Terms Announcement

NOT FOR DISTRIBUTION IN ANY JURISDICTION IN WHICH THE MAKING OF THE EXCHANGE OFFER AND THE CONSENT SOLICITATION WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. NOT FOR GENERAL DISTRIBUTION IN THE UNITED STATES. NOT FOR DISTRIBUTION IN ITALY, CANADA, AUSTRALIA AND JAPAN

19 April 2010

MHP S.A. ANNOUNCES THE TERMS RELATING TO AN OFFER TO EXCHANGE ANY AND ALL OF ITS EXISTING OUTSTANDING U.S.$250,000,000 10.25% SENIOR NOTES DUE 2011 FOR NEW DOLLAR-DENOMINATED SENIOR NOTES DUE 2015

On 12 April 2010, MHP S.A. (the "Issuer") announced its offer to exchange any and all of its existing outstanding U.S.$250,000,000 10.25% Senior Notes due 2011 (ISIN: USL6366MAA10/US55302TAA34) (the "Existing Notes") for new dollar-denominated Senior Notes due 2015 (ISIN: USL6366MAB92/US55302TAB17) (the "Exchange Notes") (the "Exchange Offer").

The Exchange Notes will have the following terms:

Interest Rate: 10.25% per annum.

Maturity date: 29 April 2015

Interest Payment Dates: Interest on the Exchange Notes will be payable semi-annually in arrears on 29 April and 29 October, commencing on 29 October 2010, to holders of record on the immediately preceding 14 April and 14 October, respectively.

Optional Redemption: At any time prior to 29 April 2013, the Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture at a redemption price of 110.25% (principal amount plus coupon) of the principal amount, plus accrued and unpaid interest to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that:

·; at least 65% of the aggregate principal amount of the Notes (excluding Notes held by the Issuer and its Affiliates) remains outstanding immediately after the occurrence of such redemption; and

·; the redemption occurs within 90 days of the date of the closing of such Equity Offering.

Reg S Common Code: 050290832

Rule 144A Common Code: 050290883

The Exchange Offer and the Consent Solicitation

On the terms and subject to the conditions set forth in an Exchange Offer Memorandum, the Issuer will accept for exchange in the Exchange Offer any and all Existing Notes that are validly tendered into the Exchange Offer on or prior to 5:00 p.m. (New York time) / 10:00 p.m. (London time) on Wednesday 21 April 2010 (the "Withdrawal Deadline") and not properly withdrawn, and thereafter, on or prior to the Expiration Date, which is expected to be, subject to extension, at 5:00 p.m. (New York time) / 10:00 p.m. (London time) on Monday 10 May 2010 (the "Expiration Date"). The Early Participation Results Announcement will occur at or around 4:00 a.m. (New York time) / 9:00 a.m. (London time) on Thursday 22 April. The Issuer expects to settle Existing Notes tendered in the Exchange Offer on or prior to the Withdrawal Deadline on Thursday 29 April 2010 (the "Early Settlement Date"). The Issuer expects to settle Existing Notes tendered in the Exchange Offer after the Withdrawal Deadline but on or prior to the Expiration Date on Thursday 13 May 2010 (the "Final Settlement Date").

Set forth below is the principal amount of Exchange Notes (the "Offer Price"), payable per U.S.$1,000 principal amount (at issuance) of Existing Notes tendered into the Exchange Offer.

In conjunction with the Exchange Offer, the Issuer is soliciting consents from holders of the Existing Notes (the "Consents") to amend important provisions governing the Existing Notes (the "Proposed Amendments"). The effect of the Proposed Amendments will harmonise the terms of the Existing Notes indenture with the terms of the Notes indenture.

By tendering your Existing Notes you will be consenting to the Proposed Amendments. You will not receive any fee in cash for your Consent, and you hereby agree that by tendering your notes, the exchange ratio set forth in the table above includes a deemed consent fee.

In addition, the Issuer is soliciting consents from holders wishing to tender consents but who do not choose to participate in the Exchange Offer. Holders who tender their Consents prior to the Consent Deadline (which is the same as the Withdrawal Deadline for the Exchange Offer) but who do not tender Existing Notes into the Exchange Offer will receive a fee equal to U.S.$5 per U.S.$1,000 held by such holder.

Procedures for Consenting to the Proposed Amendments without Tendering Existing Notes

Consents to the Proposed Amendments for Existing Notes may not be transmitted by means of DTC's Automated Tender Offer Program system ("ATOP"). If you wish to participate in the Consent Solicitation but not tender your notes in the Exchange Offer, you must complete and sign a Consent Letter (which can be obtained from the Information Agent) and mail or deliver it to the Information Agent pursuant to the procedures set forth in the Supplement to the Exchange Offer Memorandum before the Withdrawal Deadline (which will also be the record date for the Consent Solicitation). In order to meet this deadline, custodians and clearing systems may require you to act on a date prior to the Withdrawal Deadline. Additionally, they may require further information in order to process all requests to consent. Holders are urged to contact their custodians and clearing systems as soon as possible to ensure compliance with their procedures and deadlines.

