Common use of Limitation on Sale of Certain Assets Clause in Contracts

Limitation on Sale of Certain Assets. (a) The Guarantor and the Issuer shall not, and shall not permit any Restricted Group Member to, consummate an Asset Sale unless: (i) the Guarantor (or the Issuer or a Restricted Group Member, as the case may be) receives consideration at least equal to the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and (ii) at least 75% of the consideration received in the Asset Sale by the Guarantor, the Issuer or such Restricted Group Member is in the form of (A) cash, (B) Cash Equivalents, (C) any Designated Non-cash Consideration received by the Guarantor, the Issuer or any Restricted Group Member having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received from any Asset Sale that is at any one time outstanding, not to exceed the greater of €37.5 million and 2.5% of Consolidated Total Assets (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) or (D) any combination thereof. For purposes of this provision, each of the following shall be deemed to be cash: (A) any liabilities, as shown on the Guarantor's most recent consolidated balance sheet, of the Guarantor, the Issuer or any Restricted Group Member (other than contingent liabilities, liabilities that are by their terms subordinated to the Notes or to any Guarantee of the Notes and liabilities secured with a Lien that is junior to the Liens on the Collateral securing the Notes or the Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation or similar agreement that releases the Guarantor, the Issuer or such Restricted Group Member from further liability; (B) any securities, notes or other obligations received by the Guarantor, the Issuer or any such Restricted Group Member from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Guarantor, the Issuer or such Restricted Group Member into cash, to the extent of the cash received in that conversion; and (C) the principal amount of any Debt of any Restricted Group Member, that ceases to be a Restricted Group Member as a result of such Asset Sale (other than intercompany debt owed to the Guarantor, the Issuer or any such Restricted Group Member), to the extent that the Guarantor, the Issuer and each other Restricted Group Member are released from any guarantee of payment of the principal amount of such Debt or any primary obligation thereunder in connection with such Asset Sale. (b) Within 395 days after the receipt of any Net Proceeds from an Asset Sale, the Guarantor may apply those Net Proceeds at its option: (i) to permanently repay or prepay any then outstanding (A) revolving or term Debt of the Issuer or the Guarantor which ranks pari passu with or senior to the Notes or is a secured by a lien ranking pari passu with or senior to the Notes (and to effect a corresponding commitment reduction thereunder) at a purchase price equal to 100% of the principal outstanding amount of such Debt plus accrued and unpaid interest, provided that the Issuer shall make an offer to purchase from all holders of Notes on a pro rata basis the Notes at an offer price equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cash) (B) the Notes pursuant to an offer, on a pro rata basis, to all holders of Notes at a purchase price equal to the price specified in the optional redemption provisions of paragraph 6 of the applicable Note or (C) Debt of a Restricted Group Member; (ii) to acquire other long-term assets, including Capital Stock of a Person engaged in a Permitted Business, that are used or useful in the business of the Restricted Group Members; (iii) to make a capital expenditure; (iv) invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Group Member with Net Proceeds received by another Restricted Group Member); (v) reinvest in the Capital Stock of a Permitted Business; or (vi) any combination of the foregoing; provided that in the case of clauses (ii), (iii), (iv) and (v) above, any such acquisition, expenditure or investment in or commitment to invest in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of the Issuer that is executed or approved within such 395 days will satisfy this requirement, so long as such investment is consummated within 180 days of such 395th day or within 180 days thereafter. (c) Pending the final application of any Net Proceeds, the Guarantor may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute “Excess Proceeds”. (d) When the aggregate amount of Excess Proceeds exceeds €25.0 million, the Guarantor or the Issuer shall make an offer to purchase (an “Asset Sale Offer”) from all holders of Notes, to the extent required by the terms thereof, at the maximum principal amount of Notes and such other Pari Passu Debt, respectively, that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer shall be with respect to offers to purchase the Notes or other Pari Passu Debt, equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Guarantor may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other Pari Passu Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other Pari Passu Debt to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (e) The Issuer and the Guarantor shall comply with the requirements of any securities laws and the regulations thereunder (including Rule 14e-1 under the Exchange Act) to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Issuer and the Guarantor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Asset Sale provisions of this Indenture by virtue of such conflict.

Limitation on Sale of Certain Assets. (a) The Guarantor and the Issuer shall not, and shall not permit any Restricted Group Member Subsidiary to, consummate an any Asset Sale unless: (i) the Guarantor (or consideration the Issuer or a such Restricted Group Member, as the case may be) Subsidiary receives consideration at least equal to for such Asset Sale is not less than the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; andsold; (ii) at least 75% of the consideration received in the Asset Sale by the Guarantor, the Issuer or such Restricted Group Member is Subsidiary receives in the form respect of such Asset Sale consists of (A) cash, cash (B) Cash Equivalents, (C) including any Designated Non-cash Consideration received by the Guarantor, the Issuer or any Restricted Group Member having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration Net Proceeds received from any the conversion within 60 days of such Asset Sale that is at any one time outstanding, not to exceed the greater of €37.5 million and 2.5% of Consolidated Total Assets (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) or (D) any combination thereof. For purposes of this provision, each of the following shall be deemed to be cash: (A) any liabilities, as shown on the Guarantor's most recent consolidated balance sheet, of the Guarantor, the Issuer or any Restricted Group Member (other than contingent liabilities, liabilities that are by their terms subordinated to the Notes or to any Guarantee of the Notes and liabilities secured with a Lien that is junior to the Liens on the Collateral securing the Notes or the Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation or similar agreement that releases the Guarantor, the Issuer or such Restricted Group Member from further liability; (B) any securities, notes or other obligations received by the Guarantor, the Issuer or any in consideration of such Restricted Group Member from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Guarantor, the Issuer or such Restricted Group Member into cash, to the extent of the cash received in that conversionAsset Sale); and (B) Cash Equivalents; (C) the principal amount assumption by the purchaser of any (x) the Issuer’s Debt or Debt of any Restricted Group Member, that ceases to be Subsidiary (other than Subordinated Debt) as a result of which neither the Issuer nor any of the Restricted Subsidiaries remains obligated in respect of such Debt or (y) Debt of a Restricted Group Member Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale (other than intercompany debt owed to the GuarantorSale, the Issuer or any such Restricted Group Member), to the extent that the Guarantor, if the Issuer and each other Restricted Group Member are Subsidiary is released from any guarantee of payment of the principal amount of such Debt or any primary obligation thereunder in connection with as a result of such Asset Sale; (D) Replacement Assets; or (E) a combination of the consideration specified in clauses (A) to (D); and (iii) the Issuer delivers an Officer’s Certificate to the Trustee certifying that such Asset Sale complies with the provisions described in the foregoing clauses (i) and (ii). (b) Within 395 days after If the receipt of Issuer or any Net Proceeds from Restricted Subsidiary consummates an Asset Sale, the Guarantor may apply those Net Proceeds at its option: of the Asset Sale, within 390 days after the consummation of such Asset Sale, may be used by the Issuer or such Restricted Subsidiary to (i) to permanently repay or prepay any then outstanding (A) revolving or term Debt of the Issuer (other than Subordinated Debt), or the Guarantor which ranks pari passu with or senior to the Notes or is a secured by a lien ranking pari passu with or senior to the Notes any Restricted Subsidiary (and to effect a corresponding commitment reduction thereunder) at a purchase price equal to 100% of the principal outstanding amount of if such Debt plus accrued and unpaid interest, provided that is revolving credit borrowings) owing to a Person other than the Issuer shall make an offer to purchase from all holders of Notes on a pro rata basis the Notes at an offer price equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cash) (B) the Notes pursuant to an offer, on a pro rata basis, to all holders of Notes at a purchase price equal to the price specified in the optional redemption provisions of paragraph 6 of the applicable Note or (C) Debt of a Restricted Group Member; Subsidiary, or (ii) to acquire other long-term assetsinvest in any Replacement Assets, including Capital Stock of a Person engaged in a Permitted Business, that are used or useful in the business of the Restricted Group Members; (iii) to make a capital expenditure; (iv) invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Group Member with Net Proceeds received by another Restricted Group Member); (v) reinvest in the Capital Stock of a Permitted Business; or (vi) any combination of the foregoing; provided that in the case of clauses (ii), (iii), (iv) and (v) above, any such acquisition, expenditure or investment in or commitment to invest in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of the Issuer that is executed or approved within such 395 days will satisfy this requirement, so long as such investment is consummated within 180 days . The amount of such 395th day or within 180 days thereafterNet Proceeds not so used as set forth in this paragraph (b) constitutes “Excess Proceeds. (c) ” Pending the final application of any such Net Proceeds, the Guarantor Issuer may temporarily reduce revolving credit borrowings or otherwise invest the such Net Proceeds in any manner that is not prohibited by the terms of this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute “Excess Proceeds”. (dc) When the aggregate amount of Excess Proceeds exceeds €25.0 $50.0 million, the Guarantor or the Issuer shall shall, within 20 Business Days, make an offer to purchase (an “Asset Sale Excess Proceeds Offer”) from all Holders and from the holders of Notesany Pari Passu Debt, to the extent required by the terms thereof, at on a pro rata basis, in accordance with the procedures set forth in this Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1,000) of the Notes and any such other Pari Passu Debt, respectively, Debt that may be purchased out with the amount of the Excess Proceeds; provided, however, that if an Excess Proceeds Offer to repay or repurchase any Debt of any Restricted Subsidiary of the Issuer is made in accordance with the terms of such Debt, the obligation to permanently reduce Debt of a Restricted Subsidiary will be deemed to be satisfied to the extent of the amount of the Excess Proceeds Offer, whether or not accepted by the holders thereof, and no Excess Proceeds in the amount of such Excess Proceeds Offer will be deemed to exist following such Excess Proceeds Offer. The offer price in as to each Note and any Asset Sale Offer shall be with respect to offers to purchase the Notes or other such Pari Passu Debt, Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the Notes to be purchased case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest and Additional Amountsinterest, if any, to the date of purchase, in each case, payable in cash. If To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds remain after consummation Offer is less than the aggregate amount of an Asset Sale OfferExcess Proceeds, the Guarantor Issuer may use those the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for any purpose general corporate purposes that are not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other any such Pari Passu Debt validly tendered into such Asset Sale Offer and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Trustee shall select the Notes and other any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basisbasis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each Asset Sale such Excess Proceeds Offer, the amount of Excess Proceeds shall will be reset at to zero. (ed) The If the Issuer is obligated to make an Excess Proceeds Offer, the Issuer shall purchase the Notes and Pari Passu Debt, at the Guarantor shall option of the holders thereof, in whole or in part in integral multiples of $1,000, on a date that is not earlier than 30 days and not later than 60 days from the date the notice of the Excess Proceeds Offer is given to such holders, or such later date as may be required under the Exchange Act. If the Issuer is required to make an Excess Proceeds Offer, the Issuer will comply with the requirements of any securities laws and the regulations thereunder (applicable tender offer rules, including Rule 14e-1 under the Exchange Act) to the extent those , and any other applicable securities laws and regulations regulations, including any securities laws of Bermuda and the requirements of any applicable securities exchange on which Notes are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offerthen listed. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this IndentureSection 4.09, the Issuer and the Guarantor shall comply with the applicable such securities laws and regulations and shall will not be deemed to have breached their its obligations under the Asset Sale provisions of described in this Indenture covenant by virtue of such conflictthereof.

Limitation on Sale of Certain Assets. (a) The Guarantor and the Issuer shall not, and shall not permit any Restricted Group Member Subsidiary to, consummate an any Asset Sale unless: (i) the Guarantor (or consideration the Issuer or a such Restricted Group Member, as the case may be) Subsidiary receives consideration at least equal to for such Asset Sale is not less than the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and(as determined in good faith by the Issuer’s Board of Directors); (ii) except in the case of a Permitted Asset Swap, at least 75% of the consideration received in the Asset Sale by the Guarantor, the Issuer or such Restricted Group Member is Subsidiary receives in the form respect of such Asset Sale consists of (A) cashcash (including any Net Cash Proceeds received from the conversion within 90 days of such Asset Sale of securities, notes or other obligations received in consideration of such Asset Sale); (B) Cash Equivalents, ; (C) the assumption by the purchaser of (x) the Issuer’s Debt or Debt of any Restricted Subsidiary (other than Subordinated Debt) as a result of which neither the Issuer nor any of the Restricted Subsidiaries remains obligated in respect of such Debt or (y) Debt of a Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, if the Issuer and each other Restricted Subsidiary is released from any guarantee of such Debt as a result of such Asset Sale; (D) Replacement Assets (including Capital Stock in any entity that holds such Replacement Assets); (E) consideration consisting of Debt of the Issuer or any Guarantor received from Persons who are not the Issuer or any Restricted Subsidiary that is cancelled; (F) Designated Non-cash Consideration received by the Guarantor, the Issuer or any of its Restricted Group Member Subsidiaries in such Asset Sale having an aggregate Fair Market Value, when taken together with all other Designated Non-cash Consideration received from any Asset Sale pursuant to this clause (G) that is at any one that time outstanding, not to exceed the greater of €37.5 (i) £40.0 million and 2.5(ii) 2% of Consolidated Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) ); or (DH) any a combination thereof. For purposes of this provision, each of the following shall be deemed to be cash: consideration specified in clauses (A) any liabilities, as shown on to (G); and (iii) the Guarantor's most recent consolidated balance sheet, of Issuer delivers an Officer’s Certificate to the Guarantor, Trustee certifying that such Asset Sale complies with the provisions described in the foregoing clauses (i) and (ii). (b) If the Issuer or any Restricted Group Member (other than contingent liabilitiesSubsidiary consummates an Asset Sale, liabilities that are the Net Cash Proceeds from such Asset Sale, within 360 days after the consummation of such Asset Sale, may be used by their terms subordinated to the Notes or to any Guarantee of the Notes and liabilities secured with a Lien that is junior to the Liens on the Collateral securing the Notes or the Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation or similar agreement that releases the Guarantor, the Issuer or such Restricted Group Member from further liability; (B) any securities, notes or other obligations received by the Guarantor, the Issuer or any such Restricted Group Member from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Guarantor, the Issuer or such Restricted Group Member into cash, to the extent of the cash received in that conversion; and (C) the principal amount of any Debt of any Restricted Group Member, that ceases to be a Restricted Group Member as a result of such Asset Sale (other than intercompany debt owed to the Guarantor, the Issuer or any such Restricted Group Member), to the extent that the Guarantor, the Issuer and each other Restricted Group Member are released from any guarantee of payment of the principal amount of such Debt or any primary obligation thereunder in connection with such Asset Sale. (b) Within 395 days after the receipt of any Net Proceeds from an Asset Sale, the Guarantor may apply those Net Proceeds at its optionSubsidiary: (i) in the case of Net Cash Proceeds from the sale or other disposition of assets or properties that are part of the Collateral, to (A) permanently repay or prepay (and permanently cancel commitments in respect of any revolving credit facility) outstanding Debt under any Super Senior Liabilities, (B) permanently repay or prepay any then outstanding (A) revolving or term Debt of the Issuer or the Guarantor which ranks pari passu with or senior to the Notes or any Restricted Subsidiary that is not a secured by a lien ranking pari passu with or senior to the Notes (and to effect a corresponding commitment reduction thereunder) at a purchase price equal to 100% of the principal outstanding amount of such Debt plus accrued and unpaid interestGuarantor, provided that the Issuer shall make an offer to purchase from all holders of Notes on a pro rata basis the Notes at an offer price equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cash) (B) the Notes pursuant to an offer, on a pro rata basis, to all holders of Notes at a purchase price equal to the price specified in the optional redemption provisions of paragraph 6 of the applicable Note or (C) Debt of a Restricted Group Member; invest in any Replacement Assets (ii) to acquire other long-term assets, including Capital Stock of a Person engaged in a Permitted Businessany entity that holds such Replacement Assets), that are used or useful in the business of the Restricted Group Members; (iiiD) to make a capital expenditure; expenditure or (iv) invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Group Member with Net Proceeds received by another Restricted Group Member); (v) reinvest in the Capital Stock of a Permitted Business; or (viE) any combination of the foregoing; provided that in the case of clauses clause (iiC), (iii), (iv) and (v) above, any such acquisition, expenditure or investment in or commitment to invest in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of if the Issuer that is executed or approved such Restricted Subsidiary, as the case may be, has entered into a binding commitment in definitive form within such 395 days 360-day period to so apply such Net Cash Proceeds with the good faith expectation that such Net Cash Proceeds will be applied to satisfy this requirement, so long as such investment is consummated commitment within 180 days of such 395th commitment (an “Acceptable Commitment”), such binding commitment shall be treated as a permanent application of such Net Cash Proceeds; provided further that if any Acceptable Commitment is later cancelled or terminated for any reason before such Net Cash Proceeds are applied and after such initial 360-day or within 180 days thereafter.period, then such Net Cash Proceeds shall constitute Excess Proceeds; and (cii) Pending in the final application case of Net Cash Proceeds from the sale or other disposition of assets or properties that are not part of the Collateral, to (A) permanently repay or prepay any then outstanding Debt of the Issuer or any Restricted Subsidiary owing to a Person other than the Issuer or a Restricted Subsidiary, (B) permanently repay or prepay any then outstanding Debt of any Net Proceeds, the Guarantor may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner Restricted Subsidiary that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales a Guarantor, (C) invest in any Replacement Assets (including Capital Stock in any entity that are not applied holds such Replacement Assets), (D) make a capital expenditure or invested as (E) any combination of the foregoing; provided that in the preceding paragraph case of clause (C), if the Issuer or such Restricted Subsidiary, as the case may be, has entered into an Acceptable Commitment, such binding commitment shall be treated as a permanent application of such Net Cash Proceeds; provided further that if any Acceptable Commitment is later cancelled or terminated for any reason before such Net Cash Proceeds are applied and after such initial 360-day period, then such Net Cash Proceeds shall constitute Excess Proceeds. The amount of such Net Cash Proceeds not so used as set forth in this clause (b) constitutes “Excess Proceeds”. (dc) When The Issuer may also at any time, and the Issuer shall within 20 Business Days after the aggregate amount of Excess Proceeds exceeds €£25.0 million, the Guarantor or the Issuer shall make an offer to purchase (an “Asset Sale Excess Proceeds Offer”) from all Holders and from the holders of Notesany Pari Passu Debt (which, in the case of Excess Proceeds which constitute proceeds from the sale or other disposition of Collateral, were secured by a pari passu Lien on such Collateral), to the extent required by the terms thereof, at on a pro rata basis, in accordance with the procedures set forth herein or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of £1) of Notes and any such other Pari Passu Debt, respectively, Debt that may be purchased out with the amount of the Excess Proceeds. The offer price in as to each Note and any Asset Sale Offer shall be with respect to offers to purchase the Notes or other such Pari Passu Debt, Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the Notes to be purchased case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest and Additional Amountsinterest, if any, to the date of purchase, in each case, payable in cash. If To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds remain after consummation Offer is less than the aggregate amount of an Asset Sale OfferExcess Proceeds, the Guarantor Issuer may use those the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for any purpose general corporate purposes that are not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other any such Pari Passu Debt validly tendered into such Asset Sale Offer and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Trustee shall select the Notes and other any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basisbasis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each Asset Sale such Excess Proceeds Offer, the amount of Excess Proceeds shall will be reset at to zero. (ed) The If the Issuer is obligated to make an Excess Proceeds Offer, the Issuer will purchase the Notes and Pari Passu Debt, at the Guarantor shall option of the holders thereof, in whole or in part in integral multiples of £1 on a date that is not earlier than 30 days and not later than 60 days from the date the notice of the Excess Proceeds Offer is given to such holders, or such later date as may be required under the Exchange Act; provided that no Note of less than £59,000 remains outstanding thereafter. If the Issuer is required to make an Excess Proceeds Offer, the Issuer will comply with the requirements of any securities laws and the regulations thereunder (applicable tender offer rules, including Rule 14e-1 under the Exchange Act) to the extent those , and any other applicable securities laws and regulations regulations, including any securities laws of the United Kingdom and the requirements of any applicable securities exchange on which Notes are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offerthen listed. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this IndentureSection 4.09, the Issuer and the Guarantor shall we will comply with the applicable such securities laws and regulations and shall will not be deemed to have breached their our obligations under the Asset Sale provisions of described in this Indenture Section 4.09 by virtue of such conflictthereof.

Limitation on Sale of Certain Assets. (a) The Guarantor and the Issuer shall not, and shall not permit any Restricted Group Member Subsidiary to, consummate an any Asset Sale unless: (i) the Guarantor (or consideration the Issuer or a such Restricted Group Member, as the case may be) Subsidiary receives consideration at least equal to for such Asset Sale is not less than the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; andsold; (ii) at least 75% of the consideration received in the Asset Sale by the Guarantor, the Issuer or such Restricted Group Member is Subsidiary receives in the form respect of such Asset Sale consists of (A) cash, cash (B) including any Net Cash Equivalents, (C) any Designated Non-cash Consideration received by the Guarantor, the Issuer or any Restricted Group Member having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration Proceeds received from any the conversion within 60 days of such Asset Sale that is at any one time outstanding, not to exceed the greater of €37.5 million and 2.5% of Consolidated Total Assets (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) or (D) any combination thereof. For purposes of this provision, each of the following shall be deemed to be cash: (A) any liabilities, as shown on the Guarantor's most recent consolidated balance sheet, of the Guarantor, the Issuer or any Restricted Group Member (other than contingent liabilities, liabilities that are by their terms subordinated to the Notes or to any Guarantee of the Notes and liabilities secured with a Lien that is junior to the Liens on the Collateral securing the Notes or the Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation or similar agreement that releases the Guarantor, the Issuer or such Restricted Group Member from further liability; (B) any securities, notes or other obligations received by the Guarantor, the Issuer or any in consideration of such Restricted Group Member from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Guarantor, the Issuer or such Restricted Group Member into cash, to the extent of the cash received in that conversionAsset Sale); and (B) Cash Equivalents; (C) Replacement Assets or (D) the principal amount assumption by the purchaser of any (I) the Issuer’s Debt or Debt of any Restricted Group Member, that ceases to be Subsidiary (other than Subordinated Debt) as a result of which neither the Issuer nor any of the Restricted Subsidiaries remains obligated in respect of such Debt or (II) Debt of a Restricted Group Member Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale (other than intercompany debt owed to the GuarantorSale, the Issuer or any such Restricted Group Member), to the extent that the Guarantor, if the Issuer and each other Restricted Group Member are Subsidiary is released from any guarantee of payment of the principal amount of such Debt or any primary obligation thereunder in connection with as a result of such Asset Sale; or (E) a combination of the consideration specified in clauses (A) to (D); and (iii) the Issuer delivers an Officer’s Certificate to the Trustee certifying that such Asset Sale complies with the provisions described in the foregoing clauses (i) and (ii). (b) Within 395 days after If the receipt of Issuer or any Net Proceeds from Restricted Subsidiary consummates an Asset Sale, the Guarantor Net Cash Proceeds of the Asset Sale, within 365 days after the consummation of such Asset Sale, may apply those Net Proceeds at its option: be used by the Issuer or such Restricted Subsidiary to (i) to permanently repay or prepay any then outstanding (A) revolving or term Debt of the Issuer or the Guarantor which ranks pari passu with or senior to purchase the Notes or is a secured by a lien ranking pari passu with or senior pursuant to the Notes (and to effect a corresponding commitment reduction thereunder) at a purchase price equal to 100% of the principal outstanding amount of such Debt plus accrued and unpaid interest, provided that the Issuer shall make an offer to purchase from all holders Holders of Notes on a pro rata basis the Notes at an offer price equal to of 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cash) (B) the Notes pursuant to an offer, on a pro rata basis, to all holders of Notes at a purchase price equal to the price specified in the optional redemption provisions of paragraph 6 of the applicable Note or (C) Debt of a Restricted Group Member; (ii) to acquire other long-term assetsinvest in any Replacement Assets, including Capital Stock of a Person engaged in a Permitted Business, that are used or useful in the business of the Restricted Group Members; (iii) to make a capital expenditure; (iv) invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Group Member with Net Proceeds received by another Restricted Group Member); (v) reinvest in the Capital Stock of a Permitted Business; or (vi) any combination of the foregoing; provided that in the case of clauses (ii), (iii), (iv) and (v) above, any such acquisition, expenditure or investment in or commitment to invest in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of the Issuer that is executed or approved within such 395 days will satisfy this requirement, so long as such investment is consummated within 180 days . The amount of such 395th day or within 180 days thereafter. Net Cash Proceeds not so used as set forth in this clause (cb) constitutes “Excess Proceeds”. Pending the final application of any such Net Cash Proceeds, the Guarantor Issuer may temporarily reduce revolving credit borrowings or otherwise invest the such Net Cash Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute “Excess Proceeds”. (d) When the aggregate amount of Excess Proceeds exceeds €25.0 million, the Guarantor or the Issuer shall make an offer to purchase (an “Asset Sale Offer”) from all holders of Notes, to the extent required by the terms thereof, at the maximum principal amount of Notes and such other Pari Passu Debt, respectively, that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer shall be with respect to offers to purchase the Notes or other Pari Passu Debt, equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Guarantor may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other Pari Passu Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other Pari Passu Debt to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (e) The Issuer and the Guarantor shall comply with the requirements of any securities laws and the regulations thereunder (including Rule 14e-1 under the Exchange Act) to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Issuer and the Guarantor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Asset Sale provisions of this Indenture by virtue of such conflict.

Limitation on Sale of Certain Assets. (a) The Guarantor and the Issuer shall not, and shall not permit any Restricted Group Member Subsidiary to, consummate an any Asset Sale unless: (i) the Guarantor (or consideration the Issuer or a such Restricted Group Member, as the case may be) Subsidiary receives consideration at least equal to for such Asset Sale is not less than the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed ofsold; and (ii) at least 75% of the consideration received in the Asset Sale by the Guarantor, the Issuer or such Restricted Group Member is Subsidiary receives in the form respect of such Asset Sale consists of (Ai) cashCash or Cash Equivalents provided that for purposes of the 75% Cash consideration requirement, (Bw) Cash Equivalents, the amount of any Debt or other liabilities (C) any Designated Non-cash Consideration received by other than Debt or other liabilities that are subordinated in right of payment to the Guarantor, Notes or that are owed to the Issuer or any Restricted Group Member having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received from any Asset Sale that is at any one time outstanding, not to exceed the greater Subsidiary) of €37.5 million and 2.5% of Consolidated Total Assets (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) or (D) any combination thereof. For purposes of this provision, each of the following shall be deemed to be cash: (A) any liabilities, as shown on the Guarantor's most recent consolidated balance sheet, of the Guarantor, the Issuer or any Restricted Group Member Subsidiary (other than contingent liabilities, liabilities that are by their terms subordinated to as shown on such Person’s most recent balance sheet or statement of financial position (or in the Notes or to any Guarantee of the Notes and liabilities secured with a Lien that is junior to the Liens on the Collateral securing the Notes or the Guaranteesnotes thereto) that are assumed by the transferee of any such assets pursuant to a customary novation or similar agreement that releases the Guarantor, and for which the Issuer or such and/or its applicable Restricted Group Member from further liability; Subsidiary have been validly released by all relevant creditors in writing, (B) any securities, notes or other obligations received by the Guarantor, the Issuer or any such Restricted Group Member from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Guarantor, the Issuer or such Restricted Group Member into cash, to the extent of the cash received in that conversion; and (Cx) the principal amount of any Debt trade-in value applied to the purchase price of any Restricted Group Member, that ceases to be a Restricted Group Member as a result of such Asset Sale (other than intercompany debt owed to the Guarantor, the Issuer or any such Restricted Group Member), to the extent that the Guarantor, the Issuer and each other Restricted Group Member are released from any guarantee of payment of the principal amount of such Debt or any primary obligation thereunder replacement assets acquired in connection with such Asset Sale., (y) any Securities received by the Issuer or any Restricted Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition and (z) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (z) that is at that time outstanding, not in excess of $50.0 million, in each case, shall be deemed to be Cash) (b) Within 395 days after If the receipt of Issuer or any Net Proceeds from Restricted Subsidiary consummates an Asset Sale, the Guarantor may apply those Net Proceeds at its option: of the Asset Sale, within 395 days after the consummation of such Asset Sale, may be used by the Issuer or such Restricted Subsidiary (provided that if the Issuer or any Restricted Subsidiary has contractually committed to apply such proceeds pursuant to clause (ii) below during such period but has not yet applied them, such 395 day period shall be extended by six months) to (i) to permanently repay or prepay any then outstanding Debt (Aor, if such Debt is revolving debt, effect a corresponding permanent commitment reduction) revolving of the Issuer or term the Guarantor (other than Subordinated Debt), or any Restricted Subsidiary that is not the Guarantor owing to a Person other than the Issuer or a Restricted Subsidiary; provided that, in the case of repayment of Debt of the Issuer or the Guarantor which ranks pari passu with or senior to Guarantor, the Issuer shall equally and ratably reduce obligations under the Notes in accordance with paragraph 6 of the Notes, through open market purchases, or is a secured by a lien ranking pari passu making an offer (in accordance with or senior the procedures set forth below for an Excess Proceeds Offer) to the Notes (and all Holders to effect a corresponding commitment reduction thereunder) purchase, at a purchase price equal to 100% of the principal outstanding amount of such Debt thereof, plus accrued and unpaid interest, provided that the Issuer shall make an offer to purchase from all holders of Notes on a pro rata basis the Notes at an offer price equal to 100% of the principal amount of the Notes Notes; provided, however, that if an excess proceeds offer to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date repay or repurchase any Debt of purchase, in each case, payable in cash) (B) the Notes pursuant to an offer, on a pro rata basis, to all holders of Notes at a purchase price equal to the price specified in the optional redemption provisions of paragraph 6 any Restricted Subsidiary of the applicable Note or (C) Issuer is made in accordance with the terms of such Debt, the obligation to permanently reduce Debt of a Restricted Group Member; Subsidiary shall be deemed to be satisfied to the extent of the amount of the excess proceeds offer, whether or not accepted by the holders thereof, and no Excess Proceeds in the amount of such excess proceeds offer shall be deemed to exist following such excess proceeds offer, or (ii) to acquire other long-term assetsinvest in any Replacement Assets, including Capital Stock of a Person engaged in a Permitted Business, that are used or useful in the business of the Restricted Group Members; (iii) to make a capital expenditure; (iv) invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Group Member with Net Proceeds received by another Restricted Group Member); (v) reinvest in the Capital Stock of a Permitted Business; or (vi) any combination of the foregoing; provided that in the case of clauses (ii), (iii), (iv) and (v) above, any such acquisition, expenditure or investment in or commitment to invest in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of the Issuer that is executed or approved within such 395 days will satisfy this requirement, so long as such investment is consummated within 180 days . The amount of such 395th day or within 180 days thereafterNet Proceeds not so used as set forth in this paragraph (b) constitutes “Excess Proceeds. (c) ” Pending the final application of any such Net Proceeds, the Guarantor Issuer may temporarily reduce revolving credit borrowings or otherwise invest the such Net Proceeds in any manner that is not prohibited by the terms of this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute “Excess Proceeds”. (dc) When the aggregate amount of Excess Proceeds exceeds €25.0 $50.0 million, the Guarantor or the Issuer shall shall, within 20 Business Days, make an offer to purchase (an “Asset Sale Excess Proceeds Offer”) from all Holders and from the holders of Notesany Pari Passu Debt, to the extent required by the terms thereof, at on a pro rata basis, in accordance with the procedures set forth in this Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1.00) of the Notes and any such other Pari Passu Debt, respectively, Debt that may be purchased out with the amount of the Excess Proceeds. The offer price in as to each Note and any Asset Sale Offer such Pari Passu Debt shall be with respect to offers to purchase the Notes or other Pari Passu Debt, payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the Notes to be purchased case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest and Additional Amountsinterest, if any, to the date of purchase. (d) Notwithstanding the foregoing, in each case, payable in cash. If if the Issuer or any Excess Proceeds remain after consummation of Restricted Subsidiary consummates an Asset Sale Offerof (a) any Collateral, (b) any newly issued Capital Stock of Digicel Pacific Limited, Digicel Limited, Digicel (Central America) Group Limited or Digicel (PNG) Limited, or (c) any Capital Stock of Digicel (Singapore) Private Limited, then the Issuer shall, within 20 Business Days after the date of receipt of such Net Proceeds, apply the Net Proceeds (such amount, the Guarantor “Collateral Proceeds”), to make an offer to purchase (a “Collateral Proceeds Offer”) from all holders of Notes and from holders of any Pari Passu Debt secured by ratable Liens on the collateral, to the extent required by the terms thereof, in accordance with the procedures set forth in this Indenture or the agreements governing any Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1.00) of the Notes and any Pari Passu Debt that may be purchased with the amount of the Collateral Proceeds. The offer price as to each Note and any such Pari Passu Debt shall be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase. If the Issuer has complied with this clause (d) with respect to Asset Sales of any Collateral, it need not comply with clauses (b) and (c) above with respect to such Asset Sale. (e) To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer or Collateral Proceeds Offer is less than the aggregate amount of Excess Proceeds or Collateral Proceeds, as applicable, the Issuer may use those the amount of such Excess Proceeds or Collateral Proceeds not used to purchase Notes and Pari Passu Debt (“Declined Proceeds”) for any purpose general corporate purposes that are not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other any Pari Passu Debt validly tendered into such Asset Sale Offer and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds or Collateral Proceeds, the Trustee shall select as applicable, the Notes and other any Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basisbasis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder) and in accordance with the procedures of DTC. Upon completion of each Asset Sale such Excess Proceeds Offer or Collateral Proceeds Offer, the amount of Excess Proceeds or Collateral Proceeds shall be reset at to zero. (e) The Issuer and the Guarantor shall comply with the requirements of any securities laws and the regulations thereunder (including Rule 14e-1 under the Exchange Act) to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Issuer and the Guarantor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Asset Sale provisions of this Indenture by virtue of such conflict.

