Alto Palermo S.A. (APSA)

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Exhibit C Page 9 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 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.
NEWYORK 6033603 v8 (2K) 9
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United States SECURITIES AND EXCHAN
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Table of Contents ALTO PALERMO S.A.
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(d) Selling Shareholders...........
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DISCLOSURE REGARDING FORWARD-LOOKIN
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differences between the tax basis a
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CPCECABA issued revised accounting
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As of and for the year ended June 3
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Exchange Rates In April 1991, Argen
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stabilized. However, inflationary p
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Additional controls could have a ne
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located. All of our shopping center
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Our ability to grow will be limited
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We are subject to great competitive
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• adverse changes in the regional
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Due to the currency mismatches betw
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ITEM 4. Information on the Company
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During fiscal year 2007 we had capi
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company primarily engaged in the ac
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(3) We have a 85% equity interest i
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Alto Palermo.......................
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Tenant mix of Abasto The following
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The following table describes Alto
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Alto Avellaneda’s five largest te
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Buenos Aires Design, City of Buenos
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Lease expirations for Buenos Aires
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Revenues from admission rights (2)
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following periods: Revenues: 53 Fis
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Type of Business Gross Leasable Are
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Tenant Type of Business Gross Lease
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The following table sets forth cert
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Residential Complexes Torres de Aba
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We manage and operate each of the s
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Related Business Credit Card Operat
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The table below sets forth informat
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Portfolio Status 69 As of June 30,
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71 As of June 30, 2005 2006 2007 (i
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Company Shopping Center Location (1
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Company Shopping Center Location (1
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Ps.200,000 and 90 percent of purcha
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On February 4, 2003, the Executive
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ecognized professional organization
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(1) We own a 100% interest in Empal
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The following Operating and Financi
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Impairment of long-lived assets As
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notes (the "Convertible Notes") in
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abolished the fixed parity between
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A general description of each segme
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As of and for the year ended June 3
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Operating Results Fiscal Year 2007
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Gross Profit Due to the factors abo
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Credit Card Operations. Selling exp
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2006 to a net loss of Ps.19.5 milli
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consequence of the sale of the Alco
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elated to the increase of our reven
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from the same segment. Operating in
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Revenues increased 60.7%, from Ps.
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fiscal year ended June 30, 2005. Th
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to the previous period. Other. Admi
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majority of which is held by our ma
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Fiscal Year 2006. The net cash used
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Convertible Notes due 2014 On Augus
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Neuquén Project. On September 20,
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advertising campaigns at the nation
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of Banco Hipotecario, E-Commerce La
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Puerto Retiro S.A., Tarshop S.A. an
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Name Date of birth Position 131 Cur
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Audit Committee In accordance with
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conditions were left unchanged. The
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B. Related Party Transactions Lease
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The Convertible Notes originally ma
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the shopping center. On August 15,
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Year declared Cash dividends Stock
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Fiscal Year 2005 Buenos Aires Stock
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MERVAL The MERVAL is a corporation
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August 28, 2087. Article 4 of our b
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supervisory committee; • dividend
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A shareholder who votes on a matter
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NASDAQ Standards for U.S. companies
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NASDAQ Standards for U.S. companies
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• Argentine individuals and compa
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has to be made with the resulting p
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• a dealer in securities or curre
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• are obligated to make payments
