Buenos Aires, 20 de julio de 2018

Señores

Comisión Nacional de Valores

Bolsa de Comercio de Buenos Aires

Mercado Abierto Electrónico

Presente

Ref.: Industrias Metalúrgicas Pescarmona S.A.I.C. y F. Hecho Relevante.

De mi mayor consideración:

Me dirijo a Uds. en mi carácter de Responsable de Relaciones con el Mercado de Industrias Metalúrgicas Pescarmona S.A.I.C. y F. (en trámite de cambio de denominación social a “IMPSA S.A.”, en adelante, “IMPSA” o la “Sociedad”), en relación con los Hechos Relevantes de fechas 15 de septiembre de 2014 (4-246361-D), 10 de junio de 2015 (4-312382-D), 11 de noviembre de 2015 (4-346916-D), 30 de noviembre de 2015 (4-350527-D), 23 de Diciembre de 2015 (4-356762-D), 20 de julio de 2016 (4-405138-D), 22 de septiembre de 2016 (4-422232-D), 11 de noviembre de 2016 (4-434699-D), 14 de diciembre de 2016 (4-442047-D); 2 de enero de 2017 (4-445708-D), 27 de enero de 2017 (4-451534-D y 4-451532-D), 9 de febrero de 2017 (4-455571-D), 15 de febrero de 2017 (4-456800-D), 20 de febrero de 2017 (4-456800-D), 21 de febrero de 2017 (4-459632-D y 4-459167-D), 6 de marzo de 2017 (4-453776-D), 15 de mayo de 2017, 5 de junio de 2017 (4-491129-D), 16 de junio de 2017 (4-494576-D), 29 de agosto de 2017 (4-514539-D), 30 de noviembre de 2017 (4-541258-D); 31 de enero de 2018 (4-554685-D), 20 de abril de 2018 (4-568182-D), 27 de abril de 2018 (4-569743-D) y 14 de junio de 2018 (4-576907-D) todos relacionados al proceso de reestructuración de su deuda bajo la normativa aplicable (la “Reestructuración”). Los términos en mayúsculas no definidos en el presente tendrán el significado detallado en el APE.

En relación con la oferta realizada por IMPSA y Venti S.A. (“Venti” y, conjuntamente con IMPSA, las “Compañías”) de Acuerdo Preventivo Extrajudicial (según fuera modificado, el “Acuerdo” o el “APE”) respecto de la Deuda Elegible de las Compañías, tal como fuera oportunamente informado, el 14 de junio de 2018 se dio inicio al procedimiento de entrega de la Nueva Deuda a los Acreedores Alcanzados (a) que son titulares de Obligaciones Negociables simples, no convertibles en acciones, emitidas por IMPSA como Clase I por un monto de capital total de hasta U$S 225.000.000 (Dólares Estadounidenses doscientos veinticinco millones), a una tasa de interés fija del 11,25% nominal anual, con vencimiento el 22 de octubre de 2014, emitidas con fecha 22 de octubre de 2007, bajo el Suplemento de Precio de fecha 27 de septiembre de 2007, autorizado por la CNV con fecha 27 de septiembre de 2007 en el marco del Programa Global de Emisión de Títulos de Deuda para la emisión de obligaciones negociables en una o más clases hasta un monto de capital total en cualquier momento en circulación de U$S 500.000.000, emitidas de acuerdo con el Contrato de Fideicomiso (Intendure) de fecha 22 de octubre de 2007 (la “ON Clase I”), a los cuales les corresponde recibir Nueva Deuda en la forma de OBLIGACIONES NEGOCIABLES CLASE VI DENOMINADAS Y PAGADERAS EN DÓLARES ESTADOUNIDENSES “DISCOUNT” (CON DESCUENTO), A TASA FIJA, CON VENCIMIENTO EL 30 DE DICIEMBRE DE 2025, conforme el Suplemento de Precio de fecha 24 de abril de 2018 publicado en dicha fecha (el “Suplemento de Precio”), y (b) que son titulares de Títulos Senior 10,375% con Vencimiento en 2020 (10.375% Senior Notes Due 2020) emitidos por WPE International Coöperatief U.A. y garantizados por IMPSA, Venti y Wind Power Energía S.A. (los “Bonos 2020”) a los cuales les corresponde recibir nueva deuda en forma de títulos en serie sin oferta pública en la Argentina, conforme el APE.

Tal como se describe en el Suplemento de Precio, la entrega de la Nueva Deuda a los Acreedores Alcanzados detallados precedentemente, se realizará previa entrega a D.F. King & Co., Inc. (el “Agente de Liquidación”) en sus oficinas ubicadas en 48 Wall Street, Piso 22, Nueva York, Nueva York, 10005, Estados Unidos de América, o a IMSPA, en sus oficinas ubicadas en Reconquista 1056 Piso 7, Ciudad Autónoma de Buenos Aires, de una Carta de Certificación o una Carta de Instrucción, según se detalla en las Instrucciones de Liquidación que se adjuntan como Anexo I al presente en castellano o y como Anexo II en idioma inglés. Por el presente se informa que el plazo originalmente previsto para la entrega de una Carta de Certificación o de una Carta de Instrucción, que vencía el 19 de julio de 2018, fue prorrogado hasta el 3 de agosto de 2018.

Asimismo, se recuerda a los tenedores de ON Clase I que, en caso de ser titulares de dichos valores negociables a través del depósito en Caja de Valores S.A., deberán contactar a dicha institución a los efectos de realizar los trámites que ésta solicite para la entrega de la Carta de Certificación al Agente de Liquidación y para la acreditación de la Nueva Deuda.

Cabe destacar que, al día 19 de julio de 2018 se recibieron (i) Cartas de Certificación o Cartas de Instrucción de parte de tenedores de, aproximadamente, un monto de capital de US$ 18.8000.000 de ON Clase I, lo cual representa un 85,44% del capital total de las ON Clase I existentes, y (ii) Cartas de Certificación o Cartas de Instrucción de parte de tenedores de, aproximadamente, un monto de capital de US$ 364.400.000 de Bonos 2020, lo cual representa un 93,43% del capital total de los Bonos 2020 existentes.

Para obtener mayor información deben dirigirse a la Sociedad en los siguientes domicilios: (a) Ciudad de Mendoza: domicilio Carril Rodriguez Peña 2451, Godoy Cruz, Mendoza, Teléfono: (0261) 413-1300, (b) Ciudad Autónoma de Buenos Aires: Reconquista 1056 piso 7mo, e-mail: [email protected], Teléfono: 5071-0800.

Sin otro particular, saludo a Uds. muy atentamente.

Hernan H. Iglesias

Responsable de Relaciones con el Mercado

ANEXO I

Instrucciones de Liquidación

Resumen

Los Acreedores Alcanzados tenedores de las Obligaciones Negociables simples, no convertibles en acciones, emitidas por IMPSA como Clase I por un monto de capital total de hasta U$S 225.000.000 (Dólares Estadounidenses doscientos veinticinco millones), a una tasa de interés fija del 11,25% nominal anual, con vencimiento el 22 de octubre de 2014, emitidas con fecha 22 de octubre de 2007, bajo el Suplemento de Precio de fecha 27 de septiembre de 2007, autorizado por la CNV con fecha 27 de septiembre de 2007 en el marco del Programa Global de Emisión de Títulos de Deuda para la emisión de obligaciones negociables en una o más clases hasta un monto de capital total en cualquier momento en circulación de U$S 500.000.000, emitidas de acuerdo con el Contrato de Fideicomiso (Intendure) de fecha 22 de octubre de 2007, según fuera modificado y ordenado con fecha 30 de septiembre de 2010 entre IMPSA como emisora, y Deutsche Bank Trust Company Americas, como fiduciario (trustee) CUSIP Rule 114A: 45647V AGO / Reg S: P5537S AD4, ISIN Rule 144A: US45647VAGO5 / Reg S: USP5537SAD47 (las “Obligaciones Negociables Clase I”), y los Acreedores Alcanzados tenedores de los títulos emitidos por WPE INTERNATIONAL COÖPERATIEF U.A.’S denominados 10.375% SENIOR NOTES DUE 2020 CUSIP/ISIN 92935N AA4 / US92935NAA46 CUSIP/ISIN N96616 AA0 / USN96616AA001 bajo el Contrato de Fideicomiso Modificado y Ordenado (Amended and Restated Indenture) de fecha 27 de diciembre de 2013, entre WPE International Coöperatief U.A. como emisora, Venti S.A., Wind Power Energia S.A., e IMPSA, como garantes y Deutsche Bank Trust Company Americas, como fiduciario (trustee) (los “Bonos 2020” y, conjuntamente con las Obligaciones Negociables Clase I, los “Títulos Existentes”), incluyendo los tenedores que oportunamente consintieron a la Oferta de Acuerdo Preventivo Extrajudicial de IMPSA y Venti S.A., u oportunamente adhirieron al APE (según dichos términos se definen más adelante) que: (i) certifiquen de la forma establecida en las presentes Instrucciones de Liquidación que son Propietarios Calificados (según el término se define más adelante), enviando válidamente al Agente de Liquidación (según el término se define más adelante) una Carta de Certificación (según el término se define más adelante) con anterioridad a la Fecha Límite (según el término se define más adelante) recibirán (a) en el caso de tenedores de Obligaciones Negociables Clase I, Nuevas Obligaciones Clase VI de acuerdo con la Reasignación establecida en la Cláusula 3.2 del APE y en su Anexo III, y (b) en el caso de tenedores de Bonos 2020, Nueva Deuda en la forma de títulos en serie sin oferta pública (emitidos bajo la Regla 144A y la Regulación S de los Estados Unidos de América) (los “Nuevos Bonos Internacionales sin Oferta Pública” y, conjuntamente con las Obligaciones Negociables Clase VI, los “Nuevos Títulos Internacionales”); (ii) envíen válidamente una Carta de Instrucciones (según el término se define más adelante) con anterioridad a la Fecha Límite, solamente recibirán los ingresos netos en efectivo de la venta de las Nuevas Obligaciones Negociables Clase VI o de los Nuevos Bonos Internacionales sin Oferta Pública, según corresponda, de acuerdo al Convenio de Ingresos en Efectivo (según el término se define más adelante); y (iii) no certifiquen que son Propietarios Calificados o entreguen válidamente una Carta de Instrucciones con anterioridad a la Fecha Límite, solamente tendrán derecho a recibir los ingresos netos en efectivo de la venta de las Nuevas Obligaciones Negociables Clase VI o de los Nuevos Bonos Internacionales sin Oferta Pública, según corresponda de acuerdo al Acuerdo de los Ingresos en Efectivo luego de haber entregado válidamente una Carta de Instrucciones Posterior a la Fecha Límite (según el término se define más adelante), los Documentos de Prueba de la Cancelación (según el término se define más adelante) y toda otra documentación que el Agente de Liquidación, el Agente de Depósito en Garantía (según el término se define más adelante), el Fiduciario de las Obligaciones Negociables Clase I y de los Bonos 2020 o el Fiduciario de los Nuevos Títulos Internacionales (según el término se define más adelante), según corresponda, puedan requerir al Agente de Liquidación, hasta la fecha en que los ingresos netos en efectivo restantes luego de la distribución hecha por el Agente de Venta sean transferidos al Agente de Depósito en Garantía y, luego, al Agente de Depósito en Garantía de acuerdo a esas instrucciones y al Convenio de Ingresos en Efectivo. El derecho de los tenedores de las Obligaciones Negociables Clase I y de los Bonos 2020 (incluyendo los tenedores que hubieren consentido oportunamente la Oferta de Acuerdo Preventivo Extrajudicial de IMPSA y Venti S.A., o hubieren adherido oportunamente al APE) que no certifiquen que son Propietarios Calificados o entreguen válidamente una Carta de Instrucciones con anterioridad a la Fecha Límite para reclamar cualquier ingreso neto en efectivo identificado en el punto (iii), caducará en la fecha del primer aniversario desde la fecha en que dichos ingresos netos en efectivo sean transferidos al Agente de Depósito en Garantía, según lo dispuesto en estas instrucciones.

Estas Instrucciones de Liquidación se encuentran dirigidas únicamente a los tenedores de las Obligaciones Negociables Clase I y a los tenedores de los Bonos 2020. De acuerdo a estas Instrucciones, la liquidación de dichos tenedores debe ser llevada a cabo mediante el Agente de Liquidación.

El plazo para presentar cualquier carta de conformidad con estas Instrucciones de Liquidación expirará a las 17:00 horas, hora de la Ciudad de Nueva York, el 3 de agosto de 2018, salvo que dicho PLAZO sea extendido, reabierto o sea considerado como finalizado por IMPSA, de acuerdo a las presentes Instrucciones de Liquidación.

la fecha límite establecida por cualquier intermediario o sistema de clearing a través de los cuales las obligaciones negociables sean poseídas podrá ser anterior a la dispuesta en estas Instrucciones de Liquidación.

Estas Instrucciones de Liquidación son proporcionadas por IMPSA con relación a los reclamos contra IMPSA (como emisora) y Venti S.A. (como garante) (“Venti”) y, RESPECTO DE LOS BONOS 2020, WIND POWER ENERGÍA S.A. (COMO GARANTE DE LOS BONOS 2020) en conformidad con la reestructuración de las deudas bajo el APE. Cualquier título valor a ser entregado a, o en beneficio de, cualquier acreedor alcanzado de conformidad con el APE, será entregado por IMPSA.

Estas Instrucciones de Liquidación no constituyen una oferta o una invitación para la oferta de títulos valores. Se aconseja a los tenedores de TÍTULOS EXISTENTES informarse por sí mismos sobre los términos del APE, el cual se encuentra disponible en HTTP://WWW.CNV.GOB.AR/INFO_FINANCIERA.ASP. La distribución de este documento en ciertas jurisdicciones puede encontrarse restringida por ley. impsa, venti, el agente de liquidación y el agente de venta (conforme se definen en este documento) requieren que Las personas que tomen conocimiento de estas Instrucciones de Liquidación observen y se informen por sí mismas sobre cualquiera de las mencionadas restricciones legales.

IMPSA hace expresa reserva del derecho a extender la fecha límite (según dicho término se define más adelante), la Fecha de Emisión y Liquidación de LOS NUEVOS TÍTULOS INTERNACIONALES (según dicho término se define más adelante) y cualquier otra fecha dispuesta en estas Instrucciones de Liquidación, y modificar de cualquier otra forma los términos y condiciones de estas Instrucciones de Liquidación para la consecución del APE, a su sola discreción y con sujeción a la ley aplicable. Cualquier modificación a estas Instrucciones de Liquidación hecha por IMPSA será seguida prontamente por un anuncio de la misma, según corresponda. Sin que implique una limitación a las formas en que IMPSA pueda practicar dicho anuncio, IMPSA no tendrá ninguna obligación, salvo disposición legal en contrario, de publicitar o comunicar dicho anuncio de alguna forma diferente a un comunicado de prensa u otros medios que considere apropiados.

Agente de Liquidación:

D.F. King & Co., Inc.

48 Wall Street, Piso 22, New York, NY 10005

Llamados de Bancos y Agentes: (212) 269 – 5550

Otros, línea gratuita: (866) 751 – 6312

Correo electrónico: [email protected]

General

El plazo para entregar cualquier carta bajo las estas Instrucciones de Liquidación expirará a las 17:00 horas, hora de la Ciudad de Nueva York, el 3 de agosto de 2018 (la “Fecha Límite”) y la fecha estimada de emisión de la Nuevas Obligaciones Negociables es el 25 de julio de 2018 (la “Fecha de Emisión y Liquidación de los Nuevos Títulos Internacionales”).

IMPSA podrá, a su sola discreción, extender, modificar, renunciar a cualquier condición de, o extinguir las Instrucciones de Liquidación o modificar cualquier fecha establecida en estas Instrucciones de Liquidación, en cualquier momento, a través del Agente de Liquidación. Los detalles de cualquier extensión, reapertura, modificación, renuncia, extinción o enmienda serán anunciados lo antes posible de acuerdo con la práctica razonable luego de que la decisión relevante sea tomada.

Instrucciones de Liquidación

Para asegurar el cumplimiento con la Ley de Títulos Valores Estadounidense, los tenedores de las Obligaciones Negociables Clase I y, según corresponda, los Tenedores de Bonos 2020 (incluyendo los tenedores que consintieron oportunamente la Oferta de APE de IMPSA y Venti, o adhirieron oportunamente al APE) deben certificar su condición de Propietarios Calificados. Se entenderá por “Propietario Calificado” todo tenedor beneficiario de Títulos Existentes que certifica que es: (a) un “comprador institucional calificado” (qualified institutional buyer), tal como se define en la la Regla 144A de la Ley de Títulos Valores Estadounidense; o (b) una persona que reside fuera de los Estados Unidos de América que (i) no es una “persona estadounidense” (U.S. person), tal como se define en la Regla 902 de la Ley de Títulos Valores Estadounidense, y (ii) no actúa por cuenta o en beneficio de una persona estadounidense.

Entrega de Cartas de Certificación o de Instrucción a los Agentes de Liquidación

Se solicita por medio del presente a los tenedores de Títulos Existentes (incluyendo los tenedores que consistieron oportunamente la Oferta de APE de IMPSA y Venti, o adhirieron oportunamente al APE) que entreguen a D.F. King & Co., Inc. (el “Agente de Liquidación”) en sus oficinas ubicadas en 48 Wall Street, Piso 22, Nueva York, Nueva York, 10005, Estados Unidos de América, con anterioridad a la Fecha Límite:

Propietarios Calificados:
una instrucción escrita sustancialmente similar al modelo incorporado como Adjunto 1 a efectos de: (i) dar de baja y renunciar irrevocablemente a todos los reclamos y derechos derivados del Fideicomiso de los Títulos Existentes contra IMPSA y Venti y, en caso de los Bonos 2020, contra WPE International Coöperatief U.A. y Wind Power Energía S.A. (sujeto a lo dispuesto respecto de los reclamos y acciones de los tenedores de los Bonos 2020 contra Wind Power Energía S.A.), y autorizar la cancelación de los Títulos Existentes; (ii) certificar (a) el monto en concepto de capital total de los Títulos Existentes que posee, y (b) su condición como Propietario Calificado de dichos Títulos Existentes; e (iii) identificar la cuenta a la cual deben acreditarse los Nuevos Títulos Internacionales que tiene derecho a recibir a cambio de sus Títulos Existentes de acuerdo al APE (cada una, una “Carta de Certificación”); y
en caso de entidades de custodia participantes en la Compañía Fiduciaria de Depósito (Depositary Trust Company, la “DTC”), el mensaje de un agente deberá ser transmitido de acuerdo al Automated Tender Offer Program de la DTC (“ATOP”), por medio del cual el tenedor consentirá ser obligado por la Carta de Certificación; o
Tenedores que no califican como Propietarios Calificados:
una instrucción escrita al Agente de Liquidación y al Agente de Venta (según dicho término se define más adelante), sustancialmente similar al modelo incorporado como Adjunto 2, a efectos de: (i) dar de baja y renunciar irrevocablemente a todos los reclamos y derechos bajo los Títulos Existentes contra IMPSA y Venti y, en caso de los Bonos 2020, contra WPE International Coöperatief U.A. y Wind Power Energía S.A. (sujeto a lo dispuesto respecto de los reclamos y acciones de los tenedores de los Bonos 2020 contra Wind Power Energía S.A.); (ii) certificar el monto en concepto de capital de los Títulos Existentes que posee; (iii) certificar que no califica como Propietario Calificado de dichos Títulos Existentes; e (iv) instruir (w) la entrega al Agente de Venta de las Nuevos Títulos Internacionales asignados a dicho tenedor a cambio de sus Títulos Existentes de conformidad con el APE, (y) la venta por el Agente de Venta de tales Nuevos Títulos Internacionales de conformidad con el Convenio de Ingresos en Efectivo (según dicho término se define más adelante), y (z) la transferencia de conformidad con el Convenio de Ingresos en Efectivo de los ingresos netos obtenidos de la venta, según lo dispuesto por estas Instrucciones de Liquidación (cada una, una “Carta de Instrucciones”); y
en caso de entidades de custodia participantes en DTC, el mensaje de un agente deberá ser transmitido de acuerdo al ATOP de la DTC, por medio del cual el tenedor consiente en ser obligado por la Carta de Instrucciones.

Los mencionados documentos deben ser presentados en forma completa y apropiada, firmados, y deben ser recibidos por el Agente de Liquidación en, o con anterioridad a, la Fecha Límite. Los tenedores podrán enviar copias digitales de la Carta de Certificación o de la Carta de Instrucciones, según corresponda, al correo electrónico del Agente de Liquidación contenido en este documento, siempre y cuando dichos tenedores se comprometan a hacer pronta entrega de los ejemplares originales suscriptos de las Cartas de Certificación o Cartas de Instrucción, según corresponda. Las Cartas de Certificación o Cartas de Instrucción debidamente completadas y suscriptas que sean oportunamente presentadas en, o con anterioridad a, la Fecha Límite, tendrán los efectos descriptos en estas Instrucciones de Liquidación.

Los participantes en DTC podrán transmitir electrónicamente el consentimiento de un tenedor de ser obligado por la Carta de Certificación o Carta de Instrucciones, según corresponda, por medio del ATOP de la DTC, el cual será admisible para la presente transacción. De acuerdo con los procedimientos del ATOP, la DTC verificará el mensaje electrónico del participante en DTC y enviará el mensaje de un agente al Agente de Liquidación para su aceptación. Un “mensaje de un agente” es un mensaje transmitido por la DTC, recibido por el Agente de Liquidación y que forma parte de la confirmación oportuna de una transferencia de anotación contable, que establece que la DTC ha recibido un reconocimiento expreso de que usted ha recibido las Instrucciones de Liquidación y que consiente ser obligado por los términos de la Carta de Certificación o de Instrucciones que entregue válidamente, y que podremos ejecutar dicho acuerdo contra usted. No es necesario que una Carta de Certificación o de Instrucciones acompañe cualquier comunicación efectuada a través del ATOP, sin perjuicio de lo cual el Agente de Liquidación deberá recibir separadamente la Carta de Certificación o Instrucciones que usted suscriba, de acuerdo a lo previsto en estas Instrucciones de Liquidación.

Efecto de la suscripción y entrega válida de una Carta de Certificación o de Instrucción

Los tenedores que certifiquen su condición de Propietario Calificado entregando válidamente una Carta de Certificación antes de la Fecha Límite recibirán (a) Obligaciones Negociables Clase VI en caso de los tenedores de Obligaciones Negociables Clase I y (b) Nuevos Bonos Internacionales sin Oferta Pública en caso de tenedores de Bonos 2020, en la Fecha de Emisión y Liquidación de los Nuevos Títulos Internacionales conforme lo establecido en estas Instrucciones de Liquidación, y mediante la entrega de sus respectivos Títulos Existentes se considerará que han autorizado e instruido a Deutsche Bank Trust Company Americas en su calidad de Fiduciario (trustee) de los Títulos Existentes a cancelar dichos Títulos Existentes.

Los tenedores de Títulos Existentes (incluyendo los tenedores que consintieron oportunamente la Oferta o la Oferta de Venti, o adhirieron oportunamente al APE) que certifiquen que no revisten la condición de Propietario Calificado entregando válidamente una Carta de Instrucciones antes de la Fecha Límite tendrán derecho a recibir del Agente de Liquidación los ingresos netos en efectivo de la venta de los respectivos Nuevos Títulos Internacionales asignados, realizada por Banco Comafi S.A. (el “Agente de Venta”) y mediante la entrega de los ingresos netos en efectivo se considerará que han autorizado e instruido al Fiduciario de los Títulos Existentes a cancelar dichos Títulos Existentes, de acuerdo con los términos y condiciones del Convenio de Ingresos en Efectivo de fecha 14 de junio de 2018 (el “Convenio de Ingresos en Efectivo”), entre IMPSA, el Agente de Liquidación y el Agente de Venta, el cual será suscripto para el beneficio de los tenedores de los Títulos Existentes que han certificado, en o con anterioridad a la Fecha Límite, que no revisten la condición de Propietarios Calificados mediante la entrega válida de una Carta de Instrucciones, para permitir el cumplimiento con las normas estadounidenses sobre títulos valores y efectuar la liquidación del APE. Ver “Disposición de los Nuevos Títulos Internacionales por el Agente de Venta bajo el Convenio de Ingresos en Efectivo”.

Efectos de la entrega con posterioridad a la Fecha Límite

Los tenedores de Títulos Existentes que no certifiquen que son Propietarios Calificados o entreguen válidamente una Carta de Instrucciones antes de la Fecha Límite solamente tendrán derecho a recibir la parte pertinente de los ingresos netos en efectivo de la venta de las Nuevas Obligaciones Negociables por el Agente de Venta de acuerdo con el Convenio de Ingresos en Efectivo, luego de que entreguen válidamente una Carta de Instrucciones Posterior a la Fecha Límite (según dicho término se define más adelante), los Documentos de Prueba de la Cancelación (según dicho término se define más adelante) y cualquier otra documentación que el Agente de Venta, el Agente de Depósito en Garantía (según dicho término se define más adelante), el Fiduciario de las Obligaciones Negociables Existentes (según dicho término se define más adelante) o el Fiduciario de las Nuevas Obligaciones Negociables (según dicho término se define más adelante), según corresponda, requiera al Agente de Liquidación, hasta la fecha en que los ingresos netos en efectivo remanentes, luego de la distribución hecha por el Agente de Venta, sean transferidos al Agente de Depósito en Garantía y, posteriormente, al Agente de Depósito en Garantía de acuerdo con estas Instrucciones de Liquidación y el Convenio de Ingresos en Efectivo. Ver “Disposición de las Nuevas Obligaciones Negociables por el Agente de Venta bajo el Convenio de Ingresos en Efectivo”.

General

A los efectos del cumplimiento del APE, y de acuerdo con el derecho argentino, en la Fecha de Emisión y Liquidación de los Nuevos Títulos Internacionales se considerará que todos los tenedores de Títulos Existentes han dado de baja y renunciado irrevocablemente a todo reclamo o derecho derivado de los Títulos Existentes contra IMPSA y Venti y, en el caso de los tenedores de Bonos 2020, además, contra Wind Power Energía S.A. y WPE International Coöperatief U.A. Sin perjuicio de lo expuesto, (a) nada en lo establecido en las presentes Instrucciones de Liquidación (incluyendo, a título ejemplificativo, el hecho de que un tenedor de Títulos Existentes no entregue una Carta de Certificación, Carta de Instrucción o Carta de Instrucciones Posterior a la Fecha Límite) excepto la entrega de una Carta de Certificación, Carta de Instrucción o Carta de Instrucciones Posterior a la Fecha Límite, limitará o de alguna forma afectará los derechos contra Wind Power Energía S.A. bajo los Títulos Existentes según fueran restructurados en el procedimiento No. 0006703-65.2014.8.17.0370 por ante el cuarto juzgado de Cabo de Santo Agostinho, Pernambuco, Brasil (el “Proceso de Insolvencia de WPE”), y (b) cualquier producido del recupero en el Proceso de Insolvencia de WPE que surjan de derechos o acciones contra Wind Power Energía S.A., serán transferidos al Fiduciario de los Nuevos Títulos Internacionales sin Oferta Pública, para beneficio de dichos tenedores y, en cuanto dichos fondos sean recibidos, dicho Fiduciario los entregará a prorrata a los tenedores correspondientes.

Registro de Tenedores

El Agente de Liquidación mantendrá un registro de los tenedores de los Títulos Existentes que (a) válida y oportunamente entreguen una Carta de Certificación o una Carta de Instrucciones antes de la Fecha Límite, y (b) entreguen válidamente una Carta de Instrucciones Posterior a la Fecha Límite, los Documentos de Prueba de la Cancelación o cualquier otro documento requerido por el Agente de Liquidación, el Fiduciario de los Títulos Existentes o el Fiduciario de los Nuevos Títulos Internacionales, hasta la fecha en que los ingresos netos en efectivo remanentes, luego de la distribución hecha por el Agente de Venta, sean transferidos al Agente de Depósito en Garantía según lo dispuesto en “Disposición de los Nuevos Títulos Internacionales por el Agente de Venta bajo el Convenio de Ingresos en Efectivo”.

El Agente de Depósito en Garantía mantendrá un registro de los tenedores de Títulos Existentes que entreguen válidamente una Carta de Instrucciones Posterior a la Fecha Límite, Documentos de Prueba de la Cancelación o cualquier otro documento requerido por el Agente de Depósito en Garantía, el Fiduciario de los Títulos Existentes o el Fiduciario de los Nuevos Títulos Internacionales, luego de la fecha en que los ingresos netos en efectivos remanentes luego de la distribución hecha por el Agente de Venta sean transferidos al Agente de Depósito en Garantía, según lo dispuesto en “Disposición de los Nuevos Títulos Internacionales por el Agente de Venta bajo el Convenio de Ingresos en Efectivo”.

Liquidación

En la Fecha de Emisión y Liquidación de los Nuevos Títulos Internacionales, en forma simultánea:

IMPSA emitirá Obligaciones Negociables Clase VI;
IMPSA emitirá Nuevos Bonos Internacionales sin Oferta Pública;
Los Títulos Existentes de todos aquellos tenedores que válida y oportunamente hubieren entregado una Carta de Certificación o una Carta de Instrucciones a la Fecha Límite serán cancelados, sin perjuicio de sus derechos bajo la sección 5.3 del APE y de los Pagos de Recuperos Contingentes (Contingent Recovery Payments, según dicho término se define en el Contrato de Fideicomiso de los Nuevos Bonos Internacionales sin Oferta Pública); y
el Agente de Liquidación instruirá la transferencia:
a cada tenedor de Títulos Existentes que válida y oportunamente hubiera entregado una Carta de Certificación antes de la Fecha Límite y que sea identificada en el registro del Agente de Liquidación, los Nuevos Títulos Internacionales a los cuales tenga derecho a ser acreditado en la cuenta identificada en dicha Carta de Certificación (a cambio de la cancelación de los Títulos Existentes relacionados con dicha Carta de Certificación); y
al Agente de Venta, los Nuevos Títulos Internacionales restantes, para ser vendidos por el Agente de Venta en beneficio de los restantes tenedores de Títulos Existentes de conformidad con lo previsto en el Convenio de Ingresos en Efectivo.

Disposición de los Nuevos Títulos Internacionales por parte del Agente de Venta bajo el Convenio de Ingresos en Efectivo

El Agente de Venta venderá o gestionará la venta de todos los Nuevos Títulos Internacionales que se le sean transferidos en la Fecha de Emisión y Liquidación de los Nuevos Títulos Internacionales a terceros en “transacciones extraterritoriales” (offshore transactions) (según se define en la Regulación S de la Ley de Títulos Valores Estadounidense de 1933 y sus modificatorias) dentro de los seis (6) meses posteriores a la Fecha de Emisión y Liquidación de los Nuevos Títulos Internacionales, de acuerdo con el Convenio de Ingresos en Efectivo.

Dentro de los cinco (5) días posteriores a la Fecha Límite, el Agente de Liquidación proporcionará al Agente de Venta y a Deutsche Bank Trust Company Americas, como fiduciario bajo el Fideicomiso de los Títulos Existentes (indenture) (el “Fiduciario de los Títulos Existentes”) un informe (A) que identifique: (i) cada titular de Títulos Existentes que haya válidamente entregado al Agente de Liquidación una Carta de Instrucciones antes de la Fecha Límite (cada uno, un “Tenedor Instructor”), y (ii) el porcentaje de Nuevos Títulos Internacionales que cada Tenedor Instructor hubiera recibido bajo el APE, y (B) el saldo de Nuevos Títulos Internacionales correspondientes a tenedores de Títulos Existentes que no se hayan identificado de conformidad con estas Instrucciones de Liquidación (colectivamente, los “Nuevos Títulos No Distribuidos”).

Dentro de los diez (10) días posteriores a la finalización de la venta de los Nuevos Títulos No Distribuidos, el Agente de Venta transferirá a la DTC (de acuerdo con las instrucciones del Agente de Liquidación) la porción de los ingresos netos en efectivo provenientes de la venta de los Nuevos Títulos No Distribuidos correspondientes a los Tenedores Instructores, para la distribución de tales ingresos a cada Tenedor Instructor en los porcentajes informados por el Agente de Liquidación, a cambio de la cancelación de los Títulos Existentes relacionados con dichas Instrucciones por parte del Fiduciario de los Títulos Existentes. Si el Agente de Venta vendiere todos los Nuevos Títulos No Distribuidos con anterioridad al vencimiento de los seis (6) meses posteriores a la Fecha de Emisión y Liquidación de los Nuevos Títulos Internacionales, IMPSA notificará a los tenedores de los Títulos Existentes de dicha circunstancia y de la fecha de la distribución de los ingresos netos en efectivo provenientes de la venta a través de un comunicado de prensa, y proveerá una copia de dicha notificación al Fiduciario de los Títulos Existentes y al Fiduciario de los Nuevos Títulos Internacionales.

Dentro de los quince (15) días posteriores a la venta de los Nuevos Títulos No Distribuidos, el Agente de Venta transferirá cualquier monto neto en efectivo restante que no haya sido distribuido según lo estipulado en el párrafo anterior a IMPSA o a cualquier otra entidad nombrada por IMPSA (el “Agente de Depósito en Garantía”) para su posterior distribución a cualquier tenedor de los Títulos Existentes remanentes que entregue válidamente al Agente de Liquidación y, posteriormente, al Agente de Depósito en Garantía, en modo formal y sustancialmente satisfactorio al Agente de Liquidación o al Agente de Depósito en Garantía, según corresponda:

una carta (i) dando de baja y renunciando irrevocablemente a todo reclamo o derecho derivado del Fideicomiso de las Obligaciones Clase I o, según corresponda, del Fideicomiso de los Bonos 2020, y a todo reclamo o derecho derivado de los correspondientes Títulos Existentes contra IMPSA y Venti y, en caso de los tenedores de Bonos 2020, contra Wind Power Energía S.A. y WPE International Coöperatief U.A. (sujeto a lo dispuesto respecto de los reclamos y acciones de los tenedores de los Bonos 2020 contra Wind Power Energía S.A.); (ii) certificando el monto en concepto de capital total de los Títulos Existentes que posee; (iii) ratificando (w) la entrega al Agente de Venta de los Nuevos Títulos Internacionales asignados a dicho tenedor a cambio de sus Títulos Existentes de acuerdo al APE, (y) la venta por el Agente de Venta de dichos Nuevos Títulos Internacionales de acuerdo al Convenio de Ingresos en Efectivo, y (z) la transferencia de acuerdo a estas Instrucciones de Liquidación de los ingresos netos en efectivo resultantes al Agente de Depósito en Garantía; e (iv) instruyendo al Agente de Depósito en Garantía la transferencia, de acuerdo a estas Instrucciones de Liquidación, de los ingresos netos aplicables a la cuenta de dicho tenedor identificada en dicha carta (cada una, una “Carta de Instrucciones Posterior a la Fecha Límite”);
(i) prueba de la presentación, nueva presentación de, o la instrucción al correspondiente participante en DTC, agente o depositario, según corresponda, de presentar o volver a presentar, junto con el Fiduciario de los Títulos Existentes, un Depósito y Retiro al Depositario, una instrucción de cancelación de los Títulos Existentes de dicho tenedor de implementar dicha cancelación o cualquier otro acto que reemplace dicha instrucción; y (ii) confirmación de la cancelación de los Títulos Existentes de dicho tenedor emitida por el registro del Fiduciario de los Títulos Existentes o el agente o depositario; ((i) y (ii), conjuntamente, los “Documentos de Prueba de Cancelación”); y
cualquier otra documentación requerida por el Agente de Liquidación, el Agente de Depósito en Garantía, el Fiduciario de los Títulos Existentes y el Fiduciario de los Nuevos Títulos Internacionales, según corresponda.

No se harán distribuciones de ingresos netos en efectivo hasta que todos los Nuevos Títulos No Distribuidos hayan sido vendidos.

Caducidad de los Derechos de los Tenedores a Reclamar Ingresos Netos en Efectivo

El derecho de los tenedores de todos los Títulos Existentes restantes a reclamar los ingresos netos en efectivo transferidos al Agente de Depósito en Garantía, según lo previsto en el último párrafo de la sección “Disposición de los Nuevos Títulos Internacionales por el Agente de Venta bajo el Convenio de Ingresos en Efectivo” caducará en la fecha que sea el primer aniversario de la fecha en que dichos ingresos netos en efectivo fueron transferidos al Agente de Depósito en Garantía. Los tenedores podrán perder todos los derechos contra IMPSA y Venti o, según corresponda, Wind Power Energía S.A. o WPE International Coöperatief U.A. (sujeto a lo dispuesto respecto de los reclamos y acciones de los tenedores de los Bonos 2020 contra Wind Power Energía S.A.), si omiten responder oportunamente de conformidad con los procedimientos previstos en estas Instrucciones de Liquidación.

Modificaciones

IMPSA hace expresa reserva de su derecho, a su sola discreción y sujeto a la ley aplicable, a postergar la Fecha Límite, la Fecha de Emisión y Liquidación de los Nuevos Títulos Internacionales y cualquier otra fecha establecida en estas Instrucciones de Liquidación, y modificar de cualquier otra forma los términos y condiciones de las presentes Instrucciones de Liquidación, en consecución del cumplimiento del APE. Cualquier modificación de estas Instrucciones de Liquidación por IMPSA será prontamente seguida por un anuncio de la misma. Sin que implique una limitación en las formas en que IMPSA pueda hacer tal anuncio, IMPSA no tendrá la obligación de publicitar o comunicar dicho anuncio por otro medio más que por un comunicado de prensa u otros medios de comunicación que considere apropiados, salvo que la ley establezca lo contrario.

***

Adjunto 1

Modelo de Carta de Certificación

Para: D.F. King & Co., como Agente de Liquidación

c.c.: Industrias Metalúrgicas Pescarmona S.A.I.C. y F. (“IMPSA”)

Venti S.A.

De nuestra consideración:

Por medio del presente acusamos recibo de las instrucciones de liquidación de fecha 14 de junio de 2018 (las “Instrucciones de Liquidación”). Los términos en mayúscula que no estén definidos expresamente en la presente tendrán el significado asignado en las Instrucciones de Liquidación.

Por la presente, damos de baja y renunciamos irrevocablemente a todo reclamo o derecho derivado del [Contrato de Fideicomiso (Intendure) de fecha 22 de octubre de 2007, según fuera modificado y ordenado con fecha 30 de septiembre de 2010 entre IMPSA como emisora, y Deutsche Bank Trust Company Americas, como fiduciario (trustee) (el “Fiduciario”)] / [Contrato de Fideicomiso Modificado y Ordenado (Amended and Restated Indenture) de fecha 27 de diciembre de 2013, entre WPE International Coöperatief U.A. como emisora, Venti S.A., Wind Power Energia S.A., e IMPSA, como garantes y Deutsche Bank Trust Company Americas, como fiduciario (trustee) (el “Fiduciario”)] y de [las Obligaciones Negociables Clase I] / [los Bonos 2020][1] contra IMPSA y Venti [y contra Wind Power Energía S.A. y WPE International Coöperatief U.A.][2]. Asimismo, autorizamos al Fiduciario a cancelar nuestros Títulos Existentes.

Por la presente, el firmante declara y garantiza al Agente de Liquidación y a IMPSA que:

es el titular beneficiario, o actúa en representación del titular beneficiario, de los Títulos Existentes que se detallan a continuación [y que dicho tenedor consintió oportunamente a la Oferta y la Oferta de Venti o suscribió oportunamente el APE][3]; y
es:
un “comprador institucional calificado” (qualified institutional buyer), tal como se define en la Regla 144A de la Ley de Títulos Valores Estadounidense; y actúa por (i) su propia cuenta, o (ii) cuenta de otros compradores institucionales calificados, respecto de los cuales la certificación de tales puede ser validada por una certificación escrita recibida dentro de los últimos seis meses, y respecto de los cuales ejerce de forma exclusiva discreción respecto de inversiones y tiene las facultades suficientes para realizar las afirmaciones de la presente carta; o
una persona fuera de los Estados Unidos de América que (i) no es una “Persona de los Estados Unidos” (según dicho término se define en la Regla 902 del Ley de Títulos Valores Estadounidenses, “Securities Act”), y (ii) no actúa por cuenta o para beneficio de una Persona de los Estados Unidos.

A cambio de la cancelación de los Títulos Existentes dispuesta mediante el presente, el firmante autoriza e instruye irrevocablemente al Agente de Liquidación a transferir [Obligaciones Negociables Clase VI] [Nuevos Bonos Internacionales sin Oferta Pública][4] que dicho tenedor tiene derecho a recibir de conformidad con el APE, a la siguiente cuenta de dicho tenedor:

[_]

El firmante entiende que está proporcionando la información contenida en la presente carta al Agente de Liquidación y a IMPSA únicamente a los efectos de la consideración por parte de IMPSA de las transacciones relacionadas con los Títulos Existentes y en consecución del APE. Esta carta no constituye una oferta ni una invitación a realizar ofertas en relación con los Títulos Existentes o los Nuevos Títulos Internacionales, y no crea ningún tipo de obligación por parte de IMPSA o de Venti de realizar oferta alguna.

El firmante acuerda notificar al Agente de Liquidación y a IMPSA si cualquiera de las declaraciones del firmante en la presente dejara de ser correcta y se compromete a cooperar con IMPSA, el Agente de Liquidación y el Fiduciario de los Nuevos Títulos Internacionales según sea necesario a los efectos de llevar a cabo la entrega de los Nuevos Títulos Internacionales.

El firmante se compromete a proveer al Agente de Liquidación de forma expedita los ejemplares originales completados y suscriptos de la presente carta.


Fecha: _________________, 2018	Atentamente,
Monto total de capital de los Títulos Existentes:	Por: (Firma)
	(Nombre y carácter)
CUSIP:
ISIN: COMMON CODE: Monto de capital: U.S.$
Número de Participante en DTC:
Número de Instrucciones de Oferta Voluntaria:	(Institución)
	(Domicilio)
	(Código postal)
	(Teléfono)
	(Fax)
	(Correo electrónico)

Adjunto 2

MODELO DE CARTA DE INSTRUCCIÓN

Para: D.F. King & Co., como Agente de Liquidación

Banco Comafi S.A., como Agente de Venta

c.c.: Industrias Metalúrgicas Pescarmona S.A.I.C. y F. (“IMPSA”)

Venti S.A.

De nuestra consideración:

Por la presente, damos de baja y renunciamos irrevocablemente a todo reclamo o derecho derivado del [Contrato de Fideicomiso (Intendure) de fecha 22 de octubre de 2007, según fuera modificado y ordenado con fecha 30 de septiembre de 2010 entre IMPSA como emisora, y Deutsche Bank Trust Company Americas, como fiduciario (trustee) (el “Fiduciario”)] / [Contrato de Fideicomiso Modificado y Ordenado (Amended and Restated Indenture) de fecha 27 de diciembre de 2013, entre WPE International Coöperatief U.A. como emisora, Venti S.A., Wind Power Energia S.A., e IMPSA, como garantes y Deutsche Bank Trust Company Americas, como fiduciario (trustee) (el “Fiduciario”)] y de [las Obligaciones Negociables Clase I] / [los Bonos 2020][5] contra IMPSA y Venti [y contra Wind Power Energía S.A. y WPE International Coöperatief U.A.][6]. Asimismo, autorizamos al Fiduciario a cancelar nuestros Títulos Existentes.