Limitation on Sale of Certain Assets. (a) The Parent Guarantor and the Issuer shall not, and shall not permit any Restricted Group Member to, to consummate an Asset Sale unless: (i) the The Parent Guarantor (or the Issuer or a Restricted Group Member, as the case may bemaybe) receives consideration at least equal to the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and (ii) at least 75% of the consideration received in the Asset Sale by the Guarantor, the Issuer Parent Guarantor or such Restricted Group Member is in the form of (A) cash, (B) Cash Equivalents, (C) any Designated Non-cash Consideration received by the Guarantor, the Issuer Parent Guarantor or any Restricted Group Member having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received from any Asset Sale that is at any one time outstanding, not to exceed the greater of €37.5 million and 2.5% of Consolidated Total Assets (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) or (D) any combination thereof. For purposes of this provision, each of the following shall be deemed to be cash: (A) any liabilities, as shown on the Parent Guarantor's most recent consolidated balance sheet, of the Guarantor, the Issuer Parent Guarantor or any Restricted Group Member (other than contingent liabilities, liabilities that are by their terms subordinated to the Notes or to any Guarantee of the Notes and liabilities secured with a Lien that is junior to the Liens on the Collateral securing the Notes or the Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation or similar agreement that releases the Guarantor, the Issuer Parent Guarantor or such Restricted Group Member from further liability; (B) any securities, notes or other obligations received by the Guarantor, the Issuer Parent Guarantor or any such Restricted Group Member from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Guarantor, the Issuer Parent Guarantor or such Restricted Group Member into cash, to the extent of the cash received in that conversion; and (C) the principal amount of any Debt (other than Subordinated Debt) of any Restricted Group Member, that ceases to be a Restricted Group Member as a result of such Asset Sale (other than intercompany debt owed to the Guarantor, the Issuer Parent Guarantor or any such Restricted Group Member), to the extent that the Guarantor, the Issuer Parent Guarantor and each other Restricted Group Member are released from any guarantee of payment of the principal amount of such Debt or any primary obligation thereunder in connection with such Asset Sale. (b) Within 395 365 days after the receipt of any Net Proceeds from an Asset Sale, the Parent Guarantor may apply those Net Proceeds at its option: (i) to permanently repay or prepay any then outstanding (A) revolving or term Debt of the Issuer or the Guarantor which ranks pari passu with or senior to the Notes or is a secured by a lien ranking pari passu with or senior to the Notes (and to effect a corresponding commitment reduction thereunder) at a purchase price equal to 100% of the principal outstanding amount of such Debt plus accrued and unpaid interest, provided that the Issuer shall make an offer to purchase from all holders of Notes on a pro rata basis the Notes at an offer price equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cash) (B) the Notes pursuant to an offer, on a pro rata basis, to all holders of Notes at a purchase price equal to the price specified in the optional redemption provisions of paragraph 6 of the applicable Note or (CB) Debt of a Restricted Group Member that is not a Guarantor owing to a Person other than the Parent Guarantor or a Restricted Group Member; (ii) to acquire other long-term assets, including Capital Stock of a Person engaged in a Permitted Business, that are used or useful in the business of the Restricted Group MembersParent Guarantor; provided that Liens are granted over such assets such that they form part of the Collateral; (iii) to make a capital expenditure; (iv) to invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Group Member with Net Proceeds received by the Parent Guarantor or another Restricted Group Member); (v) to reinvest in the Capital Stock of a Permitted Business; provided that Liens are granted over such Capital Stock such that they form part of the Collateral; or (vi) any combination of the foregoing; provided that in the case of clauses (ii), (iii), (iv) and (v) above, any such acquisition, expenditure or investment in or commitment to invest in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of the Issuer Parent Guarantor that is executed or approved within such 395 365 days will satisfy this requirement, so long as such investment is consummated within 180 days of such 395th 365th day or within 180 days thereafter. (c) Pending the final application of any Net Proceeds, the Parent Guarantor may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute “"Excess Proceeds”". (d) When the aggregate amount of Excess Proceeds exceeds €25.0 million, the Parent Guarantor or the Issuer shall make an offer to purchase (an “"Asset Sale Offer”") from all holders of Notes, to the extent required by the terms thereof, at Notes the maximum principal amount (expressed as an integral multiple of €1) of Notes and such other Pari Passu Debt, respectively, that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer shall be with respect to offers to at a purchase the Notes or other Pari Passu Debt, price equal to 100% the price specified in the optional redemption provisions of paragraph 6 of the principal amount of the Notes to applicable Note, and shall be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Parent Guarantor may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other Pari Passu Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other Pari Passu Debt to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (e) The Issuer and the Parent Guarantor shall comply with the requirements of any securities laws and the regulations thereunder (including Rule 14e-1 under the Exchange Act) to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Issuer and the Parent Guarantor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Asset Sale provisions of this Indenture by virtue of such conflict.

Limitation on Sale of Certain Assets. (a) The Parent Guarantor and the Issuer shall not, and shall not permit any Restricted Group Member Subsidiary to, consummate an any Asset Sale unless: (i) the consideration the Parent Guarantor (or the Issuer or a such Restricted Group Member, as the case may be) Subsidiary receives consideration at least equal to for such Asset Sale is not less than the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and(as determined in good faith by the Parent Guarantor’s board of directors); (ii) at least 75% of the consideration received in the Asset Sale by the Guarantor, the Issuer Parent Guarantor or such Restricted Group Member is Subsidiary receives in the form respect of such Asset Sale consists of (A) cashcash (including any Net Cash Proceeds received from the conversion within 90 days of such Asset Sale of securities, notes or other obligations received in consideration of such Asset Sale); (B) Cash Equivalents, ; (C) the assumption by the purchaser of (x) the Parent Guarantor’s Debt or Debt of any Restricted Subsidiary (other than Subordinated Debt) as a result of which neither the Parent Guarantor nor any of the Restricted Subsidiaries remains obligated in respect of such Debt or (y) Debt of a Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, if the Parent Guarantor and each other Restricted Subsidiary is released from any guarantee of such Debt as a result of such Asset Sale; (D) Replacement Assets; (E) any Designated Non-cash Consideration received by the Guarantor, the Issuer Parent Guarantor or any such Restricted Group Member Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received from any Asset Sale that is at any one time outstandingpursuant to this clause (ii), not to exceed the greater of €37.5 million 100,000,000 and 2.51.25% of Consolidated Total Assets (at the time of the receipt of such Designated Non-cash Consideration, with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) ; or (DF) any a combination thereof. For purposes of this provision, each of the following shall be deemed to be cash: consideration specified in sub-clauses (A) any liabilities, as shown on the Guarantor's most recent consolidated balance sheet, to (E) of the Guarantor, the Issuer or any Restricted Group Member (other than contingent liabilities, liabilities that are by their terms subordinated to the Notes or to any Guarantee of the Notes and liabilities secured with a Lien that is junior to the Liens on the Collateral securing the Notes or the Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation or similar agreement that releases the Guarantor, the Issuer or such Restricted Group Member from further liability; (B) any securities, notes or other obligations received by the Guarantor, the Issuer or any such Restricted Group Member from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Guarantor, the Issuer or such Restricted Group Member into cash, to the extent of the cash received in that conversionthis Section 4.09(a)(ii); and (Ciii) the principal amount of any Debt of any Restricted Group Member, Parent Guarantor delivers an Officer’s Certificate to the Trustee certifying that ceases to be a Restricted Group Member as a result of such Asset Sale complies with the provisions described in sub-clauses (other than intercompany debt owed to the Guarantor, the Issuer or any such Restricted Group Memberi) and (ii) of this Section 4.09(a), to the extent that the Guarantor, the Issuer and each other Restricted Group Member are released from any guarantee of payment of the principal amount of such Debt or any primary obligation thereunder in connection with such Asset Sale. (b) Within 395 days after If the receipt of Parent Guarantor or any Net Proceeds from Restricted Subsidiary consummates an Asset Sale, the Net Cash Proceeds from such Asset Sale, within 360 days after the consummation of such Asset Sale, may be used by the Parent Guarantor may apply those Net Proceeds at its option: or such Restricted Subsidiary to (iA) to permanently repay or prepay any then outstanding (Ai) revolving or term Debt of the Issuer Parent Guarantor or the Guarantor which ranks pari passu with or senior to the Notes or is a secured by a lien ranking pari passu with or senior to the Notes any Restricted Subsidiary (and to effect a corresponding commitment reduction thereunderif such Senior Debt is revolving credit borrowings) at owing to a purchase price equal to 100% of Person other than the principal outstanding amount of such Debt plus accrued and unpaid interest, provided that the Issuer shall make an offer to purchase from all holders of Notes on Parent Guarantor or a pro rata basis the Notes at an offer price equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, Restricted Subsidiary to the date of purchase, in each case, payable in cash) extent secured by a Lien (B) the Notes pursuant to an offer, on a pro rata basis, to all holders of Notes at a purchase price equal to the price specified in the optional redemption provisions of paragraph 6 of the applicable Note or (Cii) Debt of a Restricted Group Member; (ii) Subsidiary that is not a Guarantor owing to acquire other long-term assets, including Capital Stock of a Person engaged in other than the Parent Guarantor or a Permitted Business, that are used Restricted Subsidiary or useful in the business of the Restricted Group Members; (iii) to make any other Pari Passu Debt other than the Existing Unsecured Notes, the New Unsecured Notes or any other unsecured Debt that is guaranteed on a capital expenditure; subordinated basis (ivB) invest in any Replacement Assets, (C) acquire all or commit substantially all of the assets of, or any Capital Stock of, another Similar Business, if, after giving effect to invest in Additional Assets (including by means any such acquisition of an investment in Additional Assets by Capital Stock, the Similar Business is or becomes a Restricted Group Member with Net Proceeds received by another Restricted Group Member); Subsidiary, or (v) reinvest in the Capital Stock of a Permitted Business; or (viD) any combination of the foregoing; provided that in the case of clauses sub-clause (iiB) of this Section 4.09(b), (iii)if the Parent Guarantor or such Restricted Subsidiary, (iv) and (v) aboveas the case may be, any such acquisition, expenditure or investment has entered into a binding commitment in or commitment to invest in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of the Issuer that is executed or approved form within such 395 days 360-day period to so apply such Net Cash Proceeds with the good faith expectation that such Net Cash Proceeds will be applied to satisfy this requirement, so long as such investment is consummated commitment within 180 days of such 395th day or within 180 days thereafter. (c) Pending the final application of any Net Proceeds, the Guarantor may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute “Excess Proceeds”. (d) When the aggregate amount of Excess Proceeds exceeds €25.0 million, the Guarantor or the Issuer shall make an offer to purchase commitment (an “Asset Sale OfferAcceptable Commitment”) from all holders ), such binding commitment shall be treated as a permitted application of Notessuch Net Cash Proceeds; provided, to the extent required by the terms thereof, at the maximum principal amount of Notes and such other Pari Passu Debt, respectivelyfurther, that may be purchased out of the if any Acceptable Commitment is later cancelled or terminated for any reason before such Net Cash Proceeds are applied and after such initial 360-day period, then such Net Cash Proceeds shall constitute Excess Proceeds. The offer price in any Asset Sale Offer shall be with respect to offers to purchase the Notes or other Pari Passu Debt, equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, such Net Cash Proceeds not so used as set forth in each case, payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Guarantor may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other Pari Passu Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other Pari Passu Debt to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (e) The Issuer and the Guarantor shall comply with the requirements of any securities laws and the regulations thereunder (including Rule 14e-1 under the Exchange Act) to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Issuer and the Guarantor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Asset Sale provisions of this Indenture by virtue of such conflict.Section 4.09(b)

Limitation on Sale of Certain Assets. (a1) The Guarantor and the Issuer shall not, and shall not permit any Restricted Group Member Subsidiary to, consummate an any Asset Sale unless: (ia) the Guarantor (or consideration the Issuer or a such Restricted Group Member, as the case may be) Subsidiary receives consideration at least equal to for such Asset Sale is not less than the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and(as determined by the Issuer’s Board of Directors); (iib) at least 75% of the consideration received in the Asset Sale by the Guarantor, the Issuer or such Restricted Group Member is Subsidiary receives in respect of such Asset Sale consists of: (i) cash (including any Net Cash Proceeds received from the form conversion to cash within 90 days of such Asset Sale of securities, notes or other obligations received in consideration of such Asset Sale); (ii) Cash Equivalents (including any Net Cash Proceeds received from the conversion to cash within 90 days of such Asset Sale of securities, notes or other obligations received in consideration of such Asset Sale); (iii) the assumption by the purchaser of (Ax) cashthe Issuer’s Debt or Debt of any Restricted Subsidiary (other than Subordinated Debt) as a result of which neither the Issuer nor any of the Restricted Subsidiaries remains obliged in respect of such Debt or (y) Debt of a Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, if the Issuer and each other Restricted Subsidiary is released from any guarantee of such Debt as a result of such Asset Sale; (Biv) Cash Equivalents, Replacement Assets; (Cv) any Designated Non-cash Consideration received by the Guarantor, the Issuer or any of its Restricted Group Member having an Subsidiaries in such Asset Sale; provided that the aggregate Fair Market ValueValue of such Designated Non-cash Consideration, taken together with the Fair Market Value at the time of receipt of all other Designated Non-cash Consideration received pursuant to this clause (iv), less the amount of Net Proceeds previously realized in cash from any Asset Sale that is at any one time outstanding, prior Designated Non-cash Consideration does not to exceed the greater of €37.5 million and 2.5% of Consolidated Total Assets (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) or (D) any combination thereof. For purposes of this provision, each of the following shall be deemed to be cash: (A) any liabilities, as shown on the Guarantor's most recent consolidated balance sheet, of the Guarantor, the Issuer or any Restricted Group Member (other than contingent liabilities, liabilities that are by their terms subordinated to the Notes or to any Guarantee of the Notes and liabilities secured with a Lien that is junior to the Liens on the Collateral securing the Notes or the Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation or similar agreement that releases the Guarantor, the Issuer or such Restricted Group Member from further liability; (B) any securities, notes or other obligations received by the Guarantor, the Issuer or any such Restricted Group Member from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Guarantor, the Issuer or such Restricted Group Member into cash, to the extent of the cash received in that conversion; and (C) the principal amount of any Debt of any Restricted Group Member, that ceases to be a Restricted Group Member as a result of such Asset Sale (other than intercompany debt owed to the Guarantor, the Issuer or any such Restricted Group Member), to the extent that the Guarantor, the Issuer and each other Restricted Group Member are released from any guarantee of payment of the principal amount of such Debt or any primary obligation thereunder in connection with such Asset Sale. (b) Within 395 days after the receipt of any Net Proceeds from an Asset Sale, the Guarantor may apply those Net Proceeds at its option: (i) to permanently repay or prepay any then outstanding (A) revolving or term Debt of the Issuer or the Guarantor which ranks pari passu with or senior to the Notes or is a secured by a lien ranking pari passu with or senior to the Notes (and to effect a corresponding commitment reduction thereunder) at a purchase price equal to 100% of the principal outstanding amount of such Debt plus accrued and unpaid interest, provided that the Issuer shall make an offer to purchase from all holders of Notes on a pro rata basis the Notes at an offer price equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cash) (B) the Notes pursuant to an offer, on a pro rata basis, to all holders of Notes at a purchase price equal to the price specified in the optional redemption provisions of paragraph 6 of the applicable Note or (C) Debt of a Restricted Group Member; (ii) to acquire other long-term assets, including Capital Stock of a Person engaged in a Permitted Business, that are used or useful in the business of the Restricted Group Members; (iii) to make a capital expenditure; (iv) invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Group Member with Net Proceeds received by another Restricted Group Member); (v) reinvest in the Capital Stock of a Permitted Business€10.0 million; or (vi) any combination of the foregoing; provided that in the case of clauses (ii), (iii), (iv) and (v) above, any such acquisition, expenditure or investment in or commitment to invest in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of the Issuer that is executed or approved within such 395 days will satisfy this requirement, so long as such investment is consummated within 180 days of such 395th day or within 180 days thereafter. (c) Pending the final application of any Net Proceeds, the Guarantor may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute “Excess Proceeds”. (d) When the aggregate amount of Excess Proceeds exceeds €25.0 million, the Guarantor or the Issuer shall make an offer to purchase (an “Asset Sale Offer”) from all holders of Notes, to the extent required by the terms thereof, at the maximum principal amount of Notes and such other Pari Passu Debt, respectively, that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer shall be with respect to offers to purchase the Notes or other Pari Passu Debt, equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Guarantor may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other Pari Passu Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other Pari Passu Debt to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (e) The Issuer and the Guarantor shall comply with the requirements of any securities laws and the regulations thereunder (including Rule 14e-1 under the Exchange Act) to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Issuer and the Guarantor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Asset Sale provisions of this Indenture by virtue of such conflict.

Limitation on Sale of Certain Assets. (a) The Parent Guarantor and the Issuer shall not, and shall not permit any Restricted Group Member Subsidiary to, consummate an any Asset Sale unless: (i) the consideration the Parent Guarantor (or the Issuer or a such Restricted Group Member, as the case may be) Subsidiary receives consideration at least equal to for such Asset Sale is not less than the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and(as determined in good faith by the Parent Guarantor’s Board of Directors); (ii) at least 75% of the consideration received in the Asset Sale by the Guarantor, the Issuer Parent Guarantor or such Restricted Group Member is Subsidiary receives in the form respect of such Asset Sale consists of (A) cashcash (including any Net Cash Proceeds received from the conversion within 90 days of such Asset Sale of securities, notes or other obligations received in consideration of such Asset Sale); (B) Cash Equivalents, ; (C) the assumption by the purchaser of (x) the Parent Guarantor’s Debt or Debt of any Restricted Subsidiary (other than Subordinated Debt) as a result of which neither the Parent Guarantor nor any of the Restricted Subsidiaries remains obligated in respect of such Debt or (y) Debt of a Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, if the Parent Guarantor and each other Restricted Subsidiary is released from any guarantee of such Debt as a result of such Asset Sale; (D) Replacement Assets; (E) any Designated Non-cash Consideration received by the Guarantor, the Issuer Parent Guarantor or any such Restricted Group Member Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received from any Asset Sale that is at any one time outstandingpursuant to this clause (ii), not to exceed the greater of €37.5 million $225,000,000 and 2.53.00% of Consolidated Total Assets (at the time of the receipt of such Designated Non-cash Consideration, with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) ; or (DF) any a combination thereof. For purposes of this provision, each of the following shall be deemed to be cash: consideration specified in sub-clauses (A) any liabilities, as shown on to (E) of this Section 4.09(a)(ii); and (iii) the Guarantor's most recent consolidated balance sheet, Parent Guarantor delivers an Officer’s Certificate to the Trustee certifying that such Asset Sale complies with the provisions described in sub-clauses (i) and (ii) of this Section 4.09(a). (b) If the Guarantor, the Issuer Parent Guarantor or any Restricted Group Member Subsidiary consummates an Asset Sale, the Net Cash Proceeds from such Asset Sale, within 360 days after the consummation of such Asset Sale, may be used by the Parent Guarantor or such Restricted Subsidiary to (A) permanently repay, purchase or prepay any then outstanding Debt (other than contingent liabilities, liabilities Debt that are by their terms is subordinated to the Notes or to any Guarantee the Guarantees of the Notes and liabilities secured with a Lien that is junior to Notes) of the Liens on the Collateral securing the Notes or the Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation or similar agreement that releases the Guarantor, the Issuer or such Restricted Group Member from further liability; (B) any securities, notes or other obligations received by the Guarantor, the Issuer Parent Guarantor or any such Restricted Group Member from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Guarantor, the Issuer or such Restricted Group Member into cash, to the extent of the cash received in that conversion; and (C) the principal amount of any Debt of any Restricted Group Member, that ceases to be a Restricted Group Member as a result of such Asset Sale (other than intercompany debt owed to the Guarantor, the Issuer or any such Restricted Group Member), to the extent that the Guarantor, the Issuer and each other Restricted Group Member are released from any guarantee of payment of the principal amount of such Debt or any primary obligation thereunder in connection with such Asset Sale. (b) Within 395 days after the receipt of any Net Proceeds from an Asset Sale, the Guarantor may apply those Net Proceeds at its option: (i) to permanently repay or prepay any then outstanding (A) revolving or term Debt of the Issuer or the Guarantor which ranks pari passu with or senior to the Notes or is a secured by a lien ranking pari passu with or senior to the Notes Subsidiary (and to effect a corresponding commitment reduction thereunder) at a purchase price equal to 100% of the principal outstanding amount of if such Debt plus accrued and unpaid interest, provided that is revolving credit borrowings) owing to a Person other than the Issuer shall make an offer to purchase from all holders of Notes on Parent Guarantor or a pro rata basis the Notes at an offer price equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cash) Restricted Subsidiary or (B) the Notes pursuant to an offerinvest in any Replacement Assets, on a pro rata basis, to all holders of Notes at a purchase price equal to the price specified in the optional redemption provisions of paragraph 6 of the applicable Note or (C) Debt acquire all or substantially all of the assets of, or any Capital Stock of, another Similar Business, if, after giving effect to any such acquisition of Capital Stock, the Similar Business is or becomes a Restricted Group Member; Subsidiary, or (ii) to acquire other long-term assets, including Capital Stock of a Person engaged in a Permitted Business, that are used or useful in the business of the Restricted Group Members; (iii) to make a capital expenditure; (iv) invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Group Member with Net Proceeds received by another Restricted Group Member); (v) reinvest in the Capital Stock of a Permitted Business; or (viD) any combination of the foregoing; provided that in the case of clauses sub-clause (iiB) of this Section 4.09(b), (iii)if the Parent Guarantor or such Restricted Subsidiary, (iv) and (v) aboveas the case may be, any such acquisition, expenditure or investment has entered into a binding commitment in or commitment to invest in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of the Issuer that is executed or approved form within such 395 days 360-day period to so apply such Net Cash Proceeds with the good faith expectation that such Net Cash Proceeds will be applied to satisfy this requirement, so long as such investment is consummated commitment within 180 days of such 395th day or within 180 days thereafter. commitment (c) Pending the final an “Acceptable Commitment”), such binding commitment shall be treated as a permitted application of such Net Cash Proceeds; provided, further, that if any Acceptable Commitment is later cancelled or terminated for any reason before such Net Cash Proceeds are applied and after such initial 360-day period, then such Net Cash Proceeds shall constitute Excess Proceeds, the . The amount of such Net Cash Proceeds not so used as set forth in this Section 4.09(b) constitutes “Excess Proceeds”. The Parent Guarantor may temporarily reduce revolving credit borrowings or otherwise invest the such Net Cash Proceeds in any manner that is not prohibited by the terms of this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute “Excess Proceeds”. (dc) When The Parent Guarantor or the Issuers may also at any time, and the Parent Guarantor or the Issuers shall within 20 Business Days after the aggregate amount of Excess Proceeds exceeds €25.0 millionthe greater of $100,000,000 and 1.5% of Total Assets, the Guarantor or the Issuer shall make an offer to purchase (an “Asset Sale Excess Proceeds Offer”) from all Holders and from the holders of Notesany Pari Passu Debt, to the extent required by the terms thereof, at on a pro rata basis, in accordance with the procedures set forth in this Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as an integral multiple of $1,000) of the Notes and any such other Pari Passu Debt, respectively, Debt that may be purchased out with the amount of the Excess Proceeds. The offer price in as to each Note and any Asset Sale Offer shall be with respect to offers to purchase the Notes or other such Pari Passu Debt, Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the Notes to be purchased case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest and Additional Amountsinterest, if any, to the date of purchase, in each case, payable in cash. If . (d) To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds remain after consummation Offer is less than the aggregate amount of an Asset Sale OfferExcess Proceeds, the Parent Guarantor may use those the amount of such Excess Proceeds not used to purchase the Notes and Pari Passu Debt for any purpose general corporate purposes that are not otherwise prohibited by this Indenture. If the aggregate principal amount of the Notes and other any such Pari Passu Debt validly tendered into such Asset Sale Offer and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Trustee shall select the Notes and other any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basisbasis (based upon the principal amount of the Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each Holder). Upon completion of each Asset Sale such Excess Proceeds Offer, the amount of Excess Proceeds shall will be reset at to zero. (e) The Issuer If the Parent Guarantor or the Issuers are obligated to make an Excess Proceeds Offer, the Parent Guarantor or the Issuers shall purchase the Notes and Pari Passu Debt, at the option of the holders thereof, in whole or in part (as an integral multiple of $1,000), on a date that is not earlier than 30 days and not later than 60 days from the date the notice of the Excess Proceeds Offer is given to such holders, or such later date as may be required under the Exchange Act provided that Notes of $200,000 will be purchased in full. If the Parent Guarantor or the Issuers are required to make an Excess Proceeds Offer, the Parent Guarantor and the Guarantor Issuers shall comply with the requirements of any securities laws and the regulations thereunder (applicable tender offer rules, including Rule 14e-1 under the Exchange Act) to the extent those , and any other applicable securities laws and regulations regulations, including any securities laws of Ireland and the requirements of any applicable securities exchange on which Notes, the Existing Ardagh Bonds, the August 2019 Senior Notes or the April 2020 Secured Notes are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offerthen listed. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this IndentureSection 4.09, the Issuer and the Guarantor Issuers shall comply with the applicable such securities laws and regulations and shall not be deemed to have breached their obligations under the Asset Sale provisions of described in this Indenture Section 4.09 by virtue of such conflictthereof.

