EXECUTION
COPY


IRSA
Inversiones y Representaciones Sociedad Anónima


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 July 20, 2010


US$400,000,000
Global Note Program


For
Notes Due No Less Than 30 Days


From
Date of Original Issue


11924629


Certain Sections of this Indenture relating to Sections
310


through
318, inclusive, of the U.S. Trust Indenture Act of
1939:


U.S.
TrustIndenture ActSectionIndentureSection§
310(a)(1)5.9(a)(2)5.9(a)(3)Not
Applicable(a)(4)Not
Applicable(b)5.45.10§
311(a)5.7(b)5.7§
312(a)6.76.8(b)6.8(c)6.8§
313(a)6.9(a)(4)6.96.9(b)6.9§
313(a)6.10(a)(4)1.13.13(b)Not
Applicable(c)(1)12.6(c)(2)12.6(c)(3)Not
Applicable(d)Not
Applicable(e)12.6§
315(a)5.1(b)5.13(c)5.1(d)5.1(e)4.10§
316(a)1.1(a)(1)(A)4.14.9(a)(1)(B)4.10(a)(2)Not
Applicable(b)4.7(c)6.2§
317(a)(1)4.24.3(a)(2)4.4(b)3.4§
318(a)12.1


___________________


11924629


Note:
 This reconciliation
and tie shall not, for any purpose, be deemed to be a part of the
Indenture. This reconciliation and tie shall only apply subsequent
to qualification of this Indenture under the U.S. Trust Indenture
Act of 1939.


11924629
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 Page


ARTICLE
I General2Section
1.1. Definitions2Section
1.2. Agents25ARTICLE
II Securities27Section
2.1. Forms27Section
2.2. Form of Trustee’s Certificate of
Authentication29Section
2.3. Terms of Securities30Section
2.4. Authentication and Delivery of Securities31Section
2.5. Execution of Securities32Section
2.6. Certificate of Authentication32Section
2.7. Global Securities33Section
2.8. Denomination and Date of Securities34Section
2.9. Payments of Principal and Interest34Section
2.10. Registration, Transfer and Exchange of
Securities36Section
2.11. Mutilated, Defaced, Destroyed, Stolen and Lost Securities;
Cancellation and Destruction of Securities42Section
2.12. Purchase and Cancellation43ARTICLE
III Covenants of IRSA43Section
3.1. Payment of Principal and Interest43Section
3.2. Offices for Payments, etc.43Section
3.3. Appointment to Fill a Vacancy in Office of
Trustee44Section
3.4. Payments and Paying Agents44Section
3.5. Taxation45Section
3.6. Maintenance of Books and Records47Section
3.7. Status and Ranking47Section
3.8. Listing47Section
3.9. Maintenance of Corporate Existence; Properties48Section
3.10. Compliance with Law48Section
3.11. Reports to Trustee48Section
3.12. Other Information49Section
3.13. Notice of Default49Section
3.14. Further Actions49Section
3.15. Suspension of Covenants49Section
3.16. Limitation on Incurrence of Additional
Indebtedness50Section
3.17. Limitation on Restricted Payments53Section
3.18. Limitation on Asset Sales56Section
3.19. Limitation on Designation of Unrestricted
Subsidiaries59Section
3.20. Limitation on Dividend and Other Payment Restrictions
Affecting Restricted Subsidiaries59


i
 11924629
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Section
3.21. Limitation on Liens61Section
3.22. Limitation on Merger, Consolidation and Sale of
Assets61Section
3.23. Limitation on Guarantees62Section
3.24. Limitation on Transactions with Affiliates62Section
3.25. Conduct of Business64Section
3.26. Reports to Holders64Section
3.27. Change of Control64ARTICLE
IV Defaults and Remedies of the Trustee and Securityholders on
Event of Default66Section
4.1. Events of Default66Section
4.2. Collection of Indebtedness by Trustee68Section
4.3. Application of Proceeds69Section
4.4. Suits for Enforcement70Section
4.5. Restoration of Rights on Abandonment of
Proceedings70Section
4.6. Limitations on Suits by Securityholders70Section
4.7. Unconditional Right of Securityholders to Institute Certain
Suits71Section
4.8. Powers and Remedies Cumulative; Delay or Omission Not Waiver
of Default71Section
4.9. Control by Securityholders71Section
4.10. Waiver of Past Defaults72Section
4.11. Payments after a Default72Section
4.12. Notice of Events of Default72ARTICLE
V Concerning the Trustee72Section
5.1. Duties and Responsibilities of the Trustee73Section
5.2. Certain Rights of the Trustee74Section
5.3. Trustee Not Responsible for Recitals, Disposition of
Securities or Application of Proceeds Thereof75Section
5.4. Trustee and Agents May Hold Securities; Collections,
etc.76Section
5.5. Moneys Held By Trustee76Section
5.6. Compensation and Indemnification of Trustee and Its Prior
Claim76Section
5.7. Preferential Collection of Claims Against IRSA77Section
5.8. Right of Trustee to Rely on Officers’ Certificate,
etc.77Section
5.9. Persons Eligible for Appointment as Trustee77Section
5.10. Resignation and Removal; Appointment of Successor
Trustee77Section
5.11. Acceptance of Appointment by Successor Trustee78Section
5.12. Merger, Conversion, Consolidation or Succession to Business
of Trustee79Section
5.13. Representative of the Trustee in Argentina79Section
5.14. Application to Agents and to the Representative of the
Trustee in Argentina79ARTICLE
VI Concerning the Securityholders80





ii
 
 11924629
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Section
6.1. Evidence of Action Taken by Securityholders80Section
6.2. Proof of Execution of Instruments and of Holding of
Securities; Record Date81Section
6.3. Holders to Be Treated as Owners81Section
6.4. Securities Owned by IRSA Deemed Not Outstanding81Section
6.5. Right of Revocation of Action Taken82Section
6.6. Securityholders’ Meetings82Section
6.7. IRSA to Furnish the Trustee Names and Addresses of
Holders85Section
6.8. Preservation of Information; Communications to
Holders85Section
6.9. Reports by the Trustee85Section
6.10. Reports by IRSA86ARTICLE
VII Supplemental Indentures86Section
7.1. Supplemental Indentures Without Consent of
Securityholders86Section
7.2. Supplemental Indentures With Consent of
Securityholders87Section
7.3. Effect of Supplemental Indenture88Section
7.4. Conformity with Trust Indenture Act88Section
7.5. Documents to Be Given to the Trustee89Section
7.6. Notation on Securities in Respect of Supplemental
Indentures89Section
7.7. Conformity with Negotiable Obligations Law89ARTICLE
VIII Merger, Consolidation, Sale or Conveyance89Section
8.1. IRSA May Consolidate, etc, on Certain Terms89Section
8.2. Successor Person Substituted90Section
8.3. Documents to Trustee90ARTICLE
IX Satisfaction and discharge of indenture; Unclaimed
Moneys91Section
9.1. Satisfaction and Discharge of Indenture91Section
9.2. Application by Trustee of Funds Deposited for Payment of
Securities91Section
9.3. Repayment of Moneys Held by Paying Agent92Section
9.4. Return of Moneys Held by Trustee and Paying Agent Unclaimed
for Two Years92ARTICLE
X Redemption and Repurchase of Securities92Section
10.1. Notice of Redemption; Partial Redemptions92Section
10.2. Payment of Securities Called for Redemption94Section
10.3. Exclusion of Certain Securities from Eligibility for
Selection for Redemption94Section
10.4. Redemption at the Option of IRSA for Taxation
Reasons95Section
10.5. Redemption at the Option of Holders95





iii
 
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ARTICLE
XI Defeasance95Section
11.1. IRSA’s Option to Effect Total Defeasance or Partial
Defeasance95Section
11.2. Total Defeasance96Section
11.3. Partial Defeasance96Section
11.4. Conditions to Total Defeasance and Partial
Defeasance96Section
11.5. Deposit in Trust; Miscellaneous99Section
11.6. Reinstatement100ARTICLE
XII Miscellaneous100Section
12.1. Conflict with Trust Indenture Act100Section
12.2. Shareholders, Officers and Directors of IRSA Exempt from
Individual Liability100Section
12.3. Provisions of Indenture for the Sole Benefit of Parties and
Securityholders100Section
12.4. Successors and Assigns of IRSA Bound by
Indenture101Section
12.5. Notices and Demands on IRSA, Trustee and
Securityholders101Section
12.6. Officers’ Certificates and Opinions of Counsel;
Statements to Be Contained Therein102Section
12.7. Payments Due on Non-Business Days103Section
12.8. Governing Law; Consent to Jurisdiction; Waiver of Immunity;
Currency Indemnity103Section
12.9. Waiver of Jury Trial105Section
12.10. Severability105Section
12.11. Counterparts105Section
12.12. Effect of Headings105


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


iv
 
 11924629


THIS
INDENTURE, dated as of July 20, 2010 (this “Indenture”), among IRSA
Inversiones y Representaciones Sociedad Anónima, a
sociedad
anónima organized under the laws of the Republic of
Argentina (“Argentina”) and domiciled
at Bolivar 108, (C1066AAB) City of Buenos Aires, Argentina
(“IRSA”), incorporated and
organized on April 30, 1943, and registered with the Public
Registry of Commerce of the City of Buenos Aires (IGJ) on June 23,
1943, under Number 284, Page 29, Book 46 of Volume A, with a term
of duration which expires on April 5, 2043, 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 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 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 as representative, the
“Representative of
the Trustee in Argentina”).


W I T N E S S E T H
:


WHEREAS, IRSA
initially authorized, by resolution of its shareholders at a
meeting held on October 31, 2006 and resolution of its Board of
Directors at a meeting held on November 22, 2006, 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$200,000,000 (or its equivalent in
other currencies) of notes (the “Securities”) in one or
more series as may be determined by IRSA from time to
time;


WHEREAS, the
Program was authorized by the Argentine Comisión Nacional de
Valores (the “CNV”) by its Resolution
No. 15,529 dated December 7, 2006 and its Resolution No. 15,537
dated December 21, 2006.


WHEREAS, on
February 2, 2007, IRSA issued US$150,000,000 of Securities under
the Program pursuant to an indenture, dated as of February 2, 2007,
among IRSA, as issuer, The Bank of New York, as trustee,
co-registrar, paying agent and transfer agent and Banco Río de
la Plata S.A., as registrar, paying agent, transfer agent and
representative of the trustee in Argentina (as amended or
supplemented from time to time, the “Original
Indenture”),


WHEREAS, IRSA has
duly authorized, by resolution of its shareholders at a meeting
held on October 29, 2009 and resolution of its Board of Directors
at a meeting held on February 25, 2010, an increase of the
aggregate principal amount of Securities that may be outstanding
under the Program, in one or more series as may be determined by
IRSA from time to time, from US$200,000,000 (or its equivalent in
other currencies) to US$400,000,000 (or its equivalent in other
currencies);


WHEREAS, the
increased amount of the Program has been authorized by the CNV by
its Resolution No. 16,298 dated March 25, 2010 and its Resolution
No. 16,302 dated March 30, 2010;


11924629
 1


WHEREAS, the
Securities will qualify as “obligaciones negociables” under
Argentine Law No. 23,576, as amended (the “Negotiable Obligations
Law”), and Joint Resolution No. 470-1738/2004, No.
500-222/2007, No. 521-2052/2007, as amended and supplemented (the
“Joint
Resolutions”) issued by the CNV and the Argentine
Administración
Federal de Ingresos Públicos (the “AFIP”);


WHEREAS, the main
corporate purpose of IRSA is to engage, directly and indirectly
through subsidiaries and joint ventures, in a range of diversified
real estate activities in Argentina. Furthermore, IRSA has the
corporate power and authority to establish the Program, execute and
deliver this Indenture and issue from time to time Securities
hereunder;


WHEREAS, the
capital stock and the shareholders’ equity of IRSA, as of
December 31, 2009, was Ps.578,676,460 and Ps.2,328,204,000,
respectively, in accordance with the generally accepted accounting
principles in Argentina (“Argentine
GAAP”);


WHEREAS, IRSA 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;


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


WHEREAS, the
Trustee has reviewed the English translation of the resolutions of
the shareholders and the Board of Directors of IRSA mentioned above
authorizing the Program, and hereby confirms that the terms and
conditions of the Program as described in the Offering Memorandum
(as defined below) and herein substantially reflect the terms of
said resolutions; 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 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. 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 have the meanings assigned to them in this Article
and include the plural as well as the singular. All other terms
used herein which are


11924629
 2


defined
in the Trust Indenture Act, either directly or by reference
therein, have the meanings assigned to them therein.


“Acquired Indebtedness”
means Indebtedness of a Person or any of its Subsidiaries existing
at the time such Person becomes a Restricted Subsidiary or at the
time it merges or consolidates with IRSA or any of its Restricted
Subsidiaries or is assumed in connection with the acquisition of
assets from such Person. Such Indebtedness will be deemed to have
been Incurred at the time such Person becomes a Restricted
Subsidiary or at the time it merges or consolidates with IRSA or a
Restricted Subsidiary or at the time such Indebtedness is assumed
in connection with the acquisition of assets from such
Person.


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


“Additional Notes” means
notes we may issue pursuant to this Indenture, in addition to the
aggregate principal amount of Securities issued under this
Indenture on the Issue Date.


“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.


“AFIP” has the meaning set
forth in the third recital to this Indenture.


“Agent” or
“Agents” has the meaning
set forth in Section
1.2.


“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 (as defined therein) of such Security and (ii) the product of
the accrual yield specified in the resolutions of the Board of
Directors or indenture supplemental hereto related to the Series of
such Security (compounded annually) and the Issue Price from (and
including) the issue date to (but excluding) the Optional
Redemption Date (or, in the case of an early redemption for
taxation reasons, the date fixed for redemption) 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 date fixed for redemption (which date
may be required to be an Interest Payment Date if so specified in
the terms of such Securities).


“Argentina” means the
Republic of Argentina.


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


“Argentine GAAP”
has the meaning set forth in the fifth
recital to this Indenture.


11924629
 3


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


“Asset Acquisition”
means:


(i)
 an Investment by
IRSA or any Restricted Subsidiary in any other Person pursuant to
which such Person will become a Restricted Subsidiary, or will be
merged with or into IRSA or any Restricted Subsidiary;


(ii)
 the acquisition by
IRSA or any Restricted Subsidiary of the assets of any Person
(other than a Subsidiary of IRSA) 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; or


(iii)
 any Revocation with
respect to an Unrestricted Subsidiary.


“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
or any Restricted Subsidiary of:


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


(b)
 any property or
assets (other than cash or Cash Equivalents or Capital Stock of
IRSA) of IRSA or any Restricted Subsidiary;


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


(1)
 the disposition of
all or substantially all of the assets of IRSA and its Restricted
Subsidiaries as permitted under Section 3.22;


(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 or a Restricted Subsidiary, including a Person that is or will
become a Restricted Subsidiary immediately after the
disposition;


(4)
 any transaction
that involves Property having a Fair Market Value of less than
US$2.0 million;


(5)
 any Restricted
Payment permitted under Section 3.17 including a
Permitted Investment;


(6)
 an issuance or sale
of Capital Stock by a Restricted Subsidiary of IRSA that is offered
on a pro rata basis to IRSA
and its Restricted Subsidiaries, on the one


11924629
 4


(7)
 hand, and minority
holders of Capital Stock of a Restricted Subsidiary, on the other
hand (or on less than a pro
rata basis to any minority holder);


(8)
 any sale or other
disposition of damaged, worn-out, obsolete or no longer useful
assets or properties in the ordinary course of
business;


(9)
 any sale or other
disposition of assets received by IRSA or any of its Restricted
Subsidiaries upon the foreclosure on a Lien in the ordinary course
of business;


(10)
 any transfer,
assignment or other disposition deemed to occur in connection with
creating or granting any Permitted Lien;


(11)
 a disposition of
accounts receivable in connection with a Receivables Transaction;
and


(12)
 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, (2) any
Designation with respect to an Unrestricted Subsidiary and (3) any
sale or other disposition of property or assets excluded from the
definition of Asset Sale by clause (2) of that
definition.


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


“BASE” means the
Bolsa de Comercio de Buenos
Aires.


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


“Board Resolution” means,
with respect to any Person, a copy of a resolution certified by the
Secretary or an Assistant Secretary of such Person to have been
duly adopted by the Board of Directors of such Person and to be in
full force and effect on the date of such certification, and
delivered to the Trustee.


“Business Day” means, with
respect to any Security, unless otherwise specified in the
resolutions of the Board of Directors or indenture supplemental
hereto related to the Series of such Security, 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; providedthat, 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


11924629
 5


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, a
“TARGET Settlement Date”); provided furtherthat, with respect to a LIBOR
Note (as defined in the applicable Security), “Business
Day” shall also be a London Banking Day.


“Calculation Agent” means,
with respect to any applicable Securities, unless otherwise
specified in the resolutions of the Board of Directors or indenture
supplemental hereto for the Series of such Securities, the
Trustee.


“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;


(2)
 with respect to any
Person that is not a corporation, any and all partnership or other
equity or ownership interests of such Person; and


(3)
 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 Argentine GAAP.
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 Argentine GAAP.


“Cash Equivalents” means
Securities or other obligations or assets received by IRSA or any
Restricted Subsidiary from a transferee that:


(1)
 are converted by
IRSA or such Restricted Subsidiary into cash within three (3) years
of the receipt thereof, subject to ordinary settlement periods;
or


(2)
 in the case of
securities received in connection with an Asset Sale, are secured
by a Lien on the asset sold.


“Certificated Security”
means a Security issued in certificated form, substantially in the
form of Exhibit B hereto.


“Change of Control” shall
be deemed to occur if any Person 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 and
such other Person or group is entitled to elect a majority of the
Board of Directors of IRSA (including a Surviving Entity, if
applicable).


For
purposes of this definition:


11924629
 6


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


(a)
 “Person”
and “Group” will have the meanings for
“person” and “group” as used in Sections
13(d) and 14(d) of the Exchange Act; and


(b)
 the Permitted
Holders or any other Person or Group will be deemed to beneficially
own 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 “Change
of Control.”


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


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


“Clearstream” means
Clearstream Banking, société anonyme.


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


“Commodity 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 of 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.


“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 for the twelve (12) month period
ending on the fiscal quarter immediately preceding such date of
determination, plus;


11924629
 7


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


(3)
 all as determined
in accordance with Argentine GAAP.


“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 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 of 1933 for the period of such calculation to:


(4)
 the Incurrence or
repayment or redemption of any Indebtedness (including Acquired
Indebtedness) of such Person or any of its Subsidiaries (Restricted
Subsidiaries in the case of IRSA), and the application of the
proceeds thereof, including the Incurrence of any Indebtedness
(including Acquired Indebtedness), and the application of 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, repayment or redemption occurred on the first day
of such Four Quarter Period; and


(5)
 any Asset Sale
Transaction or Asset Acquisition by such Person or any of its
Subsidiaries (Restricted Subsidiaries, in the case of IRSA),
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


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 8


(c)
 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;


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


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


(f)
 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.


“Consolidated Interest
Expense” means, for any Person for any period, the
cash and non-cash interest expense of such Person and its
Subsidiaries (Restricted Subsidiaries in the case of IRSA) for such
period determined on a consolidated basis in accordance with
Argentine GAAP.


“Consolidated Net Income”
means, with respect to any Person for any period, the aggregate net
income (or loss) of such Person and its Subsidiaries (after
deducting (or adding) the portion of such net income (or loss)
attributable to minority interests in Subsidiaries of such Person)
for such period on a consolidated basis, determined in accordance
with Argentine GAAP.


“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 (Restricted Subsidiaries
in the case of IRSA) for such period, determined on a consolidated
basis in accordance with Argentine GAAP.


“Consolidated Tangible
Assets” means, for any Person at any time, the total
consolidated assets of such Person and its Subsidiaries (Restricted
Subsidiaries in the case of IRSA) as set forth on the balance sheet
as of the most recent fiscal quarter of such Person, prepared in
accordance with Argentine GAAP, 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.


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 9


“Corporate Trust Office”
means in the case of the Trustee or the Co-Registrar, the office of
the Trustee or the Co-Registrar at which the corporate trust
business of the Trustee or Co-Registrar, as the case may be, shall,
at any particular time, be principally administered, which office
is located on the date hereof at 101 Barclay Street, 4E, 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 Co-Registrar may advise IRSA in
writing.


“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.


“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.


“Designation” and
“Designation
Amount” have the meanings set forth under Section 3.19
hereof.