Por medio del presente, el firmante declara y garantiza al Agente de Liquidación, al Agente de Venta y a IMPSA que:

es el titular beneficiario, o actúa en representación del titular beneficiario, de los Títulos Existentes que se detallan a continuación [y que dicho tenedor consintió oportunamente a la Oferta y la Oferta de Venti o suscribió oportunamente el APE][7]; y
no es:
un “comprador institucional calificado” (qualified institutional buyer), tal como se define en la Regla 144A de la Ley de Títulos Valores Estadounidense; y actúa por (i) su propia cuenta, o (ii) cuenta de otros compradores institucionales calificados, respecto de los cuales la certificación de tales puede ser validada por una certificación escrita recibida dentro de los últimos seis meses, y respecto de los cuales ejerce de forma exclusiva discreción respecto de inversiones y tiene las facultades suficientes para realizar las afirmaciones de la presente carta; o
una persona fuera de los Estados Unidos de América que (i) no es una “Persona de los Estados Unidos” (según dicho término se define en la Regla 902 del Ley de Títulos Valores Estadounidenses, “Securities Act”), y (ii) no actúa por cuenta o para beneficio de una Persona de los Estados Unidos.

A los efectos de cumplir con las normas sobre títulos valores de los Estados Unidos de América, el firmante autoriza e instruye irrevocablemente:

al Agente de Liquidación a transferir y entregar los Nuevos Títulos Internacionales que tiene derecho a recibir por sus Títulos Existentes de conformidad con el APE al Agente de Venta, según lo dispuesto en las Instrucciones de Liquidación;
al Agente de Venta a:
mantener y disponer de los Nuevos Títulos Internacionales asignados al firmante por sus Títulos Existentes de conformidad con el APE y de acuerdo con los términos y condiciones del Convenio de Ingresos en Efectivo, incluyendo, a título enunciativo, vender dichos Nuevos Títulos Internacionales y disponer de su producido según se establece en el Convenio de Ingresos en Efectivo; y
transferir los ingresos netos en efectivo obtenidos de la venta de los Nuevos Títulos Internacionales que tiene derecho a recibir el tenedor por sus Títulos Existentes de acuerdo con el APE, según lo dispuesto en las Instrucciones de Liquidación, a la siguiente cuenta del tenedor:

[__]

al Agente de Liquidación a instruir la cancelación por parte del Fiduciario de los Títulos Existentes, luego de recibir confirmación del Agente de Venta de la transferencia contemplada en el párrafo (2).

El firmante entiende que está proporcionando la información contenida en la presente carta al Agente de Liquidación, al Agente de Venta y a IMPSA únicamente a los efectos de la consideración por parte de IMPSA de las transacciones relacionadas con los Títulos Existentes y en consecución del APE. Esta carta no constituye una oferta ni una invitación a realizar ofertas en relación con los Títulos Existentes o los Nuevas Títulos Internacionales, y no crea ningún tipo de obligación por parte de IMPSA o de Venti de realizar oferta alguna.

El firmante acuerda notificar al Agente de Liquidación, al Agente de Venta y a IMPSA si cualquiera de las declaraciones del firmante en la presente dejara de ser correcta y se compromete a cooperar con IMPSA, el Agente de Liquidación y el Fiduciario de los Títulos Existentes según sea necesario a los efectos de llevar a cabo la entrega de los Nuevos Títulos Internacionales.

El firmante se compromete a proveer al Agente de Liquidación y al Agente de Venta de forma expedita los ejemplares originales completados y suscriptos de la presente carta.


Fecha: _________________, 2018	Atentamente,
Monto total de capital de Títulos Existentes:	Por: (Firma)
	(Nombre y título)
CUSIP:
ISIN: COMMON CODE: Monto del capital: U.S.$
Número de Participante en DTC:
Número de Instrucciones de Oferta Voluntaria:	(Institución)
	(Domicilio)
	(Código postal)
	(Teléfono)
	(Fax)
	(Correo electrónico)

ANEXO II

ALL DEPOSITORIES, CUSTODIANS, AND OTHER INTERMEDIARIES ARE REQUESTED TO IMMEDIATELY RE-TRANSMIT THIS NOTICE TO BENEFICIAL OWNERS OF THE NOTES PROMPTLY.

THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE NOTES.

June 14, 2018

TIME SENSITIVE

NOTICE TO HOLDERS OF THE FOLLOWING SECURITIES: WPE INTERNATIONAL COÖPERATIEF U.A.’S

10.375% SENIOR NOTES DUE 2020 CUSIP/ISIN 92935N AA4 / US92935NAA46 CUSIP/ISIN N96616 AA0 / USN96616AA001 (COLLECTIVELY, THE “EXISTING NOTES”)

This notice is being issued by Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), under the Amended and Restated Indenture, dated December 27, 2013, among WPE International Coöperatief U.A. (“WPE International” or the “Issuer”), Venti S.A. (“Venti”), Wind Power Energia S.A. (“WPE Brazil”), and Industrias Metalurgicas Pescarmona S.A.I.C. y F. (“IMPSA”), as Guarantors, and the Trustee, which governs the Existing Notes (the “Existing Notes Indenture”). Capitalized terms used herein but not defined shall have the meanings ascribed to such terms as used in the Existing Notes Indenture.

Reference is made to the Trustee’s notice dated March 9, 2017, wherein the Trustee advised Holders (among other things) that, pursuant to a resolution of the Second Insolvency Proceedings Court of Mendoza (the “Court”), a meeting of certain creditors of IMPSA, including the Holders of the Existing Notes, (the “Creditor Meeting”) was convened on February 21, 2017 for the purpose of considering and voting on an Oferta de Acuerdo Preventivo Extrajudicial (the “Oferta”) that provides the terms of a restructuring plan of certain of IMPSA’s debt, including the Existing Notes.

As previously notified, under Argentine law, creditor approval of the Oferta required approval by (i) at least two-thirds of the aggregate outstanding debt (by value) subject to restructuring and (ii) a majority of creditors (by headcount), which thresholds are calculated based, in the case of debt securities, on the holders in attendance at a bondholders’ meeting. Holders of approximately $215 million of the aggregate $390 million outstanding principal amount of the Existing Notes were present or represented at the Creditor Meeting, of whom approximately $213 million voted to approve the Oferta. This is in addition to approval for the Oferta received from other creditors holding additional debt of IMPSA totaling approximately US$814,5 million (together with the Existing Notes voted in favor of the Oferta, representing approximately 74,14 % of IMPSA outstanding debt subject to restructuring).

Reference is made to the Trustee’s notice dated October 16, 2017, wherein the Trustee advised Holders (among other things) that IMPSA stated in the Relevant Fact published on October 3, 2017 that on October 2, 2017, the Court confirmed the Oferta in respect of the eligible debt (which included the Existing Notes) due to having received the creditors’ consents required under Argentine law for such purposes.

On October 16, 2017, the Trustee also advised Holders that IMPSA stated in the Relevant Fact published on October 5, 2017 that on October 3, 2017, the Court confirmed the Oferta de Acuerdo Preventivo Extrajudicial of Venti

S.A. (the “Venti Oferta”), the controlling shareholder of IMPSA, in respect of the eligible debt (which included the

1 The CUSIP and ISIN numbers, if any appearing herein, have been included solely for the convenience of the holders of the Existing Notes (the “Holders”). The Trustee assumes no responsibility for the selection or use of such numbers and makes no representation as to the correctness of the CUSIP and ISIN numbers, if any, listed above.

Existing Notes) due to having received the creditors’ consents required under Argentine law for such purposes. The Oferta and the Venti Oferta, as confirmed by the Court, shall be identified collectively as the “Restructuring Plan”.

The Trustee has been instructed by the Issuer to issue this Notice to inform Holders of the attached settlement instructions delivered by IMPSA and Venti relating the Restructuring Plan attached hereto as Exhibit A (the “Settlement Instructions”). Please note that none of the Certification or Instruction Letters (as defined herein) should be returned to Trustee. Holders must follow the instructions provided by the Company in the attached Settlement Instructions. The Trustee cannot act on behalf of Holders in connection with the Settlement Instructions. Please note that Holders may lose all rights against IMPSA, WPE International, Venti and WPE Brazil if they fail to timely respond in accordance with the procedures set forth in the Settlement Instructions.

The Trustee urges all Holders to promptly review the available information and to consult with their own advisors with respect to the Settlement Instructions relating to the Restructuring Plan. The Trustee does not intend to object to, or otherwise oppose the Oferta, the Venti Oferta or the Settlement Instructions.

None of Trustee, IMPSA or the Settlement Agent are making any recommendation with respect to the Settlement Instructions relating to the Restructuring Plan. None of the Trustee, IMPSA or the Settlement Agent express any opinion as to whether the terms of the Restructuring Plan or the Settlement Instructions are fair to any Holder. Holders must make their own decision as to whether to follow the Settlement Instructions and the implications of not doing so under the Restructuring Plan. The Trustee or the Settlement Agent assume no responsibility for the accuracy or completeness of the information contained in the Settlement Instructions attached hereto as Exhibit A or any amendments or supplements to the foregoing or for any failure by the Issuer, IMPSA, Venti or WPE Brazil or any other party to disclose events that may have occurred and may affect the significance or accuracy of such information.

The Trustee will issue further notices to Holders as additional information becomes available. Any Holder may obtain a copy of the Oferta or the Venti Oferta (in Spanish and/or English) by contacting the Trustee; see below for contact information.

Questions regarding the Settlement Instructions should be directed to IMPSA or the Settlement Agent at the contact information below:

Address in the Province of Mendoza, Argentina: Carril Rodriguez Peňa 2451

Godoy Cruz, Mendoza, Argentina Telephone: 54-261-413-1300

Address in the City of Buenos Aires, Argentina: Reconquista 1056, 7th floor

C1003ACW

Buenos Aires, Argentina Telephone: 54-11-5071-0800

1. King & Co., Inc.

48 Wall Street, 22nd Floor, New York, NY 10005 Telephone: (212) 269 – 5550

All others call Toll Free: (866) 751-6312 Email: [email protected]

The Trustee has not independently verified and does not make any representation or warranty, express or implied, and does not assume any responsibility, as to the accuracy of the information contained or referred to herein.

Any Holder may direct questions to the Trustee to the attention of Ana Higueras and Brendan Meyer at: Deutsche Bank Trust Company Americas

c/o Deutsche Bank National Trust Company 100 Plaza One, 8th Floor

Mail Stop JCY03-0801 Jersey City, NJ 07311-3901 United States of America [email protected] [email protected]

Contact information for the Trustee’s counsel is as follows: PILLSBURY WINTHROP SHAW PITTMAN LLP

1540 Broadway

New York, New York 10036-4039 United States of America

Phone: (212) 858-1000

Fax: (212) 858-1500

Attn: Frank Vivero, Esq. [email protected]

Peter Baumgaertner, Esq. [email protected]

The Trustee may conclude that a specific response to a particular inquiry from an individual Holder is not consistent with an equal and full dissemination of significant information to all Holders.

Holders should not rely on the Trustee as their sole source of information. Holders should consider consulting their own legal, financial and business advisors for advice regarding this matter. The Trustee makes no recommendations and gives no investment, legal or tax advice as to the above matters or the Existing Notes Indenture generally.

Deutsche Bank Trust Company Americas, as Trustee

EXHIBIT A

June 14, 2018

INDUSTRIAS METALÚRGICAS PESCARMONA S.A.I.C. Y F.

Notice of Settlement Instructions to the holders of

WPE INTERNATIONAL COÖPERATIEF U.A.

outstanding 10.375% Senior Notes due 2020 CUSIP/ISIN 92935N AA4 / US92935NAA46 CUSIP/ISIN N96616 AAO / USN96616AA00

(collectively, the “Existing Notes”)

Pursuant to these Settlement Instructions, holders of Existing Notes (as defined herein) (including, for the avoidance of doubt, holders of Existing Notes that timely consented to the Oferta (as defined herein) and the Venti Oferta (as defined herein) or timely executed the Restructuring Plan (as defined herein)) that (i) certify in the manner set forth herein that they are Qualified Owners (as defined herein) by validly delivering to the Settlement Agent (as defined herein) a Certification Letter (as defined herein) by the Expiration Deadline (as defined herein) shall receive Discount Notes (as defined herein), (ii) validly deliver an Instruction Letter (as defined herein), in each case by the Expiration Deadline, shall only receive net cash proceeds from the sale of Discount Notes pursuant to the Cash Proceeds Arrangement (as defined herein), and (iii) do not certify that they are Qualified Owners or validly deliver an Instruction Letter by the Expiration Deadline shall only be entitled to receive net cash proceeds from the sale of Discount Notes pursuant to the Cash Proceeds Arrangement after validly delivering a Post-Expiration Deadline Instruction Letter (as defined herein), the Evidence of Cancellation Documents (as defined herein) and such other documentation as the Settlement Agent, the Escrow Agent (as defined herein), the Existing Notes Trustee (as defined herein) or the Discount Notes Trustee (as defined herein), as applicable, may require to the Settlement Agent until the date on which the remaining net cash proceeds after the distribution made by the Selling Agent are transferred to the Escrow Agent and, thereafter, to the Escrow Agent pursuant to these Settlement Instructions and the Cash Proceeds Arrangement. The right of holders of Existing Notes (including, for the avoidance of doubt, holders of Existing Notes that timely consented to the Oferta and the Venti Oferta or timely executed the Restructuring Plan) that do not certify that they are Qualified Owners or validly deliver an Instruction Letter by the Expiration Deadline to claim any of the net cash proceeds identified (iii) above shall lapse as a matter of Argentine law on the date that is the first anniversary as of the date on which such proceeds are transferred to the Escrow Agent as provided hereunder.

The abovementioned instructions are intended only for the holders of Existing Holders. Pursuant to these instructions, the settlement of such holders must be made with the Settlement Agent.


THE TERM TO DELIVER ANY LETTER PURSUANT TO THESE SETTLEMENT INSTRUCTIONS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 19, 2018, UNLESS EXTENDED, RE-OPENED, AMENDED OR TERMINATED BY WPE INTERNATIONAL COÖPERATIEF U.A. (“WPE INTERNATIONAL”) AS PROVIDED IN THESE SETTLEMENT INSTRUCTIONS. THE DEADLINES SET BY ANY INTERMEDIARY OR CLEARING SYSTEM THROUGH WHICH THE EXISTING NOTES ARE HELD MAY BE EARLIER THAN THIS DEADLINE.
THESE SETTLEMENT INSTRUCTIONS ARE BEING DELIVERED BY WPE INTERNATIONAL WITH RESPECT TO CLAIMS AGAINST WPE INTERNATIONAL (AS ISSUER), INDUSTRIAS METALÚRGICAS PESCARMONA S.A.I.C. Y F. (“IMPSA”), VENTI S.A. (“VENTI”) AND WIND POWER ENERGIA S.A. (“WPE BRAZIL”, AND TOGETHER WITH IMPSA AND VENTI, THE GUARANTORS) UNDER THE EXISTING NOTES AS RESTRUCTURED PURSUANT TO THE RESTRUCTURING PLAN AND IN THE CASE OF WPE BRAZIL, THE WPE BRAZIL INSOLVENCY PROCEEDINGS (AS DEFINED HEREIN). ANY SECURITIES TO BE DELIVERED TO OR FOR THE BENEFIT OF ANY HOLDERS OF EXISTING NOTES PURSUANT TO THE RESTRUCTURING PLAN WILL BE DELIVERED BY IMPSA. THESE SETTLEMENT INSTRUCTIONS DO NOT CONSTITUTE AN OFFER OR SOLICITATION OF SECURITIES. HOLDERS OF EXISTING NOTES ARE ADVISED TO INFORM THEMSELVES OF THE TERMS OF THE RESTRUCTURING PLAN, WHICH IS AVAILABLE IN SPANISH AND IN ENGLISH AT HTTP://WWW.CNV.GOB.AR/INFO_FINANCIERA.ASP. THE DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS INTO WHOSE POSSESSION THESE SETTLEMENT INSTRUCTIONS COME ARE REQUIRED BY WPE INTERNATIONAL, IMPSA, VENTI THE SETTLEMENT AGENT AND THE SELLING AGENT (EACH AS DEFINED BELOW) TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS. WPE INTERNATIONAL EXPRESSLY RESERVES THE RIGHT, IN ITS SOLE DISCRETION, SUBJECT TO APPLICABLE LAW, TO EXTEND THE EXPIRATION DEADLINE (AS DEFINED HEREIN), THE DISCOUNT NOTES SETTLEMENT DATE (AS DEFINED HEREIN) AND ANY OTHER DATE PROVIDED IN THESE SETTLEMENT INSTRUCTIONS, AND OTHERWISE TO AMEND THE TERMS OF THESE SETTLEMENT INSTRUCTIONS, IN ANY RESPECT, IN FURTHERANCE OF THE RESTRUCTURING PLAN. ANY AMENDMENT OF THESE SETTLEMENT INSTRUCTIONS BY WPE INTERNATIONAL WILL BE FOLLOWED PROMPTLY AS PRACTICABLE BY AN ANNOUNCEMENT THEREOF. WITHOUT LIMITING THE MANNER IN WHICH WPE INTERNATIONAL MAY CHOOSE TO MAKE SUCH ANNOUNCEMENT, WPE INTERNATIONAL WILL NOT, UNLESS OTHERWISE REQUIRED BY LAW, HAVE ANY OBLIGATION TO ADVERTISE OR OTHERWISE COMMUNICATE ANY SUCH ANNOUNCEMENT OTHER THAN BY PRESS RELEASE OR SUCH OTHER MEANS OF ANNOUNCEMENT AS IT DEEMS APPROPRIATE.
Settlement Agent D.F. King & Co., Inc.
48 Wall Street, 22nd Floor, New York, NY 10005 Banks and Brokers call: (212) 269 - 5550 All others call Toll Free: (866) 751 - 6312 Email: [email protected] The date of these Settlement Instructions is June 14, 2018.

SETTLEMENT INSTRUCTIONS

In furtherance of the Restructuring Plan, holders of WPE International’s outstanding 10.375% Senior Notes due 2020 (the “Existing Notes”) are hereby instructed to deliver any and all Existing Notes in accordance with the terms and subject to the conditions set out in these Settlement Instructions.

Background to the Settlement Instructions

These Settlement Instructions are issued in furtherance of each of the Oferta de Acuerdo Preventivo Extrajudicial (the “Oferta”) and the Oferta de Acuerdo Preventivo Extrajudicial (the “Venti Oferta” and, together with the Oferta, the “Restructuring Plan”) filed by IMPSA and Venti on January 27, 2017, which became binding and enforceable upon all holders of Existing Notes pursuant to the decisions of the Second Commercial Court of Mendoza, Argentina, dated October 2 and October 3, 2017, respectively.

In furtherance of the Restructuring Plan, on the Discount Notes Settlement Date (as defined herein) IMPSA will issue for the benefit of holders of Existing Notes certain Discount Senior Notes due 2025 (the “Discount Notes”), pursuant to an Indenture, to be dated on or before July 19, 2018 (the “Discount Notes Indenture”), between IMPSA and Deutsche Bank Trust Company Americas, as Trustee, Registrar, Paying Agent and Transfer Agent (the “Discount Notes Trustee”). The Discount Notes will include the right of holders to receive payments (the “Contingent Recovery Payments”) that may arise from (i) WPE Brazil’s Insolvency Proceedings and (ii) the Guarantee Trust Agreement, dated as of April 27, 2018, among Bank of New York Mellon, as trustee, Banco de Valores S.A., as registration nominee, Venti, Magna Power S.A. and the remaining Original Shareholders thereto, IMPSA and the beneficiaries thereof (the “IMPSA Equity Trust”). The remaining terms and conditions of the Discount Notes are set forth in the Restructuring Plan. Pursuant to the Restructuring Plan, the exchange ratio of Existing Notes and Discount Notes is U.S.$0.336050 nominal unsecured Discount Notes per U.S.$1 of Existing Notes.

The Discount Notes will be settled in accordance with the terms and conditions of these Settlement Instructions.

The Restructuring Plan is incorporated by reference into and forms part of these Settlement Instructions. IMPSA will make available copies of the Restructuring Plan and the Discount Notes Indenture in English at the written request of any holder of Existing Notes addressed to the Settlement Agent.

A description of the Restructuring Plan, including the terms of the Discount Notes, is available in Spanish and in English at http://www.cnv.gob.ar/info_financiera.asp. The Discount Notes Indenture will be available in English at: http://www.cnv.gob.ar/info_financiera.asp.

General

The term to deliver any letter under these Settlement Procedures shall expire at 5:00 p.m., New York City time, on July 19, 2018 (the “Expiration Deadline”) and the date on which the Discount Notes are expected to be issued is July 25, 2018 (the “Discount Notes Settlement Date”).

WPE International may, in its sole discretion, extend, amend or waive any condition of or terminate the Settlement Instructions or modify any date under these Settlement Instructions at any time by the Settlement Agent. Details of any such extension, re-opening, amendment, waiver, termination or modification will be announced as soon as reasonably practicable after the relevant decision is made.

Settlement Instructions

To ensure compliance with U.S. securities laws, holders of Existing Notes (including, for the avoidance of doubt, holders of Existing Notes that timely consented to the Oferta and the Venti Oferta or timely executed the Restructuring Plan) are required to certify their status as a Qualified Owner, as such term is defined in Annex I.

Delivery by Holders of Existing Notes of Certification or Instruction Letters to the Settlement Agent

Qualified Owners: (I) a letter to the Settlement Agent, substantially in the form of Annex II: (i) discharging and irrevocably waiving all claims arising under the Existing Notes Indenture and the Existing Notes against IMPSA, WPE International, Venti and WPE Brazil (without prejudice to such Holder’s right to receive under the Discount Notes that it holds any Contingent Recovery Payments that may arise from WPE Brazil's Insolvency Proceedings) and authorizing the cancellation of the Existing Notes, (ii) certifying the (a) aggregate principal amount of the Existing Notes that it holds, and (b) its status as a Qualified Owner of such Existing Notes, and (iii) identifying the account of such holder to which the Discount Notes that such holder is entitled to receive for its Existing Notes pursuant to the Restructuring Plan must be credited (each, a “Certification Letter”); and
in the case of custodial entities that are participants in the Depository Trust Company (“DTC”), an agent’s message should be transmitted pursuant to DTC’s Automated Tender Offer Program (“ATOP”), by which such holder agrees to be bound by the Certification Letter; or
Non-Qualified Owners: (I) a letter to the Settlement Agent and the Selling Agent (as defined herein), substantially in the form of Annex III: (i) discharging and irrevocably waiving all claims arising under the Existing Notes Indenture and the Existing Notes against IMPSA, WPE International, Venti and WPE Brazil, (ii) certifying the aggregate principal amount of Existing Notes that it holds, (iii) certifying that such holder is not a Qualified Owner of such Existing Notes and (iv) instructing (w) the delivery to the Selling Agent of the Discount Notes allocated to such holder in exchange for its Existing Notes pursuant to the Restructuring Plan, (y) the sale by the Selling Agent of such Discount Notes pursuant to the Cash Proceeds Arrangement (as defined herein), and (z) the transfer pursuant to the Cash Proceeds Arrangement of the net proceeds thereof as provided in these Settlement Instructions (each, an “Instruction Letter”); and
in the case of custodial entities that are participants in DTC, an agent’s message should be transmitted pursuant to DTC’s ATOP, by which such holder agrees to be bound by the Instruction Letter.

The abovementioned documents must be submitted in proper completed and executed form and received by the Settlement Agent on or prior to the Expiration Deadline. Holders of Existing Notes may send digital copies of the Certification Letter or Instruction Letter, as applicable, to the Settlement Agent’s e-mail address set forth below, provided, however, that such holders undertake to promptly provide the original executed counterparts of the completed and executed Certification Letter or Instruction Letter, as applicable. All properly completed and executed Certification Letters or Instruction Letters that are properly submitted on or prior to the Expiration Deadline will be given effect as set forth below.

DTC participants may electronically transmit a holders of Existing Notes’ agreement to be bound by such holder’s Certification Letter or Instruction Letter, as applicable, through DTC’s ATOP, for which the transaction will be eligible. In accordance with ATOP procedures, DTC will then verify the DTC participants electronic message and send an agent’s message to the Settlement Agent for its acceptance. An “agent’s message” is a message transmitted by DTC, received by the Settlement Agent and forming part of the timely confirmation of a book-entry transfer, which states that DTC has received an express acknowledgement from you that you have received the Settlement Instructions and agree to be bound by the terms of the Certification or Instruction Letter that you validly deliver and that we may enforce such agreement against you. A Certification or Instruction Letter need not accompany any communication effected through ATOP; provided, however, that the Settlement Agent must separately receive the Certification or Instruction Letter that you executed as provided above.

Effect of Valid Execution and Delivery of Certification or Instruction Letters

Holders of Existing Notes (including, for the avoidance of doubt, holders of Existing Notes that timely consented to the Oferta and the Venti Oferta or timely executed the Restructuring Plan) that certify as to their non-Qualified Owners status by validly delivering an Instruction Letter by the Expiration Deadline will be entitled to receive from the Settlement Agent the net cash proceeds from the sale of the applicable Discount Notes by Banco Comafi S.A. (the “Selling Agent”) and upon delivery of the net cash proceeds will be deemed to have authorized and instructed the trustee of the Existing Notes to have their Existing Notes cancelled, pursuant to the terms and conditions of the cash proceeds arrangement dated June 14, 2018 (the “Cash Proceeds Arrangement”), among IMPSA, the Settlement Agent and the Selling Agent, which was executed for the benefit of holders of Existing Notes that have certified, on or before the Expiration Deadline, as to their non-Qualified Owner status by validly delivering an Instruction Letter, to permit compliance with U.S. securities law and effect the settlement of the Restructuring Plan. See “Disposition of the Discount Notes by the Selling Agent under the Cash Proceeds Arrangement”.

Effect of Delivery after the Expiration Deadline

Holders that do not certify that they are Qualified Owners or validly deliver an Instruction Letter by the Expiration Deadline shall only be entitled to receive net cash proceeds from the sale of Discount Notes pursuant to the Cash Proceeds Arrangement after validly delivering a Post-Expiration Deadline Instruction Letter (as defined herein), the Evidence of Cancellation Documents (as defined herein) and such other documentation as the Settlement Agent, the Escrow Agent (as defined herein), the Existing Notes Trustee (as defined herein) or the Discount Notes Trustee, as applicable, may require to the Settlement Agent until the date on which the remaining net cash proceeds after the distribution made by the Selling Agent are transferred to the Escrow Agent (as defined herein) and, thereafter, to the Escrow Agent pursuant to these Settlement Instructions and the Cash Proceeds Arrangement. See “Disposition of the Discount Notes by the Selling Agent under the Cash Proceeds Arrangement”.

General

For the purposes of the Restructuring Plan pursuant to Argentine law, on the Discount Notes Settlement Date all holders of Existing Notes will be deemed to have discharged and irrevocably waived all claims arising under the Existing Notes Indenture and the Existing Notes against IMPSA, WPE International and Venti. For the avoidance of doubt, (i) nothing in these Settlement Instructions (including, but not limited to, the failure by a holder of Existing Notes to deliver a Certification Letter, Instruction Letter or a Post-Expiration Deadline Instruction Letter) other than the delivery of a Certification Letter, Instruction Letter or a Post-Expiration Deadline Instruction Letter shall impair or otherwise affect the claims against Wind Power Energia S.A. (“WPE Brazil”) arising under the Existing Notes as the same have been restructured in the proceedings No. 0006703-65.2014.8.17.0370 held with the 4th Civil Court of Cabo de Santo Agostinho, Pernambuco, Brazil (“WPE Brazil’s Insolvency Proceedings”), and (ii) any proceeds from the recovery in WPE’s Brazil Insolvency Proceedings arising from any claims against WPE Brazil under the Existing Notes shall be transferred to the Discount Notes Trustee, for the benefit of the holders of the Discount Notes, and, upon receipt thereof, the Discount Notes Trustee will transfer such proceeds ratably to the then holders of the Discount Notes.

Register of holders of Existing Notes

The Settlement Agent will keep a register of the holders of Existing Notes that (a) validly and timely deliver a Certification Letter or an Instruction Letter by the Expiration Deadline, and (b) validly deliver a Post-Expiration Deadline Instruction Letter, Evidence of Cancellation Documents or any other document required by the Settlement Agent, the Existing Notes Trustee or the Discount Notes Trustee until the date on which the remaining net cash proceeds after the distribution made by the Selling Agent are transferred to the Escrow Agent as provided in “Disposition of the Discount Notes by the Selling Agent under the Cash Proceeds Arrangement”.

The Escrow Agent will keep a register of the holders of Existing Notes that validly deliver a Post-Expiration Deadline Instruction Letter, Evidence of Cancellation Documents or any other document required by the Escrow Agent, the Existing Notes Trustee or the Discount Notes Trustee after the date on which the remaining net cash proceeds after the distribution made by the Selling Agent are transferred to the Escrow Agent as provided in “Disposition of the Discount Notes by the Selling Agent under the Cash Proceeds Arrangement”.

Discount Notes Settlement

On the Discount Notes Settlement Date, simultaneously:

IMPSA will instruct the Discount Notes Trustee to issue U.S.$182,810,401 of Discount Notes;
the Existing Notes of holders that validly and timely delivered a Certification Letter or an Instruction Letter by the Expiration Deadline shall be written down, without prejudice to their rights under Section 5.3 of the Restructuring Plan and to the Contingent Recovery Payments; and
the Settlement Agent will instruct the transfer to:
each holder of Existing Notes that validly and timely delivered a Certification Letter by the Expiration Deadline and that is identified in the Settlement Agent’s register, the Discount Notes to which it is entitled for credit to the account identified in such Certification Letter (in exchange for the cancellation of the Existing Notes related to such Certification Letter); and
the Selling Agent, the remaining Discount Notes, to be sold by the Selling Agent for the benefit of the remaining holders of Existing Notes pursuant to the Cash Proceeds Arrangement.

Disposition of the Discount Notes by the Selling Agent under the Cash Proceeds Arrangement

The Selling Agent will sell or cause all of the Discount Notes transferred to it on the Discount Notes Settlement Date to be sold to third parties in “offshore transactions” (as defined in Regulation S under the Securities Act of 1933, as amended) within six (6) months following the Discount Notes Settlement Date pursuant to the Cash Proceeds Arrangement.

Within five (5) days following the Expiration Deadline, the Settlement Agent shall provide the Selling Agent and Deutsche Bank Trust Company Americas, as trustee under the Existing Notes Indenture (the “Existing Notes Trustee”) with a report (A) identifying: (i) each holder of Existing Notes that validly delivered to the Settlement Agent an Instruction Letter by the Expiration Deadline (each, an “Instructing Holder”), and (ii) the percentage of Discount Notes that each such Instructing Holder would have otherwise received under the Restructuring Plan, and

the balance of Discount Notes corresponding to holders of Existing Notes that have not identified themselves pursuant to these Settlement Instructions (collectively the “Undistributed Discount Notes”).

Within ten (10) days following the completion of the sale of Undistributed Discount Notes, the Selling Agent will transfer to DTC (pursuant to the instructions of the Settlement Agent) the portion of net cash proceeds from the sale of the Undistributed Discount Notes corresponding to the Instructing Holders, for distribution of such proceeds to each of the Instructing Holders in the percentages informed by the Settlement Agent in exchange for the cancellation

of the Existing Notes related to such Instructions by the Existing Notes Trustee. For the avoidance of doubt, if the Selling Agent sells all of the Undistributed Discount Notes before six months following the Discount Notes Settlement Date, IMPSA will give notice to the holders of the Existing Notes of such circumstance and of the date of distribution of the net cash proceeds arising thereof through a press release and will provide a copy of such notice to the Existing Notes Trustee and the Discount Notes Trustee.

Within fifteen (15) days following the sale of the Undistributed Discount Notes, the Selling Agent will transfer any remaining net cash proceeds that were not distributed as provided in the previous paragraph to IMPSA or any entity appointed by IMPSA (the “Escrow Agent”) for further distribution to any holder of remaining Existing Notes that validly delivers to the Settlement Agent until the date on which the abovementioned remaining net cash proceeds are transferred to the Escrow Agent and, thereafter, to the Escrow Agent, in form and substance satisfactory to the Settlement Agent or the Escrow Agent, as applicable:

1. a letter (i) discharging and irrevocably waiving all claims arising under the Existing Notes Indenture and the Existing Notes against IMPSA, WPE International, Venti and WPE Brazil, (ii) certifying the aggregate principal amount of Existing Notes that it holds, and (iii) ratifying (w) the delivery to the Selling Agent of the Discount Notes allocated to such holder in exchange for its Existing Notes pursuant to the Restructuring Plan, (y) the sale by the Selling Agent of such Discount Notes pursuant to the Cash Proceeds Arrangement, and (z) the transfer pursuant to these Settlement Instructions of the net proceeds thereof to the Escrow Agent, and (v) instructing the Escrow Agent the transfer pursuant to these Settlement Instructions of the applicable net proceeds thereof to the account of such holder identified in such letter (each, an “Post-Expiration Deadline Instruction Letter”);
(i) evidence of submission, re-submission of, or instruction to the applicable DTC participant, broker or custodian, as applicable, to submit or re-submit, with the Existing Notes Trustee a Deposit and Withdrawal at Custodian cancellation instruction of the Existing Notes of such holder to implement their cancellation or such other form as may replace such instruction, and (ii) confirmation of cancellation of such holder’s Existing Notes from the Existing Notes Trustee or broker or custodian’s register; ((i) and (ii), collectively, the “Evidence of Cancellation Documents”); and
such other documentation as the Settlement Agent, the Escrow Agent, the Existing Notes Trustee or the Discount Notes Trustee, as applicable, may require.

No net cash proceeds will be distributed until all Undistributed Discount Notes have been sold.

Lapse of Right of Holders to Claim Net Cash Proceeds

The right of holders of all remaining Existing Notes to claim any net cash proceeds transferred to the Escrow Agent as provided in the last paragraph of “Disposition of the Discount Notes by the Selling Agent under the Cash Proceeds Arrangement” above shall lapse as a matter of Argentine law on the date that is the first anniversary of the date on which such net cash proceeds are transferred to the Escrow Agent. Please note that Holders may lose all rights against IMPSA, WPE International, Venti and WPE Brazil if they fail to timely respond in accordance with the procedures set forth herein.

Amendments

WPE International expressly reserves the right, in its sole discretion, subject to applicable law, to extend the Expiration Deadline, the Discount Notes Settlement Date and any other date provided in these Settlement Instructions, and otherwise to amend the terms of these Settlement Instructions, in any respect, in furtherance of the Restructuring Plan. Any amendment of these Settlement Instructions by WPE International will be followed promptly as practicable by an announcement thereof. Without limiting the manner in which WPE International may choose to make such announcement, WPE International will not, unless otherwise required by law, have any

obligation to advertise or otherwise communicate any such announcement other than by press release or such other means of announcement as it deems appropriate.

***

Any questions or requests for assistance may be directed to the Settlement Agent at the addresses and telephone number set forth below. Requests for additional copies of these Settlement Instructions may be directed to the Settlement Agent.

The Settlement Agent for the Settlement Instructions is:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor, New York, NY 10005 Banks and Brokers call: (212) 269 - 5550

All others call Toll Free: (866) 751 - 6312 Email: [email protected]

ANNEX I

QUALIFIED OWNERS

A “Qualified Owner” is a beneficial owner of Existing Notes that certifies that it is: (a) a “qualified institutional buyer,” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”); or

(b) a person outside the United States who is (i) not a “U.S. person” (as defined in Rule 902 under the Securities Act), and (ii) not acting for the account or benefit of a U.S. person. The definitions of “qualified institutional buyer” and “U.S. person” are set forth below.

“Qualified Institutional Buyer” means:

Any of the following entities, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with the entity:
Any insurance company as defined in Section 2(a)(13) of the Securities Act of 1933, as amended (the “Securities Act”);
Any investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), or any business development company as defined in Section 2(a)(48) of the Investment Company Act;
Any small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;
Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees;
Any employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended;
Any trust fund whose trustee is a bank or trust company and whose participants are exclusively plans of the types identified in subparagraph (1)(d) or (e) above, except trust funds that include as participants individual retirement accounts or H.R. 10 plans;
Any business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”);
Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation (other than a bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan association or other institution referenced in Section 3(a)(5)(A) of the Securities Act or a foreign bank or savings and loan association or equivalent institution), partnership, or Massachusetts or similar business trust; and
Any investment adviser registered under the Investment Advisers Act.
Any dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $10 million of securities of issuers that are not affiliated with the dealer, provided that securities constituting the whole or a part of an unsold allotment to or subscription by a dealer as a participant in a public offering shall not be deemed to be owned by such dealer;
Any dealer registered pursuant to Section 15 of the Exchange Act acting in a riskless principal transaction on behalf of a qualified institutional buyer;
Any investment company registered under the Investment Company Act, acting for its own account or for the accounts of other qualified institutional buyers, that is part of a family of investment companies which own in the aggregate at least $100 million in securities of issuers, other than issuers that are affiliated with the investment company or are part of such family of investment companies. “Family of investment companies” means any two or more investment companies registered under the Investment Company Act, except for a unit investment trust whose assets consist solely of shares of one or more registered investment companies, that have the same investment adviser (or, in the case of unit investment trusts, the same depositor), provided that, for purposes of this subparagraph:
Each series of a series company (as defined in Rule 18f-2 under the Investment Company Act) shall be deemed to be a separate investment company; and
Investment companies shall be deemed to have the same adviser (or depositor) if their advisers (or depositors) are majority-owned subsidiaries of the same parent, or if one investment company’s adviser (or depositor) is a majority-owned subsidiary of the other investment company’s adviser (or depositor);
Any entity, all of the equity owners of which are qualified institutional buyers, acting for its own account or the accounts of other qualified institutional buyers; and
Any bank as defined in Section 3(a)(2) of the Securities Act, any savings and loan association or other institution as referenced in Section 3(a)(5)(A) of the Securities Act, or any foreign bank or savings and loan association or equivalent institution, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with it and that has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements, as of a date not more than 16 months preceding the date of sale under the rule in the case of a U.S. bank or savings and loan association, and not more than 18 months preceding such date of sale for a foreign bank or savings and loan association or equivalent institution.

For purposes of the foregoing definition:

In determining the aggregate amount of securities owned and invested on a discretionary basis by an entity, the following instruments and interests shall be excluded: bank deposit notes and certificates of deposit; loan participations; repurchase agreements; securities owned but subject to a repurchase agreement; and currency, interest rate and commodity swaps.
The aggregate value of securities owned and invested on a discretionary basis by an entity shall be the cost of such securities, except where the entity reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published. In the latter event, the securities may be valued at market for purposes of the foregoing definition.
In determining the aggregate amount of securities owned by an entity and invested on a discretionary basis, securities owned by subsidiaries of the entity that are consolidated with the entity in its financial statements prepared in accordance with generally accepted accounting principles may be included if the investments of such subsidiaries are managed under the direction of the entity, except that, unless the entity is a reporting company under Section 13 or 15(d) of the Exchange Act, securities owned by such subsidiaries may not be included if the entity itself is a majority-owned subsidiary that would be included in the consolidated financial statements of another enterprise.
“Riskless principal transaction” means a transaction in which a dealer buys a security from any person and makes a simultaneous offsetting sale of such security to a qualified institutional buyer, including another dealer acting as riskless principal for a qualified institutional buyer.

* * * * * *

“U.S. person” means:

Any natural person resident in the United States;
Any partnership or corporation organized or incorporated under the laws of the United States;
Any estate of which any executor or administrator is a U.S. person;
Any trust of which any trustee is a U.S. person;
Any agency or branch of a foreign entity located in the United States;
Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;
Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and
Any partnership or corporation if:
Organized or incorporated under the laws of any foreign jurisdiction; and
Formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.

* * * * * *

ANNEX II

FORM OF CERTIFICATION LETTER


To: D.F. King & Co., as Settlement Agent
c.c.: Industrias Metalúrgicas Pescarmona S.A.I.C. y F. (“IMPSA”) WPE International Cooperatief U.A. Venti S.A.

Ladies and Gentlemen:

The undersigned acknowledges receipt of the Settlement Instructions dated June 14, 2018 (the “Settlement Instructions”). Capitalized terms used, but not defined, in this letter shall have the meanings set forth in the Settlement Instructions.

The undersigned hereby discharges and irrevocably waives all claims arising under the Existing Notes Indenture and the Existing Notes against IMPSA, WPE International, Venti and WPE Brazil. The undersigned hereby authorizes the Trustee to cancel the undersigned’s Existing Notes.

The undersigned hereby represents and warrants to the Settlement Agent and IMPSA as follows:

- 1. it is the beneficial owner, or is acting on behalf of a beneficial owner, of the Existing Notes set forth below [and such holder timely consented to the Oferta and the Venti Oferta or timely executed the Restructuring Plan] 2; and
- it is
a “qualified institutional buyer,” as defined in the Settlement Instructions, that is acting for either (i) its own account or (ii) the accounts of other qualified institutional buyers, for which certification as qualified institutional buyers can be validated by a written certification received within the last six months, and as to which it exercises sole investment discretion and has the authority to make the statements in this letter; or
a person outside the United States who is (i) not a “U.S. person,” (as that term is defined in Rule 902 under the Securities Act), and (ii) not acting for the account or benefit of a

U.S. person as defined in the Settlement Instructions.

In exchange for the cancellation of the Existing Notes set forth below, the undersigned hereby irrevocably authorizes and instructs the Settlement Agent to transfer the Discount Notes that such holder of Existing Notes is entitled to receive pursuant to the Restructuring Plan to the following account of such holder: [●].

The undersigned understands that it is providing the information contained herein to the Settlement Agent and IMPSA solely for purposes of IMPSA’s consideration of transactions with respect to the Existing Notes in furtherance of the Restructuring Plan. This letter neither is an offer nor a solicitation of an offer with respect to the Existing Notes or the Discount Notes, and does not create any obligations whatsoever on the part of IMPSA, WPE International or Venti to make any offer.

The undersigned agrees to notify the Settlement Agent and IMPSA if any of the representations the undersigned makes in this letter cease to be correct and agrees to cooperate with IMPSA, the Settlement Agent and the Existing Trustee as needed to effect the delivery of the Discount Notes.

2 Bracketed language required for holders that either timely consented to the Oferta and Venti Oferta or timely executed the Restructuring Plan.

The undersigned undertakes to promptly provide the Settlement Agent with the original executed counterparts of the completed and executed counterpart of this letter.


Dated: , 2018	Very truly yours,
Aggregate Principal Amount of Existing Notes:	By: (Signature)
	(Name and Title)
CUSIP:
ISIN: COMMON CODE: Principal amount held: U.S.$
DTC Participant Number:
Voluntary Offering Instructions Number:	(Institution)
	(Address)
	(City/State/Zip Code)
	(Phone)
	(Facsimile)
	(E-Mail Address)

ANNEX III

FORM OF INSTRUCTION LETTER


To: D.F. King & Co., as Settlement Agent Banco Comafi S.A., as Selling Agent
c.c.: [Industrias Metalurgicas Pescarmona S.A.I.C. y F.] WPE International Cooperatief U.A. Venti S.A.