Limitation on Sale of Certain Assets. (a) The Parent Guarantor and the Issuer shall not, and shall not permit any Restricted Group Member Subsidiary to, consummate an any Asset Sale unless: (i) the consideration the Parent Guarantor (or the Issuer or a such Restricted Group Member, as the case may be) Subsidiary receives consideration at least equal to for such Asset Sale is not less than the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and(as determined in good faith by the Parent Guarantor’s board of directors); (ii) at least 75% of the consideration received in the Asset Sale by the Guarantor, the Issuer Parent Guarantor or such Restricted Group Member is Subsidiary receives in the form respect of such Asset Sale consists of (A) cashcash (including any Net Cash Proceeds received from the conversion within 90 days of such Asset Sale of securities, notes or other obligations received in consideration of such Asset Sale); (B) Cash Equivalents, ; (C) the assumption by the purchaser of (x) the Parent Guarantor’s Debt or Debt of any Restricted Subsidiary (other than Subordinated Debt) as a result of which neither the Parent Guarantor nor any of the Restricted Subsidiaries remains obligated in respect of such Debt or (y) Debt of a Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, if the Parent Guarantor and each other Restricted Subsidiary is released from any guarantee of such Debt as a result of such Asset Sale; (D) Replacement Assets; (E) any Designated Non-cash Consideration received by the Guarantor, the Issuer Parent Guarantor or any such Restricted Group Member Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received from any Asset Sale that is at any one time outstandingpursuant to this clause (ii), not to exceed the greater of €37.5 million 100,000,000 and 2.51.25% of Consolidated Total Assets (at the time of the receipt of such Designated Non-cash Consideration, with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) ; or (DF) any a combination thereof. For purposes of this provision, each of the following shall be deemed to be cash: consideration specified in clauses (A) any liabilities, as shown on the Guarantor's most recent consolidated balance sheet, of the Guarantor, the Issuer or any Restricted Group Member to (other than contingent liabilities, liabilities that are by their terms subordinated to the Notes or to any Guarantee of the Notes and liabilities secured with a Lien that is junior to the Liens on the Collateral securing the Notes or the Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation or similar agreement that releases the Guarantor, the Issuer or such Restricted Group Member from further liability; (B) any securities, notes or other obligations received by the Guarantor, the Issuer or any such Restricted Group Member from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Guarantor, the Issuer or such Restricted Group Member into cash, to the extent of the cash received in that conversionE); and (Ciii) the principal amount of any Debt of any Restricted Group Member, Parent Guarantor delivers an Officer’s Certificate to the Trustee certifying that ceases to be a Restricted Group Member as a result of such Asset Sale complies with the provisions described in the foregoing clauses (other than intercompany debt owed to the Guarantor, the Issuer or any such Restricted Group Memberi) and (ii), to the extent that the Guarantor, the Issuer and each other Restricted Group Member are released from any guarantee of payment of the principal amount of such Debt or any primary obligation thereunder in connection with such Asset Sale. (b) Within 395 days after If the receipt of Parent Guarantor or any Net Proceeds from Restricted Subsidiary consummates an Asset Sale, the Net Cash Proceeds from such Asset Sale, within 360 days after the consummation of such Asset Sale, may be used by the Parent Guarantor may apply those Net Proceeds at its option: or such Restricted Subsidiary to (i) to permanently repay or prepay any then outstanding Debt (A) revolving or term other than Debt of the Issuer or the Guarantor which ranks pari passu with or senior that is subordinated to the Notes or is a secured by a lien ranking pari passu with the Guarantees of the Notes) of the Parent Guarantor or senior to the Notes any Restricted Subsidiary (and to effect a corresponding commitment reduction thereunder) at a purchase price equal to 100% of the principal outstanding amount of if such Debt plus accrued and unpaid interest, provided that is revolving credit borrowings) owing to a Person other than the Issuer shall make an offer to purchase from all holders of Notes on a pro rata basis the Notes at an offer price equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cash) (B) the Notes pursuant to an offer, on a pro rata basis, to all holders of Notes at a purchase price equal to the price specified in the optional redemption provisions of paragraph 6 of the applicable Note Parent Guarantor or (C) Debt of a Restricted Group Member; Subsidiary, (ii) to acquire other long-term assetsinvest in any Replacement Assets, including Capital Stock of a Person engaged in a Permitted Business, that are used or useful in the business of the Restricted Group Members; (iii) acquire all or substantially all of the assets of, or any Capital Stock of, another Similar Business, if, after giving effect to make any such acquisition of Capital Stock, the Similar Business is or becomes a capital expenditure; Restricted Subsidiary, or (iv) invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Group Member with Net Proceeds received by another Restricted Group Member); (v) reinvest in the Capital Stock of a Permitted Business; or (vi) any combination of the foregoing; provided that in the case of clauses clause (ii), (iii)if the Parent Guarantor or such Restricted Subsidiary, (iv) and (v) aboveas the case may be, any such acquisition, expenditure or investment has entered into a binding commitment in or commitment to invest in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of the Issuer that is executed or approved form within such 395 days 360-day period to so apply such Net Cash Proceeds with the good faith expectation that such Net Cash Proceeds will be applied to satisfy this requirement, so long as such investment is consummated commitment within 180 days of such 395th day or within 180 days thereafter. commitment (c) Pending the final an “Acceptable Commitment”), such binding commitment shall be treated as a permitted application of such Net Cash Proceeds; provided, further, that if any Acceptable Commitment is later cancelled or terminated for any reason before such Net Cash Proceeds are applied and after such initial 360-day period, then such Net Cash Proceeds shall constitute Excess Proceeds, the . The amount of such Net Cash Proceeds not so used as set forth in this paragraph (b) constitutes “Excess Proceeds.” The Parent Guarantor may temporarily reduce revolving credit borrowings or otherwise invest the such Net Cash Proceeds in any manner that is not prohibited by the terms of this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute “Excess Proceeds”. (dc) When The Parent Guarantor or the Issuers may also at any time, and the Parent Guarantor or the Issuers shall within 20 Business Days after the aggregate amount of Excess Proceeds exceeds €25.0 million50,000,000, the Guarantor or the Issuer shall make an offer to purchase (an “Asset Sale Excess Proceeds Offer”) from all Holders and from the holders of Notesany Pari Passu Debt, to the extent required by the terms thereof, at on a pro rata basis, in accordance with the procedures set forth in this Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as an integral multiple of €1,000 with respect to the Euro Notes and as an integral multiple of $1,000 with respect to the Dollar Notes) of the Notes and any such other Pari Passu Debt, respectively, Debt that may be purchased out with the amount of the Excess Proceeds. The offer price in as to each Note and any Asset Sale Offer shall be with respect to offers to purchase the Notes or other such Pari Passu Debt, Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the Notes to be purchased case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest and Additional Amountsinterest, if any, to the date of purchase, in each case, payable in cash. If . (d) To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds remain after consummation Offer is less than the aggregate amount of an Asset Sale OfferExcess Proceeds, the Parent Guarantor may use those the amount of such Excess Proceeds not used to purchase the Notes and Pari Passu Debt for any purpose general corporate purposes that are not otherwise prohibited by this Indenture. If the aggregate principal amount of the Notes and other any such Pari Passu Debt validly tendered into such Asset Sale Offer and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Trustee shall select the Notes and other any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basisbasis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each Asset Sale such Excess Proceeds Offer, the amount of Excess Proceeds shall will be reset at to zero. (e) The Issuer If the Parent Guarantor or the Issuers are obligated to make an Excess Proceeds Offer, the Parent Guarantor or the Issuers shall purchase the Notes and Pari Passu Debt, at the option of the holders thereof, in whole or in part (as an integral multiple of €1,000 with respect to the Euro Notes and an integral multiple of $1,000 with respect to the Dollar Notes), on a date that is not earlier than 30 days and not later than 60 days from the date the notice of the Excess Proceeds Offer is given to such holders, or such later date as may be required under the Exchange Act provided that Euro Notes of €100,000 and Dollar Notes of $200,000 will be purchased in full. If the Parent Guarantor or the Issuers are required to make an Excess Proceeds Offer, the Parent Guarantor and the Guarantor Issuers shall comply with the requirements of any securities laws and the regulations thereunder (applicable tender offer rules, including Rule 14e-1 under the Exchange Act) to the extent those , and any other applicable securities laws and regulations regulations, including any securities laws of Ireland and the requirements of any applicable securities exchange on which Notes or the Existing Ardagh Bonds are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offerthen listed. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this IndentureSection 4.09, the Issuer and the Guarantor Issuers shall comply with the applicable such securities laws and regulations and shall not be deemed to have breached their its obligations under the Asset Sale provisions of described in this Indenture covenant by virtue of such conflictthereof.

Limitation on Sale of Certain Assets. (a) The Guarantor and the Issuer shall not, and shall not permit any Restricted Group Member Subsidiary to, consummate an any Asset Sale unless: (i) the Guarantor (or consideration the Issuer or a such Restricted Group Member, as the case may be) Subsidiary receives consideration at least equal to for such Asset Sale is not less than the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; andsold; (ii) at least 75% of the consideration received in the Asset Sale by the Guarantor, the Issuer or such Restricted Group Member is Subsidiary receives in the form respect of such Asset Sale consists of (A) cash, cash (B) Cash Equivalents, (C) including any Designated Non-cash Consideration received by the Guarantor, the Issuer or any Restricted Group Member having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration Net Proceeds received from any the conversion within 60 days of such Asset Sale that is at any one time outstanding, not to exceed the greater of €37.5 million and 2.5% of Consolidated Total Assets (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) or (D) any combination thereof. For purposes of this provision, each of the following shall be deemed to be cash: (A) any liabilities, as shown on the Guarantor's most recent consolidated balance sheet, of the Guarantor, the Issuer or any Restricted Group Member (other than contingent liabilities, liabilities that are by their terms subordinated to the Notes or to any Guarantee of the Notes and liabilities secured with a Lien that is junior to the Liens on the Collateral securing the Notes or the Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation or similar agreement that releases the Guarantor, the Issuer or such Restricted Group Member from further liability; (B) any securities, notes or other obligations received by the Guarantor, the Issuer or any in consideration of such Restricted Group Member from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Guarantor, the Issuer or such Restricted Group Member into cash, to the extent of the cash received in that conversionAsset Sale); and (B) Cash Equivalents; (C) the principal amount assumption by the purchaser of any (x) the Issuer’s Debt or Debt of any Restricted Group Member, that ceases to be Subsidiary (other than Subordinated Debt) as a result of which neither the Issuer nor any of the Restricted Subsidiaries remains obligated in respect of such Debt or (y) Debt of a Restricted Group Member Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale (other than intercompany debt owed to the GuarantorSale, the Issuer or any such Restricted Group Member), to the extent that the Guarantor, if the Issuer and each other Restricted Group Member are Subsidiary is released from any guarantee of payment of the principal amount of such Debt or any primary obligation thereunder in connection with as a result of such Asset Sale; (D) Replacement Assets; or (E) a combination of the consideration specified in clauses (A) to (D); and (iii) the Issuer delivers an Officer’s Certificate to the Trustee certifying that such Asset Sale complies with the provisions described in the foregoing clauses (i) and (ii). (b) Within 395 days after If the receipt of Issuer or any Net Proceeds from Restricted Subsidiary consummates an Asset Sale, the Guarantor may apply those Net Proceeds at its option: of the Asset Sale, within 360 days after the consummation of such Asset Sale, may be used by the Issuer or such Restricted Subsidiary to (i) to permanently repay or prepay any then outstanding (A) revolving or term Debt of the Issuer or the a Guarantor which ranks pari passu with (other than Subordinated Debt), or senior to the Notes or is a secured by a lien ranking pari passu with or senior to the Notes any Restricted Subsidiary (and to effect a corresponding commitment reduction thereunder) at a purchase price equal to 100% of the principal outstanding amount of if such Debt plus accrued and unpaid interest, provided that is revolving credit borrowings) owing to a Person other than the Issuer shall make an offer to purchase from all holders of Notes on a pro rata basis the Notes at an offer price equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cash) (B) the Notes pursuant to an offer, on a pro rata basis, to all holders of Notes at a purchase price equal to the price specified in the optional redemption provisions of paragraph 6 of the applicable Note or (C) Debt of a Restricted Group Member; Subsidiary, or (ii) to acquire other long-term assetsinvest in any Replacement Assets, including Capital Stock of a Person engaged in a Permitted Business, that are used or useful in the business of the Restricted Group Members; (iii) to make a capital expenditure; (iv) invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Group Member with Net Proceeds received by another Restricted Group Member); (v) reinvest in the Capital Stock of a Permitted Business; or (vi) any combination of the foregoing; provided that in the case of clauses (ii), (iii), (iv) and (v) above, any such acquisition, expenditure or investment in or commitment to invest in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of the Issuer that is executed or approved within such 395 days will satisfy this requirement, so long as such investment is consummated within 180 days . The amount of such 395th day or within 180 days thereafter. Net Proceeds not so used as set forth in this paragraph (cb) constitutes “Excess Proceeds”. Pending the final application of any such Net Proceeds, the Guarantor Issuer may temporarily reduce revolving credit borrowings or otherwise invest the such Net Proceeds in any manner that is not prohibited by the terms of this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute “Excess Proceeds”. (dc) When the aggregate amount of Excess Proceeds exceeds €25.0 $50.0 million, the Guarantor or the Issuer shall shall, within 20 Business Days, make an offer to purchase (an “Asset Sale Excess Proceeds Offer”) from all Holders and from the holders of Notesany Pari Passu Debt, to the extent required by the terms thereof, at on a pro rata basis, in accordance with the procedures set forth in this Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1,000) of the Notes and any such other Pari Passu Debt, respectively, Debt that may be purchased out with the amount of the Excess Proceeds. The offer price in as to each Note and any Asset Sale Offer shall be with respect to offers to purchase the Notes or other such Pari Passu Debt, Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the Notes to be purchased case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest and Additional Amountsinterest, if any, to the date of purchase, in each case, payable in cash. If To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds remain after consummation Offer is less than the aggregate amount of an Asset Sale OfferExcess Proceeds, the Guarantor Issuer may use those the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for any purpose general corporate purposes that are not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other any such Pari Passu Debt validly tendered into such Asset Sale Offer and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Trustee shall select the Notes and other any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basisbasis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each Asset Sale such Excess Proceeds Offer, the amount of Excess Proceeds shall will be reset at to zero. (ed) The If the Issuer is obligated to make an Excess Proceeds Offer, the Issuer shall purchase the Notes and Pari Passu Debt, at the Guarantor shall option of the holders thereof, in whole or in part in minimum amounts of $200,000 and integral multiples of $1,000 above such amount, on a date that is not earlier than 30 days and not later than 60 days from the date the notice of the Excess Proceeds Offer is given to such holders, or such later date as may be required under the Exchange Act. If the Issuer is required to make an Excess Proceeds Offer, the Issuer will comply with the requirements of any securities laws and the regulations thereunder (applicable tender offer rules, including Rule 14e-1 under the Exchange Act) to the extent those , and any other applicable securities laws and regulations regulations, including any securities laws of Bermuda and the requirements of any applicable securities exchange on which Notes are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offerthen listed. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this IndentureSection 4.09, the Issuer and the Guarantor shall comply with the applicable such securities laws and regulations and shall will not be deemed to have breached their its obligations under the Asset Sale provisions of described in this Indenture covenant by virtue of such conflictthereof.

Limitation on Sale of Certain Assets. (a) The Guarantor and the Issuer shall not, and shall not permit any Restricted Group Member Subsidiary to, consummate an any Asset Sale unless: (i) the Guarantor (or consideration the Issuer or a such Restricted Group Member, as the case may be) Subsidiary receives consideration at least equal to for such Asset Sale is not less than the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; andsold; (ii) at least 75% of the consideration received in the Asset Sale by the Guarantor, the Issuer or such Restricted Group Member is Subsidiary receives in the form respect of such Asset Sale consists of (A) cash, cash (B) including any Net Cash Equivalents, (C) any Designated Non-cash Consideration received by the Guarantor, the Issuer or any Restricted Group Member having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration Proceeds received from any the conversion within 60 days of such Asset Sale that is at any one time outstanding, not to exceed the greater of €37.5 million and 2.5% of Consolidated Total Assets (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) or (D) any combination thereof. For purposes of this provision, each of the following shall be deemed to be cash: (A) any liabilities, as shown on the Guarantor's most recent consolidated balance sheet, of the Guarantor, the Issuer or any Restricted Group Member (other than contingent liabilities, liabilities that are by their terms subordinated to the Notes or to any Guarantee of the Notes and liabilities secured with a Lien that is junior to the Liens on the Collateral securing the Notes or the Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation or similar agreement that releases the Guarantor, the Issuer or such Restricted Group Member from further liability; (B) any securities, notes or other obligations received by the Guarantor, the Issuer or any in consideration of such Restricted Group Member from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Guarantor, the Issuer or such Restricted Group Member into cash, to the extent of the cash received in that conversionAsset Sale); and (B) Cash Equivalents; (C) Replacement Assets or (D) the principal amount assumption by the purchaser of any (I) the Issuer’s Debt or Debt of any Restricted Group Member, that ceases to be Subsidiary (other than Subordinated Debt) as a result of which neither the Issuer nor any of the Restricted Subsidiaries remains obligated in respect of such Debt or (II) Debt of a Restricted Group Member Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale (other than intercompany debt owed to the GuarantorSale, the Issuer or any such Restricted Group Member), to the extent that the Guarantor, if the Issuer and each other Restricted Group Member are Subsidiary is released from any guarantee of payment of the principal amount of such Debt or any primary obligation thereunder in connection with as a result of such Asset Sale; or (E) a combination of the consideration specified in clauses (A) to (D); and (iii) the Issuer delivers an Officer’s Certificate to the Trustee certifying that such Asset Sale complies with the provisions described in the foregoing clauses (i) and (ii). (b) Within 395 days after If the receipt of Issuer or any Net Proceeds from Restricted Subsidiary consummates an Asset Sale, the Guarantor Net Cash Proceeds of the Asset Sale, within 365 days after the consummation of such Asset Sale, may apply those Net Proceeds at its option: be used by the Issuer or such Restricted Subsidiary to (i) to permanently repay or prepay any then outstanding (A) revolving Senior Debt or term Pari Passu Debt of the Issuer (other than the Notes) or the Senior Debt of any Subsidiary Guarantor which ranks pari passu with or senior to the Notes or any Debt of a Restricted Subsidiary that is not a secured by a lien ranking pari passu with or senior to the Notes Subsidiary Guarantor (and to effect a corresponding commitment reduction thereunderif any such amounts are prepaid or repaid under the revolving credit portion of a Credit Facility) at owing to a purchase price equal to 100% of the principal outstanding amount of such Debt plus accrued and unpaid interest, provided that Person other than the Issuer shall make an offer to purchase from all holders of Notes on a pro rata basis the Notes at an offer price equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cash) (B) the Notes pursuant to an offer, on a pro rata basis, to all holders of Notes at a purchase price equal to the price specified in the optional redemption provisions of paragraph 6 of the applicable Note or (C) Debt of a Restricted Group Member; Subsidiary, or (ii) to acquire other long-term assetsinvest in any Replacement Assets, including Capital Stock of a Person engaged in a Permitted Business, that are used or useful in the business of the Restricted Group Members; (iii) to make a capital expenditure; (iv) invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Group Member with Net Proceeds received by another Restricted Group Member); (v) reinvest in the Capital Stock of a Permitted Business; or (vi) any combination of the foregoing; provided that in the case of clauses (ii), (iii), (iv) and (v) above, any such acquisition, expenditure or investment in or commitment to invest in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of the Issuer that is executed or approved within such 395 days will satisfy this requirement, so long as such investment is consummated within 180 days . The amount of such 395th day or within 180 days thereafter. Net Cash Proceeds not so used as set forth in this clause (cb) constitutes “Excess Proceeds”. Pending the final application of any such Net Cash Proceeds, the Guarantor Issuer may temporarily reduce revolving credit borrowings or otherwise invest the such Net Cash Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute “Excess Proceeds”. (d) When the aggregate amount of Excess Proceeds exceeds €25.0 million, the Guarantor or the Issuer shall make an offer to purchase (an “Asset Sale Offer”) from all holders of Notes, to the extent required by the terms thereof, at the maximum principal amount of Notes and such other Pari Passu Debt, respectively, that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer shall be with respect to offers to purchase the Notes or other Pari Passu Debt, equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Guarantor may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other Pari Passu Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other Pari Passu Debt to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (e) The Issuer and the Guarantor shall comply with the requirements of any securities laws and the regulations thereunder (including Rule 14e-1 under the Exchange Act) to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Issuer and the Guarantor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Asset Sale provisions of this Indenture by virtue of such conflict.

Limitation on Sale of Certain Assets. (a) The Parent Guarantor and the Issuer shall not, and shall not permit any Restricted Group Member Subsidiary to, consummate an any Asset Sale unless: (i) the consideration the Parent Guarantor (or the Issuer or a such Restricted Group Member, as the case may be) Subsidiary receives consideration at least equal to for such Asset Sale is not less than the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and(as determined in good faith by the Parent Guarantor’s Board of Directors); (ii) at least 75% of the consideration received in the Asset Sale by the Guarantor, the Issuer Parent Guarantor or such Restricted Group Member is Subsidiary receives in the form respect of such Asset Sale consists of (A) cashcash (including any Net Cash Proceeds received from the conversion within 90 days of such Asset Sale of securities, notes or other obligations received in consideration of such Asset Sale); (B) Cash Equivalents, ; (C) the assumption by the purchaser of (x) the Parent Guarantor’s Debt or Debt of any Restricted Subsidiary (other than Subordinated Debt) as a result of which neither the Parent Guarantor nor any of the Restricted Subsidiaries remains obligated in respect of such Debt or (y) Debt of a Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, if the Parent Guarantor and each other Restricted Subsidiary is released from any guarantee of such Debt as a result of such Asset Sale; (D) Replacement Assets; (E) any Designated Non-cash Consideration received by the Guarantor, the Issuer or any Restricted Group Member having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received from any Asset Sale that is at any one time outstanding, not to exceed the greater of €37.5 million and 2.5% of Consolidated Total Assets (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) or (D) any combination thereof. For purposes of this provision, each of the following shall be deemed to be cash: (A) any liabilities, as shown on the Guarantor's most recent consolidated balance sheet, of the Guarantor, the Issuer or any Restricted Group Member (other than contingent liabilities, liabilities that are by their terms subordinated to the Notes or to any Guarantee of the Notes and liabilities secured with a Lien that is junior to the Liens on the Collateral securing the Notes or the Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation or similar agreement that releases the Guarantor, the Issuer Parent Guarantor or such Restricted Group Member from further liability; (B) any securities, notes or other obligations received by the Guarantor, the Issuer or any such Restricted Group Member from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Guarantor, the Issuer or such Restricted Group Member into cash, to the extent of the cash received Subsidiary in that conversion; and (C) the principal amount of any Debt of any Restricted Group Member, that ceases to be a Restricted Group Member as a result of such Asset Sale (other than intercompany debt owed to the Guarantor, the Issuer or any such Restricted Group Member), to the extent that the Guarantor, the Issuer and each other Restricted Group Member are released from any guarantee of payment of the principal amount of such Debt or any primary obligation thereunder in connection with such Asset Sale. (b) Within 395 days after the receipt of any Net Proceeds from an Asset Sale, the Guarantor may apply those Net Proceeds at its option: (i) to permanently repay or prepay any then outstanding (A) revolving or term Debt of the Issuer or the Guarantor which ranks pari passu with or senior to the Notes or is a secured by a lien ranking pari passu with or senior to the Notes (and to effect a corresponding commitment reduction thereunder) at a purchase price equal to 100% of the principal outstanding amount of such Debt plus accrued and unpaid interest, provided that the Issuer shall make an offer to purchase from all holders of Notes on a pro rata basis the Notes at an offer price equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cash) (B) the Notes pursuant to an offer, on a pro rata basis, to all holders of Notes at a purchase price equal to the price specified in the optional redemption provisions of paragraph 6 of the applicable Note or (C) Debt of a Restricted Group Member; (ii) to acquire other long-term assets, including Capital Stock of a Person engaged in a Permitted Business, that are used or useful in the business of the Restricted Group Members; (iii) to make a capital expenditure; (iv) invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Group Member with Net Proceeds received by another Restricted Group Member); (v) reinvest in the Capital Stock of a Permitted Business; or (vi) any combination of the foregoing; provided that in the case of clauses (ii), (iii), (iv) and (v) above, any such acquisition, expenditure or investment in or commitment to invest in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of the Issuer that is executed or approved within such 395 days will satisfy this requirement, so long as such investment is consummated within 180 days of such 395th day or within 180 days thereafter. (c) Pending the final application of any Net Proceeds, the Guarantor may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute “Excess Proceeds”. (d) When the aggregate amount of Excess Proceeds exceeds €25.0 million, the Guarantor or the Issuer shall make an offer to purchase (an “Asset Sale Offer”) from all holders of Notes, to the extent required by the terms thereof, at the maximum principal amount of Notes and such other Pari Passu Debt, respectively, that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer shall be with respect to offers to purchase the Notes or other Pari Passu Debt, equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Guarantor may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other Pari Passu Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other Pari Passu Debt to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (e) The Issuer and the Guarantor shall comply with the requirements of any securities laws and the regulations thereunder (including Rule 14e-1 under the Exchange Act) to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Issuer and the Guarantor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Asset Sale provisions of this Indenture by virtue of such conflict.having an

Limitation on Sale of Certain Assets. (a1) The Guarantor and the Issuer shall not, and shall not permit any Restricted Group Member Subsidiary to, consummate an engage in any Asset Sale unless: (ia) the Guarantor (or consideration the Issuer or a such Restricted Group Member, as the case may be) Subsidiary receives consideration at least equal to for such Asset Sale is not less than the Fair Market Value of the assets sold (such as determined by the Issuer's management or, in the case of any Asset Sale having a Fair Market Value to be greater than $10 million, as determined on by the date Issuer's board of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; anddirectors and evidenced by a board resolution); (iib) at least 75% of the consideration the Issuer or the relevant Restricted Subsidiary receives in respect of such Asset Sale consists of (i) cash (including any Net Cash 57 Proceeds received from the conversion within 30 days of such Asset Sale of securities received in consideration of such Asset Sale); (ii) Cash Equivalents; (iii) the assumption by the purchaser of (x) the Issuer's Debt or Debt of any Restricted Subsidiary (other than Subordinated Debt) as a result of which the Issuer and the Restricted Subsidiaries are no longer obligated in respect of such Debt or (y) Debt of a Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, if the Issuer and each other Restricted Subsidiary is released from any guarantee of such Debt as a result of such Asset Sale; or (iv) a combination of the consideration specified in clauses (i) to (iii); and (c) the Issuer delivers an Officers' Certificate to the Trustee certifying that such Asset Sale by complies with the Guarantorprovisions described in the foregoing clauses (a) and (b). (2) If the Issuer or any Restricted Subsidiary engages in an Asset Sale, the Issuer or such Restricted Group Member is in Subsidiary may use the form of (A) cash, (B) Net Cash Equivalents, (C) any Designated Non-cash Consideration received by the Guarantor, the Issuer or any Restricted Group Member having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received from any Asset Sale that is at any one time outstanding, not to exceed the greater of €37.5 million and 2.5% of Consolidated Total Assets (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) or (D) any combination thereof. For purposes of this provision, each Proceeds of the following shall be deemed to be cash: (A) any liabilitiesAsset Sale, as shown on the Guarantor's most recent consolidated balance sheet, of the Guarantor, the Issuer or any Restricted Group Member (other than contingent liabilities, liabilities that are by their terms subordinated to the Notes or to any Guarantee of the Notes and liabilities secured with a Lien that is junior to the Liens on the Collateral securing the Notes or the Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation or similar agreement that releases the Guarantor, the Issuer or such Restricted Group Member from further liability; (B) any securities, notes or other obligations received by the Guarantor, the Issuer or any such Restricted Group Member from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Guarantor, the Issuer or such Restricted Group Member into cash, to the extent of the cash received in that conversion; and (C) the principal amount of any Debt of any Restricted Group Member, that ceases to be a Restricted Group Member as a result of such Asset Sale (other than intercompany debt owed to the Guarantor, the Issuer or any such Restricted Group Member), to the extent that the Guarantor, the Issuer and each other Restricted Group Member are released from any guarantee of payment of the principal amount of such Debt or any primary obligation thereunder in connection with within 360 days after such Asset Sale. , to (ba) Within 395 days after the receipt of any Net Proceeds from an Asset Sale, the Guarantor may apply those Net Proceeds at its option: (i) to permanently repay or prepay any then outstanding (A) revolving or term Debt of the Issuer or the Guarantor which ranks pari passu with or senior to the Notes or is a secured by a lien ranking pari passu with or senior to the Notes any Restricted Subsidiary (and to effect a corresponding commitment reduction thereunderif such Debt is revolving credit borrowings) at owing to a purchase price equal Person other than the Issuer or a Restricted Subsidiary, or (b) invest in properties and assets to 100% replace the properties and assets that were the subject of the principal outstanding amount of such Debt plus accrued Asset Sale or in properties and unpaid interest, provided assets that the Issuer shall make an offer to purchase from all holders of Notes on a pro rata basis the Notes at an offer price equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cash) (B) the Notes pursuant to an offer, on a pro rata basis, to all holders of Notes at a purchase price equal to the price specified in the optional redemption provisions of paragraph 6 of the applicable Note or (C) Debt of a Restricted Group Member; (ii) to acquire other long-term assets, including Capital Stock of a Person engaged in a Permitted Business, that are used or useful in the business of the Issuer or its Restricted Group Members; (iii) to make a capital expenditure; (iv) invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Group Member with Net Proceeds received by another Restricted Group Member); (v) reinvest in the Capital Stock of a Permitted Business; or (vi) any combination of the foregoing; provided that in the case of clauses (ii), (iii), (iv) and (v) above, any such acquisition, expenditure or investment in or commitment to invest in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of the Issuer that is executed or approved within such 395 days will satisfy this requirement, so long as such investment is consummated within 180 days Subsidiaries. The amount of such 395th day or within 180 days thereafterNet Cash Proceeds not so used as set forth in this paragraph (2) constitutes "Excess Proceeds". (c) Pending the final application of any Net Proceeds, the Guarantor may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute “Excess Proceeds”. (d3) When the aggregate amount of Excess Proceeds exceeds €25.0 $25 million, the Guarantor or the Issuer shall shall, within 20 business days, make an offer to purchase (an “Asset Sale "Excess Proceeds Offer”") from all holders Holders of NotesNotes and from the Holders of any Pari Passu Debt, to the extent required by the terms thereof, at on a pro rata basis, in accordance with the procedures set forth in this Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1,000) of the Notes and any such other Pari Passu Debt, respectively, Debt that may be purchased out with the amount of the Excess Proceeds. The offer price in as to each Note and any Asset Sale Offer such Pari Passu Debt shall be with respect to offers to purchase the Notes or other Pari Passu Debt, payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the Notes to be purchased case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest and Additional Amountsinterest, if any, to the date of purchase, in each case, payable in cash. If To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds remain after consummation Offer is less than the amount of an Asset Sale OfferExcess Proceeds, the Guarantor Issuer may use those the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for any purpose general corporate purposes that are not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other any such Pari Passu Debt validly tendered into such Asset Sale Offer and not withdrawn by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other any such Pari Passu Debt to be purchased shall be selected on a pro rata basisbasis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each Holder). Upon completion of each Asset Sale such Excess Proceeds Offer, the amount of Excess Proceeds shall be reset at to zero. (e4) The If the Issuer is obligated to make an Excess Proceeds Offer, the Issuer shall purchase the Notes and Pari Passu Debt, at the option of the Holders thereof, in whole or in part in integral multiples of $1,000, on a date that is not earlier than 30 days and not later than 60 days from the date the notice of the Excess Proceeds Offer is given to such Holders, or such later date as may be required under the Exchange Act. (5) Notwithstanding any of the foregoing, the Issuer or any Restricted Subsidiary may engage in an Asset Swap and the provisions in clauses (2), (3) and (4) above shall not apply to such Asset Swap except in respect of any Net Cash Proceeds received by the Issuer or any Restricted Subsidiary; provided that the Issuer shall not, and shall not permit any Restricted Subsidiary to, engage in any Asset Swap, unless: (a) at the time of entering into such Asset Swap and immediately after giving effect to such Asset Swap, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; (b) with respect to any Asset Swap involving the transfer of assets having a value greater than $10 million, the Issuer delivers a board resolution (set out in an Officers' Certificate to the Trustee) resolving that the fairness of such Asset Swap has been approved by a majority of the Disinterested Directors (or in the event there is only one Disinterested Director, by such Disinterested Director) of the Issuer's board of directors; (c) with respect to any Asset Swap involving the transfer of assets having a value greater than $50 million, the Issuer delivers to the Trustee a written opinion of an investment banking firm of international standing or an internationally recognised appraisal firm or accounting firm, whichever is most qualified, stating that the Asset Swap is fair to the Issuer or such Restricted Subsidiary from a financial point of view; and (d) with respect to any Asset Swap consisting of the transfer of all or substantially all the assets of a Subsidiary Guarantor, both (i) Rating Agencies shall have confirmed in writing to the Issuer that no Rating Decline shall have occurred as a result of giving effect to such sale or disposition and (ii) the consideration received by such Subsidiary Guarantor in respect of such Asset Swap consists of no more than 10% cash. If the Issuer is required to make an Excess Proceeds Offer, the Issuer shall comply with the requirements of any securities laws and the regulations thereunder (applicable tender offer rules, including Rule 14e-1 under the Exchange Act) to the extent those laws , and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Issuer and the Guarantor shall comply with the other applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Asset Sale provisions of this Indenture by virtue of such conflictregulations.