“Disqualified Capital
Stock” means that portion of any Capital Stock which,
by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable at the option of the
holder thereof), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or is redeemable at the sole option of the holder
thereof, in any case, on or prior to the final maturity date of the
Securities; provided that if such Capital
Stock is issued pursuant to any plan for the benefit of employees
of IRSA or its Subsidiaries or by any such plan to such employees,
such Capital Stock shall not constitute Disqualified Capital Stock
solely because under certain circumstances it may be required to be
repurchased by IRSA or its Subsidiaries, and providedfurther that any Capital Stock
that would not constitute Disqualified Capital Stock but for
provisions thereof giving holders thereof the right to require such
Person to purchase or redeem such Capital Stock upon the occurrence
of an “asset sale” or “change of control”
occurring prior to the final maturity of the Securities shall not
constitute Disqualified Stock if:


(1)
 the “asset
sale” or “change of control” provisions
applicable to such Capital Stock are no more favorable to the
holders of such Capital Stock than the terms applicable to the
Securities and described under Section 3.18 and Section 3.27; and


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 10


(2)
 any such
requirement only becomes operative after compliance with such terms
applicable to the Securities, including the purchase of any
Securities tendered pursuant thereto.


The
amount of any Disqualified Capital Stock shall be equal to the
greater of its voluntary or involuntary liquidation preference and
its maximum fixed repurchase price, but excluding accrued
dividends, if any. The amount of any Disqualified Stock that does
not have a fixed redemption, repayment or repurchase price will be
calculated in accordance with the terms of such Disqualified Stock
as if such Disqualified Stock were redeemed, repaid or repurchased
on any date on which the amount of such Disqualified Stock is to be
determined pursuant to the Indenture; provided that if such
Disqualified Stock could not be required to be redeemed, repaid or
repurchased at the time of such determination, the redemption,
repayment or repurchase price will be the book value of such
Disqualified Stock as reflected in the most recent financial
statements of such Person.


“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.


“Equity Offering” means
(i) a public offering of Qualified Capital Stock of IRSA pursuant
to a registration statement (other than a registration statement
filed on Form F-4 or F-8) filed with the U.S. Securities and
Exchange Commission in accordance with the Securities Act or in
accordance with applicable Argentine laws, rules and regulations,
(ii) a rights offering of Qualified Capital Stock of IRSA made
generally to the holders of such Qualified Capital Stock or (iii)
any private sale of Qualified Capital Stock, or American Depositary
Receipts representing such Qualified Capital Stock of IRSA or its
Restricted Subsidiaries, or any holding company of IRSA or its
Restricted Subsidiaries, to any Person, in each case other than
issuances upon exercise of options by employees of IRSA or any of
its Subsidiaries.


“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.


“EuroMTF” 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, as
amended.


11924629
 11


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


“Exchange Rate Agent”
means, with respect to Securities denominated in a Specified
Currency other than U.S. dollars, unless otherwise specified in the
resolutions of the Board of Directors or indenture supplemental
hereto related to the Series of such Securities, the Trustee 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 acting in good faith and
provided
further that with
respect to any asset having a price less than US$10.0 million, only
the good faith determination of IRSA’s senior management
shall be required.


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


“Global Security” means a
Rule 144A Global Security, Regulation S Global Security or
Unrestricted Global Security substantially in the form of Exhibit A
hereto (whether such Security is a DTC Global Security or an
Euroclear/Clearstream Global Security), as such Exhibit may be
amended from time to time, which is exchangeable for a Certificated
Security only in the limited circumstances described
herein.


“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 (2) 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 Obligations”
means the obligations of any Person pursuant to any Interest Rate
Agreement, Currency Agreement or Commodity Agreement.


“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.


“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


11924629
 12


bonds,
debentures, Securities 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
Argentine GAAP; (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 trade 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; provided that notwithstanding
the foregoing, Indebtedness shall not at any time include any
principal or other amounts payable in respect of the 10%
convertible notes due 2014 of Alto Palermo S.A.


“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 the provisions of the Trust
Indenture Act that are deemed to be a part of and govern this
instrument and 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’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 Argentine
GAAP.


“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 protection agreement
(including, without limitation, interest rate swaps, caps, floors,
collars, derivative instruments and similar agreements) and/or
other types of hedging agreements designed to hedge interest rate
risk of such Person.


“Investment” means, with
respect to any Person, any:


(1)
 loan, advance or
other extension of credit (including, without limitation, a
guarantee) to any other Person,


(2)
 capital
contribution to (by means of any transfer of cash or other property
to others or any payment for property or services for the account
or use of others) any other Person, or


11924629
 13


(3)
 any purchase or
acquisition by such Person of any Capital Stock, bonds, Securities,
debentures or other securities or evidences of Indebtedness issued
by, any other Person.


“Investment” will
exclude:


(i)
 accounts
receivable, trade credit, and advances and other extensions of
credit to customers, employees and other Persons in the ordinary
course of business;


(ii)
 Hedging Obligations
entered into in the ordinary course of business and in compliance
with the Indenture;


(iii)
 endorsements of
negotiable instruments in the ordinary course of
business;


(iv)
 guarantees made in
compliance with Section
3.16; and


(v)
 investments
consisting of purchases of real property, inventory, supplies,
material or equipment or purchases of contract rights or licenses,
leases or intellectual property in the ordinary course of
business.


For
purposes of Section
3.17, IRSA will be deemed to have made an
“Investment” in an Unrestricted Subsidiary at the time
of its Designation, which will be valued at the Fair Market Value
of the sum of the net assets of such Unrestricted Subsidiary at the
time of its Designation and the amount of any Indebtedness of such
Unrestricted Subsidiary or owed to IRSA or any Restricted
Subsidiary immediately following such Designation. Any property
transferred to or from an Unrestricted Subsidiary will be valued at
its Fair Market Value at the time of such transfer. If IRSA or any
Restricted Subsidiary sells or otherwise disposes of any Capital
Stock of a Restricted Subsidiary (including any issuance and sale
of Capital Stock by a Restricted Subsidiary) such that, after
giving effect to any such sale or disposition, such Restricted
Subsidiary would cease to be a Subsidiary of IRSA, IRSA will be
deemed to have made an Investment on the date of any such sale or
disposition equal to sum of the Fair Market Value of the Capital
Stock of such former Restricted Subsidiary held by IRSA or any
Restricted Subsidiary immediately following such sale or other
disposition and the amount of any Indebtedness of such former
Restricted Subsidiary guaranteed by IRSA or any Restricted
Subsidiary or owed to IRSA or any other Restricted Subsidiary
immediately following such sale or other disposition.


“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.


“Investment Return” means,
in respect of any Investment (other than a Permitted Investment)
made after the Series 1 Issue Date by IRSA or any Restricted
Subsidiary:


(1)
 the proceeds in
cash and the Fair Market Value of property other than cash received
by IRSA or any Restricted Subsidiary upon the sale, liquidation or
repayment of such Investment or, in the case of a guarantee, the
amount of the


11924629
 14


(2)
 guarantee upon the
unconditional release of IRSA and its Restricted Subsidiaries in
full, less any payments previously made by IRSA or any Restricted
subsidiary in respect of such guarantee;


(3)
 in the case of the
Revocation of the Designation of an Unrestricted Subsidiary, an
amount equal to the lesser of:


(a)
 IRSA’s
Investment in such Unrestricted Subsidiary at the time of such
Revocation;


(b)
 that portion of the
Fair Market Value of the net assets of such Unrestricted Subsidiary
at the time of Revocation that is proportionate to IRSA’s
equity interest in such Unrestricted Subsidiary at the time of
Revocation; and


(c)
 the Designation
Amount with respect to such Unrestricted Subsidiary upon its
Designation which was treated as a Restricted Payment;
and


(3)
 in the event IRSA
or any Restricted Subsidiary makes any Investment in a Person that,
as a result of or in connection with such Investment, becomes a
Restricted Subsidiary, the Fair Market Value of the Investment of
IRSA and its Restricted Subsidiaries in such Person,


in the
case of each of (1), (2) and (3), up to the amount of such
Investment that was treated as a Restricted Payment under
Section 3.17 less
the amount of any previous Investment Return in respect of such
Investment.


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


“Joint Resolutions” has
the meaning set forth in the third recital to 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.


“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.


“Net Cash Proceeds” means,
with respect to any Asset Sale, the proceeds in the form of cash or
Cash Equivalents, including payments in respect of deferred payment
obligations when received in the form of cash or Cash Equivalents
received by IRSA or any of its Restricted Subsidiaries from such
Asset Sale, net of:


11924629
 15


reasonable
out-of-pocket expenses and fees relating to such Asset Sale
(including, without limitation, legal, accounting and investment
banking fees and sales commissions);


(1)
 taxes paid or
estimated by IRSA in good faith to be payable in respect of such
Asset Sale after taking into account any reduction in consolidated
tax liability due to available tax credits or deductions and any
tax sharing arrangements;


(2)
 repayment of
Indebtedness secured by a Lien on the Property or assets that are
the subject of such Asset Sale; and


(3)
 amounts to be
provided by IRSA or any Restricted Subsidiary, as the case may be,
as a reserve, in accordance with Argentine GAAP, against any
liabilities associated with such Asset Sale and retained by IRSA or
any Restricted Subsidiary, as the case may be, after such Asset
Sale, including, without limitation, pension and other
post-employment benefit liabilities, liabilities related to
environmental matters and liabilities under any indemnification
obligations associated with such Asset Sale, but excluding any
reserves with respect to Indebtedness.


“Offering Memorandum”
means (i) the Offering Memorandum dated July 15, 2010 and (ii) the
Prospecto dated July 15,
2010 and prepared by IRSA in connection with the Program, as the
same may be amended or supplemented from time to time.


“Officer” means, when used
in connection with any action to be taken by IRSA, the Chairman of
the Board, the Chief Executive Officer, the President, the Chief
Financial Officer, any Vice President, the Treasurer, the
Controller or the Secretary of IRSA.


“Officers’
Certificate” means a certificate signed by any two
Authorized Persons of IRSA and delivered to the
Trustee.


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


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


“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.


“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;


11924629
 16


(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, the date on which payment of principal,
interest or any other amount is due or any date fixed for
redemption of the Securities of such Series.


“Permitted Business”
means: (i) any of our businesses, any of the businesses of our
Subsidiaries, Banco Hipotecario or any of their Affiliates on the
Issue Date, (ii) any business involving telecommunications, data
transmission, internet, information technology or media content
services or products, and (iii) any business or activities related,
ancillary or complementary to any of the foregoing, including,
without limitation, any such activities outside of
Argentina.


“Permitted Holders” means
(i) Eduardo S. Elsztain, Saúl Zang, Alejandro Elsztain, and
any member of the Board of Directors on the Issue Date and their
respective parents, brothers, sisters, children and any of the
descendants, heirs, legatees and successors and any spouses or
former spouses of any of the foregoing and (ii) any estate,
guardian, custodian and other legal representative of any of the
foregoing, and Persons (including any trust, partnership or other
entity) controlled by or for the benefit of any of
them.


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


“Permitted Investments”
means:


(1)
 Investments by IRSA
or any Restricted Subsidiary in any Person that is, or that result
in any Person becoming, immediately after such Investment, a
Restricted Subsidiary or constituting a merger or consolidation of
such Person into IRSA or with or into a Restricted
Subsidiary;


(2)
 Investments by any
Restricted Subsidiary in IRSA;


(3)
 Investments in
cash, Cash Equivalents and Temporary Cash Investments;


(4)
 Investments in
existence on the Issue Date;


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 17


(5)
 any extension,
modification or renewal of any Investments existing as of the Issue
Date (but not Investments involving additional advances,
contributions or other investments of cash or property or other
increases thereof, other than as a result of the accrual or
accretion of interest or original issue discount or payment-in-kind
pursuant to the terms of such Investment as of the Issue
Date);


(6)
 Investments
permitted pursuant to clause (2)(b) of Section 3.24;


(7)
 Investments made by
IRSA or its Restricted Subsidiaries as a result of non-cash
consideration permitted to be received in connection with an Asset
Sale made in compliance with the covenant described under
Section
3.18;


(8)
 Investments in the
form of Hedging Obligations permitted under clause 2(c) of
Section
3.16;


(9)
 loans or advances
to employees for bona fide business purposes made in the ordinary
course of business of IRSA or such Restricted
Subsidiary;


(10)
 Investments in the
Securities;


(11)
 Investments in any
Person engaged in a Permitted Business; provided that IRSA and its
Restricted Subsidiaries (i) are the Beneficial Owners of at least
30% of the Capital Stock of such Person, (ii) control, or are a
part of a Group that controls, such Person or (iii) otherwise
exercise significant influence over the management and policies of
such Person, whether through the ownership of voting securities, by
contract or otherwise;


(12)
 Investments
received as a result of the bankruptcy or reorganization of any
Person or taken in settlement of or other resolution of claims or
disputes, and, in each case, extensions, modifications and renewals
thereof;


(13)
 Receivables owing
to IRSA or any Restricted Subsidiary created or acquired in the
ordinary course of business;


(14)
 Investments in any
Person to the extent such Investments consist of prepaid expenses,
negotiable instruments held for collection and lease, utility and
workers’ compensation, performance and other similar deposits
made in the ordinary course of business by IRSA or any Restricted
Subsidiary; and


(15)
 Additional
Investments in an aggregate amount not exceeding 10% of
Consolidated Tangible Assets of IRSA, calculated as of the end of
the most recent fiscal quarter ending prior to the date of such
Investment;


provided that with respect to
any Investment, IRSA may, in its sole discretion, allocate all or
any portion of any Investment and later re-allocate all or any
portion of any Investment to, one or more of the above clauses (1)
through (14) so that the entire Investment would be Permitted
Investment.


11924629
 18


“Permitted
Lien” means: (a)
any Lien existing on the Issue Date; (b) any landlord’s,
workmen’s, carriers’, warehousemen’s,
mechanics’, materialmen’s, repairmen’s or other
Liens arising in the ordinary course of business (excluding, for
the avoidance of doubt, Liens in connection with any Indebtedness);
(c) any Lien on any asset securing Indebtedness incurred or assumed
for the purpose of financing all or any part of the cost of
constructing, acquiring or improving such asset, which Lien
attached to such asset concurrently with or within 180 days after
the acquisition or the completion of the construction or
improvement thereof; (d) any Lien in favor of IRSA or any of its
Subsidiaries; (e) any Lien on any property existing thereon at the
time of acquisition of such property and not created in connection
with such acquisition; (f) any Lien securing an extension, renewal
or refunding of Indebtedness secured by an Lien referred to in (a),
(c), (d) or (e) above; 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; (g) (i) any inchoate Lien for taxes, assessments or
governmental charges or levies not yet due (including any relevant
extensions), (ii) any Lien arising or incurred in connection with
judgments or assessments under circumstances not constituting an
Event of Default or (iii) any Lien in the form of a tax or other
statutory Lien or any other Lien arising by operation of law;
provided that any
such Lien will be discharged within 90 days after the date it is
created or arises (unless contested in good faith); or (h) any
other Lien on the assets of IRSA or of any of its Restricted
Subsidiaries; provided that on the date of
the creation or assumption of such Lien, the Indebtedness secured
by such Lien, together with all of IRSA’s and its Restricted
Subsidiaries’ Indebtedness secured by any Lien under this
clause (h), will have an aggregate principal amount outstanding of
no greater than 15% of IRSA’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.


“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 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 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.


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 19


“Process Agent” has the
meaning set forth in Section 12.8.


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


“Property” means, with
respect to any Person, any interest of such Person in any kind of
property or asset, whether real, personal or mixed, or tangible or
intangible, including Capital Stock in, and other securities of,
any other Person.


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


“Qualified Capital Stock”
means any Capital Stock that is not Disqualified Capital Stock and
any warrants, rights or options to purchase or acquire Capital
Stock that is not Disqualified Capital Stock that are not
convertible into or exchangeable into Disqualified Capital
Stock.


“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 (2) or more Rating Agencies.


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


“Rating Decline” shall be
deemed to have occurred if within ninety (90) days of a rating
date, one of the Rating Agencies assigns a rating to the Securities
that is lower than the applicable rating of the Securities
(domestically or internationally) immediately preceding the rating
date; provided that
such Rating Decline is in whole or in part in connection with a
Change in Control.


“Receivables Entity” means
a Person in which IRSA or any Restricted Subsidiary makes an
Investment and:


(1)
 to which IRSA or
any Restricted Subsidiary transfers receivables and related assets
in connection with a Receivables Transaction;


(2)
 which engages in no
activities other than in connection with the Receivables
Transaction;


(3)
 no portion of the
Indebtedness or any other obligations (contingent or otherwise) of
which:





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 20


(4)
 is guaranteed
by IRSA or any Restricted Subsidiary (excluding guarantees of
Obligations (other than the principal of, and interest on,
Indebtedness) pursuant to Standard Securitization
Undertakings);


(1)
 is recourse to or
obligates IRSA or any Restricted Subsidiary in any way other than
pursuant to Standard Securitization Undertakings; or


(2)
 subjects any
property or asset of IRSA or any Restricted Subsidiary, directly or
indirectly, contingently or otherwise, to the satisfaction thereof,
other than pursuant to Standard Securitization
Undertakings;


(1)
 with which neither
IRSA nor any Restricted Subsidiary has any material contract,
agreement, arrangement or understanding (except in connection with
a Receivables Transaction) other than on terms no less favorable to
IRSA or such Restricted Subsidiary than those that might be
obtained at the time from Persons that are not Affiliates of IRSA,
other than fees payable in the ordinary course of business in
connection with servicing receivables; and


(2)
 to which neither
IRSA nor any Restricted Subsidiary has any obligation to maintain
or preserve such entity’s financial condition or cause such
entity to achieve certain levels of operating results.


“Receivables Transaction”
means any Securitization, factoring, discounting or similar
financing transaction or series of transactions that may be entered
into by IRSA or any of its Restricted Subsidiaries in the ordinary
course of business pursuant to which IRSA or any of its Restricted
Subsidiaries may sell, convey or otherwise transfer to any Person
(including a Receivables Entity), or may grant a security interest
in, any receivables (whether now existing or arising in the future)
of IRSA or any of its Restricted 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.


“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 or any Restricted Subsidiary issued to
Refinance any other Indebtedness of IRSA or a Restricted 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 accrued but unpaid interest payable
by IRSA in connection with such Refinancing);


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(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 Euroclear, Clearstream or their 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.


“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.


“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.


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 22


“Restricted Subsidiary”
means any Subsidiary of IRSA which at the time of determination is
not an Unrestricted Subsidiary.


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


“Revocation” has the
meaning set forth in Section 3.19
hereof.


“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.


“Sale and Leaseback
Transaction” means any direct or indirect arrangement
with any Person or to which any such Person is a party providing
for the leasing to IRSA or a Restricted Subsidiary of any property,
whether owned by IRSA or any Restricted Subsidiary at the Issue
Date or later acquired, which has been or is to be sold or
transferred by IRSA or such Restricted Subsidiary to such Person or
to any other Person by whom funds have been or are to be advanced
on the security of such Property.


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


“Secured Debt” means any
Indebtedness that is secured by a Lien on the properties or assets
of IRSA or any of its Restricted Subsidiaries.


“Securities Act” means the
United States Securities Act of 1933, as amended.


“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. Unless the context otherwise
requires, all references to “Security” or
“Securities” shall include any Exchange
Securities.


“Senior Indebtedness”
means the Securities and any other Indebtedness of IRSA that ranks
equal in right of payment with the Securities.


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


“Series 1 Issue Date”
means February 2, 2007.


“Significant Subsidiary”
means, at any relevant time, any Restricted Subsidiary of IRSA
which would be a “significant subsidiary” of IRSA
within the meaning of Rule 102 under Regulation S-X promulgated by
the SEC.


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


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 23


“Standard Securitization
Undertakings” means representations, warranties,
covenants and indemnities entered into by IRSA or any Restricted
Subsidiary which are reasonably customary in securitization of
receivables transactions.


“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 resolutions of the Board of
Directors or indenture supplemental hereto related to the Series of
such Securities.


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


“Supervisory Committee”
means the Comisión
Fiscalizadora of IRSA.


“Surviving Entity” has the
meaning set forth under Section 3.22.


“Temporary Cash
Investments” means short-term investments limited to
(i) investments in obligations issued or guaranteed by the U.S. or
Argentine government, (ii) deposits with reputable local or
international banks, (iii) investments in money market and similar
funds of administradoras de
fondos in Argentina and (iv) other short-term investments in
which local pension funds are permitted to invest.


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


“Trust Indenture Act”
means the U.S. Trust Indenture Act of 1939 (including any successor
act thereto), as it may be amended from time to time, and (unless
the context otherwise requires) includes the rules and regulations
of the SEC thereunder.


