such Interest Reset
Date shall be the rate for such Treasury Interest Determination
Date for the issue of Treasury Bills with a remaining maturity
closest to the specified Index Maturity, as published in H.15 Daily
Update or another recognized electronic source used for the purpose
of displaying such rate, under the heading “U.S. government
securities—Treasury bills (secondary market).” In the
event that the foregoing rates do not so appear or are not so
published by 3:00 p.m., New York City time, on the Calculation Date
pertaining to such Treasury Interest Determination Date, then the
Treasury Rate shall be calculated by the Calculation Agent and
shall be a yield to maturity (expressed as a bond equivalent yield,
on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) of the arithmetic mean of the secondary
market bid rates, at approximately 3:30 p.m., New York City time,
on such Treasury Interest Determination Date, quoted to IRSA PC by
three leading primary United States government securities dealers
selected by IRSA PC (and notified to the Calculation Agent in
writing) for the issue of Treasury Bills with a remaining maturity
closest to the specified Index Maturity; provided that if the dealers
selected as aforesaid by IRSA PC are not quoting as mentioned in
this sentence, the Treasury Rate for such Interest Reset Date shall
be the Treasury Rate in effect on such Treasury Interest
Determination Date.


Payment of Principal and Interest


General. Interest
(and principal, if any, payable other than at Stated Maturity or
upon acceleration or redemption) shall be payable in immediately
available funds to the Person in whose name a Note is registered at
the close of business on the Regular Record Date next preceding
each Interest Payment Date notwithstanding the cancellation of such
Securities upon any transfer or exchange thereof subsequent to such
Regular Record Date and prior to such Interest Payment Date;
provided that
interest payable at Stated Maturity or upon acceleration or
redemption shall be payable to the Person to whom principal will be
payable; and provided further, that if and to the extent IRSA PC
defaults in the payment of the interest, including any Additional
Amounts, due on such Interest Payment Date, such defaulted
interest, including any Additional Amounts, shall be paid to the
Person in whose names such Securities are registered at the end of
a subsequent record date established by IRSA PC by notice given by
or on behalf of IRSA PC to the Holders


129


of the
Securities not less than fifteen (15) days preceding such special
record date, such record date to be not less than fifteen (15) days
preceding the date of payment in respect of such defaulted
interest. Unless otherwise specified in the applicable Pricing
Supplement, the first payment of interest on any Note originally
issued between a Regular Record Date and an Interest Payment Date
shall be made on the Interest Payment Date following the next
succeeding Regular Record Date to the registered owner at the close
of business on such next succeeding Regular Record Date. Unless
otherwise specified in the applicable Pricing Supplement, the
“Regular Record Date” with respect to any Security will
be the date 15 calendar days prior to each Interest Payment Date,
whether or not such date is a Business Day.


Payment
of the principal of and any premium, interest, Additional Amounts
and other amounts on or in respect of any Note at Stated Maturity
or upon acceleration or redemption shall be made to the registered
Holder on such date in immediately available funds to the person in
whose name such note is registered upon surrender of such Note at
the Corporate Trust Office or at the specified office of any other
Paying Agent; provided that the Note is
presented to the Paying Agent in time for the Paying Agent to make
such payments in such funds in accordance with its normal
procedures. Payments of the principal of and any premium, interest,
Additional Amounts and other amounts on or in respect of Securities
to be made other than at Stated Maturity or upon redemption shall
be made by check mailed on or before the due date for such payments
to the address of the Person entitled thereto as it appears in the
Register; provided
that (a) DTC and the Common Depositary, as Holder of the Global
Securities, shall be entitled to receive payments of interest by
wire transfer of immediately available funds, (b) a Holder of at
least US$1,000,000 (or the approximate equivalent thereof in a
Specified Currency other than U.S. dollars) in aggregate principal
or face amount of Securities of the same Series shall be entitled
to receive payments of interest by wire transfer of immediately
available funds to an account maintained by such Holder at a bank
located in the United States as may have been appropriately
designated by such Holder to the Trustee in writing no later than
fifteen (15) days prior to the date such payment is due and (c) to
the extent that the Holder of a Note issued and denominated in a
Specified Currency other than U.S. dollars elects to receive
payment of the principal of and any premium, interest, Additional
Amounts and other amounts on or in respect of such Note at Stated
Maturity or upon redemption in such Specified Currency, such
payment, except in circumstances described in the applicable
Pricing Supplement, shall be made by wire transfer of immediately
available funds to an account specified in writing not less than
fifteen (15) days prior to the date such payment is due by the
Holder to the Trustee. Unless such designation is revoked, any such
designation made by such Holder with respect to such Securities
shall remain in effect with respect to any future payments with
respect to such Securities payable to such Holder.