Limitation on Sale of Certain Assets. (a) The Parent Guarantor and the Issuer shall not, and shall not permit any Restricted Group Member to, consummate an Asset Sale unless:unless:‌ (i) the Parent Guarantor (or the Issuer or a Restricted Group Member, as the case may be) receives consideration at least equal to the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and (ii) at least 75% of the consideration received in the Asset Sale by the Guarantor, the Issuer Parent Guarantor or such Restricted Group Member is in the form of (A) cash, (B) Cash Equivalents, (C) any Designated Non-cash Consideration received by the Guarantor, the Issuer Parent Guarantor or any Restricted Group Member having an aggregate Fair Market Value, taken together with all other Designated Non-Non- cash Consideration received from any Asset Sale that is at any one time outstanding, not to exceed the greater of €37.5 million and 2.5% of Consolidated Total Assets (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) or (D) any combination thereof. For purposes of this provision, each of the following shall be deemed to be cash: (A) any liabilities, as shown on the Parent Guarantor's ’s most recent consolidated balance sheet, of the Guarantor, the Issuer Parent Guarantor or any Restricted Group Member (other than contingent liabilities, liabilities that are by their terms subordinated to the Notes or to any Guarantee of the Notes and liabilities secured with a Lien that is junior to the Liens on the Collateral securing the Notes or the Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation or similar agreement that releases the Guarantor, the Issuer Parent Guarantor or such Restricted Group Member from further liability; (B) any securities, notes or other obligations received by the Guarantor, the Issuer Parent Guarantor or any such Restricted Group Member from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Guarantor, the Issuer Parent Guarantor or such Restricted Group Member into cash, to the extent of the cash received in that conversion; and (C) the principal amount of any Debt (other than Subordinated Debt) of any Restricted Group Member, Member that ceases to be a Restricted Group Member as a result of such Asset Sale (other than intercompany debt owed to the Guarantor, the Issuer Parent Guarantor or any such Restricted Group Member), to the extent that the Guarantor, the Issuer Parent Guarantor and each other Restricted Group Member are released from any guarantee of payment of the principal amount of such Debt or any primary obligation thereunder in connection with such Asset Sale. (b) Within 395 365 days after the receipt of any Net Proceeds from an Asset Sale, the Parent Guarantor may apply those Net Proceeds at its option: (i) to permanently repay or prepay any then outstanding (A) revolving or term Debt of the Issuer or the Guarantor incurred under a Credit Facility which ranks pari passu with or senior to the Notes or is a secured by a lien ranking pari passu with or senior to the Notes (and to effect a corresponding commitment reduction thereunder) at a purchase price equal to 100% of the principal outstanding amount of such Debt plus accrued and unpaid interest, (provided that the Parent Guarantor or the Issuer shall make an offer to purchase from all holders of Notes on a pro rata basis the Notes at an offer price equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cash) ), (B) the Super Senior Secured Notes pursuant to an offer, on a pro rata basis, to all holders of Super Senior Secured Notes at a purchase price equal to the price specified in the optional redemption provisions of paragraph 6 of the applicable Super Senior Secured Note or (C) Debt of a Restricted Group Member that is not a Guarantor owing to a Person other than the Parent Guarantor or a Restricted Group Member; (ii) to acquire other long-term assets, including Capital Stock of a Person engaged in a Permitted Business, that are used or useful in the business of the Restricted Group MembersParent Guarantor; provided that Liens are granted over such assets such that they form part of the Collateral; (iii) to make a capital expenditure; (iv) invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Group Member with Net Proceeds received by the Parent Guarantor or another Restricted Group Member); (v) reinvest in the Capital Stock of a Permitted Business; or (viv) any combination of the foregoing; provided that in the case of clauses (ii), (iii), (iv) and (v) above, any such acquisition, expenditure or investment in or commitment to invest in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of the Issuer Parent Guarantor that is executed or approved within such 395 365 days will satisfy this requirement, so long as such investment is consummated within 180 days of such 395th 365th day or within 180 days thereafter. (c) Pending the final application of any Net Proceeds, the Parent Guarantor may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute “Excess Proceeds”. (d) When the aggregate amount of Excess Proceeds exceeds €25.0 15.0 million, the Parent Guarantor or the Issuer shall make an offer to purchase (an “Asset Sale Offer”) (x) from all holders of NotesSuper Senior Secured Notes or (y) from all holders of Notes and from the holders of other Pari Passu Debt that contains similar asset sale provisions, to the extent required by the terms thereof, in each case at the maximum principal amount (expressed as an integral multiple of $1 with respect to the Dollar Notes and as an integral multiple of €1 with respect to the Euro Notes) of Super Senior Secured Notes or Notes and such other Pari Passu Debt, respectively, that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer shall be (x) with respect to offers to purchase Super Senior Secured Notes, a purchase price equal to the price specified in the optional redemption provisions of paragraph 6 of the applicable Super Senior Secured Note or (y) with respect to offers to purchase Notes or other Pari Passu Debt, equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Parent Guarantor may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of (x) Super Senior Secured Notes or (y) Notes and other Pari Passu Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the (x) Super Senior Secured Notes or (y) Notes and such other Pari Passu Debt to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (e) The Issuer Issuers and the Parent Guarantor shall comply with the requirements of any securities laws and the regulations thereunder (including Rule 14e-1 under the Exchange Act) to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Issuer Issuers and the Parent Guarantor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Asset Sale provisions of this Indenture by virtue of such conflict.

Limitation on Sale of Certain Assets. (a) The Parent Guarantor and the Issuer shall not, and shall not permit any Restricted Group Member Subsidiary to, consummate an any Asset Sale unless: (i) the consideration the Parent Guarantor (or the Issuer or a such Restricted Group Member, as the case may be) Subsidiary receives consideration at least equal to for such Asset Sale is not less than the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and(as determined in good faith by the Parent Guarantor’s board of directors); (ii) at least 75% of the consideration received in the Asset Sale by the Guarantor, the Issuer Parent Guarantor or such Restricted Group Member is Subsidiary receives in the form respect of such Asset Sale consists of (A) cashcash (including any Net Cash Proceeds received from the conversion within 90 days of such Asset Sale of securities, notes or other obligations received in consideration of such Asset Sale); (B) Cash Equivalents, ; (C) the assumption by the purchaser of (x) the Parent Guarantor’s Debt or Debt of any Restricted Subsidiary (other than Subordinated Debt) as a result of which neither the Parent Guarantor nor any of the Restricted Subsidiaries remains obligated in respect of such Debt or (y) Debt of a Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, if the Parent Guarantor and each other Restricted Subsidiary is released from any guarantee of such Debt as a result of such Asset Sale; (D) Replacement Assets; (E) any Designated Non-cash Consideration received by the Guarantor, the Issuer Parent Guarantor or any such Restricted Group Member Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received from any Asset Sale that is at any one time outstandingpursuant to this clause (ii), not to exceed €50,000,000 at the greater time of €37.5 million and 2.5% the receipt of Consolidated Total Assets (such Designated Non-cash Consideration, with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) ; or (DF) any a combination thereof. For purposes of this provision, each of the following shall be deemed to be cash: consideration specified in clauses (A) any liabilities, as shown on the Guarantor's most recent consolidated balance sheet, of the Guarantor, the Issuer or any Restricted Group Member to (other than contingent liabilities, liabilities that are by their terms subordinated to the Notes or to any Guarantee of the Notes and liabilities secured with a Lien that is junior to the Liens on the Collateral securing the Notes or the Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation or similar agreement that releases the Guarantor, the Issuer or such Restricted Group Member from further liability; (B) any securities, notes or other obligations received by the Guarantor, the Issuer or any such Restricted Group Member from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Guarantor, the Issuer or such Restricted Group Member into cash, to the extent of the cash received in that conversionE); and (Ciii) the principal amount of any Debt of any Restricted Group Member, Parent Guarantor delivers an Officer’s Certificate to the Trustee certifying that ceases to be a Restricted Group Member as a result of such Asset Sale complies with the provisions described in the foregoing clauses (other than intercompany debt owed to the Guarantor, the Issuer or any such Restricted Group Memberi) and (ii), to the extent that the Guarantor, the Issuer and each other Restricted Group Member are released from any guarantee of payment of the principal amount of such Debt or any primary obligation thereunder in connection with such Asset Sale. (b) Within 395 days after If the receipt of Parent Guarantor or any Net Proceeds from Restricted Subsidiary consummates an Asset Sale, the Net Cash Proceeds from such Asset Sale, within 360 days after the consummation of such Asset Sale, may be used by the Parent Guarantor may apply those Net Proceeds at its option: or such Restricted Subsidiary (i) in the case of Net Cash Proceeds from the sale or other disposition of assets or properties that are part of the Collateral, to invest in any Replacement Assets and (ii) in the case of Net Cash Proceeds from the sale or other disposition of assets or properties that are not part of the Collateral, to (A) permanently repay or prepay any then outstanding (A) revolving or term Senior Debt of the Issuer Parent Guarantor or the Guarantor which ranks pari passu with or senior to the Notes or is a secured by a lien ranking pari passu with or senior to the Notes any Restricted Subsidiary (and to effect a corresponding commitment reduction thereunderif such Senior Debt is revolving credit borrowings) at owing to a purchase price equal to 100% of Person other than the principal outstanding amount of such Debt plus accrued and unpaid interest, provided that the Issuer shall make an offer to purchase from all holders of Notes on Parent Guarantor or a pro rata basis the Notes at an offer price equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, Restricted Subsidiary to the date of purchaseextent secured by a Lien on the assets sold or otherwise disposed, in each case, payable in cash) or (B) the Notes pursuant to an offerinvest in any Replacement Assets, on a pro rata basis, to all holders of Notes at a purchase price equal to the price specified in the optional redemption provisions of paragraph 6 of the applicable Note or (C) Debt of a Restricted Group Member; (ii) to acquire other long-term assets, including Capital Stock of a Person engaged in a Permitted Business, that are used or useful in the business of the Restricted Group Members; (iii) to make a capital expenditure; (iv) invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Group Member with Net Proceeds received by another Restricted Group Member); (v) reinvest in the Capital Stock of a Permitted Business; or (vi) any combination of the foregoing; provided that in the case of clauses clause (iiB), (iii), (iv) and (v) above, any such acquisition, expenditure or investment in or commitment to invest in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by following the Board of Directors date on which none of the Issuer that is executed January 2010 Senior Notes remain outstanding, if the Parent Guarantor or approved such Restricted Subsidiary, as the case may be, has entered into a binding commitment in definitive form within such 395 days 360-day period to so apply such Net Cash Proceeds with the good faith expectation that such Net Cash Proceeds will be applied to satisfy this requirement, so long as such investment is consummated commitment within 180 days of such 395th day or within 180 days thereafter. commitment (c) Pending the final an “Acceptable Commitment”), such binding commitment shall be treated as a permitted application of such Net Cash Proceeds; provided, further, that if any Acceptable Commitment is later cancelled or terminated for any reason before such Net Cash Proceeds are applied and after such initial 360-day period, then such Net Cash Proceeds shall constitute Excess Proceeds, the . The amount of such Net Cash Proceeds not so used as set forth in this paragraph (b) constitutes “Excess Proceeds.” The Parent Guarantor may temporarily reduce revolving credit borrowings or otherwise invest the such Net Cash Proceeds in any manner that is not prohibited by the terms of this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute “Excess Proceeds”. (dc) When The Parent Guarantor or the Issuers may also at any time, and the Parent Guarantor or the Issuers shall within 20 Business Days after the aggregate amount of Excess Proceeds exceeds (i) for so long as any of the January 2010 Senior Notes remain outstanding, €25.0 million25,000,000 and (ii) thereafter, the Guarantor or the Issuer shall €30,000,000, make an offer to purchase (an “Asset Sale Excess Proceeds Offer”) from all Holders and from the holders of Notesany Pari Passu Debt (which, in the case of Excess Proceeds which constitute proceeds from the sale or other disposition of Collateral, were secured by a Lien on such Collateral), to the extent required by the terms thereof, at on a pro rata basis, in accordance with the procedures set forth in this Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as an integral multiple of €1,000 with respect to the Euro Notes and as an integral multiple of $1,000 with respect to the Dollar Notes) of the Notes and any such other Pari Passu Debt, respectively, Debt that may be purchased out with the amount of the Excess Proceeds. The offer price in as to each Note and any Asset Sale Offer shall be with respect to offers to purchase the Notes or other such Pari Passu Debt, Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the Notes to be purchased case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest and Additional Amountsinterest, if any, to the date of purchase, in each case, payable in cash. If . (d) To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds remain after consummation Offer is less than the aggregate amount of an Asset Sale OfferExcess Proceeds, the Parent Guarantor may use those the amount of such Excess Proceeds not used to purchase the Notes and Pari Passu Debt for any purpose general corporate purposes that are not otherwise prohibited by this Indenture. If the aggregate principal amount of the Notes and other any such Pari Passu Debt validly tendered into such Asset Sale Offer and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Trustee shall select the Notes and other any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basisbasis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each Asset Sale such Excess Proceeds Offer, the amount of Excess Proceeds shall will be reset at to zero. (e) The Issuer If the Parent Guarantor or the Issuers are obligated to make an Excess Proceeds Offer, the Parent Guarantor or the Issuers shall purchase the Notes and Pari Passu Debt, at the option of the holders thereof, in whole or in part (as an integral multiple of €1,000 with respect to the Euro Notes and an integral multiple of $1,000 with respect to the Dollar Notes), on a date that is not earlier than 30 days and not later than 60 days from the date the notice of the Excess Proceeds Offer is given to such holders, or such later date as may be required under the Exchange Act provided that Euro Notes of €100,000 and Dollar Notes of $200,000 will be purchased in full. If the Parent Guarantor or the Issuers are required to make an Excess Proceeds Offer, the Parent Guarantor and the Guarantor Issuers shall comply with the requirements of any securities laws and the regulations thereunder (applicable tender offer rules, including Rule 14e-1 under the Exchange Act) to the extent those , and any other applicable securities laws and regulations regulations, including any securities laws of Ireland and the requirements of any applicable securities exchange on which Notes or the Existing Ardagh Bonds are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offerthen listed. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this IndentureSection 4.09, the Issuer and the Guarantor Issuers shall comply with the applicable such securities laws and regulations and shall not be deemed to have breached their its obligations under the Asset Sale provisions of described in this Indenture covenant by virtue of such conflictthereof.

Limitation on Sale of Certain Assets. (a) The Guarantor and the Issuer shall not, and shall not permit any Restricted Group Member Subsidiary to, consummate an any Asset Sale unless: (i) the Guarantor (or consideration the Issuer or a such Restricted Group Member, as the case may be) Subsidiary receives consideration at least equal to for such Asset Sale is not less than the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; andsold; (ii) at least 75% of the consideration received in the Asset Sale by the Guarantor, the Issuer or such Restricted Group Member is Subsidiary receives in the form respect of such Asset Sale consists of (A) cash, cash (B) including any Net Cash Equivalents, (C) any Designated Non-cash Consideration received by the Guarantor, the Issuer or any Restricted Group Member having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration Proceeds received from any the conversion within 60 days of such Asset Sale that is at any one time outstanding, not to exceed the greater of €37.5 million and 2.5% of Consolidated Total Assets (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) or (D) any combination thereof. For purposes of this provision, each of the following shall be deemed to be cash: (A) any liabilities, as shown on the Guarantor's most recent consolidated balance sheet, of the Guarantor, the Issuer or any Restricted Group Member (other than contingent liabilities, liabilities that are by their terms subordinated to the Notes or to any Guarantee of the Notes and liabilities secured with a Lien that is junior to the Liens on the Collateral securing the Notes or the Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation or similar agreement that releases the Guarantor, the Issuer or such Restricted Group Member from further liability; (B) any securities, notes or other obligations received by the Guarantor, the Issuer or any in consideration of such Restricted Group Member from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Guarantor, the Issuer or such Restricted Group Member into cash, to the extent of the cash received in that conversionAsset Sale); and (B) Cash Equivalents; (C) the principal amount assumption by the purchaser of any (x) the Issuer’s Debt or Debt of any Restricted Group Member, that ceases to be Subsidiary (other than Subordinated Debt) as a result of which neither the Issuer nor any of the Restricted Subsidiaries remains obligated in respect of such Debt or (y) Debt of a Restricted Group Member Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale (other than intercompany debt owed to the GuarantorSale, the Issuer or any such Restricted Group Member), to the extent that the Guarantor, if the Issuer and each other Restricted Group Member are Subsidiary is released from any guarantee of payment of the principal amount of such Debt or any primary obligation thereunder in connection with as a result of such Asset Sale; (D) Replacement Assets; or (E) a combination of the consideration specified in clauses (A)(D) to (D); and (iii) the Issuer delivers an Officer’s Certificate to the Trustee certifying that such Asset Sale complies with the provisions described in the foregoing clauses (i) and (ii). (b) Within 395 days after If the receipt of Issuer or any Net Proceeds from Restricted Subsidiary consummates an Asset Sale, the Guarantor Net Cash Proceeds of the Asset Sale, within 360 days after the consummation of such Asset Sale, may apply those Net Proceeds at its option: be used by the Issuer or such Restricted Subsidiary to (i) to permanently repay or prepay any then outstanding (A) revolving or term Debt of the Issuer or the a Guarantor which ranks pari passu with (other than Subordinated Debt), or senior to the Notes or is a secured by a lien ranking pari passu with or senior to the Notes any Restricted Subsidiary (and to effect a corresponding commitment reduction thereunderif such Senior Debt is revolving credit borrowings) at owing to a purchase price equal to 100% of the principal outstanding amount of such Debt plus accrued and unpaid interest, provided that Person other than the Issuer shall make an offer to purchase from all holders of Notes on a pro rata basis the Notes at an offer price equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cash) (B) the Notes pursuant to an offer, on a pro rata basis, to all holders of Notes at a purchase price equal to the price specified in the optional redemption provisions of paragraph 6 of the applicable Note or (C) Debt of a Restricted Group Member; Subsidiary, or (ii) to acquire other long-term assetsinvest in any Replacement Assets, including Capital Stock of a Person engaged in a Permitted Business, that are used or useful in the business of the Restricted Group Members; (iii) to make a capital expenditure; (iv) invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Group Member with Net Proceeds received by another Restricted Group Member); (v) reinvest in the Capital Stock of a Permitted Business; or (vi) any combination of the foregoing; provided that in the case of clauses (ii), (iii), (iv) and (v) above, any such acquisition, expenditure or investment in or commitment to invest in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of the Issuer that is executed or approved within such 395 days will satisfy this requirement, so long as such investment is consummated within 180 days . The amount of such 395th day or within 180 days thereafter. Net Cash Proceeds not so used as set forth in this paragraph (cb) constitutes “Excess Proceeds”. Pending the final application of any such Net Cash Proceeds, the Guarantor Issuer may temporarily reduce revolving credit borrowings or otherwise invest the such Net Cash Proceeds in any manner that is not prohibited by the terms of this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute “Excess Proceeds”. (dc) When the aggregate amount of Excess Proceeds exceeds €25.0 $50.0 million, the Guarantor or the Issuer shall shall, within 20 Business Days, make an offer to purchase (an “Asset Sale Excess Proceeds Offer”) from all Holders and from the holders of Notesany Pari Passu Debt, to the extent required by the terms thereof, at on a pro rata basis, in accordance with the procedures set forth in this Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1,000) of the Notes and any such other Pari Passu Debt, respectively, Debt that may be purchased out with the amount of the Excess Proceeds. The offer price in as to each Note and any Asset Sale Offer shall be with respect to offers to purchase the Notes or other such Pari Passu Debt, Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the Notes to be purchased case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest and Additional Amountsinterest, if any, to the date of purchase, in each case, payable in cash. If To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds remain after consummation Offer is less than the aggregate amount of an Asset Sale OfferExcess Proceeds, the Guarantor Issuer may use those the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for any purpose general corporate purposes that are not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other any such Pari Passu Debt validly tendered into such Asset Sale Offer and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Trustee shall select the Notes and other any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basisbasis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each Asset Sale such Excess Proceeds Offer, the amount of Excess Proceeds shall will be reset at to zero. (ed) The If the Issuer is obligated to make an Excess Proceeds Offer, the Issuer shall purchase the Notes and Pari Passu Debt, at the Guarantor shall option of the holders thereof, in whole or in part in minimum amounts of $200,000 and integral multiples of $1,000 above such amount, on a date that is not earlier than 30 days and not later than 60 days from the date the notice of the Excess Proceeds Offer is given to such holders, or such later date as may be required under the Exchange Act. If the Issuer is required to make an Excess Proceeds Offer, the Issuer will comply with the requirements of any securities laws and the regulations thereunder (applicable tender offer rules, including Rule 14e-1 under the Exchange Act) to the extent those , and any other applicable securities laws and regulations regulations, including any securities laws of Bermuda and the requirements of any applicable securities exchange on which Notes are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offerthen listed. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this IndentureSection 4.09, the Issuer and the Guarantor shall comply with the applicable such securities laws and regulations and shall will not be deemed to have breached their its obligations under the Asset Sale provisions of described in this Indenture covenant by virtue of such conflictthereof.

Limitation on Sale of Certain Assets. (a) The Parent Guarantor and the Issuer shall not, and shall not permit any Restricted Group Member Subsidiary to, consummate an any Asset Sale unless: (i) the consideration the Parent Guarantor (or the Issuer or a such Restricted Group Member, as the case may be) Subsidiary receives consideration at least equal to for such Asset Sale is not less than the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and(as determined in good faith by the Parent Guarantor’s board of directors); (ii) at least 75% of the consideration received in the Asset Sale by the Guarantor, the Issuer Parent Guarantor or such Restricted Group Member is Subsidiary receives in the form respect of such Asset Sale consists of (A) cashcash (including any Net Cash Proceeds received from the conversion within 90 days of such Asset Sale of securities, notes or other obligations received in consideration of such Asset Sale); (B) Cash Equivalents, ; (C) the assumption by the purchaser of (x) the Parent Guarantor’s Debt or Debt of any Restricted Subsidiary (other than Subordinated Debt) as a result of which neither the Parent Guarantor nor any of the Restricted Subsidiaries remains obligated in respect of such Debt or (y) Debt of a Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, if the Parent Guarantor and each other Restricted Subsidiary is released from any guarantee of such Debt as a result of such Asset Sale; (D) Replacement Assets; (E) any Designated Non-cash Consideration received by the Guarantor, the Issuer Parent Guarantor or any such Restricted Group Member Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received from any Asset Sale that is at any one time outstandingpursuant to this clause (ii), not to exceed €50,000,000 at the greater time of €37.5 million and 2.5% the receipt of Consolidated Total Assets (such Designated Non-cash Consideration, with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) ; or (DF) any a combination thereof. For purposes of this provision, each of the following shall be deemed to be cash: consideration specified in clauses (A) any liabilities, as shown on the Guarantor's most recent consolidated balance sheet, of the Guarantor, the Issuer or any Restricted Group Member to (other than contingent liabilities, liabilities that are by their terms subordinated to the Notes or to any Guarantee of the Notes and liabilities secured with a Lien that is junior to the Liens on the Collateral securing the Notes or the Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation or similar agreement that releases the Guarantor, the Issuer or such Restricted Group Member from further liability; (B) any securities, notes or other obligations received by the Guarantor, the Issuer or any such Restricted Group Member from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Guarantor, the Issuer or such Restricted Group Member into cash, to the extent of the cash received in that conversionE); and (Ciii) the principal amount of any Debt of any Restricted Group Member, Parent Guarantor delivers an Officer’s Certificate to the Trustee certifying that ceases to be a Restricted Group Member as a result of such Asset Sale complies with the provisions described in the foregoing clauses (other than intercompany debt owed to the Guarantor, the Issuer or any such Restricted Group Memberi) and (ii), to the extent that the Guarantor, the Issuer and each other Restricted Group Member are released from any guarantee of payment of the principal amount of such Debt or any primary obligation thereunder in connection with such Asset Sale. (b) Within 395 days after If the receipt of Parent Guarantor or any Net Proceeds from Restricted Subsidiary consummates an Asset Sale, the Net Cash Proceeds from such Asset Sale, within 360 days after the consummation of such Asset Sale, may be used by the Parent Guarantor may apply those Net Proceeds at its option: or such Restricted Subsidiary to (i) to permanently repay or prepay any then outstanding (A) revolving or term Senior Debt of the Issuer Parent Guarantor or the Guarantor which ranks pari passu with or senior to the Notes or is a secured by a lien ranking pari passu with or senior to the Notes any Restricted Subsidiary (and to effect a corresponding commitment reduction thereunderif such Senior Debt is revolving credit borrowings) at owing to a purchase price equal to 100% of Person other than the principal outstanding amount of such Debt plus accrued and unpaid interest, provided that the Issuer shall make an offer to purchase from all holders of Notes on a pro rata basis the Notes at an offer price equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cash) (B) the Notes pursuant to an offer, on a pro rata basis, to all holders of Notes at a purchase price equal to the price specified in the optional redemption provisions of paragraph 6 of the applicable Note Parent Guarantor or (C) Debt of a Restricted Group Member; Subsidiary, or (ii) to acquire other long-term assetsinvest in any Replacement Assets, including Capital Stock of a Person engaged in a Permitted Business, that are used or useful in the business of the Restricted Group Members; (iii) to make a capital expenditure; (iv) invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Group Member with Net Proceeds received by another Restricted Group Member); (v) reinvest in the Capital Stock of a Permitted Business; or (vi) any combination of the foregoing; provided that in the case of clauses clause (ii), (iii), (iv) and (v) above, any such acquisition, expenditure or investment in or commitment to invest in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by following the Board of Directors date on which none of the Issuer that is executed January 2010 Senior Notes remain outstanding, if the Parent Guarantor or approved such Restricted Subsidiary, as the case may be, has entered into a binding commitment in definitive form within such 395 days 360-day period to so apply such Net Cash Proceeds with the good faith expectation that such Net Cash Proceeds will be applied to satisfy this requirement, so long as such investment is consummated commitment within 180 days of such 395th day or within 180 days thereafter. commitment (c) Pending the final an “Acceptable Commitment”), such binding commitment shall be treated as a permitted application of such Net Cash Proceeds; provided, further, that if any Acceptable Commitment is later cancelled or terminated for any reason before such Net Cash Proceeds are applied and after such initial 360-day period, then such Net Cash Proceeds shall constitute Excess Proceeds, the . The amount of such Net Cash Proceeds not so used as set forth in this paragraph (b) constitutes “Excess Proceeds.” The Parent Guarantor may temporarily reduce revolving credit borrowings or otherwise invest the such Net Cash Proceeds in any manner that is not prohibited by the terms of this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute “Excess Proceeds”. (dc) When The Parent Guarantor or the Issuers may also at any time, and the Parent Guarantor or the Issuers shall within 20 Business Days after the aggregate amount of Excess Proceeds exceeds (i) for so long as any of the January 2010 Senior Notes remain outstanding, €25.0 million25,000,000 and (ii) thereafter, the Guarantor or the Issuer shall €30,000,000, make an offer to purchase (an “Asset Sale Excess Proceeds Offer”) from all Holders and from the holders of Notesany Pari Passu Debt, to the extent required by the terms thereof, at on a pro rata basis, in accordance with the procedures set forth in this Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as an integral multiple of €1,000 with respect to the Euro Notes and as an integral multiple of $1,000 with respect to the Dollar Notes) of the Notes and any such other Pari Passu Debt, respectively, Debt that may be purchased out with the amount of the Excess Proceeds. The offer price in as to each Note and any Asset Sale Offer shall be with respect to offers to purchase the Notes or other such Pari Passu Debt, Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the Notes to be purchased case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest and Additional Amountsinterest, if any, to the date of purchase, in each case, payable in cash. If . (d) To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds remain after consummation Offer is less than the aggregate amount of an Asset Sale OfferExcess Proceeds, the Parent Guarantor may use those the amount of such Excess Proceeds not used to purchase the Notes and Pari Passu Debt for any purpose general corporate purposes that are not otherwise prohibited by this Indenture. If the aggregate principal amount of the Notes and other any such Pari Passu Debt validly tendered into such Asset Sale Offer and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Trustee shall select the Notes and other any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basisbasis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each Asset Sale such Excess Proceeds Offer, the amount of Excess Proceeds shall will be reset at to zero. (e) The Issuer If the Parent Guarantor or the Issuers are obligated to make an Excess Proceeds Offer, the Parent Guarantor or the Issuers shall purchase the Notes and Pari Passu Debt, at the option of the holders thereof, in whole or in part (as an integral multiple of €1,000 with respect to the Euro Notes and an integral multiple of $1,000 with respect to the Dollar Notes), on a date that is not earlier than 30 days and not later than 60 days from the date the notice of the Excess Proceeds Offer is given to such holders, or such later date as may be required under the Exchange Act provided that Euro Notes of €100,000 and Dollar Notes of $200,000 will be purchased in full. If the Parent Guarantor or the Issuers are required to make an Excess Proceeds Offer, the Parent Guarantor and the Guarantor Issuers shall comply with the requirements of any securities laws and the regulations thereunder (applicable tender offer rules, including Rule 14e-1 under the Exchange Act) to the extent those , and any other applicable securities laws and regulations regulations, including any securities laws of Ireland and the requirements of any applicable securities exchange on which Notes or the Existing Ardagh Bonds are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offerthen listed. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this IndentureSection 4.09, the Issuer and the Guarantor Issuers shall comply with the applicable such securities laws and regulations and shall not be deemed to have breached their its obligations under the Asset Sale provisions of described in this Indenture covenant by virtue of such conflictthereof.