“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 the Restrictive Legend.


“Unrestricted Subsidiary”
means any Subsidiary of IRSA Designated as such pursuant to
Section 3.19. Any
such Designation may be revoked by a Board Resolution of IRSA,
subject to the provisions of such covenant.


“U.S. GAAP” means
generally accepted accounting principles in the United States of
America as in effect from time to time.


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 24


“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.


“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.


“Wholly Owned Subsidiary”
means, for any Person, any Subsidiary (Restricted Subsidiary in the
case of IRSA) of which all the outstanding Capital Stock (other
than, in the case of a Subsidiary not organized in the United
States, directors’ qualifying shares or an immaterial amount
of shares required to be owned by other Persons pursuant to
applicable law) is owned by such Person or any other Person that
satisfies this definition in respect of such Person.


Section
1.2.  Agents


. IRSA
hereby appoints each of the Registrar, the Co-Registrar, the
Exchange Rate Agent, the Calculation Agent, the Transfer Agents and
the Paying Agents (collectively, the “Agents” and
individually, an “Agent”) 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 as IRSA and such Agent may hereafter agree in writing. By
execution of this Indenture, each of the Agents accepts its
appointment as agent of IRSA 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 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 of such intention on its part, specifying the date on which
its desired resignation shall become effective. In the event that
IRSA fails to appoint a new Agent to succeed the


11924629
 25


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 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.


IRSA
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. 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.


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
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 and such Agent for all services
rendered by it hereunder. IRSA 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


11924629
 26


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 by IRSA. Order in respect thereof delivered by
IRSA to the Trustee pursuant to Section 2.4, and the Trustee
shall have no liability for IRSA’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 and the
Trustee shall have entered into an indenture supplemental hereto
providing for the issuance of bearer Securities. IRSA shall ensure
that such supplemental indenture shall provide for compliance by
IRSA 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 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, 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 2.10. 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. Any Securities exchanged pursuant to an
Exchange Offer will be issued in the form of one or more
Unrestricted Global Securities. In each case, Securities may be
issued in such other form (not inconsistent with this Indenture) as
shall be established by or pursuant to resolutions of the Board of
Directors, and, if necessary or desirable pursuant to the terms of
this Indenture, 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. 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


11924629
 27


determine with the
approval of the Trustee as evidenced by the execution and
authentication 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
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 (i) in the case of any Regulation
S Global Security, to the account of the relevant Dealer or Dealers
at Euroclear or Clearstream or such other accounts as they may
direct and (ii) in the case of any Rule 144A Global Security, to
the account of the relevant Dealer or Dealers at DTC or such other
accounts as they may direct, in each case against payment in
immediately available funds. Each DTC Global Security to be
deposited with 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 INVERSIONES Y
REPRESENTACIONES SOCIEDAD ANÓNIMA OR ITS DEALER 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.”


Upon
the issuance of any DTC Global Security, the Trustee or its
respective duly appointed agent shall record Cede & Co., as
DTC’s nominee, as the registered Holder of such DTC Global
Security.


11924629
 28


Euroclear/Clearstream Global
Securities. The Common Depositary specified by Euroclear and
Clearstream 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 relevant Dealer or Dealers at Euroclear or
Clearstream or such other accounts as they may direct against
payment in immediately available funds. 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. Upon the issuance of any
Euroclear/Clearstream Global Security, the Registrar or
Co-Registrar shall record such nominee as the registered Holder of
such Euroclear/Clearstream Global Security.


(b)  Certificated Securities. The
Trustee shall deliver or make available each Certificated Security
executed and authenticated as provided herein to the relevant
Dealer or Dealers or its or their designee, for the benefit of the
purchaser of such Security, against delivery by such Dealer or
Dealers of a receipt therefor, or, if so instructed and upon
confirmation from IRSA that proper payment by the purchaser has
been made, the Trustee shall deliver the Securities directly to
IRSA or its designee for the benefit of the purchaser of such
Securities against delivery of a receipt therefor. 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 the Trustee, for credit to
IRSA’s account, or directly to IRSA’s account with the
Trustee, in an amount equal to the issue price of the Securities
less the applicable Dealer’s or Dealers’ commission.
Notwithstanding the foregoing, if the Trustee is so instructed by
IRSA, delivery of the Securities may be made before actual receipt
of payment in accordance with the custom prevailing in the market.
Once the Trustee has delivered Securities to the relevant Dealer or
Dealers or its or their designee, the Trustee shall not be
responsible for any failure by such Dealer or Dealers or such
designee either to remit payment for the Securities or to return
the Securities to the Trustee. If the Trustee has delivered
Securities directly to IRSA or its consignee pursuant to written
instructions from IRSA, the Trustee shall not be responsible for
any failures by the purchaser either to remit payment for the
Securities or to return the Securities to the Trustee. Upon the
issuance of any Certificated Security, the Registrar or
Co-Registrar shall record the Person who is designated by the
Dealer or Dealers or IRSA, as the case may be, 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
Trustee


By:___________________________________


Name:


Title:





11924629
 29


Terms of
Securities


.
Securities may be issued from time to time hereunder by IRSA. All
Securities having the same maturity, interest rate and other terms
shall constitute a single Series of Securities (each, a
“Series”). IRSA may from time to time, without the
consent of Holders of Securities Outstanding, create and issue
additional Securities of any new Series. In addition, if specified
in the resolutions of the Board of Directors or indenture
supplemental hereto relating to a Series of Securities, IRSA 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 and, if applicable, the first
payment of interest), and the additional Securities shall form a
single Series with the previously outstanding Series of
Securities.


(i)  There shall be
established (i) in or pursuant to resolutions of the Board of
Directors and a Company Order 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;


(3)  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 (as
defined in the applicable Security)), the date or dates from which
such interest shall accrue, the date or dates on which such
interest shall be payable, the record dates for the determination
of the Holders to whom interest shall be payable and the basis upon
which interest shall be calculated if other than a 360-day year of
twelve (12) 30-day months;


(4)  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;


(5)  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);


(6)  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, pursuant to
any sinking fund or otherwise;


11924629
 30


(7)  the right or
obligation, if any, of IRSA to redeem, repurchase or repay the
Securities of such Series 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;


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


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


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


(11)  any
trustees, authenticating or paying agents, transfer agents or
registrars or any other agents with respect to the Securities of
such Series (if other than as provided in Section 3.2);


(12)  the
form of the Securities of such Series; provided that if (as permitted
by applicable law) bearer Securities are to be issued, IRSA and the
Trustee shall have entered into an indenture supplemental hereto
providing for the issuance of bearer Securities; and provided further that IRSA shall ensure
that such supplemental indenture shall provide for compliance by
IRSA 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 with the laws of any jurisdiction;


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


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


Section
2.3.  Authentication and Delivery of
Securities


. At
any time and from time to time after the execution and delivery of
this Indenture, IRSA may deliver one or more Securities executed by
IRSA to the Trustee for authentication together with the applicable
documents referred to below in this Section, and the Trustee shall
thereafter authenticate and deliver such Securities to or upon the
order of IRSA (contained in the Company Order referred to below in
this Section 2.4)
or pursuant to such procedures as may be specified from time to
time by a Company Order. Such Company Order may be transmitted via
facsimile (with the original to be delivered by mail) and may
provide written instructions or provide for further instructions
from IRSA 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 (if the Securities are not to be delivered to IRSA) and
completion of any terms


11924629
 31


(2)  not set forth in
such Securities as executed by IRSA or setting forth procedures as
to such completion and delivery (a “Company
Order”);


(3)  any resolutions of
the Board of Directors and a Company Order, 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;


(4)  to the extent the
forms and terms of such Securities are determined pursuant to (and
are not set forth in) resolutions or supplemental indentures
pursuant to Sections 2.1 and 2.3, an Officers’
Certificate, prepared in accordance with Section 12.6, either setting
forth the form or forms and terms of the Securities;
and


(5)  an Opinion of
Counsel, prepared in accordance with Section 12.6, 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 in
the manner and subject to any conditions specified in such Opinion
of Counsel, will have been duly executed and delivered and will
constitute valid and binding obligations of IRSA, enforceable
against IRSA 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 if the Trustee, (x) being advised
by counsel, and after having consulted with counsel to IRSA,
determines that such action may not lawfully be taken, (y) acting
in good faith through its board of directors or board of trustees,
executive committee, or a trust committee of directors or trustees
or Responsible Officers 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
2.4.  Execution of
Securities


. The
Securities shall be executed on behalf of IRSA by each of (a) a
member of its Board of Directors and (b) a member of its
Supervisory Committee. Such signatures, in accordance with
applicable laws and regulations, may be the manual signatures of
the present or any future 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 who shall have signed any of the
Securities shall cease to be such Authorized Person before the
Security so signed shall be authenticated and delivered by the
Trustee or disposed of by or on behalf of IRSA, such Security
nevertheless may be authenticated and delivered or disposed of as
though the Person who signed such Security had not ceased to be
such Authorized Person of IRSA; and any Security may be signed on
behalf of IRSA by such Persons as, at the actual date of the
execution of such Security, shall be proper Authorized Persons of
IRSA, although at the date of the execution and delivery of this
Indenture any such Person was not such an Authorized
Person.


11924629
 32


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 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, and IRSA shall deliver such Security to the Trustee for
cancellation together with a written statement of an Authorized
Person (which need not comply with Section 12.6 and need not be
accompanied by an Opinion of Counsel) stating that such Security
has never been issued and sold by IRSA, 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
2.5.  Global Securities


.
Global Securities shall be subject to the following
terms:


(a)  Interests in a
Global Security deposited with DTC or Euroclear and/or Clearstream
pursuant to this Section 2.7 hereof shall be exchanged for
Certificated Securities only if such exchange complies with
Section 2.10 hereof
and (i) in the case of a DTC Global Security, DTC notifies IRSA 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 the Exchange Act, and a
successor depositary so registered is not appointed by IRSA within
ninety (90) days of such notice, (ii) in the case of a
Euroclear/Clearstream Global Security, if the clearing system(s)
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, (iii) an Event of
Default has occurred and is continuing or (iv) IRSA in its sole
discretion notifies the Trustee in writing that Certificated
Securities shall be delivered in exchange for such Global
Security.


(b)  If interests in any
Global Security 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 clearing system 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 Registrar in such names as
the relevant clearing system shall direct in writing in accordance
with its records. Any Certificated Security delivered in exchange
for any interest in any Rule 144A Global Security shall, except as
provided by Section
2.10, bear the legends 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.
If, after any presentation thereof to the Trustee,


11924629
 33


(d)  the principal
amount of Securities represented by any Global Security of a Series
is reduced to zero, such Global Security shall be immediately
cancelled and destroyed by the Trustee in accordance with
Section
2.11.


Section
2.6.  Denomination and Date of
Securities


.
Subject to applicable laws and regulations, Securities shall be
issued in such denominations as are set forth in the terms of such
Securities established pursuant to Section 2.3 and in a Company
Order relating to such Securities.


Each
Security shall be dated the date of its
authentication.


Section
2.7.  Payments of Principal and
Interest


.
Interest (and principal, if any, payable other than at Stated
Maturity or upon acceleration or redemption) 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 or redemption shall be paid
to the Person to whom principal will be payable; provided further, that if and to the
extent IRSA 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 by notice given
by mail by or on behalf of IRSA to the Holders of the Securities
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 resolutions of the
Board of Directors or indenture supplemental hereto related to the
Series of such Securities, 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 resolutions of the
Board of Directors or in an indenture supplemental hereto related
to the Series of such Securities, the “Regular Record
Date” with respect to any Security will be the date fifteen
(15) calendar days prior to each Interest Payment Date, whether or
not such date is a Business Day.


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 or redemption 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 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 Holders of the Global
Securities, shall be entitled to receive payments of interest by
wire transfer of immediately available funds, (b) a Holder of U.S.
$1,000,000 (or the


11924629
 34


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 Security issued and
denominated in a Specified Currency other than U.S. dollars elects
to receive payment of the principal of and any premiums, interest,
Additional Amounts and other amounts on or in respect of such
Security at Stated Maturity or upon redemption in such Specified
Currency, such payment, except in circumstances described in the
resolutions of the Board of Directors or in an indenture
supplemental hereto related to the relevant Series, 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.


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’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, 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.


If so
specified in the resolutions of the Board of Directors or indenture
supplemental hereto related to a Series of 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 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 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.


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


11924629
 35


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 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 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 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
2.8.  Registration, Transfer and Exchange of
Securities


. The
Registrar will keep a register (the “Register”) at its
office in the City of Buenos Aires, Argentina located at
Bartolomé Mitre 480, 11th Floor, City of Buenos Aires,
Argentina, 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 Co Registrar shall also
maintain a record of all registrations of ownership, exchange and
transfer of Securities at its office in New York City. The Co
Registrar shall give prompt notice to the Registrar and the
Registrar shall likewise give prompt notice to the Co Registrar of
any registration of ownership, exchange or transfer of Securities.
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 Registrar and the Co
Registrar shall at all reasonable times during office hours make
the Register available to IRSA or any Person authorized by IRSA in
writing for inspection and for taking copies thereof or extracts
therefrom, and at the expense and written direction of IRSA, the
Registrar and the Co Registrar shall deliver to such Persons all
lists of Holders of Securities, their addresses and amounts of such
holdings as IRSA may request.


The
Registrar shall maintain the Register in written or electronic form
in the Spanish language, and the Co-Registrar shall maintain
duplicates thereof in the English language.


(i)  Subject to
Section 2.10(b) and
such reasonable and customary regulations as IRSA may from time to
time prescribe, transfers of any Certificated Security in whole or
in part pursuant to this Section 2.10 must be made at
the relevant office of the Registrar or Co-Registrar or at the
office of any other Transfer Agent that may be appointed by IRSA,
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 and the Registrar or
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


11924629
 36


(ii)  the
Registrar or 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 aggregate principal amount as shall have been
transferred. Subject to the minimum denomination requirements, if
any, set forth in the resolutions of the Board of Directors or
indenture supplemental hereto related to a particular Series, 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 Registrar or 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 indenture supplemental
hereto. Unless otherwise specified in the applicable resolution of
the Board of Directors or 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 Registrar or
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 clearing
system specified by such Qualified Institutional Buyer. Except as
specified in this paragraph and in Section 2.10 hereof,
Certificated Securities will not be exchangeable for interests in
Global Securities.


(iii)  In
the case of any Certificated Securities 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 hereof,
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 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 Registrar and
Co-Registrar, as Transfer Agents, shall not register the transfer
or exchange of such Security (other than pursuant to Section 2.10 hereof)
unless:


(1)  either (A) the
registered Holder presenting such Security for transfer, or its
attorney-in-fact, shall have advised the Registrar or 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 (B) 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 Registrar or
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


11924629
 37


(2)  either (A) the
registered Holder presenting such Security for transfer, or its
attorney in fact, shall have advised the Registrar or 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 (B) 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 Registrar or 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


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


(4)  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 Registrar or
Co-Registrar has received the written consent of IRSA to the
registration of such transfer, in which event the Registrar or
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.


Neither
the Registrar or Co-Registrar nor 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 Registrar or Co-Registrar nor any Transfer
Agent shall register the transfer of or exchange any Securities
previously called for redemption.


(c)  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, 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,
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 Security.


(i)  Global Securities — Euroclear
and Clearstream Book Entry Provisions. Insofar as interests
in any Global Security are 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 Global Security.
Notwithstanding the foregoing,


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 38


(ii)  nothing
herein shall prevent IRSA, any Agent or any other agent hereunder
from giving effect to any written certification, proxy or other
authorization furnished by Euroclear or Clearstream (in the case of
any Regulation S Global Security) or DTC (in the case of any DTC
Global Security, whether such Security is an Unrestricted Global
Security, a Regulation S Global Security or a Rule 144A Global
Security) or impair, as between Euroclear or Clearstream or DTC, as
the case may be, and their respective agent members, the operation
of customary practices governing the exercise of the rights of a
Holder of any Security.


(iii)  Transfers
of Global Securities in Whole. Subject to the provisions of
Section 2.10(b), 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 Euroclear, Clearstream, nominees of Euroclear and
Clearstream or to a successor to Euroclear or Clearstream or such
successor’s nominee (including, without limitation, pursuant
to Section 2.10(b)(v)).


(iv)  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 such Agent,
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 (A) 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 (B) in the case of a total
exchange, to cancel or arrange for the cancellation of the DTC
Global Security.


(v)  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 Euroclear or Clearstream presents the
Euroclear/Clearstream 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, executed
by Euroclear or Clearstream, as the case may be, or by
Euroclear’s or Clearstream’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


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 39


(vi)  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 (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.


(d)  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 DTC or
Euroclear and Clearstream, 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 2.10.


(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 clearing system 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
of the same Series in an amount equal to the beneficial interest in
the Rule 144A Global Security to be exchanged or transferred, (2)
an order given by the holder of such beneficial interest given in
accordance with procedures of DTC and/or, to the extent applicable,
Euroclear and Clearstream, containing information regarding the
participant account of DTC or, to the extent applicable, Euroclear
or Clearstream, to be credited with such increase and (3) a
certificate which:


(i)  for 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
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.


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 40


(iii)  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 clearing system 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 from a
participant in DTC or Euroclear or Clearstream, as the case may be,
directing the Trustee to credit a beneficial interest in the Rule
144A Global Security 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 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 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 in such Security, 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.


(e)  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


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 41


(f)  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, (other
than pursuant to Section
2.10 hereof) 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 and the Trustee such
satisfactory evidence, which may include an opinion of New York
counsel, as may be reasonably required by IRSA (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), the Trustee, at the written
direction of IRSA, shall authenticate and deliver a Security that
does not bear the Restrictive Legend. If the Legend is removed from
the face of a Security and such Security is subsequently held by
IRSA or an Affiliate of IRSA and the Trustee subsequently obtains
actual knowledge 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, the Trustee and each Paying Agent, if any, may
deem and treat the registered Holder as appears in the Register of
any Security as the absolute 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 any expenses
of delivery (other than delivery by regular mail), including,
without limitation, insurance, postage and
transportation.


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


. IRSA
shall execute and deliver to the 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 that any Security was mutilated, defaced,
destroyed, stolen or lost, together with such indemnity as the
Trustee and IRSA 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


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 42


(c)  payment, transfer
or exchange, in accordance with its security destruction policy,
and shall, upon written request, deliver a certificate of
destruction to IRSA.


(d)  Upon the issuance
of any substitute Security, the Holder of such Security, if so
requested by IRSA, 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.


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


Section
2.10.  Purchase and
Cancellation


. IRSA
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;
provided that in
determining at any time whether the Holders of the requisite
principal amount of the Securities Outstanding have given any
request, demand, authorization, direction, notice, consent or
waiver under this Indenture, Securities then owned by IRSA or any
Subsidiary of IRSA shall be disregarded and deemed not
Outstanding.


ARTICLE
III





Covenants of IRSA


Section
3.1.  Payment of Principal and
Interest


. IRSA
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
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. IRSA shall also pay all Additional Interest, if
any, in the same manner on the dates and in the amounts set forth
in the applicable Registration Rights Agreements.


Section
3.2.  Offices for Payments,
etc.


So long
as any of the Securities remain Outstanding, IRSA will maintain in
New York City the following: an office or agency (a) where the
Securities may be presented for payment, (b) where the Securities
may be presented for exchange, transfer or registration of transfer
as in this Indenture provided and (c) where notices and demands to
or upon IRSA in respect of the Securities or of this Indenture may
be served. Unless otherwise specified in accordance with
Section 2.3, IRSA
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
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 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 EuroMTF, the alternative market of the
Luxembourg Stock Exchange (the “EuroMTF”), and the
Luxembourg


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 43


Stock
Exchange so requires, IRSA will maintain a Paying Agent and a
Transfer Agent in Luxembourg. The Bank of New York Mellon
(Luxembourg) S.A., à Luxembourg, société anonyme, at
its office at Aerogolf Center, 1A Hoehenhof, L-1736 Senningerberg,
Luxembourg, will initially act as such Paying Agent and Transfer
Agent in Luxembourg. As required by Argentine law and by the CNV,
IRSA 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 will promptly give to the
Trustee and the Holders (and, if so required, the CNV, the
Luxembourg Stock Exchange, the BASE 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 the Registrar,
Co-Registrar, any Paying Agent or any Transfer Agent.