Ladies and Gentlemen:

The undersigned hereby represents and warrants to the Settlement Agent, the Selling Agent and IMPSA:

it is the beneficial owner, or is acting on behalf of a beneficial owner, of the Existing Notes set forth below [and such holder timely consented to the Oferta and the Venti Oferta or timely executed the Restructuring Plan]3, and
it is not:
a “qualified institutional buyer,” as defined in the Settlement Instructions, that is acting for either (i) its own account or (ii) the accounts of other qualified institutional buyers, for which certification as qualified institutional buyers can be validated by a written certification received within the last six months, and as to which it exercises sole investment discretion and has the authority to make the statements in this letter; or
a person outside the United States who is (i) not a “U.S. person,” (as that term is defined in Rule 902 under the Securities Act), and (ii) not acting for the account or benefit of a

U.S. person as defined in the Settlement Instructions.

To comply with applicable securities regulations, the undersigned hereby irrevocably authorizes and instructs:

- 1. the Settlement Agent to transfer and deliver the Discount Notes that it is entitled to receive for its Existing Notes pursuant to the Restructuring Plan to the Selling Agent as provided in the Settlement Instructions;
- the Selling Agent to:

hold and dispose of the Discount Notes allocated to it for its Existing Notes pursuant to the Restructuring Plan pursuant to the terms and conditions of the Cash Proceeds

3 Bracketed language required for holders that either timely consented to the Oferta and Venti Oferta or timely executed the Restructuring Plan.

Arrangement, including, without limitation, to sell such Discount Notes and dispose of the proceeds thereof as provided in the Cash Proceeds Arrangement;

- - 1. transfer the net cash proceeds from the sale of the Discount Notes that is entitled to receive for its Existing Notes pursuant to the Restructuring Plan as provided in the Settlement Instructions; and
- the Settlement Agent to instruct the cancellation by the Existing Notes Trustee of its Existing Notes upon confirmation by the Selling Agent of the transfer contemplated in paragraph (2) above.

The undersigned understands that it is providing the information contained herein to the Settlement Agent, the Selling Agent and IMPSA solely for purposes of IMPSA’s consideration of transactions with respect to the Existing Notes in furtherance of the Restructuring Plan. This letter neither is an offer nor a solicitation of an offer with respect to the Existing Notes or the Discount Notes and does not creates any obligations whatsoever on the part of IMPSA, WPE International or Venti to make any offer.

The undersigned agrees to notify the Settlement Agent, the Selling Agent and IMPSA if any of the representations the undersigned makes in this letter cease to be correct and to cooperate with the Existing Notes Trustee, the Settlement Agent and IMPSA as needed to effect the delivery of the Discount Notes.

The undersigned undertakes to promptly provide the Settlement Agent with the original executed counterparts of the completed and executed counterpart of this letter.


Dated: , 2018	Very truly yours,
Aggregate Principal Amount of Existing Notes:	By: (Signature)
	(Name and Title)
CUSIP: ISIN: COMMON CODE:
Principal amount held: U.S.$
DTC Participant Number:
Voluntary Offering Instructions Number:	(Institution)
	(Address)
	(City/State/Zip Code)
	(Phone)
	(Facsimile)
	(E-Mail Address)

ALL DEPOSITORIES, CUSTODIANS, AND OTHER INTERMEDIARIES ARE REQUESTED TO IMMEDIATELY RE-TRANSMIT THIS NOTICE TO BENEFICIAL OWNERS OF THE NOTES PROMPTLY.

THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE NOTES.

June 14, 2018

TIME SENSITIVE

NOTICE TO HOLDERS OF THE FOLLOWING SECURITIES: INDUSTRIAS METALURGICAS PESCARMONA S.A.I.C. Y F.

11.25% SENIOR NOTES DUE 2014 CUSIP/ISIN 45647VAG0 / US4567VAG05 CUSIP/ISIN P5537SAD4 / USP5537SAD471 (COLLECTIVELY, THE “EXISTING NOTES”)

This notice is being issued by Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), under the Indenture dated as of October 22, 2007, as amended and restated on September 30, 2010, among Industrias Metalurgicas Pescarmona S.A.I.C. y F. (“IMPSA” or the “Issuer”), and the Trustee, which governs the Existing Notes (the “Existing Notes Indenture”). Capitalized terms used herein but not defined shall have the meanings ascribed to such terms as used in the Existing Notes Indenture.

S.A. (the “Venti Oferta”), the controlling shareholder of IMPSA, in respect of the eligible debt (which included the Existing Notes) due to having received the creditors’ consents required under Argentine law for such purposes. The Oferta and the Venti Oferta, as confirmed by the Court, shall be identified collectively as the “Restructuring Plan”.

“Settlement Instructions”). Please note that none of the Certification or Instruction Letters (as defined herein) should be returned to Trustee. Holders must follow the instructions provided by the Company in the attached Settlement Instructions. The Trustee cannot act on behalf of Holders in connection with the Settlement Instructions. Please note that Holders may lose all rights against IMPSA and Venti if they fail to timely respond in accordance with the procedures set forth in the Settlement Instructions.

None of Trustee, IMPSA or the Settlement Agent are making any recommendation with respect to the Settlement Instructions relating to the Restructuring Plan. None of the Trustee, IMPSA or the Settlement Agent express any opinion as to whether the terms of the Restructuring Plan or the Settlement Instructions are fair to any Holder. Holders must make their own decision as to whether to follow the Settlement Instructions and the implications of not doing so under the Restructuring Plan. The Trustee or the Settlement Agent assume no responsibility for the accuracy or completeness of the information contained in the Settlement Instructions attached hereto as Exhibit A or any amendments or supplements to the foregoing or for any failure by the Issuer or Venti or any other party to disclose events that may have occurred and may affect the significance or accuracy of such information.

Questions regarding the Settlement Instructions should be directed to the Issuer or the Settlement Agent at the contact information below:

Address in the Province of Mendoza, Argentina: Carril Rodriguez Peňa 2451

Godoy Cruz, Mendoza, Argentina Telephone: 54-261-413-1300

Address in the City of Buenos Aires, Argentina: Reconquista 1056, 7th floor

C1003ACW

Buenos Aires, Argentina Telephone: 54-11-5071-0800

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor, New York, NY 10005 Telephone: (212) 269 – 5550

All others call Toll Free: (866) 751-6312 Email: [email protected]

Any Holder may direct questions to the Trustee to the attention of Ana Higueras and Brendan Meyer at:

Deutsche Bank Trust Company Americas c/o Deutsche Bank National Trust Company 100 Plaza One, 8th Floor

Mail Stop JCY03-0801 Jersey City, NJ 07311-3901 United States of America [email protected]

[email protected]

Contact information for the Trustee’s counsel is as follows: PILLSBURY WINTHROP SHAW PITTMAN LLP

1540 Broadway

New York, New York 10036-4039 United States of America

Phone: (212) 858-1000

Fax: (212) 858-1500

Attn: Frank Vivero, Esq. [email protected]

Peter Baumgaertner, Esq. [email protected]

The Trustee may conclude that a specific response to a particular inquiry from an individual Holder is not consistent with an equal and full dissemination of significant information to all Holders.

Deutsche Bank Trust Company Americas, as Trustee

EXHIBIT A

June 14, 2018

INDUSTRIAS METALÚRGICAS PESCARMONA S.A.I.C. Y F.

Notice of Settlement Instructions to the holders of

INDUSTRIAS METALURGICAS PESCARMONA S.A.I.C Y F.

outstanding 11.25% Senior Notes due 2014 CUSIP/ISIN 45647V AG0 / US4567VAG05 CUSIP/ISIN P5537S AD4 / USP5537SAD47

(collectively, the “Existing Notes”)

The abovementioned instructions are intended only for the holders of Existing Holders. Pursuant to these instructions, the settlement of such holders must be made with the Settlement Agent.


THE TERM TO DELIVER ANY LETTER PURSUANT TO THESE SETTLEMENT INSTRUCTIONS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 19, 2018, UNLESS EXTENDED, RE-OPENED, AMENDED OR TERMINATED BY INDUSTRIAS METALURGICAS PESCARMONA S.A.I.C. Y F. (“IMPSA”) AS PROVIDED IN THESE SETTLEMENT INSTRUCTIONS. THE DEADLINES SET BY ANY INTERMEDIARY OR CLEARING SYSTEM THROUGH WHICH THE EXISTING NOTES ARE HELD MAY BE EARLIER THAN THIS DEADLINE.
THESE SETTLEMENT INSTRUCTIONS ARE BEING DELIVERED BY IMPSA WITH RESPECT TO CLAIMS AGAINST IMPSA (AS ISSUER) AND VENTI S.A. (AS GUARANTOR) (“VENTI”) UNDER THE EXISTING NOTES AS RESTRUCTURED PURSUANT TO THE RESTRUCTURING PLAN. ANY SECURITIES TO BE DELIVERED TO OR FOR THE BENEFIT OF ANY HOLDERS OF EXISTING NOTES PURSUANT TO THE RESTRUCTURING PLAN WILL BE DELIVERED BY IMPSA. THESE SETTLEMENT INSTRUCTIONS DO NOT CONSTITUTE AN OFFER OR SOLICITATION OF SECURITIES. HOLDERS OF EXISTING NOTES ARE ADVISED TO INFORM THEMSELVES OF THE TERMS OF THE RESTRUCTURING PLAN, WHICH IS AVAILABLE IN SPANISH AND IN ENGLISH AT HTTP://WWW.CNV.GOB.AR/INFO_FINANCIERA.ASP. THE DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS INTO WHOSE POSSESSION THESE SETTLEMENT INSTRUCTIONS COME ARE REQUIRED BY IMPSA, VENTI, THE SETTLEMENT AGENT AND THE SELLING AGENT (EACH AS DEFINED BELOW) TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS. IMPSA EXPRESSLY RESERVES THE RIGHT, IN ITS SOLE DISCRETION, SUBJECT TO APPLICABLE LAW, TO EXTEND THE EXPIRATION DEADLINE (AS DEFINED HEREIN), THE DISCOUNT NOTES SETTLEMENT DATE (AS DEFINED HEREIN) AND ANY OTHER DATE PROVIDED IN THESE SETTLEMENT INSTRUCTIONS, AND OTHERWISE TO AMEND THE TERMS OF THESE SETTLEMENT INSTRUCTIONS, IN ANY RESPECT, IN FURTHERANCE OF THE RESTRUCTURING PLAN. ANY AMENDMENT OF THESE SETTLEMENT INSTRUCTIONS BY IMPSA WILL BE FOLLOWED PROMPTLY AS PRACTICABLE BY AN ANNOUNCEMENT THEREOF. WITHOUT LIMITING THE MANNER IN WHICH IMPSA MAY CHOOSE TO MAKE SUCH ANNOUNCEMENT, IMPSA WILL NOT, UNLESS OTHERWISE REQUIRED BY LAW, HAVE ANY OBLIGATION TO ADVERTISE OR OTHERWISE COMMUNICATE ANY SUCH ANNOUNCEMENT OTHER THAN BY PRESS RELEASE OR SUCH OTHER MEANS OF ANNOUNCEMENT AS IT DEEMS APPROPRIATE.
Settlement Agent D.F. King & Co., Inc.
48 Wall Street, 22nd Floor, New York, NY 10005 Banks and Brokers call: (212) 269 - 5550 All others call Toll Free: (866) 751 - 6312 Email: [email protected]

The date of these Settlement Instructions is June 14, 2018.

SETTLEMENT INSTRUCTIONS

In furtherance of the Restructuring Plan, holders of IMPSA’s outstanding 11.25% Senior Notes due 2014 (the “Existing Notes”) are hereby instructed to deliver any and all Existing Notes in accordance with the terms and subject to the conditions set out in these Settlement Instructions.

Background to the Settlement Instructions

These Settlement Instructions are issued in furtherance of the Oferta de Acuerdo Preventivo Extrajudicial (the “Oferta”) and the Oferta de Acuerdo Preventivo Extrajudicial (the “Venti Oferta” and, together with the Oferta, the “Restructuring Plan”) filed by IMPSA and Venti on January 27, 2017, which became binding and enforceable upon all holders of Existing Notes pursuant to the decisions of the Second Commercial Court of Mendoza, Argentina, dated October 2 and October 3, 2017, respectively.

1. and the remaining Original Shareholders thereto, IMPSA and the beneficiaries thereof (the “IMPSA Equity Trust”). The remaining terms and conditions of the Discount Notes are set forth in the Restructuring Plan. Pursuant to the Restructuring Plan, the exchange ratio of Existing Notes and Discount Notes is U.S.$0.336050 nominal unsecured Discount Notes per U.S.$1 of Existing Notes.

The Discount Notes will be settled in accordance with the terms and conditions of these Settlement Instructions.

General

IMPSA may, in its sole discretion, extend, amend or waive any condition of or terminate the Settlement Instructions or modify any date under these Settlement Instructions at any time by the Settlement Agent. Details of any such extension, re-opening, amendment, waiver, termination or modification will be announced as soon as reasonably practicable after the relevant decision is made.

Settlement Instructions

Delivery by Holders of Existing Notes of Certification or Instruction Letters to the Settlement Agent

Qualified Owners: (I) a letter to the Settlement Agent, substantially in the form of Annex II: (i) discharging and irrevocably waiving all claims arising under the Existing Notes Indenture and the Existing Notes against IMPSA and Venti and authorizing the cancellation of the Existing Notes, (ii) certifying the (a) aggregate principal amount of the Existing Notes that it holds, and (b) its status as a Qualified Owner of such Existing Notes, and (iii) identifying the account of such holder to which the Discount Notes that such holder is entitled to receive for its Existing Notes pursuant to the Restructuring Plan must be credited (each, a “Certification Letter”); and
in the case of custodial entities that are participants in the Depository Trust Company (“DTC”), an agent’s message should be transmitted pursuant to DTC’s Automated Tender Offer Program (“ATOP”), by which such holder agrees to be bound by the Certification Letter; or
Non-Qualified Owners: (I) a letter to the Settlement Agent and the Selling Agent (as defined herein), substantially in the form of Annex III: (i) discharging and irrevocably waiving all claims arising under the Existing Notes Indenture and the Existing Notes against IMPSA and Venti, (ii) certifying the aggregate principal amount of Existing Notes that it holds, (iii) certifying that such holder is not a Qualified Owner of such Existing Notes and (iv) instructing (w) the delivery to the Selling Agent of the Discount Notes allocated to such holder in exchange for its Existing Notes pursuant to the Restructuring Plan, (y) the sale by the Selling Agent of such Discount Notes pursuant to the Cash Proceeds Arrangement (as defined herein), and (z) the transfer pursuant to the Cash Proceeds Arrangement of the net proceeds thereof as provided in these Settlement Instructions (each, an “Instruction Letter”); and
in the case of custodial entities that are participants in DTC, an agent’s message should be transmitted pursuant to DTC’s ATOP, by which such holder agrees to be bound by the Instruction Letter.

DTC participants may electronically transmit a holders of Existing Notes’ agreement to be bound by such holder’s Certification Letter or Instruction Letter, as applicable, through DTC’s ATOP, for which the transaction will be eligible. In accordance with ATOP procedures, DTC will then verify the DTC participants electronic message and send an agent’s message to the Settlement Agent for its acceptance. An “agent’s message” is a message transmitted by DTC, received by the Settlement Agent and forming part of the timely confirmation of a book-entry transfer, which states that DTC has received an express acknowledgement from you that you have received the Settlement Instructions and agree to be bound by the terms of the Certification or Instruction Letter that you validly deliver and that we may enforce such agreement against you. A Certification or Instruction Letter need not accompany any communication effected through ATOP; provided, however, that the Settlement Agent must separately receive the Certification or Instruction Letter that you executed as provided above.

Effect of Valid Execution and Delivery of Certification or Instruction Letters

Effect of Delivery after the Expiration Deadline

General

Register of holders of Existing Notes

Discount Notes Settlement

On the Discount Notes Settlement Date, simultaneously:

IMPSA will instruct the Discount Notes Trustee to issue U.S.$2,598,118 of Discount Notes;
the Existing Notes of holders that validly and timely delivered a Certification Letter or an Instruction Letter by the Expiration Deadline shall be written down, without prejudice to their rights under Section 5.3 of the Restructuring Plan and to the Contingent Recovery Payments; and
the Settlement Agent will instruct the transfer to:
each holder of Existing Notes that validly and timely delivered a Certification Letter by the Expiration Deadline and that is identified in the Settlement Agent’s register, the Discount Notes to which it is entitled for credit to the account identified in such Certification Letter (in exchange for the cancellation of the Existing Notes related to such Certification Letter); and
the Selling Agent, the remaining Discount Notes, to be sold by the Selling Agent for the benefit of the remaining holders of Existing Notes pursuant to the Cash Proceeds Arrangement.

Disposition of the Discount Notes by the Selling Agent under the Cash Proceeds Arrangement

the balance of Discount Notes corresponding to holders of Existing Notes that have not identified themselves pursuant to these Settlement Instructions (collectively the “Undistributed Discount Notes”).

Selling Agent sells all of the Undistributed Discount Notes before six months following the Discount Notes Settlement Date, IMPSA will give notice to the holders of the Existing Notes of such circumstance and of the date of distribution of the net cash proceeds arising thereof through a press release and will provide a copy of such notice to the Existing Notes Trustee and the Discount Notes Trustee.

1. a letter (i) discharging and irrevocably waiving all claims arising under the Existing Notes Indenture and the Existing Notes against IMPSA and Venti, (ii) certifying the aggregate principal amount of Existing Notes that it holds, and (iii) ratifying (w) the delivery to the Selling Agent of the Discount Notes allocated to such holder in exchange for its Existing Notes pursuant to the Restructuring Plan, (y) the sale by the Selling Agent of such Discount Notes pursuant to the Cash Proceeds Arrangement, and (z) the transfer pursuant to these Settlement Instructions of the net proceeds thereof to the Escrow Agent, and (v) instructing the Escrow Agent the transfer pursuant to these Settlement Instructions of the applicable net proceeds thereof to the account of such holder identified in such letter (each, an “Post-Expiration Deadline Instruction Letter”);
(i) evidence of submission, re-submission of, or instruction to the applicable DTC participant, broker or custodian, as applicable, to submit or re-submit, with the Existing Notes Trustee a Deposit and Withdrawal at Custodian cancellation instruction of the Existing Notes of such holder to implement their cancellation or such other form as may replace such instruction, and (ii) confirmation of cancellation of such holder’s Existing Notes from the Existing Notes Trustee or broker or custodian’s register; ((i) and (ii), collectively, the “Evidence of Cancellation Documents”); and
such other documentation as the Settlement Agent, the Escrow Agent, the Existing Notes Trustee or the Discount Notes Trustee, as applicable, may require.

No net cash proceeds will be distributed until all Undistributed Discount Notes have been sold.

Lapse of Right of Holders to Claim Net Cash Proceeds

The right of holders of all remaining Existing Notes to claim any net cash proceeds transferred to the Escrow Agent as provided in the last paragraph of “Disposition of the Discount Notes by the Selling Agent under the Cash Proceeds Arrangement” above shall lapse as a matter of Argentine law on the date that is the first anniversary of the date on which such net cash proceeds are transferred to the Escrow Agent. Please note that Holders may lose all rights against IMPSA and Venti if they fail to timely respond in accordance with the procedures set forth herein.

Amendments

IMPSA expressly reserves the right, in its sole discretion, subject to applicable law, to extend the Expiration Deadline, the Discount Notes Settlement Date and any other date provided in these Settlement Instructions, and otherwise to amend the terms of these Settlement Instructions, in any respect, in furtherance of the Restructuring Plan. Any amendment of these Settlement Instructions by IMPSA will be followed promptly as practicable by an announcement thereof. Without limiting the manner in which IMPSA may choose to make such announcement, IMPSA will not, unless otherwise required by law, have any obligation to advertise or otherwise communicate any such announcement other than by press release or such other means of announcement as it deems appropriate.

***

The Settlement Agent for the Settlement Instructions is:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor, New York, NY 10005 Banks and Brokers call: (212) 269 - 5550

All others call Toll Free: (866) 751 - 6312 Email: [email protected]

ANNEX I

QUALIFIED OWNERS

“Qualified Institutional Buyer” means:

Any of the following entities, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with the entity:
Any insurance company as defined in Section 2(a)(13) of the Securities Act of 1933, as amended (the “Securities Act”);
Any investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), or any business development company as defined in Section 2(a)(48) of the Investment Company Act;
Any small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;
Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees;
Any employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended;
Any trust fund whose trustee is a bank or trust company and whose participants are exclusively plans of the types identified in subparagraph (1)(d) or (e) above, except trust funds that include as participants individual retirement accounts or H.R. 10 plans;
Any business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”);
Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation (other than a bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan association or other institution referenced in Section 3(a)(5)(A) of the Securities Act or a foreign bank or savings and loan association or equivalent institution), partnership, or Massachusetts or similar business trust; and
Any investment adviser registered under the Investment Advisers Act.
Any dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $10 million of securities of issuers that are not affiliated with the dealer, provided that securities constituting the whole or a part of an unsold allotment to or subscription by a dealer as a participant in a public offering shall not be deemed to be owned by such dealer;
Any dealer registered pursuant to Section 15 of the Exchange Act acting in a riskless principal transaction on behalf of a qualified institutional buyer;
Any investment company registered under the Investment Company Act, acting for its own account or for the accounts of other qualified institutional buyers, that is part of a family of investment companies which own in the aggregate at least $100 million in securities of issuers, other than issuers that are affiliated with the investment company or are part of such family of investment companies. “Family of investment companies” means any two or more investment companies registered under the Investment Company Act, except for a unit investment trust whose assets consist solely of shares of one or more registered investment companies, that have the same investment adviser (or, in the case of unit investment trusts, the same depositor), provided that, for purposes of this subparagraph:
Each series of a series company (as defined in Rule 18f-2 under the Investment Company Act) shall be deemed to be a separate investment company; and
Investment companies shall be deemed to have the same adviser (or depositor) if their advisers (or depositors) are majority-owned subsidiaries of the same parent, or if one investment company’s adviser (or depositor) is a majority-owned subsidiary of the other investment company’s adviser (or depositor);
Any entity, all of the equity owners of which are qualified institutional buyers, acting for its own account or the accounts of other qualified institutional buyers; and
Any bank as defined in Section 3(a)(2) of the Securities Act, any savings and loan association or other institution as referenced in Section 3(a)(5)(A) of the Securities Act, or any foreign bank or savings and loan association or equivalent institution, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with it and that has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements, as of a date not more than 16 months preceding the date of sale under the rule in the case of a U.S. bank or savings and loan association, and not more than 18 months preceding such date of sale for a foreign bank or savings and loan association or equivalent institution.

For purposes of the foregoing definition:

In determining the aggregate amount of securities owned and invested on a discretionary basis by an entity, the following instruments and interests shall be excluded: bank deposit notes and certificates of deposit; loan participations; repurchase agreements; securities owned but subject to a repurchase agreement; and currency, interest rate and commodity swaps.
The aggregate value of securities owned and invested on a discretionary basis by an entity shall be the cost of such securities, except where the entity reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published. In the latter event, the securities may be valued at market for purposes of the foregoing definition.
In determining the aggregate amount of securities owned by an entity and invested on a discretionary basis, securities owned by subsidiaries of the entity that are consolidated with the entity in its financial statements prepared in accordance with generally accepted accounting principles may be included if the investments of such subsidiaries are managed under the direction of the entity, except that, unless the entity is a reporting company under Section 13 or 15(d) of the Exchange Act, securities owned by such subsidiaries may not be included if the entity itself is a majority-owned subsidiary that would be included in the consolidated financial statements of another enterprise.
“Riskless principal transaction” means a transaction in which a dealer buys a security from any person and makes a simultaneous offsetting sale of such security to a qualified institutional buyer, including another dealer acting as riskless principal for a qualified institutional buyer.

* * * * * *

“U.S. person” means:

Any natural person resident in the United States;
Any partnership or corporation organized or incorporated under the laws of the United States;
Any estate of which any executor or administrator is a U.S. person;
Any trust of which any trustee is a U.S. person;
Any agency or branch of a foreign entity located in the United States;
Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;
Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and
Any partnership or corporation if:
Organized or incorporated under the laws of any foreign jurisdiction; and
Formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.

* * * * * *

ANNEX II

FORM OF CERTIFICATION LETTER


To: D.F. King & Co., as Settlement Agent
c.c.: Industrias Metalúrgicas Pescarmona S.A.I.C. y F. (“IMPSA”) Venti S.A.

Ladies and Gentlemen:

The undersigned hereby discharges and irrevocably waives all claims arising under the Existing Notes Indenture and the Existing Notes against IMPSA and Venti. The undersigned hereby authorizes the Trustee to cancel the undersigned’s Existing Notes.

The undersigned hereby represents and warrants to the Settlement Agent and IMPSA as follows:

- 1. it is the beneficial owner, or is acting on behalf of a beneficial owner, of the Existing Notes set forth below [and such holder timely consented to the Oferta and the Venti Oferta or timely executed the Restructuring Plan]2; and
- it is
a “qualified institutional buyer,” as defined in the Settlement Instructions, that is acting for either (i) its own account or (ii) the accounts of other qualified institutional buyers, for which certification as qualified institutional buyers can be validated by a written certification received within the last six months, and as to which it exercises sole investment discretion and has the authority to make the statements in this letter; or
a person outside the United States who is (i) not a “U.S. person,” (as that term is defined in Rule 902 under the Securities Act), and (ii) not acting for the account or benefit of a

U.S. person as defined in the Settlement Instructions.

2 Bracketed language required for holders that either timely consented to the Oferta and Venti Oferta or timely executed the Restructuring Plan.

The undersigned undertakes to promptly provide the Settlement Agent with the original executed counterparts of the completed and executed counterpart of this letter.


Dated: , 2018	Very truly yours,
Aggregate Principal Amount of Existing Notes:	By: (Signature)
	(Name and Title)
CUSIP:
ISIN: COMMON CODE: Principal amount held: U.S.$
DTC Participant Number:
Voluntary Offering Instructions Number:	(Institution)
	(Address)
	(City/State/Zip Code)
	(Phone)
	(Facsimile)
	(E-Mail Address)

ANNEX III

FORM OF INSTRUCTION LETTER


To: D.F. King & Co., as Settlement Agent Banco Comafi S.A., as Selling Agent
c.c.: Industrias Metalurgicas Pescarmona S.A.I.C. y F. Venti S.A.

Ladies and Gentlemen:

The undersigned hereby represents and warrants to the Settlement Agent, the Selling Agent and IMPSA:

it is the beneficial owner, or is acting on behalf of a beneficial owner, of the Existing Notes set forth below [and such holder timely consented to the Oferta and the Venti Oferta or timely executed the Restructuring Plan]3, and
it is not:
a “qualified institutional buyer,” as defined in the Settlement Instructions, that is acting for either (i) its own account or (ii) the accounts of other qualified institutional buyers, for which certification as qualified institutional buyers can be validated by a written certification received within the last six months, and as to which it exercises sole investment discretion and has the authority to make the statements in this letter; or
a person outside the United States who is (i) not a “U.S. person,” (as that term is defined in Rule 902 under the Securities Act), and (ii) not acting for the account or benefit of a

U.S. person as defined in the Settlement Instructions.

To comply with applicable securities regulations, the undersigned hereby irrevocably authorizes and instructs:

- 1. the Settlement Agent to transfer and deliver the Discount Notes that it is entitled to receive for its Existing Notes pursuant to the Restructuring Plan to the Selling Agent as provided in the Settlement Instructions;
- the Selling Agent to:
- hold and dispose of the Discount Notes allocated to it for its Existing Notes pursuant to the Restructuring Plan pursuant to the terms and conditions of the Cash Proceeds Arrangement, including, without limitation, to sell such Discount Notes and dispose of the proceeds thereof as provided in the Cash Proceeds Arrangement;

3 Bracketed language required for holders that either timely consented to the Oferta and Venti Oferta or timely executed the Restructuring Plan.

- - 1. transfer the net cash proceeds from the sale of the Discount Notes that is entitled to receive for its Existing Notes pursuant to the Restructuring Plan as provided in the Settlement Instructions; and
- the Settlement Agent to instruct the cancellation by the Existing Notes Trustee of its Existing Notes upon confirmation by the Selling Agent of the transfer contemplated in paragraph (2) above.

The undersigned undertakes to promptly provide the Settlement Agent with the original executed counterparts of the completed and executed counterpart of this letter.


Dated: , 2018	Very truly yours,
Aggregate Principal Amount of Existing Notes:	By: (Signature)
	(Name and Title)
CUSIP: ISIN: COMMON CODE:
Principal amount held: U.S.$
DTC Participant Number:
Voluntary Offering Instructions Number:	(Institution)
	(Address)
	(City/State/Zip Code)
	(Phone)
	(Facsimile)
	(E-Mail Address)

IMPSA S.A.

(formerly, INDUSTRIAS METALURGICAS PESCARMONA S.A.I.C. y F.)

as Issuer,

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee, Registrar, Paying Agent, and Transfer Agent,

BANCO COMAFI S.A.,

As Local Registrar, Local Payment Agent and Local Transfer Agent

DISCOUNT SENIOR NOTES DUE 2025

INDENTURE

Dated as of [●], 2018

Number range CHAPTERTHIS INDENTURE, dated as of [●], 2018 (the “Indenture”), among IMPSA S.A. (formerly, INDUSTRIAS METALURGICAS PESCARMONA S.A.I.C. y F.) (the “Company”, the “Issuer” or “IMPSA”), a sociedad anónima industrial, comercial y financiera organized under the laws of the Republic of Argentina, and Deutsche Bank Trust Company Americas (the “Trustee”), as Trustee, Registrar, Paying Agent, and Transfer Agent, and Banco Comafi S.A. as Local Registrar, Local Paying Agent and Local Transfer Agent.

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Issuer’s Discount Senior Notes due 2025 issued hereunder (the “Notes”).

W I T N E S S E T H:

WHEREAS, IMPSA issued its 11.25% SENIOR NOTES DUE 2014 (the “Original Notes”), pursuant to an indenture dated as of October 22, 2007 by and among IMPSA, as issuer, Deutsche Bank Trust Company Americas, as trustee, co-registrar, paying agent and transfer agent, Deutsche Bank S.A., as registrar, paying agent, transfer agent and representative of the trustee in Argentina, Deutsche Bank AG, London Branch, as paying agent and exchange rate agent, and Deutsche Bank Luxembourg S.A., as listing agent and transfer agent, as supplemented by the first supplemental indenture dated as of October 22, 2007 (the “Original Indenture”).

WHEREAS, the Company is organized as a corporation with limited liability (sociedad anónima industrial, comercial y financiera) under the laws of Argentina for a term expiring on June 16, 2064 and was registered on the Argentine Public Registry of Commerce on June 16, 1965, under Number No. 501, page 115, Book 29 “A” and No. 131, Book 1”A” of the Argentine Public Registry of Corporations and the Public Registry of Traders, respectively, of the City of Mendoza, Province of Mendoza, Argentina, and its registered domicile is Carril Rodríguez Peña 2451, (5503) Godoy Cruz, Provincia de Mendoza, Argentina;

WHEREAS, following a corporate restructuring of IMPSA, IMPSA became under the control of Venti, (“Venti”) which in turn is controlled by the Original Shareholders (as defined below).

WHEREAS, on December 27, 2013, Venti became a guarantor of the Original Notes (the “Venti Guarantee”).

WHEREAS, the Issuer defaulted its payment obligations under the Original Notes and Venti defaulted its obligations under the Venti Guarantee with respect thereto;

WHEREAS, both the Company and Venti have each executed an out-of-court debt restructuring agreement (in Spanish, "acuerdo preventivo extrajudicial") attached as Exhibit F (each, an "APE") with a majority of their creditors (including the holders of the Original Notes) representing more than 2/3 of the Existing Debt (as defined below), and such APEs have been duly confirmed by the Court (as defined below) on October 2 and October 3, 2017, respectively, in accordance with applicable laws in Argentina, thus becoming binding on all Eligible Creditors (as defined below) in accordance with its terms;

WHEREAS, in accordance with the APEs, the Company has agreed to issue the Notes and, as a result thereof (a) the Issuer’s obligations as regards the Original Notes and Venti’s obligations under the Venti Guarantee shall be replaced by the Notes, which in the aggregate, shall represent the total amount owed by the Company hereunder, each on and subject to the terms and conditions set forth in this Indenture, and (b) the Issuer’s obligations under the Original Notes and Venti’s obligations under the Venti Guarantee shall be discharged in full, without prejudice to the rights of the holders of the Original Notes pursuant to Section 5.3 of the APE;

WHEREAS, in order to provide, among other things, for the authentication, delivery and administration of the Notes, the Company has duly authorized the execution and delivery of this Indenture.

WHEREAS, all things necessary to make this Indenture a valid Indenture and agreement according to its terms have been done including, without limitation, approval by the Argentine Comisión Nacional de Valores (“CNV”), and to make the Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid Obligaciones Negociables of the Company.

NOW, THEREFORE, in consideration of the premises and the purchases of the Notes by the Holders (as defined below) thereof, the Company and the Trustee mutually covenant and agree for the equal and proportionate benefit of the Holders from time to time of the Notes as follows:

GENERAL

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

"Acceptable Bank" means a bank or financial institution which has a rating for its long-term unsecured and noncredit-enhanced debt obligations of A- or higher by S&P or Fitch Ratings Ltd. or A3 or higher by Moody’s or a comparable rating from an internationally recognized credit rating agency.

"Accounting Principles" means IFRS.

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

“Affiliate” means, with respect to any Person, any other Person (including directors and officers of such Person) directly or indirectly Controlling, Controlled by, or under direct or indirect common Control with such Person; and, with respect to any natural person, any of such Person’s parents, siblings, sons or spouse; any trust, whether revocable or irrevocable, of which such Person (or any of such Person’s Affiliates) is a beneficiary; or any executor or administrator of the estate of such Person; provided, for the avoidance of doubt, that the beneficiaries of the IMPSA Equity Trust shall not be considered as Affiliates of the Company exclusively as a result of being beneficiaries thereunder.

“Agent” has the meaning set forth in Section 1.3 hereof.

“Agent Members” has the meaning assigned to it in Section 2.8(b).

"Annual Business Plan" means the annual business plan of the Company approved by the Board of Directors for each Financial Year in accordance with the Corporate Governance Agreement.

"APE" has the meaning assigned to that term in the recitals hereto, and includes any resolution of the Courts in relation thereto.

"Applicable Exchange Rate" the seller exchange rate informed by Banco de la Nación Argentina.

"Asset Disposition" means any sale, lease, transfer or other disposition (or series of related sales, leases, transfers or dispositions) by IMPSA or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction and any Sale and Lease Back Transactions (each referred to for the purposes of this definition as a “disposition”), of:

(a) any shares of Capital Stock of a Restricted Subsidiary, (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary;

(b) all or substantially all the assets of any division or line of business of the Company or any Restricted Subsidiary; or

(c) any other assets of the Company or any Restricted Subsidiary, outside of the ordinary course of business of the Company or such Restricted Subsidiary;

provided that Asset Disposition will not include:

(i) a disposition by a Restricted Subsidiary to another Restricted Subsidiary, including to a Person that is or will become a Restricted Subsidiary immediately after the disposition;

(ii) a disposition of assets with a Fair Market Value of less than U.S.$3.0 million (or the then equivalent thereof in other currencies);

(iii) an expenditure of Cash or liquidation of Cash Equivalents or disposition of Temporary Cash Investments or goods held for sale and assets sold in the ordinary course of business; or

(iv) a disposition of obsolete equipment or other obsolete assets or other Property which is uneconomical and no longer useful for the Company or any Restricted Subsidiary, in the ordinary course of business consistent with past practice.

"Auditors" means, in respect of the Company, Deloitte Cuyo or such other firms of internationally recognized independent public accountants as the Company may from time to time appoint as its auditors.

“Authenticating Agent” has the meaning assigned to it in Section 2.3(d).

“Authority” means any supranational body, or any national, regional or local government or any other political subdivision thereof, any governmental, administrative, arbitral, regulatory, fiscal, judicial or government-owned body, department, commission, authority, tribunal, agency, central bank (or any Person, whether or not government owned and howsoever constituted or called, that exercises the functions of a central bank) or other entity of any kind exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, in each case having jurisdiction over the matter or matters in question.

"Authorization" means any consent, registration, filing, agreement, enrollment, recording, notarization, certificate, license, approval, permit, authorization or exemption from, by or with any Authority, whether given or withheld by express action or deemed given or withheld by failure to act within any specified time period and all corporate, shareholders', creditors' and any other third party approvals or consents, including all Relevant Permits.

“Authorized Person” means in the case of the execution of any Note on behalf of the Company, a member of the Board of Directors or the Oversight Committee of the Company, and in the case of any other action to be taken by or on behalf of the Company pursuant hereto any officer of the Company duly authorized in writing to take actions under this Indenture on behalf of the Company and notified to the Trustee in writing.

"Board" or "Board of Directors" means the board of directors of IMPSA, unless the context indicates otherwise.

"Business Day" means a day when banks are open for business (a) for the purpose of determining the amount or timing of any payments made or to be made by IMPSA hereunder, in the City of New York, New York, and (b) for all other purposes, in the City of New York, New York and in Buenos Aires, Argentina.

“Capital Stock” means, with respect to any Person, any and all shares, interests, participations, rights or other equivalents (however designated, whether voting or non-voting) of stock of, or other ownership interests in, such Person (including if such Person is a partnership, partnership interests), whether now outstanding or issued after the Issue Date, in each case including, without limitation, all Common Stock, preferred stock and any options, warrants or other rights to acquire any of the foregoing.

"Cash" means, at any time, cash denominated in Dollars, in hand or at a bank and (in the latter case) credited to an account in the name of the Company with an Acceptable Bank and to which the Company alone is beneficially entitled and for so long as:

(a) that cash is repayable on demand;

(b) repayment of that cash is not contingent on the prior discharge of any other indebtedness of the Company or of any other Person whatsoever or on the satisfaction of any other condition;

(d) that cash is freely and immediately available to be applied in accordance with the terms hereof.

"Cash Equivalents" means any (a) direct obligations of, or obligations the principal and interest of which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one (1) year from the date of acquisition thereof, (b) investments in commercial paper of a corporation maturing within two hundred seventy (270) days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from the Rating Agencies (but excluding asset-backed investments and any commercial paper issued by a special investment vehicle), (c) investments in certificates of deposit, banker's acceptances and time deposits maturing within one hundred eighty (180) days from the date of acquisition thereof issued or guaranteed by or placed with, and money market accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof that has (i) a combined capital and surplus and undivided profits of at least US$750,000,000, and (ii) is an Acceptable Bank, or (d) fully collateralized at one hundred two percent (102%) repurchase agreements with a term of not more than thirty (30) days for securities described in clause (a) of this definition and entered into with a financial institution satisfying the criteria described in clause (c) of this definition.

“Certificated Note” means any Note issued in fully-registered certificated form (other than a Global Note), which shall be substantially in the form of Exhibit A, with appropriate legends as specified in Section 2.9 and Exhibit A.

"CFO" means the Chief Financial Officer (Director Financiero or, if such a position is vacant, Gerente Financiero or any officer with similar duties) of the Company appointed on or after the Issue Date in accordance with the terms of the Trusts and of the Corporate Governance Agreement.

"Change of Control" means the acquisition by a Sale Process Buyer, directly or indirectly, of more than 50% of the total economic and/or voting power of the Voting Stock of the Company, or any other transaction or series of transactions by means of which any Sale Process Buyer(s), acting alone or together with any other party, acquire(s) effective Control of IMPSA or its assets (including the effective Control of its management or Board of Directors).

“Clearstream” means Clearstream Banking, société anonyme.

“CNV” means the Argentine National Securities Commission.

“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.

“Company”, “Issuer” or “IMPSA” means IMPSA S.A. (formerly, Industrias Metalúrgicas Pescarmona S.A.I.C. y F.), a sociedad anónima industrial, comercial y financiera organized under the laws of the Republic of Argentina.

"Contingent Obligations" means, as to any Person, any obligation of such Person guaranteeing or in effect guaranteeing any Indebtedness, lease, dividends or other obligations (a "primary obligation") of any other Person in any manner, whether directly or indirectly, including, without limitation, avales and any obligation of such Person, whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property, securities and services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (d) otherwise to assure or hold harmless the owner of any such primary obligation against laws in respect thereof. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is incurred or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the contingent obligor in good faith.

“Contingent Recovery Payments” means any amounts received by the Trustee arising from any distribution by the Equity Trustee which the Holders, as beneficiaries of any proceeds from the IMPSA Equity Trust, are entitled to receive in accordance with its terms, including in connection with a total or partial sale of shares of IMPSA as provided in the Trusts, as a result of a Company Distribution (as defined in the Trusts) or otherwise.

“Control” means in respect of any Person, (A) the power of any other Person to direct the management or policies of the first Person directly or indirectly, whether through the ownership of shares or other securities, by contract (such as operation and maintenance agreements) or otherwise (except for limitations to such power arising from customary veto rights granted to other shareholders on certain corporate and business matters), (B) the ownership by any other Person, directly or indirectly, of more than fifty percent (50%) of the voting Capital Stock of the first Person (including through one or more subsidiaries in which it owns or controls more than fifty percent (50%) of the voting Capital Stock), and (C) the ability of any other Person, directly or indirectly, to effectively appoint more than half of the members of the board of directors of the first Person (and Controlling and Controlled have corresponding meanings).

"Corporate Governance Agreement" means the agreement entered into or to be entered into no later than the Issue Date by and between the Original Shareholders and the Trustee, in the form of Exhibit K.

“Corporate Trust Office” means in the case of the Trustee or the Registrar, the office of the Trustee or the Registrar at which the corporate trust business of the Trustee or Registrar, as the case may be, shall, at any particular time, be principally administered, which office is located on the date hereof at (i) for purposes of surrender, transfer or exchange of any Note, Deutsche Bank Trust Company Americas, c/o DB Services Americas, Inc., 5022 Gate Parkway, Suite 200, Jacksonville, FL 32256, Attn: Transfer Department and (ii) for all other purposes, at the address of the Trustee specified in Section 12.4 or such other address as to which the Trustee or the Registrar may give written notice to the Company.

"Court"means the “Segundo Juzgado, Circunscripción I de Mendoza” which has been in charge of overseeing and confirming each APE, or any other court, appeal tribunal or judge competent to intervene in the Restructuring or in any matter related to such APE.

"CT" means the Controller (Contralor) of IMPSA appointed on or after the Issue Date in accordance with the terms of the Trusts and of the Corporate Governance Agreement.

"Cut-Off Date" means September 30, 2015.

"Default" means any event or condition that constitutes an Event of Default or which, upon notice, lapse of time, the making of a determination or any combination thereof, may become an Event of Default.

“Defaulted Interest” has the meaning assigned to it in paragraph 1 of the Form of Reverse Side of Note contained in Exhibit A.

“Discount Senior Notes” means the Issuer’s Discount Senior Notes due 2025 issued on the Issue Date.