Limitation on Sale of Certain Assets. (a) The Guarantor and the Issuer shall not, and shall not permit any Restricted Group Member Subsidiary to, consummate an Asset Sale unless: (i) the Guarantor Issuer (or the Issuer or a Restricted Group MemberSubsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and (ii) at least 75% of the consideration therefor received in the Asset Sale by the Guarantor, the Issuer or such Restricted Group Member Subsidiary is in the form of of: (A) cashCash Equivalents (including any Cash Equivalents received from the conversion within 60 days of such Asset Sale of any securities, notes or other obligations received in consideration of such Asset Sale) or Liquid Securities; (B) Cash Equivalents, Replacement Assets; (C) any liabilities of the Issuer or any Restricted Subsidiary as shown on the most recent balance sheet of the Issuer or such Restricted Subsidiary (other than contingent liabilities, Indebtedness that is by its terms subordinated in right of payment to the Notes or any Note Guarantee and liabilities to the extent owed to the Issuer or any Affiliate of the Issuer) that are assumed by the transferee of any such assets or Equity Interests and for which the Issuer and all of the Restricted Subsidiaries have been validly released by all creditors in writing; (D) any Designated Non-cash Consideration received by the Guarantor, the Issuer or any of its Restricted Group Member Subsidiaries in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received from any Asset Sale that is at any one time outstandingpursuant to this clause (D) since the Issue Date, not to exceed the greater of €37.5 million and 2.510.0% of Consolidated Total Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value); or (E) or any combination of the consideration specified in clauses (A) to (D) any combination thereof. For purposes of this provision, each of (the following shall be deemed to be cash: (A) any liabilities, as shown on the Guarantor's most recent consolidated balance sheet, of the Guarantor, the Issuer or any Restricted Group Member (other than contingent liabilities, liabilities that are by their terms subordinated to the Notes or to any Guarantee of the Notes and liabilities secured with a Lien that is junior to the Liens on the Collateral securing the Notes or the Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation or similar agreement that releases the Guarantor, the Issuer or such Restricted Group Member from further liability; (B) any securities, notes or other obligations received by the Guarantor, the Issuer or any such Restricted Group Member from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Guarantor, the Issuer or such Restricted Group Member into cash, to the extent of the cash received in that conversion; and (C) the principal amount of any Debt of any Restricted Group Member, that ceases to be a Restricted Group Member as a result of such Asset Sale (other than intercompany debt owed to the Guarantor, the Issuer or any such Restricted Group Memberforegoing collectively being “Permitted Consideration”), to the extent that the Guarantor, the Issuer and each other Restricted Group Member are released from any guarantee of payment of the principal amount of such Debt or any primary obligation thereunder in connection with such Asset Sale. (b) Within 395 Any Asset Sale pursuant to a condemnation, appropriation or other similar taking, including by deed in lieu of condemnation, or pursuant to the foreclosure or other enforcement of a Permitted Lien or exercise by the related lienholder of rights with respect thereto, including by deed of assignment in lieu of foreclosure, shall not be required to satisfy the conditions set forth in Section 4.9(a)(i) and (ii). (c) During the 365 days after the receipt of any Net Proceeds Available Cash from an Asset SaleSale the Issuer or a Restricted Subsidiary, as the Guarantor case may be, may apply those an amount equal to such Net Proceeds Available Cash at its option: (i) to permanently repay (a) Indebtedness of a Restricted Subsidiary that is not a Guarantor, or prepay any then outstanding (Ab) revolving or term Debt of the Issuer or the Guarantor which ranks pari passu with or senior to the Notes or is a secured by a lien ranking pari passu with or senior to the Notes Obligations as provided under Section 3.8, through open-market purchases (and to effect a corresponding commitment reduction thereunder) at a purchase price equal to 100% of the principal outstanding amount of such Debt plus accrued and unpaid interest, provided that the Issuer shall make an offer to purchase from all holders of Notes on a pro rata basis the Notes such purchases are at an offer price equal to or above 100% of the principal amount of thereof) or by making an offer in accordance with the Notes to be purchased plus accrued and unpaid interest and Additional Amountsprocedures set forth below for an Asset Sale Offer, if anyan ABL Collateral Asset Sale Offer or a Fleet Collateral Asset Sale Offer, to the date of purchase, in each case, payable in cash) (B) the Notes pursuant to an offer, on a pro rata basis, to all holders of Notes at a purchase price equal to the price specified in the optional redemption provisions of paragraph 6 of the applicable Note or (C) Debt of a Restricted Group Memberas applicable; (ii) to acquire other long-term assetspurchase Replacement Assets (or enter into a binding agreement to purchase such Replacement Assets); provided that (a) such purchase is consummated no later than the later of (i) the 360th day after such Asset Sale or (ii) 180 days after the date of such binding agreement entered into within 360 days after such Asset Sale, including Capital Stock (b) if such purchase is not consummated within the period set forth in subclause (a), an amount equal to the Net Available Cash not so applied shall be deemed to be ABL Collateral Excess Proceeds, Fleet Collateral Excess Proceeds or Excess Proceeds (each, as defined below), as applicable, and (d) if such Net Available Cash is received in respect of a Person engaged in a Permitted BusinessCollateral, that are used the Replacement Assets, to the extent constituting Notes/Term Collateral or useful in the business of the Restricted Group Members;ABL/Fleet Collateral and not an Excluded Asset, shall be pledged as Collateral; or (iii) to make a capital expenditure; (iv) invest in or commit an Offer to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Group Member with Net Proceeds received by another Restricted Group Member); (v) reinvest in the Capital Stock of a Permitted Business; or (vi) any combination of the foregoing; provided that in the case of clauses (ii), (iii), (iv) and (v) above, any such acquisition, expenditure or investment in or commitment to invest in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of the Issuer that is executed or approved within such 395 days will satisfy this requirement, so long Purchase as such investment is consummated within 180 days of such 395th day or within 180 days thereafterdescribed below. (cd) Pending the final application of any Net ProceedsAvailable Cash, the Guarantor Issuer may temporarily reduce revolving credit borrowings Indebtedness under any Credit Facility or otherwise expend or invest the such Net Proceeds Available Cash in any manner that is not prohibited by this Indenture. Any . (e) An amount equal to any Net Proceeds Available Cash from Asset Sales of ABL Collateral that are is not invested or applied or invested as provided and within the time period set forth in Section 4.9(c) (it being understood that any portion of such Net Available Cash used to purchase or make an offer to purchase Notes, as described in Section 4.9(c)(1) above, shall be deemed to have been invested whether or not such offer is accepted) shall be deemed to constitute “ABL Collateral Excess Proceeds.” When the preceding paragraph aggregate amount of ABL Collateral Excess Proceeds exceeds $35 million, the Issuer shall make an offer to all Holders of the Notes and, if required by the terms of any Obligations secured by a pari passu Lien permitted under this Indenture (which Lien is not subordinate to the Lien of the Notes with respect to the Collateral), to the holders of such other Obligations (an “ABL Collateral Asset Sale Offer”), to purchase, subject to applicable minimum denomination requirements, the maximum aggregate principal amount of the Notes and such other Obligations that may be purchased out of the ABL Collateral Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any (or, in respect of other Obligations, such lesser price, if any, as may be provided for by the terms of such other Obligations), to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuer shall commence an ABL Collateral Asset Sale Offer with respect to ABL Collateral Excess Proceeds within ten Business Days after the date that ABL Collateral Excess Proceeds exceed $35 million by mailing the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. (f) An amount equal to any Net Available Cash from Asset Sales of Fleet Collateral that is not invested or applied as provided and within the time period set forth in Section 4.9(c) (it being understood that any portion of such Net Available Cash used to purchase or make an offer to purchase Notes, as described in Section 4.9(c)(1), shall be deemed to have been invested whether or not such offer is accepted) shall be deemed to constitute “Fleet Collateral Excess Proceeds.” When the aggregate amount of Fleet Collateral Excess Proceeds exceeds $35 million, the Issuer shall make an offer to all holders of the Notes (a “Fleet Collateral Asset Sale Offer”), to purchase, subject to applicable minimum denomination requirements, the maximum aggregate principal amount of the Notes that may be purchased out of the Fleet Collateral Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuer shall commence a Fleet Collateral Asset Sale Offer with respect to Fleet Collateral Excess Proceeds within ten Business Days after the date that Fleet Collateral Excess Proceeds exceed $35 million by mailing the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. (g) An amount equal to any Net Available Cash from any Asset Sale of Notes/Term Collateral or assets not constituting Collateral that is not invested or applied as provided and within the time period set forth in Section 4.9(c) (it being understood that any portion of such Net Available Cash used to purchase or make an offer to purchase Notes, as described in Section 4.9(c)(i) above, shall be deemed to have been invested whether or not such offer is accepted) shall be deemed to constitute “Excess Proceeds”. (d) ” When the aggregate amount of Excess Proceeds exceeds €25.0 $35 million, the Guarantor or the Issuer shall make an offer to purchase all Holders of Notes (and, at the option of the Issuer, to holders of any Pari Passu Indebtedness) (an “Asset Sale Offer”) from all holders to purchase, subject to applicable minimum denomination requirements, the maximum principal amount of NotesNotes (and such Pari Passu Indebtedness) that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, to the extent required plus accrued and unpaid interest, if any (or, in respect of such Pari Passu Indebtedness, such lesser price, if any, as may be provided for by the terms thereofof such Pari Passu Indebtedness), at to but not including the maximum principal date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuer shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceeds $35 million by mailing the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. (h) To the extent that the aggregate amount of Notes and such other Pari Passu Debt, respectively, that may be purchased out of the Excess Proceeds. The offer price in any Indebtedness or such Obligations tendered pursuant to an Asset Sale Offer shall be with respect to offers to purchase is less than the Notes or other Pari Passu DebtABL Collateral Excess Proceeds, equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cash. If any Fleet Collateral Excess Proceeds remain after consummation of an Asset Sale Offeror Excess Proceeds, the Guarantor Issuer may use those any remaining ABL Collateral Excess Proceeds, Fleet Collateral Excess Proceeds or Excess Proceeds for any purpose that is not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and or such other Pari Passu Debt tendered into Indebtedness or such Asset Sale Offer other Obligations surrendered by such holders thereof exceeds the amount of ABL Collateral Excess Proceeds, Fleet Collateral Excess Proceeds or Excess Proceeds, the Trustee Issuer, subject to applicable minimum denomination requirements, shall select the Notes and such other Pari Passu Debt Indebtedness or such other Obligations to be purchased on a pro rata basisin the manner described below. Upon completion of each any such ABL Collateral Asset Sale Offer, Fleet Collateral Sale Offer or Asset Sale Offer, the amount of ABL Collateral Excess Proceeds, Fleet Collateral Excess Proceeds or Excess Proceeds, as the case may be, shall be reset at to zero. (ei) Notwithstanding any provision of this Section 4.9, the sale, conveyance or other disposition of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries, taken as a whole, shall be governed by Sections 4.11 and 5.1 and not by the provisions of this Section 4.9. (j) The Issuer and shall comply, to the Guarantor shall comply extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws and the or regulations thereunder (including Rule 14e-1 under the Exchange Act) to the extent those laws and regulations are applicable in connection with each the repurchase of Notes pursuant to as a result of an Asset Sale OfferSale. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenturethe covenant described hereunder, the Issuer and the Guarantor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations under the Asset Sale provisions of this Indenture covenant described hereunder by virtue of its compliance with such conflictsecurities laws or regulations. If more Notes (and such other Obligations or Pari Passu Indebtedness, as applicable) are tendered pursuant to an Asset Sale Offer, an ABL Collateral Asset Sale Offer or a Fleet Collateral Asset Sale Offer than the Issuer is required to purchase, Notes, such other Obligations and such other Pari Passu Indebtedness tendered will be repurchased, redeemed or repaid on a pro rata basis; provided that no Notes of $2,000 or less shall be purchased in part. Selection of such other Obligations or Pari Passu Indebtedness, as applicable, will be made pursuant to the terms of such other Obligations or Pari Passu Indebtedness.

Limitation on Sale of Certain Assets. (a) The Guarantor and the Issuer Company shall not, and shall not permit any of its Restricted Group Member Subsidiaries to, consummate an Asset Sale unless: (i1) the Guarantor (consideration the Company or the Issuer or a such Restricted Group Member, as the case may be) Subsidiary receives consideration at least equal to for such Asset Sale is not less than the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; andsold; (ii2) at least 75% of the consideration received in the Asset Sale by the Guarantor, the Issuer Company or such Restricted Group Member is Subsidiary receives in the form respect of (A) cash, (B) Cash Equivalents, (C) any Designated Non-cash Consideration received by the Guarantor, the Issuer or any Restricted Group Member having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received from any such Asset Sale that is at any one time outstanding, not to exceed the greater of €37.5 million and 2.5% of Consolidated Total Assets (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) or (D) any combination thereof. For purposes of this provision, each of the following shall be deemed to be cashconsists of: (Ai) cash (including any liabilities, as shown on Net Cash Proceeds received from the Guarantor's most recent consolidated balance sheet, conversion within 60 days of the Guarantor, the Issuer or any Restricted Group Member (other than contingent liabilities, liabilities that are by their terms subordinated to the Notes or to any Guarantee such Asset Sale of the Notes and liabilities secured with a Lien that is junior to the Liens on the Collateral securing the Notes or the Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation or similar agreement that releases the Guarantor, the Issuer or such Restricted Group Member from further liability; (B) any securities, notes or other obligations received in consideration of such Asset Sale); (ii) Cash Equivalents; (iii) the assumption by the Guarantor, purchaser of (x) the Issuer Company’s or any such Restricted Group Member from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Guarantor, the Issuer ’s Debt (other than Subordinated Debt) or such Restricted Group Member into cash, to the extent of the cash received in that conversion; and (C) the principal amount of any Debt of any other Restricted Group Member, that ceases to be Subsidiary as a result of which neither the Company nor any of the Restricted Subsidiaries remains obligated in respect of such Debt or (y) Debt of a Restricted Group Member Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale (other than intercompany debt owed to Sale, if the Guarantor, the Issuer or any such Restricted Group Member), to the extent that the Guarantor, the Issuer Company and each other Restricted Group Member are Subsidiary is released from any guarantee of payment of the principal amount of such Debt or any primary obligation thereunder in connection with as a result of such Asset Sale; (iv) Replacement Assets; or (v) a combination of the consideration specified in Sections 4.14(a)(2)(i) through (a)(2)(iv) hereof; and (3) the Company delivers an Officer’s Certificate to the Trustee certifying that such Asset Sale complies with the provisions described in Sections 4.14(a)(1) and (a)(2) hereof. (b) Within 395 days after If the receipt of Company or any Net Proceeds from Restricted Subsidiary consummates an Asset Sale, the Guarantor Net Cash Proceeds of the Asset Sale, within 360 days after the consummation of such Asset Sale, may apply those Net Proceeds at its optionbe used by the Company or any Restricted Subsidiary to: (i) to invest in any Replacement Assets, (ii) repurchase Notes in accordance with Section 3.07 and Section 3.08 hereof, (iii) permanently repay or prepay any then outstanding (A) revolving or term Debt of the Issuer Company or the a Guarantor which ranks pari passu with (other than Subordinated Debt) or senior to the Notes or is a secured by a lien ranking pari passu with or senior to the Notes any Restricted Subsidiary (and to effect a corresponding commitment reduction thereunder) at a purchase price equal to 100% of the principal outstanding amount of if such Debt plus accrued and unpaid interestis revolving credit borrowings) owing to a Person other than the Company or a Restricted Subsidiary, provided that or (iv) in the Issuer shall case of an Asset Sale by CNL-CWC Networks Inc., to declare or pay any dividend on or make an offer any distribution to purchase from all holders of Notes on Capital Stock of CNL-CWC Networks Inc. (so long as it remains a pro rata basis the Notes at an offer price equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cashRestricted Subsidiary) (B) the Notes pursuant to an offer, on a pro rata basis, to all holders of Notes at a purchase price equal ; provided that any proceeds so distributed to the price specified Company or any Restricted Subsidiary shall be used in the optional redemption provisions accordance with another clause of paragraph 6 of the applicable Note this sentence or shall constitute Excess Proceeds (Cas defined in Section 4.14(c) Debt of a Restricted Group Member; (ii) to acquire other long-term assetsbelow), including Capital Stock of a Person engaged in a Permitted Business, that are used or useful in the business of the Restricted Group Members; (iii) to make a capital expenditure; (iv) invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Group Member with Net Proceeds received by another Restricted Group Member);or (v) reinvest in the Capital Stock of a Permitted Business; or (vi) any combination of the foregoing; provided that in the case of clauses (ii), (iii), (iv) and (v) above, any such acquisition, expenditure or investment in or commitment to invest in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of the Issuer that is executed or approved within such 395 days will satisfy this requirement, so long as such investment is consummated within 180 days of such 395th day or within 180 days thereafter. (c) The amount of such Net Cash Proceeds not so used as set forth in Section 4.14(b) shall constitute “Excess Proceeds.” Pending the final application of any such Net Cash Proceeds, the Guarantor Company may temporarily reduce revolving credit borrowings or otherwise invest the such Net Cash Proceeds in any manner that is not prohibited by the terms of this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute “Excess Proceeds”. (d) When the aggregate amount of Excess Proceeds exceeds €25.0 millionthe greater of $40.0 million and 2.5% of Total Assets, the Guarantor or the Issuer shall Company shall, within 15 Business Days, make an offer to purchase (an “Asset Sale Excess Proceeds Offer”) from all Holders of Notes and from the holders of Notesany Pari Passu Debt, to the extent required by the terms thereof, at on a pro rata basis and subject to the procedures of DTC, in accordance with the procedures set forth in this Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1,000) of the Notes and any such other Pari Passu Debt, respectively, Debt that may be purchased out with the amount of the Excess Proceeds. The offer price in as to each Note and any Asset Sale Offer such Pari Passu Debt shall be with respect to offers to purchase the Notes or other Pari Passu Debt, payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the Notes to be purchased case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest and Additional Amountsinterest, if any, to the date of purchase, in each case, payable in cash. If . (e) To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds remain after consummation Offer is less than the aggregate amount of an Asset Sale OfferExcess Proceeds, the Guarantor Company may use those the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for any purpose general corporate purposes that are not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other any such Pari Passu Debt validly tendered into and not withdrawn by Holders thereof, or holders of such Asset Sale Offer Pari Passu Debt, as the case may be, exceeds the aggregate amount of Excess Proceeds, the Trustee shall select the Notes and other any such Pari Passu Debt to be purchased will be selected and purchased by the Company on a pro rata basisbasis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each Asset Sale such Excess Proceeds Offer, the amount of Excess Proceeds shall will be reset at to zero. (ef) The Issuer If the Company is obligated to make an Excess Proceeds Offer, the Company shall purchase the Notes, at the option of the Holders thereof, in whole or in part in minimum amounts of $200,000 and integral multiples of $1,000 above such amount, on a date that is not earlier than 30 days and not later than 60 days from the Guarantor date the notice of the Excess Proceeds Offer is given to such Holders (with a copy to the Trustee), or such later date as may be required under the Exchange Act. (g) If the Company is required to make an Excess Proceeds Offer, the Company shall comply with the requirements of any securities laws and the regulations thereunder (applicable tender offer rules, including Rule 14e-1 under the Exchange Act) to the extent those , and any other applicable securities laws and regulations regulations, including any securities laws of Barbados and the requirements of any applicable securities exchange on which Notes are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offerthen listed. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this IndentureSection 4.14, the Issuer and the Guarantor Company shall comply with the applicable such securities laws and regulations and shall not be deemed to have breached their the obligations under the Asset Sale provisions of described in this Indenture Section 4.14 by virtue of such conflictthereof.

Limitation on Sale of Certain Assets. (a) The Parent Guarantor and the Issuer shall not, and shall not permit any Restricted Group Member Subsidiary to, consummate an any Asset Sale unless: (i) the consideration the Parent Guarantor (or the Issuer or a such Restricted Group Member, as the case may be) Subsidiary receives consideration at least equal to for such Asset Sale is not less than the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and(as determined in good faith by the Parent Guarantor’s board of directors); (ii) at least 75% of the consideration received in the Asset Sale by the Guarantor, the Issuer Parent Guarantor or such Restricted Group Member is Subsidiary receives in the form respect of such Asset Sale consists of (A) cashcash (including any Net Cash Proceeds received from the conversion within 90 days of such Asset Sale of securities, notes or other obligations received in consideration of such Asset Sale); (B) Cash Equivalents, ; (C) the assumption by the purchaser of (x) the Parent Guarantor’s Debt or Debt of any Restricted Subsidiary (other than Subordinated Debt) as a result of which neither the Parent Guarantor nor any of the Restricted Subsidiaries remains obligated in respect of such Debt or (y) Debt of a Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, if the Parent Guarantor and each other Restricted Subsidiary is released from any guarantee of such Debt as a result of such Asset Sale; (D) Replacement Assets; (E) any Designated Non-cash Consideration received by the Guarantor, the Issuer Parent Guarantor or any such Restricted Group Member Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received from any Asset Sale that is at any one time outstandingpursuant to this clause (ii), not to exceed the greater of €37.5 million 100,000,000 and 2.51.25% of Consolidated Total Assets (at the time of the receipt of such Designated Non-cash Consideration, with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) ; or (DF) any a combination thereof. For purposes of this provision, each of the following shall be deemed to be cash: consideration specified in clauses (A) any liabilities, as shown on the Guarantor's most recent consolidated balance sheet, of the Guarantor, the Issuer or any Restricted Group Member to (other than contingent liabilities, liabilities that are by their terms subordinated to the Notes or to any Guarantee of the Notes and liabilities secured with a Lien that is junior to the Liens on the Collateral securing the Notes or the Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation or similar agreement that releases the Guarantor, the Issuer or such Restricted Group Member from further liability; (B) any securities, notes or other obligations received by the Guarantor, the Issuer or any such Restricted Group Member from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Guarantor, the Issuer or such Restricted Group Member into cash, to the extent of the cash received in that conversionE); and (Ciii) the principal amount of any Debt of any Restricted Group Member, Parent Guarantor delivers an Officer’s Certificate to the Trustee certifying that ceases to be a Restricted Group Member as a result of such Asset Sale complies with the provisions described in the foregoing clauses (other than intercompany debt owed to the Guarantor, the Issuer or any such Restricted Group Memberi) and (ii), to the extent that the Guarantor, the Issuer and each other Restricted Group Member are released from any guarantee of payment of the principal amount of such Debt or any primary obligation thereunder in connection with such Asset Sale. (b) Within 395 days after If the receipt of Parent Guarantor or any Net Proceeds from Restricted Subsidiary consummates an Asset Sale, the Net Cash Proceeds from such Asset Sale, within 360 days after the consummation of such Asset Sale, may be used by the Parent Guarantor may apply those Net Proceeds at its option: or such Restricted Subsidiary to (iA) to permanently repay or prepay any then outstanding (Ai) revolving or term Debt of the Issuer Parent Guarantor or the Guarantor which ranks pari passu with or senior to the Notes or is a secured by a lien ranking pari passu with or senior to the Notes any Restricted Subsidiary (and to effect a corresponding commitment reduction thereunderif such Senior Debt is revolving credit borrowings) at owing to a purchase price equal to 100% of Person other than the principal outstanding amount of such Debt plus accrued and unpaid interest, provided that the Issuer shall make an offer to purchase from all holders of Notes on Parent Guarantor or a pro rata basis the Notes at an offer price equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, Restricted Subsidiary to the date of purchase, in each case, payable in cash) extent secured by a Lien (B) the Notes pursuant to an offer, on a pro rata basis, to all holders of Notes at a purchase price equal to the price specified in the optional redemption provisions of paragraph 6 of the applicable Note or (Cii) Debt of a Restricted Group Member; (ii) Subsidiary that is not a Guarantor owing to acquire other long-term assets, including Capital Stock of a Person engaged in other than the Parent Guarantor or a Permitted Business, that are used Restricted Subsidiary or useful in the business of the Restricted Group Members; (iii) to make any other Pari Passu Debt other than the Existing Unsecured Notes, the New Unsecured Notes or any other unsecured Debt that is guaranteed on a capital expenditure; subordinated basis (ivB) invest in any Replacement Assets, (C) acquire all or commit substantially all of the assets of, or any Capital Stock of, another Similar Business, if, after giving effect to invest in Additional Assets (including by means any such acquisition of an investment in Additional Assets by Capital Stock, the Similar Business is or becomes a Restricted Group Member with Net Proceeds received by another Restricted Group Member); Subsidiary, or (v) reinvest in the Capital Stock of a Permitted Business; or (viD) any combination of the foregoing; provided that in the case of clauses clause (iiB), (iii)if the Parent Guarantor or such Restricted Subsidiary, (iv) and (v) aboveas the case may be, any such acquisition, expenditure or investment has entered into a binding commitment in or commitment to invest in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of the Issuer that is executed or approved form within such 395 days 360-day period to so apply such Net Cash Proceeds with the good faith expectation that such Net Cash Proceeds will be applied to satisfy this requirement, so long as such investment is consummated commitment within 180 days of such 395th day or within 180 days thereafter. commitment (c) Pending the final an “Acceptable Commitment”), such binding commitment shall be treated as a permitted application of such Net Cash Proceeds; provided, further, that if any Acceptable Commitment is later cancelled or terminated for any reason before such Net Cash Proceeds are applied and after such initial 360-day period, then such Net Cash Proceeds shall constitute Excess Proceeds, the . The amount of such Net Cash Proceeds not so used as set forth in this paragraph (b) constitutes “Excess Proceeds.” The Parent Guarantor may temporarily reduce revolving credit borrowings or otherwise invest the such Net Cash Proceeds in any manner that is not prohibited by the terms of this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute “Excess Proceeds”. (dc) When The Parent Guarantor or the Issuers may also at any time, and the Parent Guarantor or the Issuers shall within 20 Business Days after the aggregate amount of Excess Proceeds exceeds €25.0 million50,000,000, the Guarantor or the Issuer shall make an offer to purchase (an “Asset Sale Excess Proceeds Offer”) from all Holders and from the holders of Notesany Pari Passu Debt (which, in the case of Excess Proceeds which constitute proceeds from the sale or other disposition of Collateral, were secured by a Lien on such Collateral), to the extent required by the terms thereof, at on a pro rata basis, in accordance with the procedures set forth in this Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as an integral multiple of €1,000 with respect to the Euro Notes and as an integral multiple of $1,000 with respect to the Floating Rate Dollar Notes and Fixed Rate Dollar Notes) of the Notes and any such other Pari Passu Debt, respectively, Debt that may be purchased out with the amount of the Excess Proceeds. The offer price in as to each Note and any Asset Sale Offer shall be with respect to offers to purchase the Notes or other such Pari Passu Debt, Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the Notes to be purchased case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest and Additional Amountsinterest, if any, to the date of purchase, in each case, payable in cash. If . (d) To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds remain after consummation Offer is less than the aggregate amount of an Asset Sale OfferExcess Proceeds, the Parent Guarantor may use those the amount of such Excess Proceeds not used to purchase the Notes and Pari Passu Debt for any purpose general corporate purposes that are not otherwise prohibited by this Indenture. If the aggregate principal amount of the Notes and other any such Pari Passu Debt validly tendered into such Asset Sale Offer and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Trustee shall select the Notes and other any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basis. Upon completion of each Asset Sale Offer, basis (based upon the principal amount of Excess Proceeds shall be reset at zero. (e) The Issuer Notes and the Guarantor shall comply with the requirements of any securities laws and the regulations thereunder (including Rule 14e-1 under the Exchange Act) to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws principal amount or regulations conflict with the Asset Sale provisions of this Indenture, the Issuer and the Guarantor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Asset Sale provisions of this Indenture by virtue accreted value of such conflict.Pari Passu Debt tendered by each

Limitation on Sale of Certain Assets. (a) The Guarantor and the Issuer shall not, and shall not permit any Restricted Group Member Subsidiary to, consummate an any Asset Sale unless: (i) the Guarantor (or consideration the Issuer or a such Restricted Group Member, as the case may be) Subsidiary receives consideration at least equal to for such Asset Sale is not less than the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; andsold; (ii) at least 75% of the consideration received in the Asset Sale by the Guarantor, the Issuer or such Restricted Group Member is Subsidiary receives in the form respect of such Asset Sale consists of (A) cash, cash (B) including any Net Cash Equivalents, (C) any Designated Non-cash Consideration received by the Guarantor, the Issuer or any Restricted Group Member having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration Proceeds received from any the conversion within 60 days of such Asset Sale that is at any one time outstanding, not to exceed the greater of €37.5 million and 2.5% of Consolidated Total Assets (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) or (D) any combination thereof. For purposes of this provision, each of the following shall be deemed to be cash: (A) any liabilities, as shown on the Guarantor's most recent consolidated balance sheet, of the Guarantor, the Issuer or any Restricted Group Member (other than contingent liabilities, liabilities that are by their terms subordinated to the Notes or to any Guarantee of the Notes and liabilities secured with a Lien that is junior to the Liens on the Collateral securing the Notes or the Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation or similar agreement that releases the Guarantor, the Issuer or such Restricted Group Member from further liability; (B) any securities, notes or other obligations received by the Guarantor, the Issuer or any in consideration of such Restricted Group Member from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Guarantor, the Issuer or such Restricted Group Member into cash, to the extent of the cash received in that conversionAsset Sale); and (B) Cash Equivalents; (C) the principal amount assumption by the purchaser of any (I) the Issuer’s Debt or Debt of any Restricted Group Member, that ceases to be Subsidiary (other than Subordinated Debt) as a result of which neither the Issuer nor any of the Restricted Subsidiaries remains obligated in respect of such Debt or (II) Debt of a Restricted Group Member Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale (other than intercompany debt owed to the GuarantorSale, the Issuer or any such Restricted Group Member), to the extent that the Guarantor, if the Issuer and each other Restricted Group Member are Subsidiary is released from any guarantee of payment of the principal amount of such Debt or any primary obligation thereunder in connection with as a result of such Asset Sale; or (D) a combination of the consideration specified in clauses (A) to (C); and (iii) the Issuer delivers an Officer’s Certificate to the Trustee certifying that such Asset Sale complies with the provisions described in the foregoing clauses (i) and (ii). (b) Within 395 days after If the receipt of Issuer or any Net Proceeds from Restricted Subsidiary consummates an Asset Sale, the Guarantor Net Cash Proceeds of the Asset Sale, within 365 days after the consummation of such Asset Sale, may apply those Net Proceeds at its option: be used by the Issuer or such Restricted Subsidiary to (i) to permanently repay or prepay any then outstanding (A) revolving or term Senior Debt of the Issuer (other than the Notes) or the any Subsidiary Guarantor which ranks pari passu with or senior to the Notes or any Debt of a Restricted Subsidiary that is not a secured by a lien ranking pari passu with or senior to the Notes Subsidiary Guarantor (and to effect a corresponding commitment reduction thereunderif any such amounts are prepaid or repaid under the revolving credit portion of a Credit Facility) at owing to a purchase price equal to 100% of the principal outstanding amount of such Debt plus accrued and unpaid interest, provided that Person other than the Issuer shall make an offer to purchase from all holders of Notes on a pro rata basis the Notes at an offer price equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cash) (B) the Notes pursuant to an offer, on a pro rata basis, to all holders of Notes at a purchase price equal to the price specified in the optional redemption provisions of paragraph 6 of the applicable Note or (C) Debt of a Restricted Group Member; Subsidiary, or (ii) to acquire other long-term assetsinvest in any Replacement Assets, including Capital Stock of a Person engaged in a Permitted Business, that are used or useful in the business of the Restricted Group Members; (iii) to make a capital expenditure; (iv) invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Group Member with Net Proceeds received by another Restricted Group Member); (v) reinvest in the Capital Stock of a Permitted Business; or (vi) any combination of the foregoing; provided that in the case of clauses (ii), (iii), (iv) and (v) above, any such acquisition, expenditure or investment in or commitment to invest in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of the Issuer that is executed or approved within such 395 days will satisfy this requirement, so long as such investment is consummated within 180 days . The amount of such 395th day or within 180 days thereafter. Net Cash Proceeds not so used as set forth in this paragraph (cb) constitutes “Excess Proceeds”. Pending the final application of any such Net Cash Proceeds, the Guarantor Issuer may temporarily reduce revolving credit borrowings or otherwise invest the such Net Cash Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute “Excess Proceeds”. (d) When the aggregate amount of Excess Proceeds exceeds €25.0 million, the Guarantor or the Issuer shall make an offer to purchase (an “Asset Sale Offer”) from all holders of Notes, to the extent required by the terms thereof, at the maximum principal amount of Notes and such other Pari Passu Debt, respectively, that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer shall be with respect to offers to purchase the Notes or other Pari Passu Debt, equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Guarantor may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other Pari Passu Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other Pari Passu Debt to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (e) The Issuer and the Guarantor shall comply with the requirements of any securities laws and the regulations thereunder (including Rule 14e-1 under the Exchange Act) to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Issuer and the Guarantor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Asset Sale provisions of this Indenture by virtue of such conflict.