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


. IRSA,
whenever necessary to avoid or fill a vacancy in the office of
Trustee, will appoint, in the manner provided in Section 5.10, 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
will, on or before 10:00 AM (New York City time) at least one (1)
Business Day prior to each due date of the principal or premium or
interest on any Securities (including Additional Amounts), deposit
with the Trustee a sum sufficient to pay such principal, premium or
interest (including Additional Amounts) so becoming due. IRSA shall
request that the bank through which any such payment is to be made
agree 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 certificate, at least five
(5) Business Days prior to each Payment Date of interest or
principal thereafter, IRSA shall furnish the Trustee with a
certificate signed by any two Authorized Persons instructing the
Trustee as to any circumstances in which payments of principal of
or interest on any Securities (including Additional Amounts) due on
such 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 therefore becomes liable to pay Additional Amounts
pursuant to the terms of such Securities, then at least five (5)
Business Days prior to each Payment Date of interest or principal,
IRSA will furnish the Trustee with a certificate that specifies 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 shall pay in a timely manner such amount
to be withheld to the appropriate governmental authority, and IRSA
will pay to the Trustee such Additional Amounts as shall be
required to be paid to such Holders. IRSA agrees to indemnify the
Trustee and each Paying Agent for, and to hold each harmless
against, any loss, liability or expense reasonably incurred by them
without negligence or willful misconduct on their respective parts,
arising out


11924629
 44


(b)  of or in connection
with actions taken or omitted by them in reliance on any
certificate furnished pursuant to this Section 3.4(b) or the failure
to furnish any such certificate. The obligations of IRSA 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.


(c)  Each of the Paying
Agents hereby agrees (and whenever IRSA 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:


(i)  that it will hold
all sums received by it as such agent for the payment of the
principal of or interest on any Securities (whether such sums have
been paid to it by or on behalf of IRSA 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 (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
under this Indenture or such Securities when the same shall be due
and payable, and


(iii)  that
it will pay 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
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
12.5, 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 to the Trustee pursuant to this Indenture, of the
principal of and interest on the Securities (including Additional
Amounts).


If IRSA
shall act as its own paying agent with respect to any Securities,
it will, on or before each due date of the principal of or interest
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 will promptly notify the Trustee in writing of
any failure to take such action.


Anything in this
Section to the contrary notwithstanding, IRSA 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 or any Paying Agent hereunder, as required by
this Section, such sums to be held by the Trustee upon the trusts
herein contained.


Anything in this
Section 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.


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 45


Taxation


. All
payments of principal, premium or interest by IRSA in respect of
each Security shall be made without deduction or withholding for or
on account of any present or future taxes, penalties, fines,
duties, assessments or other governmental charges of whatsoever
nature imposed or levied by or on behalf of Argentina or by or
within any political subdivision thereof or any authority therein
having power to tax (“Argentine Taxes”), unless IRSA is
compelled by law to so deduct or withhold. In any such event, IRSA
shall pay such additional amounts (“Additional
Amounts”) in respect of Argentine Taxes as may be necessary
to ensure that the 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 Security in the absence of such withholding or deduction,
except that no such Additional Amounts shall be
payable:


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


(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 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 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;


(vi)  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;


(vii)  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;


(viii)  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; or


(ix)  for
any combination of items (i) through (v) 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 Security who is a


11924629
 46


fiduciary or
partnership or limited liability company or other than the sole
beneficial owner of such payment to the extent such payment would
be required by the laws of Argentina to be included in the income
for tax purposes of a beneficiary or settlor with respect to such
fiduciary or a member of such partnership, limited liability
company or beneficial owner who 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 with respect to such
principal, premium or interest. IRSA 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 promptly upon IRSA’s payment thereof, and copies of
such documentation will be made available by the Trustee to Holders
upon written request to the Trustee.


(d)  IRSA 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
3.5.  Maintenance of Books and
Records


. IRSA
will maintain books, accounts and records in accordance with
Argentine GAAP.


Section
3.6.  Status and Ranking


. IRSA
will ensure that its obligations under each Security will at all
times rank at least pari passu in right of payment with all other
existing and future unsecured and unsubordinated indebtedness of
IRSA (other than obligations preferred by statute or by operation
of law).


(a)  IRSA will ensure
that each Security will at all times qualify as “obligaciones
negociables” under the Negotiable Obligations Law and Joint
Resolutions, be entitled to the benefits set forth therein and
subject to the procedural requirements thereof.


Section
3.7.  Listing


. IRSA
will ensure that the Securities (that are “restricted
securities” under Rule 144A(d)(3)) meet the eligibility
requirements of Rule 144A(d)(3) under the Securities Act. IRSA 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 resolutions of the Board of
Directors or the indenture supplemental hereto relating to a Series
of Securities, to be accepted for trading in the MAE. In connection
with any Series of Securities to be listed on the Luxembourg Stock
Exchange for trading on the EuroMTF, the BASE or on another
securities exchange or securities exchanges, IRSA 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 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 will use all reasonable efforts to
cause such listing to be continued for so long as any of
the


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 47


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 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
would otherwise use to prepare its published financial information,
IRSA may delist the Securities from trading on the EuroMTF 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 may decide.


Section
3.8.  Maintenance of Corporate Existence;
Properties


. IRSA
will, and will cause each of its Subsidiaries to, (a) maintain in
effect its corporate existence and all registrations necessary
therefore (except for transactions not otherwise prohibited by
Article VIII),
(b) take all actions to maintain all rights, privileges, titles to
property or franchises necessary in the normal conduct of its
business and (c) 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 to maintain any such right,
privilege, title to property or franchises, or to preserve the
corporate existence of any Subsidiary, if in each case (i) the
Board of Directors of IRSA shall determine in good faith that the
maintenance or preservation thereof is no longer necessary or
desirable in the conduct of business of IRSA or (ii) the failure to
so comply would not have a material adverse effect on the business,
assets, operations or financial condition of IRSA and its
Subsidiaries taken as a whole.


Section
3.9.  Compliance with
Law


. IRSA
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 and its Subsidiaries taken as a
whole.


Section
3.10.  Reports to Trustee


. IRSA
will furnish to the Trustee the following reports:


(a)  within 135 days
after the end of each fiscal year of IRSA (or, if later, the date
on which IRSA is required to deliver to the CNV financial
statements for the relevant fiscal period), a copy of the audited
consolidated balance sheet of IRSA and its Subsidiaries as of the
end of such year and the related consolidated statements of income
and statements of shareholders’ equity and statements of cash
flows for such fiscal year, prepared in accordance with Argentine
GAAP applied consistently throughout the periods reflected therein
(except as otherwise expressly noted therein) and delivered in both
the English and Spanish languages;


(b)  within sixty (60)
days after the end of the first three fiscal quarters of each
fiscal year of IRSA (or, if later, the date on which IRSA is
required to deliver to the CNV


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 48


(c)  financial
statements for the relevant fiscal period), a copy of the unaudited
consolidated balance sheet of IRSA and its Subsidiaries as of the
end of each such quarter and the related unaudited consolidated
statements of income and statements of shareholders’ equity
and statements of cash flows for such quarter, prepared in
accordance with Argentine GAAP applied consistently throughout the
periods reflected therein (except as otherwise expressly noted
therein) and delivered in both the English and Spanish languages;
and


(d)  within 195 days
after the end of each fiscal year of IRSA, an English language
version of IRSA’s annual audited consolidated financial
statements prepared in accordance with U.S. GAAP (or, if IRSA is
not preparing consolidated financial statements in accordance with
U.S. GAAP, a reconciliation of IRSA’s financial statements
described in clause (i) above to U.S. GAAP), together with a
“management’s discussion and analysis” thereof,
in form and substance to the effect generally required of foreign
private issuers subject to the reporting requirements of
Section 13 or
15(d) of the
Exchange Act; provided that, in the event
IRSA is no longer required to submit reports to the SEC, IRSA shall
not be required to provide a reconciliation of its financial
statements to U.S. GAAP.


Section
3.11.  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 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’s expense, to such Holder or beneficial owner or
prospective purchaser, as the case may be, in connection with any
sale thereof, in each case at the Holder’s written request to
IRSA, the information specified in, and meeting the requirements
of, Rule 144A(d)(4) under the Securities Act.


Section
3.12.  Notice of Default


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


Section
3.13.  Further Actions


. IRSA
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 (a) 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, (b) to ensure that those obligations are legally binding
and enforceable and (c) to make the Securities and this Indenture
admissible in evidence in the courts of Argentina.


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 49


Suspension of
Covenants


.
During any period of time that (i) the Securities of any series
have Investment Grade Ratings from at least two (2) of the three
(3) Rating Agencies and (ii) 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
such series, IRSA and its Restricted Subsidiaries will not be
subject to the provisions described under Sections 3.16, 3.17, 3.18, 3.19, 3.20, 3.23 and 3.24 (collectively, the
“Suspended Covenants”).


In the
event that IRSA and its Restricted 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 IRSA and its Restricted Subsidiaries 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 (1st) paragraph of Section 3.16 (to the extent
such Indebtedness would be permitted to be incurred thereunder as
of the 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 (1st) 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 (2nd) paragraph of Section 3.16. Calculations made
after the Reversion Date of the amount available to be made as
Restricted Payments under Section 3.17 will be made as
though the covenants described under Section 3.17 had been in effect
since the Issue Date and throughout the Suspension Period.
Accordingly, Restricted Payments made during the Suspension Period
will reduce the amount available to be made as Restricted Payments
under the first (1st) paragraph of Section 3.17.


Section
3.14.  Limitation on Incurrence of Additional
Indebtedness


. IRSA
will not, and will not cause or permit any of its Restricted
Subsidiaries to, directly or indirectly, Incur any Indebtedness,
including Acquired Indebtedness, except that IRSA and any
Restricted Subsidiary 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, (a) with respect to the Incurrence of all such
Indebtedness the Consolidated Interest Coverage Ratio of IRSA is
greater than 1.75 to 1; and (b) with respect to the Incurrence of
Secured Debt of IRSA and Indebtedness of Restricted Subsidiaries,
immediately after giving pro forma effect to the
Incurrence thereof, the aggregate principal amount of all
outstanding Secured Debt of IRSA plus the aggregate principal
amount of all Indebtedness of its Restricted Subsidiaries on a
consolidated basis is less than 30% of Consolidated Tangible Assets
of IRSA,


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 50


in each
case calculated as of the end of the most recent fiscal quarter
ending prior to the date of such Incurrence; provided that notwithstanding
the foregoing, if IRSA or any Restricted Subsidiary Incurs Purchase
Money Indebtedness 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 is greater than
2.25 to 1.0, calculated as of the end of the most recent fiscal
quarter ending prior to the date of such Incurrence, such Purchase
Money Indebtedness and the purchased assets securing such Purchase
Money Indebtedness shall not be included at any time in the
calculation of Secured Debt or Consolidated Tangible Assets for the
purpose of this clause (b).


(1)  Notwithstanding
clause (1) above, IRSA and its Restricted Subsidiaries, as
applicable, may Incur the following Indebtedness (“Permitted
Indebtedness”):


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


(b)  Guarantees Incurred
in accordance with this covenant, which guarantee is permitted
under Section
3.23;


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


(d)  Indebtedness
Incurred for the purpose of acquiring or financing all or any part
of the purchase price or cost of construction or improvement of
property or equipment used in a Permitted Business in an aggregate
principal amount not to exceed 5% of total Consolidated Tangible
Assets of IRSA, calculated as of the end of the most recent fiscal
quarter ending prior to the date of such Incurrence;


(e)  Indebtedness
Incurred between or among IRSA, on the one hand, and any of its
Restricted Subsidiaries, on the other hand, or between any
Restricted Subsidiaries; provided that: (i) a subsequent
issuance or transfer of Capital Stock that results in any such
Indebtedness being held by a Person other than IRSA or a Restricted
Subsidiary and (ii) any sale or other transfer of any such
Indebtedness to a Person that is not either IRSA or a Restricted
Subsidiary shall be deemed, in each case, to constitute an
Incurrence of such Indebtedness by IRSA or such Restricted
Subsidiary, as the case may be, not permitted by this clause (e),
and provided
further that if
IRSA is the obligor on such Indebtedness, such Indebtedness must be
expressly subordinated to the prior payment in full of all
obligations under the Securities and this Indenture;


(f)  other 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;


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 51


(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 (5) business days of its
Incurrence;


(i)  Refinancing
Indebtedness in respect of:


(1)  Indebtedness (other
than Indebtedness owed to IRSA or any Subsidiary of IRSA) Incurred
pursuant to clause (1) of this covenant (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), (e), (f) or (j) of this
covenant;


(j)  Acquired
Indebtedness if the Consolidated Interest Coverage Ratio for
IRSA’s most recently completed four (4) 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 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 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
or a Restricted Subsidiary in connection with such
disposition;


(l)  Indebtedness
represented by short-term working capital Indebtedness in an
aggregate principal amount at any time not to exceed US$20.0
million; and


(m)  additional
Indebtedness in an aggregate principal amount not to exceed 15.0%
of Consolidated Tangible Assets of IRSA, calculated as of the end
of the most recent fiscal quarter ending prior to the date of such
Incurrence.


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 Argentine GAAP. 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 or the payment of regularly
scheduled dividends on Disqualified Capital Stock in the form of
additional Disqualified Capital Stock with the same terms will not
be deemed to be an Incurrence of Indebtedness for purposes of this
covenant; provided
that any such outstanding additional Indebtedness or Disqualified
Capital Stock paid in respect of Indebtedness Incurred pursuant to
any provision of clause (2) of this covenant will be counted
as


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 52


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 (a) through (m) above, or is entitled to be
incurred pursuant to paragraph (1) of this covenant, IRSA 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 covenant, the maximum
amount of Indebtedness that IRSA or any Restricted Subsidiary may
incur pursuant to this covenant shall not be deemed to be exceeded
as a result solely of fluctuations in exchange rates or currency
values.


Section
3.15.  Limitation on Restricted
Payments


. IRSA
will not, and will not cause or permit any of its Restricted
Subsidiaries to, directly or indirectly, take any of the following
actions (each, a “Restricted Payment”):


(a)  declare or pay any
dividend or make any distribution on or in respect of shares of
Capital Stock of IRSA or any Restricted Subsidiary to holders of
such Capital Stock, other than:


(1)  dividends or
distributions payable in Qualified Capital Stock of IRSA or its
Restricted Subsidiaries,


(2)  dividends or
distributions payable to IRSA and/or a Restricted Subsidiary,
or


(3)  dividends or
distributions made on a pro rata basis to IRSA and its
Restricted Subsidiaries, on the one hand, and minority holders of
Capital Stock of a Restricted Subsidiary, on the other hand (or on
a less than pro
rata basis to any minority holder);


(b)  purchase, redeem or
otherwise acquire or retire for value:


(1)  any Capital Stock
of IRSA, or


(2)  any Capital Stock
of any Restricted Subsidiary held by an Affiliate of IRSA (other
than a Restricted Subsidiary) or any Preferred Stock of a
Restricted Subsidiary, except for (i) Capital Stock held by IRSA or
a Restricted Subsidiary or (ii) purchases, redemptions,
acquisitions or retirements for value of Capital Stock on a
pro rata basis from
IRSA and/or any Restricted Subsidiaries, on the one hand, and
minority holders of Capital Stock of a Restricted Subsidiary, on
the other hand, according to their respective percentage ownership
of the Capital Stock of such Restricted Subsidiary;


(c)  make any principal
payment on, purchase, defease, redeem, prepay, or otherwise acquire
or retire for value, prior to any scheduled final maturity,
scheduled repayment or scheduled sinking fund payment, as the case
may be, any Subordinated Indebtedness (excluding (x) any
intercompany Indebtedness between or among IRSA and/or any
Restricted Subsidiaries or (y) the purchase, repurchase or other
acquisition of Indebtedness that is contractually subordinate to
the Securities, purchased in anticipation of satisfying a sinking
fund


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 53


(d)  obligation,
principal installment or final maturity, in each case within one
(1) year of such date of purchase, repurchase or acquisition);
or


(e)  make any Investment
(other than Permitted Investments);


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


(1)  a Default or an
Event of Default shall have occurred and be
continuing;


(2)  IRSA is not able to
Incur at least US$1.00 of additional Indebtedness pursuant to
clause (1)(a) of Section
3.16; or


(3)  the aggregate
amount (the amount expended for these purposes, if other than in
cash, being the Fair Market Value of the relevant property) of the
proposed Restricted Payment and all other Restricted Payments made
subsequent to the Series 1 Issue Date up to the date thereof, shall
exceed the sum of:


(A)  50% of cumulative
Consolidated Net Income of IRSA (or 75% of Consolidated Net Income
if the Consolidated Interest Coverage Ratio of IRSA is at least 3.0
to 1, or 100% of Consolidated Net Income if such coverage ratio is
at least 4.0 to 1), or, if such cumulative Consolidated Net Income
of IRSA is a loss, minus 100% of the loss accrued during the
period, treated as one accounting period, beginning on the fiscal
quarter beginning on the first (1st) day of the full fiscal quarter
after the Series 1 Issue Date to the end of the most recent fiscal
quarter for which consolidated financial information of IRSA is
available; plus


(B)  100% of the
aggregate Net Cash Proceeds and the Fair Market Value of Property
other than cash received by IRSA or any Restricted Subsidiary from
any Person from any:


(a)  contribution to the
equity capital of IRSA or any Restricted Subsidiary (not
representing an interest in Disqualified Capital Stock) or issuance
and sale of Qualified Capital Stock of IRSA or any Restricted
Subsidiary, in each case, subsequent to the Series 1 Issue Date,
or


(b)  issuance and sale
subsequent to the Series 1 Issue Date (and, in the case of
Indebtedness of a Restricted Subsidiary, at such time as it was a
Restricted Subsidiary) of any Indebtedness of IRSA or any
Restricted Subsidiary that has been converted into or exchanged for
Qualified Capital Stock of IRSA or any Restricted
Subsidiary;


excluding, in each
case, any Net Cash Proceeds:


(a)  received from a
Restricted Subsidiary of IRSA;


(b)  used to redeem
Securities upon an Equity Offering; or


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 54


(c)  applied in
accordance with clause (2) or (3) of the second paragraph of this
covenant below; plus


(C)  any reductions of
Indebtedness of IRSA or any Restricted Subsidiary by conversion to
equity since the Series 1 Issue Date; plus


(D)  any net reductions
of debt investments (other than Permitted Investments) and
Investment Return since the Series 1 Issue Date; plus


(E)  any distributions
received from Unrestricted Subsidiaries.


Notwithstanding the
preceding paragraph, this covenant does not prohibit:


(1)  the payment of any
dividend or the consummation of any irrevocable redemption of
Subordinated Indebtedness within sixty (60) days after the date of
declaration of such dividend or giving of the redemption notice, as
the case may be, if the dividend or redemption would have been
permitted on the date of declaration or notice pursuant to the
preceding paragraph;


(2)  the redemption or
other acquisition of any shares of Capital Stock of
IRSA,


(a)  in exchange for
Qualified Capital Stock of IRSA, or


(b)  through the
application of the net proceeds received by IRSA or any Restricted
Subsidiary from a substantially concurrent sale of Qualified
Capital Stock of IRSA or any Restricted Subsidiary or a
contribution to the equity capital of IRSA or any Restricted
Subsidiary not representing an interest in Disqualified Capital
Stock, in each case not received from a Subsidiary of
IRSA;


provided that the value of any
such Qualified Capital Stock issued in exchange for such acquired
Capital Stock and any such proceeds shall be excluded from clause
(3)(B) of the first paragraph of this covenant (and were not
included therein at any time);


(3)  the voluntary
prepayment, purchase, defeasance, redemption or other acquisition
or retirement for value of any Subordinated Indebtedness solely in
exchange for, or through the application of net proceeds of a
substantially concurrent sale, other than to a Subsidiary of IRSA,
of:


(a)  Qualified Capital
Stock of IRSA, or


(b)  Refinancing
Indebtedness for such Subordinated Indebtedness;


provided that the value of any
Qualified Capital Stock issued in exchange for Subordinated
Indebtedness and any net proceeds referred to above shall be
excluded from clause (3)(B) of the first paragraph of this covenant
(and were not included therein at any time);


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 55


repurchases of
Qualified Capital Stock or options, warrants or other securities
exercisable or convertible into Qualified Capital Stock from any
current or former employees, officers, directors or consultants of
IRSA 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, in an amount not
to exceed US$2.0 million in any calendar year (with unused amounts
in any calendar year being permitted to be carried over into
succeeding calendar years) plus the cash proceeds of key man life
insurance policies received by IRSA and its Restricted
Subsidiaries;


(4)  the repurchase of
Capital Stock deemed to occur upon the exercise of stock options or
warrants to the extent such Capital Stock represents a portion of
the exercise price of those stock options or warrants;


(5)  an Investment
either (a) solely in exchange for shares of Qualified Capital Stock
or (b) through the application of the net proceeds of a sale for
cash (other than to a Restricted Subsidiary of IRSA) of shares of
Qualified Capital Stock within 60 days after such
sale;


(6)  upon the occurrence
of a Change of Control and within 60 days after the completion of
the offer to repurchase the Securities pursuant to the covenant
described in Section
3.27, any repurchase, redemption or other acquisition or
retirement for value of any Subordinated Indebtedness of IRSA
required pursuant to the terms thereof as a result of such Change
of Control; provided that (A) the terms of
such purchase or redemption are substantially similar in all
material respects to the comparable provision included in the
Indenture, and (B) at the time of such purchase or redemption no
Default or Event of Default shall have occurred and be continuing
(or would result therefrom);


(7)  if no Default or
Event of Default shall have occurred and be continuing, the
purchase by IRSA of fractional shares arising out of stock
dividends, splits or combinations or business
combinations;


(8)  payments or
distributions to dissenting stockholders of Capital Stock of IRSA
and its Restricted Subsidiaries pursuant to a requirement of
applicable law in connection with a consolidation or merger that
complies with the provisions of the Indenture applicable to mergers
and consolidations of IRSA or any of its Restricted Subsidiaries;
and


(9)  other Restricted
Payments in an aggregate amount taken together with all Restricted
Payments made pursuant to this clause not to exceed US$15.0
million.