"Disqualified Stock" means any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or exchangeable), or upon the happening of any event, carries the right to any mandatory dividend or distribution payment (other than a right that is expressly subject to compliance by the Company with its obligations under this Agreement) matures or is mandatorily redeemable, in whole or in part, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof or prior to, or is exchangeable for Indebtedness of the Restricted Subsidiaries prior to the maturity of the Notes, provided that only the amount of such Capital Stock that is redeemable prior to the maturity of the Notes shall be deemed to be Disqualified Stock.

“Distribution Compliance Period” means, in respect of any Regulation S Global Note, the 40 consecutive days beginning on and including the later of (a) the day on which any Notes represented thereby are offered to persons other than distributors (as defined in Regulation S) pursuant to Regulation S and (b) the issue date for such Notes.

“DTC” means The Depository Trust Company (or its successors) or such other depository (or its successors) as may be designated with respect to the Notes issuable or issued in whole or in part in the form of one or more Global Notes.

"Eligible Creditors" means the creditors of IMPSA which are party to or are bound by the provisions of the APE in accordance with the terms and conditions thereof and applicable Argentine laws.

“Equity Trustee” means The Bank of New York Mellon and any other successor entity duly appointed and acting as trustee in respect of the Trusts, in accordance with the terms thereof.

“Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear System, and its successors.

“Event of Default” means any event or condition specified as such in Section 6.1.

“Excess Cash” means, in respect of any date of determination, without duplication, the total amount of Cash or Cash Equivalents exceeding the aggregate outstanding principal amount of at least twenty five million Dollars ($25,000,000) based on the consolidated Financial Statements of the Company for the Financial Quarters ended March 31 and September 30 of each year (and, in the case of any distribution of Excess Cash to be made on the Issue Date, if any, based on the Company’s then most recently issued consolidated Financial Statements), minus an amount equal to the difference, if positive, between (I) the sum of (a) cash outflows related to a specific Pipeline Project or a Supply Project of the Company (considered as a positive number), (b) Projected S,G&A, Capex and Taxes of the Company (in both cases (a) and (b), as set forth in pro-forma financial projections for the six-month period following the date of the relevant Financial Statement and approved by the Company’s CFO and the Board) (considered as a positive number), (c) amounts due on account of principal and interest or other sums payable under the New Debt Facilities and other debt permitted to be incurred under the New Debt Facilities for the same period (considered as a positive number), (d) any unpaid taxes, fees and expenses payable in connection with the APE and the issuance of the New Debt Facilities (considered as a positive number), and (e) amounts due on account of principal and interest or other sums payable under the Excluded Debt for the same period (considered as a positive number), and (II) project-related cash inflows of the Company (as set forth in pro-forma financial projections for the six-month period following the date of the relevant Financial Statement and approved by the Company’s CFO and the Board) (considered as a positive number).

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

"Excluded Debt" means, those Tax, administrative and social security obligations of the Company with creditors other than the Eligible Creditors, as described in the IMPSA APE, which shall not be affected by or restructured under the IMPSA APE, and which IMPSA shall pay and discharge in the ordinary course of business in accordance with their respective terms.

"Existing Debt" means the indebtedness of IMPSA and Venti restructured under the APE, as described in Annex II thereto, which includes, for each Eligible Creditor, the amount of any outstanding principal owed under the respective original terms and conditions of such Indebtedness plus any interest accrued and unpaid thereon calculated at the applicable rate under such original terms and conditions until the Cut-Off Date.

"Extraordinary Cash Receipt" means any payment in Cash received by the Company out of the ordinary course of its business or operations and not committed to be applied to cash outflows related to a specific Pipeline Project or Supply Project of the Company; provided, however, for the avoidance of doubt, that “Extraordinary Cash Receipt” shall not include any advance or down payment received by the Company in connection with its business or operations or any other form payment received by the Company which proceeds are allocated to or earmarked for its business or operations in accordance with the Company’s past practice, as specifically consented by the Company’s CFO and CT.

"Fair Market Value" means, with respect to any asset, the price which could be negotiated in an arm’s length free market transaction, for cash, between a willing seller and a willing buyer, neither of which is under compulsion to complete the transaction.

"Financial Advisor" means Lazard Argentina S.A., as financial advisor in connection with the Sale Process under the Sale Mandate.

"Financial Quarter" means each period commencing on the day after a Financial Quarter Date and ending on the next succeeding Financial Quarter Date.

"Financial Quarter Date" means each March 31, June 30, September 30 and December 31.

"Financial Statements" means, with respect to any Person, as of any relevant date and for the relevant period, as applicable, such Person's balance sheet, income statement, cash flow statement, statement of sources and uses of funds and statement showing changes in equity and any exhibits and notes thereto, all prepared on a consistent basis in accordance with the Accounting Principles.

"Financial Year" means the accounting year of the Company commencing each year on January 1 and ending on the following December 31 or such other period as the Company from time to time designates as its accounting year.

“Global Note” means any Note issued in fully-registered certificated form to DTC (or its nominee) Euroclear and/or Clearstream, Luxembourg, as depositary for the beneficial owners thereof, which shall be substantially in the form of Exhibit A, with appropriate legends as specified in Section 2.9 and Exhibit A

"Hedging Obligations" means, with respect to any Person, the obligations of such Person under (a) currency exchange or interest rate swap agreements, currency exchange or interest rate cap agreements and currency exchange or interest rate collar agreements and (b) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates or the prices of commodities.

“Holder”, “holder of Notes”, “Noteholder” or other similar terms mean, with respect to any Note, the Person in whose name at the time such Note is registered in the Register.

"IFRS" means the International Financial Reporting Standards (formerly International Accounting Standards) (IFRS) promulgated by the International Accounting Standards Board (IASB), together with its pronouncements thereon from time to time, and applied on a consistent basis.

“IMPSA APE” means the APE applicable to the Existing Debt of IMPSA.

“IMPSA Equity Trust” means the Guarantee Trust Agreement, dated as of the date hereof, among Bank of New York Mellon, as trustee, Banco de Valores S.A., as registration nominee, Venti, Magna Power S.A. and the remaining Original Shareholders, IMPSA and the beneficiaries thereof, substantially in the form of Exhibit H.

“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 of such Person (and “Incurrence,” “Incurred” and “Incurring” will have meanings correlative to the preceding).

“Indebtedness” of any Person means without duplication: (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person under leases that in accordance with the Accounting Principles would be accounted for as capital leases, (d) all obligations of such Person in respect of letters of credit, bankers acceptances or other similar instruments, (e) the deferred purchase price of assets or services that in accordance with the Accounting Principles would be shown on the liability side of the balance sheet of such Person, (f) any Indebtedness of others secured by a Lien on any asset of such Person, whether or not such Indebtedness is guaranteed or assumed by such Person, (g) all liabilities of such Person (actual or contingent) under any conditional sale, assignment or other transfer with recourse or obligation to repurchase (including, without limitation, by way of discount or factoring of debts or receivables), (h) all Hedging Obligations of such Person to the extent any of the foregoing would appear as a liability upon a balance sheet of such Person prepared in accordance with the Accounting Principles, (i) all Contingent Obligations of such Person, and (j) indebtedness representing Disqualified Stock valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued dividends; provided that Indebtedness shall not include trade payables and accrued expenses arising in the ordinary course of business and on customary market terms; provided that Indebtedness shall not include any Indebtedness evidenced by Notes which, according to a certificate delivered to the Trustee by the defeasance trustee, have been defeased pursuant to and in accordance with the terms of the Indenture.

“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 forms and terms of particular Notes established as contemplated hereunder.

"Insolvency Event" means any of the events listed in Sections 6.01(g)(i) (Involuntary Proceedings), 6.01(g)(ii) (Voluntary Proceedings), 6.01(g)(iii) (Inability to Pay Debts), 6.01(g)(iv) (Events Analogous to Bankruptcy, Insolvency, Etc.), and or 6.01(f) (Expropriation).

“Interest Payment Date” means the stated due date of an installment of interest on the Notes as specified in the Form of Face of Note contained in Exhibit A.

"Investment" means, with respect to any Person, (a) any advance, loan, or other extension of credit or capital contribution (by means of (i) any transfer of cash or other property (tangible or intangible) to another Person, or (ii) any payment for property or services for the account or use of another Person, or (iii) any guarantee of any Indebtedness of another Person or creation or assumption of any other contingent liability in respect of any Indebtedness of another Person), or (b) any purchase, acquisition or ownership by such Person of any Capital Stock, bonds, notes, debentures or other securities (including, without limitation, any interests in any partnership or joint venture) issued or owned by any other Person.

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

“Issuer Order” has the meaning assigned to it in Section 2.3(c).

“Lien” means any mortgage, pledge, charge, assignment, hypothecation, lien, security interest, title retention, preferential right (arising by operation of law or otherwise), trust arrangement, right of set-off, counterclaim or banker's lien, privilege or priority of any kind having the effect of security, including any designation of loss payees or beneficiaries or any similar arrangement under or with respect to any insurance policy.

"Material Adverse Effect" means a material adverse effect on:

(a) the business, Property, liabilities, operations or financial condition of the Company;

(b) the ability of the Company to perform its obligations or enforce its rights under the Notes or the Restructuring Document to which it is a party;

(d) the validity or enforceability of any material provision of any Note or Restructuring Document.

“Negotiable Obligations Law” means Argentine law No. 23,576 as amended and supplemented from time to time.

"New Debt Facilities" means the new debt issued, subscribed and/or otherwise assumed by the Company pursuant to the APE.

"New Discount Debt Facilities" has the meaning set forth in Exhibit J.

"New Dollar Par Facilities" has the meaning set forth in Exhibit J.

"New Par Debt Facilities" has the meaning set forth in Exhibit J.

"New Peso Discount Facilities" has the meaning set forth in Exhibit J.

"New Peso Par Facilities" has the meaning set forth in Exhibit J.

“Non-U.S. Person” means a person who is not a U.S. person, as defined in Regulation S.

“Note Custodian” means the custodian with respect to any Global Note appointed by DTC, or any successor Person thereto, and shall initially be the Registrar.

“Notes” means the Issuer’s Discount Senior Notes.

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

“Officers’ Certificate” means a certificate signed by any two Authorized Persons of the Company 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 the Company or other counsel reasonably satisfactory to the Trustee or, as the case may be, an Agent.

“Original Indenture” has the meaning set forth in the recitals to this Indenture.

“Original Notes” has the meaning set forth in the recitals to this Indenture.

"Original Shareholders"means (1) Enrique M. Pescarmona, Liliana E. Pescarmona and Mónica Pescarmona; (2) each of the companies or entities having any direct and/or indirect interest in IMPSA or Venti as of the Issue Date (including, without limitation, Venti and Magna Power S.A.), and which is controlled by any of the individuals mentioned in (1) above (or by any trust or similar structure in which any of them participates as settlor, beneficiary or otherwise), or in which any of the above holds any interest or participation; and (3) each successor in title or permitted transferee of the individuals and/or entities mentioned in (1) and (2) above, including, without limitation, any heirs and beneficiaries of any trust that is or becomes a direct and/or indirect shareholder of IMPSA or Venti.

“Original Shareholders Equity Trust” means the Guarantee Trust Agreement, dated as of the date hereof, among Bank of New York Mellon, as trustee, Banco de Valores S.A., as registration nominee, Venti, Magna Power S.A. and the remaining Original Shareholders, IMPSA and the residual beneficiaries thereof, substantially in the form of Exhibit I.

“Outstanding” means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture, except:

- 1. Notes theretofore canceled by the Trustee or delivered to the Trustee for cancellation;
- Notes 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 have been deposited with the Trustee; or
- Notes in lieu of or in substitution for which other Notes have been authenticated and delivered pursuant to Section 2.3;

provided that in determining whether the Holders of the requisite principal amount of outstanding Notes are presented at a meeting of Holders of Notes for quorum purposes or have consented to or voted in favor of any notice, consent, waiver, amendment, modification or supplement under the Indenture, Notes owned directly or indirectly by the Company or any of its Affiliates will be disregarded and deemed not to be Outstanding.

"Outstanding Amount", when referred to a certain Indebtedness, shall mean, as of any date, the aggregate principal amount of such Indebtedness outstanding after giving effect to any borrowing, repayments and prepayments on such date.

“Oversight Committee” means the “Comisión Fiscalizadora” of the Company.

“Paying Agents” has the meaning set forth in the preamble to this Indenture.

“Permitted Dispositions” means any transaction related with the total or partial disposition of (a) the rights, shares, goods, or assets of the Company or its Subsidiaries in Eólica Koluel Kayke S.A. and Central Eólica Nueva Koluel Kayke S.A.; (b) the cancellation of certain credit rights of the Company against certain of its Affiliates by compensation with intercompany debt of the Company or its Subsidiaries with such Affiliates not included in the Restructuring (or other transactions for the efficient administration of such intercompany debts and credits), as contemplated Section 2.2(b)(iii) of the APE, provided that no payment in Cash (or Cash Equivalents) shall be made to or for the benefit of such Affiliates in connection with such intercompany debt (except for payments made in the ordinary course of business to wholly-owned direct or indirect Subsidiaries of the Company); and (c) the exchange of the piece of real estate property identified under Cadastral Number 06-12-03-0016-000027-0000-0; Surface area: 1ha 5001.40m2; Location: RUTA NAC. N° 40 S/N° LUJAN DE CUYO MENDOZA; Domain Registration: 1° INS. N°30402 FS:773 T° 60-A, dated: 10-12-1986, currently owned by Ingeniería y Computación S.A., a Subsidiary of the Company, for certain pieces of real estate property of substantially same value (as set forth in independent valuations approved by the Board after the Issue Date) in accordance with the following description: (i) Cadastral Number: 05-02-03-0002-000264-0000-7, Surface area: 1h 7709.01m2, Location: CALLE ALSINA N°2010 GODOY CRUZ MENDOZA, Domain Registration: Folio Real Matr: Nº171035 As: A-1, dated: 28-12-2001; (ii) Cadastral Number: 05-02-03-0002-000264-0000-7; Surface area: 2h 4323.57m2; Location: CALLE ALSINA N°2350 GODOY CRUZ MENDOZA; Domain Registration: Folio Real Matr: Nº171034 As: A-1, dated: 28-12-2001; (iii) Cadastral Number: 05-02-03-0002-000257-0000 (origin); Approximate Surface area: 1950 m2; Location: CALLE ALSINA N°2510 GODOY CRUZ MENDOZA; Domain Registration: Folio Real Matr: Nº171032 As: A-2, dated: 28-12-2001; (iv) Cadastral Number: 05-02-03-0002-000257-0000 (origin); Approximate surface area: 2600m2; Location: CALLE ALSINA N°2510 GODOY CRUZ MENDOZA; Domain Registration: Folio Real Matr: Nº171032 As: A-2; all of which are owned by La Mercantil Andina S.A., under terms and conditions to be approved by the Board after the Issue Date.
"Permitted Indebtedness Conditions"means the conditions set forth in Exhibit L.

"Permitted Investments" means (a) Investments in Temporary Cash Investments, (b) Investments in existence on the Issue Date, (c) Investments by the Company or any Restricted Subsidiary in any Restricted Subsidiary, including any Investment made to acquire, or increase the existing interest of the Company or a Subsidiary in such Restricted Subsidiary, (d) Investments in the Company by any Restricted Subsidiary, (e) sales of goods or services on trade credit terms consistent with trade credit terms in common use in the industry and recorded as accounts receivable on the balance sheet of the Person making such sale, and (f) Investments by the Company or its Restricted Subsidiaries contemplated in the Annual Business Plan (or in any amendment thereto approved by the Board of Directors).

“Permitted Liens” means:
all Liens existing prior to the Issue Date, provided that the total amount of Indebtedness secured by such Liens does not exceed the amount so secured on such date, as set forth in Exhibit M (Existing Liens);
Liens created to secure all or any part of the purchase price, or to secure Indebtedness incurred or assumed to pay all or any part of the purchase price, of property or assets (including shares) acquired by the Company or any Restricted Subsidiary; provided that (i) the principal amount of the Indebtedness secured by such Lien does not exceed 100% of the cost of acquiring such property or assets when such Indebtedness is incurred or assumed, (ii) any such Lien shall be confined solely to the property or assets so acquired, (iii) any such Lien is created within 90 days of the acquisition of such property or assets, and (iv) the incurrence of such Indebtedness is otherwise permitted under the Notes;
statutory Liens of landlords, carriers, warehousemen, mechanics or materialmen incurred in the ordinary course of business for a sum not yet due or the payment of which is being contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and for which such reserves or other appropriate provisions, if any, as are required by applicable Accounting Principles have been made;
Liens for taxes, assessments, governmental charges or claims that are being contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and for which a reserve or other appropriate provision, if any, as are required by applicable Accounting Principles have been made;
Liens incurred or deposits made in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security benefits or obligations or other obligations of a like nature;
Liens created to finance the cost (including capitalized interest) of construction, acquisition, improvement or development of real property or other assets as part of a Pipeline Project; provided that (1) such Liens are restricted solely to the property and other assets involved and/or the proceeds and/or revenues received as consideration for goods and services supplied in connection with the relevant Pipeline Project, and (2) in the event of a failure to repay the Indebtedness secured by such Liens, the recourse of the lenders with respect to such Indebtedness is limited solely to the property, assets, proceeds and revenues so encumbered;
Liens incurred or deposits made in the ordinary course of business of the Company or any Restricted Subsidiary, and in each case not Incurred or made in connection with the borrowing of money, to secure the performance of tenders, bids, trades contracts, leases, statutory obligations, surety and appeal bonds, performance bonds, advance payment bonds, purchase, construction or sales contracts and other obligations of a like nature incurred in the ordinary course of business; provided that the aggregate amount of such Liens or deposits shall not exceed twenty million Dollars ($20,000,000) (or the equivalent thereof in other currencies) at any time outstanding;
Liens securing Indebtedness Incurred to finance the cost of construction (including capitalized interest), acquisition, improvement and development of real property or other assets in connection with the production of wind equipment or the operation of wind power generation facilities and wind farms or the production of hydroelectric turbines, generators and other equipment; provided that (1) the aggregate principal amount of the Indebtedness secured thereby shall not exceed fifty million Dollars ($50,000,000) (or the equivalent thereof in other currencies) at any time and (2) such Liens are restricted solely to the property and other assets involved and/or the proceeds and/or revenues derived therefrom;
Liens on the assets of any entity existing at the time such assets are acquired by the Company or any of the Restricted Subsidiaries, whether by merger, consolidation, purchase of assets or otherwise; provided that such Lien (1) existed at the time of such acquisition and was not created, incurred or assumed in anticipation thereof, (2) does not cover any property or assets after the time of such acquisition which were not covered immediately prior thereto, and (3) does not secure any Indebtedness other than Indebtedness existing immediately prior to such acquisition;
Liens securing an extension, renewal or refinancing of Indebtedness secured in accordance with any of clauses (a), (b), (f), (h) or (i) above; provided that (1) the Lien encumbers only the assets securing the Indebtedness being extended, renewed or refinanced, (2) the Lien is created within 90 days after the earliest expiration of the Lien or Liens being replaced, and (3) the principal, capital or nominal amount of the Indebtedness so secured is not greater than the amount of Indebtedness being extended, renewed or refinanced;
Liens on Capital Stock of any Unrestricted Subsidiary;
Liens in respect of any Hedging Obligations of the Company or any of the Restricted Subsidiaries that are permitted to be incurred by them pursuant to and in accordance with the Permitted Indebtedness Conditions;
Leases or subleases granted to others, easements, rights of way, servitudes or zoning or building restrictions and other minor encumbrances on real property and irregularities in the title to such property which do not in the aggregate materially impair the use or value of such property or risk the loss or forfeiture of title thereto;
Liens on assets of a Restricted Subsidiary to secure Indebtedness of such Restricted Subsidiary permitted to be Incurred pursuant to any limitations on the incurrence of Indebtedness by Restricted Subsidiaries in any finance documents entered into by the Company; and
in addition to those referred to in clauses (a) through (n) above, Liens securing Indebtedness of the Company or any of the Restricted Subsidiaries; provided that the outstanding aggregate principal amount of such Indebtedness, together with the outstanding principal amount of all Indebtedness of the Restricted Subsidiaries Incurred pursuant to any limitations on the incurrence of Indebtedness by Restricted Subsidiaries in any finance documents entered into by the Company, shall not exceed 20% of the total consolidated assets of the Company (determined in accordance with Accounting Principles) as of the most recent fiscal quarter for which financial statements of the Company are available and have been provided to the Trustee.

"Person" means any natural person or any company, partnership, joint venture, firm, corporation, voluntary association, trust, enterprise, unincorporated organization or other body corporate or any Authority or any other entity whether acting in an individual, fiduciary or other capacity.

"Pesos" and the sign "AR$" mean the lawful currency of Argentina.

"Pipeline Project" means any project in which the Company or any of its Subsidiaries intends to participate or effectively participates, in any manner whatsoever, related to the development, construction, ownership, operation, maintenance or use of energy projects, which shall comply with the environmental and social requirements, but excluding any Supply Project.

“Private Placement Legend” has the meaning assigned to it in Section 2.9(b).

“Process Agent” has the meaning set forth in Section 12.7.

"Projected S, G&A, Capex and Taxes" means the projected direct selling, general and administrative expenses of the Company as set forth in pro-forma financial projections for the six-month period following the date of the relevant Financial Statement and approved by IMPSA’s CFO and CT.

“Property” means any right or interest in or to assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.

“QIB” means any “qualified institutional buyer” (as defined in Rule 144A).

"Rating Agency" means any one of Moody's, S&P or Fitch.

“Record Date” has the meaning assigned to it in the Form of Face of Note contained in Exhibit A.

“Register” has the meaning set forth in Section 2.4(a).

“Registrar” has the meaning assigned to it in Section 2.4(a).

“Regulation S” means Regulation S under the Securities Act.

“Regulation S Global Note” has the meaning assigned to it in Section 2.2(e) hereof.

"Reinstatement of Rights" means the rights of the holders of the Original Notes pursuant to Section 5.3 of the APE, including the automatic and full reinstatement of all rights and obligations of the Company in respect of the Original Notes and under or in respect of the other original documents related thereto, including the Venti Guarantee, as set forth in Section 5.3(a) of the APE and Section 2.2(b) hereof.

"Relevant Permit" means each Authorization that is necessary under applicable law:

(a) In connection with the IMPSA APE, the New Debt Facilities and the Restructuring Documents, including the Notes;

(b) for the Company to conduct its business as it is presently carried on and is contemplated to be carried on;

(d) in connection with the execution, delivery, validity and enforceability of the Restructuring Documents and the Notes, and the performance by each party thereto of its obligations thereunder; or

(e) for the enforcement by the Holders of their rights and remedies under the Notes and the Restructuring Documents.

“Resale Restriction Termination Date” means the date on which the restrictions imposed by the Private Placement Legend upon the transferability of any Restricted Note shall cease and terminate, which shall occur when such Note has been sold pursuant to an effective registration statement under the Securities Act or transferred in compliance with Rule 144 or, if earlier, upon the date that is (a) one year after the last date on which any of the Notes are originally issued or such shorter period of time as permitted by Rule 144, and (b) such later date, if any, as may be required by applicable law.

“Responsible Officer” means any officer with the corporate trust department of the Trustee (or any successor group of the Trustee) who shall have direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of such person’s knowledge of and familiarity with the particular subject .

“Restricted Note” means any Note (or beneficial interest therein), until such time as:

(a) the Resale Restriction Termination Date therefor has passed;

(b) such Note is a Regulation S Global Note and the Distribution Compliance Period therefor has terminated; or

(c) the Private Placement Legend therefor has otherwise been removed pursuant to Section 2.10(d) or Section 2.10(f) or, in the case of a beneficial interest in a Global Note, such beneficial interest has been exchanged for an interest in a Global Note not bearing a Private Placement Legend.

"Restricted Payment" means any of the following:

(a) to declare or pay any dividend or make any distribution on or with respect to its Capital Stock other than (i) dividends or distributions payable solely in shares of its or any Restricted Subsidiary’s Common Stock, (ii) dividends or distributions on Common Stock of Restricted Subsidiaries paid or made on a pro rata basis to the holders of such Common Stock, or (iii) dividends or distributions payable to the Company or any Restricted Subsidiary;

(b) to purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Company or any of its Subsidiaries held by Persons other than the Company or a Restricted Subsidiary (other than the purchase, redemption, retirement or acquisition for value that would constitute a Permitted Investment);

(c) to purchase, repurchase, redeem, defease, or otherwise retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Obligations; or

(d) to make any Investment, other than a Permitted Investment, in any Person.

“Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted Subsidiary.

"Restructuring" means the debt restructuring of IMPSA and Venti implemented and to be implemented in accordance with each APE.

"Restructuring Documents" means:

(a) the New Debt Facilities and each of the documents related thereto, including, without limitation, the Notes, any loans, promissory notes, acknowledgements of debt, trust indentures, notes, and “obligaciones negociables”;

(b) the Trusts;

(d) the Sale Mandate;

(e) each APE; and

(f) any other document or instrument referred to in each APE or necessary to implement the Restructuring.

“Rule 144” means Rule 144 under the Securities Act.

“Rule 144A” means Rule 144A under the Securities Act.

“Rule 144A Global Note” has the meaning assigned to it in Section 2.2(d) hereof.

“Sale” means a sale for up to 100% of the shares of IMPSA.

"Sale and Leaseback Transaction" means, with respect to the Company and its Restricted Subsidiaries, an arrangement with any bank, insurance company or other lender or investor or to which such lender or investor is a party, providing for the leasing by the Company or any Restricted Subsidiary of any property or asset of the Company or any Restricted Subsidiary which has been or is being sold or transferred by the Company or a Restricted Subsidiary (other than sales of capital goods to customers in the ordinary course of business) to such lender or investor or to any person to whom funds have been or are to be advanced by such lender or investor on the security of such property or asset.

“Sale Mandate” means the Sale Mandate to be entered into substantially in the form of Exhibit G.

"Sale Process" means the sale process to the carried out under the Sale Mandate.

“Sale Process Buyer” means a buyer under the Sale Mandate.

"Second Currency" has the meaning assigned to that term in Section 2.6(b).

“Securities Act” means the United States Securities Act of 1933 (or any successor statute), as amended and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder.

"Short-term Debt" means, as of any relevant determination date, the aggregate of all Indebtedness that falls due, or the final payment of which is due, within one (1) year after the date of the respective agreements providing for such Indebtedness.

“Special Record Date” has the meaning assigned to it in Section 2.14(b).

“Stated Maturity” means the date, shown on the face of a Note, on which the principal of such Note is payable or, if the principal of such Note is payable in installments, on which the last installment of principal of such Note is payable.

"Subordinated Obligations" means, with respect to the Company or a Restricted Subsidiary, any Indebtedness of the Company or such Restricted Subsidiary which is expressly subordinated in right of payment to the Notes and the New Debt Facilities and matures after the final maturity of all Notes.

"Subsidiary" means with respect to any Person, any entity:

(a) over fifty percent (50%) of whose Capital Stock is owned, directly or indirectly, by that Person;

(b) for which that Person may nominate or appoint a majority of the members of the board of directors or such other body performing similar functions; or

"Supply Project" means any third party project in which the Company or any of its Subsidiaries intends to participate or effectively participates exclusively as supplier of equipment and/or technology.

"Tax Returns" means all returns, declarations, reports, estimates, information returns, statements and other documents of, relating to, or required to be filed with any Authority of Argentina in respect of Taxes.

"Taxes" means all present and future taxes, charges, fees, duties, withholding obligations or other assessments of whatsoever nature imposed or levied by or on behalf of Argentina, or any political subdivision thereof or any Authority therein having power, together with any interest, penalties, additions to tax or other liabilities imposed thereon by any Authority.

"Temporary Cash Investments" means short-term investments limited to any of the following:

(a) any investment in direct obligations of the United States of America, Argentina or any agency thereof or obligations unconditionally guaranteed by the United States of America or Argentina or any agency thereof; provided that with respect to any obligations of any agency of Argentina or unconditionally guaranteed by Argentina, such obligations mature within 180 days of the date of acquisition thereof;

(b) investments in time deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by (A) a bank or trust company which is organized under the laws of the United States of America, any state thereof or any foreign country recognized by the United States of America, and which bank or trust company has capital, surplus and undivided profits aggregating in excess of two hundred and fifty million Dollars ($250,000,000) (or the foreign currency equivalent thereof) and has outstanding debt which is rated "A" (or such similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) or (B) any of the five largest banks (based on deposits held or net worth as of the last December 31) organized under the laws of Argentina, Brazil, Colombia or Malaysia; provided that such bank is not under intervention, receivership or any similar arrangement at the time of such deposit or the acquisition of such time deposit accounts, certificates of deposit and money market deposits;

(c) investments in demand deposits, time deposits and certificates of deposit with maturities of one year or less from the date of acquisition, bankers' acceptances with maturities not exceeding one year from the date of acquisition and overnight bank deposits, in each case with any bank or trust company organized or licensed under the laws of the United States or any state thereof or under the laws of any member state of the European Union or under the laws of any country in any of the Restricted Subsidiaries have operations, in each case whose head office's senior Short-term Debt is rated "A" or higher or such similar equivalent or higher rating by at least one Rating Agency or whose local national scale rating for senior Short-term Debt is "A" or higher or such similar equivalent or higher rating;

(d) up to five million Dollars ($5,000,000) (or equivalent) at any time outstanding in the aggregate in any demand deposits, time deposits and certificates of deposit with maturities not exceeding one year from the date of acquisition and overnight bank deposits, from any bank or trust company organized or licensed under the laws of any country in which any of the Restricted Subsidiaries have operations; provided that such bank or trust company is not under intervention, receivership or any similar arrangement at the time of such deposit or the acquisition of such certificate of deposit;

(e) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (a) above entered into with a bank meeting the qualifications described in clause (b) above;

(f) investments in commercial paper, maturing not more than 180 days after the date of acquisition, issued by a corporation (other than an Affiliate of the Company) organized and in existence under the laws of the United States of America or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is made of "P-1" (or higher) according to Moody's Investors Service, Inc. or "A-1" (or higher) according to Standard & Poor's, a division of The McGraw Hill Companies, Inc.; or

(g) investments in money market funds all of the assets of which consist of securities in the United States of America of the type described in clauses (a) though (f) above.

“Transfer Agent” means the Trustee in its capacity as transfer agent under this Indenture and its successors and assigns.

"Triggering Event" means the occurrence of any Insolvency Events with respect to IMPSA or Venti during the Triggering Period.

"Triggering Period" means the period as from the Issue Date and up to the expiration of the Sale Mandate in accordance with its terms.

“Trustee” means the Person identified as the “Trustee” in the first paragraph hereof and, subject to the provisions of Article VII, shall also include any successor trustee.

"Trusts" means the IMPSA Equity Trust and the Original Shareholders Equity Trust, together.

"Unrestricted Subsidiary" means (i) Eólica Koluel Kayke S.A. and Central Eólica Nueva Koluel Kayke S.A.; and (ii) at the time of determination, any other Subsidiary of the Company which, as from the Issue Date, is designated as an Unrestricted Subsidiary by the Board of Directors of the Company in accordance with the terms set forth below, and any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Company may, as from the Issue Date, designate any Subsidiary (including any newly formed or newly acquired Subsidiary) to be an Unrestricted Subsidiary, unless such Subsidiary or any of its Subsidiaries owns any Capital Stock of, or owns, or holds any Lien on, any property of, the Company or any Restricted Subsidiary (other than any Subsidiary of the Subsidiary to be so designated); provided that (1) no Default or Event of Default shall have occurred and be continuing; (2) the Subsidiary so designated has total consolidated assets of one thousand Dollars ($1,000) or less or, if such Subsidiary has total consolidated assets greater than one thousand Dollars ($1,000), then such Investment and designation would not fall within the definition of Restricted Payment. The Board of Directors of the Company may at any time redesignate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that such designation shall be deemed to be an Incurrence of Indebtedness by a Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (x) such Indebtedness is permitted under the Permitted Indebtedness Conditions calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period and (y) no Default would be in existence following such designation.

“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.

“Venti” means Venti S.A.

“Venti Guarantee” has the meaning set forth in the recitals to this Indenture.

“Voting Stock” of a Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of the directors of such Person.

"Waterfall of Sale" has the meaning assigned to that term in Exhibit J.

SECTION 1.2. Rules of Construction . Unless the context otherwise requires:

a term has the meaning assigned to it;

an accounting term not otherwise defined has the meaning assigned to it in accordance with Accounting Principles;

“or” is not exclusive;

“including” means including without limitation;

words in the singular include the plural and words in the plural include the singular;

references to the payment of principal of the Notes shall include applicable premium, if any;

references to payments on the Notes shall include Additional Amounts, if any;

notwithstanding any provision of this Indenture, no provision of the TIA shall apply or be incorporated by reference into this Indenture or the Notes, except as specifically set forth in this Indenture;

“herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Section, Article or other subdivision;

all references to “Dollars,” “U.S.$,” U.S. Dollars” and “$” shall mean the lawful currency of the United States of America;

all references to Sections or Articles or Exhibits refer to Sections or Articles or Exhibits of or to this Indenture unless otherwise indicated; and

references to agreements or instruments, or to statutes or regulations, are to such agreements or instruments, or statutes or regulations, as amended from time to time (or to successor statutes and regulations).

SECTION 1.3. Agents

. (a) The Company hereby appoints each of the Registrar, the Paying Agent, the Transfer Agent, the Local Registrar, Local Payment Agent and Local Transfer Agent (collectively, the “Agents” and individually, an “Agent”) as its agent in relation to the Notes for the purposes specified in this Indenture and in the terms of the Notes 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 Notes, and such further powers and authority to act on behalf of the Company as the Company and such Agent may hereafter agree in writing. By execution of this Indenture each of the Agents accepts its appointment as agent of the Company in relation to the Notes and shall comply with the provisions of this Indenture and the Notes applicable thereto.

(b) The Company may vary or terminate the appointment of any such Agent at any time and from time to time upon giving at least 30 days’ notice to such agent and to the Trustee.

(c) In acting under this Indenture and in connection with the Notes, the Agents are each acting solely as an agent of the Company and do not assume any responsibility for the correctness of the recitals in the Notes or any obligation or relationship of agency for or with any of the Holders of the Notes.

(d) 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 Note, 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.

(e) Each of the Agents may become the owners of, or acquire any interest in, any Notes, with the same rights that they would have if it were not acting in such capacity, and may engage or be interested in any financial or other transaction with the Company.

(f) The Company agrees to indemnify 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 their respective appointments, or the exercise of their respective powers and performance of their respective duties hereunder, or performance of any other duties pursuant to the terms and conditions hereof, except such as may result from their negligence, bad faith or wilful misconduct or that of its respective officers or employees. Notwithstanding anything contained in this Indenture to the contrary, the indemnity set forth in this paragraph shall survive the payment of the Notes, the resignation or removal of any Agent and/or the termination of this Indenture.

(g) Each of the Agents may consult with counsel and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with such advice or Opinion of Counsel.

(h) None of the Agents shall 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.

(i) 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.

(j) The Company 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 the Company and such Agent for all services rendered by it hereunder. The Company 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.

(k) 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 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.

(l) The duties and obligations of each Agent with respect to the Notes 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 such Agent.

NOTES

SECTION 2.1. Notes . The Notes constitute unsubordinated obligations of the Issuer, ranking equally in right of payment with the Issuer’s other unsubordinated obligations.

SECTION 2.2. Form and Dating . Subscription Mechanism. Release. Original Notes in Escrow.

(a) The Notes issued on the Issue Date are being originally delivered by the Issuer in furtherance of the APE. The Notes will be issued in fully registered form without coupons and only in denominations of US$[1]and integral multiples of US$1,000 in excess thereof. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A.

(b) The Issuer hereby acknowledges that, as set forth in the APE, in the event that, and to the extent any part of the Notes shall be deemed to be invalid, as a result of bankruptcy, principal restructuring, reorganization proceeding (including a concurso preventivo), dissolution, liquidation or other proceedings or for any other reason, any payment agreement, cut or stay, exchange, amendment, waiver or cancellation of credits for principal and/or interest (including penalty interest and other amounts and penalties), breakage costs and enforcement costs regarding the Original Notes held by the relevant Holder made or contemplated in relation to the Restructuring shall be deemed void ab initio, in which case the Reinstatement of Rights shall automatically occur by operation of law, and all the credits related to the Original Notes shall be automatically restored in their entirety and in accordance with their respective original terms. The Issuer shall implement any and all actions necessary to give effect to the Reinstatement of Rights as set forth herein and in Section 5.3 of the APE.

(c) The terms and provisions of the Notes, the form of which is in Exhibit A hereto, shall constitute, and are hereby expressly made, a part of this Indenture, and, to the extent applicable, the Issuer and the Trustee, by their execution and delivery of this Indenture expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

(d) The Notes may have notations, legends or endorsements as specified in Section 2.10 (Transfer and Exchange) or as otherwise required by law, stock exchange rule or DTC rule or usage. The Issuer shall approve the form of the Notes and any notation, legend or endorsement on them. Each Note shall be dated the date of its authentication.

(e) Notes originally offered and delivered to QIBs in reliance on Rule 144A will be issued in the form of one or more permanent Global Notes, without interest coupons (each, a “Rule 144A Global Note”), in substantially the form of Exhibit A hereto.

(f) Notes originally offered and delivered outside the United States of America will be issued in the form of one or more permanent Global Notes, without interest coupons (each, a “Regulation S Global Note”), in substantially the form of Exhibit A hereto.

SECTION 2.3 Execution and Authentication .

(a) One Director of the Issuer shall sign the Notes for the Issuer by manual or facsimile signature. If the Director whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.

(b) A Note shall not be valid until an authorized signatory of the Trustee manually authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that such Note has been duly and validly authenticated and issued under this Indenture.

(c) At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery Notes upon a written order of the Issuer signed by two Officers of the Issuer (the “Issuer Order”). An Issuer Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated.

(d) The Trustee may appoint an agent (the “Authenticating Agent”) reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by the Authenticating Agent.

SECTION 2.4. Registrar and Paying Agents .

(a) The Issuer shall maintain an office or agency in the Borough of Manhattan, City of New York, and Buenos Aires, Argentina where Notes may be presented or surrendered for registration of transfer or for exchange (the “Registrar”), where Notes may be presented for payment and for the service of notices and demands to or upon the Issuer in respect of the Notes and this Indenture. The Registrar shall keep a register of the Notes and of their issuance, transfer and exchange (the “Register”). The Issuer may have one or more co-Registrars and one or more additional paying agents.

(b) The Issuer shall enter into an appropriate agency agreement with any Registrar, Paying Agent or co-Registrar not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of each such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee and/or the Local Registrar, as the case may be, shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.6 (Compensation and Indemnification of Trustee). The Issuer or any Affiliate of the Issuer may act as Paying Agent, Registrar, co-Registrar or transfer agent.

SECTION 2.5 Paying Agent to Hold Money in Trust . The Issuer shall require each Paying Agent (other than the Trustee or any of its Affiliates) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by such Paying Agent for the payment of principal of or interest on the Notes and shall notify the Trustee in writing of any Default by the Issuer in making any such payment. If the Issuer or an Affiliate of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Issuer at any time may require a Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds disbursed by such Paying Agent. Upon complying with this Section 2.5, the Paying Agent (if other than the Issuer) shall have no further liability for the money delivered to the Trustee. Upon any proceeding under any bankruptcy law with respect to the Issuer or any Affiliate of the Issuer, if the Issuer or such Affiliate is then acting as Paying Agent, the Trustee shall replace the Issuer or such Affiliate as Paying Agent.

SECTION 2.6. Payments in U.S. dollars. (a) The Issuer’s payment obligations under this Indenture and the Notes shall be discharged only to the extent that (and as of the date when) the relevant amount of Dollars is received by the relevant Paying Agent or if the Issuer or an Affiliate is a Paying Agent, by each Holder, notwithstanding the tender or payment (including by way of recovery under a judgment) of any amount in any currency other than Dollars. Accordingly, the Issuer shall pay such additional amounts as is necessary to enable each Holder to receive, after conversion to Dollars, the full amount due under this Indenture and the Notes. In any event, if the Issuer is not able to so tender the Dollars as a result of the adoption of a law, decree, regulation, judicial or arbitration resolution, the taking of any action by an Authority or the occurrence of any other circumstance which in any such case prohibits or restricts the purchase and/or the transfer outside Argentina of Dollars, the Issuer shall, during the continuance of such prohibition or restriction, make payments hereunder in Dollars (i) to the extent permitted by applicable law, by purchasing with Pesos or a foreign currency other than Dollars, Dollar-denominated government bonds or any other Dollar-denominated public or private securities issued in Argentina or by Argentine Persons, transferring the same outside Argentina and selling them for Dollars; or (ii) by any other lawful mechanism for the acquisition and transfer outside Argentina of Dollars, at the option of the Issuer. No form of payment shall be deemed to constitute payment until receipt by the Paying Agent or, as the case may be, each Holder of the full amount of Dollars due under the Notes. All costs, expenses and taxes payable in connection with compliance with this paragraph shall be for the account of the Issuer.

(b) The payment obligations of the Issuer under the Notes shall not be discharged by an amount paid in a currency or place other than as set forth herein, whether pursuant to a judgment or otherwise, to the extent that the amount so paid on conversion to Dollars and transfer to the account set forth herein and in the Notes under normal banking procedures does not yield the amount of Dollars due hereunder. If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars into another currency (the "Second Currency"), the rate of exchange which shall be applied shall be that at which in accordance with normal banking procedures the Paying Agent or, as the case may be, each Holder, could purchase Dollars with the Second Currency on the Business Day next preceding the date on which such judgment is rendered. Notwithstanding the rate of exchange actually applied in rendering such judgment, the Issuer shall, as a separate obligation, pay to each Holder on demand in Dollars, such additional amount as is necessary to enable the Holders to receive, after conversion of the amount received in the Second Currency to Dollars, the full amount due under this Indenture and the Notes.

SECTION 2.7. Holder Lists . The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Issuer shall furnish, or cause the Registrar to furnish, to the Trustee, in writing at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders.

SECTION 2.8 Global Note Provisions .

(a) Each Global Note initially shall: (i) be registered in the name of DTC or a nominee of DTC, (ii) be delivered to the Note Custodian, and (iii) bear the appropriate legend, as set forth in Section 2.9 and Exhibit A. Any Global Note may be represented by more than one certificate. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the records of the Registrar, as provided in this Indenture.

(b) Members of, or participants in, DTC (“Agent Members”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Note Custodian under such Global Note, and DTC may be treated by the Issuer, the Trustee, the Paying Agent and the Registrar and any of their agents as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee, the Paying Agent or the Registrar or any of their agents 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 of DTC governing the exercise of the rights of an owner of a beneficial interest in any Global Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members and persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. None of the Issuer, the Trustee or any agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note or for maintaining, supervising, or reviewing any records relating to such beneficial ownership interests. Neither the Trustee nor any agent shall have any responsibility or liability for any actions taken or not taken by DTC. The Trustee and agents shall be fully protected in relying upon information furnished by DTC with respect to its agent members and other members, participants and any beneficial owners.