Limitation on Sale of Certain Assets. (a) The Parent Guarantor and the Issuer shall not, and shall not permit any Restricted Group Member Subsidiary to, consummate an any Asset Sale unless: (i) the consideration the Parent Guarantor (or the Issuer or a such Restricted Group Member, as the case may be) Subsidiary receives consideration at least equal to for such Asset Sale is not less than the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and(as determined in good faith by the Parent Guarantor’s Board of Directors); (ii) at least 75% of the consideration received in the Asset Sale by the Guarantor, the Issuer Parent Guarantor or such Restricted Group Member is Subsidiary receives in the form respect of such Asset Sale consists of (A) cashcash (including any Net Cash Proceeds received from the conversion within 90 days of such Asset Sale of securities, notes or other obligations received in consideration of such Asset Sale); (B) Cash Equivalents, ; (C) the assumption by the purchaser of (x) the Parent Guarantor’s Debt or Debt of any Restricted Subsidiary (other than Subordinated Debt) as a result of which neither the Parent Guarantor nor any of the Restricted Subsidiaries remains obligated in respect of such Debt or (y) Debt of a Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, if the Parent Guarantor and each other Restricted Subsidiary is released from any guarantee of such Debt as a result of such Asset Sale; (D) Replacement Assets; (E) any Designated Non-cash Consideration ​ ​ received by the Guarantor, the Issuer Parent Guarantor or any such Restricted Group Member Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received from any Asset Sale that is at any one time outstandingpursuant to this clause (ii), not to exceed the greater of €37.5 million $225,000,000 and 2.53.00% of Consolidated Total Assets (at the time of the receipt of such Designated Non-cash Consideration, with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) ; or (DF) any a combination thereof. For purposes of this provision, each of the following shall be deemed to be cash: consideration specified in sub-clauses (A) any liabilities, as shown on the Guarantor's most recent consolidated balance sheet, to (E) of the Guarantor, the Issuer or any Restricted Group Member (other than contingent liabilities, liabilities that are by their terms subordinated to the Notes or to any Guarantee of the Notes and liabilities secured with a Lien that is junior to the Liens on the Collateral securing the Notes or the Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation or similar agreement that releases the Guarantor, the Issuer or such Restricted Group Member from further liability; (B) any securities, notes or other obligations received by the Guarantor, the Issuer or any such Restricted Group Member from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Guarantor, the Issuer or such Restricted Group Member into cash, to the extent of the cash received in that conversionthis Section 4.09(a)(ii); and (Ciii) the principal amount of any Debt of any Restricted Group Member, Parent Guarantor delivers an Officer’s Certificate to the Trustee certifying that ceases to be a Restricted Group Member as a result of such Asset Sale complies with the provisions described in sub-clauses (other than intercompany debt owed to the Guarantor, the Issuer or any such Restricted Group Memberi) and (ii) of this Section 4.09(a), to the extent that the Guarantor, the Issuer and each other Restricted Group Member are released from any guarantee of payment of the principal amount of such Debt or any primary obligation thereunder in connection with such Asset Sale. (b) Within 395 days after If the receipt of Parent Guarantor or any Net Proceeds from Restricted Subsidiary consummates an Asset Sale, the Net Cash Proceeds from such Asset Sale, within 360 days after the consummation of such Asset Sale, may be used by the Parent Guarantor may apply those Net Proceeds at its option: or such Restricted Subsidiary to (iA) to permanently repay repay, purchase or prepay any then outstanding (Ai) revolving or term Debt of the Issuer Parent Guarantor or the Guarantor which ranks pari passu with or senior to the Notes or is a secured by a lien ranking pari passu with or senior to the Notes any Restricted Subsidiary (and to effect a corresponding commitment reduction thereunder) at a purchase price equal to 100% of the principal outstanding amount of if such Debt plus accrued and unpaid interest, provided that is revolving credit borrowings) owing to a Person other than the Issuer shall make an offer to purchase from all holders of Notes on Parent Guarantor or a pro rata basis the Notes at an offer price equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, Restricted Subsidiary to the date of purchase, in each case, payable in cash) extent secured by a Lien (B) the Notes pursuant to an offer, on a pro rata basis, to all holders of Notes at a purchase price equal to the price specified in the optional redemption provisions of paragraph 6 of the applicable Note or (Cii) Debt of a Restricted Group Member; (ii) Subsidiary that is not a Guarantor owing to acquire other long-term assets, including Capital Stock of a Person engaged in other than the Parent Guarantor or a Permitted Business, that are used Restricted Subsidiary or useful in the business of the Restricted Group Members; (iii) to make any other Pari Passu Debt other than the Existing Unsecured Notes or any other unsecured Debt that is guaranteed on a capital expenditure; subordinated basis (ivB) invest in any Replacement Assets, (C) acquire all or commit substantially all of the assets of, or any Capital Stock of, another Similar Business, if, after giving effect to invest in Additional Assets (including by means any such acquisition of an investment in Additional Assets by Capital Stock, the Similar Business is or becomes a Restricted Group Member with Net Proceeds received by another Restricted Group Member); Subsidiary, or (v) reinvest in the Capital Stock of a Permitted Business; or (viD) any combination of the foregoing; provided that in the case of clauses sub-clause (iiB) of this Section 4.09(b), (iii)if the Parent Guarantor or such Restricted Subsidiary, (iv) and (v) aboveas the case may be, any such acquisition, expenditure or investment has entered into a binding commitment in or commitment to invest in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of the Issuer that is executed or approved form within such 395 days 360-day period to so apply such Net Cash Proceeds with the good faith expectation that such Net Cash Proceeds will be applied to satisfy this requirement, so long as such investment is consummated commitment within 180 days of such 395th day or within 180 days thereafter. commitment (c) Pending the final an “Acceptable Commitment”), such binding commitment shall be treated as a permitted application of such Net Cash Proceeds; provided, further, that if any Acceptable Commitment is later cancelled or terminated for any reason before such Net Cash Proceeds are applied and after such initial 360-day period, then such Net Cash Proceeds shall constitute Excess Proceeds, the . The amount of such Net Cash Proceeds not so used as set forth in this Section 4.09(b) constitutes “Excess Proceeds”. The Parent Guarantor may temporarily reduce revolving credit borrowings or otherwise invest the such Net Cash Proceeds in any manner that is not prohibited by the terms of this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute “Excess Proceeds”. (dc) When The Parent Guarantor or the Issuers may also at any time, and the Parent Guarantor or the Issuers shall within 20 Business Days after the aggregate amount of Excess Proceeds exceeds €25.0 millionthe greater of $100,000,000 and 1.5% of Total Assets, the Guarantor or the Issuer shall make an offer to purchase (an “Asset Sale Excess Proceeds Offer”) from all Holders and from the holders of Notesany Pari Passu Debt (which, in the case of Excess Proceeds which constitute proceeds from the sale or other disposition of Collateral, were secured by a Lien on such Collateral), to the extent required by the terms thereof, at on a pro rata basis, in accordance with the procedures set forth in this Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as an integral multiple of $1,000) of the Notes and any such other Pari Passu Debt, respectively, Debt that may be purchased out with the amount of the Excess Proceeds. The offer price in as to each Note and any Asset Sale Offer shall be with respect to offers to purchase the Notes or other such Pari Passu Debt, Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the Notes to be purchased case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest and Additional Amountsinterest, if any, to the date of purchase, in each case, payable in cash. If . (d) To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds remain after consummation Offer is less than the aggregate amount of an Asset Sale OfferExcess Proceeds, the ​ ​ Parent Guarantor may use those the amount of such Excess Proceeds not used to purchase the Notes and Pari Passu Debt for any purpose general corporate purposes that are not otherwise prohibited by this Indenture. If the aggregate principal amount of the Notes and other any such Pari Passu Debt validly tendered into such Asset Sale Offer and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Trustee shall select the Notes and other any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basisbasis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each Holder). Upon completion of each Asset Sale such Excess Proceeds Offer, the amount of Excess Proceeds shall will be reset at to zero. (e) The Issuer If the Parent Guarantor or the Issuers are obligated to make an Excess Proceeds Offer, the Parent Guarantor or the Issuers shall purchase the Notes and Pari Passu Debt, at the option of the holders thereof, in whole or in part (as an integral multiple of $1,000), on a date that is not earlier than 30 days and not later than 60 days from the date the notice of the Excess Proceeds Offer is given to such holders, or such later date as may be required under the Exchange Act; provided that Notes of $200,000 will be purchased in full. If the Parent Guarantor or the Issuers are required to make an Excess Proceeds Offer, the Parent Guarantor and the Guarantor Issuers shall comply with the requirements of any securities laws and the regulations thereunder (applicable tender offer rules, including Rule 14e-1 under the Exchange Act) to the extent those , and any other applicable securities laws and regulations regulations, including any securities laws of Ireland and the requirements of any applicable securities exchange on which Notes or the Existing Ardagh Bonds are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offerthen listed. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this IndentureSection 4.09, the Issuer and the Guarantor Issuers shall comply with the applicable such securities laws and regulations and shall not be deemed to have breached their obligations under the Asset Sale provisions of described in this Indenture Section 4.09 by virtue of such conflictthereof.

Limitation on Sale of Certain Assets. (a) The Parent Guarantor and the Issuer shall not, and shall not permit any Restricted Group Member Subsidiary to, consummate an any Asset Sale unless: (i) the consideration the Parent Guarantor (or the Issuer or a such Restricted Group Member, as the case may be) Subsidiary receives consideration at least equal to for such Asset Sale is not less than the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and(as determined in good faith by the Parent Guarantor’s Board of Directors); (ii) at least 75% of the consideration received in the Asset Sale by the Guarantor, the Issuer Parent Guarantor or such Restricted Group Member is Subsidiary receives in the form respect of such Asset Sale consists of (A) cashcash (including any Net Cash Proceeds received from the conversion within 90 days of such Asset Sale of securities, notes or other obligations received in consideration of such Asset Sale); (B) Cash Equivalents, ; (C) the assumption by the purchaser of (x) the Parent Guarantor’s Debt or Debt of any Restricted Subsidiary (other than Subordinated Debt) as a result of which neither the Parent Guarantor nor any of the Restricted Subsidiaries remains obligated in respect of such Debt or (y) Debt of a Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, if the Parent Guarantor and each other Restricted Subsidiary is released from any guarantee of such Debt as a result of such Asset Sale; (D) Replacement Assets; (E) any Designated Non-cash Consideration received by the Guarantor, the Issuer Parent Guarantor or any such Restricted Group Member Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received from any Asset Sale that is at any one time outstandingpursuant to this clause (ii), not to exceed the greater of €37.5 million $225,000,000 and 2.53.00% of Consolidated Total Assets (at the time of the receipt of such Designated Non-cash Consideration, with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) ; or (DF) any a combination thereof. For purposes of this provision, each of the following shall be deemed to be cash: consideration specified in sub-clauses (A) any liabilities, as shown on to (E) of this Section 4.09(a)(ii); and (iii) the Guarantor's most recent consolidated balance sheet, Parent Guarantor delivers an Officer’s Certificate to the Trustee certifying that such Asset Sale complies with the provisions described in sub-clauses (i) and (ii) of this Section 4.09(a). (b) If the Guarantor, the Issuer Parent Guarantor or any Restricted Group Member Subsidiary consummates an Asset Sale, the Net Cash Proceeds from such Asset Sale, within 360 days after the consummation of such Asset Sale, may be used by the Parent Guarantor or such Restricted Subsidiary to (A) permanently repay, purchase or prepay any then outstanding Debt (other than contingent liabilities, liabilities Debt that are by their terms is subordinated to the Notes or to any Guarantee the Guarantees of the Notes and liabilities secured with a Lien that is junior to Notes) of the Liens on the Collateral securing the Notes or the Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation or similar agreement that releases the Guarantor, the Issuer or such Restricted Group Member from further liability; (B) any securities, notes or other obligations received by the Guarantor, the Issuer Parent Guarantor or any such Restricted Group Member from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Guarantor, the Issuer or such Restricted Group Member into cash, to the extent of the cash received in that conversion; and (C) the principal amount of any Debt of any Restricted Group Member, that ceases to be a Restricted Group Member as a result of such Asset Sale (other than intercompany debt owed to the Guarantor, the Issuer or any such Restricted Group Member), to the extent that the Guarantor, the Issuer and each other Restricted Group Member are released from any guarantee of payment of the principal amount of such Debt or any primary obligation thereunder in connection with such Asset Sale. (b) Within 395 days after the receipt of any Net Proceeds from an Asset Sale, the Guarantor may apply those Net Proceeds at its option: (i) to permanently repay or prepay any then outstanding (A) revolving or term Debt of the Issuer or the Guarantor which ranks pari passu with or senior to the Notes or is a secured by a lien ranking pari passu with or senior to the Notes Subsidiary (and to effect a corresponding commitment reduction thereunder) at a purchase price equal to 100% of the principal outstanding amount of if such Debt plus accrued and unpaid interest, provided that is revolving credit borrowings) owing to a Person other than the Issuer shall make an offer to purchase from all holders of Notes on Parent Guarantor or a pro rata basis the Notes at an offer price equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cash) Restricted Subsidiary or (B) the Notes pursuant to an offerinvest in any Replacement Assets, on a pro rata basis, to all holders of Notes at a purchase price equal to the price specified in the optional redemption provisions of paragraph 6 of the applicable Note or (C) Debt acquire all or substantially all of the assets of, or any Capital Stock of, another Similar Business, if, after giving effect to any such acquisition of Capital Stock, the Similar Business is or becomes a Restricted Group Member; Subsidiary, or (ii) to acquire other long-term assets, including Capital Stock of a Person engaged in a Permitted Business, that are used or useful in the business of the Restricted Group Members; (iii) to make a capital expenditure; (iv) invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Group Member with Net Proceeds received by another Restricted Group Member); (v) reinvest in the Capital Stock of a Permitted Business; or (viD) any combination of the foregoing; provided that in the case of clauses sub-clause (iiB) of this Section 4.09(b), (iii)if the Parent Guarantor or such Restricted Subsidiary, (iv) and (v) aboveas the case may be, any such acquisition, expenditure or investment has entered into a binding commitment in or commitment to invest in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of the Issuer that is executed or approved form within such 395 days 360-day period to so apply such Net Cash Proceeds with the good faith expectation that such Net Cash Proceeds will be applied to satisfy this requirement, so long as such investment is consummated commitment within 180 days of such 395th day or within 180 days thereafter. commitment (c) Pending the final an “Acceptable Commitment”), such binding commitment shall be treated as a permitted application of such Net Cash Proceeds; provided, further, that if any Acceptable Commitment is later cancelled or terminated for any reason before such Net Cash Proceeds are applied and after such initial 360-day period, then such Net Cash Proceeds shall constitute Excess Proceeds, the . The amount of such Net Cash Proceeds not so used as set forth in this Section 4.09(b) constitutes “Excess Proceeds”. The Parent Guarantor may temporarily reduce revolving credit borrowings or otherwise invest the such Net Cash Proceeds in any manner that is not prohibited by the terms of this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute “Excess Proceeds”. (dc) When The Parent Guarantor or the Issuers may also at any time, and the Parent Guarantor or the Issuers shall within 20 Business Days after the aggregate amount of Excess Proceeds exceeds €25.0 millionthe greater of $100,000,000 and 1.5% of Total Assets, the Guarantor or the Issuer shall make an offer to purchase (an “Asset Sale Excess Proceeds Offer”) from all Holders and from the holders of Notesany Pari Passu Debt, to the extent required by the terms thereof, at on a pro rata basis, in accordance with the procedures set forth in this Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as an integral multiple of $1,000) of the Notes and any such other Pari Passu Debt, respectively, Debt that may be purchased out with the amount of the Excess Proceeds. The offer price in as to each Note and any Asset Sale Offer shall be with respect to offers to purchase the Notes or other such Pari Passu Debt, Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the Notes to be purchased case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest and Additional Amountsinterest, if any, to the date of purchase, in each case, payable in cash. If . (d) To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds remain after consummation Offer is less than the aggregate amount of an Asset Sale OfferExcess Proceeds, the Parent Guarantor may use those the amount of such Excess Proceeds not used to purchase the Notes and Pari Passu Debt for any purpose general corporate purposes that are not otherwise prohibited by this Indenture. If the aggregate principal amount of the Notes and other any such Pari Passu Debt validly tendered into such Asset Sale Offer and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Trustee shall select the Notes and other any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basisbasis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each Holder). Upon completion of each Asset Sale such Excess Proceeds Offer, the amount of Excess Proceeds shall will be reset at to zero. (e) The Issuer If the Parent Guarantor or the Issuers are obligated to make an Excess Proceeds Offer, the Parent Guarantor or the Issuers shall purchase the Notes and Pari Passu Debt, at the option of the holders thereof, in whole or in part (as an integral multiple of $1,000), on a date that is not earlier than 30 days and not later than 60 days from the date the notice of the Excess Proceeds Offer is given to such holders, or such later date as may be required under the Exchange Act provided that Notes of $200,000 will be purchased in full. If the Parent Guarantor or the Issuers are required to make an Excess Proceeds Offer, the Parent Guarantor and the Guarantor Issuers shall comply with the requirements of any securities laws and the regulations thereunder (applicable tender offer rules, including Rule 14e-1 under the Exchange Act) to the extent those , and any other applicable securities laws and regulations regulations, including any securities laws of Ireland and the requirements of any applicable securities exchange on which Notes or the Existing Ardagh Bonds are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offerthen listed. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this IndentureSection 4.09, the Issuer and the Guarantor Issuers shall comply with the applicable such securities laws and regulations and shall not be deemed to have breached their obligations under the Asset Sale provisions of described in this Indenture Section 4.09 by virtue of such conflictthereof.

Limitation on Sale of Certain Assets. (a) The Guarantor and the Issuer Holdings shall not, and shall not permit any Restricted Group Member Subsidiary to, consummate an any Asset Sale unless: (i) the Guarantor (consideration Holdings or the Issuer or a Restricted Group Member, as the case may be) such Subsidiary receives consideration at least equal to for such Asset Sale is not less than the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; andsold; (ii) at least (A) 50% of the consideration Holdings or such Subsidiary receives in respect of such Asset Sale consists of Cash, and (B) 75% of the consideration received Holdings or such Subsidiary receives in respect of such Asset Sale consists of a combination of Cash and Cash Equivalents; provided that for purposes of the requirement in this Section 4.09(a)(ii)(B), (w) the amount of any Debt or other liabilities (other than Debt or other liabilities that are subordinated in right of payment to the Notes or that are owed to Holdings or any Subsidiary) of Holdings or any Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the Asset Sale notes thereto) that are assumed by the Guarantor, the Issuer or transferee of any such Restricted Group Member is assets and for which Holdings and/or its applicable Subsidiary have been validly released by all relevant creditors in the form of (A) cashwriting, (Bx) Cash Equivalentsthe amount of any trade-in value applied to the purchase price of any Replacement Assets acquired in connection with such Asset Sale, (Cy) any securities received by Holdings or any Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (z) any Designated Non-cash Cash Consideration received by the Guarantor, the Issuer or any Restricted Group Member in respect of such Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Cash Consideration received from any Asset Sale pursuant to this clause (z) that is at any one that time outstanding, not to exceed the greater in excess of €37.5 million and 2.5% of Consolidated Total Assets (with the Fair Market Value of $50.0 million, in each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) or (D) any combination thereof. For purposes of this provisioncase, each of the following shall be deemed to be cash: Cash Equivalents); provided that this Section 4.09(a)(ii) shall not apply to (A1) any liabilitiesDisposition in the form of Sale and Lease-Back Transactions permitted by Section 4.14, as shown on the Guarantor's most recent consolidated balance sheet, or (2) any Dispositions made to comply with any order or other directive of the Guarantor, the Issuer any governmental authority or any Restricted Group Member (other than contingent liabilities, liabilities that are by their terms subordinated to the Notes or to any Guarantee of the Notes and liabilities secured with a Lien that is junior to the Liens on the Collateral securing the Notes or the Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation or similar agreement that releases the Guarantor, the Issuer or such Restricted Group Member from further liabilityapplicable law; (Biii) any securities, notes or other obligations received by the Guarantor, the Issuer or any such Restricted Group Member from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Guarantor, the Issuer or such Restricted Group Member into cash, to the extent as of the cash received in that conversiontime of such Asset Sale, no Event of Default has occurred and is continuing, or would result therefrom; and (Civ) in the principal amount case of any Debt of any Restricted Group MemberSale and Lease-Back Transaction, that ceases to be a Restricted Group Member as a result of such Asset Sale (other than intercompany debt owed to the Guarantor, the Issuer or any such Restricted Group Member), to the extent that the Guarantor, the Issuer and each other Restricted Group Member are released from any guarantee of payment of the principal amount of such Debt or any primary obligation thereunder Lease-Back Transaction is permitted by and otherwise in connection accordance with such Asset SaleSection 4.14. (b) Within 395 If Holdings or any Subsidiary consummates any Asset Sale (including any Sale and Lease-Back Transaction), the Net Proceeds of such Asset Sale shall be applied by Holdings or such Subsidiary within 365 days after the receipt consummation of any Net Proceeds from an such Asset Sale; provided that such 365 day period may be extended by up to 180 days if, prior to the Guarantor may apply those Net Proceeds at its option: expiration of such 365 day period, Holdings or any Subsidiary has contractually committed to reinvest such proceeds pursuant to clause (ii) below during such period, and such proceeds are so reinvested within 180 days of the expiration of such initial 365 day period, to: (i) to permanently repay repay, prepay, pay or prepay purchase any then then-outstanding (A) revolving or term Pari Passu Debt of the an Issuer or a Guarantor owing to a Person other than Holdings or a Subsidiary; provided that, in each case, the Guarantor which ranks pari passu with or senior Issuers shall, as a condition precedent thereto, make an Excess Proceeds Offer to the all Holders of then-outstanding Notes or is a secured by a lien ranking pari passu with or senior to the Notes (and to effect a corresponding commitment reduction thereunder) purchase, at a purchase price equal to 100% of the principal outstanding amount of such Debt thereof, plus accrued and unpaid interest, provided that the Issuer shall make an offer to purchase from all holders of Notes on a pro rata basis the Notes at an offer price equal to 100% of the principal amount of the Notes, and shall equally and ratably repay and reduce the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date Obligations in respect of purchaseany Excess Proceeds Offer that was accepted, in each case, payable in cashaccordance with the provisions set forth in Section 3.01 and paragraph six of the Notes, (ii) invest in any Replacement Assets in an aggregate amount not to exceed $75.0 million in a fiscal year (the “Reinvestment Cap”) (provided, however that (A) proceeds generated through an Asset Sale involving any Disposition in respect of a Sale and Lease-Back Transaction (except for bona fide Sale and Lease-Back Transactions in respect of fiber networks permitted by Section 4.14, up to the amount (if any) available under the Reinvestment Cap at such time), shall immediately constitute Excess Proceeds, and, as a result, may not be reinvested pursuant to this clause (ii) but shall instead be required to be applied to make an Excess Proceeds Offer), (B) the Notes pursuant proceeds of casualty insurance (or similar reimbursements) relating to an offer, on a pro rata basis, to all holders of Notes at a purchase price equal any assets may be used to the price specified in the optional redemption provisions of paragraph 6 of extent necessary to replace or repair the applicable Note or asset, and which shall not be counted against the Reinvestment Cap, and (C) Debt proceeds from any Disposition of a Restricted Group Member; (ii) to acquire other long-term assetsCollateral must be reinvested as assets that will be pledged as Collateral, including Capital Stock of a Person engaged in a Permitted Business, that are used or useful in the business of the Restricted Group Members; (iii) to make a capital expenditure; (iv) invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Group Member with Net Proceeds received by another Restricted Group Member); (v) reinvest in the Capital Stock of a Permitted Business; or (vi) any combination of the foregoing; provided that in the case of clauses (ii), (iii), (iv) and (v) above, any such acquisition, expenditure or investment in or commitment to invest in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of the Issuer that is executed or approved within such 395 days will satisfy this requirement, so long as such investment is consummated within 180 days . The amount of such 395th day or within 180 days thereafterNet Proceeds not so used as set forth in this Section 4.09(b) constitutes “Excess Proceeds. (c) ” Pending the final application of any such Net Proceeds, the Guarantor Issuers may temporarily reduce revolving credit borrowings or otherwise invest the such Net Proceeds in Cash or Cash Equivalents, so long as the same shall be held in an account of the Issuers or any manner that is Guarantor and shall not prohibited be applied to repay, repurchase, redeem or otherwise make or finance any payment in respect of any other Debt, or for any other purpose except as permitted by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute “Excess Proceeds”. (dc) When the aggregate amount of Excess Proceeds exceeds €25.0 million$15.0 million in any fiscal year, the Guarantor or the Issuer shall Issuers shall, within 20 Business Days, make an offer to purchase (an “Asset Sale Excess Proceeds Offer”) from all holders of NotesHolders and, to the extent required by the terms thereof, at from the holders of any Pari Passu Debt, on a pro rata basis, in accordance with the procedures set forth in this Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1.00) of the Notes and any such other Pari Passu Debt, respectively, Debt that may be purchased out with the amount of the Excess Proceeds. The offer price in as to each Note and any Asset Sale Offer shall be with respect to offers to purchase the Notes or other such Pari Passu Debt, Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the Notes to be purchased case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest and Additional Amountsinterest, if any, to the date of purchase, in each case, payable in cash. If . (d) To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds remain after consummation Offer is less than the aggregate amount of an Asset Sale OfferExcess Proceeds, the Guarantor Issuers may use those the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for any purpose general corporate purposes that are not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other any such Pari Passu Debt validly tendered into such Asset Sale Offer and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Trustee shall select the Notes and other any such Pari Passu Debt to be purchased will be selected by the Trustee on a pro rata basisbasis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder) and in accordance with the procedures of DTC. Upon completion of each Asset Sale such Excess Proceeds Offer, the amount of Excess Proceeds shall will be reset at to zero. (e) The Issuer and the Guarantor shall comply with the requirements of any securities laws and the regulations thereunder (including Rule 14e-1 under the Exchange Act) to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Issuer and the Guarantor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Asset Sale provisions of this Indenture by virtue of such conflict.