Payments of
interest on any Fixed Rate Note or Floating Rate Note with respect
to any Interest Payment Date will include interest accrued to but
excluding such Interest Payment Date; provided, that, unless
otherwise specified in the applicable Pricing Supplement, if the
Interest Reset Dates with respect to any Floating Rate Note are
daily or weekly, interest payable on such Note on any Interest
Payment Date, other than interest payable on the date on which
principal on any such Note is payable, will include


130


interest accrued to
but excluding the day following the next preceding Regular Record
Date.


With
respect to a Floating Rate Note, accrued interest from the date of
issue or from the last date to which interest has been paid is
calculated by multiplying the principal or face amount of such
Floating Rate Note by an accrued interest factor. Such accrued
interest factor is computed by adding the interest factor
calculated for each day from the date of issue, or from the last
date to which interest has been paid, to but excluding the date for
which accrued interest is being calculated. Unless otherwise
specified in the applicable Pricing Supplement, the interest factor
(expressed as a decimal) for each such day is computed by dividing
the interest rate (expressed as a decimal) applicable to such date
by 360, in the case of LIBOR Notes, or by the actual number of days
in the year, in the case of Treasury Rate Notes.


Unless
otherwise specified in the applicable Pricing Supplement, interest
on Fixed Rate Notes will be calculated on the basis of a 360-day
year consisting of twelve (12) months of thirty (30) days each and,
in the case of an incomplete month, the number of days
elapsed.


Unless
otherwise specified in the applicable Pricing Supplement, if any
Interest Payment Date (other than the Stated Maturity) for any
Floating Rate Note would otherwise be a day that is not a Business
Day in the relevant locations specified in the Pricing Supplement
and the place of payment, such Interest Payment Date shall be the
next Business Day succeeding such Business Day (except that, in the
case of a LIBOR Note, if such Business Day is in the next
succeeding calendar month, such Interest Payment Date shall be the
next Business Day preceding such Business Day). If the Stated
Maturity for any Fixed Rate Note or Floating Rate Note or the
Interest Payment Date for any Fixed Rate Note falls on a day which
is not a Business Day in the relevant locations specified in the
Pricing Supplement and the place of payment, payment of principal
(and premium, if any) and interest with respect to such Note will
be made on the next succeeding Business Day in the place of payment
with the same force and effect as if made on the due date and no
interest on such payment will accrue from and after such due
date.


Specified Currency Other Than U.S. Dollars


If any
Note is to be denominated in a Specified Currency other than U.S.
dollars, certain provisions with respect thereto will be set forth
in the applicable Pricing Supplement, which will specify the
foreign currency or currency unit in which the principal or any
premium or interest with respect to such Note are to be paid, along
with any other terms relating to the non-U.S. dollar
denomination.


If IRSA
PC offers Indexed Notes or Dual Currency Notes, the applicable
Pricing Supplement and such Indexed Notes or Dual Currency Notes
will set forth the method by and the terms on which the amount of
principal (payable on or prior to Stated Maturity), interest and/or
any premium, will be determined, any additional tax consequences to
the


131


Holder
of such Note, a description of certain risks associated with
investment in such Note and other information relating to such
Note.


Unless
otherwise specified in the terms of a Series of Securities,
Securities denominated in a Specified Currency other than U.S.
dollars will provide that, in the event of an official
redenomination of the currency, the obligations of IRSA PC with
respect to payments on such Securities shall, in all cases, be
deemed immediately following such redenomination to provide for
payment of that amount of the redenominated currency representing
the amount of such obligations immediately before such
redenomination.