(c) Except as provided below, owners of beneficial interests in Global Notes will not be entitled to receive Certificated Notes. Certificated Notes shall be issued to all owners of beneficial interests in a Global Note in exchange for such interests if: (i) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Global Note or DTC ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary is not appointed by the Issuer within 90 days of such notice or cessation, or (ii) an Event of Default has occurred and is continuing with respect to such Global Note and the Registrar has received a request from DTC to issue Certificated Notes. In connection with the exchange of an entire Global Note for Certificated Notes pursuant to this paragraph (c), such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and upon Issuer Order the Trustee shall authenticate and deliver, to each beneficial owner identified by DTC in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Certificated Notes of authorized denominations.

(d) Each of the Issuer or the Trustee, in its discretion, may treat as the act of a Holder any instrument or writing of any Person that is identified by DTC as the owner of a beneficial interest in the Global Note.

SECTION 2.9. Legends . (a) Each Global Note shall bear the legend specified therefor in Exhibit A on the face thereof.

(b) Until the Resale Restriction Termination Date, each Regulation S Global Note and each Rule 144A Global Note shall bear the private placement legend specified therefor in Exhibit A on the face thereof (the “Private Placement Legend”).

SECTION 2.10. Transfer and Exchange .

(a) If (1) the owner of a beneficial interest in a Rule 144A Global Note wishes to transfer such interest (or any portion thereof) to a Non-U.S. Person pursuant to Regulation S and (2) such Non-U.S. Person wishes to hold its interest in the Notes through a beneficial interest in a Regulation S Global Note, (x) upon receipt by the Note Custodian and Registrar of:

(A) instructions from the Holder of the Rule 144A Global Note directing the Note Custodian and Registrar to credit or cause to be credited a beneficial interest in the Regulation S Global Note equal to the principal amount of the beneficial interest in the Rule 144A Global Note to be transferred, and

a certificate in the form of Exhibit C from the transferor,

and (y) subject to the rules and procedures of DTC, the Note Custodian and Registrar shall increase the principal amount of the Regulation S Global Note and decrease the principal amount of the Rule 144A Global Note by such amount in accordance with the foregoing.

(b) If the owner of an interest in a Regulation S Global Note wishes to transfer such interest (or any portion thereof) to a QIB pursuant to Rule 144A prior to the expiration of the Distribution Compliance Period therefor, (x) upon receipt by the Note Custodian and Registrar of:

(A) instructions from the Holder of the Regulation S Global Note directing the Note Custodian and Registrar to credit or cause to be credited a beneficial interest in the Rule 144A Global Note equal to the principal amount of the beneficial interest in the Regulation S Global Note to be transferred, and

(B) a certificate in the form of Exhibit B duly executed by the transferor,

and (y) in accordance with the rules and procedures of DTC, the Note Custodian and Registrar shall increase the principal amount of the Rule 144A Global Note and decrease the principal amount of the Regulation S Global Note by such amount in accordance with the foregoing.

(c) Other Transfers. Any transfer of Restricted Notes not described above (other than a transfer of a beneficial interest in a Global Note that does not involve an exchange of such interest for a Certificated Note or a beneficial interest in another Global Note, which must be effected in accordance with applicable law and the rules and procedures of DTC, but is not subject to any procedure required by this Indenture) shall be made only upon receipt by the Registrar of such opinions of counsel, certificates and/or other information reasonably required by and satisfactory to the Issuer in order to ensure compliance with the Securities Act or in accordance with paragraph (d) of this Section 2.10.

(d) Use and Removal of Private Placement Legends. Upon the transfer, exchange or replacement of Notes not bearing (or not required to bear upon such transfer, exchange or replacement) a Private Placement Legend, the Note Custodian and Registrar shall exchange such Notes (or beneficial interests) for beneficial interests in a Global Note (or Certificated Notes if they have been issued pursuant to Section 2.8(c)) that does not bear a Private Placement Legend. Upon the transfer, exchange or replacement of Notes (or beneficial interests in a Global Note) bearing a Private Placement Legend, the Note Custodian and Registrar shall deliver only Notes (or beneficial interests in a Global Note) that bear a Private Placement Legend unless:

(i) such Notes (or beneficial interests) are transferred pursuant to an effective registration statement under the Securities Act;

(ii) such Notes (or beneficial interests) are transferred pursuant to Rule 144 upon delivery to the Registrar of a certificate of the transferor in the form of Exhibit D and an Opinion of Counsel reasonably satisfactory to the Issuer;

(iii) such Notes (or beneficial interests) are transferred, replaced or exchanged after the Resale Restriction Termination Date therefor; or

(iv) in connection with such transfer, exchange or replacement the Registrar shall have received an Opinion of Counsel and other evidence reasonably satisfactory to the Issuer to the effect that neither such Private Placement Legend nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act.

The Private Placement Legend on any Note shall be removed at the request of the Holder on or after the Resale Restriction Termination Date therefor. The Issuer shall promptly notify the Trustee in writing upon the occurrence of the Resale Restriction Termination Date and deliver a new Note without the Private Placement Legend together with an Issuer Order for such Note to accommodate transfers in accordance with the terms of this Indenture. The Holder of a Global Note may exchange an interest therein for an equivalent interest in a Global Note not bearing a Private Placement Legend (other than a Regulation S Global Note) upon transfer of such interest pursuant to any of clauses (i) through (iv) of this paragraph (d). The Issuer shall deliver to the Trustee an Officers’ Certificate promptly upon effectiveness, withdrawal or suspension of any effective registration statement under the Securities Act.

(e) During the period of one year after the last date on which any of the Notes are originally issued, the Issuer shall not, and shall not permit any of its “affiliates” (as defined under Rule 144) to, resell any of the Notes that constitute “restricted securities” under Rule 144 that have been reacquired by any of them.

(f) Removal of Private Placement Legend. At any date not more than 30 days prior to the Resale Restriction Termination Date, the Issuer may, at its option:

(i) instruct the Trustee in writing to remove the Private Placement Legend from the Notes by delivering to the Trustee a certificate (a “Free Transferability Certificate”) in the form attached as Exhibit E, and upon such instruction the Private Placement Legend shall be deemed removed on the Resale Restriction Termination Date from any Global Note representing such Notes without further action on the part of Holders;

(ii) instruct the Trustee to notify the Holders that the Private Placement Legend has been removed or deemed removed; and

(iii) instruct DTC to change the CUSIP number for the Notes to the unrestricted CUSIP number for the Notes and to change the ISIN number for the Notes to the unrestricted ISIN number for the Notes.

(g) At any date, the Issuer may, at its option, instruct the Trustee to amend or revise the Private Placement Legend pursuant to an Officers’ Certificate, together with the delivery of new Notes and an Issuer Order, if appropriate, to accommodate any change in laws applicable to such Private Placement Legend.

(h) Retention of Documents. The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Article II in accordance with its customary practice. The Issuer shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

(i) Execution, Authentication of Notes, etc.

(i) Subject to the other provisions of this Section 2.10, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided that any Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations of transfers and exchanges and subject to the other terms and conditions of this Article II, the Issuer will execute and, upon Issuer Order, the Trustee will authenticate Certificated Notes and Global Notes at the Registrar’s or co-Registrar’s request.

(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection with any transfer or exchange pursuant to this Section.

(iii) The Issuer shall not be required to make and the Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note (1) for a period beginning 15 days before an Interest Payment Date and ending on such Interest Payment Date, (2) during the period of 30 days ending on the due date for any payment of principal on a Note or (3) previously called for redemption.

(iv) Prior to the due presentation for registration of transfer of any Note, the Issuer, the Trustee, the Paying Agent, the Registrar or any co-Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, the Trustee, the Paying Agent, the Registrar or any co-Registrar shall be affected by notice to the contrary.

(v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

(j) No Obligation of the Trustee.

(i) The Trustee shall have no responsibility or obligation to any beneficial owner of an interest in a Global Note, a member of, or a participant in, DTC or other Person with respect to the accuracy of the records of DTC or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than DTC) of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be DTC or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through DTC subject to the applicable rules and procedures of DTC. The Trustee may rely and shall be fully protected in conclusively relying upon information furnished by DTC with respect to its members, participants and any beneficial owners.

(ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among DTC participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

SECTION 2.11. Mutilated, Destroyed, Lost or Stolen Notes .

(a) If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall execute and, upon Issuer Order, the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. Such Holder shall furnish an affidavit of loss and indemnity bond sufficient in the judgment of the Issuer and the Trustee to protect the Issuer, the Trustee, the Paying Agent, the Registrar and any co-Registrar from any loss that any of them may suffer if a Note is replaced, and, in the absence of notice to the Issuer or the Trustee that such Note has been acquired by a protected purchaser, the Issuer shall execute and, upon Issuer Order, the Trustee shall authenticate and make available for delivery, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously Outstanding.

(b) Upon the issuance of any new Note under this Section 2.11, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee, its counsel and its agents) in connection therewith.

(c) Every new Note issued pursuant to this Section 2.11 in exchange for any mutilated Note, or in lieu of any destroyed, lost or stolen Note, shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

SECTION 2.12 Cancellation . The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel and dispose of cancelled Notes in accordance with its policy of disposal or return to the Issuer all Notes surrendered for registration of transfer, exchange, payment or cancellation. The Issuer may not issue new Notes to replace Notes it has paid or delivered to the Trustee for cancellation for any reason other than in connection with a transfer or exchange upon Issuer Order.

SECTION 2.13 Defaulted Interest and Other Distributions Under the Notes . (a) When any installment of interest becomes Defaulted Interest, such installment shall forthwith cease to be payable to the Holders in whose names the Notes were registered on the Record Date applicable to such installment of interest. Defaulted Interest (including any interest on such Defaulted Interest) may be paid by the Issuer, at its election, as provided in this Section 2.13(b) or (c).

(b) The Issuer may elect to make payment of any Defaulted Interest (including any interest on such Defaulted Interest) or any other payments or distributions payable under the Notes from time to time, including Contingent Recovery Payments (each a “Special Distribution”),to the Holders in whose names the Notes are registered at the close of business on a special record date for the payment of such Defaulted Interest or Special Distribution (a “Special Record Date”), which shall be fixed in the following manner. The Issuer shall notify the Trustee in writing of the amount of Defaulted Interest or Special Distribution, as the case may be, proposed to be paid and the date of the proposed payment, and at the same time the Issuer shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or Special Distribution or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Holders entitled to such Defaulted Interest or Special Distribution as provided in this Section 2.13(c). Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest or Special Distribution, which shall be not more than 15 calendar days and not less than 15 calendar days prior to the date of the proposed payment and not less than 15 calendar days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Issuer of such Special Record Date and, in the name and at the expense of the Issuer, shall cause notice of the proposed payment of such Defaulted Interest or Special Distribution, as the case may be, and the Special Record Date therefor to be sent, first-class mail, postage prepaid, to each Holder at such Holder’s address as it appears in the registration books of the Registrar, not less than ten calendar days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest or Special Distribution and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest or Special Distribution shall be paid to the Holders in whose names the Notes are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to Section 2.13(c).

(c) Alternatively, the Issuer may make payment of any Defaulted Interest (including any interest on such Defaulted Interest) or Special Distribution in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Issuer to the Trustee of the proposed payment pursuant to this Section 2.13(c), such manner of payment shall be deemed practicable by the Trustee.

SECTION 2.14 CUSIP Numbers, ISINs, etc . The Issuer in issuing the Notes may use “CUSIP” numbers, ISINs and “Common Code” numbers (in each case if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers, ISINs and “Common Code” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer will promptly notify the Trustee in writing of any change in any “CUSIP” numbers, ISINs or “Common Code” numbers as applicable to the Notes.

SECTION 2.15 Open Market Purchases . The Issuer and its Affiliates may at any time purchase or otherwise acquire any Note, by purchase or by private agreement, in the open market or otherwise at any price or prices and may resell or otherwise dispose of such Note at any time; provided that in determining at any time whether the Holders of the requisite principal amount of the Notes outstanding have given any request, demand, authorization, direction, notice, consent or waiver under the Indenture, Notes then owned by the Issuer or any of its Affiliates will be disregarded and deemed not Outstanding.

COVENANTS OF THE COMPANY

Payment of Principal and Interest

. The Company covenants and agrees for the benefit of the Holders that it will duly and punctually pay or cause to be paid no later than 10 a.m. New York time on any payment date, the principal of and interest on each of the Notes (including Additional Amounts), and any other payments to be made by the Company under the Notes and this Indenture, at the place or places, at the respective times and in the manner provided in such Notes and this Indenture.

SECTION 3.2. Existence; Continuing Engagement in Business

. The Company will maintain its corporate existence and will take all reasonable action necessary to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business.

SECTION 3.3. Property. The Company will maintain good, legal and valid title to substantially all of its Property, free of all Liens other than Permitted Liens.

SECTION 3.4. Systems; Books and Records

. The Company will maintain an accounting and cost control system, management information system and books of account and other records adequate to reflect truly and fairly its financial condition and the results of its operations in conformity with the Accounting Principles, the Notes, applicable law, the Authorizations and prudent industry practice.

SECTION 3.5. Auditors. The Company will maintain Deloitte Cuyo or any other internationally recognized independent public accounting firm as auditors.

SECTION 3.6. Maintenance of Authorizations. The Company will:

(a) obtain timely and maintain in force, or cause to be obtained timely and maintained in force (and where appropriate, timely renew or cause to be timely renewed) all Authorizations in connection with the execution, delivery, validity and enforceability of the Notes and the performance of its obligations thereunder, for the enforcement by the Holders and the Trustee of their rights and remedies under the Restructuring Documents and for the remittance to the Paying Agent in Dollars of all monies payable under or with respect to the Notes; and

(b) perform and observe or cause to be performed or observed, all obligations, conditions and restrictions contained in, or imposed on the Company, a Subsidiary or the Pipeline Projects or (to the extent within the Company's power to do so) by all such Authorizations.

SECTION 3.7. Conditions of Business; Compliance with Applicable Law. The Company will:

At all times, comply, and cause all of its Subsidiaries, management, Board members, principals, employees and any Person acting on its or their behalf, to comply with all laws, rules and regulations applicable to it and its business and properties, including any anti-money laundering regulations, all Authorizations and all environmental regulations.

Conduct its business, and cause all of its Subsidiaries to conduct their respective businesses, in accordance with prudent industry practice.

Design, construct, own, operate, maintain, monitor and repair the Pipeline Projects, including all of its sites, plant, equipment, facilities and other Property, in accordance with applicable laws, including environmental regulations and anti-money laundering regulations.

SECTION 3.8. Taxes. The Company will file timely or cause to be filed timely all Tax Returns required to be filed by it and pay or cause to be paid all Taxes due and payable by it whether shown to be due and payable on such Tax Returns or on any assessment received by it or otherwise, except to the extent any such Taxes are being diligently contested by appropriate proceedings in good faith and with respect to which adequate reserves have been established on the books of the Company in accordance with the Accounting Principles.

SECTION 3.9. Ranking

. The Company will take such action as may be necessary to ensure that, at all times, the Notes are unconditional and unsubordinated obligations, and rank and will rank in all respects at least pari passu in priority of payment with all other present and future unsecured and unsubordinated obligations of the Company outstanding from time to time, except for such exceptions as are provided by applicable law.

SECTION 3.10. Corporate Governance. The Company will maintain standards of corporate governance in accordance with prudent industry practice with respect to itself and each Subsidiary and consistent with the Corporate Governance Agreement.

SECTION 3.11. Fundamental Changes. The Company shall not (and shall cause its Restricted Subsidiaries not to) undertake or permit any merger, consolidation, spin-off or reorganization or sell, lease, transfer or otherwise dispose of (by one or a series of transactions, related or not) of all or substantially all of its Property, except for any transactions necessary to complete a Sale in accordance with the Sale Mandate.

SECTION 3.12 Limitation on Assets Dispositions. The Company shall not (and shall cause its Restricted Subsidiaries not to) make any Asset Disposition, except for:

(a) Asset Dispositions contemplated in the Annual Business Plan or expressly approved by the Board, provided that the Company and/or the relevant Restricted Subsidiary, as applicable, receives consideration at the time of such Asset Disposition at least equal to the Fair Market Value of the shares and/or assets subject to such Asset Disposition;

(b) Asset Dispositions made in accordance with the Sale Process pursuant to the Sale Mandate; and

(c) Permitted Dispositions, provided that such Permitted Dispositions are made at a Fair Market Value and under the terms and conditions expressly approved or ratified by the Board following the Issue Date and that, to the extent applicable, the requisites set forth in Section 3.13 are complied with.

SECTION 3.13 Related Party Transactions. The Company shall not (and shall cause its Restricted Subsidiaries not to) enter into any transaction, including making any payment to, or selling, leasing, transferring or otherwise disposing of any of its properties or assets to, or purchasing any property or assets from, or entering into or making or amending any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of (each, a "Related Party Transaction"):

(a) any of the Original Shareholders (including Venti and/or any of its or their Subsidiaries (other than the Company and its Restricted Subsidiaries); or

(b) any Affiliate (other than the Company or any Restricted Subsidiary),

unless such transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary, as applicable, than those that would have been obtained in a comparable arm’s-length transaction by the Company or such Restricted Subsidiary, as applicable, with a Person that is not an Affiliate, and the Company delivers to the Trustee: (A) with respect of any Related Party Transaction or related series of Related Party Transactions involving aggregate consideration in excess of $10.0 million, a resolution of its Board of Directors stating that such Related Party Transaction complies with this Section 3.13 and that such Related Party Transaction has been approved by the Board of Directors; and (B) with respect of any Related Party Transaction or related series of Related Party Transactions involving aggregate consideration in excess of U.S.$15.0 million, an opinion as to the fairness to the Company and such Restricted Subsidiary, as applicable, of such Related Party Transaction from a financial point of view issued by an investment banking firm or auditing firm of international standing.

The following items, to the extent approved and/or ratified by the Board of Directors of the Company after the Issue Date, will not be deemed to be Related Party Transactions and therefore, will not be subject to the provisions of this Section 3.13:

(i) any payment of reasonable and customary fees paid to, and customary insurance provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary, in each case in the ordinary course of business consistent with past practices;

(ii) the payment of compensation (including amounts paid pursuant to employee benefit plans), or statutory indemnification set forth in applicable labor laws, reimbursement or advancement of reasonable out-of-pocket expenses and provisions of liability insurance to officers, directors and employees of the Company or any Restricted Subsidiary, in each case in the ordinary course of business and so long as the Board of Directors of the Company in good faith shall have, as from the Issue Date, approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation to be fair consideration therefor;

(iii) dividends and distributions made in respect of any Restricted Subsidiary's Capital Stock; and

(iv) set-off of intercompany debt in accordance with Section 2.2(b)(iii) of the APE, under the terms set forth in Schedule __ hereto.

SECTION 3.14 Scope of Business. The Company shall not (and shall cause its Restricted Subsidiaries not to) change the nature or scope of its business.

SECTION 3.15 Accounting Changes. The Company shall not (and shall cause its Restricted Subsidiaries not to) change its Financial Year, or make or permit any change in accounting policies or reporting practices, except as required to comply with the Accounting Principles.

SECTION 3.16. Maintenance of Insurance

. The Company shall insure and keep insured, with financially sound and reputable insurers, its Property and business against insurable losses to the extent a prudent company operating in the same industry would in accordance with internationally accepted industry standards.

SECTION 3.17. Other information

. For so long as the Notes remain Outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Company will, during any period in which they are 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 Note, to a prospective purchaser of a Note or beneficial interest therein who is a QIB, or to the Trustee for delivery 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 the Company, the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the Securities Act.

SECTION 3.18. Reports to Trustee.

The Company will furnish to the Trustee,

(a) Audited Annual Financial Statements. As soon as available, but in any event within the earlier of (i) one hundred (100) days after the end of each Financial Year, and (ii) the deadline for issuance of annual Financial Statements in accordance with the regulations issued by the Comision Nacional de Valores of Argentina:

(i) two (2) copies of the audited Financial Statements of the Company for such Financial Year setting forth in each case in comparative form the corresponding figures for the previous Financial Year;

(ii) a certificate of the Auditors reporting on such Financial Statements stating that, based on such Financial Statements and information reviewed in connection with the audit, (A) the Company is in compliance with Sections 3.4 (Systems; Books and Records) and 3.14 (Accounting Changes), or specifying any non-compliance, and (ii) no other Default has occurred;

(iii) a certificate of an Authorized Person of the Company certifying that, during the applicable period and as of the end of the relevant Financial Year, the Company was in compliance with all the terms and conditions of the Notes and that no Default has occurred, except as specified in such certificate; and

(iv) a certificate of the CFO of the Company certifying that, during the applicable period and as of the end of the relevant Financial Year, no Default has occurred, except as specified in such certificate, under Section 6.1(p) (Permitted Indebtedness); provided that, upon the occurrence and during the continuation of a Default, the Trustee may request such certificate to be issued by the Auditors in addition to the CFO of the Company.

Audited Quarterly Financial Statements. As soon as available but in any event within seventy-five (75) days after the end of each of the four (4) Financial Quarters of each Financial Year:

(i) two (2) copies of the audited Financial Statements of the Company for such quarterly period setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Financial Year; provided that such audit may be qualified by the Auditors as a "limited review" audit;

(ii) a certificate of an Authorized Person of the Company:

(A) certifying that the Financial Statements delivered pursuant to this Section (Audited Quarterly Financial Statements) were prepared from and are in accordance with the Company's books and records and give a true and fair view of the financial position of the Company as of the date thereof and the results of its operations and cash flow for the relevant Financial Quarter, all in conformity with the Accounting Principles; and

(B) certifying that, during the applicable period and as of the relevant Financial Quarter Date, the Company was in compliance with all the terms and conditions of the Notes and that no Default has occurred, except as specified in such certificate.

Notices. The Company shall:

(i) Promptly upon the occurrence of a Default, deliver to the Trustee a notice specifying the nature of that Default and any steps the Company is taking to remedy it.

(ii) Deliver to the Trustee prompt notice of any breach of any of the terms and conditions of, or default under, or material dispute under any of the Notes, or under any New Debt Facilities or any of the Restructuring Documents.

(iii) Deliver to the Trustee prompt notice of any revocation, denial or non-renewal of any Authorization required in connection with the execution, delivery, validity and enforceability of the Notes and the performance by each party thereto of its obligations thereunder, for the enforcement by the Holders of their rights and remedies under the Notes and for the remittance to the Paying Agent in Dollars of all monies payable under or with respect to the Notes.

(iv) Promptly upon acquiring actual knowledge thereof, deliver to the Trustee notice of any action, suit, other legal proceeding, administrative proceedings or other claim before any Authority that has had or may reasonably be expected to have a Material Adverse Effect, specifying the nature of those proceedings and the steps the Company is taking or proposes to take with respect thereto.

(v) Prompt notice of any proposed changes in the nature or scope of any Pipeline Project or the business operations of IMPSA.

(vi) Prompt notice of any material event of loss or force majeure event.

(vii) Deliver to the Trustee prompt notice of any other event or condition which has had or may reasonably be expected to have a Material Adverse Effect.

(viii) In the case of each of Section 3.18(c)(i) through 3.18(c)(viii), "prompt" or "promptly" shall means as soon as available but in any event within ten (10) days of the occurrence of the relevant event.

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

SECTION 3.19. Additional Amounts

. (a) All payments of principal, premium or interest by the Company in respect of each Note shall be made without deduction or withholding for or on account of any Taxes and other liabilities of whatsoever nature (other than any Taxes imposed on or measured by net income) imposed on or in connection with the payment of any obligation under the Notes by any Authority of Argentina or any Authority of any other jurisdiction from or through which any such payment is made (“Transaction Taxes”), unless the Company is compelled by law to so deduct or withhold. In any such event, the Company shall pay such additional amounts (“Additional Amounts”) in respect of Transaction Taxes as may be necessary to ensure that the amounts received by the Holders of such Notes after such withholding or deduction shall equal the respective amounts that would have been receivable in respect of such Note in the absence of such withholding or deduction, except that no such Additional Amounts shall be payable:

(i) to or on behalf of a Holder or beneficial owner of a Note that is liable for Transaction Taxes in respect of such Note by reason of having some present or former connection with Argentina (or any political subdivision or taxing authority thereof or therein) other than the mere holding or owning of such Note or the receipt of income or any payments in respect thereof;

(ii) to or on behalf of a Holder or beneficial owner of a Note in respect of Transaction Taxes that would not have been imposed but for the failure of the Holder or beneficial owner of a Note or any other person as required under law, statute, administrative practice, treaty or regulation to comply with any certification, identification, information, documentation or other reporting or evidence requirement (within 30 days following a written request from the Company to the Holder for compliance) concerning the nationality, residence, identity or connection with Argentina of the Holder or beneficial owner or person if such compliance is required by applicable law, statute, regulation, administrative practice or treaty as a precondition to exemption from, or reduction, in the rate of deduction or withholding of all or part of such Transaction Taxes;

(iii) to or on behalf of a Holder of a Note in respect of Transaction Taxes that would not have been imposed but for the failure of such Holder to present a Note for payment (where presentation is required) more than 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 Holders by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting such Note for payment on the last day of the applicable 30-day period;

(iv) to or on behalf of a Holder or beneficial owner of a Note in respect of any estate, inheritance, gift, sales, transfer, personal assets or similar tax, assessment or other governmental charge;

(v) to or on behalf of a Holder or beneficial owner of a Note in respect for any Taxes payable otherwise than by withholding or deduction from payments on or in respect of the Notes;

(vi) to or on behalf of a Holder or beneficial owner of a Note in respect for any Taxes that are imposed on or with respect to a Note presented for payment by or on behalf of a Holder or beneficial owner who would have been able to avoid such withholding or deduction by presenting the relevant Note to another paying agent in a Member State of the European Union;

(vii) or on behalf of a Holder or beneficial owner of a Note in respect for any combination of any of the above; or

(viii) any combination of (i) through (vii);

nor will Additional Amounts be paid with respect to any payment of the principal of, or any premium or interest on, any Notes to any Holder or beneficial owner of a Note who is a 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 Notes.

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.

The Company will promptly pay when due any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any jurisdiction from the execution, delivery or registration of each Note or any other document or instrument referred to herein or therein, excluding any such taxes, charges or similar levies imposed by any jurisdiction outside of Argentina except those resulting from, or required to be paid in connection with, the enforcement of such Notes or any other such document or instrument following the occurrence of any Event of Default (as defined below).

REDEMPTION OF THE NOTES

SECTION 4.1. Notice of Redemption; Partial Redemptions

. Notwithstanding anything to the contrary in this Section, all redemptions shall comply with the provisions of Section 4.3, 4.4 or 4.5, as applicable, and of Section 4.6. In case of redemption, notice shall be given to the Trustee and to the CNV. Such notice shall specify the provision pursuant to which the redemption is being made, the principal amount of each Note to be redeemed, the date fixed for redemption, the redemption price, the place or places of payment, that payment will be made upon presentation and surrender of such Notes, that interest accrued to the date fixed for redemption and any Additional Amounts will be paid as 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 or by Sections 4.3, 4.4 or 4.5 hereof, as applicable. In case any Note 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 Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued.

The Company shall deliver to the Trustee any notice of redemption specifying the information set forth above at least 30 days prior to the date on which such notice of redemption will be mailed (and 45 days prior to such date if the notice of redemption must be published), except in cases where a longer notice period is required in accordance with the relevant applicable Section hereof, together with an Officers’ Certificate stating the aggregate principal amount of Notes to be redeemed. The notice of redemption of Notes to be redeemed shall be given to Holders by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company at least 30 days but not more than 60 days before the date of redemption (unless otherwise specified pursuant to the terms of the Notes) except in cases where a longer notice period is required in accordance with the relevant applicable Section hereof. Such notice shall be irrevocable.

On or before 12:00 Noon (New York City time) one Business Day prior to the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee (or, if the Company is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 2.5) an amount of money sufficient to redeem on the redemption date all the Notes 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 Notes are to be redeemed, the Company shall comply with the provisions of Section 4.3, 4.4 or 4.5, as applicable, and of Section 4.6. Upon any partial redemption of Notes, the Trustee shall (a) in the case of Notes represented by a Global Note, cancel or mark down the existing Global Note and authenticate and hold as custodian for DTC a new Global Note, to reflect the aggregate principal amount of Notes outstanding after such redemption and (b) in the case of Certificated Notes, to the extent required, authenticate and deliver in exchange therefor one or more Notes, 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 Note. Notes may be redeemed in part in multiples equal to the minimum authorized denomination for Notes or any multiple thereof. The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Notes 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 Notes shall relate, in the case of any Note redeemed or to be redeemed only in part, to the portion of the principal amount of such Note that has been or is to be redeemed.

SECTION 4.2. Payment of Notes Called for Redemption

. If notice of redemption has been given as above provided, the Notes or portions of Notes 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 the Company shall default in the payment of such Notes at the redemption price, together with interest accrued to said date and any Additional Amounts) interest on the Notes or portions of Notes so called for redemption shall cease to accrue and such Notes 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 Notes 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 Notes, of such Notes at a place of payment specified in said notice, said Notes or the specified portions thereof shall be paid and redeemed by the Company 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 Notes registered as such on the relevant record date subject to the terms and provisions of Section 2.3 hereof.

From and after the redemption date, if moneys for the redemption of the Notes called for redemption shall have been made available as provided herein for redemption on the redemption date, such Notes shall cease to bear interest, and the only right of the Holders of such Notes 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 4.2, if any Notes 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 Notes.

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

SECTION 4.3.

Redemption at the Option of the Company for Taxation Reasons

. The Notes may be redeemed at the option of the Company in whole, but not in part, at any time, on giving not less than 30 nor more than 60 days’ notice (which shall be irrevocable) to the Holders (and to the Trustee and the CNV), at the principal amount 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, 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 the holding of a court of competent jurisdiction, the Company has or will become obligated to pay Additional Amounts on such Notes, which change or amendment becomes effective on or after the date of original issue of the Notes and such obligation cannot be avoided by the Company taking reasonable measures available to it; provided, however, that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be obliged to pay Additional Amounts were a payment in respect of such Notes then due. Prior to the distribution of any notice of redemption pursuant hereto, the Company shall deliver to the Trustee a certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company to redeem have occurred, and an opinion of counsel to the effect that the Company has or will become obligated to pay Additional Amounts as a result of such change or amendment.

SECTION 4.4. Redemption at the Option of the Company.

(a) Redemption of the Discount Senior Notes. The Company may redeem all or any portion of the Discount Senior Notes at par, on any interest payment date, on not less than thirty (30) days' prior notice to the Trustee, but only if:

(i) Any such redemption shall be made simultaneously and on a pro rata basis with the redemption or prepayment, as the case may be (with all calculations to be made in Dollars, by converting any Peso denominated New Debt Facilities at the then Applicable Exchange Rate) with all New Discount Debt Facilities; and

(ii) The Company concurrently pays all accrued interest on the Discount Senior Notes and on all other New Discount Debt Facilities, and all Additional Amounts as provided in the Notes.

SECTION 4.5. Mandatory Redemption.

(a) Redemption upon Change of Control. Upon the occurrence of a Change of Control, the Company shall immediately notify the Trustee (and the Trustee shall, promptly upon receipt of such notice, notify the occurrence of such Change of Control to the Holders. Each Holder will then have the right to individually require that the Company purchase all or a portion (in integral multiples of US$1,000) of its Notes at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon through the date of effective payment of the purchase and other Additional Amounts. The request for redemption shall be delivered in writing by each Holder to the Trustee, within sixty (60) after a Change of Control is notified by the Company to the CNV and the Trustee. Redemption shall be completed as set forth in Section 4.1 hereof.

(b) Excess Cash Redemption.

On the Issue Date and, thereafter, on each interest payment date for so long as there is any outstanding amount under the Notes, the Company shall apply the full amount of any Excess Cash existing as at such interest payment date, to redeem, on a pro rata basis (with all calculations to be made in Dollars, by converting any Peso denominated New Debt Facilities at the then Applicable Exchange Rate) all or any portion of the New Discount Debt Facilities, including without limitation the Discount Senior Notes, together with all accrued and unpaid interest on the New Discount Debt Facilities (plus Additional Amounts and other amounts payable thereon, if any).

The determination of the existence and amount of the Excess Cash shall be made by the CFO, confirmed by the CT and reported to the Board no later than May 20 and November 20 of each year (and, in the case of any distribution to be made on the Issue Date, if any, at least 45 days prior to such date) and shall be accompanied by an Officer’s Certificate signed by the CFO setting forth in reasonable detail each such Excess Cash calculation. Notwithstanding the above, if at any time the Company receives any Extraordinary Cash Receipt, the Company shall be required to, within 10 business days of said receipt, apply 100% of such Extraordinary Cash Receipt to redeem the Notes in accordance with this Section.

SECTION 4.6. Application of Redemption Payments .

(a) Amounts of principal paid under Section 4.4(a) shall be applied (or caused to be applied) by the Company on a pro rata basis across the unpaid principal installments of the New Discount Debt Facilities being redeemed or prepaid.

(b) Amounts of principal paid under Section 4.5 (Mandatory Redemption) shall be applied (or caused to be applied) by the Company on a pro rata basis across the New Discount Debt Facilities, first to pay all accrued and unpaid interest and, second, to pay all respective outstanding principal installments of the New Discount Debt Facilities in direct order of maturity.

ARTICLE V

CONTINGENT RECOVERY PAYMENTS

SECTION 5.1. Holders as Beneficiaries of Trusts’ Proceeds. In accordance with the APEs, each of the Eligible Creditors at any time (including any Holders, acting through the Trustee) shall be (and shall be deemed to be) and become beneficiaries of any proceeds from the IMPSA Equity Trust and, by acquiring the Notes shall be deemed to have accepted to be third party beneficiaries of the trust agreement governing the IMPSA Equity Trust and be bound by its terms and conditions (as set forth in Exhibit H hereto).

SECTION 5.2. Distribution of Contingent Recovery Payments.Within thirty (30) Business Days as of the date of receipt of the net cash proceeds of any Contingent Recovery Payments, the Trustee will distribute the aggregate proceeds thereof ratably to each of the holders of the Notes. Any such Contingent Recovery Payments shall not reduce or discharge any principal or interest under the Notes and shall be considered as a payment of premium thereof.[8]

I DEFAULTS AND REMEDIES OF THE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT

SECTION 6.1. Events of Default

. In the event that one or more of the following events (each, an “Event of Default”) shall have occurred and be continuing with respect to the Notes:

Failure to Pay Principal and Interest. The Company fails to pay when due (whether at stated maturity or otherwise) any principal of, or interest on, any of the Notes.

Failure to Make Other Payments. The Company fails to pay when due (whether at stated maturity or otherwise) any obligation (other than principal of, or interest on, the Notes) under the Notes or the Restructuring Documents and any such failure continues for more than five (5) days.

Failure to Pay Debt. The Company (1) fails to pay when due any amount outstanding with respect to any New Debt Facility; or (2) fails to pay when due any amount outstanding with respect to any other Indebtedness in an amount exceeding ten million Dollars ($10,000,000) (or the equivalent thereof in other currencies); and any such failure continues for more than any applicable period of grace.

Cross-Acceleration. Any (i) New Debt Facility and/or (ii) Indebtedness with a principal Outstanding Amount exceeding ten million Dollars ($10,000,000) (or the equivalent thereof in other currencies), is accelerated and/or becomes prematurely due and payable or is placed on demand in accordance with its terms.

Restructuring Documents. (i) The Company fails to comply with any of its obligations contained in this Indenture or any other Restructuring Document or breaches any provision of the Sale Mandate, the Trusts, the Corporate Governance Agreement or any other Restructuring Document and such failure has continued for a period of fifteen (15) days after the Company becomes aware, or should have become aware, of such failure to comply; provided that no cure period shall apply if such failure has had or could reasonably be expected to have a Material Adverse Effect or such failure is not capable of being remedied; or (ii) any Restructuring Document or any of their respective terms is revoked, terminated, becomes void or ceases to be in full force and effect; becomes, or the performance of or compliance with any obligation thereunder becomes, unlawful; or is repudiated by any party thereto or its legality, validity or enforceability is challenged by any Person.

Expropriation. Any Authority: (i) condemns, nationalizes, seizes, confiscates or otherwise expropriates all or any substantial part of the Property of the Company or of its Capital Stock or commences any proceeding in furtherance of any of the foregoing; (ii) assumes custody or control of all or any substantial part of the Property of the Company, the business or operations of the Company or its Capital Stock; or (iii) takes any action to displace the management of the Company, to curtail the Company's authority to conduct its business, to dissolve or disestablish the Company, or to prevent the Company or its officers from carrying on all or a substantial part of its business or operations.

Insolvency Events:

(i) Involuntary Proceedings. At any time following the date of the IMPSA APE, an involuntary proceeding is commenced or an involuntary petition is filed seeking:

(1) an adjudication of the Company as bankrupt or insolvent, a judicial recovery or a "concurso preventivo" (in Argentina);

(2) liquidation, winding up, reorganization, moratorium, arrangement, adjustment or composition of, or other relief in respect of, the Company or the Company’s debts, or of a substantial part of the Company's Property under applicable law; or

(3) the appointment of a receiver, liquidator, assignee, trustee or sequestrator (or other similar official) of the Company or of any substantial part of its Property;

and in any such case, such proceeding or petition is not dismissed within ninety (90) days after an order or decree approving or ordering any of the foregoing is entered.

(ii) Voluntary Proceedings. At any time following the date of the IMPSA APE, Company:

(1) voluntarily commences any proceeding or files any petition seeking liquidation, reorganization, judicial recovery, out-of-court recovery, a "concurso preventivo" or other form of composition with its creditors or other relief under applicable law;

(2) applies for or consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of any substantial part of its Property;

(3) makes a general assignment for the benefit of creditors;

(4) requests a moratorium or suspension of payment or reorganization of debts from any competent Authority;

(5) institutes proceedings or takes any form of corporate action to be liquidated or adjudicated bankrupt or insolvent;

(6) consents to the institution of, or fails to contest in a timely and appropriate manner, any proceeding or petition described in Section 4.1(g)(i) (Involuntary Proceedings); or

(7) takes any action for the purpose of effecting any of the foregoing, including the execution, or any action that could reasonably be expected to result in the execution, of an "acuerdo preventivo extrajudicial" under Argentine law 24,522, as amended from time to time.

(iii)Inability to Pay Debts. The Company becomes unable, admits in writing its inability or fails generally to pay its debts as they become due or otherwise becomes insolvent.

(iv) Events Analogous to Bankruptcy, Insolvency, Etc. Any other event occurs that under any applicable law would have an effect analogous to any of those events listed in Section 6.1(g)(i) (Involuntary Proceedings), 6.1(g)(ii) (Voluntary Proceedings) or 6.1(g)(iii) (Inability to Pay Debts).

(h) Attachment. An attachment or analogous process for an amount in excess of the equivalent of five hundred thousand Dollars ($500,000) (i) is levied or issued against any Property of the Company and remains in force for a period of ninety (90) days, or (ii) is enforced upon against any Property of the Company and remains unsatisfied for a period of ninety (90) days.

(i) Judgments. A final judgment, order or arbitral award is rendered against the Company or any of its Property for an amount in excess of the equivalent of five hundred thousand Dollars ($500,000) and remains unsatisfied for a period of ninety (90) days.

(j) Legal Proceedings. Any action, suit or other legal proceeding (including arbitration proceedings) is commenced against the Company has had or reasonably could be expected to have a Material Adverse Effect.

(k) Failure to Maintain Authorizations. Any Authorization in connection with the execution, delivery, validity and enforceability of the Restructuring Documents and the performance by each party thereto of its obligations thereunder, for the enforcement by any Holder of its rights and remedies under the Restructuring Documents and for the remittance to any Holder in Dollars of all monies payable under or with respect to the Notes is not obtained or renewed when required or is rescinded, terminated or otherwise lapses or ceases to be in full force and effect or any Person fails to comply in any respect with any such Authorization, and such Authorization is not restored or reinstated or the non-compliance cured within thirty (30) days of such event.

(l) Material Adverse Effect. Any event occurs or any condition exists that has had or reasonably could be expected to have a Material Adverse Effect.

(m) Moratorium. Any Authority of Argentina declares any general payment delay, refusal to pay or acknowledge a payment obligation, repudiation or other action (whether or not formally announced), which in any such case relates to debts or any category of debts not to be paid in accordance with their terms and prevents the availability of foreign exchange by the Company for the purpose of performing any material obligation under the Notes.

(n) Abandonment. Interruption. The Company ceases to carry on its business for more than thirty (30) consecutive days.

(o) Restricted Payments. The Company or any of the Restricted Subsidiaries makes any Restricted Payment, unless (i) no Default has occurred and is continuing or would result from the making of such Restricted Payment; and (ii) the Company, no earlier than sixty (60) days nor later than thirty (30) days prior to the proposed Restricted Payment Date, shall provide the Trustee with a certificate of an Authorized Person, in the form attached as Exhibit __ (Form of Borrower's Certificate on Distribution of Restricted Payments), and any such failure continues for more than thirty (30) days.

(p) Permitted Indebtedness. The Company or any of the Restricted Subsidiaries incurs any Indebtedness unless: (i) no Default has occurred and is continuing or would result from the incurrence of such Indebtedness; and (ii) the Permitted Indebtedness Conditions have been satisfied; and any such failure continues for more than thirty (30) days.

(q) Liens. The Company or any of the Restricted Subsidiaries creates, incurs, assumes or suffers to exist any Lien except a Permitted Lien upon the whole or any part of its property, assets or revenues, and any such failure continues for more than thirty (30) days.

then the Trustee shall, upon the request of the Holders of not less than 25% in principal amount of the Notes then Outstanding, by written notice to the Company, declare all the Notes then Outstanding to be immediately due and payable; provided, however, that in the case of any of the Events of Default described in paragraph (g) above with respect to the Company, all Notes shall, without any notice to the Company or any other act by any Holder of any Note, become immediately due and payable. Upon any such declaration of acceleration (or automatic acceleration, as the case may be), the principal of the Notes so accelerated and the interest accrued thereon and all other amounts payable with respect to such Notes shall become and be immediately due and payable. If the Event of Default or Events of Default giving rise to any such declaration of acceleration shall be cured following such declaration, such declaration may be rescinded by the Holders of not less than 25% in principal amount of the Notes then Outstanding.

SECTION 6.2. Collection of Indebtedness by Trustee; Trustee May Prove Debt

. The Company covenants that (a) in case there shall be a default in the payment of any instalment of interest (including Additional Amounts) on any of the Notes when such interest (including Additional Amounts) shall have become due and payable, and such default shall have continued for a period of 10 days or (b) in case there shall be a default in the payment of all or any part of the principal (including Additional Amounts) of any of the Notes when the same shall have become due and payable, whether upon maturity of such Notes or upon any redemption or by declaration or otherwise; then upon demand by the Trustee, the Company will pay to the Trustee for the benefit of the Holders of the Notes the whole amount that then shall have become due and payable on all the Notes 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 the Notes); and in addition thereto, such further amount as shall be sufficient to cover the costs and 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 7.6, except as a result of its negligence or bad faith.

In case the Company 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 the Company and collect in the manner provided by law out of the property of the Company, wherever situated, the moneys adjudged or decreed to be payable.

All rights of action and of asserting claims under this Indenture or under any of the Notes may be enforced by the Trustee without the possession of any of the Notes 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 Notes 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 Notes in respect to which such action was taken, and it shall not be necessary to make any Holders of such Notes 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 Notes 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.

