Alto Palermo S.A. (APSA)

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 2.13 hereof) unless:
(i) in the case of Certificated Securities issued pursuant to Section 2.10(b)(ii), the
provisions of clause 2 thereof shall have been satisfied; or
(ii) in any other case there is delivered to APSA and the Trustee such satisfactory
evidence, which may include an opinion of New York counsel, as may be reasonably
required by APSA (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 APSA, 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 APSA or an
Affiliate of APSA 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.
(e) Prior to satisfaction of the applicable requirements in this Section 2.10 for
registration of transfer, APSA, 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.
(f) 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 2.11. Mutilated, Defaced, Destroyed, Stolen and Lost Securities;
Cancellation and Destruction of Securities. APSA 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 APSA that any
Security was mutilated, defaced, destroyed, stolen or lost, together with such indemnity as the
Trustee and APSA 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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