If the
principal of or any premium, interest, Additional Amounts or other
amounts on any note is payable in a Specified Currency other than
U.S. dollars and such Specified Currency is not available due to
the imposition of exchange controls or other circumstances beyond
IRSA PC’s control, or is no longer used by the government of
the country issuing such currency or for settlement of transactions
by public institutions of or within the international banking
community, then IRSA PC, until such currency is again available or
so use, will be entitled, to the extent permitted by Argentine law,
to satisfy its obligations to the Holder of such Securities by
making such payment in U.S. dollars at the Exchange Rate for the
Payment Date. The making of any payment in respect of any Note in
U.S. dollars under the foregoing circumstances shall not constitute
an Event of Default under such Note.


Payments of the
principal and any premium, interest, Additional Amounts or other
amounts to Holders of a note denominated in a Specified Currency
other than U.S. dollars who hold the Note through DTC will, to the
extent permitted by Argentine law, be made in U.S. dollars.
However, any DTC Holder of a Note denominated in a Specified
Currency other than U.S. dollars may elect to receive payments by
wire transfer in the Specified Currency other than U.S. dollars by
delivering a written notice to the DTC participant through which it
holds its beneficial interest, not later than the Regular Record
Date, in the case of an interest payment, or at least fifteen (15)
calendar days before the Stated Maturity, specifying wire transfer
instructions to an account denominated in the Specified Currency.
The DTC participant must notify DTC of the election and wire
transfer instructions on or before the twelfth (12th) Business Day
before the applicable payment of the principal.


If so
specified in the applicable Pricing Supplement, payments of
principal, interest, Additional Amounts or other amounts on or in
respect of any Note denominated in a Specified Currency other than
U.S. dollars shall, to the extent permitted by Argentine law, be
made in U.S. dollars, calculated at the Exchange Rate for the
Payment Date, if the Holder of such Note on the relevant Regular
Record Date or at Stated Maturity, as the case may be, has
transmitted a written request for such payment in U.S. dollars to
the Trustee and the applicable Paying Agent on or prior to such
Regular Record Date or the date that is fifteen (15) days prior to
the Stated Maturity, as the case may be. Such request may be in
writing (mailed or hand delivered) or by facsimile transmission.
Any such request made with respect to any Note by a Holder will
remain in effect with respect to any further payments of principal
and any premium, interest, Additional Amounts or


132


other
amounts on or in respect of such Note payable to such Holder,
unless such request is revoked on or prior to the relevant Regular
Record Date or the date that is fifteen (15) days prior to the
Stated Maturity, as the case may be. Holders of Securities
denominated in a Specified Currency other than U.S. dollars that
are registered in the name of a broker or nominee should contact
such broker or nominee to determine whether and how an election to
receive payments in U.S. dollars may be made.


The
U.S. dollar amount to be received by a Holder of a Note denominated
in a Specified Currency other than U.S. dollars who elects to
receive payment in U.S. dollars will be based on the Exchange Rate,
on the second (2nd) Business Day next preceding the applicable
Payment Date. If Exchange Rate quotations are not available on the
second (2nd) Business Day preceding the date of payment of
principal or any premium, interest, Additional Amounts or other
amounts with respect to any Note, such payment will be made in the
Specified Currency. All currency exchange costs associated with any
payment in U.S. dollars on any Note denominated in a Specified
Currency other than U.S. dollars will be borne by the Holder
thereof by deductions from payment of the currency exchange being
effected on behalf of the Holder by the Exchange Rate
Agent.


Unless
otherwise specified in the applicable Pricing Supplement, (i) a
Note denominated in Euro may only be presented for payment on a day
on which the TARGET system is operating and (ii) if interest is
required to be calculated for a period of less than one (1) year,
unless otherwise specified in the applicable Pricing Supplement, it
will be calculated on the basis of the actual number of days
elapsed divided by 365 (or, if any of the days elapsed fall in a
leap year, the sum of (A) the number of those days falling in a
leap year divided by 366 and (B) the number of those days falling
in a non-leap year divided by 365).


In the
event of any foreign exchange restriction or prohibition in
Argentina, IRSA PC shall make any and all payments in respect of
interest on, or principal of, the Securities, to the extent
permitted by applicable law, in U.S. dollars by:


(a)           purchasing,
with Pesos any series of Argentine Discount Bonds or Argentine Par
Bonds or any other securities or public or private bonds issued in
Argentina and denominated in U.S. dollars and transferring and
selling such securities outside Argentina for U.S. dollars,
or


(b)           by
means of any other legal procedure existing in Argentina for the
purchase of U.S. dollars and their subsequent transfer
abroad.