The above mentioned shall be notwithstanding the rights of each individual Holder to initiate actions against the Company for the payment of any principal, Additional Amount and/or interest post due to any Note, as the case may be, in accordance with the provisions of Article 29 of the Negotiable Obligations Law.

SECTION 6.3. Application of Proceeds

. Any moneys collected by the Trustee pursuant to this Article in respect of any Notes 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 several Notes in respect of which moneys have been collected and stamping (or otherwise noting) thereon the payment, or issuing Notes in reduced principal amounts in exchange for the presented Notes if only partially paid, or upon surrender thereof if fully paid:

FIRST: To the payment of costs and expenses applicable to such Notes in respect of which moneys have been collected, including reasonable compensation to, and reimbursement of the expenses of, the Trustee and each predecessor Trustee and their respective agents and attorneys and of all expenses and liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, as provided in Section 7.6 (Compensation and Indemnification of Trustee), except as a result of negligence or bad faith, and all other amounts due to the Trustee or any predecessor Trustee pursuant to Section 7.6 (Compensation and Indemnification of Trustee);

SECOND: In case the principal of the Notes 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 Notes in default in the order of the maturity of the installments of such interest (including Additional Amounts), with interest (to the extent that such interest has been collected by the Trustee) upon the overdue installments of interest (including Additional Amounts) at the rate or rates of interest specified in such Notes, such payments to be made ratably to the Persons entitled thereto, without discrimination or preference;

THIRD: In case the principal of the Notes 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 Notes for principal and interest (including Additional Amounts), with interest upon the overdue principal, and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest (including Additional Amounts) at the rate or rates of interest specified in such Notes; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon such Notes, 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 any Note over any other Note, ratably to the aggregate of such principal and accrued and unpaid interest (including Additional Amounts); and

FOURTH: To the payment of the remainder, if any, to the Company or any other Person lawfully entitled thereto of which the Trustee has notice.

SECTION 6.4. 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.

SECTION 6.5. Limitations on Suits by Holders

. Except as provided in Section 6.2 (Collection of Indebtedness by Trustee; Trustee May Prove Debt), no Holder of any Note shall have any right by virtue or by availing itself of any provision of this Indenture or of the Notes to institute any action 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 or under the Notes, unless such Holder previously shall have given to the Trustee written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of not less than 25% in aggregate principal amount of the Notes 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 it as it may require against the costs, expenses and liabilities to be incurred therein or thereby and the Trustee for 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 6.7 (Control by Holders); it being understood and intended, and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee, that no one or more Holders of Notes 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 Notes, or to obtain or seek to obtain priority over or preference to any other Holder or to enforce any right under this Indenture or under the Notes, except in the manner herein provided and for the equal, ratable and common benefit of all Holders of Notes. For the protection and enforcement of the provisions of this Section, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

SECTION 6.6. Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default

. Except as provided in Section 6.5 (Limitations on Suits by Holders), no right or remedy herein conferred upon or reserved to the Trustee or to the Holders 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 Holder 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 6.5 (Limitations on Suits by Holders), every power and remedy given by this Indenture or by law to the Trustee or to the Holder may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Holders.

SECTION 6.7. Control by Holders

. The Holders of a majority in aggregate principal amount of the Notes at the time Outstanding (or such other percentage over the aggregate principal amount thereof as specifically set forth in any provision of this Indenture) shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Notes by this Indenture; provided that such direction shall not be otherwise than in accordance with law and the provisions of this Indenture and provided further that (subject to the provisions of Section 7.1 (Duties and Responsibilities of the Trustee)) the Trustee shall have the right to decline to follow any such direction if the Trustee, being advised by counsel, shall determine that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by action of its board of directors, the executive committee, or a trust committee of directors or Responsible Officers of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability or if the Trustee in good faith shall so determine that the actions or forbearance specified in or pursuant to such direction would be unduly prejudicial to the interests of Holders of the Notes not joining in the giving of said direction, it being understood that (subject to Section 7.1 (Duties and Responsibilities of the Trustee)) 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 Holders.

SECTION 6.8. Waiver of Past Defaults

. Prior to a declaration of the acceleration of the maturity of the Notes, and at an Extraordinary Meeting or an adjourned Extraordinary Meeting duly convened at which a quorum is present as provided in Section 8.6 (Noteholders’ Meetings), the Holders of the lesser of (i) a majority in aggregate principal amount Outstanding of the Notes of and (ii) 66 2/3% in aggregate principal amount Outstanding of the Notes represented and voting at such meeting, may on behalf of the Holders of all the Notes of such Series waive any past default or Event of Default, except a default in respect of a covenant or provision hereof that cannot be modified or amended without the consent of each Holder affected as provided in Section 9.2 (Supplemental Indentures With Consent of Holders). In the case of any such waiver, the Company, the Trustee and the Holders 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 Notes, and any Event of Default arising therefrom shall be deemed to have been cured, and not to have occurred with respect to such Notes 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 Notes.

I CONCERNING THE TRUSTEE

SECTION 7.1. Duties and Responsibilities of the Trustee

. Except during the continuance of an Event of Default, the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. 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 use the same degree of care and skill in their exercise, as a prudent man would exercise under the circumstances in the conduct of his own affairs.

No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that:

(a) the duties and obligations of the Trustee with respect to the Notes shall be determined solely by the express provisions of this Indenture, and the Trustee 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 the Trustee;

(b) in the absence of bad faith 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. The Trustee shall be under no duty to make any investigation as to any statement contained in any such instance, but may accept the same as conclusive evidence of the truth and accuracy of such statement or the correctness of such opinions. However, 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 (but need not confirm or investigate the accuracy of mathematical calculations or other facts, statements, opinions or conclusions stated therein);

(c) the Trustee shall not be liable for any action taken or omitted in connection with this Indenture or 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 grossly negligent in ascertaining the pertinent facts;

(d) 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 pursuant to Section 6.7 (Control by Holders) 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

(e) 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 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.

Every provision of this Indenture that in any way relates to the Trustee is subject to this Section 7.1.

SECTION 7.2. Certain Rights of the Trustee

. Subject to Section 7.1:

the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, Officers’ Certificate or any other certificate, statement, instrument, opinion, report, notice, request, direction, 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. The Trustee need not investigate any fact or matter stated in the document;

any request, direction, order, demand or notice of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate (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 the Company;

before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits in good faith in reliance on the Officer’s Certificate and/or Opinion of Counsel;

the Trustee may consult with counsel of its own selection and any advice or Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted to be taken by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;

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 Holders pursuant to the provisions of this Indenture unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee (including by way of pre-funding) against the costs, expenses and liabilities that might be incurred thereby;

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;

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 Notes 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 by the security afforded to it by the terms of this Indenture, the Trustee may require from the Holders indemnity satisfactory to the Trustee against such expenses or liabilities as a condition to proceeding; the reasonable expenses of every such investigation shall be paid by the Company or, if paid by the Trustee or any predecessor trustee, shall be repaid by the Company upon demand. The Trustee, in its discretion, may make such further inquiry or investigation into such facts or manners as it may see fit, and if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney, at the expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation;

the Trustee may execute any of the trusts or powers hereunder or perform any 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 misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder;

under no circumstances shall the Trustee be responsible or liable for any special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit), irrespective of whether the Trustee had been advised of the likelihood of such loss or damage and regardless of the form of action;

the Trustee may refrain from taking any action in any jurisdiction if the taking of such action in that jurisdiction would, in its opinion based upon legal advice in the relevant jurisdiction, be contrary to any law of that jurisdiction. Furthermore, the Trustee may also refrain from taking such action if it would otherwise render it liable to any person in that jurisdiction or if, in its opinion based upon such legal advice, it would not have the power to do the relevant thing in that jurisdiction by virtue of any applicable law in that jurisdiction or if it is determined by any court or other competent authority in that jurisdiction that it does not have such power;

the rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder;

any action taken, or omitted to be taken, by the Trustee in good faith pursuant to the Indenture upon the request or authority or consent of any person who, at the time of making such request or giving such authority or consent, is the Holder of any Note shall be conclusive and binding upon future Holders of Notes and upon Notes executed and delivered in exchange therefor or in place thereof;

the Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder;

except as otherwise specifically provided herein, (i) all reference in this Indenture to the Trustee shall be deemed to refer to the Trustee in its capacity as Trustee and in, if applicable, it capacities as Registrar, Transfer Agent, Authenticating Agent and Paying Agent, (ii) every provision of this Indenture relating to the conduct or affecting the liability or offering protection, immunity or indemnity to the Trustee shall be deemed to apply with the same force and effect to the Registrar, the Transfer Agent, the Authenticating Agent, and the Paying Agent, and (iii) the obligations of the Trustee, the Registrar, the Transfer Agent, the Authenticating Agent, and the Paying Agent under this Indenture shall be several and not joint; and

(o) the Trustee shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Trustee (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility). 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 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 7.3. Trustee Not Responsible

- 1. the Trustee shall not be responsible for and makes no representation as to the validity or sufficiency of this Indenture, of any offering materials or of the Notes. The Trustee shall not be accountable for the use or application by the Company of any of the Notes or of the proceeds thereof;
- the Trustee is not responsible for any statement in the Notes other than its certificate of authentication, but then only to the extent that the Trustee executed the certificate of authentication;
- the Trustee shall not have any responsibility for the Company’s or any Holder’s compliance with any state or U.S. federal securities law (or other applicable securities laws) in connection with the Notes;
- notwithstanding anything herein to the contrary, the Trustee shall not be responsible to any Person for failing to request, require or receive any account statement pursuant to any Restructuring Document (or other security document) or for failing to check or comment upon the accuracy of such account statements and shall have no responsibility for the contents of any account statement prepared pursuant to any Restructuring Document (or other security document) and, for the avoidance of doubt, it is intended that the Trustee shall not check or comment on any such account statement;
- unless the Trustee receives prior written notice from the Company, the Trustee shall be entitled to assume, without any further inquiry, that the Company has duly performed all of its obligations in accordance with this Indenture and the Notes, including each of the Exhibits attached hereto. The Trustee shall not be obligated to supervise the performance of any of the parties to this Indenture and the Notes;
- notwithstanding anything herein to the contrary, the Trustee shall not be responsible for recitals, statements, warranties or representations of any party contained in this Indenture or any other agreement or other document, including the Restructuring Documents (or other security document), entered into in connection herewith or therewith and shall not be responsible for the execution, legality, effectiveness, adequacy, genuineness, validity or enforceability or admissibility in evidence of any such agreement or other document or any trust or security thereby constituted or evidenced, and the Trustee may accept without inquiry, requisition or objection such title as the Company may have to the property charged or assigned pursuant to the Restructuring Documents (or other security document) or any part thereof from time to time and shall not be bound to investigate or make any inquiry into the title of the Company to such property or any part thereof from time to time whether or not any default or failure is or was known to the Trustee or might be, or might have been, discovered upon examination, inquiry or investigation and whether or not capable of remedy. Notwithstanding the generality of the foregoing, each Holder shall be solely responsible for making its own independent appraisal of and investigation into the financial condition, creditworthiness, condition, affairs, status and nature of the Company, and the Trustee shall not at any time have any responsibility for the same and each Holder shall not rely on the Trustee in respect thereof;
- the Trustee shall not have any obligation to monitor, determine or inquire as to compliance with any of the covenants contained in Article III and Article IX of this Indenture;
- the Trustee has no obligation to monitor the financial performance of the Company; and
- the Trustee acts solely as Trustee for the Holders and not in its individual capacity and all persons, including without limitation the Holder of Notes and the Company having any claim against the Trustee arising from this Indenture shall look only to the funds and accounts held by the Trustee hereunder for payment. The Trustee shall not be responsible to make any calculation with respect to any matter under this Indenture. The Trustee shall have no duty to monitor or investigate the Company’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty, covenant or agreement of any Person, other than the Trustee, made in this Indenture.

No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts, receive or obtain any interest in property or exercise any interest in property, or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such acts or acts, to receive or obtain any such interest in property or to exercise any such right, power, duty or obligation.

SECTION 7.4. Trustee and Agents May Hold Notes; Collections, etc.

The Trustee or any agent of the Company or the Trustee, in its individual or any other capacity, may become the owner or pledgee of securities with the same rights it would have if it were not the Trustee or such agent and may otherwise deal with the Company and receive, collect, hold and retain collections from the Company with the same rights it would have if it were not the Trustee or such agent.

SECTION 7.5. Moneys Held By Trustee

. Subject to the provisions of Section 10.4 (Return of Moneys Held by Trustee and Paying Agent Unclaimed for Three Years) hereof, all moneys received by the Trustee shall, until used or applied as herein provided, be held in trust 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 the Company or the Trustee shall be under any liability for interest on or investment of any moneys received by it hereunder.

SECTION 7.6. Compensation and Indemnification of Trustee

. The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, (a) compensation as set forth in the letter agreement dated as of the date of this Indenture between the Company and the Trustee and (b) reimbursement of its reasonable and documented or invoiced 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.

The Company also covenants to indemnify and defend the Trustee (including its officers, directors, employees and agents) 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 hereunder, including the reasonable costs and expenses of defending itself 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 bad faith. The obligations of the Company 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 Notes, the termination of this Indenture, the resignation or removal of such Trustee and/or the satisfaction and discharge of this Indenture. The Trustee shall have, with respect to such indebtedness, a prior claim to that of the Holders on all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of the Notes. The Trustee shall notify the Company of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Company shall not relieve the Company of their indemnity obligations hereunder. The Company shall defend the claim and the indemnified party shall provide reasonable cooperation at the Company’s expense in the defense. Such indemnified party may have separate counsel and the Company, as applicable, shall pay the fees and expenses of such counsel; provided, however, that the Company shall not be required to pay such fees and expenses if it assumes such indemnified party’s defense and, in such indemnified party’s reasonable judgment, there is no conflict of interest.

The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including and not limited to costs of collection, and expenses of administration under any bankruptcy law, in addition to the compensation for its services. Such expenses shall include compensation and expenses, disbursement and advances of the Trustee’s agents, counsel, accountants and experts.

“Trustee” for purposes of this Section shall include any predecessor Trustee; provided, however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.

SECTION 7.7. 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 bad faith 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 bad faith 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. The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.

SECTION 7.8. Persons Eligible for Appointment as Trustee

1. . The Trustee shall at all times satisfy the requirements of TIA § 310(a). The Trustee shall have a combined capital and surplus of at least $150 million as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA § 310(b); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.

SECTION 7.9. Resignation and Removal; Appointment of Successor Trustee

. (a) Subject to Section 7.9(d), the Trustee, or any trustee or trustees hereafter appointed, may at any time resign with respect to the Notes by giving 30 days’ written notice of resignation to the Company and by giving notice thereof to the Holders as specified in Section 12.4 (Notices and Demands on Company, Trustee and Holders). If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 7.8 (Persons Eligible for Appointment as Trustee) hereof, it shall resign immediately in the manner and with the effect hereinafter specified in this Section 7.9. Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee or trustees with respect to the Notes by written instrument in duplicate, executed by authority of the Board of Directors, 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 Notes and have accepted appointment within 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 principal amount of the Notes 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.

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 7.8 (Persons Eligible for Appointment as Trustee) and shall fail to resign after written request therefor by or on behalf of the Company or by any Holder; or

(ii) the Trustee shall become incapable of acting with respect to the Notes, or shall be adjudged 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) the Company may, by a resolution of the Board of Directors, remove the Trustee with respect to the Notes 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 principal amount of the Notes may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee with respect to the Notes. 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.

The Holders of a majority in aggregate principal amount of the Notes at the time Outstanding may at any time remove the Trustee with respect to Notes and appoint a successor trustee by delivering to the Trustee so removed, to the successor trustee so appointed and to the Company the evidence provided for in Section 8.1 (Evidence of Action Taken by Holders) of the action in that regard taken by the Holders.

Any resignation or removal of the Trustee with respect to the Notes and any appointment of a successor trustee pursuant to any of the provisions of this Section 7.9 shall not become effective prior to acceptance of appointment by the successor trustee as provided in Section 7.10.

SECTION 7.10. Acceptance of Appointment by Successor Trustee

. Any successor trustee appointed as provided in Section 7.9 shall execute and deliver to the Company 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 Notes 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 Notes of its predecessor hereunder, with like effect as if originally named as trustee for the Notes hereunder; but, nevertheless, on the written request of the Company or of the successor trustee, upon payment of its charges then unpaid, the trustee ceasing to act shall, subject to Section 10.4 (Return of Moneys Held by Trustee and Paying Agent Unclaimed for Three Years), 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, the Company 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 claim upon all property or funds held or collected by such trustee to secure any amounts then due it pursuant to the provisions of Section 7.6.

Upon acceptance of appointment by any successor trustee as provided in this Section 7.10, the Company shall give, at its expense, notice thereof to the Holders as specified in Section 12.4 (Notices and Demands on Company, Trustee and Holders) (which notice shall include the successor Trustee´s Corporate Trust Office and the CNV). If the acceptance of appointment is substantially contemporaneous with the resignation, then the notice called for by the preceding sentence may be combined with the notice called for by Section 7.9. If the Company fails to give such notice within ten days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be given at the expense of the Company.

SECTION 7.11. Merger, Conversion, Consolidation or Succession to Business of Trustee

. Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder; provided that such corporation shall be eligible under the provisions of Section 7.8, 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.

In case at the time such successor to the Trustee shall succeed to the trust created by this Indenture any of the Notes 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 Notes so authenticated; and, in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes 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 Notes 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 Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

SECTION 7.12 Notice of Defaults

. If a Default occurs and is continuing and if it is actually known to the Trustee, the Trustee shall mail to Holders a notice of the Default within 90 days after it occurs. Except in the case of a Default in payment on any Note (including the failure to make a mandatory redemption pursuant hereto), the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Holders. The Trustee shall not be deemed to have knowledge of any non-compliance with this Indenture, a Default or Event of Default unless and until its Responsible Officer obtains written notification in accordance with Section 12.4 of such Default or Event of Default describing the circumstances of such non-compliance, and identifying the circumstances constituting such default or Event of Default from the Company or from Holders of not less than 25% in aggregate principal amount of outstanding Notes and such notice references the Notes and this Indenture. The Trustee shall not have an obligation to investigate whether any Default or Event of Default has occurred. In the absence of written notice of a Default or Event of Default, the Trustee may assume without any liability in connection with such assumption that there is no Default or Event of Default.

SECTION 7.13. Trustee’s Representative in Argentina

. As long as it is required by Argentine law, the Company will appoint a Local Registrar and a Local Transfer Agent in Argentina for the sole purpose of receiving notices from the Holders. Banco Comafi S.A. will initially act as Local Registrar and Local Transfer Agent in Argentina.

SECTION 7.14. Tax Payment and Tax Withholding Obligations. In order to comply with applicable tax laws, rules and regulations if a foreign financial institution, issuer, trustee, paying agent, holder or other institution is or has agreed to be subject to “Applicable Law” related to this Indenture, the Company agrees, upon written request by the Trustee, or the Paying Agent, to provide to the Trustee and the Paying Agent such requested information that the Company has in its possession about such parties and/or transactions (including any modification to the terms of such transactions) so they can determine whether they have any tax related obligations under Applicable Law.

I CONCERNING THE HOLDERS

SECTION 8.1 Evidence of Action Taken by Holders

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

SECTION 8.2. Proof of Execution of Instruments and of Holding of Notes; Record Date. The execution of any instrument by a Holder or his agent or proxy may be proved in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The holding of Notes shall be proved by the Register maintained pursuant to Section 2.4 (Registrar and Paying Agents) or by a certificate of the Trustee. The Company, 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 Notes entitled to vote or consent to any action referred to in Section 8.1 (Evidence of Action Taken by Holders), 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 60 days nor less than ten days prior to the proposed date of such vote or consent, and thereafter, notwithstanding any other provisions hereof, only Holders of Notes of record on such record date shall be entitled to so vote or give such consent or revoke such vote or consent.

SECTION 8.3 Holders to Be Treated as Owners

. The Company, the Trustee and any agent of the Company or the Trustee may deem and treat any Person in whose name any Note shall be registered upon the Register as the absolute owner of such Note (whether or not such Note 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 Note (including Additional Amounts) and for all other purposes; and none of the Company, the Trustee and any agent of the Company or the Trustee shall be affected by any notice to the contrary. All such payments so made to any such Person, or upon his 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 Note. Notwithstanding the foregoing, with respect to any Global Note, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by any depositary, as Holder of such Global Note, or impair, as between such depositary and owners of beneficial interests in such Global Note, the operation of customary practices governing the exercise of the rights of such depositary (or its nominee), as Holder of such Global Note.

SECTION 8.4. Notes Owned by Company Deemed Not Outstanding

. In determining whether the Holders of the requisite aggregate principal amount of Outstanding Notes have concurred in any request, consent or waiver under this Indenture, Notes that are owned by the Company with respect to which such determination is being made or by any Affiliate of the Company with respect to which such determination is being made shall be disregarded and deemed not to be 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 Notes that a Responsible Officer of the Trustee knows are so owned shall be so disregarded. Notes 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 Notes and that the pledgee is not the Company or any other obligor upon the Notes or any Affiliate of the Company or any other obligor on the Notes. 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, the Company shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all securities, if any, known by the Company 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 Notes not listed therein are Outstanding for the purpose of any such determination.

SECTION 8.5. Right of Revocation of Action Taken

. At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 8.1 (Evidence of Action Taken by Holders), of the taking of any action by the Holders of the percentage in aggregate principal amount of the Notes 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 Note the serial number of which is shown by the evidence to be included among the serial numbers of the Notes 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 Note. Except as aforesaid any such action taken by the Holder of any Note shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Note and of any Notes issued in exchange or substitution therefor, irrespective of whether or not any notation in regard thereto is made upon any such Note. Any action taken by the Holders of the percentage in aggregate principal amount of the Notes 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 the Company, the Trustee and the Holders of all the Notes affected by such action.

SECTION 8.6. Noteholders’ Meetings

. (a) A meeting of Holders of Notes may be called at any time and from time to time pursuant to Section 14 of the Negotiable Obligations Law and this Article to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by Holders of Notes.

Each of the Company (through the Board of Directors or the Oversight Committee of the Company) and the Trustee may at any time call a meeting of the Holders of Notes for the purpose of entering into a supplemental indenture as provided in Section 9.2 (Supplemental Indentures With Consent of Holders) or waiving a past default as provided in Section 6.8 (Waiver of Past Defaults). In addition, a meeting of the Holders of Notes of any series may be called by the Trustee or the Company (through the Board of Directors or the Oversight Committee of the Company) upon the request of the Holders of at least 5% in principal amount of the Outstanding Notes of a series, or by the Company (through the Board of Directors or the Oversight Committee of the Company) at its discretion, pursuant to the Negotiable Obligations Law. In the case of a request by Holders, the Company shall notify the Trustee in writing of such request. In the event the Board of Directors or the Oversight Committee of the Company 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 any Argentine competent authority or by a competent court. Except as otherwise directed by a competent authority or court, meetings will be held simultaneously in Buenos Aires and in New York City by any means of telecommunications which permits the participants to hear and speak to each other, and any such simultaneous meeting shall be deemed to constitute a single meeting for purposes of the quorum and voting percentages applicable to such meeting. If a meeting is being held pursuant to a request of Holders, the agenda for such meeting shall be that set forth in the request made by such Holders and such meeting shall be convened to be held within 40 days from the date such request is received by the Company and the Trustee. Notice of any meeting of Holders, setting forth the date, time and place of such meeting; the agenda therefor (which shall describe in general terms the action proposed to be taken at such meeting and the requirement for attendance), shall be given as specified in Section 12.4 (Notices and Demands on Company, Trustee and Holders), and shall be published on five different days, not less than 10 days nor more than 30 days prior to the date fixed for the meeting, in the Official Gazette of the Republic of Argentina (Boletín Oficial de la República Argentina) and in another widely circulated newspaper in the Republic of Argentina. To be entitled to vote at any meeting of Holders a Person shall be (i) a Holder of one or more Notes as of the relevant record date determined pursuant to Section 8.2 (Proof of Execution of Instruments and of Holding of Notes; Record Date) or (ii) a Person appointed by an instrument in writing as proxy by such a Holder of one or more Notes. The only Persons who shall be entitled to be present or to speak at any meeting of Holders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Company and its counsel. With respect to all matters not contemplated in this Indenture, meetings of Holders will be held in accordance with Argentine law.

Meetings of Holders may be ordinary (“Ordinary Meetings”) or extraordinary (“Extraordinary Meetings”). Amendments or supplements to this Indenture or to the Notes or waivers of any provision hereof or thereof approved at a meeting of Holders may only be approved at an Extraordinary Meeting. The Persons entitled to vote 60% (in the case of an Extraordinary Meeting) or a majority (in the case of an Ordinary Meeting) in aggregate principal amount of the Notes of a series at the time Outstanding shall constitute a quorum at any such meeting of Holders of Notes of that series. No business shall be transacted in the absence of a quorum, unless a quorum is present when the meeting is called to order. In the absence of a quorum within thirty minutes of the time appointed for any such meeting, the meeting may be adjourned for a period of not less than 10 days nor more than 30 days, as determined by the chairman of the meeting. Notice of the reconvening of any adjourned meeting shall be given as provided above and, in addition, published in the Official Gazette of the Republic of Argentina and in another widely circulated newspaper in the Republic of Argentina, except that such notice need be published only for three days not less than eight days prior to the date on which the meeting is scheduled to be reconvened. The Persons entitled to vote 30% in aggregate principal amount of the Notes of a series at the time Outstanding (in the case of an Extraordinary Meeting) or the Persons present at any reconvened adjourned meeting of the Holders of Notes of a series (in the case of an Ordinary Meeting) shall constitute a quorum at any such reconvened adjourned meeting. Notice of the reconvening of an adjourned meeting shall state expressly the aggregate principal amount of Notes of that series that shall constitute a quorum at said meeting.

Any Holder 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 Holder 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 Holders of a series duly held in accordance with this Section shall be binding on all the Holders of such series whether or not present or represented at the meeting.

The appointment of any proxy shall be proved by having the signature of the Person executing the proxy certified by any notary public, bank, trust company satisfactory to the 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 Oversight Committee, managers and other employees of the Company. The holding of Notes shall be proved by the Register maintained in accordance with Section 2.4 (Registrar and Paying Agents) or by a certificate or certificates of the Registrar; provided that the holding of a beneficial interest in a Global Note shall be proved by a certificate or certificates of DTC.

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, the Company may designate the chairman of the meeting. If the Company 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 Notes of the relevant series represented at the meeting, (ii) a representative of the CNV or (iii) a person appointed by a competent court. If the meeting is called by the CNV or by a competent court, 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 Notes of the relevant series represented at the meeting. At any meeting of Holders of any series, each Holder of such series or proxy shall be entitled to cast one vote for each U.S. dollar in principal amount of the Notes held by such holder or represented by such proxy. No vote shall be cast or counted at any meeting in respect of any Note 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.

The vote upon any resolution submitted to any meeting of Holders shall be by written ballot on which shall be subscribed the signatures of the Holders or proxies and on which shall be inscribed the serial number or numbers of the Notes held or represented by them. The chairman of the meeting may 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 Holders 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 the Company 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.

In accordance with the IMPSA Equity Trust Agreement, the Equity Trustee shall send to the Trustee any written Corporate Action Instruction Request or Trust Matter Instruction Request (each, as defined in the IMPSA Equity Trust) in respect of which the Holders of Notes are required to (or have a right to) vote or otherwise provide instructions to the Equity Trustee (each, an “Action Subject to Consent”). The Trustee shall send the relevant requests for instructions to all Holders, within the term and as set forth in Section 5.1. Holders of each Series of Notes shall provide their votes by written notice to the Trustee within the term and as set forth in the IMPSA Equity Trust. The relevant Action Subject to Consent shall be deemed (i) approved if Holders representing 25% or more of the principal amount of the relevant Series vote in favor of the Action Subject to Consent (unless opposed in writing by a higher percentage of Holders as and within the term set forth in the IMPSA Equity Trust Agreement) and (ii) rejected if Holders representing 25% or more of the principal amount of the relevant Series vote against the Action Subject to Consent (unless approved in writing by a higher percentage of Holders as and within the term set forth in the IMPSA Equity Trust Agreement). The Trustee shall notify the Equity Trustee, in writing and within the term set forth in the IMPSA Equity Trust Agreement, whether the Action Subject to Consent has been approved or rejected by the Holders of each relevant Series. For the avoidance of doubt, all Actions Subject to Consent shall be deemed as unanimously approved by all Holders of each Series in which the majority set forth above for its approval has been obtained and unanimously rejected by all Holders of each Series in which the majority set forth above for its rejection has been obtained. In case none of the majorities set forth above are reached within a particular Series of Notes, the Trustee shall notify the Equity Trustee, in writing and within the term set forth in the IMPSA Equity Trust Agreement, that the Holders of such Series of Notes have abstained from voting.

ARTICLE IX SUPPLEMENTAL INDENTURES

SECTION 9.1 Amendments or Supplemental Indentures Without Consent of Holders

. The Company and the Trustee may from time to time and at any time amend the Indenture or the Notes, enter into an indenture or indentures supplemental hereto for one or more of the following purposes:

adding to the covenants of the Company, such further covenants, restrictions, conditions or provisions as are for the benefit of the holders of the Notes;

surrendering any right or power conferred upon the Company;

securing the Notes pursuant to the requirements thereof or otherwise;

evidencing the succession of another corporation to the Company and the assumption by any such successor of the covenants and obligations of the Company in the Notes and in this Indenture;

establishing the form or terms of Notes of any new series;

complying with any legal requirement of the CNV in order to effect and maintain the qualification of this Indenture;

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

correcting or supplementing any ambiguous, inconsistent or defective provision contained in this Indenture or in the Notes which does not adversely affect the interest of any holder of Notes in any material respect; or

making any modification, or granting any waiver or authorization of any breach or proposed breach of any of the terms and conditions of the Notes or any other provisions of this Indenture in any manner which does not adversely affect the interest of any holders of Notes in any material respect.

The Trustee is hereby authorized to join with the Company in the execution of any such amendments or 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 amendment or supplemental indenture that adversely affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Any amendment or supplemental indenture authorized by the provisions of this Section may be executed without the consent of the Holders of any of the Notes at the time Outstanding, notwithstanding any of the provisions of Section 9.2.

Promptly after the execution by the Company and the Trustee of any amendment or supplemental indenture pursuant to the provisions of this Section, the Company at its expense shall give notice thereof to the Holders as specified in Section 12.4 (Notices and Demands on Company, Trustee and Holders) and to the CNV, setting forth in general terms the substance of such amendment or supplemental indenture. If the Company shall fail to give such notice to the Holders within 15 days after the execution of such amendment or 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 12.4 (Notices and Demands on Company, Trustee and Holders) at the expense of the Company. Any failure of the Company or the Trustee to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment or supplemental indenture.

SECTION 9.2 Amendment or Supplemental Indentures With Consent of Holders

. Without limiting the provisions of Section 9.1, the Company and the Trustee may, from time to time and at any time, amend this Indenture or the Notes, 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 Notes or of any supplemental indenture or of modifying in any manner the rights of the Holders of the Notes, with the affirmative vote, at an Extraordinary Meeting of Holders or an adjourned Extraordinary Meeting duly convened at which a quorum is present as provided in Section 8.6 (Noteholders’ Meetings), of the lesser of (x) a majority in aggregate principal amount of the Notes then Outstanding of all series affected by such amendment or supplemental indenture and (y) 66 2/3% in aggregate principal amount of the Notes then Outstanding of all series affected by such amendment or supplemental indenture represented and voting at such meeting; provided that no such amendment or supplemental indenture shall, without the unanimous consent of the Holders of all Notes of a series affected thereby, (a) change the due date for the payment of principal of, premium, if any, or any installment of interest on any such Note, (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 Note, (c) change the obligation of the Company to pay Additional Amounts on any such Note, (d) shorten the period during which the Company is not permitted to redeem any such Note, or permit the Company to redeem any such Note if, prior to such action, the Company is not permitted to do so, (e) amend the circumstances under which the Notes of such series may be redeemed, (f) change the currency in which or the required places at which any such Note or the premium or interest thereon is payable, (g) impair the right to institute suit for the enforcement of any payment on or in respect of any such Note, or the right of repayment at the option of the Holder, (h) reduce the percentage of aggregate principal amount of such Notes necessary to modify, amend or supplement this Indenture or such Notes, or for waiver of compliance with certain provisions thereof or for waiver of certain defaults, (i) reduce the percentage of aggregate principal amount of Outstanding Notes required for the adoption of a resolution or the quorum required at any meeting of holders of such Notes at which a resolution is adopted or modify the majorities required under Section 8.6(f) or any other matter related to the Trusts, (j) modify any provisions hereunder relating to meetings of Holders of such notes, modifications or waivers as described above, except to increase any such percentage or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each Note adversely affected thereby, (k) waive or amend the provisions in the Indenture requiring that the Notes rank at least pari passu with all other insecured debt, other than indebtedness ranking senior thereto by statue or operation of law, or (l) change the governing law.

Upon the request of the Company and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid and other documents, if any, required by Section 8.1 (Evidence of Action Taken by Holders), the Trustee shall join with the Company in the execution of such amendment or supplemental indenture unless such amendment or 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 amendment or supplemental indenture.

It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment or supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof.

Promptly after the execution by the Company and the Trustee of any amendment or supplemental indenture pursuant to the provisions of this Section, the Company at its expense shall give notice thereof to the Holders as provided in Section 12.4 (Notices and Demands on Company, Trustee and Holders) and to the CNV, setting forth in general terms the substance of such amendment or supplemental indenture. If the Company shall fail to give such notice to the Holders within 15 days after the execution of such amendment or 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 12.4 (Notices and Demands on Company, Trustee and Holders) at the expense of the Company. Any failure of the Company or the Trustee to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment or supplemental indenture.

SECTION 9.3. Effect of Amendments or Supplemental Indenture

. Upon the execution of any amendment or supplemental indenture pursuant to the provisions hereof, this Indenture and the Notes 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 of the Trustee, the Company and the Holders of Notes 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 amendment or 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 9.4. Documents to Be Given to Trustee

. The Trustee shall be entitled to receive such Officers’ Certificates, Opinions of Counsel and copies of resolutions of the Board of Directors as it shall deem necessary or advisable as conclusive evidence that any amendment or supplemental indenture executed pursuant to this Article has been duly authorized by the Company and otherwise complies with the applicable provisions of this Indenture and is a valid and binding obligation of the Company enforceable in accordance with its terms.

SECTION 9.5. Notation on Notes in Respect of Amendment or Supplemental Indentures

. Notes authenticated and delivered after the execution of any amendment or supplemental indenture pursuant to the provisions of this Article may bear a notation in form and manner approved by the Trustee as to any matter provided for by such amendment or supplemental indenture or as to any action taken at any such meeting. If the Company or the Trustee shall so determine, new Notes modified so as to conform, in the opinion of the Trustee, to any modification of this Indenture contained in any such amendment or supplemental indenture may be prepared by the Company at its expense, authenticated by the Trustee and delivered in exchange for the Notes then Outstanding.

SECTION 9.6 Conformity with Negotiable Obligations Law

. Every amendment or supplemental indenture executed pursuant to this Article shall conform to the requirements of the Negotiable Obligations Law as then in effect.

ARTICLE X SATISFACTION AND DISCHARGE OF INDENTURE;

UNCLAIMED MONEYS

SECTION 10.1. Satisfaction and Discharge of Indenture

. If at any time (a) the Company shall have paid or caused to be paid the principal of and interest on all the Notes (including Additional Amounts) Outstanding hereunder (other than Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.11 (Mutilated, Destroyed, Lost or Stolen Notes)) as and when the same shall have become due and payable, or (b) the Company shall have delivered to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes that shall have been destroyed, lost or stolen and that shall have been replaced or paid as provided in Section 2.11 (Mutilated, Destroyed, Lost or Stolen Notes)) or (c) (i) all the Notes 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 year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and (ii) the Company 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 the Company in accordance with Section 10.3 (Repayment of Moneys Held by Paying Agent) or 11.4 (Conditions to Total Defeasance and Partial Defeasance)) sufficient to pay at maturity or upon redemption all Notes (other than any Notes that shall have been destroyed, lost or stolen and that shall have been replaced or paid as provided in Section 2.11 (Mutilated, Destroyed, Lost or Stolen Notes)) 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, the Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to the Notes, then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer, exchange and replacement of Notes, and the Company’s right of optional redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (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, obligations and immunities of the Trustee hereunder and (v) the rights of the Holders as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them), and the Trustee, on demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture; provided that the rights of Holders of the Notes to receive amounts in respect of principal of and interest on the Notes held by them shall not be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the Notes are listed. The Company agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly incurred (including reasonable fees 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 Notes.

SECTION 10.2. Application by Trustee of Funds Deposited for Payment of Notes

. Subject to Section 10.4 (Return of Moneys Held by Trustee and Paying Agent Unclaimed for Three Years), all moneys deposited with the Trustee pursuant to Section 10.1 (Satisfaction and Discharge of Indenture) shall be held in trust and applied by it to the payment, either directly or through any Paying Agent (including the Company acting as its own paying agent), to the Holders of the particular Notes 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 Notes, all moneys then held by any Paying Agent under the provisions of this Indenture with respect to the Notes shall, upon demand of the Company, 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 Three 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 Note (including Additional Amounts) and not applied but remaining unclaimed for three 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 the Company by the Trustee or such Paying Agent, and the Holder of such Note shall, unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property laws, thereafter look only to the Company 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 DEFEASANCE

SECTION 11.1 The Company’s Option to Effect Total Defeasance or Partial Defeasance

. The Company may at its option, by written notice executed by Authorized Persons of the Company delivered to the Trustee, elect to have either Section 11.2 hereof or Section 11.3 hereof applied to any series of Notes, or to any portion of such series, as the case may be, unless otherwise designated pursuant to the terms of such Notes, in each case upon compliance with the conditions set forth below in this Article XI; provided, however, that Section 11.3 shall only apply to Notes of a series that are denominated in U.S. dollars and have a fixed rate of interest.

SECTION 11.2 Total Defeasance

. If the Company shall exercise the option provided in Section 11.1 hereof to have this Section 11.2 apply with respect to any series of Notes, or any portion thereof, as the case may be, the Company shall be deemed to have been discharged from its obligations with respect to such Notes on the date the conditions set forth below are satisfied with respect to such Notes (hereinafter, “total defeasance”). For this purpose, total defeasance means (except as otherwise may be provided pursuant to the terms of the Notes) that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Notes and to have satisfied all its other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Company and the Trustee, upon the request of the Company, 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 Notes to receive, solely from the trust fund described in Section 11.4 hereof and as more fully set forth in such Section, payments in respect of the principal of and interest on such Notes when such payments are due, (ii) the Company’s obligations under Sections 2.11 (Mutilated, Destroyed, Lost or Stolen Notes), 3.19 (Additional Amounts) and 12.7 (Governing Law; Consent to Jurisdiction; Waiver of Immunity) hereof; (iii) any other provisions specified pursuant to the terms of the Notes; and (iv) the provisions of Section 1.3 (Agents), Article VII and this Article XI. Subject to compliance with this Article XI, the Company may exercise its option under Section 11.1 to have this Section 11.2 apply to any Notes notwithstanding the prior exercise of its option under Section 11.1 hereof to have Section 11.3 hereof apply to such Notes.

SECTION 11.3. Partial Defeasance

. Upon the Company’s exercise of the option provided in Section 11.1 hereof to have this Section 11.3 applied to all the Outstanding Notes 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 Notes: (i) the Company shall be released from its obligations under [Sections 3.3 (Property); 3.5 (Auditors), 3.6 (Maintenance of Authorizations); 3.7 (Conditions of Business; Compliance with Applicable Law); 3.10 (Corporate Governance); 3.11 (Fundamental Changes); 3.12 (Limitation on Assets Dispositions); 3.13 (Related Party Transactions); 3.14 (Scope of Business); 3.15 (Accounting Changes); 3.16 (Maintenance of Insurance); 6.1(o)(Restricted Payments); 6.1(p)(Permitted Indebtedness); and 6.1(q)(Liens)] hereof and (ii) the occurrence of any event with respect to such Notes specified in Section 6.1(e) hereof shall not be deemed an Event of Default (but only insofar as such event relates to the obligations under [Sections 3.3 (Property); 3.5 (Auditors), 3.6 (Maintenance of Authorizations); 3.7 (Conditions of Business; Compliance with Applicable Law); 3.10 (Corporate Governance); 3.11 (Fundamental Changes); 3.12 (Limitation on Assets Dispositions); 3.13 (Related Party Transactions); 3.14 (Scope of Business); 3.15 (Accounting Changes); 3.16 (Maintenance of Insurance); 6.1(o)(Restricted Payments); 6.1(p)(Permitted Indebtedness); and 6.1(q)(Liens)] hereof from which the Company has been expressly released pursuant to Section 11.4(i) hereof), 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 the Company 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 elsewhere herein or in the Notes to any such paragraph or by reason of any reference in any such paragraph to any other provision herein or in the Notes or in any other document, but the remainder of the Company’s obligations shall be unaffected thereby.

SECTION 11.4. Conditions to Total Defeasance and Partial Defeasance

. The following shall be the conditions to application of either Section 11.2 hereof or Section 11.3 hereof to any Notes:

(a) the Company 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 Notes, (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 Notes 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 Notes. 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 company 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.

the Company shall have delivered to the Trustee a certificate from a nationally recognized firm of U.S. independent certified public accountants 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 Notes to maturity or redemption, as the case may be.

In the case of an election to have Section 11.2 hereof apply to such Securities, the Company shall have delivered to the Defeasance Trustee opinions of (A) independent U.S. counsel stating that (x) the Company 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 Note 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 to the effect that the holders of such Notes 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.

In the case of an election to have Section 11.3 hereof apply to such Notes, the Company shall have delivered to the Defeasance Trustee opinions of independent U.S. and Argentine counsel to the effect that the holders of such Notes 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. and 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.

The Company shall have delivered to the Defeasance Trustee an Opinion of Counsel to the effect that payment of amounts deposited in trust with the Trustee as provided in clause (i) hereof 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 (i) hereof.

No Event of Default under such Notes 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).

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

The Company shall have delivered to the Trustee and the Defeasance Trustee a certificate of Authorized Persons and an opinion of counsel stating that all conditions precedent relating to either the total defeasance under Section 11.2 hereof or the partial defeasance under Section 11.3 hereof, as the case may be, have been complied with.

the Company 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 121 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 Bankruptcy Code, after one year following the deposit), the trust funds will not be subject to the effect of Section 547 of the Bankruptcy Law or Section 15 of the New York Debtor and Creditor Law in a case commenced by or against the Company under either such statute, and either (A) the trust funds will no longer remain the property of the Company (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 the Company, 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 Bankruptcy Law on interest on the trust funds accruing after the commencement of a case under such statute.

The Company shall have delivered to the Trustee a certificate signed by an Authorized Person to the effect that such Notes, if then listed on any securities exchange, will not be delisted by such exchange as a result of such deposit.

The Company shall have paid the Trustee all amounts outstanding to the Trustee (which may include the reasonable fees and expenses of counsel) in connection with defeasance or otherwise.

Notwithstanding anything herein to the contrary any partial defeasance shall comply in all respects with DTC Procedures relating to such partial defeasance.