In
determining the aggregate amount of Restricted Payments made
subsequent to the Issue Date, amounts expended pursuant to clauses
(1) (without duplication for the declaration of the relevant
dividend), (4), and (7) above shall be included in such
calculation.


Section
3.16.  Limitation on Asset
Sales


. IRSA
will not, and will not permit any of its Restricted Subsidiaries
to, consummate an Asset Sale (including capital stock of its
Restricted Subsidiaries) unless:


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 56


IRSA or
the applicable Restricted Subsidiary, as the case may be, receives
consideration at the time of the Asset Sale at least equal to the
Fair Market Value of the assets or Capital Stock sold or otherwise
disposed of; and


(a)  at least 75% of the
consideration received for the assets or Capital Stock sold by IRSA
or the Restricted Subsidiary, as the case may be, in the Asset Sale
shall be in the form of cash or Cash Equivalents and/or Property to
be used in a Permitted Business (including Capital Stock of a
Person engaged in a Permitted Business) received at the time of
such Asset Sale.


IRSA or
such Restricted Subsidiary, as the case may be, must apply 85% of
the Net Cash Proceeds of any such Asset Sale within twenty-four
(24) months (or, if not so applied by such date, committed to be
applied within fifteen (15) months of the expiration of such
preliminary twenty-four (24) month period) thereof to:


(a)  repay Senior
Indebtedness of IRSA or Indebtedness of its Restricted
Subsidiaries; or


(b)  invest in a
Permitted Business (including expenditures for maintenance, repair
or improvement of existing Properties and acquisitions of Capital
Stock of Persons engaged in a Permitted Business);


provided that IRSA or such
Restricted Subsidiary, pending application of such Net Cash
Proceeds in accordance with clause (a) or (b) above, may invest
such Net Cash Proceeds in Temporary Cash Investments.


To the
extent that all or a part of the Net Cash Proceeds of any Asset
Sale are not applied or committed to be applied within twenty-four
(24) months of the Asset Sale as described above, IRSA will make an
offer to purchase Securities (the “Asset Sale Offer”),
at a purchase price equal to 100% of the principal amount of the
Securities to be purchased, plus accrued and unpaid interest
thereon, to the date of purchase (the “Asset Sale Offer
Amount”). IRSA will purchase pursuant to an Asset Sale Offer
from all tendering Holders on a pro rata basis, and, at
IRSA’s option, on a pro rata basis with the holders
of any other Senior Indebtedness with similar provisions requiring
IRSA to offer to purchase the other Senior Indebtedness with the
proceeds of Asset Sales, that principal amount (or accreted value
in the case of Indebtedness issued with original issue discount) of
Securities and the other Senior Indebtedness to be purchased equal
to such unapplied Net Cash Proceeds. IRSA may satisfy its
obligations under this covenant with respect to the Net Cash
Proceeds of an Asset Sale by making an Asset Sale Offer prior to
the expiration of such preliminary twenty-four (24) month
period.


The
Asset Sale Offer will remain open for a period of not less than
twenty (20) business days, or any longer period as may be required
by law. IRSA may, however, defer an Asset Sale Offer until there is
an aggregate amount of unapplied Net Cash Proceeds from one or more
Asset Sales equal to or in excess of US$20.0 million. At that time,
the entire amount of unapplied Net Cash Proceeds, and not just the
amount in excess of US$20.0 million, will be applied as required
pursuant to this covenant.


11924629
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Each
notice of an Asset Sale Offer will be mailed first class, postage
prepaid, to the record Holders as shown on the register of Holders
within twenty (20) days following such preliminary twenty-four (24)
month period, with a copy to the Trustee offering to purchase the
Securities as described above. Each notice of an Asset Sale Offer
will 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 mailed, other than as may be required by law
(the “Asset Sale Offer Payment Date”). Upon receiving
notice of an Asset Sale Offer, Holders may elect to tender their
Securities in whole or in part in integral multiples of US$1,000 in
exchange for cash.


On the
Asset Sale Offer Payment Date, IRSA will, to the extent
lawful:


(1)  accept for payment
all Securities or portions thereof properly tendered pursuant to
the Asset Sale Offer;


(2)  deposit with the
Paying Agent funds in an amount equal to the Asset Sale Offer
Amount in respect of all Securities or portions thereof so
tendered; and


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


To the
extent Holders of Securities and holders of other Senior
Indebtedness, if any, which are the subject of an Asset Sale Offer
properly tender and do not withdraw Securities or the other Senior
Indebtedness in an aggregate amount exceeding the amount of
unapplied Net Cash Proceeds, IRSA will purchase the Securities and
the other Senior Indebtedness on a pro rata basis (based on
amounts tendered). If only a portion of a note is purchased
pursuant to an Asset Sale 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
note (or appropriate adjustments to the amount and beneficial
interests in a global note will be made, as appropriate).
Securities (or portions thereof) purchased pursuant to an Asset
Sale Offer will be cancelled and cannot be reissued.


IRSA
will comply with the requirements of Rule 14e-l under the Exchange
Act and any other applicable securities laws in connection with the
purchase of Securities pursuant to an Asset Sale Offer. To the
extent that the provisions of any applicable securities laws or
regulations conflict with the “Asset Sale” provisions
set forth here, IRSA will comply with these laws and regulations
and will not be deemed to have breached its obligations of this
Indenture by doing so.


Upon
completion of an Asset Sale Offer, the amount of Net Cash Proceeds
will be reset at zero. Accordingly, to the extent that the
aggregate amount of Securities and other Indebtedness tendered
pursuant to an Asset Sale Offer is less than the aggregate amount
of unapplied Net Cash Proceeds, IRSA and its Restricted
Subsidiaries may use any remaining Net Cash Proceeds for any
purpose not otherwise prohibited by this Indenture.


If at
any time any consideration other than cash or Cash Equivalents
received by IRSA or any Restricted Subsidiary, as the case may be,
in connection with any Asset Sale is converted into or sold or
otherwise disposed of for cash (other than interest received with
respect


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to any
non-cash consideration), the conversion or disposition will be
deemed to constitute an Asset Sale hereunder and the Net Cash
Proceeds thereof will be applied or committed to be applied as
described above within twenty-four (24) months of conversion or
disposition.


Section
3.17.  Limitation on Designation of
Unrestricted Subsidiaries


. IRSA
may designate after the Issue Date any Subsidiary of IRSA as an
“Unrestricted Subsidiary” under the Indenture (a
“Designation”) only if:


(1)  no Default or Event
of Default shall have occurred and be continuing at the time of or
after giving effect to such Designation;


(2)  at the time of and
after giving effect to such Designation, IRSA could Incur $1.00 of
additional Indebtedness pursuant to clause (l)(a) of Section 3.16;


(3)  IRSA would be
permitted to make an Investment at the time of Designation
(assuming the effectiveness of such Designation and treating such
Designation as an Investment at the time of Designation) as a
Restricted Payment pursuant to the first paragraph of Section 3.17 or as a Permitted
Investment in an amount (the “Designation Amount”)
equal to the amount of IRSA’s Investment in such Subsidiary
on such date, and


IRSA
may revoke any Designation of a Subsidiary as an Unrestricted
Subsidiary (a “Revocation”) only if:


(1)  No Default or Event
of Default shall have occurred and be continuing at the time of and
after giving effect to such Revocation; and


(2)  all Liens and
Indebtedness of such Unrestricted Subsidiary outstanding
immediately following such Revocation would, if Incurred at such
time, have been permitted to be Incurred for all purposes of this
Indenture.


The
Designation of a Subsidiary of IRSA as an Unrestricted Subsidiary
shall be deemed to include the Designation of all of the
Subsidiaries of such Subsidiary. All Designations and Revocations
must be evidenced by resolutions of the Board of Directors of IRSA,
delivered to the Trustee certifying compliance with the preceding
provisions.


Section
3.18.  Limitation on Dividend and Other
Payment Restrictions Affecting Restricted
Subsidiaries


.


(a)  Except as provided
in paragraph (b) below, IRSA will not, and will not cause or permit
any of its Restricted Subsidiaries to, directly or indirectly,
create or otherwise cause or permit to exist or become effective
any encumbrance or restriction on the ability of any Restricted
Subsidiary to:


(1)  pay dividends or
make any other distributions on or in respect of its Capital Stock
to IRSA or any other Restricted Subsidiary or pay any Indebtedness
owed to IRSA or any other Restricted Subsidiary;


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(2)  make loans or
advances to IRSA or any other Restricted Subsidiary;
or


(3)  transfer any of its
property or assets to IRSA or any other Restricted
Subsidiary.


(b)  Paragraph (a) above
will not apply to encumbrances or restrictions existing under or by
reason of:


(1)  applicable law
rule, regulation or order;


(2)  this Indenture or
the Securities of any series;


(3)  the terms of any
agreements governing Indebtedness in existence on the Issue Date,
and any amendment, modification, restatement, renewal,
restructuring, replacement or refinancing thereof;


(4)  customary
non-assignment provisions of any contract and customary provisions
restricting assignment or subletting in any lease governing a
leasehold interest of any Restricted Subsidiary, or any customary
restriction on the ability of a Restricted Subsidiary to dividend,
distribute or otherwise transfer any asset which secures
Indebtedness secured by a Lien, in each case permitted to be
Incurred under this Indenture;


(5)  any instrument
governing Acquired Indebtedness not Incurred in connection with, or
in anticipation or contemplation of, the relevant acquisition,
merger or consolidation, which encumbrance or restriction is not
applicable to any Person, or the properties or assets of any
Person, other than the Person or the properties or assets of the
Person so acquired;


(6)  restrictions with
respect to a Restricted Subsidiary of IRSA imposed pursuant to a
binding agreement which has been entered into for the sale or
disposition of Capital Stock or assets of such Restricted
Subsidiary; provided that such restrictions
apply solely to the Capital Stock or assets of such Restricted
Subsidiary being sold;


(7)  the terms of any
agreements governing Indebtedness of Alto Palermo S.A. permitted to
be Incurred subsequent to the Issue Date in accordance with the
covenant described above under the caption Section 3.16; provided that (i) such
agreements permit Alto Palermo S.A. to pay annual dividends or make
other distributions in respect of its Capital Stock (so long as (a)
no default or event of default has occurred and is continuing under
the relevant agreement, or would occur immediately after giving
effect to such dividend or distribution and (b) Alto Palermo S.A.
has a Consolidated Interest Coverage Ratio or similar coverage
ratio of at least 2.0 to 1) in an amount equal to at least 35% of
the Consolidated Net Income of Alto Palermo S.A for the relevant
fiscal year or (ii) the terms of such agreements, taken as a whole,
do not have the effect of imposing restrictions on the payment of
dividends to IRSA that are materially more restrictive than the
restrictions on the making of Restricted Payments by IRSA in the
Securities, as conclusively determined in good faith by the Board
of Directors of IRSA;


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 60


(8)  Liens permitted to
be incurred under the provisions of the covenant described below
under the caption Section
3.12 that limits the right of the debtor to dispose of the
assets securing such Indebtedness;


(9)  provisions limiting
the payment of dividends in the organizational documents,
shareholders’ agreements, joint venture agreements or similar
documents of, or related to, Restricted Subsidiaries that are not
Wholly Owned Subsidiaries or which have been entered into in the
ordinary course of business with the approval of IRSA’s Board
of Directors;


(10)  restrictions
contained in the terms of Purchase Money Indebtedness, mortgage
financing or Capitalized Lease Obligations Incurred in the ordinary
course of business; provided that such restrictions
relate only to the assets acquired or financed with such
Indebtedness;


(11)  restrictions
on cash or other deposits imposed by customers under contracts or
other arrangements entered into or agreed to in the ordinary course
of business; or


(12)  customary
restrictions imposed on the transfer of copyrighted or patented
materials;


(13)  net
worth provisions in leases and other agreements entered into in the
ordinary course of business;


(14)  any
restriction on the ability of a Restricted Subsidiary to pay
dividends or make any other distributions or pay any Indebtedness
to IRSA or any other Restricted Subsidiary during the continuance
of a default or event of default under Indebtedness other than the
Securities;


(15)  an
agreement governing Indebtedness Incurred to Refinance the
Indebtedness issued, assumed or Incurred pursuant to an agreement
referred to in clauses (2), (3), (5) or (7) above; provided that the provisions
relating to such encumbrance or restriction contained in any such
Indebtedness, taken as a whole, are no less favorable in any
material respect to IRSA than the provisions relating to such
encumbrance or restriction contained in agreements referred to in
such clause (2), (3), (5) or (7), respectively, above;
and


(16)  restrictions
customarily granted in connection with securitization, factoring or
discounting involving receivables that are imposed in connection
with a Receivables Transaction.


Section
3.19.  Limitation on
Liens


. IRSA
will not, and will not cause or permit any of its Restricted
Subsidiaries to, directly or indirectly, Incur any Liens (except
for Permitted Liens) against or upon any of their respective
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.


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Limitation on Merger,
Consolidation and Sale of Assets


. IRSA
will not, in a single transaction or series of related
transactions, consolidate with or merge into, any Person (whether
or not IRSA is the surviving or continuing Person), or sell,
assign, transfer, lease, convey or otherwise dispose of all or
substantially all of IRSA’s properties and assets (determined
on a consolidated basis for IRSA and its Restricted Subsidiaries),
to any Person unless:


(a)  either:


(1)  IRSA shall be the
surviving or continuing corporation, or


(2)  the Person (if
other than IRSA) formed by such consolidation or into which IRSA 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 and of IRSA’s Restricted
Subsidiaries (the “Surviving Entity”):


(A)  shall be a
corporation, organized and validly existing under the laws of a
Qualified Merger Jurisdiction, and


(B)  shall expressly
assume, by supplemental indenture (in form and substance reasonably
satisfactory to the Trustee), 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
the Indenture on the part of IRSA to be performed or
observed.


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


Upon
any consolidation, combination or merger or any transfer of all or
substantially all of the properties and assets of IRSA and its
Restricted Subsidiaries in accordance with this covenant, in which
IRSA is not the continuing corporation, the Surviving Entity formed
by such consolidation or into which IRSA is merged or to which such
conveyance, lease or transfer is made will succeed to, and be
substituted for, and may exercise every right and power of, IRSA
under the Indenture and the Securities with the same effect as if
such Surviving Entity had been named as such. For the avoidance of
doubt, compliance with this covenant will not affect the
obligations of IRSA (including a Surviving Entity, if applicable)
in Section 3.27, if
applicable.


Section
3.20.  Limitation on
Guarantees


. IRSA
will not permit any of its Restricted Subsidiaries to guarantee any
Indebtedness of IRSA, unless contemporaneously therewith (or prior
thereto) express provision is made to guarantee the Securities on
an equal and ratable basis with such guarantee for so long as such
guarantee remains effective (it being


11924629
 62


understood, for the
avoidance of doubt, that a Permitted Lien is not a guarantee under
this Indenture).


Section
3.21.  Limitation on Transactions with
Affiliates


.


(1)  IRSA will not, and
will not permit any of its Restricted Subsidiaries to, directly or
indirectly, 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:


(a)  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;


(b)  in the event that
such Affiliate Transaction involves aggregate payments, or
transfers of property or services with a Fair Market Value, in
excess of US$5.0 million, the terms of such Affiliate Transaction
will be approved by a majority of the members of the Board of
Directors of IRSA (including a majority of the disinterested
members thereof), the approval to be evidenced by a Board
Resolution stating that the Board of Directors has determined that
such transaction complies with the preceding provisions;
and


(c)  in the event that
such Affiliate Transaction involves aggregate payments, or
transfers of property or services with a Fair Market Value in
excess of US$20.0 million, IRSA will, prior to the consummation
thereof, obtain a favorable opinion as to the fairness of such
Affiliate Transaction (other than (i) loans or extensions of credit
or (ii) transactions involving listed securities or whose terms can
otherwise be verified by reference to publicly available
information) to IRSA and the relevant Restricted Subsidiary (if
any) from a financial point of view from an Independent Financial
Advisor and file the same with the Trustee.


Paragraph (1) above
will not apply to:


(a)  Affiliate
Transactions with or among IRSA and any Restricted Subsidiary or
between or among Restricted Subsidiaries;


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


(c)  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);


(d)  any Restricted
Payments and Permitted Investments made in compliance with
Section 3.17;
and


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 63


(e)  loans and advances
to officers, directors and employees of IRSA or any Restricted
Subsidiary in the ordinary course of business in an aggregate
principal amount not exceeding US$1.0 million at any
time.


Section
3.22.  Conduct of
Business


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


Section
3.23.  Reports to Holders


. For
so long as the Securities remain outstanding, IRSA
will:


(1)  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’s fiscal 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 prior year) within sixty (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
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.


(2)  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 will not be
required to provide such copies of public filings which may be
obtained from the Commission via the EDGAR System or its
successor.


In
addition, at any time when IRSA 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 will make available, upon request, to the
Trustee the information required pursuant to Rule 144A(d)(4) under
the Securities Act.


So long
as the Securities are listed on Euro MTF, the alternative market of
the Luxembourg Stock Exchange, IRSA will make available the
information specified in clause (2) above at the specified office
of the Luxembourg Paying Agent for the Securities.


Delivery of the
above reports to the Trustee is for informational purposes only and
the Trustee’s receipt of such reports shall not constitute
constructive notice of any information contained therein or
determinable from information contained therein, including
IRSA’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).


Section
3.24.  Change of Control


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


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Within
thirty (30) days following the date upon which the Change of
Control Triggering Event occurred, IRSA must send, by first-class
mail, a notice to each Holder, with a copy to the Trustee, offering
to purchase the Securities 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 mailed, other than as may be required by law (the
“Change of Control
Payment Date”).


On the
Change of Control Payment Date, IRSA 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


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


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).


IRSA
will not be required to make a Change of Control Offer upon a
Change of Control 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 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 above under Section 10.1 unless and until there is a
default in payment of the applicable redemption price.


In the
event that holders of not less than 95% of the aggregate principal
amount of the outstanding Securities accept a Change of Control
Offer and IRSA or a third party purchases all of the Securities
held by such holders, IRSA 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 purchase
pursuant to the Change of Control Offer described above, to redeem
all of the Securities 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 redemption (subject to the right of
holders on the relevant record date to receive interest due on the
relevant interest payment date).


Holders, by
acceptance of the Securities, are deemed to acknowledge that other
existing and future Indebtedness of IRSA may contain prohibitions
on the occurrence of events that would constitute a Change of
Control or require that Indebtedness to be repurchased upon
a


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 65


Change
of Control. Moreover, the exercise by the Holders of their right to
require IRSA to repurchase the Securities upon a Change of Control
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 Offer occurs, there can be no assurance that IRSA
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. In the event IRSA is
required to purchase outstanding Securities pursuant to a Change of
Control Offer, IRSA expects that it would seek third-party
financing to the extent it does not have available funds to meet
its purchase obligations and any other obligations in respect of
Senior Indebtedness. However, there can be no assurance that IRSA
would be able to obtain necessary financing.


Holders
will not be entitled to require IRSA 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.


IRSA
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 3.27, IRSA 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.