Limitation on Sale of Certain Assets. (a) The Parent Guarantor and the Issuer shall not, and shall not permit any Restricted Group Member Subsidiary to, consummate an any Asset Sale unless: (i) the consideration the Parent Guarantor (or the Issuer or a such Restricted Group Member, as the case may be) Subsidiary receives consideration at least equal to for such Asset Sale is not less than the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and(as determined in good faith by the Parent Guarantor’s board of directors); (ii) at least 75% of the consideration received in the Asset Sale by the Guarantor, the Issuer Parent Guarantor or such Restricted Group Member is Subsidiary receives in the form respect of such Asset Sale consists of (A) cashcash (including any Net Cash Proceeds received from the conversion within 90 days of such Asset Sale of securities, notes or other obligations received in consideration of such Asset Sale); (B) Cash Equivalents, ; (C) the assumption by the purchaser of (x) the Parent Guarantor’s Debt or Debt of any Restricted Subsidiary (other than Subordinated Debt) as a result of which neither the Parent Guarantor nor any of the Restricted Subsidiaries remains obligated in respect of such Debt or (y) Debt of a Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, if the Parent Guarantor and each other Restricted Subsidiary is released from any guarantee of such Debt as a result of such Asset Sale; (D) Replacement Assets; (E) any Designated Non-cash Consideration received by the Guarantor, the Issuer Parent Guarantor or any such Restricted Group Member Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received from any Asset Sale that is at any one time outstandingpursuant to this clause (ii), not to exceed the greater of €37.5 million 100,000,000 and 2.51.25% of Consolidated Total Assets (at the time of the receipt of such Designated Non-cash Consideration, with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) ; or (DF) any a combination thereof. For purposes of this provision, each of the following shall be deemed to be cash: consideration specified in sub-clauses (A) any liabilities, as shown on the Guarantor's most recent consolidated balance sheet, to (E) of the Guarantor, the Issuer or any Restricted Group Member (other than contingent liabilities, liabilities that are by their terms subordinated to the Notes or to any Guarantee of the Notes and liabilities secured with a Lien that is junior to the Liens on the Collateral securing the Notes or the Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation or similar agreement that releases the Guarantor, the Issuer or such Restricted Group Member from further liability; (B) any securities, notes or other obligations received by the Guarantor, the Issuer or any such Restricted Group Member from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Guarantor, the Issuer or such Restricted Group Member into cash, to the extent of the cash received in that conversionthis Section 4.09(a)(ii); and (Ciii) the principal amount of any Debt of any Restricted Group Member, Parent Guarantor delivers an Officer’s Certificate to the Trustee certifying that ceases to be a Restricted Group Member as a result of such Asset Sale complies with sub-clauses (other than intercompany debt owed to the Guarantor, the Issuer or any such Restricted Group Memberi) and (ii) of this Section 4.09(a), to the extent that the Guarantor, the Issuer and each other Restricted Group Member are released from any guarantee of payment of the principal amount of such Debt or any primary obligation thereunder in connection with such Asset Sale. (b) Within 395 days after If the receipt of Parent Guarantor or any Net Proceeds from Restricted Subsidiary consummates an Asset Sale, the Net Cash Proceeds from such Asset Sale, within 360 days after the consummation of such Asset Sale, may be used by the Parent Guarantor may apply those Net Proceeds at its option: or such Restricted Subsidiary to (i) to permanently repay or prepay any then outstanding Debt (A) revolving or term other than Debt of the Issuer or the Guarantor which ranks pari passu with or senior that is subordinated to the Notes or is a secured by a lien ranking pari passu with the Guarantees of the Notes) of the Parent Guarantor or senior to the Notes any Restricted Subsidiary (and to effect a corresponding commitment reduction thereunder) at a purchase price equal to 100% of the principal outstanding amount of if such Debt plus accrued and unpaid interest, provided that is revolving credit borrowings) owing to a Person other than the Issuer shall make an offer to purchase from all holders of Notes on a pro rata basis the Notes at an offer price equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cash) (B) the Notes pursuant to an offer, on a pro rata basis, to all holders of Notes at a purchase price equal to the price specified in the optional redemption provisions of paragraph 6 of the applicable Note Parent Guarantor or (C) Debt of a Restricted Group Member; Subsidiary, (ii) to acquire other long-term assetsinvest in any Replacement Assets, including Capital Stock of a Person engaged in a Permitted Business, that are used or useful in the business of the Restricted Group Members; (iii) acquire all or substantially all of the assets of, or any Capital Stock of, another Similar Business, if, after giving effect to make any such acquisition of Capital Stock, the Similar Business is or becomes a capital expenditure; Restricted Subsidiary, or (iv) invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Group Member with Net Proceeds received by another Restricted Group Member); (v) reinvest in the Capital Stock of a Permitted Business; or (vi) any combination of the foregoing; provided that in the case of clauses sub-clause (ii) of this Section 4.09(b), (iii)if the Parent Guarantor or such Restricted Subsidiary, (iv) and (v) aboveas the case may be, any such acquisition, expenditure or investment has entered into a binding commitment in or commitment to invest in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of the Issuer that is executed or approved form within such 395 days 360-day period to so apply such Net Cash Proceeds with the good faith expectation that such Net Cash Proceeds will be applied to satisfy this requirement, so long as such investment is consummated commitment within 180 days of such 395th day or within 180 days thereafter. commitment (c) Pending the final an “Acceptable Commitment”), such binding commitment shall be treated as a permitted application of such Net Cash Proceeds; provided, further, that if any Acceptable Commitment is later cancelled or terminated for any reason before such Net Cash Proceeds are applied and after such initial 360-day period, then such Net Cash Proceeds shall constitute Excess Proceeds, the . The amount of such Net Cash Proceeds not so used as set forth in this Section 4.09(b) constitutes “Excess Proceeds.” The Parent Guarantor may temporarily reduce revolving credit borrowings or otherwise invest the such Net Cash Proceeds in any manner that is not prohibited by the terms of this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute “Excess Proceeds”. (dc) When The Parent Guarantor or the Issuers may also at any time, and the Parent Guarantor or the Issuers shall within 20 Business Days after the aggregate amount of Excess Proceeds exceeds €25.0 million50,000,000, the Guarantor or the Issuer shall make an offer to purchase (an “Asset Sale Excess Proceeds Offer”) from all Holders and from the holders of Notesany Pari Passu Debt, to the extent required by the terms thereof, at on a pro rata basis, in accordance with the procedures set forth in this Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as an integral multiple of $1,000) of the Notes and any such other Pari Passu Debt, respectively, Debt that may be purchased out with the amount of the Excess Proceeds. The offer price in as to each Note and any Asset Sale Offer shall be with respect to offers to purchase the Notes or other such Pari Passu Debt, Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the Notes to be purchased case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest and Additional Amountsinterest, if any, to the date of purchase, in each case, payable in cash. If . (d) To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds remain after consummation Offer is less than the aggregate amount of an Asset Sale OfferExcess Proceeds, the Parent Guarantor may use those the amount of such Excess Proceeds not used to purchase the Notes and Pari Passu Debt for any purpose general corporate purposes that are not otherwise prohibited by this Indenture. If the aggregate principal amount of the Notes and other any such Pari Passu Debt validly tendered into such Asset Sale Offer and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Trustee shall select the Notes and other any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basisbasis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each Holder). Upon completion of each Asset Sale such Excess Proceeds Offer, the amount of Excess Proceeds shall will be reset at to zero. (e) The Issuer If the Parent Guarantor or the Issuers are obligated to make an Excess Proceeds Offer, the Parent Guarantor or the Issuers shall purchase the Notes and Pari Passu Debt, at the option of the holders thereof, in whole or in part (as an integral multiple of $1,000), on a date that is not earlier than 30 days and not later than 60 days from the date the notice of the Excess Proceeds Offer is given to such holders, or such later date as may be required under the Exchange Act; provided that Notes of $200,000 will be purchased in full. If the Parent Guarantor or the Issuers are required to make an Excess Proceeds Offer, the Parent Guarantor and the Guarantor Issuers shall comply with the requirements of any securities laws and the regulations thereunder (applicable tender offer rules, including Rule 14e-1 under the Exchange Act) to the extent those , and any other applicable securities laws and regulations regulations, including any securities laws of Ireland and the requirements of any applicable securities exchange on which Notes or the Existing Ardagh Bonds are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offerthen listed. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this IndentureSection 4.09, the Issuer and the Guarantor Issuers shall comply with the applicable such securities laws and regulations and shall not be deemed to have breached their its obligations under the Asset Sale provisions of described in this Indenture Section 4.09 by virtue of such conflictthereof.

Limitation on Sale of Certain Assets. (a1) The Guarantor and the Issuer shall not, and shall not permit any Restricted Group Member Subsidiary to, consummate an any Asset Sale unless: (ia) the Guarantor (or consideration the Issuer or a such Restricted Group Member, as the case may be) Subsidiary receives consideration at least equal to for such Asset Sale is not less than the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and(as determined by the Issuer’s Board of Directors); (iib) at least 75% of the consideration received in the Asset Sale by the Guarantor, the Issuer or such Restricted Group Member is Subsidiary receives in respect of such Asset Sale consists of: (i) cash (including any Net Cash Proceeds received from the form conversion to cash within 90 days of such Asset Sale of securities, notes or other obligations received in consideration of such Asset Sale); InterXion Holding N.V. Indenture Page 55 (ii) Cash Equivalents (including any Net Cash Proceeds received from the conversion to cash within 90 days of such Asset Sale of securities, notes or other obligations received in consideration of such Asset Sale); (iii) the assumption by the purchaser of (Ax) cashthe Issuer’s Debt or Debt of any Restricted Subsidiary (other than Subordinated Debt) as a result of which neither the Issuer nor any of the Restricted Subsidiaries remains obliged in respect of such Debt or (y) Debt of a Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, if the Issuer and each other Restricted Subsidiary is released from any guarantee of such Debt as a result of such Asset Sale; (Biv) Cash Equivalents, Replacement Assets; (Cv) any Designated Non-cash Consideration received by the Guarantor, the Issuer or any of its Restricted Group Member having an Subsidiaries in such Asset Sale; provided that the aggregate Fair Market ValueValue of such Designated Non-cash Consideration, taken together with the Fair Market Value at the time of receipt of all other Designated Non-cash Consideration received pursuant to this clause (v), less the amount of Net Cash Proceeds previously realized in cash from any Asset Sale that is at any one time outstanding, prior Designated Non-cash Consideration does not to exceed the greater of €37.5 million and 2.5% of Consolidated Total Assets (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) or €20.0 million; or (Dvi) any a combination thereof. For purposes of this provision, each of the following shall be deemed to be cash:consideration specified in clauses (i) through (v); and (Ac) any liabilities, as shown on the Guarantor's most recent consolidated balance sheet, of Issuer delivers an Officers’ Certificate to the Guarantor, Trustee certifying that such Asset Sale complies with the provisions described in the foregoing clauses (a) and (b). (2) If the Issuer or any Restricted Group Member (other than contingent liabilitiesSubsidiary consummates an Asset Sale, liabilities that are by their terms subordinated to the Notes or to any Guarantee Net Cash Proceeds of the Notes and liabilities secured with a Lien that is junior to Asset Sale, within 365 days of the Liens on the Collateral securing the Notes consummation of such Asset Sale (or the Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation or similar agreement that releases the Guarantor, the Issuer or such Restricted Group Member from further liability; (B) any securities, notes or other obligations received by the Guarantor, the Issuer or any such Restricted Group Member from Subsidiary may enter into a binding commitment to so use; provided that such transferee that Net Cash Proceeds are contemporaneouslyso used within 180 days after the expiration of the aforementioned 365 day period), subject to ordinary settlement periods, converted may be used by the Guarantor, the Issuer or such Restricted Group Member into cash, to the extent of the cash received in that conversion; and (C) the principal amount of any Debt of any Restricted Group Member, that ceases to be a Restricted Group Member as a result of such Asset Sale (other than intercompany debt owed to the Guarantor, the Issuer or any such Restricted Group Member), to the extent that the Guarantor, the Issuer and each other Restricted Group Member are released from any guarantee of payment of the principal amount of such Debt or any primary obligation thereunder in connection with such Asset Sale. (b) Within 395 days after the receipt of any Net Proceeds from an Asset Sale, the Guarantor may apply those Net Proceeds at its optionSubsidiary to: (ia) to permanently repay or prepay any then outstanding (A) revolving or term Debt of the Issuer Issuer, or the Guarantor which ranks pari passu with or senior to the Notes or is a secured by a lien ranking pari passu with or senior to the Notes Debt of any Restricted Subsidiary (and to effect a permanently reduce the corresponding commitment reduction thereunder) at a purchase price by an equal to 100% of the principal outstanding amount of if such Debt plus accrued and unpaid interest, provided that is a revolving credit borrowing) owing to a Person other than the Issuer shall make an offer to purchase from all holders of Notes on a pro rata basis the Notes at an offer price equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cash) (B) the Notes pursuant to an offer, on a pro rata basis, to all holders of Notes at a purchase price equal to the price specified in the optional redemption provisions of paragraph 6 of the applicable Note or (C) Debt of a Restricted Group MemberSubsidiary, as applicable; (ii) to acquire other long-term assets, including Capital Stock of a Person engaged in a Permitted Business, that are used or useful in the business of the Restricted Group Members; (iiib) to make a capital expenditure; (iv) invest in expenditure or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Group Member with Net Proceeds received by another Restricted Group Member); (v) reinvest in the Capital Stock of a Permitted Businessany Replacement Assets; or (vic) any combination of the foregoing; provided that in the case of clauses (ii), (iii), (iv) and (v) above, any such acquisition, expenditure or investment in or commitment to invest in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of the Issuer that is executed or approved within such 395 days will satisfy this requirement, so long as such investment is consummated within 180 days of such 395th day or within 180 days thereafter. (c) Pending the final application of any Net Proceeds, the Guarantor may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute “Excess Proceeds”. (d) When the aggregate amount of Excess Proceeds exceeds €25.0 million, the Guarantor or the Issuer shall make an offer to purchase (an “Asset Sale Offer”) from all holders of Notes, to the extent required by the terms thereof, at the maximum principal amount of Notes and such other Pari Passu Debt, respectively, that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer shall be with respect to offers to purchase the Notes or other Pari Passu Debt, equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Guarantor may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other Pari Passu Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other Pari Passu Debt to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (e) The Issuer and the Guarantor shall comply with the requirements of any securities laws and the regulations thereunder (including Rule 14e-1 under the Exchange Act) to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Issuer and the Guarantor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Asset Sale provisions of this Indenture by virtue of such conflict.

Limitation on Sale of Certain Assets. (a) The Guarantor and the Issuer shall will not, and shall will not permit any Restricted Group Member Subsidiary to, consummate an any Asset Sale unless: (i) the Guarantor (or consideration the Issuer or a such Restricted Group Member, as the case may be) Subsidiary receives consideration at least equal to for such Asset Sale is not less than the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets sold or Equity Interests Capital Stock issued or sold or otherwise disposed of; and (ii) at least 75% of the consideration received in the Asset Sale by the Guarantor, the Issuer or such Restricted Group Member is Subsidiary receives in the form respect of such Asset Sale consists of (A) cash, ; (B) Cash Equivalents, ; (C) any Designated Non-cash Consideration received by the Guarantor, the Issuer or any Restricted Group Member having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received from any Asset Sale that is at any one time outstanding, not to exceed the greater of €37.5 million and 2.5% of Consolidated Total Assets (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) or (D) any combination thereof. For purposes of this provision, each of the following shall be deemed to be cash: (A) any liabilities, as shown on the Guarantor's most recent consolidated balance sheet, of the Guarantor, the Issuer or any Restricted Group Member (other than contingent liabilities, liabilities that are by their terms subordinated to the Notes or to any Guarantee of the Notes and liabilities secured with a Lien that is junior to the Liens on the Collateral securing the Notes or the Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation or similar agreement that releases the Guarantor, the Issuer or such Restricted Group Member from further liability; (B) any securities, notes or other obligations received by the Guarantor, the Issuer or any such Restricted Group Member Subsidiary from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Guarantor, the Issuer or such Restricted Group Member Subsidiary into cashcash or Cash Equivalents within 90 days following the closing of the Asset Sale, to the extent of the cash or Cash Equivalents received in that conversion; and (CD) the principal amount assumption by the purchaser of any liabilities, as recorded on the balance sheet of the Issuer or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes), that are assumed by the transferee of any such assets and as a result of which the Issuer and its Restricted Subsidiaries are no longer obligated with respect to such liabilities or are indemnified against further liabilities; (E) Debt of any Restricted Group Member, Subsidiary that ceases to be is no longer a Restricted Group Member Subsidiary as a result of such Asset Sale (other than intercompany debt owed to the Guarantor, the Issuer or any such Restricted Group Member)Sale, to the extent that the Guarantor, the Issuer and each other Restricted Group Member Subsidiary are released from any guarantee of payment of the principal amount Guarantee of such Debt or any primary obligation thereunder in connection with such Asset Sale; (F) any Capital Stock or assets of the kind referred to in clauses (b)(v) or (b)(vii) of this Section 4.07; (G) assets that would constitute a Permitted Investment, or (H) a combination of the consideration specified in clauses (A) to (G). (b) Within 395 days after If the receipt of Issuer or any Net Proceeds from Restricted Subsidiary consummates an Asset Sale, the Guarantor Net Cash Proceeds from such Asset Sale, within 365 days after the consummation of such Asset Sale, may apply those be used or committed in a binding commitment to be used (provided that such Net Cash Proceeds are actually used within the later of (x) 365 days from the consummation of the Asset Sale or (y) 180 days from the date of such binding commitment or in the case of a Vessel newbuilding commitment upon delivery of the Vessel) at its option: the option of the Issuer or such Restricted Subsidiary: (i) to permanently repay or prepay any then outstanding (A) revolving or term Debt of the Issuer or the Guarantor which ranks pari passu redeem Notes in accordance with or senior this Indenture and/or to purchase the Notes or is a secured by a lien ranking pari passu with or senior pursuant to the an offer to all holders of Notes (and to effect a corresponding commitment reduction thereunder) at a purchase price equal to 100% of the principal outstanding amount of such Debt the Notes, plus accrued and unpaid interestinterest thereon and Additional Amounts, provided that if any, to (but not including) the date of purchase (a “Notes Offer”); (ii) to purchase, or permanently prepay or redeem or repay, any Debt of a Restricted Subsidiary other than the Issuer shall make or any Guarantor (and to effect a corresponding commitment reduction if such Debt is revolving credit borrowings); (iii) to purchase, or permanently prepay or redeem or repay, any Pari Passu Debt so long as the Issuer or such Restricted Subsidiary makes an offer to purchase from all holders of Notes on a pro rata basis the to all holders of Notes at an offer a purchase price equal to 100% of the principal amount of the Notes to be purchased Notes, plus accrued and unpaid interest thereon and Additional Amounts, if any, to (but not including) the date of purchase; (iv) to purchase, or permanently prepay or redeem or repay, any Debt that is secured by a Lien on any of the property or assets, whether owned at or acquired after the Issue Date, of the Issuer or any Restricted Subsidiary (and to effect a corresponding commitment reduction if such Debt is revolving credit borrowings); (v) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary; (vi) to make a capital expenditure; (vii) to acquire other assets (other than Capital Stock) that are used or useful in a Permitted Business; or (viii) any combination of the foregoing. (c) Pending the final application of any Net Cash Proceeds (including cash or Cash Equivalents received from the conversion of any securities, notes or other obligations), the Issuer (or the applicable Restricted Subsidiary) may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in any manner that is not prohibited by this Indenture. (d) Any Net Cash Proceeds from Asset Sales that are not applied or invested as provided in Section 4.07(b) will constitute “Excess Proceeds.” The Issuer may also at any time, and the Issuer will within ten Business Days after the aggregate amount of Excess Proceeds exceeds $50,000,000, make an offer to purchase (an “Excess Proceeds Offer”) from all holders of Notes and from the holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in this Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1,000) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds (plus in each case all accrued interest on the Debt and the amount of all fees and expenses, including premiums, incurred in connection therewith). The offer price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase and Additional Amounts, if any, to the date of purchase, in each case, payable in cash) (B) prepayment or redemption. To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an offer, on a pro rata basis, to all holders of Notes at a purchase price equal to the price specified in the optional redemption provisions of paragraph 6 of the applicable Note or (C) Debt of a Restricted Group Member; (ii) to acquire other long-term assets, including Capital Stock of a Person engaged in a Permitted Business, that are used or useful in the business of the Restricted Group Members; (iii) to make a capital expenditure; (iv) invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Group Member with Net Excess Proceeds received by another Restricted Group Member); (v) reinvest in the Capital Stock of a Permitted Business; or (vi) any combination of the foregoing; provided that in the case of clauses (ii), (iii), (iv) and (v) above, any such acquisition, expenditure or investment in or commitment to invest in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of the Issuer that Offer is executed or approved within such 395 days will satisfy this requirement, so long as such investment is consummated within 180 days of such 395th day or within 180 days thereafter. (c) Pending the final application of any Net Proceeds, the Guarantor may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute “Excess Proceeds”. (d) When less than the aggregate amount of Excess Proceeds exceeds €25.0 millionProceeds, the Guarantor or Issuer may use the Issuer shall make an offer amount of such Excess Proceeds not used to purchase (an “Asset Sale Offer”) from all holders of Notes, to the extent required by the terms thereof, at the maximum principal amount of Notes and such other Pari Passu Debt, respectively, Debt for general corporate purposes that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer shall be with respect to offers to purchase the Notes or other Pari Passu Debt, equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Guarantor may use those Excess Proceeds for any purpose are not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other any such Pari Passu Debt validly tendered into such Asset Sale Offer and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Trustee shall select the Notes and other any such Pari Passu Debt to be purchased will be selected by the Trustee on a pro rata basisbasis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder) or in accordance with the procedures set forth in this Indenture. Upon completion of each Asset Sale such Excess Proceeds Offer, the amount of Excess Proceeds shall will be reset at to zero. (e) The If the Issuer is obligated to make an Excess Proceeds Offer, the Issuer will purchase the Notes and Pari Passu Debt, at the Guarantor shall option of the holders thereof, in whole or in part in integral multiples of $1,000, on a date that is not earlier than 30 days and not later than 60 days from the date the notice of the Excess Proceeds Offer is given to such holders, or such later date as may be required under the Exchange Act; provided that no Note of less than $100,000 remains outstanding thereafter. (f) If the Issuer is required to make an Excess Proceeds Offer, the Issuer will comply with the requirements of any securities laws and the regulations thereunder (applicable tender offer rules, including Rule 14e-1 under the Exchange Act) to the extent those , and any other applicable securities laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offerregulations. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenturecovenant, the Issuer and the Guarantor shall will comply with the applicable such securities laws and regulations and shall will not be deemed to have breached their its obligations under the Asset Sale provisions of described in this Indenture covenant by virtue of such conflictthereof.

Limitation on Sale of Certain Assets. (a) The Parent Guarantor and the Issuer shall not, and shall not permit any Restricted Group Member Subsidiary to, consummate an any Asset Sale unless: (i) the consideration the Parent Guarantor (or the Issuer or a such Restricted Group Member, as the case may be) Subsidiary receives consideration at least equal to for such Asset Sale is not less than the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and(as determined in good faith by the Parent Guarantor’s board of directors); (ii) at least 75% of the consideration received in the Asset Sale by the Guarantor, the Issuer Parent Guarantor or such Restricted Group Member is Subsidiary receives in the form respect of such Asset Sale consists of (A) cashcash (including any Net Cash Proceeds received from the conversion within 90 days of such Asset Sale of securities, notes or other obligations received in consideration of such Asset Sale); (B) Cash Equivalents, ; (C) the assumption by the purchaser of (x) the Parent Guarantor’s Debt or Debt of any Restricted Subsidiary (other than Subordinated Debt) as a result of which neither the Parent Guarantor nor any of the Restricted Subsidiaries remains obligated in respect of such Debt or (y) Debt of a Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, if the Parent Guarantor and each other Restricted Subsidiary is released from any guarantee of such Debt as a result of such Asset Sale; (D) Replacement Assets; (E) any Designated Non-cash Consideration received by the Guarantor, the Issuer Parent Guarantor or any such Restricted Group Member Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received from any Asset Sale that is at any one time outstandingpursuant to this clause (ii), not to exceed €50,000,000 at the greater time of €37.5 million and 2.5% the receipt of Consolidated Total Assets (such Designated Non-cash Consideration, with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) ; or (DF) any a combination thereof. For purposes of this provision, each of the following shall be deemed to be cash: consideration specified in clauses (A) any liabilities, as shown on the Guarantor's most recent consolidated balance sheet, of the Guarantor, the Issuer or any Restricted Group Member to (other than contingent liabilities, liabilities that are by their terms subordinated to the Notes or to any Guarantee of the Notes and liabilities secured with a Lien that is junior to the Liens on the Collateral securing the Notes or the Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation or similar agreement that releases the Guarantor, the Issuer or such Restricted Group Member from further liability; (B) any securities, notes or other obligations received by the Guarantor, the Issuer or any such Restricted Group Member from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Guarantor, the Issuer or such Restricted Group Member into cash, to the extent of the cash received in that conversionE); and (Ciii) the principal amount of any Debt of any Restricted Group Member, Parent Guarantor delivers an Officer’s Certificate to the Trustee certifying that ceases to be a Restricted Group Member as a result of such Asset Sale complies with the provisions described in the foregoing clauses (other than intercompany debt owed to the Guarantor, the Issuer or any such Restricted Group Memberi) and (ii), to the extent that the Guarantor, the Issuer and each other Restricted Group Member are released from any guarantee of payment of the principal amount of such Debt or any primary obligation thereunder in connection with such Asset Sale. (b) Within 395 days after If the receipt of Parent Guarantor or any Net Proceeds from Restricted Subsidiary consummates an Asset Sale, the Net Cash Proceeds from such Asset Sale, within 360 days after the consummation of such Asset Sale, may be used by the Parent Guarantor may apply those Net Proceeds at its option: or such Restricted Subsidiary to (i) to permanently repay or prepay any then outstanding (A) revolving or term Senior Debt of the Issuer Parent Guarantor or the Guarantor which ranks pari passu with or senior to the Notes or is a secured by a lien ranking pari passu with or senior to the Notes any Restricted Subsidiary (and to effect a corresponding commitment reduction thereunderif such Senior Debt is revolving credit borrowings) at owing to a purchase price equal to 100% of Person other than the principal outstanding amount of such Debt plus accrued and unpaid interest, provided that the Issuer shall make an offer to purchase from all holders of Notes on a pro rata basis the Notes at an offer price equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cash) (B) the Notes pursuant to an offer, on a pro rata basis, to all holders of Notes at a purchase price equal to the price specified in the optional redemption provisions of paragraph 6 of the applicable Note Parent Guarantor or (C) Debt of a Restricted Group Member; Subsidiary, or (ii) to acquire other long-term assetsinvest in any Replacement Assets, including Capital Stock of a Person engaged in a Permitted Business, that are used or useful in the business of the Restricted Group Members; (iii) to make a capital expenditure; (iv) invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Group Member with Net Proceeds received by another Restricted Group Member); (v) reinvest in the Capital Stock of a Permitted Business; or (vi) any combination of the foregoing; provided that in the case of clauses clause (ii), (iii), (iv) and (v) above, any such acquisition, expenditure or investment in or commitment to invest in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by following the Board of Directors date on which none of the Issuer that is executed 2007 Senior Notes and the January 2010 Senior Notes remain outstanding, if the Parent Guarantor or approved such Restricted Subsidiary, as the case may be, has entered into a binding commitment in definitive form within such 395 days 360-day period to so apply such Net Cash Proceeds with the good faith expectation that such Net Cash Proceeds will be applied to satisfy this requirement, so long as such investment is consummated commitment within 180 days of such 395th day or within 180 days thereafter. commitment (c) Pending the final an “Acceptable Commitment”), such binding commitment shall be treated as a permitted application of such Net Cash Proceeds; provided, further, that if any Acceptable Commitment is later cancelled or terminated for any reason before such Net Cash Proceeds are applied and after such initial 360-day period, then such Net Cash Proceeds shall constitute Excess Proceeds, the . The amount of such Net Cash Proceeds not so used as set forth in this paragraph (b) constitutes “Excess Proceeds.” The Parent Guarantor may temporarily reduce revolving credit borrowings or otherwise invest the such Net Cash Proceeds in any manner that is not prohibited by the terms of this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute “Excess Proceeds”. (dc) When The Parent Guarantor or the Issuers may also at any time, and the Parent Guarantor or the Issuers shall within 20 Business Days after the aggregate amount of Excess Proceeds exceeds (i) for so long as any of the 2007 Senior Notes and the January 2010 Senior Notes remain outstanding, €25.0 million25,000,000 and (ii) thereafter, the Guarantor or the Issuer shall €30,000,000, make an offer to purchase (an “Asset Sale Excess Proceeds Offer”) from all Holders and from the holders of Notesany Pari Passu Debt, to the extent required by the terms thereof, at on a pro rata basis, in accordance with the procedures set forth in this Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as an integral multiple of $1,000) of the Notes and any such other Pari Passu Debt, respectively, Debt that may be purchased out with the amount of the Excess Proceeds. The offer price in as to each Note and any Asset Sale Offer shall be with respect to offers to purchase the Notes or other such Pari Passu Debt, Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the Notes to be purchased case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest and Additional Amountsinterest, if any, to the date of purchase, in each case, payable in cash. If . (d) To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds remain after consummation Offer is less than the aggregate amount of an Asset Sale OfferExcess Proceeds, the Parent Guarantor may use those the amount of such Excess Proceeds not used to purchase the Notes and Pari Passu Debt for any purpose general corporate purposes that are not otherwise prohibited by this Indenture. If the aggregate principal amount of the Notes and other any such Pari Passu Debt validly tendered into such Asset Sale Offer and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Trustee shall select the Notes and other any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basisbasis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each Asset Sale such Excess Proceeds Offer, the amount of Excess Proceeds shall will be reset at to zero. (e) The Issuer If the Parent Guarantor or the Issuers are obligated to make an Excess Proceeds Offer, the Parent Guarantor or the Issuers shall purchase the Notes and Pari Passu Debt, at the option of the holders thereof, in whole or in part (as an integral multiple of $1,000), on a date that is not earlier than 30 days and not later than 60 days from the date the notice of the Excess Proceeds Offer is given to such holders, or such later date as may be required under the Exchange Act; provided that Notes of $200,000 will be purchased in full. If the Parent Guarantor or the Issuers are required to make an Excess Proceeds Offer, the Parent Guarantor and the Guarantor Issuers shall comply with the requirements of any securities laws and the regulations thereunder (applicable tender offer rules, including Rule 14e-1 under the Exchange Act) to the extent those , and any other applicable securities laws and regulations regulations, including any securities laws of Ireland and the requirements of any applicable securities exchange on which Notes or the Existing Ardagh Bonds are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offerthen listed. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this IndentureSection 4.09, the Issuer and the Guarantor Issuers shall comply with the applicable such securities laws and regulations and shall not be deemed to have breached their its obligations under the Asset Sale provisions of described in this Indenture covenant by virtue of such conflictthereof.