SECTION 11.5. 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 hereof in respect of any Notes shall be held in trust and applied by the Defeasance Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent as the Defeasance Trustee may determine, to the holders of such Notes, 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 or any premium or interest on any such Note and remaining unclaimed for three years after such principal, premium or interest has become due and payable shall be paid to the Company; and the holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Defeasance Trustee with respect to such trust money shall thereupon cease.

The Company 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 the Company pursuant to Section 11.4 hereof or the principal, premium and interest received in respect thereof, other than any such tax, fee or other charge which by law is for the account of the holders of the Outstanding Notes.

Anything in this Article XI to the contrary notwithstanding, the Defeasance Trustee shall deliver or pay to the Company from time to time upon the request of the Company any money or U.S. Government Obligations held by it on behalf of the Company as provided in Section 11.4 hereof which, in the opinion of a nationally recognized firm of U.S. independent certified public accountants 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 11.6 Reinstatement

. If the Defeasance Trustee is unable to apply any money in accordance with Section 11.2 or 11.3 hereof 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 the Company under this Indenture and the Notes 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 hereof; provided, however, that if the Company makes any payment of principal of or any premium or interest on any such Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the holder of such Note 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 the Company.

ARTICLE XII MISCELLANEOUS

SECTION 12.1. Incorporators, Stockholders, Officers and Directors of Company Exempt from Individual Liability

. Notwithstanding the provisions of Article 34 of the Negotiable Obligations Law, no recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any Note, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such, or against any past, present or future stockholder, officer or director, as such, of the Company or of any successor, including, without limitation, the Original Shareholders, either directly or through the Company 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 Notes by the Holders thereof and as part of the consideration for the issue of the Notes.

SECTION 12.2 Provisions of Indenture for the Sole Benefit of Parties and Holders

. Nothing in this Indenture or in the Notes, 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 Notes, 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 Notes; provided that under Section 34 of the Negotiable Obligations Law, the Directors and members of the Oversight Committee shall be jointly and severally liable for damages to the Holders arising from any violation of the Negotiable Obligations Law.

SECTION 12.3 Successors and Assigns of Company Bound by Indenture

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

SECTION 12.4 Notices and Demands on Company, Trustee and Holders

. 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 Notes to or on the Company may be given or served by facsimile transmission by being sent by courier (except as otherwise specifically provided herein) addressed (until another address of the Company is filed by the Company with the Trustee) to IMPSA S.A. (formerly, Industrias Metalúrgicas Pescarmona S.A.I.C. y F.), Carril Rodriguez Peña 2451, Godoy Cruz, Mendoza, Telephone: (0261) 413-1300, Fax (0261) 413-1301, Attention: Daniel Rivera. Any notice, direction, request or demand by the Company or any Holder to or upon the Trustee shall be in writing in the English language, deemed to have been sufficiently given or made, for all purposes, upon actual receipt and if given or made at:

Deutsche Bank Trust Company Americas

Trust and Agency Services

60 Wall Street, 16th Floor

Mail Stop: NYC60-1630

New York, New York 10005

USA

Attn: Corporates Team, Industrias Metalúrgicas Pescarmona S.A.I.C. y F.

Facsimile: (732) 578-4635

With a copy to:

Deutsche Bank Trust Company Americas

c/o Deutsche Bank National Trust Company

Trust and Agency Services

100 Plaza One – 8th Floor

Mail Stop: JCY03-0801

Jersey City, NJ 07311-3901

USA

Attn: Corporates Team, Industrias Metalúrgicas Pescarmona S.A.I.C. y F.

Facsimile: (732) 578-4635

Any notice, request or demand by the Company or any Holder to or upon the representative of the Trustee in Argentina shall be deemed to have been sufficiently given or made, for all purposes, if made at [__________].

All notices regarding the Notes will be deemed to have been duly given to the holders of the Notes (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 Business Day after the date of such mailing, (ii) for so long as such Securities are listed and traded on the Bolsas y Mercados Argentinos S.A. and authorized for trading in the Mercado Abierto Electrónico S.A., upon publication in Buenos Aires in the Bulletin of the Bolsa de Comercio de Buenos Aires (through the delegation of power granted by Bolsas y Mercados Argentinos S.A.), the Mercado Abierto Electrónico S.A. and in a widely circulated newspaper in Argentina, and (iii) for so long as such Notes are listed on the Luxembourg Stock Exchange upon publication in a leading newspaper of general circulation in Luxembourg. It is expected that notices in Luxembourg will be published in the Luxemburger Wort, and notices in Buenos Aires will be published in La Nación. 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 Notes, notices shall be sent to DTC or its nominees (or any successors), as the holder thereof, and DTC will communicate such notices to its participants in accordance with its standard procedures.

In addition, the Company shall be required to cause all such other publications of such notices as may be required from time to time by applicable law of the Republic of Argentina.

Any aforementioned notice (a) if sent by courier 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, when such facsimile is transmitted to the telephone number specified in this paragraph and telephone confirmation of receipt thereof is received, (c) if given by telex, when such telex is transmitted to the telex number specified in this paragraph and telephonic confirmation of receipt thereof is received or (d) if given by publication, or by mail, 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 Notes, the Company agrees to give the Trustee the English text of any notice that the Company is required to provide to the Holders pursuant hereto and to the Notes, at least 10 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 the Company and Holders 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 12.5 Officers’ Certificates and Opinions of Counsel; Statements to Be Contained Therein

. Upon any application or demand by or on behalf of the Company to the Trustee to take any action under any of the provisions of this Indenture, the Company 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.

Any certificate, statement or opinion of an officer of the Company 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, or in the exercise of reasonable care should know that the same 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 the Company, upon the certificate, statement or opinion of or representations by an officer of officers of the Company, 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, or in the exercise of reasonable care should know that the same are erroneous.

Any certificate, statement or opinion of an officer of the Company 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 the Company, 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, or in the exercise of reasonable care should know that the same are erroneous.

Upon any request or application by the Issuer to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: (a) An Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth herein) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and (b) Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth herein) stating that, in the opinion of such counsel, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied.

Each Officer’s Certificate or Opinion of Counsel with respect to compliance with a condition or covenant provided for in this Indenture must include: (i) a statement that the person making such certificate or opinion has read such covenant or condition; (ii) 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; (iii) a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or conditions has been satisfied; and (iv) a statement of whether or not, in the opinion of such person, such condition or covenant has been satisfied.

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 Holder 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 Notes as may be satisfactory to the Trustee, copies of all financial statements and certificates delivered to the Trustee by the Company pursuant to this Indenture or the Notes; provided that the Trustee shall have no liability with respect to any information contained therein or omitted therefrom.

SECTION 12.6. Payments Due on Non-Business Days

. Unless otherwise set forth in the terms of the Notes, if the Stated Maturity of such Notes or the date fixed for redemption or repayment of such Notes shall not be a Business Day in the relevant locations specified in the terms of such Notes and the place of payment, then payments of interest or principal in respect of such Notes 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 Notes, if any date on which a payment of interest is due on such Notes shall not be a Business Day in the relevant locations specified in the terms of such Notes and the place of payment, then such payment of interest in respect of such Notes 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.

SECTION 12.7 Governing Law; Consent to Jurisdiction; Waiver of Immunity

- 1. .

(a) This Indenture and the Notes shall be governed by, and construed in accordance with, the law of the State of New York; provided, however, that all matters relating to the due authorization, execution, issuance and delivery of the Notes by the Company, the approval thereof by the CNV for their offering to the public in Argentina and matters relating to the legal requirements necessary in order for the Notes to qualify as “obligaciones negociables no convertibles en acciones” under Argentine law, shall be governed by the Negotiable Obligations Law, together with Argentine General Companies Law No. 19,550, as amended and other applicable Argentine laws and regulations.

The Company hereby irrevocably submits to the 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 Buenos Aires, including the ordinary courts for commercial matters and the Bolsa de Comercio de Buenos Aires Arbitral Tribunal (through the delegation of power granted by Bolsas y Mercados Argentinos S.A.) or any other arbitral body that may replace it in the future, and any competent court in the place of our corporate domicile for purposes of any action or proceeding arising out of or related hereof or the Notes. The Company 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. The Company 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, however, that service of process is effected upon such person in the manner specified herein.

The Company 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. The Company, 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.

The Company 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, 1111 Eight Avenue, New York, New York 10011 (the “Process Agent”), and the Company 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. The Company agrees to maintain at all times an agent with offices in New York to act as its Process Agent. Nothing herein shall in any way be deemed to limit the ability to serve any such writs, process or summonses in any other manner permitted by applicable law.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING RELATING TO THIS INDENTURE OR ANY OTHER RELATED DOCUMENT TO WHICH THE COMPANY IS A PARTY OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

SECTION 12.8 Waiver, Releases and Dismissal of Litigation. (a) In addition to the effects of the approval of the APEs by the competent court on all the Existing Debt, but without prejudice the Reinstatement of Rights, the subscription and/or receipt of the Notes by any Holder will have the effect of a dismissal and satisfaction of judgment in respect of any claim or suit filed by any such Holder (or any assignors of such Holder) in respect of the Original Notes. Each of the Holders agrees to execute, deliver, file, register and carry out any other actions required to perfect, enforce or consummate the mutual releases provided herein as reasonably requested by the Company.

(b) On the Issue Date, without prejudice to the Reinstatement of Rights, each Holder, upon delivery of the Notes, will be deemed to fully and finally, unconditionally and forever, knowingly and voluntarily, and irrevocably release, remise, acquit, waive, and discharge IMPSA and Venti, including any parent entities, shareholders, subsidiaries, affiliates, predecessors, successors and assigns, and present and former directors, officers and employees of each of them, for and from any and all liabilities, judgments, costs, and attorneys’ fees arising (i) from any claims adjudged by any court in connection with the Original Notes, and (ii) from any other claim, suit, cause of action, or proceeding, whether based on contractual liability, torts, equity, or otherwise, arising under the Original Notes and the Venti Guarantee.

(c) For the avoidance of doubt, nothing herein shall be deemed to operate as a release or waiver of any claims, liabilities, judgments, costs or attorneys’ fees arising from the Reinstatement of Rights, subject to the terms hereof.

SECTION 12.9 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 12.10 Patriot Act. In order to comply with the laws, rules, regulations, and executive orders in effect from time to time applicable to banking institutions, including, without limitation, those relating to the funding of terrorist activities and money laundering, including Section 326 of the USA PATRIOT Act of the United States (“Applicable AML Law”), the Trustee and Agents are required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Trustee and Agents. Accordingly, each of the parties agree to provide to the Trustee and Agents, upon their request from time to time such identifying information and documentation as may be available for such party in order to enable the Trustee and Agents to comply with Applicable AML Law.

SECTION 12.11 Effect of Headings

. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of [●], 2018.

IMPSA S.A. (formerly, INDUSTRIAS METALURGICAS PESCARMONA S.A.I.C y F.)

By By

Name: Name:

Title: Title:

Deutsche Bank Trust Company Americas

By: Deutsche Bank National Trust Company, as Trustee, Registrar, Paying Agent, and Transfer Agent

By By

Name: Name:

Title: Title:

Banco Comafi S.A., as Local Registrar, Paying Agent, and Transfer Agent

By By

Name: Name:

Title: Title:

EXHIBIT A

FORM OF NOTE

[Include the following legend for Global Notes only:

“THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND 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 INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.”]

[Include the following legend on all Notes that are Rule 144A Global Notes:

THE NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO THE ISSUER, (2) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR RESALES OF THIS NOTE OR THE GUARANTEES.

EACH TRANSFEREE OF THIS NOTE WILL BE DEEMED TO REPRESENT EITHER (1) THAT IT IS NOT, AND IS NOT ACTING ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR ANY OTHER FEDERAL, STATE, LOCAL, OR FOREIGN LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA AND THE CODE (“SIMILAR LAW”) OR (2) THAT ITS PURCHASE, HOLDING AND DISPOSITION OF THIS NOTE DOES NOT AND WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, OR RESULT IN A VIOLATION OF SIMILAR LAW.]

[Include the following legend on all Notes that are Regulation S Global Notes:

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT (A) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT.

* This legend (other than paragraphs 1 and 2) shall be deemed removed from the face of this Note without further action of the Issuer, the Trustee, or the holders of this Note at such time as the Issuer instructs the Trustee to remove such legend pursuant to Section 2.10(f) of the Indenture. In addition, this legend (other than paragraphs 1 and 2) shall be deemed removed from the face of this Note upon the earlier of a transfer of the Note under Rule 144 (or any successor provision) or pursuant to a registration statement that has become effective under the Securities Act.

FORM OF FACE OF DISCOUNT SENIOR NOTE DUE 2025

No. [___] Principal Amount US$[●]

[If the Note is a Global Note include the following two lines:

as revised by the Schedule of Increases and
Decreases in Global Note attached hereto]


CUSIP NO.	For a Regulation S Global Note:		[_]
	For a Rule 144A Global Note:		[_]
ISIN NO.	For a Regulation S Global Note:	[_]
	For a Rule 144A Global Note:	[_]
Common Codes	For a Regulation S Global Note:	[_]
	For a Rule 144A Global Note:	[_]

IMPSA S.A. (formerly, INDUSTRIAS METALURGICAS PESCARMONA S.A.I.C. y F.), a sociedad anónima industrial, comercial y financiera organized under the laws of Argentina (the “Issuer” as further defined in the Indenture referred to herein), promises to pay to [_], or registered assigns, the principal sum of [_] U.S. Dollars [If the Note is a Global Note, add the following: as revised by the Schedule of Increases and Decreases in Global Note attached hereto,] as follows:


Date	Principal
December 30, 2020	12.5%
December 30, 2021	12.5%
December 30, 2022	12.5%
December 30, 2023	12.5%
December 30, 2024	12.5%
December 30, 2025	37.5%

Interest Payment Dates: June 30 and December 30

Record Dates: June 15 and December 15

* At such time as the Issuer notifies the Trustee to remove the Private Placement Legend pursuant to Section 2.10(f) of the Indenture, the CUSIP number for this Note shall be deemed to be CUSIP No. and the ISIN number for this Note shall be deemed to be ISIN No.

Additional provisions of this Note are set forth on the other side of this Note.

IMPSA S.A. (formerly, INDUSTRIAS METALURGICAS PESCARMONA S.A.I.C. y F.)

By: _______________________________

Name:

Title:

By: _______________________________

Name:

Title:

TRUSTEE’S CERTIFICATE OF
AUTHENTICATION

[_] as Trustee, certifies that this is one of
the Discount Senior Notes referred to in the Indenture.

By: ___________________________
Authorized Signatory Date: ___________________

ASSIGNMENT FORM

To assign this Note, fill in the form below:

I or we assign and transfer this Note to

(Print or type assignee’s name, address and zip code)

(Insert assignee’s Social Security or Tax I.D. Number)

and irrevocably appoint ___________ as agent to transfer this Note on the books of the Registrar with full power of substitution in the premises.

Date:____________________ Your Signature:___________________

Signature Guarantee:______________________________
(Signature must be guaranteed)

Sign exactly as your name appears on the other side of this Note.

The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15.

FORM OF REVERSE SIDE OF DISCOUNT SENIOR NOTE DUE 2025

Principal

The Issuer, and its successors and assigns under the Indenture hereinafter referred to, promises to pay the principal amount of this Note as follows:


Date	Principal
December 30, 2020	12.5%
December 30, 2021	12.5%
December 30, 2022	12.5%
December 30, 2023	12.5%
December 30, 2024	12.5%
December 30, 2025	37.5%

Interest

The Issuer, and its successors and assigns under the Indenture hereinafter referred to, promises to pay interest on the principal amount of this Note at the following rates:

(a) 7.50% per annum at all times until (but not including) December 30, 2019;

(b) 8.50% per annum from (and including) December 30, 2019 to (but not including) December 30, 2022; and

The Issuer will pay interest semi-annually in arrears on each Interest Payment Date of each year, commencing on December 30, 2019.

Interest on the Notes will accrue from September 30, 2015 (the “Cut-Off Date”) and shall be capitalized semi-annually and on the Issue Date.

Thereafter, Interest on the Notes will accrue from the most recent date to which interest has been paid on the Notes or, if no interest has been paid. The Issuer shall pay interest on overdue principal (plus interest on such interest to the extent lawful) at the rate per annum of 2% to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

The Issuer shall pay interest on overdue principal and, to the extent such payments are lawful, interest on overdue installments of interest (“Defaulted Interest”), without regard to any applicable grace periods at the rate shown on this Note, as provided in the Indenture.

All payments of principal, premium or interest by the Issuer in respect of the Notes shall be made without deduction or withholding for or on account of any Taxes and other liabilities of whatsoever nature (other than any Taxes imposed on or measured by net income) imposed on or in connection with the payment of any obligation under the Notes by any Authority of Argentina or any Authority of any other jurisdiction from or through which any such payment is made (“Transaction Taxes”), unless the Issuer is compelled by law to so deduct or withhold. In that event, the Issuer will pay to each Holder of the Notes Additional Amounts to the extent required by Section 3.18 of the Indenture subject to the limitations set forth in the Indenture.

Method of Payment

Interest (and principal, if any, payable other than at the Stated Maturity of the Notes or upon acceleration or redemption) will be payable in immediately available funds to the person in whose name a Note is registered at the close of business on the Record Date next preceding each Interest Payment Date notwithstanding the cancellation of such Notes upon any transfer or exchange thereof subsequent to such Record Date and prior to such Interest Payment Date; provided that interest payable at Stated Maturity or upon acceleration or redemption will be payable to the person to whom principal will be payable.

Payment of the principal of and any premium, interest, Additional Amounts and other amounts on or in respect of any Certificated Note at Stated Maturity or upon redemption or acceleration will be made in immediately available funds to the person in whose name such Note is registered upon surrender of such Note at the Corporate Trust Office of the Trustee in the Borough of Manhattan, New York City, or at the specified office of any other Paying Agent.

Payments of principal and interest on the Global Notes will be made to DTC or its nominee, as the case may be, as registered holder thereof. It is expected that such registered holder of Global Notes will receive the funds for distribution to the holders of beneficial interests in the Global Notes. Neither the Issuer nor the Trustee shall have any responsibility or liability for any of the records of, or payments made by, DTC or its nominee or Euroclear or Clearstream.

If the Stated Maturity or the Interest Payment Date for the Notes falls on a day which is not a Business Day, 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.

Paying Agent and Registrar

Initially, Deutsche Bank Trust Company Americas (the “Trustee”), will act as Trustee, Paying Agent, Registrar and Transfer Agent. The Issuer may appoint and change any Paying Agent, Registrar or co-Registrar without notice to any Holder. The Issuer may act as Paying Agent, Registrar or co-Registrar.

Indenture

The Issuer issued the Notes under an Indenture, dated as of [_] (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer and the Trustee. The terms of the Notes include those stated in the Indenture and those particular sections of the TIA made part of the Indenture by reference thereto. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and particular sections of the TIA for a statement of those terms. Each Holder by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended or supplemented from time to time.

The Notes will constitute unsubordinated obligations of the Issuer, ranking equally in right of payment with the Issuer’s other unsubordinated obligations. The principal amount of Notes issuable under the Indenture is unlimited.

All Notes issued under the Indenture will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on, among other things, the ability of IMPSA S.A. (formerly, Industrias Metalúrgicas Pescarmona, S.A.I.C. y F.) (“IMPSA”) and the Restricted Subsidiaries, including the Issuer, to: Incur Liens, Incur Indebtedness, enter into transactions with Affiliates make Restricted Payments, or make Asset Dispositions.

Redemption

Subject to the conditions set forth in the Indenture, the Notes may be redeemed, at the option of the Issuer, in whole or in part, at any time, at the redemption prices set forth in Section 4.4 of the Indenture.

Subject to the conditions set forth in the Indenture, the Notes may be redeemed by the Issuer, in whole but not in part, at any time upon the occurrence of specified tax events at the redemption price set forth in Section 4.3 of the Indenture.

Mandatory Redemption

Upon the occurrence of a Change of Control, the Company shall immediately notify the Trustee (and the Trustee shall, promptly upon receipt of such notice, notify the occurrence of such Change of Control to the Holders. Each Holder will then have the right to individually require that the Company purchase all or a portion (in integral multiples of US$1,000) of its Notes at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon through the date of effective payment of the purchase and other Additional Amounts. The request for redemption shall be delivered in writing by each Holder to the Trustee, within sixty (60) days after a Change of Control is notified by the Company to the Trustee.

Excess Cash Redemption: On the Issue Date and, thereafter, on each interest payment date for so long as there is any outstanding amount under the Notes, the Company shall apply the full amount of any Excess Cash existing as at such interest payment date, to redeem, on a pro rata basis (with all calculations to be made in Dollars, by converting any Peso denominated New Debt Facilities at the then Applicable Exchange Rate) all or any portion of the New Discount Debt Facilities, including without limitation the Discount Senior Notes, together with all accrued and unpaid interest on the New Discount Debt Facilities (plus Additional Amounts and other amounts payable thereon, if any)..

Denominations; Transfer; Exchange

The Notes are in fully registered form without coupons, and only in minimum denominations of principal amount of US$[_] and integral multiples of US$1,000 in excess thereof. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange (i) any Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) for a period beginning 15 days before the mailing of a notice of Notes to be redeemed and ending on the date of such mailing or (ii) any Notes for a period beginning 15 days before an interest payment date and ending on such interest payment date.

Persons Deemed Owners

The registered holder of this Note may be treated as the owner of it for all purposes.

Unclaimed Money

If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Issuer at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Issuer and not to the Trustee for payment and such Paying Agent shall be released from all further liability with respect to such moneys.

Discharge Prior to Redemption or Maturity

Subject to certain conditions set forth in the Indenture, the Issuer at any time may terminate some or all of its obligations under the Notes and the Indenture if the Issuer deposits with the Trustee U.S. Legal Tender or U.S. Government Obligations for the payment of principal of and interest on the Notes to redemption.

Amendment, Waiver

Subject to Section 9.2 of the Indenture, the Indenture or the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount of the then Outstanding Notes. Subject to Section 9.1 of the Indenture, without the consent of any Holder, the Issuer, and the Trustee may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, omission, defect or inconsistency, or to provide for the assumption by a successor Person of the obligations of the Issuer, or to add guarantees or collateral with respect to the Notes, or to add additional covenants of the Issuer for the benefit of the Holders, or to surrender any right or power conferred on the Issuer, or to make any change that does not adversely affect the rights of any Holder in any material respect.

Defaults and Remedies

If an Event of Default occurs and is continuing, the Trustee (at the written direction of the Holders) or the Holders of at least 25% in aggregate principal amount of the Outstanding Notes may declare all unpaid principal of and accrued interest on the Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default, which will result in the Notes being due and payable immediately upon the occurrence of such Events of Default.

Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any Default or Event of Default (except in payment of principal of, or interest or premium (and Additional Amounts), if any, on the Notes) if it determines that withholding notice is in their interest.

Trustee Dealings with the Issuer

Subject to certain limitations set forth in the Indenture, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Issuer, or any of its Affiliates and may otherwise deal with the Issuer, or any of its Affiliates with the same rights it would have if it were not Trustee.

No Recourse Against Others. Release

No recourse under or upon any obligation, covenant or agreement contained in this Indenture, or in any Note, or because of any indebtedness evidenced thereby, shall be had against any incorporator, as such, or against any past, present or future stockholder, officer or director, as such, of the Company or of any successor, including, without limitation, the Original Shareholders, either directly or through the Company 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 Notes by the Holders thereof and as part of the consideration for the issue of the Notes.

Waiver, Releases and Dismissal of Litigation. (a) In addition to the effects of the approval of the APEs by the competent court on all the Existing Debt, but without prejudice to and without prejudice to the Reinstatement of Rights, the subscription and/or receipt of the Notes by any Holder will have the effect of a dismissal and satisfaction of judgment in respect of any claim or suit filed by any such Holder (or any assignors of such Holder) in respect of the Original Notes.

(b) On the Issue Date, without prejudice to the Reinstatement of Rights, each Holder, upon delivery of the Notes, will be deemed to fully and finally, unconditionally and forever, knowingly and voluntarily, and irrevocably release, remise, acquit, waive, and discharge IMPSA and Venti, including any parent entities, shareholders, subsidiaries, affiliates, predecessors, successors and assigns, and present and former directors, officers and employees of each of them, for and from any and all liabilities, judgments, costs, and attorneys’ fees arising (i) from any claims adjudged by any court in connection with the Original Notes, and (ii) from any other claim, suit, cause of action, or proceeding, whether based on contractual liability, torts, equity, or otherwise, arising under the Original Notes, the IMPSA Guarantee and the Venti Guarantee.

(c) For the avoidance of doubt, nothing herein shall be deemed to operate as a release or waiver of any claims, liabilities, judgments, costs or attorneys’ fees arising from the Reinstatement of Rights, subject to the terms of the Indenture.

Authentication

This Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent acting on its behalf) manually signs the certificate of authentication on the other side of this Note.

Abbreviations

Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entirety), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to Minors Act).

CUSIP, ISIN or Common Code Numbers

Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP, ISIN or Common Code numbers to be printed on the Notes and has directed the Trustee to use CUSIP, ISIN or Common Code numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

Governing Law

This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

Currency of Account; Conversion of Currency.

U.S. Legal Tender is the sole currency of account and payment for all sums payable by the Issuer under or in connection with the Notes or the Indenture, including damages. The Issuer will indemnify the Holders as provided in respect of the conversion of currency relating to the Notes and the Indenture as provided in Section 2.6 of the Indenture.

Agent for Service; Submission to Jurisdiction; Waiver of Immunities.

The Issuer have agreed to waive any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to the Indenture, or the Notes or any transaction relating thereto to the fullest extent permitted by applicable law. In addition, the Issuer has consented to jurisdiction and service of process as set forth in Section 12.7 of the Indenture. The Issuer has appointed [CT Corporation Systems] as its authorized agent upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any state or federal court in the Borough of Manhattan, the City and State of New York.

The Issuer will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture. Requests may be made to: Carril Rodríguez Peña 2451, (5503) Godoy Cruz, Provincia de Mendoza, Argentina, Facsimile: +54 (11) [_], Attention: [_].

[To be attached to Global Notes only:

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE

The following increases or decreases in this Global Note have been made:


Date of exchange	Amount of decrease in principal amount of this Global Note	Amount of increase in principal amount of this Global Note	Principal amount of this Global Note following such decrease or increase	Signature of authorized signatory of Trustee or Note Custodian
				]

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.5(a) (Change of Control) of the Indenture, check the box:

[_] Total Redemption

[_] Partial Redemption

If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.5(a) (Change of Control) of the Indenture, state the amount in principal amount: $ .

Date:____________________ Your Signature:___________________

Signature Guarantee:______________________________
(Signature must be guaranteed)

Sign exactly as your name appears on the other side of this Note.

EXHIBIT B

FORM OF CERTIFICATE FOR TRANSFER TO QIB
(RULE 144A GLOBAL NOTE CERTIFICATION)

[Date]

Deutsche Bank Corporate Trust Americas

c/o DB Services Americas, Inc.

5022 Gate Parkway, Suite 200

Jacksonville, FL 32256

Attn: Transfer Department

Re: Discount Senior Notes due 2025(the “Notes”)
of IMPSA S.A. (formerly, INDUSTRIAS METALURGICAS PESCARMONA S.A.I.C. y F.) (the “Issuer”)

Ladies and Gentlemen:

Reference is hereby made to the Indenture, dated as of [_] (as amended and supplemented from time to time, the “Indenture”), among the Issuer, and [_], as Trustee. Capitalized terms used but not defined herein shall have the meanings given them in the Indenture.

This letter relates to $___________ aggregate principal amount of Notes [in the case of a transfer of an interest in a Regulation S Global Note: which represents an interest in a Regulation S Global Note beneficially owned by] the undersigned (the “Transferor”) to effect the transfer of such Notes in exchange for an equivalent beneficial interest in the Rule 144A Global Note.

In connection with such request, and with respect to such Notes, the Transferor does hereby certify that such Notes are being transferred in accordance with Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), 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, and the transferee, as well as any such account, is a “qualified institutional buyer” within the meaning of Rule 144A, in a transaction meeting the requirements of Rule 144A and in accordance with applicable securities laws of any state of the United States or any other jurisdiction.

You and the Issuer are entitled to conclusively rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

Very truly yours,

[Name of Transferor]

By:____________________________

_______________________________

Authorized Signature

EXHIBIT C

FORM OF CERTIFICATE FOR TRANSFER PURSUANT TO REGULATION S
(REGULATION S GLOBAL NOTE CERTIFICATION)

[Date]

Deutsche Bank Corporate Trust Americas

c/o DB Services Americas, Inc.

5022 Gate Parkway, Suite 200

Jacksonville, FL 32256

Attn: Transfer Department

Re: Discount Senior Notes due 2025(the “Notes”)
of IMPSA S.A. (formerly, INDUSTRIAS METALURGICAS PESCARMONA S.A.I.C. y F.) (the “Issuer”)

Ladies and Gentlemen:

In connection with our proposed sale of $________ aggregate principal amount of the Notes [in the case of a transfer of an interest in a 144A Global Note: , which represents an interest in a 144A Global Note beneficially owned by] the undersigned (“Transferor”), we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

- 1. the offer of the Notes was not made to a person in the United States;
- either (i) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States or (ii) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States;
- no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable;
- the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and
- we are the beneficial owner of the principal amount of Notes being transferred.

In addition, if the sale is made during a Distribution Compliance Period and the provisions of Rule 904(b)(1) or Rule 904(b)(2) of Regulation S are applicable thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 904(b)(1) or Rule 904(b)(2), as the case may be.

Very truly yours,

[Name of Transferor]

By:____________________________

_______________________________

Authorized Signature

EXHIBIT D

FORM OF CERTIFICATE FOR TRANSFER
PURSUANT TO RULE 144

[Date]

Deutsche Bank Corporate Trust Americas

c/o DB Services Americas, Inc.

5022 Gate Parkway, Suite 200

Jacksonville, FL 32256

Attn: Transfer Department

Re: Discount Senior Notes due 2025(the “Notes”)
of IMPSA S.A. (formerly, INDUSTRIAS METALURGICAS PESCARMONA S.A.I.C. y F.) (the “Issuer”)

Ladies and Gentlemen:

Very truly yours,

[Name of Transferor]

By:____________________________

_______________________________

Authorized Signature

EXHIBIT E

Form of Free Transferability Certificate

Deutsche Bank Trust Company Americas

c/o DB Services Americas, Inc.

5022 Gate Parkway, Suite 200

Jacksonville, FL 32256

Attn: Transfer Department

Reference: Discount Senior Notes due 2025 (the “Notes”) of INDUSTRIAS METALURGICAS PESCARMONA S.A.I.C. y F. (the “Issuer”)

Restricted CUSIP: ___________
Unrestricted CUSIP: ___________
Restricted ISIN: ___________
Unrestricted ISIN: ___________

Dear Sir/Madam:

Whereas the Discount Senior Notes due 2025 of INDUSTRIAS METALURGICAS PESCARMONA S.A.I.C. y F. (the “Issuer”) (the “Notes”) will be freely tradable without restrictions by non-affiliates of the Issuer on ___________ pursuant to Rule 144(b)(1) under the Securities Act of 1933, as amended, in accordance with Section 2.10 of the indenture (the “Indenture”) dated as of [_] the Issuer, and [_], as Trustee, pursuant to which the Notes were issued, the Issuer hereby instructs you that:

the Private Placement Legend described in Section 2.9(b) of the Indenture and set forth on the Notes shall be deemed removed from the Global Notes (as defined in the Indenture) on _____________, in accordance with the terms and conditions of the Notes and as provided in the Indenture, without further action on the part of Holders; and

the restricted CUSIP number and the restricted ISIN number for the Notes shall be deemed removed from the Global Notes and replaced with the unrestricted CUSIP number and the unrestricted ISIN number set forth therein, in accordance with the terms and conditions of the Notes and as provided in the Indenture, without further action on the part of Holders.

Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture.

Very truly yours,

INDUSTRIAS METALURGICAS PESCARMONA S.A.I.C. y F.

By : __________________________

Name :

Title :*

* The signatory must be an Officer of the Issuer

EXHIBIT F

COPY OF APE AGREEMENT

EXHIBIT G

FORM OF SALE MANDATE

Sale Mandate

[Trustee of IMPSA Equity Trust]

[Address]

Ladies and Gentlemen:

Engagement

This letter sets out the basis on which Lazard Argentina S.A. (hereinafter “Lazard”) will act for the Trustee, as defined in the Guarantee Trust Agreement, on behalf of the Eligible Creditors and the Original Shareholders (the “Client” or you) as your exclusive financial adviser in connection with the proposed disposal of the whole or a substantial portion of the shares in Industrias Metalúrgicas Pescarmona S.A.I.C. (“IMPSA” or "the Company"), which disposal may take the form of a merger or a sale of assets or equity securities or other interests (the “Transaction”).

Lazard’s role will be to provide financial advice to you in relation to the Transaction. To the extent requested and reasonably appropriate, Lazard will:

(a) assist you in identifying potential buyers and contacting them on your behalf;

(b) assist you with and advise you on the approach to, and negotiations with, potential buyers and their advisers and on the tactics to be adopted in any such negotiations;

(d) assist you to coordinate the work of your other professional advisers in relation to the Transaction; and

(e) provide such other assistance as may reasonably be requested by you in connection with the Transaction and agreed to in writing by Lazard (the “Engagement”)

Lazard assumes no obligation in connection with the results of the Transaction and its responsibility is limited to performing the services described in this Engagement diligently. Consequently, Lazard grants no assurances and assumes no obligations in connection with the success or failure of the Transaction or the expectations of the Client.

Provision of Information

In connection with the Engagement, the Client will furnish or cause to be furnished to Lazard such current and historical financial information and other information regarding the business of the Client as we may request. The Client represents and warrants to us that all of the foregoing information will be accurate and complete at the time it is furnished, and that it has the right to supply such information to us and that the supply of such information by the Client and its receipt and use by Lazard for the purposes of the Engagement is permitted. The Client agrees to keep us advised of all material developments affecting the Client or its financial position, and all material strategies, developments and discussions relevant to the Transaction. The Client also agrees to use all reasonable efforts to cause any potential counterparty to provide us with such information concerning the potential counterparty as we deem necessary for any financial review and analysis. Lazard shall be entitled to rely upon information furnished to it by the Client and any third party and information that is publicly available, may assume the accuracy and completeness of such information and shall not assume any responsibility for independent verification of any such information. Lazard will not undertake any appraisal of any of the assets or liabilities of the Client or of any third party, or give advice on any issues of solvency.

In order for Lazard to be able to coordinate all efforts during the term of this mandate, the Client agrees that all inquiries from prospective buyers regarding the Transaction should be directed only to Lazard and that no negotiation regarding the Transaction will be directly or indirectly initiated without Lazard's consent.

Fees and Expenses

As compensation for the services performed and to be performed by Lazard pursuant to the Engagement you agree to pay Lazard, or procure payment to Lazard of, the following fees:

(a) A milestone fee of Us$ 550,000 (the “Milestone Fee”) to be paid before Lazard dedicates resources to the Transaction and to the extent not already paid as part of its advisory services in the restructuring process of IMPSA (the “Restructuring Process”) .

(b) A success fee (the “Success Fee”) equal to:

i. Us$ 2,000,000 (the “Minimum Success Fee”), if the Transaction Value is less or equal than 100% of the Sustainable Debt of IMPSA;

ii. if the Transaction Value is greater than the Sustainable Debt but less or equal than the Sustainable Debt plus Us$ 50,000,000, an additional 2.0% of the difference between the Transaction Value and the Sustainable Debt, in addition to sub clause (i) above;

iii. if the Transaction Value is greater than the Sustainable Debt plus Us$ 50,000,000 but less or equal than the Sustainable Debt plus Us$ 100,000,000, an additional 3.0% of the difference between the Transaction Value and the Sustainable Debt plus Us$ 50,000,000, in addition to sub clause (i) and (ii) above;

iv. if the Transaction Value is greater than the Sustainable Debt plus Us$ 100,000,000, an additional 4.0% of the difference between the Transaction Value and the Sustainable Debt plus Us$ 100,000,000, in addition to sub clause (i), (ii) and (iii) above;

If the Restructuring Fee Balance as defined in note 1, item b., is paid at closing of the Restructuring Process, 50% of this amount will be credited against the Success Fee.

25% of the Success Fee shall be payable upon execution of a definitive agreement with respect to the Transaction and the remainder shall be payable upon consummation of the transaction;

For purposes hereof, the term "Transaction Value" means the total amount of cash and the fair market value (on the date of payment) of all other property paid and payable (including amounts paid into escrow) to the Client and/or its affiliates and its and their respective security holders in connection with a transaction (or any related transaction), including amounts paid and payable in respect of convertible securities, warrants, stock appreciation rights, options or similar rights, whether or not vested, and, in the case of a sale of the majority of the equity interests of, or an otherwise controlling interest in, an entity, Transaction Value shall also include the value of any interests which are not sold (calculated based on the amount paid for those interests that have been sold). In addition, Transaction Value shall include the amount of all indebtedness and any other liabilities as set forth in the most recent consolidated balance sheet of the selling entity or relevant affiliate thereof prior to consummation of a transaction or, in the case of a sale of assets, all indebtedness and any other liabilities assumed by buying entity. Transaction Value shall also include the aggregate amount of any dividends or other distributions declared by the selling entity or relevant affiliate thereof after the date hereof, other than normal quarterly cash dividends, and, in the case of a sale of assets, the net value of any current assets not sold. If the Transaction Value is subject to increase by contingent payments related to future events, the portion of our fee relating thereto shall be calculated by us in good faith and paid to us upon the consummation of a transaction.

(c) In the event that the Client or its affiliates or its or their respective security holders is paid a break-up, termination, topping or similar fee, payment or judgment in connection with any transaction for which a fee is payable pursuant to clause (b) above, upon receipt thereof, a fee equal to 10% of such amount; provided that the amount payable pursuant to this clause shall not exceed the amount that would have been payable to Lazard had the transaction consummated.

Regardless of whether any transaction or this engagement is completed, the Client agrees to reimburse us periodically, upon request, for all of our reasonable expenses incurred in connection with this engagement. Generally these expenses include travel costs, document production and other expenses of this type, and will also include the fees of outside counsel and other professional advisors. All payments to be made by the Client pursuant to this agreement shall be made promptly after receipt of invoice therefor.

No fee payable to any third party, by the Client or any other person or entity in connection with the subject matter of this engagement, shall reduce or otherwise affect any fee payable hereunder.

It is of the essence of this Agreement that all payments and of any other amount due to Lazard under this Agreement, shall be made only and exclusively in Dollars in immediately available funds by wire transfer to the accounts located in Argentina. The Client hereby irrevocably waives any right to invoke the theory of unforeseen circumstances (“teoría de la imprevisión” as contemplated in Article 1091 of the Argentine Civil and Commercial Code) or any other exchange regulation applicable to the circumstances foreseen in this clause or any other existing Law or that may be established in the future that the Client may invoke to abstain from the full and timely fulfillment of any payment pursuant to this Agreement in Dollars in the terms and conditions agreed hereunder.

All fees and expenses payable to Lazard shall be paid within 30 days after the issue of the invoice by Lazard. Interest will be payable on any amount of such fees and expenses that remain unpaid after 30 days at the rate of 4 per cent above 180-day Libor.

Confidentiality

Unless required by subpoena or other legal or regulatory process, (i) Lazard will not disclose to any third party (other than to our counsel or other agents or as otherwise agreed by the Client) any portion of the information so provided by the Client which is not publicly available, and (ii) Lazard will not use such confidential information for any purpose other than pursuant to our engagement hereunder.

The term "Confidential Information" does not include information which

(i) becomes generally available to the public other than as a result of a disclosure by Lazard in breach of this Engagement letter,

(ii) was available on a non-confidential basis prior to its disclosure to Lazard, or

(iii) becomes available on a non-confidential basis from a source other than the Client, provided that such source was not informed about the prohibition of transmitting the information.

This engagement letter, its contents and all written or oral advice or work materials given by Lazard in connection with the Transaction is confidential and exclusively for the use of your board of directors and may not be used or relied on for any other purpose or disclosed to any third party or circulated or referred to or published by you without the prior written consent of Lazard.

The Client accepts that in order to provide information during the negotiations to potential buyers, Lazard will be allowed to deliver the information after signing a Confidentiality Agreement.

Present clause will expire on the third anniversary of present Letter of Engagement whether or not the proposed Transaction is completed.

Indemnification

The Client agrees to indemnify and hold harmless Lazard and each member of the Lazard Group including its members, partners, directors, officers, employees and agents (each an “Indemnified Party”) to the full extent lawful, from and against any losses, claims, damages or liabilities (or actions, including shareholder actions, in respect thereof) related to or arising out of this engagement, or Lazard’s role in connection therewith, brought by any third party, and will reimburse any Indemnified Party for all reasonable expenses (including reasonable legal fees) as they are incurred by any Indemnified Party in connection with investigating, preparing or defending any such action or claim; provided, however, that the provisions of this paragraph will not apply to any claims, liabilities, losses, damages or expenses which have been found by a court of competent jurisdiction in a judgement which has become final (in that it is no longer subject to appeal or review) to have resulted from the bad faith, willful misconduct or gross negligence of any Indemnified Party hereunder. The Client also agrees that no Indemnified Party shall have any liability to the Client related to, arising out of or in connection with this agreement except to the extent that any loss, claim damage or liability is found by a court of competent jurisdiction in a judgement which has become final (in that it is no longer subject to appeal or review) to have resulted primarily from such Indemnified Party’s bad faith, willful misconduct or gross negligence.

The provisions of present clause shall survive any termination or expiration of this engagement letter.

Termination

The Engagement will be valid for 24 months after its execution. Notwithstanding the foregoing, the Engagement hereunder may be terminated by the Client or us upon written notice to the other party at any time, without liability or continuing obligation to the Client or us, except that, (i) following any termination or any expiration of our engagement, we shall remain entitled to any fees accrued pursuant to paragraph 3 but not yet paid prior to such termination or expiration, as the case may be, and to reimbursement of expenses incurred prior to such termination or expiration, as the case may be, as contemplated by paragraph 3 hereof, and (ii) if the Engagement is terminated by the Client after receiving a binding offer from a bona fide buyer, with such binding offer implying a valuation equal to or greater than the fair market value of the assets included in the Transaction, the Client shall pay to Lazard a Termination Fee of US$500,000.

In addition, in the case of termination by the Client or any expiration of our engagement, we shall remain entitled to full payment of all fees contemplated by paragraph 3 hereof in respect of any transaction announced or resulting from negotiations occurring during the period from the date hereof until twenty-four months following such termination or expiration, as the case may be.

General

(a) All sums payable by you under this letter shall be paid free of all deductions or withholdings unless the deduction or withholding is required by law, in which event you shall pay such additional amount as shall be required to ensure that the net amount received by the payee hereunder will equal the full amount which would have been received by it had no such deduction or withholding been required to be made.

All sums quoted are exclusive of any VAT (or any equivalent turnover or withholding tax in any other jurisdiction) and you will pay to us any additional VAT (or any equivalent turnover or withholding tax in any other jurisdiction) chargeable in respect of payments made to us or otherwise chargeable in respect of the Engagement.