All
costs and taxes payable in connection with the procedures referred
to above shall be borne by IRSA PC. IRSA PC’s payment
obligations may only be deemed satisfied and discharged upon
receipt by the relevant Holder or the Trustee, as the case may be,
of the U.S. dollar amounts obtained through the transactions
specified above necessary to satisfy the relevant amount owing on
the Securities.


133


EXHIBIT
D





FORM OF
CERTIFICATE FOR EXCHANGE OR TRANSFER FROM RULE 144A GLOBAL SECURITY
TO REGULATION S GLOBAL SECURITY DURING THE RESTRICTED
PERIOD


(Exchanges or
Transfers pursuant to


Section
2.10(c)(i) of the Indenture)


The
Bank of New York Mellon,


as
Trustee


101
Barclay Street, 7E


New
York, New York 10286


Attention:
Corporate Trust Department


Re:           IRSA
Propiedades Comerciales S.A. Reference is hereby made to the
Indenture dated as of March 23, 2016 (as amended, modified or
supplemented from time to time the “Indenture”), among IRSA
Propiedades Comerciales S.A. (“IRSA PC”), The Bank of
New York Mellon, as Trustee, co-registrar, principal paying agent
and transfer agent and Banco Santander Río S.A., as registrar,
paying agent, transfer agent and representative of the Trustee in
Argentina. Capitalized terms used but not defined herein shall have
the meanings given to them in the Indenture.


This
letter relates to [currency amount] principal amount of [Describe
Notes] (the “Securities”) that
represent a beneficial interest in the Rule 144A Global Security
(CUSIP No. ______) beneficially owned by the undersigned (the
“Transferor”). The Transferor has requested an exchange
or transfer of such beneficial interest for an interest in the
Regulation S Global Security (CUSIP No. _____) (Common Code No.
__________; ISIN No. _____________).


In
connection with such request and in respect of such Securities, the
Transferor does hereby certify that such exchange or transfer has
been effected in accordance with the transfer restrictions set
forth in the Securities and pursuant to and in accordance with
Regulation S, and accordingly the Transferor does hereby certify
that:


(1)           the
offer of the Notes was not made to a person in the United
States;


(2)           either
(i) the transaction was executed in, on or through a physical
trading floor of an established foreign securities exchange that is
located outside the United States, (ii) the transaction was
executed in, on or through the facilities of a designated offshore
securities market and neither the Transferor nor any person acting
on the Transferor’s behalf knows that the transaction was
pre-arranged with a transferee in the United States or (iii) the
transferee is outside the United States, or the Transferor and any
person acting on its behalf reasonably believes that the transferee
is outside the United States;


(3)           no
directed selling efforts have been made in contravention of the
requirement of Rule 903(a)(2) or 904(a)(2) of Regulation S, as
applicable;


134


(4)           the
additional conditions set forth in Rule 903(b) or 904(b), as
applicable, have been satisfied; and


(5)           the
transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act.


To the
extent applicable, the terms used in clauses (1) through (5) above
have the meanings given to them in Regulation S.


This
certificate and the statements contained herein are made for your
benefit and the benefit of IRSA PC.


[Insert
name of Transferor]By:Name:Title:





Dated:
, 20





135


EXHIBIT
E





FORM OF
CERTIFICATE FOR EXCHANGE OR TRANSFER FROM RULE 144A GLOBAL SECURITY
TO REGULATION S GLOBAL SECURITY AFTER THE restricted
PERIOD


(Exchanges or
Transfers pursuant to


Section
2.10(c)(i) of the Indenture)


The
Bank of New York Mellon,


as
Trustee


101
Barclay Street,7E


New
York, New York 10286


Attention:
Corporate Trust Department


Re:           IRSA
Propiedades Comerciales S.A. Reference is hereby made to the
Indenture dated as of March 23, 2016 (as amended, modified or
supplemented from time to time, the “Indenture”), among IRSA
Propiedades Comerciales S.A. (“IRSA PC”), The Bank of
New York Mellon, as Trustee, co-registrar, principal paying agent
and transfer agent and Banco Santander Río S.A., as registrar,
paying agent, transfer agent and representative of the Trustee in
Argentina. Capitalized terms used but not defined herein shall have
the meanings given to them in the Indenture.