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 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 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 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


. In
case one or more of the following events (each an “Event of
Default”) shall have occurred and be continuing with respect
to the Securities of any Series:


(a)  IRSA 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 days (in the case of interest or Additional
Amounts, if any); or


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 66


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


(c)  IRSA or any of its
Restricted Subsidiaries shall fail to pay when due principal of or
interest on its or such Restricted Subsidiary’s Indebtedness
in an aggregate past due principal amount of at least US$20,000,000
(or the then 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$20,000,000 (or the then equivalent thereof in another currency
at the time of determination), and in each case such failure to pay
or other event of default shall result in the acceleration of the
maturity thereof; or


(d)  one or more final
judgments or decrees for the payment of money in excess of
US$20,000,000 (or the equivalent thereof in another currency) in
the aggregate (to the extent not covered by insurance) are rendered
against IRSA or any of its Restricted Subsidiaries and are not
discharged and, in the case of each such judgment or decree, there
is a period of ninety (90) days following such judgment during
which such judgment or decree is not discharged, waived or the
execution thereof stayed; or


(e)  a court having
jurisdiction enters a decree or order for (1) relief in respect of
IRSA or any of its Significant Subsidiaries 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)
appointment of an administrator, receiver, trustee or intervenor
for IRSA or any of its Significant Subsidiaries for all or
substantially all of the property of IRSA or any of its Significant
Subsidiaries and, in each case, such decree or order shall remain
unstayed and in effect for a period of ninety (90) consecutive
days; or


(f)  IRSA or any of its
Significant Subsidiaries (a) commences a voluntary case under the
Bankruptcy Law or any other applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, (b) consents to the
appointment of or taking possession by an administrator, receiver,
trustee or intervenor for IRSA or any of its Significant
Subsidiaries for all or substantially all of the property of IRSA
or any of its Significant Subsidiaries or (c) effects any general
assignment for the benefit of creditors; or


(g)  it becomes unlawful
for IRSA to perform or comply with its payment obligations under
the Securities of such Series and such condition shall continue for
a period of ninety (90) days after written notice to that effect is
received by IRSA or by IRSA and the Trustee from the Holders of at
least 25% in aggregate principal amount of the outstanding
Securities of such Series;


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(h)  then the Trustee
shall, upon the request of the Holders of not less than 25% in
aggregate principal amount of the Securities of such Series, by
written notice to IRSA, 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) above 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 and/or the relevant Subsidiary 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.


At any
time after a declaration of acceleration has been made with respect
to the Securities of any Series and before a judgment or decree for
payment of the money due has been obtained by the Trustee as
hereinafter in this Article provided, the Holders of a majority in
aggregate principal amount of the Outstanding Securities of such
Series, by written notice to IRSA and the Trustee, may rescind and
annul such declaration and its consequences if (i) IRSA has paid or
deposited with the Trustee a sum sufficient to pay (A) all overdue
installments of interest on the Securities of such Series, (B) the
principal of (and premium, if any, on) any Securities of such
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, (C) 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 (D) 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 (ii) 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
covenants that (a) 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
(b) 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
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 will
pay such further amount as shall be sufficient to cover the
reasonable costs and


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 68


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 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 or other obligor upon the Securities of such Series
and collect in the manner provided by law out of the property of
IRSA 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 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 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 negligence or willful
misconduct;


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 69


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 (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 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, the Holders and
the Trustee shall, subject to applicable law, be restored
respectively to their former positions and rights hereunder, and
all rights, remedies and powers of IRSA, 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


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 70


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 such Holder
previously shall have given to the Trustee written notice of
default and of the continuance thereof, and unless also the 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 satisfactory to the Trustee as it may
require against the costs, expenses and liabilities to be incurred
therein or thereby and the Trustee for sixty (60) days after its
receipt of such notice, request and offer of indemnity shall have
failed to institute any such action or proceeding and 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 one or more Holders of Securities
of such Series shall have any right in any manner whatever by
virtue or by availing itself 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 dates, shall not be impaired or 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) hereof, 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


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 71


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.


Section
4.10.  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 such 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, 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
4.11.  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 that the principal amount of all the Securities of such
Series is due and payable immediately, the Trustee may by notice in
writing: (a) to IRSA 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 (b) 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
4.12.  Notice of Events of
Default


. If an
Event of Default occurs and is continuing and if it is known to a
Responsible Officer of the Trustee, the Trustee shall mail to
Holders a notice of the Event of Default within 90 days after it
occurs 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


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 72


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.


ARTICLE
V





Concerning the
Trustee


Section
5.1.  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 in the Trust Indenture
Act, and no implied covenants or obligations shall be read into
this Indenture against the Trustee; and


(2)  in the absence of
negligence or willful misconduct 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;


(a)  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
the Trust Indenture Act, 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.


(b)  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 Subsection (a) of
this Section;


(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


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 73


(5)  powers, if it shall
have reasonable grounds for believing that the repayment of such
funds or adequate indemnity against such risk or liability is not
reasonably assured to it.


(c)  Whether or not
therein 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 this Section 5.1.


(d)  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 or indemnity satisfactory to the Trustee against
the costs, expenses and liabilities that might be incurred
thereby.


Section
5.2.  Certain Rights of the
Trustee


.
Subject to Section
5.1:


(a)  the Trustee may
rely and shall be protected in acting or refraining from acting
upon any resolution, Officers’ 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 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;


(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 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 or, if paid by the Trustee or
any predecessor trustee, shall be repaid by IRSA promptly upon
demand;


(e)  the Trustee may
consult with counsel at IRSA’s expense and the advice of such
counsel or any Opinion of Counsel shall be full and complete
authorization and


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 74


(f)  protection in
respect of any action taken, suffered or omitted by it hereunder in
good faith and in reliance thereon;


(g)  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;


(h)  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 as Co-Registrar,
Principal Paying Agent, Exchange Rate Agent and Transfer
Agent;


(i)  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 for indirect, special, incidental or punitive 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;


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


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


(l)  in respect of this
Indenture, the Trustee shall not have any duty or obligation to
verify or confirm that the Person sending instructions, directions,
reports, notices or other communications or information by
electronic transmission is, in fact, a Person authorized to give
such instructions, directions, reports, notices or other
communications or 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


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 75


(m)  submit
instructions, directions, reports, notices or other communications
or information to the Trustee, including without limitation the
risk of the Trustee acting on unauthorized instructions, notices,
reports or other communications or information, and the risk of
interception and misuse by third parties.


Section
5.3.  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 and the seventh and
eight recitals to this Indenture, shall be taken as the statements
of IRSA, 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, of any offering
materials or of the Securities, except for the seventh and eight
recitals to this Indenture. The Trustee shall not be accountable
for the use or application by IRSA of any of the Securities or of
the proceeds thereof.


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


The
Trustee or any agent of IRSA 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 and receive,
collect, hold and retain collections from IRSA 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 within the
meaning of the Trust Indenture Act, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner
provided by, and subject to the provisions of, the Trust Indenture
Act and this Indenture. To the extent permitted by the Trust
Indenture Act, 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
5.5.  Moneys Held By
Trustee


.
Subject to the provisions of Section 9.4, all moneys
received by the Trustee hereunder shall, until used or applied as
herein provided, be held in trust as provided in the Trust
Indenture Act for the purposes for which they were received, but
need not be segregated from other funds except to the extent
required by law. Neither the Trustee nor any agent of IRSA or the
Trustee shall be under any liability for interest on or investment
of any moneys received by it hereunder.


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


. IRSA
covenants and agrees to pay to the Trustee from time to time, and
the Trustee shall be entitled to, (a) US$5,000 or such other amount
as shall be agreed in writing by IRSA 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 (b)
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
also covenants to indemnify and defend the Trustee for, and to hold
it harmless against, any loss, liability or expense (including 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


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 76


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 under
this Section 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’s obligations under this
Section, 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.


Section
5.7.  Preferential Collection of Claims
Against IRSA


. If
and when the Trustee shall be or become a creditor of IRSA (or any
other obligor upon the Securities), the Trustee shall be subject to
the provisions of the Trust Indenture Act regarding the collection
of claims against IRSA (or any such other obligor).


Section
5.8.  Right of Trustee to Rely on
Officers’ 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 specifically prescribed) may, in the absence of
negligence or willful misconduct on the part of the Trustee, be
deemed to be conclusively proved and established by an
Officers’ Certificate delivered to the Trustee, and such
certificate, in the absence of negligence or willful misconduct 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
5.9.  Persons Eligible for Appointment as
Trustee


. The
Trustee for the Securities hereunder shall at all times be a Person
that is eligible pursuant to the Trust Indenture Act to act as
such, having a combined capital and surplus of at least
US$50,000,000, authorized under the laws of the jurisdiction in
which it is doing business to exercise corporate trust powers, and
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
and to the extent permitted by the Trust Indenture Act, 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
5.10.  Resignation and Removal; Appointment
of Successor Trustee


.
Subject to Section
5.10(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. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of Section 5.9, it shall resign
immediately in the manner and with the effect hereinafter specified
in this Section
5.10. Upon receiving such notice of resignation, IRSA 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


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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 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 5.9 and
shall fail to resign after written request therefor by or on behalf
of IRSA 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;


then,
in any such case, (i) IRSA may, by a resolution of the Board of
Directors, 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 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 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
5.10 shall not become effective prior to acceptance of
appointment by the successor trustee as provided in Section 5.11.


Section
5.11.  Acceptance of Appointment by Successor
Trustee


. Any
successor trustee appointed as provided in Section 5.10 shall execute and
deliver to IRSA 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 or of


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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 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.


Upon
acceptance of appointment by any successor trustee as provided in
this Section 5.11,
IRSA shall give, at its expense, notice thereof to the
Securityholders as specified in Section 12.5 and the CNV, which
notice shall include the name of the successor trustee and the
address of its Corporate Trust Office. If IRSA 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.


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, to the extent operative.


Section
5.12.  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 5.9.


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;
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
5.13.  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


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and
shall perform all matters expressed to be performed by it in, and
otherwise comply with, the provisions of Section 5.14.


Section
5.14.  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 5.14, and such duties
shall be determined solely by the express provisions of this
Section 5.14, or as
Representative of the Trustee in Argentina may agree in writing
from time to time with the Trustee and IRSA. No implied covenants
or obligations shall be read into this Section 5.14, 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: (i) receive from Holders, IRSA, 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, (ii) within seventy-two (72) hours of receipt,
notify and/or deliver to the Trustee by facsimile all such letters,
claims, requests, memoranda or documents, and (iii) following the
express instructions of the Trustee, respond to or answer such
letters, claims, requests, memoranda or documents.


The
Representative 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
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 5.14 and
its services hereunder. The fees of the Representative of the
Trustee in Argentina shall be such amount as agreed upon in writing
by IRSA and the Representative of the Trustee in Argentina. IRSA
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
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.


ARTICLE
VI





Concerning the
Securityholders





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ARTICLE
VII
 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
may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such specified percentage of
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, if made in the manner provided in this
Article.


Section
7.1.  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, 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 at any time or from time to time by notice
in writing to the Trustee, for any date or dates (in the case of
any adjournment or reconsideration) not more than sixty (60) days
nor less than ten (10) days prior to the proposed date of such vote
or consent, and thereafter, 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.


Section
7.2.  Holders to Be Treated as
Owners


. IRSA,
the Trustee, the Agents and any agent of IRSA, 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, the Trustee, any Agent and
any agent of IRSA, 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 any such Security.
Notwithstanding the foregoing, with respect to any Global Security,
nothing herein shall prevent IRSA, the Trustee, the Agents or any
agent of IRSA, 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
7.3.  Securities Owned by IRSA Deemed Not
Outstanding


. In
determining whether the Holders of the requisite aggregate
principal amount of Outstanding Securities have concurred in any
request, consent or waiver under this Indenture, Securities that
are owned by IRSA or any of its Subsidiaries or any other obligor
on the Securities with respect to which such determination is being
made shall be disregarded and deemed not to be


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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 that a
Responsible Officer of the Trustee knows are so owned shall be so
disregarded. Securities 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 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
shall furnish to the Trustee promptly an Officers’
Certificate listing and identifying all Securities, if any, known
by IRSA 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 Officers’ 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
7.4.  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 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, 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 be conclusively
binding upon IRSA, the Trustee and the Holders of all the
Securities affected by such action.


Section
7.5.  Securityholders’
Meetings


. Each
of IRSA (through the Board of Directors or the Supervisory
Committee of IRSA) 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 (through the Board of Directors or the
Supervisory Committee of IRSA) at its discretion or upon the
request of the Holders of at least 5% in aggregate principal amount
of the Outstanding Securities at the time or of the Outstanding
Securities of a Series, to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action
provided by the Securities of a Series to be made, given or taken
by the Holders of such Securities, including the modification of
any of the terms and conditions of the Securities. In the case of a
request to call a meeting by Holders, IRSA shall notify the Trustee
in writing of such request. In the event the Board of Directors or
the Supervisory Committee of IRSA 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. The meetings will be held simultaneously in the City of
Buenos Aires


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and New
York City by means of telecommunications which permit the
participants to hear and speak to each other. In any case, meetings
shall be held at such time and at such place in any such city as
IRSA or the Trustee shall determine. Any resolution passed at a
meeting convened in London or New York City shall be binding on all
Holders of Securities of any Series, as the case may be (whether
present or not at such meeting), only upon ratification by a
meeting of such Holders held in the City of Buenos Aires in
accordance with the Negotiable Obligations Law. This Indenture
contains provisions for Holders present or represented at meetings
of Holders convened in London or New York City to appoint
representatives at meetings of Holders in the City of Buenos Aires.
Subject as aforesaid, any resolution duly passed will be binding on
all Holders of Securities of any Series, as the case may be
(whether or not they were present at the meeting at which such
resolution was passed). If a meeting is being held pursuant to a
request of Holders, the agenda for the meeting shall be as
determined in the request and such meeting shall be convened within
forty (40) days from the date such request is received by the
Trustee or IRSA, as the case may be. Notice of any meeting of
Holders of Securities of any Series (which shall include the date,
place and time of the meeting, the agenda therefor and the
requirements to attend) shall be given not less than ten (10) days
nor more than thirty (30) days prior to the date fixed for the
meeting in the Official Gazette of Argentina, in one other
newspaper of general circulation in Argentina and in a newspaper
published in the English language and of general circulation in New
York City, and also in the manner provided under Section 12.5 and any
publication thereof shall be for five (5) consecutive Business Days
in each place of publication. To be entitled to vote at any meeting
of Securityholders a Person shall be (i) a Holder of one or more
Securities as of the relevant record date determined pursuant to
Section 6.2 or (ii)
a Person appointed by an instrument in writing as proxy by such a
Holder of one or more Securities. 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 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 called to adopt a resolution will be persons holding or
representing a majority in aggregate principal amount of the
Outstanding Securities of a 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 any Series (other than items requiring consent of
each Holder of a Security) 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 the 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, shall
affect any of the items included in Section 7.02.


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(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 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 and managers and other employees of IRSA. 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 certificates of Euroclear or
Clearstream, as the case may be, or the Common Depositary
therefor.


(d)  A representative of
the Trustee shall act as the chairman of the meeting. If the
Trustee fails to designate a representative to act as chairman of
the meeting, IRSA shall designate a member of the Supervisory
Committee to act as chairman of the meeting. If IRSA fails to
designate such a person, the Chairman of the meeting shall be (i) a
person elected by vote of the Holders of a majority in aggregate
principal amount of the Securities of the relevant Series
represented at the meeting, (ii) a representative of the CNV, at
the request of the Holders of Securities or (iii) a person
appointed by a competent court. If the meeting is called by the CNV
or by a competent court upon request of the Holders of the
Securities, 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 any Series, each
Securityholder of such Series or proxy shall be entitled to cast
one vote for each U.S. dollar or Dollar Equivalent in principal
amount 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 Dollar
Equivalent of the redemption value of such Security calculated as
of the date of such meeting. Where Securities are denominated in
one or more currencies other than U.S. dollars, the Dollar
Equivalent of such Securities shall be calculated at the Exchange
Rates on the date of such meeting or, in the case of written
consents or notices, on such dates as IRSA 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.


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(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. The chairman of the meeting shall appoint two inspectors of
votes who shall count all votes cast at the meeting for or against
any resolution and who shall make and file with the secretary of
the meeting their verified written reports in duplicate of all
votes cast at the meeting. 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 original reports of the inspectors of votes on any vote by
ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the
meeting and showing that said notice was published as provided
above. The record shall be signed and verified by the permanent
chairman and secretary of the meeting and one of the duplicates
shall be delivered to IRSA 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 EuroMTF, the BASE or any other
securities exchange, and for negotiation in the MAE, meetings of
Holders of such Securities and notices thereof shall comply with
the applicable rules of the Luxembourg Stock Exchange, the BASE,
the MAE or such securities exchange, as applicable.


Section
7.6.  IRSA to Furnish the Trustee Names and
Addresses of Holders


. IRSA
shall furnish or cause to be furnished to the Trustee


(a)  semi-annually, not
more than fifteen (15) days after each Regular Record Date with
respect to each Series of Securities, a list, in such form as the
Trustee may reasonably require, of the names and addresses of the
Holders of Securities of such Series as of such Regular Record
Date; and


(b)  at such other times
as the Trustee may reasonably request in writing, within thirty
(30) days after the receipt by IRSA of any such request, a list of
similar form and content as of a date not more than 15 days prior
to the time such list is furnished;


excluding from any
such list names and addresses received by the Trustee in its
capacity as Co- Registrar.


Section
7.7.  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 as provided in
Section 6.7 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 as provided in Section 6.7 upon receipt of a
new list so furnished.


(a)  The rights of
Holders to communicate with other Holders with respect to their
rights under this Indenture or under the Securities, and the
corresponding rights and duties of the Trustee, shall be as
provided by the Trust Indenture Act.


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(b)  Every Holder of
Securities, by receiving and holding the same, agrees with IRSA and
the Trustee that neither IRSA 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 Trust Indenture Act.


Section
7.8.  Reports by the
Trustee


.
Subsequent to the qualification of this Indenture under the Trust
Indenture Act, the Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may
be required pursuant to the Trust Indenture Act at the times and in
the manner provided pursuant thereto. Subsequent to the
qualification of this Indenture under the Trust Indenture Act, if
required by Section 313(a) of the Trust Indenture Act, the Trustee
shall, within sixty (60) days after each May 15 following the date
of this Indenture deliver to Holders a brief report, dated as of
such May 15, which complies with the provisions of such Section
313(a) (but if no event described in Section 313(a) has occurred
within the twelve (12) months preceding the reporting date, no
report need be transmitted).


A copy
of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each securities exchange upon
which any Securities are listed, with the SEC and with IRSA. IRSA
shall promptly notify the Trustee in writing when any Securities
are listed on any securities exchange.


Section
7.9.  Reports by IRSA


. IRSA
shall file with the Trustee and the SEC, and transmit to Holders,
such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at
the times and in the manner provided pursuant to such
Act.


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 IRSA’s compliance with any of their
respective covenants hereunder.


ARTICLE
VIII





Supplemental
Indentures


Section
8.1.  Supplemental Indentures Without
Consent of Securityholders


. IRSA,
when authorized by a resolution of the Board of Directors, 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 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 hereunder;


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


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


(e)  amending the size
of the Program or establishing the form, terms or amount of
Securities of any new Series as permitted by Sections 2.1 and 2.3;


(f)  complying with any
requirement of the CNV, the BASE and the MAE in order to effect and
maintain the qualification of this Indenture;


(g)  complying with any
requirements of the SEC in order to qualify this Indenture under
the Trust Indenture Act;


(h)  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


(i)  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 interest of the Holders of Securities of such
Series in any material respect.


The
Trustee is hereby authorized to join with IRSA 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 the Trustee shall not be obligated to
enter into any such supplemental indenture that adversely affects
the Trustee’s own or any Agent’s rights, duties or
immunities under this Indenture or otherwise.


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


Section
8.2.  Supplemental Indentures With Consent
of Securityholders


.
Without limiting the provisions of Section 7.1, IRSA, when
authorized by a resolution of the Board of Directors of IRSA, 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 any supplemental indenture 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


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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 each Holder of
a Security of a Series adversely affected thereby, (a) extend the
due date for the payment of principal of, premium, if any, or any
installment of interest on any such Security, (b) reduce the
principal amount of, the portion of such principal amount which is
payable upon acceleration of the maturity of, the rate of interest
on or the premium payable upon redemption of any such Security, (c)
reduce the obligation of IRSA to pay Additional Amounts on any such
Security, (d) shorten the period during which IRSA is not permitted
to redeem any such Security, or permit IRSA to redeem any such
Security if, prior to such action, IRSA is not permitted to do so,
(e) amend the circumstances under which the Securities of such
Series may be redeemed, (f) change the Specified Currency in which
or the required places at which any such Security or the premium or
interest thereon is payable, (g) reduce the percentage of 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, (h) reduce the percentage of aggregate principal amount
of Outstanding Securities 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 or (i) modify any of the
provisions of this Section or Sections 4.10 or 6.6, except to increase any
such percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the
Holder of each Security adversely affected thereby.