(b) Without prejudice to any general principles of law:

(i) The advice given pursuant to this letter may only be used by you and for the purposes of the Transaction, and Lazard owns and will retain ownership of all intellectual and other proprietary rights in relation to its advice. Further, all correspondence and other documents (including those in electronic form) produced or generated by Lazard relating to the Engagement or the subject matter of the Engagement (Lazard Material) (other than the versions of such documentation provided to you in the course of the Engagement) shall be Lazard’s sole property; and

(ii) Lazard shall be entitled to retain one copy of any documents including those in electronic form provided to Lazard in connection with the Engagement and of Lazard Material for regulatory or internal record-keeping purposes.

(c) The Client agrees that upon announcement of a transaction, the Client will include a statement in the press release relating thereto, in a form reasonably acceptable to Lazard, to the effect that Lazard has acted as exclusive financial advisor to the Client in connection with such transaction. Lazard shall have the right to publish its involvement in the Transaction.

(d) Any financial advice, written or oral, rendered by Lazard pursuant to our engagement hereunder is intended solely for the benefit and use of senior management and the Board of Directors of the Client (in their capacities as such) in considering the matters to which our engagement relates. The Client agrees that, notwithstanding any termination or expiration of our engagement, such advice and the terms of our engagement hereunder may not be disclosed publicly or made available to third parties without the prior written consent of Lazard.

(e) Lazard will not be responsible for the advice or services provided by any of your other advisers or contractors or for providing you with or obtaining or reviewing on your behalf any specialist advice, for the avoidance of doubt including but not limited to legal, regulatory, tax, accounting, actuarial, environmental, real estate valuation or information technology advice. Lazard will not be responsible for the verification of any circular, prospectus or other public document produced by or on the Client's behalf or for any due diligence in relation to the Transaction. You shall remain solely responsible for assessing the commercial implications and risks of the Transaction, for the commercial assumptions on which any valuation or other advice provided by Lazard is based and for the underlying business decision to effect the Transaction. Unless otherwise expressly agreed in clause 1 above, Lazard is not responsible for advising you in respect of any applicable laws or regulations in any jurisdiction in relation to the Transaction and you acknowledge that Lazard shall not incur any liability to you in respect of any breach of such applicable laws or regulations where Lazard has acted in good faith in the absence of, or in accordance with, any advice you have received and communicated to Lazard.

(f) Lazard has been retained under this agreement as an independent contractor to the Client, and nothing herein is intended to confer any rights or remedies as against Lazard upon any person (including the management, Board of Directors and security holders of the Client) other than the Client. In addition, it is understood and agreed that this agreement and our engagement do not create a fiduciary relationship between Lazard and any person, including the Client, its management, its Board of Directors and its security holders

(g) You shall not, without the prior written consent of Lazard, during the term of the Engagement or in the 6 months following its termination or expiry, employ or offer to employ or directly or indirectly solicit, encourage, entice or assist any of the Lazard Group's members, directors, officers or employees to join your employment or the employment of any of your affiliates. This shall not, however, prohibit any employment which you can demonstrate results from a general recruitment campaign which is not directly aimed at any of the Lazard Group's members, directors, officers or employees.

(h) In carrying out services hereunder, Lazard may, as it considers appropriate, draw upon the resources of and involve as agent other members of the Lazard Group and Lazard Capital Markets LLC or its affiliates. The Lazard Group is an international financial advisory and asset management firm. Members of the Lazard Group may either have a client whose interests conflict, or may conflict, with your interests in relation to the Transaction or may themselves be regarded as having interests which conflict, or may conflict, with your interests in relation to the Transaction or as having any other interest, relationship or arrangement that is material in the context of the Engagement (any such clients and interests being Material Interests). There is an information barrier in place between the financial advisory business and the asset management business within the Lazard Group which prevents those making asset management decisions from having any knowledge of any non-public information relating to the Transaction. In addition, Lazard has other established procedures relating to matters such as conflict clearance. You accept, so as expressly to override any duties, obligations or restrictions which would otherwise be implied by the Rules, law or regulation, that members of the Lazard Group, individually or taken as a whole, may have Material Interests. You also accept that, by reason of duties of confidentiality owed to other persons or the rules of relevant regulatory authorities and investment exchanges, any member of the Lazard Group may be prohibited from disclosing, or it may be inappropriate for any member of the Lazard Group to disclose, information to you, in particular about Material Interests. In addition, Lazard Capital Markets LLC and its affiliates (LCM) engage in, among other things, securities sales and trading, broking, research, underwriting, merchant banking fund management and principal investment activities. LCM is separate from the Lazard Group and may have interests which conflict with your interests.

(i) By signing this letter, you acknowledge that your board has approved the terms of this letter and has confirmed that it is being entered into in good faith and in your best interests. Any modifications or variations to this letter must be in writing and signed by an authorized representative of each party. Lazard may assign this letter to a member of the Lazard Group. This letter and the Engagement shall inure to the benefit of and be binding upon a permitted assign.

(j) In this letter “Lazard Group” means Lazard Ltd and its direct and indirect subsidiary and associated undertakings.

(k) This agreement and any claim related directly or indirectly to this agreement (including any claim concerning advice provided pursuant to our engagement hereunder) shall be governed and construed in accordance with the laws of Argentina. The Parties hereto expressly agree that any dispute ("Dispute") between the Parties hereto arising out of or in connection with this Agreement, including without limitation its interpretation, implementation, validity or enforceability, or the compliance by any party hereto with its obligations under this Agreement, shall be initially submitted to a mediation procedure before the Centro Empresarial de Mediación y Arbitraje (CEMA). Each of the parties hereto waives its right to appeal or object to the validity of the award before any court.

(l) This letter constitute the entire agreement between the Client and us with respect to the matters set forth herein and supersede all prior and contemporaneous discussions, agreements and understandings with respect to the matters covered herein and therein. No waiver, amendment or other modification of this agreement shall be effective unless in writing and signed by each party to be bound thereby.

(m) Lazard states that the proposal is accepted and constitutes a valid engagement according to the aforementioned terms, tacitly accepted by the Client, upon payment by you of an acceptance fee of US$1,000, payment of which shall be credited against any fees payable pursuant to clause 3. The acceptance fee shall be payable within 10 days of the date of this letter, through wire transfer to account no. 36325712 (ABA no. 021000089) of Citibank, of Lazard Argentina S.A., CUIT 30-63873175-0.

EXHIBIT H

FORM OF IMPSA EQUITY TRUST

EXHIBIT I

FORM OF ORIGINAL SHAREHOLDERS TRUST

EXHIBIT J

NEW DEBT FACILITIES

Part A

For the purposes hereof, unless otherwise defined herein, any capitalized term not defined in Part A of this Schedule or in the Loan Agreement, shall have the meaning ascribed to it in the APE.

The New Debt will consist of New Debt Securities and New Loans, as detailed in the Offer and in this Annex. The New Debt Securities will consist of Negotiable Obligations with a Public Offering and Negotiable Obligations without a Public Offering (jointly, the "Negotiable Obligations"), depending on the Alternatives available for each Participating Creditor.

The Restructuring will enable the Accepting Creditors to elect one of the following Alternatives as described in this Annex. All Eligible Debt denominated in a currency other than the Argentine Peso (AR$) or the United States Dollar (US$) shall be deemed converted into US$ at the exchange rate of the Determination Date. The Alternatives, as more fully described in this Annex, are as follows:

US$ 1 nominal unsecured US dollar “par” New Debt of IMPSA per US$ 1 of non-AR$ denominated Eligible Debt (the “New US Dollar Par Debt”);
AR$ 1 nominal unsecured Argentine Peso “par” New Debt of IMPSA per AR$ 1 of AR$ denominated Eligible Debt (the “New Peso Par Debt” and, together with the New US Dollar Par Debt, the “New Par Debt”), which comprises both the New Peso Par BADLAR Debt and the New Peso Par Dollar Linked Debt;
US$ 0.314 (“US$ Exchange Factor”) nominal unsecured US Dollar “discount” (i.e., with discount) New Debt of IMPSA per US$1 of non-AR$ denominated Eligible Debt (the “New US Dollar Discount Debt”);
AR$ 0.314 (“AR$ Exchange Factor” and, together with the US$ Exchange Factor, the “Exchange Factors”) new nominal unsecured AR$ “discount” New Debt of IMPSA per AR$ 1 of AR$ denominated Eligible Debt (the “New Peso Discount Debt” and, together with the New US Dollar Discount Debt, the “New Discount Debt”), which comprises both the New Peso Discount BADLAR and the New Peso Discount Dollar Linked Debt; and,
In case of secured Participating Creditors, US$ 1 nominal secured US Dollar New Debt of IMPSA per US$ 1 of non-AR$ denominated Eligible Debt that is secured, having an initial aggregate principal amount not to exceed US$ 4 million (the “New Secured Debt”).

Each Participating Creditor holding Eligible Debt denominated in AR$ shall only have the right to elect New Debt among any of the Alternatives denominated in AR$, and said New Debt shall be subject to the same governing law, and jurisdiction as the Eligible Debt that such Participating Creditor presents to the APE, subject to the limitations and reallocation described herein.

Each Participating Creditor holding Eligible Debt denominated in any currency other than AR$ shall have the right to elect New Debt among any of the Alternatives denominated in US$ or in AR$, subject to the limitations and reallocation described herein.

Only Participating Creditors holding Existing Negotiable Obligations shall have the right to elect New Debt in the form of Negotiable Obligations with a Public Offering, subject to the limitations and reallocation described herein.

Each Participating Creditor holding Eligible Debt shall have the right, in the Election Ballot, to elect New Debt in the form of Negotiable Obligations without a Public Offering. Likewise, each Participating Creditor holding Eligible Debt instrumented in the form of loans, may elect Negotiable Obligations without a Public Offering or New Loans.

With the exception of New Secured Debt, the New Debt shall consist of direct, unconditional and unsubordinated obligations, with a common guarantee on the Company's net worth, and will rank pari passu without preference among them, and at all times having at least equal priority of payment than any other present and future unsecured and unsubordinated indebtedness of the Company (with the exception of certain obligations to which the Argentine laws grant preferential treatment).

All amounts payable in relation to the New Debt shall be payable in the currency of issuance, and in the payment jurisdiction of each of said debts and, in the case of obligations payable in foreign currency and/or outside Argentina, IMPSA shall not be released from its obligations by paying in another currency or kind, or elsewhere, regardless of any restrictions on the exchange market, or other regulations that may be in force in Argentina at the time of payment under the corresponding New Debt. The terms and conditions of each New Debt shall contemplate customary alternative mechanisms to ensure payment in the agreed currencies.

1. New Par Debt

New Par Debt shall in no event exceed, in the aggregate, US$ 146 million. For the purposes of this calculation, the New Peso Par Debt shall be converted into US$ at the applicable AR$/US$ exchange rate of the Determination Date.

Participating Creditors holding Eligible Debt denominated in AR$ (including Dollar Linked debt) who elect to receive New Peso Par Debt shall have priority to receive said debts over Participating Creditors holding Eligible Debt in any currency other than AR$.

A. New Dollar Par Debt

Issuer: IMPSA.

Type of Instrument: Negotiable Obligations or New Loans for the nominal value of principal of Eligible Debt (meaning “Par”), as the case may be (the "New Dollar Par Debt").

Currency: United States Dollar (US$).

Maturity: December 30, 2031.

Principal: The principal amount of the New Dollar Par Debt will be paid in six equal annual instalments of 16.66667% each, payable on December 30 of each year, commencing on December 30, 2026, until Maturity.

Interest: Interest will accrue on the New Dollar Par Debt at the nominal rate of 1.0% per annum, on the principal outstanding amounts as from the Determination Date. The New Accrued Interest will be capitalized semi-annually and on the Closing Date, and the first payment of interest will be made on December 30, 2019. It will be payable semi-annually in arrears on June 30 and December 30 of each year.

Default Interest Rate: 0.5% per annum.

B. New Peso Par Debt

B.1 New Peso Par BADLAR Debt

Issuer: IMPSA.

Type of Instrument: Negotiable Obligations or New Loans for the nominal value of principal of Eligible Debt (i.e., “Par”) in AR$ BADLAR, as the case may be, (the "New Peso Par BADLAR Debt").

Currency: AR$.

Maturity: December 30, 2031.

Principal: The principal amount of the New Peso Par BADLAR Debt will be paid in six equal annual instalments of 16.6667%, payable on December 30 of each year, commencing on December 30, 2026, until Maturity.

Interest: Interest will accrue on the New Peso Par BADLAR Debt at the nominal rate of BADLAR plus 1% per annum, on the principal outstanding amounts from the Determination Date. The New Accrued Interest will be capitalized semi-annually and on the Closing Date, and will be paid commencing on December 30, 2019. In addition, IMPSA will have the right to capitalize the portion of the accrued interest corresponding to the BADLAR interest rate through December 30, 2022. Interest will be payable quarterly in arrears on March 30, June 30, September 30 and December 30 of each year.

Default Interest Rate: 0.5% per annum.

B.2 New Peso Par Dollar Linked Debt

Issuer: IMPSA.

Type of Instrument: Negotiable Obligations or New Loans for the nominal value of principal of Eligible Debt (i.e., “Par”) in AR$ Dollar Linked, (the "New Peso Par Dollar Linked Debt").

Currency: AR$.

Notional Principal Amount: US$ amount resulting from dividing the relevant AR$ amount by the AR$/US$ exchange rate as the Determination Date. The Notional Principal Amount shall be used to calculate principal and interest payments.

Maturity: December 30, 2031.

Principal: The principal amount of the New Peso Par Dollar Linked Debt will be paid in six equal annual instalments, of 16.6667% payable on December 30 of each year, commencing on December 30, 2026, until Maturity. Each principal payment will be payable in AR$ at the Applicable Exchange Rate, as calculated by the Calculation Agent on the relevant calculation date.

Interest: Interest will accrue on the New Peso Par Dollar Linked Debt at the rate of 1.0% per annum, on the principal outstanding amounts from the Determination Date. The New Accrued Interest will be capitalized semi-annually and on the Closing Date, and the first payment of interest will be made on December 30, 2019. It will be payable semi-annually in arrears on June 30 and December 30 of each year.

Payment of Interest: Each interest payment will be made at the Interest Rate on the outstanding amount, in AR$ at the Applicable Exchange Rate, as calculated by the Calculation Agent (as defined in the relevant definitive documents) on the relevant calculation date.

Default Interest Rate: 0.5% per annum.

C. Other Terms of the New Par Debt.

Optional Prepayments: After payment in full of the New Discount Debt, the New Par Debt shall be prepayable, in whole or in part, in an amount equal to the applicable New Par Debt NPV (as defined below), plus accrued and unpaid interest thereon to the date of effective prepayment, provided that any prepayment of New Par Debt shall be made on a pro-rata basis (on a US$ basis, by converting AR$ denominated New Debt at the then applicable exchange rate).

Change of Control Put: Upon the occurrence of a Change of Control (as defined below), each holder of New Par Debt will have the right to individually require that IMPSA purchase / prepay, all or a portion (in multiples of US$1,000) of such holder’s New Par Debt at a purchase price equal to the then applicable New Par Debt NPV, plus accrued and unpaid interest thereon through the date of effective payment of the purchase (the "New Par Debt Change of Control Payment").

"Change of Control" means the acquisition by a Potential Buyer, directly or indirectly, of more than 50% of the total economic and/or voting rights of the voting stock of IMPSA, or any other transaction or series of transactions by means of which any Potential Buyer, acting alone or together with any other party, acquires effective control of IMPSA or its assets (including the effective control of its management or board of directors).

"New Par Debt NPV" means the sum of the present values of the remaining scheduled payments of principal and interest on the New Par Debt discounted to the redemption date of the New Par Debt on a semi-annual basis at 12% in the case of the New Dollar Par Debt. For the New Peso Par Dollar Linked Debt and the New Peso Par BADLAR Debt, in each case, the New Par Debt NPV to be used shall be the same as the one applicable to the New Dollar Par Debt for each relevant period.

Excess Cash Payment: After the New Discount Debt has been paid in full, on June 30 and December 30 each year, commencing on the Closing Date and for so long as any amount is outstanding under the New Par Debt, IMPSA will apply 100% of Excess Cash (as defined below) to mandatorily prepay, on a pro rata basis, the outstanding principal amount (and accrued and unpaid interest) of the New Par Debt, at a price equal to the applicable New Par Debt NPV. Any such prepayment will be applied pro rata to 100% of the New Par Debt, first to pay any past due interest, and the outstanding amount shall be applied to cancel the New Par Debt and totally or partially to reduce future principal installments (applying the NPV factor in effect on such date) in direct order of maturity. See “2. New Discount Debt – C. Other Terms of the New Discount Debt”.

2. New Discount Debt

The New Discount Debt (i.e., with discount on the Eligible Debt principal) shall have an aggregate principal amount of US$ 322 million (for the purpose of this calculation the New Peso Discount Debt shall be converted into US$ at the applicable AR$/US$ exchange rate as of the Determination Date), which may be increased if less than 100% of the New Par Debt is subscribed and/or in case of a Claims Excess.

A. New Dollar Discount Debt

Issuer: IMPSA.

Type of Instrument: Negotiable Obligations or New Loans, as the case may be US$ Discount Debt (the "New Dollar Discount Debt").

Currency: US$.

Maturity: December 30, 2025.

Principal: The principal amount of the New Dollar Discount Debt will be paid in five annual instalments of 12.5%, payable on December 30 of each year, commencing on December 30, 2020, and the outstanding amount at Maturity.

Interest: Interest will accrue on the New Dollar Discount Debt, at the following rates: (i) 7.5% per annum for the period from and including the Determination Date to and excluding December 30, 2019; (ii) 8.5% per annum for the period from and including December 30, 2019 to and excluding December 30, 2022; and (iii) 9.5% per annum for the period from and including December 30, 2022 to Maturity. The New Accrued Interest will be capitalized semi-annually and on the Closing Date, and payments will be made commencing on December 30, 2019. Interest will be payable semi-annually in arrears on June 30 and December 30 of each year

Default Interest Rate: 2.0% per annum.

B. New Peso Discount Debt.

B.1 New Peso Discount BADLAR Debt

Issuer: IMPSA.

Type of Instrument: Negotiable Obligations or New Loans Discount (meaning with discount) in AR$ and with interest based on BADLAR, as the case may be (the "New Peso Discount BADLAR Debt").

Currency: AR$.

Maturity: December 30, 2025.

Principal: The principal amount of the New Peso Discount BADLAR Debt will be paid in five equal annual instalments of 12.5%, payable on December 30 of each year, commencing on December 30, 2020, and the outstanding amount at Maturity.

Interest: Interest will accrue on the New Peso Discount BADLAR Debt at the rate of BADLAR plus 3.5% per annum, payable semi-annually in arrears on June 30 and December 30 of each year. The New Accrued Interest will be capitalized semi-annually and on the Closing Date, and payments will be made commencing on December 30, 2019.

Default Interest Rate: 2.0% per annum.

B.2 New Peso Discount Dollar Linked Debt

Issuer: IMPSA.

Type of Instrument: Discount (i.e. with discount) Dollar Linked Negotiable Obligations or New Loans (the "New Peso Discount Dollar Linked Debt").

Currency: AR$.

Notional Principal Amount: US$ amount resulting from dividing the relevant AR$ amount by the AR$/US$ exchange rate as of the Determination Date. The Notional Principal Amount shall be used to calculate principal and interest payments.

Maturity: December 30, 2025.

Principal: The principal amount of the New Peso Discount Dollar Linked Debt will be paid in five equal annual instalments, of 12.5% payable on December 30 of each year, commencing on December 30, 2020, until Maturity. Each principal payment will be payable in AR$ at the Applicable Exchange Rate, as calculated by the Calculation Agent on the relevant calculation date.

Interest: Interest will accrue on the New Peso Discount Dollar Linked Debt at the following rates: (i) 7.5% per annum, payable as of, and including, the Determination Date, up to, and excluding, December 30, 2019; (ii) 8.5% per annum, payable as of, and including, December 30, 2019, up to, and excluding, December 30, 2022; and (iii) 9.5% per annum, payable as of, and including, December 30, 2022, up to Maturity. The New Accrued Interest will be capitalized semi-annually and the Closing Date, and will be paid commencing on December 30, 2019. Interest will be paid semi-annually in arrears on June 30 and December 30 of each year.

Payment of Interest: Each interest payment will be payable at the interest rate on the outstanding amount, in AR$ at the Applicable Exchange Rate, as calculated by the Calculation Agent on the relevant calculation date.

Applicable Exchange Rate: AR$/US$ exchange rate published by the Banco de la Nación Argentina, on the relevant calculation date.

Default Interest Rate: 2.0 % per annum.

C. Other Terms of the New Discount Debt

Optional Prepayments: The New Discount Debt shall be prepayable at any time at par, in whole or in part, establishing that any prepayment of New Discount Debt shall be made on a pro-rata basis (on a US$ basis, by converting AR$ at the applicable exchange rate)

Change of Control Put: Upon the occurrence of a Change of Control, each holder of the New Discount Debt will have the right to individually require that IMPSA purchases/prepays all or a portion (in multiples of US$1,000) of such holder’s New Discount Debt at a purchase price equal to 100% of the principal, plus accrued and unpaid interest thereon through the date of effective payment of the purchase (the "New Discount Debt Change of Control Payment", and, together with the New Par Debt Change of Control Payment, the “Change of Control Payment”.)

Excess Cash Payment: On the Closing Date and, thereafter, on June 30 and December 30 each year for so long as any amount is outstanding under the New Discount Debt, IMPSA will apply 100% of Excess Cash (as defined below) to mandatorily prepay, on a pro rata basis (on a US$ basis by converting AR$ denominated debts at the then Applicable Exchange Rate), the outstanding principal amount (and accrued and unpaid interest) of the New Discount Debt (the “Excess Cash Payment”). Any such prepayment will be applied pro rata to 100% of the New Discount Debt, first to pay any past due interest, and the balance shall be applied to totally or partially reduce future principal installments, in direct order of maturity.

After the New Discount Debt has been cancelled in full, the Excess Cash Payment shall be used to prepay the New Par Debt as provided above.

Excess Cash: Excess cash (the “Excess Cash”) means, in respect of any determination date, without duplication, 100% of cash and equivalent balances (including temporary investments) exceeding US$ 25 million, based on the consolidated financial statements of IMPSA dated March 31 and September 30 of each year (and, in the case of the distribution scheduled for the Closing Date, on IMPSA’s latest available consolidated financial statements) (in each case, prepared under IFRS accounting standards), minus an amount equal to the difference, if positive, between (I) the sum of (a) project related cash outflows, (b) projected S,G&A, capex and taxes (in both cases (a) and (b), as set forth in pro-forma financial projections for the six-month period following the date of the relevant financial statements prepared by IMPSA and approved by an officer designated by the Trustee), and (c) amounts due on account of principal and interest payable under the New Debt and other debt permitted to be incurred under the New Debt for the same period and (II) project-related cash inflows (as set forth in pro-forma financial projections for the six-month period following the date of the relevant financial statements prepared by IMPSA and approved by an officer designated by the Trustee).

The calculation of Excess Cash shall be made and reported to the Board no later than May 20 and November 20 of each year (and, in the case of the distribution scheduled for the Closing Date, at least 45 days prior to such date) (the “Excess Cash Calculation”) and shall be accompanied by an officer’s certificate signed by the IMPSA Chief Financial Officer and other senior officer of the IMPSA setting forth in reasonable detail each such Excess Cash Calculation. Notwithstanding the above, if at any time IMPSA receives any Extraordinary Cash Receipt (as defined below), IMPSA shall be required, within 10 business days of said receipt, to apply 100% of such Extraordinary Cash Receipt to prepay the New Debt in accordance with the Excess Cash Payment provisions.

“Extraordinary Cash Receipt” means any payment in cash received by IMPSA out of the ordinary course of its business or operations and not committed to be applied to a project; provided, however, for the avoidance of doubt, that Extraordinary Cash Receipt shall not include any advance or down payment received by IMPSA in connection with its business or operations or any other form payment received by IMPSA which proceeds are allocated to or identified for its business or operations in accordance with IMPSA’s past practice, to the extent not reasonably objected to by the officer indicated by the Trustee.

3. New Secured Debt

Issuer: IMPSA.

Type of Instrument: US$ Negotiable Obligations without a Public Offering or New Loan (the "New Secured Debt").

Currency: US$.

Indicative Amount: US$4 million.

Final Maturity: December 30, 2018.

Principal: The principal amount of the New Secured Debt will be paid in full on December 30, 2018.

Interest: Interest will accrue on the New Secured Debt at the rate of LIBOR plus 3.0% per annum, payable semi-annually in arrears on June 30 and December 30 of each year. IMPSA will have the right to capitalize the accrued interest from the Determination Date to December 30, 2018.

Default Interest Rate: 2.0% per annum.

Security Interests: The current security interests shall be maintained for the benefit of the New Secured Debt.

Optional Prepayments: The New Secured Debt shall be prepayable at any time at par, in whole or in part, provided that any prepayment of the New Secured Debt shall be made pro-rata (on a US$ basis by converting AR$ at the then applicable exchange rate) with all New Debt.

Part B

For the purposes hereof, unless otherwise defined herein, any capitalized term not defined in Part B of this Schedule or in the Loan Agreement, shall have the meaning ascribed to it in the IMPSA Equity Trust.

Waterfall of Sale

Pursuant to Section 3.3 of the IMPSA Equity Trust, any Consideration received by the Trustee in connection with a Sale, shall be applied by the Trustee in the following order (the “Waterfall of Sale”):
First: to satisfy any Transaction Costs (as defined below);
Second: the remaining net proceeds of such Sale (after deducting the Transaction Costs from the Consideration as set forth in paragraph (a) above) (the “Net Distributable Consideration”) shall be paid pro rata to the Beneficiaries and the Original Shareholders as follows (subject to the provisions of paragraph 2(c) below in case of Sales comprising less than 100% of the Shares):
to each of the Beneficiaries, based on their respective Pro-Rata Percentage, an amount equal to 65% of the Net Distributable Consideration; and
to the Original Shareholders, pro rata based on the detail set forth in Schedule 1 of the IMPSA Equity Trust, an amount equal to 35% of the Net Distributable Consideration (the "Original Shareholders’ Compensation").
The Waterfall of Sale described in paragraph 1 above shall be subject to the following:

(a) The payment to the Original Shareholders of the Original Shareholders’ Compensation will be subject to the Minimum Compensation (as defined below), only in case the Sale comprises Original Shareholders’ Shares;

(b) Any payment received by the Beneficiaries as Consideration for the Sale of the Trust Shares shall not affect or otherwise reduce the amounts owed under the New Debt Facilities; and

(c) In case of a Sale comprising less than 100% of the Shares, the amount of Original Shareholders’ Compensation actually payable to the Original Shareholders shall be the pro rata portion thereof corresponding to the percentage of Original Shareholders’ Shares that are effectively sold in the relevant Sale, if any. For the avoidance of doubt, the Transaction Costs shall be covered with the proceeds of the Sale or paid by the Proposed Buyer prior to the calculation of the Net Distributable Consideration.

Notwithstanding the foregoing, if the amount of the Original Shareholders’ Compensation as determined per paragraph (b)(ii) of Section 1 of this Schedule is less than the Minimum Compensation, then the Original Shareholders shall be entitled to receive, as full consideration for the Sale of the Original Shareholders’ Shares, a total amount equal to the Minimum Compensation, on substantially identical terms and conditions (including currency, payment domicile and other terms) as each payment received by the Trustee in connection with the relevant Sale in respect of the Trust Shares (including, if applicable, the payment terms and conditions of any restructuring of the New Debt Facilities, reflecting the tranching of the unsecured New Debt Facilities), it being understood that, in the event that in connection with or prior to the relevant Sale the Existing Debt is further discounted from the Restructured Amount, the Minimum Consideration payable to the Original Shareholders will be decreased proportionally to such further discounting, and it being further understood that, if payment to the Beneficiaries of their pro-rata share of the Net Distributable Consideration calculated in accordance with paragraph (b)(ii) of Section 1 of this Schedule is to be made by IMPSA, any payment to the Original Shareholders shall be made at the same time and subject to the same terms as the payments to be made by IMPSA of the relevant pro-rata portion of the New Debt Facilities, so that no amount of the Minimum Compensation shall be payable in cash in any event by the Beneficiaries. Notwithstanding the foregoing, in case of a Sale comprising less than 100% of the Shares, the amount of Minimum Compensation actually payable to the Original Shareholders shall be the pro rata portion thereof corresponding to the percentage of Original Shareholders’ Shares that are sold in the relevant Sale.
Notwithstanding anything in this Schedule to the contrary, in case of any material breach by any of the Original Shareholders (including Venti and Magna Power) of its representations and warranties included in Section 11.3 of the IMPSA Equity Trust or of their covenants included in Article XII thereof, the amount of any Damages resulting from such breach shall be deducted, Dollar by Dollar, from the amount of the Original Shareholders’ Compensation as determined per paragraph (b)(ii) of Section 1 of this Schedule (or from the Minimum Compensation, as the case may be), as set forth in, and subject to the terms of, Section 11.5 of the IMPSA Equity Trust.
For the purposes hereof:

Unless otherwise described herein, any capitalized term not defined in this Schedule or in the Loan Agreement, shall have the meaning ascribed to it in the IMPSA Equity Trust; and

"Minimum Compensation" shall mean (A) ten million Dollars (US$ 10,000,000) minus (B) the pro-rata allocation of the Transaction Costs corresponding to the Original Shareholders (based on the total number of Original Shareholders’ Shares included in the relevant Sale over the total number of Shares included in such Sale).

“Transaction Costs” shall mean any and all taxes and transaction costs and expenses (including the fees, costs and expenses of the Financial Advisor and other transaction advisors) incurred directly to effect the Sale or otherwise in connection with the Sale Process.

“Restructured Amount” shall mean the aggregate amount of the face value of the New Discount Debt Facilities (as defined in the APE) and the Par Debt Facilities NPV (as defined in the APE), in the case of the New Par Debt Facilities (as defined in the APE).

EXHIBIT K

FORM OF CORPORATE GOVERNANCE AGREEMENT

EXHIBIT L

PERMITTED INDEBTEDNESS CONDITIONS

(a) Neither the Company nor any Restricted Subsidiary may Incur any Indebtedness unless (i) such Indebtedness is contemplated in the Annual Business Plan (including an authorized deviation of up to 10% on the amount of Indebtedness contemplated therein), and (ii) no Default shall have occurred and be continuing at the time of such incurrence or would occur immediately after giving effect thereto.

(b) Notwithstanding subclause (a)(i) of this Exhibit (but subject to subclause (a)(ii) of this Exhibit), the Company or any other Restricted Subsidiary may incur the following Indebtedness:

(i) intercompany Indebtedness of (A) the Company owed to any of the Restricted Subsidiaries, or (B) any Restricted Subsidiary owed to the Company or to another Restricted Subsidiary and evidenced in an unsubordinated promissory note; provided that any subsequent issuance or transfer of Capital Stock or any other event that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary and any sale or other transfer of any such Indebtedness to a Person that is neither the Company nor a Restricted Subsidiary will be deemed, in each case, to constitute the incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, on the date of such issuance or transfer;

(ii) Indebtedness (A) outstanding on the Issue Date, or (B) consisting of Refinancing Indebtedness Incurred in respect of any Indebtedness described in this subclause (b)(ii) or subclause (b)(iii) of this Exhibit 4;

(iii) Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Restricted Subsidiary was acquired by, or merged into, the Company or any Restricted Subsidiary (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Subsidiary of, or was otherwise acquired by, or merged into the Company or any Restricted Subsidiary or otherwise in connection with, or in contemplation of, such acquisition or merger);

(iv) Hedging Obligations of the Company or any Restricted Subsidiary in the ordinary course of business or directly related to the Notes for the purpose of fixing or hedging interest rate risk or currency fluctuations or the price of commodities, and, in each case, not for speculative purposes; provided that to the extent such Hedging Obligations increase the Indebtedness of the Company or any Restricted Subsidiary outstanding at any time other than as a result of fluctuations in foreign currency exchange rates, interest rates or the prices of commodities, such increased amount of Indebtedness shall be Indebtedness which is not permitted to be Incurred pursuant to this subclause (b)(iv);

(v) customer deposits and advance payments received from customers for goods and services in the ordinary course of business;

(vi) Indebtedness in respect of bankers' acceptances, deposits, promissory notes, letters of credit, self-insurance obligations, surety, appeal or similar bonds provided by the Company or any Restricted Subsidiary in the ordinary course of business;

(vii) Subordinated Obligations;

(viii) Indebtedness in an aggregate principal amount not exceeding fifty million Dollars ($50,000,000) (or the equivalent thereof in other currencies) outstanding at any time to finance the cost (including capitalized interest) of construction, acquisition, improvement and development of real property or other assets in connection with a Pipeline Project or Supply Project; and

(ix) short-term Indebtedness of the Company or any Restricted Subsidiary Incurred in the ordinary course of business pursuant to any working capital facility in an aggregate principal amount outstanding not exceeding twenty five million Dollars ($25,000,000) (or the equivalent thereof in other currencies) at any time on or after the Issue Effective Date.

(c) Notwithstanding the foregoing, neither the Company nor any Restricted Subsidiary may Incur any Indebtedness pursuant to clause (b) of this Exhibit if the proceeds thereof are used, directly or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations, unless 100% of such Indebtedness will be subordinated to the Notes to at least the same extent as such Subordinated Obligations being repaid, prepaid, defeased, retired, refunded or refinanced. Indebtedness which is unsecured shall not be deemed subordinated to secured Indebtedness solely by virtue of its being unsecured.

(d) Notwithstanding any other provision of this covenant, the accrual of interest, accrual of dividends, and the payment of dividends in the form of additional shares of Capital Stock other than Disqualified Stock, as the case may be, will not be deemed to be an Incurrence of Indebtedness for purposes of this Exhibit.

(e) Notwithstanding any other provision of this Exhibit, the Company will not permit any Unrestricted Subsidiary to Incur any Indebtedness other than Non-Recourse Debt. If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be Incurred as of such date (and, if such Indebtedness is not permitted to be Incurred as of such date under this Exhibit, the Company shall be in default of the conditions set out in this Exhibit).

(f) For purposes of determining compliance with any Dollar denominated restriction on the Incurrence of Indebtedness, the Dollar equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate determined on the date of Incurrence, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness. The principal amount of any Indebtedness Incurred to Refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being Refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated calculated based on the relevant currency exchange rates as calculated in the first sentence of this paragraph.

(g) Notwithstanding any other provision of this Exhibit, for purposes of determining any particular amount of Indebtedness under this Exhibit, (i) Contingent Obligations represented by performance guarantees, bid bonds, advance payment bonds or similar obligations entered into in the ordinary course of business in connection with bids, tenders, advance payments and awarded contracts shall not be included unless the beneficiary of such performance guarantees, bid bond, advance payment bond or similar obligation shall have made a demand on the Company or any Restricted Subsidiary to pay and/or perform the obligations so guaranteed or secured and the Company or such Restricted Subsidiary shall have failed to pay or perform such obligations, or such beneficiary shall have otherwise commenced action to enforce or realize upon such guarantee or bond, in which case and at such time all obligations so guaranteed or secured thereby (including any related Indebtedness owed to such beneficiary) shall be included in the determination of the amount of Indebtedness, and (ii) the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may Incur pursuant to this Exhibit shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely as a result of fluctuations in the exchange rate of currencies.

(h) For purposes of determining compliance with this Exhibit, in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described in the above clauses, the Company, in its sole discretion, shall classify such item of Indebtedness and only be required to include the amount and type of such Indebtedness in one of such clauses.

For the purposes of this Exhibit4, the following terms shall have the following meanings:

"Non-Recourse Debt" means Indebtedness of any Person: (a) as to which none of the Restricted Subsidiaries (i) provides any guarantee or credit support of any kind (including any undertaking, guarantee, indemnity agreement or instrument that would constitute Indebtedness), or (ii) is directly or indirectly liable (as a guarantor or otherwise), in each case other than contingent claims of such Person against any Restricted Subsidiary for the performance of agreements contemplating the delivery of goods and services to such Person in the ordinary course of business, (b) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Indebtedness of any Restricted Subsidiary to declare a default under such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity, and (c) the explicit terms of which provide there is no recourse against any of the assets of any Restricted Subsidiary (other than contingent claims of such Person against any Restricted Subsidiary for the performance of agreements contemplating the delivery of goods and services to such Person in the ordinary course of business).

"Refinance" means, in respect of any Indebtedness, to refinance, extend (including pursuant to any defeasance or discharge mechanism), renew, refund, repay, replace, prepay, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness. "Refinanced" and "Refinancing" shall have correlative meanings.

"Refinancing Indebtedness"means Indebtedness of the Company or a Restricted Subsidiary issued to Refinance any other Indebtedness of IMPSA or a Restricted Subsidiary, respectively, 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 accrued and unpaid interest thereon, any premium paid to the holders of such Indebtedness being refinanced and the amount of any reasonable fees and expenses payable by the Company or a Restricted Subsidiary in connection with such Refinancing; and
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;
2. a final maturity that is equal to or later than the final maturity of the Indebtedness being Refinanced; and

if the Indebtedness being Refinanced is Subordinated Obligations, then such Refinancing Indebtedness shall be subordinate to the Loans, if applicable, at least to the same extent and in the same manner as the Indebtedness being Refinanced.

"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 sum of the products obtained by multiplying:
2. 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
3. the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment;

1. the then outstanding aggregate principal amount or liquidation preference, as the case may be, of such Indebtedness.

EXHIBIT M

EXISTING LIENS

IMPSA S.A.

(formerly, INDUSTRIAS METALURGICAS PESCARMONA S.A.I.C. y F.)

as Issuer,

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee, Registrar, Paying Agent, and Transfer Agent,

BANCO COMAFI S.A.,

As Local Registrar, Local Paying Agent and Local Transfer Agent

DISCOUNT SENIOR NOTES DUE 2025

INDENTURE

Dated as of [●], 2018

US$ [●]

Number range CHAPTERTHIS INDENTURE, dated as of [●], 2018 (the “Indenture”), among IMPSA S.A. (formerly, INDUSTRIAS METALURGICAS PESCARMONA S.A.I.C. y F.) (the “Company”, the “Issuer” or “IMPSA”), a sociedad anónima industrial, comercial y financiera organized under the laws of the Republic of Argentina, Deutsche Bank Trust Company Americas (the “Trustee”), as Trustee, Registrar, Paying Agent, and Transfer Agent, and Banco Comafi S.A. as Local Registrar, Local Paying Agent and Local Transfer Agent.

W I T N E S S E T H:

WHEREAS, WPE International Coöperatief U.A., a cooperative organized under the laws of the Netherlands (the “Issuer”) issued its 10.375% SENIOR NOTES DUE 2020 (the “Original Notes”), pursuant to an Indenture dated September 30, 2010 as amended and restated on December 27, 2013 (the “Original Indenture”). The Original Notes were guaranteed by (a) Venti S.A., a sociedad anónima currently organized under the laws of the Republic of Argentina (“Venti”), (b) IMPSA (the “IMPSA Guarantee”), and (c) Wind Power Energía S.A. (“WPE”), a sociedade anônima under the laws of the Federative Republic of Brazil (the “WPE Guarantee”).

WHEREAS, following a corporate restructuring of IMPSA, IMPSA and WPE became under the control of Venti, which in turn is controlled by the Original Shareholders (as defined below).

WHEREAS, on December 27, 2013, Venti became a guarantor of the Original Notes (the "Venti Guarantee" and, together with the IMPSA Guarantee and the WPE Guarantee, the “Guarantees”).

WHEREAS, the Issuer defaulted its payment obligations under the Original Notes, and IMPSA, WPE and Venti defaulted their obligations under the Guarantees with respect thereto;

WHEREAS, both the Company and Venti have each executed an out-of-court debt restructuring agreement (in Spanish, "acuerdo preventivo extrajudicial") attached as Exhibit F (each, an "APE") with a majority of their creditors (including the holders of the Original Notes) representing more than 2/3 of the Existing Debt (as defined below), and such APEs have been duly confirmed by the Court (as defined below) on October 2, 2017 and October 3, 2017, respectively, in accordance with applicable laws in Argentina, thus becoming binding on all Eligible Creditors (as defined below) in accordance with its terms;

WHEREAS, in accordance with the APEs, the Company has agreed to issue the Notes and, as a result thereof (a) the Company’s obligations as regards the IMPSA Guarantee and Venti’s obligations under the Venti Guarantee shall be replaced by the Notes, which in the aggregate, shall represent the total amount owed by the Company hereunder, each on and subject to the terms and conditions set forth in this Indenture, and (b) the Issuer’s obligations under the Original Notes, IMPSA’s obligations under the IMPSA Guarantee and Venti’s obligations under the Venti Guarantee shall be discharged in full, without prejudice to the rights of the holders of the Original Notes pursuant to Section 5.3 of the APE; provided, however, that the holders of the Original Notes will maintain their rights against WPE under the WPE Guarantee as provided in the APE; and

WHEREAS, in order to provide, among other things, for the authentication, delivery and administration of the Notes, the Company has duly authorized the execution and delivery of this Indenture.

GENERAL

Definitions

"Accounting Principles" means IFRS.

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

“Agent” has the meaning set forth in Section 1.3hereof.

“Agent Members” has the meaning assigned to it in Section 2.8(b).

"Annual Business Plan" means the annual business plan of the Company approved by the Board of Directors for each Financial Year in accordance with the Corporate Governance Agreement.

"APE" has the meaning assigned to that term in the recitals hereto, and includes any resolution of the Courts in relation thereto.

"Applicable Exchange Rate" the seller exchange rate informed by Banco de la Nación Argentina.

(b) all or substantially all the assets of any division or line of business of the Company or any Restricted Subsidiary; or

(c) any other assets of the Company or any Restricted Subsidiary, outside of the ordinary course of business of the Company or such Restricted Subsidiary;

provided that Asset Disposition will not include:

(i) a disposition by a Restricted Subsidiary to another Restricted Subsidiary, including to a Person that is or will become a Restricted Subsidiary immediately after the disposition;

(ii) a disposition of assets with a Fair Market Value of less than U.S.$3.0 million (or the then equivalent thereof in other currencies);

(iii) an expenditure of Cash or liquidation of Cash Equivalents or disposition of Temporary Cash Investments or goods held for sale and assets sold in the ordinary course of business; or

“Authenticating Agent” has the meaning assigned to it in Section 2.3(d).

"Board" or "Board of Directors" means the board of directors of IMPSA, unless the context indicates otherwise.

(a) that cash is repayable on demand;

(b) repayment of that cash is not contingent on the prior discharge of any other indebtedness of the Company or of any other Person whatsoever or on the satisfaction of any other condition;

(d) that cash is freely and immediately available to be applied in accordance with the terms hereof.

“Clearstream” means Clearstream Banking, société anonyme.

“Contingent Recovery Payments” means any amounts received by the Trustee arising from (i) the Residual Claim Against WPE, and (ii) any distribution made by the Equity Trustee to the Holders as beneficiaries of the IMPSA Equity Trust in accordance with its terms, including in connection with a total or partial sale of shares of IMPSA as provided in the Trusts, as a result of a Company Distribution (as defined in the Trusts) or otherwise.