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of holding the shares or ADS if we
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Minimum Presumed Income Tax (Impues
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Interest Rate Risk Our exposure to
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expenses in Ps. 0,3 million annuall
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ITEM 12. Description of Securities
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engagements, such as the review of
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Santander Río S.A. as Registrar, P
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Alto Palermo S.A. (APSA) Index to C
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ASSETS Alto Palermo S.A. (APSA) Con
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Alto Palermo S.A. (APSA) Consolidat
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Supplemental cash flow information
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Alto Palermo S.A. (APSA) Notes to t
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3. Significant accounting policies
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4. Breakdown of the main captions a
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5. Shareholders' equity a. Common s
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9. Segment information General info
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9. Segment information (continued)
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Assets 10. Additional information o
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13. Earnings per share Alto Palermo
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18. Subsequent events (continued) T
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Properties: Principal account 20. O
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20. Other financial statement infor
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20. Other financial statement infor
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DOCUMENT 25,257,215 - Florida 537 -
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-----------------------------------
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U.S. Trust Indenture Act Section Ce
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Note: This reconciliation and tie s
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Table of Contents (Continued) ARTIC
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Table of Contents (Continued) Secti
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convertible, at any time, at the op
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“Argentine GAAP ” has the meani
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Settlement Date”); provided furth
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the date of such determination (the
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agreement executed in connection wi
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include any principal or other amou
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“Payment Date” means, with resp
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“Rating Agency” means any one o
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custodian for DTC, and registered i
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(1) the then outstanding aggregate
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permitted by applicable law, the Se
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available funds to the Trustee, for
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(7) the right or obligation, if any
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NEWYORK 6033603 v8 (2K) 27
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the principal amount of Securities
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NEWYORK 6033603 v8 (2K) 30
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authenticate and deliver or cause t
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nothing herein shall prevent APSA,
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The Trustee or Transfer Agents shal
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payment, transfer or exchange, in a
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pursuant to this Section 3.4(b) or
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fiduciary or partnership or limited
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NEWYORK 6033603 v8 (2K) 43
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Section 3.12. Other Information. Fo
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(h) Indebtedness arising from the h
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(in integral multiples of US$1,000)
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accordance with the terms thereof,
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and payable on any such Security fo
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Section 4.6. Limitations on Suits b
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Section 4.9. Control by Securityhol
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(4) none of the provisions containe
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compensation of a trustee of an exp
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NEWYORK 6033603 v8 (2K) 61
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predecessor Trustee shall apply onl
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governing the exercise of the right
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Page 359 and 360: Section 8.1. APSA May Consolidate,
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Page 363 and 364: If less than all the Securities of
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Page 367 and 368: Section 3(a)(2) of the Securities A
Page 369 and 370: (k) APSA shall have paid the Truste
Page 371 and 372: sufficiently given or made, for all
Page 373 and 374: Any certificate or opinion of any i
Page 375 and 376: NEWYORK 6033603 v8 (2K) 88
Page 377 and 378: IN WITNESS WHEREOF, the parties her
Page 379 and 380: Exhibit A Page 2 THAT IT WILL NOTIF
Page 381 and 382: and Conditions ”) and the terms a
Page 383 and 384: Exhibit A Page 6 IN WITNESS WHEREOF
Page 385 and 386: Date NEWYORK 6033603 v8 (2K) Princi
Page 387 and 388: Exhibit B Page 2 THE FOREGOING LEGE
Page 389 and 390: As used herein, the term “Holder
Page 391 and 392: NEWYORK 6033603 v8 (2K) [ATTACH TER
Page 393 and 394: transfers unto FORM OF TRANSFER [In
Page 395 and 396: FORM OF REVERSE OF SECURITIES—TER
Page 397 and 398: Interest Rate General Exhibit C Pag
Page 399 and 400: Exhibit C Page 5 Currency amounts u
Page 401 and 402: Exhibit C Page 6 respect to such In
Page 403: Exhibit C Page 8 Interest Reset Dat
Page 407 and 408: Exhibit C Page 11 Additional Amount
Page 409 and 410: Exhibit D Page 2 (4) the additional
Page 411 and 412: (3)no directed selling efforts have
Page 413 and 414: Exhibit F Page 2 This certificate a
Page 415 and 416: (iv) THE PARTIES have entrusted Del
Page 417 and 418: Alto Palermo S.A. (APSA)-----------
Page 419 and 420: Insurance -------------------------
Page 421 and 422: I, Alejandro G. Elsztain, certify t
Page 423 and 424: EXHIBIT 13.1 CERTIFICATION OF CHIEF
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Alto Palermo S.A. (APSA)

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