Your Consent may be revoked by you, or on your behalf, only in the circumstances described in the Exchange Offer Memorandum under "Withdrawal Rights" by submitting a written instruction to the Information Agent on or prior to the Withdrawal Deadline. If you wish to revoke your Consent, you should contact the Information Agent at the address or telephone number set forth on the front cover and back cover pages of the attached Consent Letter and on the back cover page of the Exchange Offer Memorandum to ascertain the appropriate procedures for revocation of Consents.

Additional Information

The Exchange Offer is made on the terms and subject to the conditions set out in the Exchange Offer Memorandum dated 12 April 2010. Copies of the Exchange Offer Memorandum can be obtained from D.F. King at the e-mail address or telephone number below upon written or email confirmation that the requesting party is (a)(i) a holder of Existing Notes, (ii) either (A) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933, as amended (the "the Securities Act") or (B) outside the United States (as defined in Rule 902 under the Securities Act), and (iii) not a person to whom it is unlawful to send the Exchange Offer Memorandum or to make an invitation under the Exchange offer and/or the Consent Solicitation under applicable laws; and (b) consents to delivery by electronic transmission. Capitalised terms used and not otherwise defined in this announcement have the meaning given in the Exchange Offer Memorandum.

Eligible Holders of the Existing Notes are advised to read carefully the Exchange Offer Memorandum for full details of and information on the procedures for participating in the Exchange Offer and Consent Solicitation. Subject to applicable law and as provided in the relevant Exchange Offer Memorandum, the Issuer may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate the Exchange Offer and Consent Solicitation at any time.

The Dealer Managers

The Exchange and Information Agent

D.F. King & Co., Inc.

48 Wall Street-22nd Floor

New York, New York 10005

e-mail: [email protected] Banks and Brokers call: +1 212 269 5550

All others call toll-free: +1 800 829 6551

Outside the United States call: +44 207 920 9700

By Facsimile (for eligible institutions only): +1 212 809 8838

Notice to Investors in Certain Jurisdictions

EEA Persons Eligible to Participate in the Exchange Offer

Notwithstanding any statement to the contrary in the Exchange Offer Memorandum, Holders of the Existing Notes located in a Member State of the European Economic Area (the "EEA") may only participate in the Exchange Offer if they are:

(i) "qualified investors" (within the meaning of Directive 2003/71/EC of the European Parliament and of the Council of November 4, 2003 (the "Prospectus Directive")), and

(ii) not located or resident in Italy;

in each case pursuant to an exemption from the requirement to publish a prospectus for offers of securities set forth in Article 3(2) of the Prospectus Directive, and in accordance with Regulation S under the Securities Act. Any Holder of Existing Notes located in a Member State of the EEA that does not fall within the restrictions mentioned in the immediately preceding sentence will not be permitted to participate in the Exchange Offer.

Cyprus

No offering material has been or will be submitted to the approval of the Cyprus Securities and Exchange Commission in connection with the offering of the Exchange Notes, and consequently the Exchange Notes will not be offered, advertised, distributed, marketed or sold, whether directly or indirectly, to the public in Cyprus, nor any offering material and any disclosure statements or information therein relating to the Exchange Notes will be released, issued, published, communicated, advertised or disseminated to the public in Cyprus.

The Exchange Notes may be offered, marketed or sold in Cyprus if addressed or sold to professional investors or in circumstances where the offer, marketing or sale of the exchange consideration is permitted under the Cyprus national law implementing the Prospectus Directive (Public Offer and Prospectus Law, No. 114 (I) of 2005) and Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 (Investment Services and Activities and Regulated Markets Law, No. 144 (I) of 2007).

Neither the Preliminary Offering Memorandum nor the Exchange Offer Memorandum constitute investment advice or a recommendation under Cyprus law, nor do they constitute an offer of securities in Cyprus, they are not intended to be and must not be distributed to the information distribution channels or the public in Cyprus, nor (when distributed by a duly licensed investment firm established or operating through a branch in Cyprus) to any person in Cyprus other than a "professional client" as defined in the Law on Investment Services and Activities and Regulated Markets (Law No. 144 (I) 2007).

The material and disclosure statements may not be used for solicitation purposes for or in connection with the acquisition of the Exchange Notes in circumstances under which is unlawful under Cyprus laws to make such an offer or solicitation.

