Alto Palermo S.A. (APSA)

or (i) any other Lien on the assets of APSA; provided that on the date of the creation or
assumption of such Lien, the Indebtedness secured by such Lien, toge ther with all of APSA’s
Indebtedness secured by any Lien under this clause, will have an aggregate principal amount
outstanding of no greater than 15% of APSA’s total consolidated assets as set forth in the
consolidated financial statements for its most recent fiscal quarter.
“Person” means an individual, partnership, limited partnership, corporation,
company, limited liability company, unincorporated organization, trust or joint venture, or a
governmental agency or political subdivision thereof.
“Ps.” and “Pesos” means the currency of Argentina.
“Preferred Stock ” of any Person means any Capital Stock of such Person that has
preferential rights over any other Capital Stock of such Person with respect to dividends,
distributions or redemptions or upon liquidation.
“Pricing Supplement” means a pricing supplement to the Offering Memorandum
setting forth details of the terms of the Securities 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 APSA
and the relevant Dealers (and, to the extent that their respective duties or obligations are affected
thereby, the Trustee and Agents).
“Principal” whenever used with reference to the Securities or any Security or any
portion thereof, shall be deemed to include premium, if any, and redemption amount, if any, and
in the case of original issue discount Securities, the Amortized Face Amount or other amount
payable in respect thereof.
“Principal Paying Agent ” has the meaning set forth in the preamble to this
Indenture and any successors and assigns thereto.
“Process Agent ” has the meaning set forth in Section 12.8.
“Program” has the meaning set forth in the first recital of this Indenture.
“Purchase Money Indebtedness” means Indebtedness Incurred for the purpose of
financing all or any part of the purchase price, or other cost of construction or improvement of
any property; provided that the aggregate principal amount of such Indebtedness does not exceed
the lesser of the Fair Market Value of such property or such purchase price or cost, including any
Refinancing of such Indebtedness that does not increase the aggregate principal amount (or
accreted amount, if less) thereof as of the date of Refinancing.
“Qualified Institutional Buyer” means a qualified institutional buyer within the
meaning of Rule 144A.
“Qualified Merger Jurisdiction” means any of (i) Argentina; (ii) the United States,
any State thereof or the District of Columbia; (iii) any member state of the European Union; or
(iv) any other nation that has an Investment Grade Rating on its sovereign debt rating from two
(2) or more Rating Agencies.
NEWYORK 6033603 v8 (2K)
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