This
letter relates to [currency amount] principal amount of [Describe
Notes] (the “Securities”) that
represent a beneficial interest in the Rule 144A Global Security
(CUSIP No. ______) beneficially owned by the undersigned (the
“Transferor”). The
Transferor has requested an exchange or transfer of such beneficial
interest for an interest in the Regulation S Global Security (CUSIP
No. _____) (Common Code No. __________; ISIN No.
_____________).


In
connection with such request and in respect of such Securities, the
Transferor does hereby certify that such exchange or transfer has
been effected in accordance with the transfer restrictions set
forth in the Securities and that:


(a)           With
respect to transfers made in reliance on Regulation S:


(1)           The
offer of the Notes was not made to a person in the United
States;


(2)           either
(i) the transaction was executed in, on or through a physical
trading floor of an established foreign securities exchange that is
located outside the United States, (ii) the transaction was
executed in, on or through the facilities of a designated offshore
securities market and neither the Transferor nor any person acting
on the Transferor’s behalf knows that the transaction was
pre-arranged with a transferee in the United States or (iii) the
transferee is outside the United States, or the Transferor and any
person acting on its behalf reasonably believes that the transferee
is outside the United States;





136


(3)           no
directed selling efforts have been made in contravention of the
requirement of Rule 903(a)(2) or 904(a)(2) of Regulation S, as
applicable;


(4)           the
additional conditions set forth in Rule 903(b) or 904(b), as
applicable, have been satisfied; and


(5)           the
transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act; or


(b)           With
respect to transfers made in reliance on Rule 144 under the
Securities Act, the Notes are being transferred in a transaction
permitted by Rule 144 under the Securities Act.


To the
extent applicable, the terms used in clauses (a)(1) through (5)
above have the meanings given to them in Regulation S.


This
certificate and the statements contained herein are made for your
benefit and the benefit of IRSA PC.


[Insert
name of Transferor]By:Name:Title:





Dated:
, 20





137


EXHIBIT
F





FORM OF
CERTIFICATE FOR EXCHANGE OR TRANSFER FROM REGULATION S GLOBAL
SECURITY TO RULE 144A GLOBAL SECURITY


(Exchanges or
Transfers pursuant to


Section
2.10(c)(ii) of the Indenture)


The
Bank of New York Mellon


as
Trustee


101
Barclay Street, 7E


New
York, New York 10286


Attention:
Corporate Trust Department


Re:           IRSA
Propiedades Comerciales S.A.


Reference is hereby
made to the Indenture dated as of March 23, 2016 (as amended,
modified or supplemented from time to time, the “Indenture”), among IRSA
Propiedades Comerciales S.A. (“IRSA PC”), The Bank of
New York Mellon, as Trustee, co-registrar, principal paying agent
and transfer agent and Banco Santander Río S.A., as registrar,
paying agent, transfer agent and representative of the Trustee in
Argentina. Capitalized terms used but not defined herein shall have
the meanings given to them in the Indenture.


This
letter relates to [currency amount] principal amount of 8.750%
Notes due 2023, Series No. 2 (the “Securities”) that
represent a beneficial interest in the Regulation S Global Security
(CUSIP No. _____) (Common Code No. __________; ISIN No. ______)
beneficially owned by the undersigned [transferor] (the
“Transferor”). The
Transferor has requested an exchange or transfer of such beneficial
interest for an interest in the Rule 144A Global Security (CUSIP
No. ______).


In
connection with such request, and in respect of such Securities,
the Transferor does hereby certify that such Securities are being
transferred in accordance with Rule 144A under the Securities Act
to a transferee that the Transferor reasonably believes is
purchasing the Securities for its own account or an account with
respect to which the transferee exercises sole investment
discretion, in each case in a transaction meeting the requirements
of Rule 144A and in accordance with any applicable securities laws
of any state of the United States or any other jurisdiction. The
transferee and any such account are “qualified institutional
buyers” within the meaning of Rule 144A, and each such person
has been advised that these Securities is being sold or transferred
to it in reliance upon Rule 144A and has received the information,
if any, requested by it pursuant to Rule 144A.


This
certificate and the statements contained herein are made for your
benefit and the benefit of IRSA PC.


[Insert
name of Transferor]By:Name:Title:





Dated:
, 20





138