US$75000000 Lupatech Finance Limited - Banco Best

The guarantees will be senior unsecured obligations of each of
the Guarantors ranking:
• equal in right of payment to other existing and future
senior unsecured debt of that Guarantor;
• senior in right of payment to any subordinated debt of that
Guarantor; and
• effectively subordinated to debt and other liabilities
(including subordinated debt and trade payables) of that
Guarantor’s subsidiaries and to secured debt of that
Guarantor and its subsidiaries to the extent of such
security.
Optional redemption..................................................Lupatech Finance may, at its option, redeem the bonds, in
whole or in part, on any interest payment date on or after
July 10, 2012, at 100% of the principal amount plus accrued
interest and additional amounts, subject to a minimum amount
of the bonds remaining outstanding if a redemption is made in
part. See “Description of the Bonds—Redemption—Optional
Redemption.”
Tax redemption..........................................................Lupatech Finance may redeem the bonds, in whole but not in
part, at 100% of their principal amount plus accrued interest and
additional amounts, if any, upon the occurrence of specified
events relating to the applicable tax law. See “Description of the
Bonds—Redemption—Tax Redemption.”
Additional amounts....................................................All payments in respect of the bonds or the guarantees, as
applicable, will be made without withholding or deduction for
any Cayman Islands, Brazilian, Argentine or other applicable
jurisdiction’s taxes or other governmental charges unless such
withholding or deduction is required by law. In the event we are
required to withhold or deduct amounts for any Cayman
Islands, Brazilian, Argentine or other applicable jurisdiction’s
taxes or other governmental charges, Lupatech Finance, in
respect of the bonds, and the Guarantors, in respect of the
guarantees, will pay such additional amounts as may be
necessary in order that the amount you receive will equal the
amount that you would have received if no withholding tax or
deduction had been applicable, subject to certain exceptions set
forth under “Description of the Bonds—Additional Amounts.”
Covenants ..................................................................The indenture limits the creation of liens and will permit
Lupatech to consolidate or merge with, or transfer all or
substantially all of its assets to, another person only if it
complies with certain requirements.
However, these limitations are subject to a number of important
exceptions. See “Description of the Bonds—Covenants.”
Events of default........................................................The indenture will set forth the events of default applicable to
the bonds, including an event of default triggered by crossacceleration
of other debt in an amount of US$30 million or
more.
Further issuances .......................................................Lupatech Finance may from time to time without notice to or
consent of the holders of the bonds create and issue an
unlimited principal amount of additional bonds of the same
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