France

The Offering and the Exchange Offer and Consent Solicitation are not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither the Preliminary Offering Memorandum, the Exchange Offer Memorandum nor any other documents or materials relating to the Offering or the Exchange Offer and Consent Solicitation have been or will be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties, (ii) qualified investors (investisseurs qualifiés), provided that such qualified investors act for their own account, and (iii) fewer than 100 individual investors other than qualified investors, provided that such individual investors act for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2, D.411-1 through D.411-4, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code Monétaire et Financier, are eligible to participate in the Offering or the Exchange Offer and Consent Solicitation. Neither the Preliminary Offering Memorandum nor the Exchange Offer Memorandum have been or will be submitted to or approved by the Autorité des Marchés Financiers. Any direct or indirect resale or reoffering of the Exchange Notes to the public in France shall not be made other than in compliance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L.621-8-3 of the French Code Monétaire et Financier.

Italy

The Offering and the Exchange Offer and Consent Solicitation are not being made in the Republic of Italy ("Italy"). The Offering, the Preliminary Offering Memorandum, the Exchange Offer and the Exchange Offer Memorandum have not been submitted to the clearance procedure of the Commissione Nazionale per le Societá e la Borsa ("CONSOB") pursuant to Italian laws and regulations. Accordingly, holders of Existing Notes are notified that, to the extent such holders are located or resident in Italy, the Exchange Offer and the Consent Solicitation are not available to them and they may not exchange Existing Notes for Exchange Notes in the Exchange Offer, nor may the Exchange Notes be offered, sold or delivered in Italy and, as such, any instructions received from or on behalf of such persons will be ineffective and void, and neither the Preliminary Offering Memorandum, the Exchange Offer Memorandum nor any other documents or materials relating to the Offering, the Exchange Offer, the Existing Notes or the Exchange Notes may be distributed or made available in Italy.

Grand Duchy of Luxembourg

The Offering and the Exchange Offer and Consent Solicitation do not constitute an offer or sale of Exchange Notes to the public in the Grand Duchy of Luxembourg, directly or indirectly, and neither the Preliminary Offering Memorandum, the Exchange Offer Memorandum nor any offering circular, prospectus, form of application, advertisement, communication or other material may be distributed, or otherwise made available in, or from or published in, Luxembourg, except in circumstances which do not constitute an offer of securities to the public pursuant to the provisions of the Luxembourg act dated 10 July 2005 relating to prospectuses for securities

Switzerland

The Exchange Notes may not be publicly offered, sold or advertised, directly or indirectly, in or from Switzerland. Neither the Preliminary Offering Memorandum, the Exchange Offer Memorandum nor any other offering or marketing material relating to the Issuer or the Exchange Notes constitutes a prospectus, as that term is understood pursuant to article 652a or 1156 of the Swiss Federal Code of Obligations, and neither the Preliminary Offering Memorandum, the Exchange Offer Memorandum nor any other offering material relating to the Issuer or the Exchange Notes may be publicly distributed or otherwise made publicly available in Switzerland. No application has been made, and no application will be made, for a listing of the Exchange Notes on the SIX Swiss Exchange, and consequently, the information presented in the Preliminary Offering Memorandum or the Exchange Offer Memorandum does not necessarily comply with the information standards set out in the relevant listing rules of the SIX Swiss Exchange. The Exchange Notes have not been registered, and are not going to be registered, with the Swiss Federal Banking Commission as foreign investment funds, and the investor protection afforded to acquirers of investment fund certificates does not extend to acquirers of the Exchange Notes.

United Kingdom

The communication of the Preliminary Offering Memorandum, the Exchange Offer Memorandum and any other documents or materials relating to the Offering or the Exchange Offer and Consent Solicitation is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom, and are only for circulation to persons outside the United Kingdom or to persons within the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")) or within Article 43(2) of the Order, or to other persons to whom they may lawfully be communicated in accordance with the Order.

United States

The Exchange Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state of the United States or other jurisdiction. Accordingly, the Exchange Notes may not be offered or sold absent registration under the Securities Act or an exemption therefrom. There will be no public offering of the Exchange Notes in the United States. The Exchange Offer and Consent Solicitation and the Offering are being made in the United States only to qualified institutional buyers as defined in Rule 144A under the Securities Act.

Canada, Australia and Japan

The Offering and the Exchange Offer and Consent Solicitation are not being made, directly or indirectly, in Canada, Australia or Japan. The Exchange Notes may not be offered, sold, exchanged or delivered in Canada, Australia or Japan. The Preliminary Offering Memorandum, the Exchange Offer Memorandum or any other material relating to the Offering or the Exchange Offer and Consent Solicitation may not be distributed in Canada, Australia or Japan.

Stabilisation/FSA