Upon
the request of IRSA 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, the Trustee shall
join with IRSA 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.


It
shall not be necessary for the consent of the Securityholders under
this Section 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 and the Trustee of any supplemental indenture
pursuant to the provisions of this Section, IRSA at its expense
shall give notice thereof to the Holders as provided in
Section 12.5, and
to the CNV, setting forth in general terms the substance of such
supplemental indenture. If IRSA 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 12.5 and to the CNV at
the expense of IRSA.


Section
8.3.  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, 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


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applicable Series
of Securities of the Trustee, IRSA 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
8.4.  Conformity with Trust Indenture
Act


.
Subsequent to the qualification of this Indenture under the Trust
Indenture Act, every supplemental indenture in respect of a Series
registered or to be registered under the Securities Act executed
pursuant to this Article
VII shall conform to the requirements of the Trust Indenture
Act.


Section
8.5.  Documents to Be Given to the
Trustee


. The
Trustee shall be entitled to receive, and shall be fully protected
in relying upon, an Officers’ Certificate, an Opinion of
Counsel and copies 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, complies with the
applicable provisions of this Indenture and is authorized or
permitted by the terms of this Indenture.


Section
8.6.  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
may and shall if required by the Trustee, bear a notation in form
and manner approved by the Trustee as to any matter provided for by
such supplemental indenture or as to any action taken at any such
meeting. If IRSA or the Trustee 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 at its expense, authenticated by the Trustee and delivered in
exchange for the Securities then Outstanding.


Section
8.7.  Conformity with Negotiable Obligations
Law


. Every
supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Negotiable Obligations Law and
the Joint Resolutions, as then in effect.


ARTICLE
IX





Merger, Consolidation, Sale or
Conveyance


Section
9.1.  IRSA May Consolidate, etc, on Certain
Terms


. IRSA
covenants that it will not merge, consolidate or amalgamate with or
into, or convey or transfer or lease all or substantially all of
its properties and assets, whether in one transaction or a series
of transactions, to any Person, unless:


(a)  immediately after
giving effect to such transaction, no Event of Default shall have
occurred and be continuing;


(b)  any Person formed
by any such merger, consolidation or amalgamation, or the Person
which acquires by conveyance or transfer, or which leases, such
properties and assets (the “Successor Person”) (i) is a
corporation organized and validly existing under the laws of
Argentina, the United States, or any other country that is a member
country of the European Union or any political subdivision thereof
and (ii) expressly


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(c)  assumes, by a
supplemental indenture, executed and delivered to the Trustee, in
form reasonably satisfactory to the Trustee; the due and punctual
payment of the principal of, and interest on (including Additional
Amounts, if any, that may result due to withholding by any
authority having the power to tax to which the Successor Person is
or may be subject) all of the Securities and the due and punctual
performance of all of the other obligations of IRSA under the
Securities and this Indenture and any Registration Rights
Agreement;


(d)  the Successor
Person agrees to indemnify each Holder against any tax, assessment
or governmental charge thereafter imposed on such Holder by a
Government Agency solely as a consequence of such consolidation,
merger, amalgamation, conveyance, transfer or lease with respect to
the payment of principal of, or interest on, the Securities;
and


(e)  the Successor
Person (except in the case of leases), if any, succeeds to and
becomes substituted for IRSA with the same effect as if it had been
named in the Securities as IRSA.


Section
9.2.  Successor Person
Substituted


. In
case of any such consolidation, merger, sale, transfer, lease or
other conveyance, such Successor Person shall succeed to and be
substituted for IRSA, with the same effect as if it had been named
herein. Such Successor Person may cause to be signed, and may issue
either in its own name or in the name of IRSA, prior to such
succession any or all of the Securities issuable hereunder that
theretofore shall not have been signed by IRSA and delivered to the
Trustee; and, upon the order of such Successor Person instead of
IRSA and subject to all the terms, conditions and limitations in
this Indenture prescribed, the Trustee shall authenticate and shall
deliver any Securities that previously shall have been signed and
delivered by the Authorized Person of IRSA to the Trustee for
authentication, and any Securities that such Successor Person
thereafter shall cause to be signed and delivered to the Trustee
for that purpose. All of the Securities so issued shall in all
respects have the same legal rank and benefit under this Indenture
as the Securities theretofore or thereafter issued in accordance
with the terms of this Indenture as though all of such Securities
had been issued at the date of the execution hereof.


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 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 Successor Person, IRSA shall be
discharged from all obligations and covenants under this Indenture
and the Securities to be performed by IRSA and may be liquidated
and dissolved.


No
Successor Person shall have the right to redeem any Securities
Outstanding unless IRSA would have been entitled to redeem such
Securities pursuant to this Indenture in the absence of any such
merger, consolidation, sale, transfer, lease or conveyance
permitted under Section
8.1.


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Documents to
Trustee


. The
Trustee may request 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 Officers’
Certificate stating that all conditions precedent (including the
adoption of any appropriate resolution by the Board of Directors)
relating to such transaction have been met in all material
respects, and the Trustee may rely on such Opinion of Counsel and
Officers’ Certificate as conclusive evidence of the matters
described therein.


ARTICLE
X





Satisfaction and discharge of
indenture; Unclaimed Moneys


Section
10.1.  Satisfaction and Discharge of
Indenture


. If at
any time (a) IRSA shall have paid or caused to be paid the
principal of and interest on all the Securities (including
Additional Amounts) 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 (b) IRSA 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 (c) (i)
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 (ii) IRSA 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 in accordance with Sections 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 shall also pay or cause to be paid
all other sums payable hereunder by IRSA 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’s right of optional
redemption, if any, (ii) 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 (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 accompanied by an Officers’
Certificate and an Opinion of Counsel and at the cost and expense
of IRSA, shall execute proper 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 agrees to reimburse the Trustee for any costs or
expenses thereafter reasonably and


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properly 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 to the Trustee under
Sections 3.4(b) and
5.6 shall
survive.


Section
10.2.  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 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
10.3.  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 demand of IRSA, 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
10.4.  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) 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, 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 or abandoned or unclaimed property laws,
thereafter look only to IRSA 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
XI





Redemption and Repurchase of
Securities


Section
11.1.  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 pursuant to the terms of
such Securities established as contemplated by Section 2.3 shall be given to
Holders as specified in Section 12.5 and to the CNV.
Such notice shall specify the provision pursuant to which the
redemption is being made, the principal amount of each Security
held by such Holders to be redeemed, the date fixed for redemption
(the “Optional 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 date
fixed for redemption and any Additional Amounts will be paid
as


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specified in such
notice, that on and after said date interest thereon or on the
portions thereof to be redeemed will cease to accrue 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
date fixed for redemption, upon surrender of such Security, a new
Security or Securities in principal amount equal to the unredeemed
portion thereof will be issued.


IRSA
shall deliver to the Trustee any notice of redemption specifying
the information set forth above at least thirty (30) days prior to
the date on which such notice of redemption will be mailed (and
forty-five (45) days prior to such date if the notice of redemption
must be published) together with an Officers’ Certificate
stating the aggregate principal amount of Securities to be
redeemed. The notice of redemption of Securities to be redeemed at
the option of IRSA shall be given to Holders by IRSA or, at
IRSA’s request, by the Trustee in the name and at the expense
of IRSA at least thirty (30) days but not more than sixty (60) days
before the date of redemption (unless otherwise specified pursuant
to the terms of such Securities established as contemplated by
Section 2.3). Such
notice shall be irrevocable.


If and
for so long as the Securities are listed on the Luxembourg Stock
Exchange for trading on the EuroMTF or any other securities
exchange and the rules of the relevant securities exchange so
require, IRSA shall, once in each year in which there has been a
partial redemption of the Securities, cause to be published in a
leading newspaper of general circulation in Luxembourg, which is
expected to be the d’ Wort, or as specified by such other
securities exchange, a notice specifying the aggregate principal
amount of Securities Outstanding and a list of the Securities drawn
for redemption but not surrendered.


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, IRSA will deposit with the Trustee (or,
if IRSA 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 interest to the date fixed for redemption and any
Additional Amounts.


If less
than all the Securities of a Series are to be redeemed at the
option of IRSA, 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 by lot (and in the case of Securities represented by a
Global Security, in accordance with the provisions of DTC,
Euroclear or Clearstream, as the case may be) not more than sixty
(60) days prior to the date fixed for redemption and a list of the
Securities called for redemption will be notified to IRSA and the
Holders in accordance with Section 12.5 not less than
thirty (30) days prior to such date. Upon any partial redemption of
Securities of such Series, the Trustee shall (a) 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 (b)
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


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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 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
11.2.  Payment of Securities Called for
Redemption


. If
notice of redemption has been given as above provided, 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 date fixed for redemption and any Additional
Amounts, and on and after said date (unless IRSA 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
Sections 5.5 and
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 date fixed for redemption and
any Additional Amounts. On presentation and surrender, pursuant to
the terms of 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 at the
applicable redemption price, together with interest accrued thereon
to the date fixed for redemption and any Additional Amounts;
provided that any
payment of interest becoming due on the date fixed for redemption
and any Additional Amounts shall be payable to the Holders of such
Securities registered as such on the relevant 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 date of
redemption 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 date fixed for redemption at the rate
specified in the Security.


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


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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 Officers’ Certificate delivered to the Trustee
at least thirty (30) 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 (a) IRSA or (b) a
Person specifically identified in such written statement as
directly or indirectly controlling or controlled by or under direct
or indirect common control with IRSA.


Section
11.3.  Redemption at the Option of IRSA for
Taxation Reasons


. The
Securities of any Series may be redeemed at the option of IRSA in
whole, but not in part, at any time, on giving not less than thirty
(30) nor more than sixty (60) days’ written notice (which
shall be irrevocable) to the Trustee and the CNV, at the principal
amount thereof (or, in the case of original issue discount
Securities, at the Amortized Face Amount thereof), 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 has or will
become obligated to pay Additional Amounts or Argentine Taxes 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 Series, and IRSA determines in good faith that such obligation
cannot be avoided by IRSA taking reasonable measures available to
it. Prior to the distribution of any notice of redemption pursuant
hereto, IRSA shall deliver to the Trustee an Officers’
Certificate and, if so specified in the resolutions of the Board of
Directors or an indenture supplemental hereto relating to the
Securities of such Series, an opinion of an independent Argentine
legal counsel of nationally recognized standing in such tax
matters, stating that IRSA has or will become obligated to pay
Additional Amounts or Argentine Taxes as a result of such change or
amendment and that such obligation cannot be avoided by IRSA taking
reasonable measures available to it. The Trustee shall be entitled
to accept such certificate and, if so specified in the resolutions
of the Board of Directors or an indenture supplemental hereto
relating to the Securities of such Series, opinion of counsel as
sufficient evidence of the satisfaction of the conditions contained
in the second preceding sentence.


Section
11.4.  Redemption at the Option of
Holders


. In
the event that the terms of the Securities of any Series permit the
Holders thereof, at their option, to cause IRSA to repurchase such
Securities, upon the Holder of any Security giving to IRSA not more
than sixty (60) nor less than thirty (30) days’ notice (or
such other notice as is specified in the terms of such Securities)
in accordance with Section
12.5, which notice shall be irrevocable, IRSA shall, upon
the expiry of such notice, repurchase such Security, subject to,
and in accordance with, the terms of such Security on the date and
at the amount specified in or determined in the manner specified in
such Securities, in whole but not in part, together with accrued
interest (if any) to the date fixed for such repurchase. In
accordance with the provisions hereof relating to payment on
redemption at the option of IRSA, IRSA shall arrange with the
Trustee (and each Paying Agent for such purpose, if applicable) for
the provision of funds sufficient to make payments to such Holders
in respect of such repurchases from time to time.


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Defeasance


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


. IRSA
may at its option, by written notice executed by an Authorized
Person of IRSA delivered to the Trustee, elect to have either
Section 11.2 or
Section 11.3
applied to any Series of Securities, or to any portion of such
Series, as the case may be, 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 in U.S. dollars and have a fixed rate of
interest.


Section
11.6.  Total Defeasance


. If
IRSA 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 in U.S. dollars and having a fixed rate of
interest, as the case may be, IRSA shall be deemed to have been
discharged from its obligations with respect to such Securities on
the date the conditions set forth below 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 established
pursuant to Section
2.3) that IRSA shall be deemed to have paid and discharged
the entire indebtedness represented by such Securities and to have
satisfied all its other obligations under such Securities and this
Indenture insofar as such Securities are concerned (and IRSA and
the Trustee, upon the written request of IRSA, shall execute proper
instruments acknowledging the same), except for the following,
which shall survive until otherwise terminated or discharged
hereunder: (i) 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, (ii)
IRSA’s obligations under Sections 1.2, 2.10, 2.11, 3.2, 3.3, 3.4(b), 3.5, 3.13, 5.6, 5.10, 5.11 and 12.8; (iii) any other
provisions specified pursuant to the terms of the Securities
established pursuant to Section 2.3; and (iv) the
provisions of Section 1.2, Article V and this Article XI. Subject to
compliance with this Article XI, IRSA may exercise
its option under Section
11.1 to have this Section 11.2 apply to any
Securities notwithstanding the prior exercise of its option under
Section 11.1 to
have Section 11.3
apply to such Securities.


Section
11.7.  Partial Defeasance


. Upon
IRSA’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: (i) IRSA shall be
released from its obligations under Sections 3.14 and 3.15 and (ii) the occurrence of
any event with respect to such 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 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
(hereinafter, “partial defeasance”). For this purpose,
partial defeasance means that IRSA 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


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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 or in any other document, but the remainder of
IRSA’s obligations shall be unaffected thereby.


Section
11.8.  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 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, (A) freely transferable U.S. dollars,
or (B) 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 (C) 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 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 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 shall have delivered to
the Defeasance Trustee and the Trustee opinions of (A)


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(d)  independent U.S.
counsel of nationally recognized standing experienced in such tax
matters stating that (x) IRSA has received from, or there has been
published by, the U.S. Internal Revenue Service a ruling or (y)
since the date of this Indenture, 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
Holders of such Securities shall not recognize income, gain or loss
for U.S. federal income tax purposes as a result of such deposit,
total defeasance and discharge and shall 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 (B) independent Argentine
counsel of nationally recognized standing experienced in such tax
matters to the effect that the Holders 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.


(e)  in the case of an
election to have Section
11.3 apply to such Securities, IRSA shall have delivered to
the Defeasance Trustee and the Trustee opinions of independent U.S.
and Argentine counsel of nationally recognized standing experienced
in such tax matters to the effect that the Holders 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.


(f)  IRSA 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 future 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).


(g)  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).


(h)  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 is a party or by which it is bound, and
IRSA shall have delivered to the Trustee and the Defeasance Trustee
an Opinion of Counsel to that effect.


(i)  IRSA shall have
delivered to the Trustee and the Defeasance Trustee an
Officers’ 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.


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(j)  IRSA shall have
delivered to the Trustee and the Defeasance Trustee an Opinion of
Counsel to the effect that (i) the trust resulting from the deposit
does not constitute, or is qualified as, a regulated investment
company under the Investment Company Act of 1940, (ii) the Holders
have a valid first priority perfected security interest in the
trust funds, and (iii) 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
under either such statute, and either (A) the trust funds will no
longer remain the property of IRSA (and therefore, will not be
subject to the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights
generally) or (B) if a court were to rule under any such law in any
case or proceeding that the trust funds remained property of IRSA,
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 552(b) of the U.S.
Bankruptcy Law on interest on the trust funds accruing after the
commencement of a case under such statute.


(k)  IRSA 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.


(l)  IRSA 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
11.9.  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’s written request, be paid to IRSA; and the Holder
of such Security shall thereafter, as an unsecured general
creditor, look only to IRSA for payment thereof, and all liability
of the Defeasance Trustee with respect to such trust money shall
thereupon cease.


IRSA
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 pursuant to Section 11.4 or the principal,
premium and interest received in respect thereof,


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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 from time to time upon the written request of IRSA any
money or U.S. Government Obligations held by it on behalf of IRSA
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
11.10.  Reinstatement


. If
the Defeasance Trustee is unable to apply any money in accordance
with Section 11.2
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 under this Indenture and the
Securities with respect to which such money was deposited shall be
revived and reinstated as 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 Section 11.2 or 11.3; provided that if IRSA makes any
payment of principal of or any premium or interest on any such
Security following the reinstatement of its obligations, IRSA 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.


ARTICLE
XII





Miscellaneous


Section
12.1.  Conflict with Trust Indenture
Act


.
Subsequent to the qualification of this Indenture under the Trust
Indenture Act, if any provision hereof limits, qualifies or
conflicts with a provision of the Trust Indenture Act that is
required under such Act to be a part of and govern this Indenture,
the latter provision shall control. Subsequent to the qualification
of this Indenture under the Trust Indenture Act, if any provision
of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter
provision shall be deemed to apply to this Indenture as so modified
or to be excluded, as the case may be.


Section
12.2.  Shareholders, Officers and Directors
of IRSA Exempt from 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 or of any
successor, either directly or through IRSA 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


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Committee shall be
jointly and severally liable for damages to the Securityholders
arising from any violation of the Negotiable Obligations
Law.


Section
12.3.  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
12.4.  Successors and Assigns of IRSA Bound
by Indenture


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


Section
12.5.  Notices and Demands on IRSA, Trustee
and Securityholders


. Any
notice or demand 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 shall be sufficient for
every purpose hereunder if given or served by facsimile
transmission or by internationally recognized overnight courier
(except as otherwise specifically provided herein) addressed (until
another address of IRSA is filed by IRSA with the Trustee) to IRSA
Inversiones y Representaciones Sociedad Anónima, Bolívar
108 (C1066AAB) City of Buenos Aires, Argentina, Attention: Chief
Financial Officer, Telephone: 5411-4323-7400, Telecopy:
5411-4814-7875. Any notice, direction, request or demand by IRSA 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 writing and given or made at the Corporate Trust
Office by an internationally recognized courier.


All
notices regarding the Securities will be deemed to have been duly
given to the Holders of the Securities (i) if sent by first class
mail to them (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 (4th) Business Day after the date of such mailing, and for
notices mailed to Holders of Securities located in Argentina, upon
receipt, (ii) for so long as such Securities are listed on the BASE
and MAE, upon publication in the City of Buenos Aires in the
Bulletin of the BASE, MAE and in a widely circulated newspaper in
Argentina, and (iii) for so long as such Securities are listed on
the Luxembourg Stock Exchange for trading on the EuroMTF, upon
publication in a leading daily newspaper of general circulation in
Luxembourg (if such publication is not practicable however, notice
will be considered to be validly given if otherwise made in
accordance with the rules of the Luxembourg Stock 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 Global Securities, notices shall be sent
to DTC, Euroclear, Clearstream or, if the Securities of such Series
are listed on the Luxembourg Stock Exchange for trading on the
EuroMTF, the Luxembourg Stock Exchange, as the case may be, or
their nominees (or any successors), as the Holder thereof, and such
clearing agency or agencies will communicate such notices to their
participants in accordance with their standard
procedures.


In
addition, IRSA 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.


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


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 agrees to
give the Trustee the English text of any notice that IRSA 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.


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 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.


Section
12.6.  Officers’ Certificates and
Opinions of Counsel; Statements to Be Contained
Therein


. Upon
any application or demand by or on behalf of IRSA to the Trustee to
take any action under any of the provisions of this Indenture, IRSA
shall furnish to the Trustee an Officers’ 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 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, information with respect to which is in the
possession of IRSA, upon the certificate, statement or opinion of
or representations by an officer of officers of IRSA, unless such
counsel knows that the certificate, statement or opinion or
representations with respect to the matters upon which his
certificate, statement or opinion may be based as aforesaid are
erroneous.


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Every
certificate or opinion of an officer of IRSA 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 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, 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 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
12.7.  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 date fixed
for redemption or 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 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.


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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, and matters relating to the legal
requirements necessary in order for the Securities to qualify as
“obligaciones negociables” under Argentine law, shall
be governed by the Negotiable Obligations Law, together with the
Argentine Companies Law and other applicable Argentine laws and
regulations.


(a)  IRSA 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 BASE) under the
provisions of Article 38 of Argentine Decree No. 677/2001, 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 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 also agrees that final judgment in any
such suit, action or proceeding brought in such court shall be
conclusive and binding upon such party and may be enforced in any
court to the jurisdiction of which such party is subject by a suit
upon such judgment; provided that service of
process is effected upon IRSA in the manner specified
herein.


(b)  IRSA 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, 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.


(c)  IRSA 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
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 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


11924629
 104


(d)  or summonses in any
other manner permitted by applicable law or (ii) to require IRSA to
appoint such Process Agent prior to the issuance of the first
Series of Securities hereunder.


(e)  If a judgment or
order given or made by any court for the payment of any amount in
respect of any Security 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 will indemnify
the relevant Holder 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, 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 or under any such judgment or order.


Section
12.8.  Waiver of Jury
Trial


. EACH
PARTY 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
12.9.  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.


Section
12.10.  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
12.11.  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.


11924629
 105


IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed as of __________, 2010.


IRSA
INVERSIONES Y REPRESENTACIONES SOCIEDAD ANÓNIMA


By:___________________________________


Name:


Title:


THE
BANK OF NEW YORK MELLON, as Trustee, Co-Registrar, Principal Paying
Agent and Transfer Agent.


By:___________________________________


Name:


Title:


BANCO
SANTANDER RÍO S.A., as Registrar, Paying Agent, Transfer Agent
and Representative of the Trustee in Argentina.


By:___________________________________


Name:


Title:


By:___________________________________


Name:


Title:


11924629
 1


EXHIBIT A


FORM OF GLOBAL NOTE


Registered No.:
___________


CUSIP
No.: ___________


ISIN
No.: _____________


Registered Holder:
_____________





IRSA INVERSIONES Y REPRESENTACIONES SOCIEDAD ANONIMA


IRSA
Inversiones y Representaciones Sociedad Anónima was organized
as a corporation with limited liability (sociedad anónima)
under the laws of Argentina for a term expiring on April 5, 2043
and was registered on June 23, 1943 under No. 284, Page 29, Book
46, Volume A of the Public Registry of Commerce of the City of
Buenos Aires, Argentina, and its registered domicile is at Bolivar
108, City of Buenos Aires, Argentina.


GLOBAL NOTE


representing


[Currency]
[Aggregate principal amount]


NOTES
DUE [Stated Maturity Date]


[INCLUDE FOR A RULE
144A GLOBAL NOTE (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 INVERSIONES Y
REPRESENTACIONES SOCIEDAD ANÓNIMA (“IRSA”) THAT
THIS NOTE OR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) TO IRSA OR TO ANY
DEALERS APPOINTED BY IRSA 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


11924629
 2


AND
AGREES FOR THE BENEFIT OF IRSA 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 FOR A
REGULATION S GLOBAL NOTE (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 INVERSIONES Y
REPRESENTACIONES SOCIEDAD ANÓNIMA 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 NOTE: UNLESS (1) THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”)
TO IRSA INVERSIONES Y REPRESENTACIONES SOCIEDAD ANÓNIMA 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.]


[INCLUDE FOR A
EUROCLEAR/CLEARSTREAM GLOBAL NOTE: TRANSFERS OF THIS NOTE SHALL BE
LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO EUROCLEAR,
CLEARSTEAM, NOMINEES OF EUROCLEAR OR CLEARSTREAM OR TO A SUCCESSOR
TO EUROCLEAR OR CLEARSTREAM OR


11924629
 3


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.]


[IF
APPLICABLE: 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 $1000 OF PRINCIPAL AMOUNT


ORIGINAL ISSUE
DISCOUNT: $_______ PER $1000 OF PRINCIPAL AMOUNT


YIELD
TO MATURITY: ___.___%


ORIGINAL ISSUE
DATE: _________ ___, _____]


SERIES:


SPECIFIED
CURRENCY:


PRINCIPAL
AMOUNT:


ISSUE
DATE:


STATED
MATURITY:


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):


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


This
[Rule 144A] [Regulation S] Global Note (“Global Note”)
is issued in accordance with the Indenture dated as of July 20,
2010, among IRSA Inversiones y Representaciones Sociedad
Anónima, as issuer (“IRSA”), 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


11924629
 4


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 EuroMTF, 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 Note is a global security representing an issue of duly
authorized Notes of IRSA issued and to be issued in one or more
Series pursuant to the Indenture. This Global Note 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 in the Pricing
Supplement, and bearing interest on said Principal Amount at the
rate of interest specified in the Pricing Supplement.


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


IRSA,
for value received, hereby promises to pay [IF DTC GLOBAL NOTE
INSERT: Cede & Co.] [IF EUROCLEAR/CLEARSTREAM GLOBAL NOTE
INSERT NAME OF APPLICABLE NOMINEE] or its registered assigns, the
Principal Amount stated above (as adjusted pursuant to Schedule A
hereto) 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 Global Note is an original
issue discount Note, to pay interest from the Interest Commencement
Date of this Global 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 Note, 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 in the Pricing
Supplement on the Interest Payment Date or Dates specified in the
Pricing Supplement in each year, 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 of this Global 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
in the Pricing Supplement 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


11924629
 5


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
monthly, quarterly, semi annually or annually, or at such other
intervals, in each case as specified in the Pricing Supplement
under “Interest Period”, on the dates specified in the
Pricing Supplement 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 Note is exchangeable in whole or in part for duly executed
and issued Certificated Notes in the form set forth in the
Indenture, with the applicable legends as marked thereon, only if
such exchange complies with Section 2.10 of the Indenture.
Interests in this Global Note are exchangeable or transferable in
whole or in part for interests in a Regulation S Global Security of
the same Series or an Unrestricted Global Security, only if such
exchange or transfer complies with Section 2.10 of the
Indenture.


This
Global Note 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 Notes in respect of such Series issued pursuant to
the Indenture referred to on the face of this Note. For purposes of
the preceding sentence, the U.S. dollar equivalent of any Note or
Outstanding Note denominated in a Specified Currency other than
U.S. dollars will be determined on the basis of the Exchange Rate
as set forth in the Indenture and the Terms and
Conditions.


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 Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any
purpose.


This
Global 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, issuance and delivery
of the Notes by IRSA, and matters relating to the legal
requirements necessary in order for the Notes to qualify as
“obligaciones negociables” 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 and other applicable Argentine laws and
regulations.


11924629
 6


IN
WITNESS WHEREOF, IRSA Inversiones y Representaciones Sociedad
Anónima has caused this Global Note to be duly
executed.


Date:


IRSA
INVERSIONES Y REPRESENTACIONES SOCIEDAD ANÓNIMA


By:___________________________________


Name:


Title:
 Director


By:___________________________________


Name:


Title:
 Member of the
Supervisory
 Committee





CERTIFICATE OF
AUTHENTICATION


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





THE
BANK OF NEW YORK MELLON,


as
Trustee


By:___________________________________


Name:


Title:





11924629
 7





[ATTACH
TERMS AND CONDITIONS IN THE


FORM
SET FORTH IN EXHIBIT C TO THE INDENTURE]


[ATTACH
APPLICABLE PRICING SUPPLEMENT]


11924629
 8


SCHEDULE
A


DatePrincipal Amount of
Certificated Notes or other Global Notes issued in exchange for or
upon transfer of an interest in this Global NotePrincipal Amount of
this Global Note Redeemed or RepurchasedIncrease in
Principal Amount of this Note due to the exchange or transfer of
another Note (or an interest therein) for an interest in this
NoteRemaining Principal
Amount of this Global NoteNotation made on
behalf of the Trustee by





11924629
 9


EXHIBIT B


FORM OF CERTIFICATED NOTE


CUSIP
No.: ____________


ISIN
No.: ______________





IRSA INVERSIONES Y REPRESENTACIONES SOCIEDAD ANONIMA


IRSA
Inversiones y Representaciones Sociedad Anónima was organized
as a corporation with limited liability (sociedad anónima) under
the laws of Argentina for a term expiring on April 5, 2043 and was
registered on June 23, 1943 under No. 284, Page 29, Book 46, Volume
A of the Public Registry of Commerce of the City of Buenos Aires,
Argentina, and its registered domicile is at Bolivar 108, City of
Buenos Aires, Argentina.


CERTIFICATED NOTE


representing


[Currency]
[Aggregate principal amount]


NOTES
DUE [Stated Maturity Date]


[INCLUDE THE
FOLLOWING PARAGRAPHS IF THIS NOTE 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 INVERSIONES Y
REPRESENTACIONES SOCIEDAD ANÓNIMA (“IRSA”) THAT
THIS NOTE OR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) TO IRSA OR TO ANY
DEALERS APPOINTED BY IRSA 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
IRSA THAT IT WILL NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE
RESALE RESTRICTIONS REFERRED TO ABOVE.


11924629
 10


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


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


[IF
APPLICABLE: 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 $1000 OF PRINCIPAL AMOUNT


ORIGINAL ISSUE
DISCOUNT: $________ PER $1000 OF PRINCIPAL AMOUNT


YIELD
TO MATURITY: ___.__%


ORIGINAL ISSUE
DATE: _______ ___, ____]


SERIES:


SPECIFIED
CURRENCY:


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):


OTHER
TERMS AND CONDITIONS:


This
Note is issued in accordance with the Indenture dated as of July
20, 2010, among IRSA Inversiones y Representaciones Sociedad
Anónima, as issuer (“IRSA”), The Bank of New York
Mellon, as trustee (the “Trustee”), co-registrar,
paying agent and transfer agent and


11924629
 11


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 EuroMTF, 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 incorporated by reference
herein and the terms and conditions set forth in the attached
Pricing Supplement, the terms and conditions in the attached
Pricing Supplement will prevail. Terms used but not defined herein
are used as defined in the Pricing Supplement or, if not defined
therein, in the Indenture and the Terms and
Conditions.


IRSA,
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 Note, 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 Note, 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 in the Pricing Supplement on the
Interest Payment Date or Dates specified in the Pricing Supplement
in each year, commencing, unless otherwise specified in the Pricing
Supplement, 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 in the Pricing Supplement
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 monthly, quarterly, semi annually or
annually, or at such other intervals, in each case as specified in
the Pricing Supplement under “Interest Period”, on the
dates specified in the Pricing Supplement 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.


11924629
 12


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 Notes in respect of such Series issued pursuant to the
Indenture referred to on the face of this Note. For purposes of the
preceding sentence, the U.S. dollar equivalent of any Note or
Outstanding Note denominated in a Specified Currency other than
U.S. dollars will be determined on the basis of the Exchange Rate
as set forth in the Indenture and the Terms and
Conditions.


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, issuance and delivery
of the Notes by IRSA, and matters relating to the legal
requirements necessary in order for the Notes to qualify as
“obligaciones negociables” 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 and other applicable Argentine laws and
regulations.


11924629
 13


IN
WITNESS WHEREOF, IRSA Inversiones y Representaciones Sociedad
Anónima has caused this Note to be duly executed.


Date:


IRSA
INVERSIONES Y REPRESENTACIONES SOCIEDAD ANÓNIMA


By:___________________________________


Name:


Title:


By:___________________________________


Name:


Title:





CERTIFICATE OF
AUTHENTICATION


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





THE
BANK OF NEW YORK MELLON,


as
Trustee


By:___________________________________


Name:


Title:





11924629
 14





[ATTACH
TERMS AND CONDITIONS IN THE


FORM
SET FORTH IN EXHIBIT C TO THE INDENTURE]


[ATTACH
APPLICABLE PRICING SUPPLEMENT]


11924629
 15


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 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.





11924629
 16


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 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
or any affiliate of IRSA has not acquired this Note during such
one-year period), the undersigned confirms that without utilizing
any general advertising or general solicitation:


(check
one)


(a)  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


(b)  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


(c)  This Note is being
transferred to a Dealer or to IRSA; or


(d)  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.


11924629
 17


(e)  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.


11924629
 18


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
Notes are to be issued under an Indenture, dated as of July 20,
2010 (as amended, supplemented or otherwise modified from time to
time, the “Indenture”), among IRSA, 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
Notes 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 Notes, including the definitions therein
of certain terms. Capitalized terms not otherwise defined herein
shall have the meanings given to them in the
Indenture.


Notes
may be issued from time to time in one or more Series under the
Indenture. The particular terms of each issue of Notes, including,
without limitation, the date of issue, issue price, currency of
denomination and payment, maturity, interest rate or interest rate
formula, if any, and, if applicable, redemption, repayment and
index provisions, will be set forth for each such issue in the
Notes and in the applicable Pricing Supplement. With respect to any
particular Note, the description of the Notes herein is qualified
in its entirety by reference to, and to the extent inconsistent
therewith is superseded by, such Note and the applicable Pricing
Supplement.


The
Notes will qualify as “obligaciones negociables” under
the Negotiable Obligations Law and the Joint Resolutions and will
be entitled to the benefits set forth therein and subject to the
procedural requirements thereof. The Notes will rank at all times
pari passu in right of payment with all other existing and future
unsecured and unsubordinated indebtedness of IRSA (other than
obligations preferred by statute or by operation of
law).


Unless
previously redeemed, a Note will mature on the date (the
“Stated Maturity”) no less than thirty (30) days from
its date of issue as specified on the face thereof and in the
applicable Pricing Supplement.


Each
Note 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 each Note will be
made in the


11924629
 19


applicable
Specified Currency; provided that in certain
circumstances, as may be described in the applicable Pricing
Supplement, payments on any such Note 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.


Each
Note will bear interest, if any, at the interest rate or interest
rate formula set forth in the applicable Pricing Supplement. Unless
otherwise indicated in the applicable Pricing Supplement, each Note
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
Notes 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 Notes 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 admits, apply to such
Dual Currency or Indexed Notes. References herein to Notes
denominated in a Specified Currency shall, unless the context
otherwise requires, include Dual Currency Notes payable in such
Specified Currency.


The
Notes may be issued as Original Issue Discount Notes. An
“Original Issue Discount Note” or “OID
Note”, including 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 Notes
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.


If
specified in the applicable Pricing Supplement with respect to a
Series of Notes, IRSA may from time to time, without the consent of
Holders of Notes outstanding, create and issue additional Notes of
such Series provided such additional Notes have the same terms and
conditions as the Notes of that Series (except for the date of
issue, the issue price, the applicable legends and, if applicable,
the first payment of interest) and the additional Notes shall form
a single Series with the previously outstanding Series of
Notes.


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


11924629
 20


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.


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


11924629
 21


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.


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.


11924629
 22


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 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 Notes
listed on the Luxembourg Stock Exchange for trading on the EuroMTF,
no later than the first day of the relevant Interest Reset Period.
Such notice will be in accordance with the provisions of the Notes
relating to notices to Holders of Notes. 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.


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, as specified in
the applicable Pricing Supplement:


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
“LIBOR” on the Reuters Monitor Money Rates Service (or
such other page as may replace the LIBOR page on that service for
the purpose of displaying London interbank offered rates of major
banks for deposits in the Specified Currency) (“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 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


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
3740 or Page 3750, as applicable, on the Dow


11924629
 23


Jones
Telerate 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) (each a “Telerate 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 “Reuters Screen LIBOR Page” nor a
“Telerate Page” is specified in the applicable Pricing
Supplement, LIBOR will be determined as if a Telerate 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 the
Reuters Screen LIBOR Page as described in (i)(a) above, or on which
no rate appears on Telerate Page 3740 or 3750, as the case may be,
as described in (i)(b) above, as applicable, LIBOR will be
determined by the Independent Financial Advisor on the basis of the
rates 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 the Independent Financial
Advisor (after consultation with IRSA) 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’s
judgment is representative for a single transaction in such market
at such time (a “Representative Amount”). The
Independent Financial Advisor will request the principal London
office of each of such banks to provide a quotation of its rate. 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 to the Independent Financial Advisor 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 the Independent Financial Advisor (after consultation
with IRSA), for loans in the Specified Currency to leading European
banks having the specified Index Maturity commencing on the
Interest Reset Date and in a Representative Amount; provided that if fewer than
three (3) banks selected as aforesaid by the Independent Financial
Advisor 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


11924629
 24


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 on 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 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 Independent Financial Advisor 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 Independent Financial
Advisor 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 by three leading primary United States government securities
dealers selected by the Independent Financial Advisor with
IRSA’s approval (such approval not to be unreasonably
withheld) 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 the Independent Financial Advisor with
IRSA’s approval (such approval not to be unreasonably
withheld) 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


11924629
 25


General


Interest (and
principal, if any, payable other than at Stated Maturity or upon
acceleration or redemption) shall be paid 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 Notes 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 paid
to the Person to whom principal will be payable; provided further, that if and to the
extent IRSA 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 Notes are registered at the end
of a subsequent record date established by IRSA by notice given by
mail by or on behalf of IRSA to the Holders of the Notes 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.


Payments 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 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 Notes 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
Notes, shall be entitled to receive payments of interest by wire
transfer of immediately available funds, (b) 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 Notes 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 premiums, 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 Notes shall remain in effect with respect to
any future payments with respect to such Notes payable to such
Holder


11924629
 26


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 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 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
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
Holder of such Note, a


11924629
 27


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 Notes, Notes
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 with respect to payments on such
Notes 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’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, 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 Notes 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, 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 a 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,
interest, Additional Amounts or 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 Notes denominated in a Specified Currency other than
U.S. dollars that are registered in the name of a broker
or


11924629
 28


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, 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).


11924629
 29


EXHIBIT D


FORM OF CERTIFICATE FOR EXCHANGE OR TRANSFER


FROM
RULE 144A GLOBAL NOTE TO REGULATION S


GLOBAL
NOTE DURING THE DISTRIBUTION COMPLIANCE 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, 4E


New
York, New York 10286


Attention:
Corporate Trust Department


Re:
 IRSA Inversiones y
Representaciones Sociedad Anónima [Describe Notes] (the
“Securities”)


Reference is hereby
made to the Indenture dated as of July 20, 2010 (the
“Indenture”), among IRSA Inversiones y Representaciones
Sociedad Anónima (“IRSA”), 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 Securities
that are held as a beneficial interest in the Rule 144A Global
Security (CUSIP No. ______) with DTC in the name of [transferor]
(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. _____) to be held with [Euroclear] [Clearstream] (Common Code
No. __________; ISIN No. _____________) through DTC.


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 our 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;


11924629
 30


(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.


To the
extent applicable, the forms 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.


[Insert
name of Transferor]


By:___________________________________


Name:


Title:





Dated:
 ____________,
200__


11924629
 31


EXHIBIT E


FORM OF CERTIFICATE FOR EXCHANGE


OR
TRANSFER FROM RULE 144A


GLOBAL
NOTE TO REGULATION S


GLOBAL
NOTE AFTER THE DISTRIBUTION COMPLIANCE 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, 4E


New
York, New York 10286


Attention:
Corporate Trust Department


Re:
 IRSA Inversiones y
Representaciones Sociedad Anónima [Describe Notes] (the
“Securities”)


Reference is hereby
made to the Indenture dated as of July 20, 2010 (the
“Indenture”), among IRSA Inversiones y Representaciones
Sociedad Anónima (“IRSA”), 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 Securities
that are held as a beneficial interest in the Rule 144A Global
Security (CUSIP No. ______) with DTC in the name of [transferor]
(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. _____) to be held with [Euroclear] [Clearstream] (Common Code
No. __________; ISIN No. _____________) through DTC.


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 our
behalf knows that the transaction was pre-arranged with a
transferee in the United States or (iii) the transferee is outside
the United States,


11924629
 32


(3)  or the Transferor
and any person acting on its behalf reasonably believes that the
transferee is outside the United States;


(4)  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;


(5)  the additional
conditions set forth in Rule 903(b) or 904(b), as applicable, have
been satisfied; and


(6)  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.


[Insert
name of Transferor]


By:___________________________________


Name:


Title:


Dated:
_________, 200___


11924629
 33


EXHIBIT F


FORM OF CERTIFICATE FOR EXCHANGE


OR
TRANSFER FROM REGULATION S


GLOBAL
NOTE TO RULE 144A GLOBAL NOTE


(Exchanges or
Transfers pursuant to


Section
2.10(c)(ii) of the Indenture)


The
Bank of New York Mellon


as
Trustee


101
Barclay Street, 4E


New
York, New York 10286


Attention:
Corporate Trust Department


Re:
 IRSA Inversiones y
Representaciones Sociedad Anónima [Describe Notes] (the
“Securities”)


Reference is hereby
made to the Indenture dated as of July 20, 2010 (the
“Indenture”), among IRSA Inversiones y Representaciones
Sociedad Anónima (“IRSA”), 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 Securities
that are held as a beneficial interest in the Regulation S Global
Security (CUSIP No. _____) to be held with [Euroclear]
[Clearstream] (Common Code No. __________; ISIN No. _____________)
through DTC in the name of [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. ______) with DTC.


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 Notes 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 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.


11924629
 34


This
certificate and the statements contained herein are made for your
benefit and the benefit of IRSA.


[Insert
name of Transferor]


By:___________________________________


Name:


Title:





Dated:
 ____________,
200_














11924629
 35