Limitation on Sale of Certain Assets. (a) The Guarantor and the Issuer Company shall not, and shall not permit any Restricted Group Member Subsidiary to, consummate an any Asset Sale unless: (i) the Guarantor (consideration the Company or the Issuer or a Restricted Group Member, as the case may be) such Subsidiary receives consideration at least equal to for such Asset Sale is not less than the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; andsold; (ii) at least (A) 50% of the consideration the Company or such Subsidiary receives in respect of such Asset Sale consists of Cash, and (B) 75% of the consideration received the Company or such Subsidiary receives in respect of such Asset Sale consists of a combination of Cash and Cash Equivalents; provided that for purposes of the requirement in this Section 4.09(a)(ii)(B), (w) the amount of any Debt or other liabilities (other than Debt or other liabilities that are subordinated in right of payment to the Notes or that are owed to the Company or any Subsidiary) of the Company or any Subsidiary (as shown on such Person’s most recent balance sheet or statement of financial position (or in the Asset Sale notes thereto) that are assumed by the Guarantor, transferee of any such assets and for which the Issuer or such Restricted Group Member is Company and/or its applicable Subsidiary have been validly released by all relevant creditors in the form of (A) cashwriting, (Bx) Cash Equivalentsthe amount of any trade-in value applied to the purchase price of any Replacement Assets acquired in connection with such Asset Sale, (Cy) any securities received by the Company or any Subsidiary from such transferee that are converted by such Person into Cash or Cash Equivalents (to the extent of the Cash or Cash Equivalents received) within 180 days following the closing of the applicable Disposition, and (z) any Designated Non-cash Cash Consideration received by the Guarantor, the Issuer or any Restricted Group Member in respect of such Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Cash Consideration received from any Asset Sale pursuant to this clause (z) that is at any one that time outstanding, not to exceed the greater in excess of €37.5 million and 2.5% of Consolidated Total Assets (with the Fair Market Value of $75.0 million, in each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) or (D) any combination thereof. For purposes of this provisioncase, each of the following shall be deemed to be cash: Cash Equivalents); provided that this Section 4.09(a)(ii) shall not apply to (A1) any liabilitiesDisposition in the form of Sale and Lease-Back Transactions permitted by Section 4.14, as shown on the Guarantor's most recent consolidated balance sheet, or (2) any Dispositions made to comply with any order or other directive of the Guarantor, the Issuer any governmental authority or any Restricted Group Member (other than contingent liabilities, liabilities that are by their terms subordinated to the Notes or to any Guarantee of the Notes and liabilities secured with a Lien that is junior to the Liens on the Collateral securing the Notes or the Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation or similar agreement that releases the Guarantor, the Issuer or such Restricted Group Member from further liabilityapplicable law; (Biii) any securities, notes or other obligations received by the Guarantor, the Issuer or any such Restricted Group Member from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Guarantor, the Issuer or such Restricted Group Member into cash, to the extent as of the cash received in that conversiontime of such Asset Sale, no Event of Default has occurred and is continuing, or would result therefrom; and (Civ) in the principal amount case of any Debt of any Restricted Group MemberSale and Lease-Back Transaction, that ceases to be a Restricted Group Member as a result of such Asset Sale (other than intercompany debt owed to the Guarantor, the Issuer or any such Restricted Group Member), to the extent that the Guarantor, the Issuer and each other Restricted Group Member are released from any guarantee of payment of the principal amount of such Debt or any primary obligation thereunder Lease-Back Transaction is permitted by and otherwise in connection accordance with such Asset SaleSection 4.14. (b) Within 395 If the Company or any Subsidiary consummates any Asset Sale (including any Sale and Lease-Back Transaction), the Net Proceeds of such Asset Sale shall be applied by the Company or such Subsidiary within 365 days after the receipt consummation of any Net Proceeds from an such Asset Sale; provided that such 365 day period may be extended by up to 180 days if, prior to the expiration of such 365 day period, the Guarantor may apply those Net Proceeds at its option: Company or any Subsidiary has contractually committed to reinvest such proceeds pursuant to clause (ii) below during such period, and such proceeds are so reinvested within 180 days of the expiration of such initial 365 day period, to: (i) to permanently repay repay, prepay, pay or prepay purchase any then then-outstanding (A) revolving Senior Debt or term Pari Passu Debt of the an Issuer or any Subsidiary owing to a Person other than the Guarantor which ranks pari passu with Company or senior a Subsidiary; provided that, in each case, the Issuers shall, as a condition precedent thereto, make an Excess Proceeds Offer to the all Holders of then-outstanding Notes or is a secured by a lien ranking pari passu with or senior to the Notes (and to effect a corresponding commitment reduction thereunder) purchase, at a purchase price equal to 100% of the principal outstanding amount of such Debt thereof, plus accrued and unpaid interest, provided that the Issuer shall make an offer to purchase from all holders of Notes on a pro rata basis the Notes at an offer price equal to 100% of the principal amount of the Notes, and shall equally and ratably repay and reduce the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date Obligations in respect of purchaseany Excess Proceeds Offer that was accepted, in each case, payable in cashaccordance with the provisions set forth in Section 3.01 and paragraph six of the Notes; provided further, that to the extent that the terms of any Senior Debt require that the Net Proceeds of such Asset Sale be applied to repay, prepay, pay or purchase any then outstanding Senior Debt, then the Company shall not be required to make an Excess Proceeds Offer to all Holders of then-outstanding Notes to purchase the Notes in connection with such an Asset Sale with such Net Proceeds; provided further, that to the extent that the terms of the Senior Debt prohibit the use of the Net Proceeds of such Asset Sale to purchase Notes, then the Company shall not be required to make an Excess Proceeds Offer to all Holders of then-outstanding Notes to purchase the Notes in connection with such an Asset Sale; provided, further still, that if an Excess Proceeds Offer to repay or repurchase any Debt of any Subsidiary of the Issuer is made in accordance with the terms of such Debt, the obligation to permanently reduce Debt of a Subsidiary shall be deemed to be satisfied to the extent of the amount of the Excess Proceeds Offer, whether or not accepted by the holders thereof, and no Excess Proceeds in the amount of such Excess Proceeds Offer shall be deemed to exist following such Excess Proceeds Offer, (ii) invest in any Replacement Assets in an aggregate amount not to exceed $75.0 million in a fiscal year (the “Reinvestment Cap”) (provided, however that (A) proceeds generated through an Asset Sale involving any Disposition in respect of a Sale and Lease-Back Transaction (except for bona fide Sale and Lease-Back Transactions in respect of fiber networks permitted by Section 4.14, up to the amount (if any) available under the Reinvestment Cap at such time), shall immediately constitute Excess Proceeds, and, as a result, may not be reinvested pursuant to this clause (ii) but shall instead be required to be applied to make an Excess Proceeds Offer) and (B) the Notes pursuant proceeds of casualty insurance (or similar reimbursements) relating to an offer, on a pro rata basis, to all holders of Notes at a purchase price equal any assets may be used to the price specified in the optional redemption provisions of paragraph 6 of extent necessary to replace or repair the applicable Note asset, and which shall not be counted against the Reinvestment Cap, or (C) Debt of a Restricted Group Member; (ii) to acquire other long-term assets, including Capital Stock of a Person engaged in a Permitted Business, that are used or useful in the business of the Restricted Group Members; (iii) to make a capital expenditure; (iv) invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Group Member with Net Proceeds received by another Restricted Group Member); (v) reinvest in the Capital Stock of a Permitted Business; or (vi) any combination of the foregoing; provided that in the case of clauses (ii), (iii), (iv) and (v) above, any such acquisition, expenditure or investment in or commitment to invest in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of the Issuer that is executed or approved within such 395 days will satisfy this requirement, so long as such investment is consummated within 180 days . The amount of such 395th day or within 180 days thereafterNet Proceeds not so used as set forth in this Section 4.09(b) constitutes “Excess Proceeds. (c) ” Pending the final application of any such Net Proceeds, the Guarantor Issuers may temporarily reduce revolving credit borrowings or otherwise invest the such Net Proceeds in Cash or Cash Equivalents, so long as the same shall be held in an account of the Issuers and shall not be applied to repay, repurchase, redeem or otherwise make or finance any manner that is not prohibited payment in respect of any other Debt, or for any other purpose except as permitted by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute “Excess Proceeds”. (dc) When the aggregate amount of Excess Proceeds exceeds €25.0 million$15.0 million in any fiscal year, the Guarantor or the Issuer shall Issuers shall, within 20 Business Days, make an offer to purchase (an “Asset Sale Excess Proceeds Offer”) from all holders of NotesHolders and, to the extent required by the terms thereof, at from the holders of any Pari Passu Debt, on a pro rata basis, in accordance with the procedures set forth in this Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of $1.00) of the Notes and any such other Pari Passu Debt, respectively, Debt that may be purchased out with the amount of the Excess Proceeds. The offer price in as to each Note and any Asset Sale Offer shall be with respect to offers to purchase the Notes or other such Pari Passu Debt, Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the Notes to be purchased case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest and Additional Amountsinterest, if any, to the date of purchase, in each case, payable in cash. If . (d) To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds remain after consummation Offer is less than the aggregate amount of an Asset Sale OfferExcess Proceeds, the Guarantor Issuers may use those the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for any purpose general corporate purposes that are not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other any such Pari Passu Debt validly tendered into such Asset Sale Offer and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Trustee shall select the Notes and other any such Pari Passu Debt to be purchased will be selected by the Trustee on a pro rata basisbasis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder) and in accordance with the procedures of DTC. Upon completion of each Asset Sale such Excess Proceeds Offer, the amount of Excess Proceeds shall will be reset at to zero. (e) The Issuer and the Guarantor shall comply with the requirements of any securities laws and the regulations thereunder (including Rule 14e-1 under the Exchange Act) to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Issuer and the Guarantor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Asset Sale provisions of this Indenture by virtue of such conflict.

Limitation on Sale of Certain Assets. (a) The Guarantor and the Issuer shall not, and shall not permit any Restricted Group Member Subsidiary to, consummate an any Asset Sale unless: (i) the Guarantor (or consideration the Issuer or a such Restricted Group Member, as the case may be) Subsidiary receives consideration at least equal to for such Asset Sale is not less than the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and(as determined in good faith by the Issuer’s Board of Directors); (ii) except in the case of a Permitted Asset Swap, at least 75% of the consideration received in the Asset Sale by the Guarantor, the Issuer or such Restricted Group Member is Subsidiary receives in the form respect of such Asset Sale consists of (A) cashcash (including any Net Cash Proceeds received from the conversion within 90 days of such Asset Sale of securities, notes or other obligations received in consideration of such Asset Sale); (B) Cash Equivalents, ; (C) the assumption by the purchaser of (x) the Issuer’s Debt or Debt of any Restricted Subsidiary (other than Subordinated Debt) as a result of which neither the Issuer nor any of the Restricted Subsidiaries remains obligated in respect of such Debt or (y) Debt of a Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, if the Issuer and each other Restricted Subsidiary is released from any guarantee of such Debt as a result of such Asset Sale; (D) Replacement Assets (including Capital Stock in any entity that holds such Replacement Assets); (E) consideration consisting of Debt of the Issuer or any Guarantor received from Persons who are not the Issuer or any Restricted Subsidiary that is cancelled; (F) Designated Non-cash Consideration received by the Guarantor, the Issuer or any of its Restricted Group Member Subsidiaries in such Asset Sale having an aggregate Fair Market Value, when taken together with all other Designated Non-cash Consideration received from any Asset Sale pursuant to this clause (G) that is at any one that time outstanding, not to exceed the greater of €37.5 (i) £40.0 million and 2.5(ii) 2% of Consolidated Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) ); or (DH) any a combination thereof. For purposes of this provision, each of the following shall be deemed to be cash: consideration specified in clauses (A) any liabilities, as shown on to (G); and (iii) the Guarantor's most recent consolidated balance sheet, of Issuer delivers an Officer’s Certificate to the Guarantor, Trustee certifying that such Asset Sale complies with the provisions described in the foregoing clauses (i) and (ii). (b) If the Issuer or any Restricted Group Member (other than contingent liabilitiesSubsidiary consummates an Asset Sale, liabilities that are the Net Cash Proceeds from such Asset Sale, within 360 days after the consummation of such Asset Sale, may be used by their terms subordinated to the Notes or to any Guarantee of the Notes and liabilities secured with a Lien that is junior to the Liens on the Collateral securing the Notes or the Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation or similar agreement that releases the Guarantor, the Issuer or such Restricted Group Member from further liability; (B) any securities, notes or other obligations received by the Guarantor, the Issuer or any such Restricted Group Member from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Guarantor, the Issuer or such Restricted Group Member into cash, to the extent of the cash received in that conversion; and (C) the principal amount of any Debt of any Restricted Group Member, that ceases to be a Restricted Group Member as a result of such Asset Sale (other than intercompany debt owed to the Guarantor, the Issuer or any such Restricted Group Member), to the extent that the Guarantor, the Issuer and each other Restricted Group Member are released from any guarantee of payment of the principal amount of such Debt or any primary obligation thereunder in connection with such Asset Sale. (b) Within 395 days after the receipt of any Net Proceeds from an Asset Sale, the Guarantor may apply those Net Proceeds at its optionSubsidiary: (i) in the case of Net Cash Proceeds from the sale or other disposition of assets or properties that are part of the Collateral, to (A) permanently repay or prepay (and permanently cancel commitments in respect of any revolving credit facility) outstanding Debt under any Super Senior Liabilities, (B) permanently repay or prepay any then outstanding (A) revolving or term Debt of the Issuer or the Guarantor which ranks pari passu with or senior to the Notes or any Restricted Subsidiary that is not a secured by a lien ranking pari passu with or senior to the Notes (and to effect a corresponding commitment reduction thereunder) at a purchase price equal to 100% of the principal outstanding amount of such Debt plus accrued and unpaid interestGuarantor, provided that the Issuer shall make an offer to purchase from all holders of Notes on a pro rata basis the Notes at an offer price equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cash) (B) the Notes pursuant to an offer, on a pro rata basis, to all holders of Notes at a purchase price equal to the price specified in the optional redemption provisions of paragraph 6 of the applicable Note or (C) Debt of a Restricted Group Member; invest in any Replacement Assets (ii) to acquire other long-term assets, including Capital Stock of a Person engaged in a Permitted Businessany entity that holds such Replacement Assets), that are used or useful in the business of the Restricted Group Members; (iiiD) to make a capital expenditure; expenditure or (iv) invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Group Member with Net Proceeds received by another Restricted Group Member); (v) reinvest in the Capital Stock of a Permitted Business; or (viE) any combination of the foregoing; provided that in the case of clauses clause (iiC), (iii), (iv) and (v) above, any such acquisition, expenditure or investment in or commitment to invest in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of if the Issuer that is executed or approved such Restricted Subsidiary, as the case may be, has entered into a binding commitment in definitive form within such 395 days 360-day period to so apply such Net Cash Proceeds with the good faith expectation that such Net Cash Proceeds will be applied to satisfy this requirement, so long as such investment is consummated commitment within 180 days of such 395th commitment (an “Acceptable Commitment”), such binding commitment shall be treated as a permanent application of such Net Cash Proceeds; provided further that if any Acceptable Commitment is later cancelled or terminated for any reason before such Net Cash Proceeds are applied and after such initial 360-day or within 180 days thereafter.period, then such Net Cash Proceeds shall constitute Excess Proceeds; and (cii) Pending in the final application case of Net Cash Proceeds from the sale or other disposition of assets or properties that are not part of the Collateral, to (A) permanently repay or prepay any then outstanding Debt of the Issuer or any Restricted Subsidiary owing to a Person other than the Issuer or a Restricted Subsidiary, (B) permanently repay or prepay any then outstanding Debt of any Net Proceeds, the Guarantor may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner Restricted Subsidiary that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales a Guarantor, (C) invest in any Replacement Assets (including Capital Stock in any entity that are not applied holds such Replacement Assets), (D) make a capital expenditure or invested as (E) any combination of the foregoing; provided that in the preceding paragraph case of clause (C), if the Issuer or such Restricted Subsidiary, as the case may be, has entered into an Acceptable Commitment, such binding commitment shall be treated as a permanent application of such Net Cash Proceeds; provided further that if any Acceptable Commitment is later cancelled or terminated for any reason before such Net Cash Proceeds are applied and after such initial 360-day period, then such Net Cash Proceeds shall constitute Excess Proceeds. The amount of such Net Cash Proceeds not so used as set forth in this clause (b) constitutes “Excess Proceeds”. (dc) When The Issuer may also at any time, and the Issuer shall within 20 Business Days after the aggregate amount of Excess Proceeds exceeds €£25.0 million, the Guarantor or the Issuer shall make an offer to purchase (an “Asset Sale Excess Proceeds Offer”) from all Holders and from the holders of Notesany Pari Passu Debt (which, in the case of Excess Proceeds which constitute proceeds from the sale or other disposition of Collateral, were secured by a pari passu Lien on such Collateral), to the extent required by the terms thereof, at on a pro rata basis, in accordance with the procedures set forth herein or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of £1) of Notes and any such other Pari Passu Debt, respectively, Debt that may be purchased out with the amount of the Excess Proceeds. The offer price in as to each Note and any Asset Sale Offer shall be with respect to offers to purchase the Notes or other such Pari Passu Debt, Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the Notes to be purchased case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest and Additional Amountsinterest, if any, to the date of purchase, in each case, payable in cash. If To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds remain after consummation Offer is less than the aggregate amount of an Asset Sale OfferExcess Proceeds, the Guarantor Issuer may use those the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for any purpose general corporate purposes that are not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other any such Pari Passu Debt validly tendered into such Asset Sale Offer and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Trustee shall select the Notes and other any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basisbasis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder). Upon completion of each Asset Sale such Excess Proceeds Offer, the amount of Excess Proceeds shall will be reset at to zero. (ed) The If the Issuer is obligated to make an Excess Proceeds Offer, the Issuer will purchase the Notes and Pari Passu Debt, at the Guarantor shall option of the holders thereof, in whole or in part in integral multiples of £1 on a date that is not earlier than 30 days and not later than 60 days from the date the notice of the Excess Proceeds Offer is given to such holders, or such later date as may be required under the Exchange Act; provided that no Note of less than £50,000 remains outstanding thereafter. If the Issuer is required to make an Excess Proceeds Offer, the Issuer will comply with the requirements of any securities laws and the regulations thereunder (applicable tender offer rules, including Rule 14e-1 under the Exchange Act) to the extent those , and any other applicable securities laws and regulations regulations, including any securities laws of the United Kingdom and the requirements of any applicable securities exchange on which Notes are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offerthen listed. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this IndentureSection 4.09, the Issuer and the Guarantor shall we will comply with the applicable such securities laws and regulations and shall will not be deemed to have breached their our obligations under the Asset Sale provisions of described in this Indenture Section 4.09 by virtue of such conflictthereof.

Limitation on Sale of Certain Assets. (a) The Parent Guarantor and the Issuer shall not, and shall not permit any Restricted Group Member Subsidiary to, consummate an any Asset Sale unless:: ​ ​ (i) the consideration the Parent Guarantor (or the Issuer or a such Restricted Group Member, as the case may be) Subsidiary receives consideration at least equal to for such Asset Sale is not less than the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and(as determined in good faith by the Parent Guarantor’s Board of Directors); (ii) at least 75% of the consideration received in the Asset Sale by the Guarantor, the Issuer Parent Guarantor or such Restricted Group Member is Subsidiary receives in the form respect of such Asset Sale consists of (A) cashcash (including any Net Cash Proceeds received from the conversion within 90 days of such Asset Sale of securities, notes or other obligations received in consideration of such Asset Sale); (B) Cash Equivalents, ; (C) the assumption by the purchaser of (x) the Parent Guarantor’s Debt or Debt of any Restricted Subsidiary (other than Subordinated Debt) as a result of which neither the Parent Guarantor nor any of the Restricted Subsidiaries remains obligated in respect of such Debt or (y) Debt of a Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, if the Parent Guarantor and each other Restricted Subsidiary is released from any guarantee of such Debt as a result of such Asset Sale; (D) Replacement Assets; (E) any Designated Non-cash Consideration received by the Guarantor, the Issuer Parent Guarantor or any such Restricted Group Member Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received from any Asset Sale that is at any one time outstandingpursuant to this clause (ii), not to exceed the greater of €37.5 million $225,000,000 and 2.53.00% of Consolidated Total Assets (at the time of the receipt of such Designated Non-cash Consideration, with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) ; or (DF) any a combination thereof. For purposes of this provision, each of the following shall be deemed to be cash: consideration specified in sub-clauses (A) any liabilities, as shown on the Guarantor's most recent consolidated balance sheet, to (E) of the Guarantor, the Issuer or any Restricted Group Member (other than contingent liabilities, liabilities that are by their terms subordinated to the Notes or to any Guarantee of the Notes and liabilities secured with a Lien that is junior to the Liens on the Collateral securing the Notes or the Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation or similar agreement that releases the Guarantor, the Issuer or such Restricted Group Member from further liability; (B) any securities, notes or other obligations received by the Guarantor, the Issuer or any such Restricted Group Member from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Guarantor, the Issuer or such Restricted Group Member into cash, to the extent of the cash received in that conversionthis Section 4.09(a)(ii); and (Ciii) the principal amount of any Debt of any Restricted Group Member, Parent Guarantor delivers an Officer’s Certificate to the Trustee certifying that ceases to be a Restricted Group Member as a result of such Asset Sale complies with the provisions described in sub-clauses (other than intercompany debt owed to the Guarantor, the Issuer or any such Restricted Group Memberi) and (ii) of this Section 4.09(a), to the extent that the Guarantor, the Issuer and each other Restricted Group Member are released from any guarantee of payment of the principal amount of such Debt or any primary obligation thereunder in connection with such Asset Sale. (b) Within 395 days after If the receipt of Parent Guarantor or any Net Proceeds from Restricted Subsidiary consummates an Asset Sale, the Net Cash Proceeds from such Asset Sale, within 360 days after the consummation of such Asset Sale, may be used by the Parent Guarantor may apply those Net Proceeds at its option: or such Restricted Subsidiary to (iA) to permanently repay repay, purchase or prepay any then outstanding (Ai) revolving or term Debt of the Issuer Parent Guarantor or the Guarantor which ranks pari passu with or senior to the Notes or is a secured by a lien ranking pari passu with or senior to the Notes any Restricted Subsidiary (and to effect a corresponding commitment reduction thereunder) at a purchase price equal to 100% of the principal outstanding amount of if such Debt plus accrued and unpaid interest, provided that is revolving credit borrowings) owing to a Person other than the Issuer shall make an offer to purchase from all holders of Notes on Parent Guarantor or a pro rata basis the Notes at an offer price equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, Restricted Subsidiary to the date of purchase, in each case, payable in cash) extent secured by a Lien (B) the Notes pursuant to an offer, on a pro rata basis, to all holders of Notes at a purchase price equal to the price specified in the optional redemption provisions of paragraph 6 of the applicable Note or (Cii) Debt of a Restricted Group Member; (ii) Subsidiary that is not a Guarantor owing to acquire other long-term assets, including Capital Stock of a Person engaged in other than the Parent Guarantor or a Permitted Business, that are used Restricted Subsidiary or useful in the business of the Restricted Group Members; (iii) to make any other Pari Passu Debt other than the Existing Unsecured Notes, the August 2019 Senior Notes or any other unsecured Debt that is guaranteed on a capital expenditure; subordinated basis (ivB) invest in any Replacement Assets, (C) acquire all or commit substantially all of the assets of, or any Capital Stock of, another Similar Business, if, after giving effect to invest in Additional Assets (including by means any such acquisition of an investment in Additional Assets by Capital Stock, the Similar Business is or becomes a Restricted Group Member with Net Proceeds received by another Restricted Group Member); Subsidiary, or (v) reinvest in the Capital Stock of a Permitted Business; or (viD) any combination of the foregoing; provided that in the case of clauses sub-clause (iiB) of this Section 4.09(b), (iii)if the Parent Guarantor or such Restricted Subsidiary, (iv) and (v) aboveas the case may be, any such acquisition, expenditure or investment has entered into a binding commitment in or commitment to invest in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of the Issuer that is executed or approved form within such 395 days 360-day period to so apply such Net Cash Proceeds with the good faith expectation that such Net Cash Proceeds will be applied to satisfy this requirement, so long as such investment is consummated commitment within 180 days of such 395th day or within 180 days thereafter. commitment (c) Pending the final an “Acceptable Commitment”), such binding commitment shall be treated as a permitted application of such Net Cash Proceeds; provided, further, that if any Acceptable Commitment is later cancelled or terminated for any reason before such Net Cash Proceeds are applied and after such initial 360-day period, then such Net Cash Proceeds shall constitute Excess Proceeds, the . The amount of such Net Cash Proceeds not so used as set forth in this Section 4.09(b) constitutes “Excess Proceeds”. The Parent Guarantor may temporarily reduce revolving credit borrowings or otherwise invest the such Net Cash Proceeds in any manner that is not prohibited by the terms of this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute “Excess Proceeds”. (dc) When The Parent Guarantor or the Issuers may also at any time, and the Parent Guarantor or the Issuers shall within 20 Business Days after the aggregate amount of Excess Proceeds exceeds €25.0 millionthe greater ​ ​ of $100,000,000 and 1.5% of Total Assets, the Guarantor or the Issuer shall make an offer to purchase (an “Asset Sale Excess Proceeds Offer”) from all Holders and from the holders of Notesany Pari Passu Debt (which, in the case of Excess Proceeds which constitute proceeds from the sale or other disposition of Collateral, were secured by a Lien on such Collateral), to the extent required by the terms thereof, at on a pro rata basis, in accordance with the procedures set forth in this Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as an integral multiple of €1,000) of the Notes and any such other Pari Passu Debt, respectively, Debt that may be purchased out with the amount of the Excess Proceeds. The offer price in as to each Note and any Asset Sale Offer shall be with respect to offers to purchase the Notes or other such Pari Passu Debt, Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the Notes to be purchased case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest and Additional Amountsinterest, if any, to the date of purchase, in each case, payable in cash. If . (d) To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds remain after consummation Offer is less than the aggregate amount of an Asset Sale OfferExcess Proceeds, the Parent Guarantor may use those the amount of such Excess Proceeds not used to purchase the Notes and Pari Passu Debt for any purpose general corporate purposes that are not otherwise prohibited by this Indenture. If the aggregate principal amount of the Notes and other any such Pari Passu Debt validly tendered into such Asset Sale Offer and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Trustee shall select the Notes and other any such Pari Passu Debt to be purchased shall be selected by the Trustee on a pro rata basisbasis (based upon the principal amount of the Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each Holder). Upon completion of each Asset Sale such Excess Proceeds Offer, the amount of Excess Proceeds shall will be reset at to zero. (e) The Issuer If the Parent Guarantor or the Issuers are obligated to make an Excess Proceeds Offer, the Parent Guarantor or the Issuers shall purchase the Notes and Pari Passu Debt, at the option of the holders thereof, in whole or in part (as an integral multiple of €1,000), on a date that is not earlier than 30 days and not later than 60 days from the date the notice of the Excess Proceeds Offer is given to such holders, or such later date as may be required under the Exchange Act provided that Notes of €100,000 will be purchased in full. If the Parent Guarantor or the Issuers are required to make an Excess Proceeds Offer, the Parent Guarantor and the Guarantor Issuers shall comply with the requirements of any securities laws and the regulations thereunder (applicable tender offer rules, including Rule 14e-1 under the Exchange Act) to the extent those , and any other applicable securities laws and regulations regulations, including any securities laws of Ireland and the requirements of any applicable securities exchange on which Notes or the Existing Ardagh Bonds, the August 2019 Notes, the April 2020 Secured Notes or the June 2020 Senior Notes are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offerthen listed. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this IndentureSection 4.09, the Issuer and the Guarantor Issuers shall comply with the applicable such securities laws and regulations and shall not be deemed to have breached their obligations under the Asset Sale provisions of described in this Indenture Section 4.09 by virtue of such conflictthereof.

Limitation on Sale of Certain Assets. (a) The Parent Guarantor and the Issuer shall not, and shall not permit any Restricted Group Member Subsidiary to, consummate an any Asset Sale unless: (i) the consideration the Parent Guarantor (or the Issuer or a such Restricted Group Member, as the case may be) Subsidiary receives consideration at least equal to for such Asset Sale is not less than the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets sold or Equity Interests Capital Stock issued or sold or otherwise disposed of; and (ii) at least 75% of the consideration received in the Asset Sale by the Guarantor, the Issuer Parent Guarantor or such Restricted Group Member is Subsidiary receives in the form respect of such Asset Sale consists of (A) cash, ; (B) Cash Equivalents, ; (C) any Designated Non-cash Consideration securities, notes or other obligations received by the Guarantor, the Issuer Parent Guarantor or any such Restricted Group Member having an aggregate Fair Market ValueSubsidiary from such transferee that are converted by the Parent Guarantor or such Restricted Subsidiary into cash or Cash Equivalents within 180 days following the closing of the Asset Sale, taken together with all other Designated Non-to the extent of the cash Consideration or Cash Equivalents received from any Asset Sale in that is at any one time outstanding, not to exceed the greater of €37.5 million and 2.5% of Consolidated Total Assets (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) or conversion; (D) any combination thereof. For purposes of this provision, each of the following shall be deemed to be cash: (A) any liabilities, as shown recorded on the Guarantor's most recent consolidated balance sheet, sheet of the Guarantor, the Issuer Parent Guarantor or any Restricted Group Member Subsidiary (other than contingent liabilities, liabilities that are by their terms subordinated to the Notes or to any Guarantee of the Notes and liabilities secured with a Lien that is junior to the Liens on the Collateral securing the Notes or the Note Guarantees) ), that are assumed by the transferee of any such assets pursuant and as a result of which the Parent Guarantor and its Restricted Subsidiaries are no longer obligated with respect to a customary novation such liabilities or similar agreement that releases the Guarantor, the Issuer or such Restricted Group Member from are indemnified against further liability; liabilities; (BE) any securities, notes or other obligations received by the Guarantor, the Issuer or any such Restricted Group Member from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Guarantor, the Issuer or such Restricted Group Member into cash, to the extent of the cash received in that conversion; and (C) the principal amount of any Debt of any Restricted Group Member, Subsidiary that ceases to be is no longer a Restricted Group Member Subsidiary as a result of such Asset Sale (other than intercompany debt owed to the Guarantor, the Issuer or any such Restricted Group Member)Sale, to the extent that the Guarantor, the Issuer Parent Guarantor and each other Restricted Group Member Subsidiary are released from any guarantee of payment of the principal amount Note Guarantee of such Debt or any primary obligation thereunder in connection with such Asset Sale; (F) any Capital Stock or assets of the kind referred to in clauses (b)(v) or (vi) of the next paragraph of this covenant; or (G) a combination of the consideration specified in clauses (A) to (F). (b) Within 395 days after If the receipt of Parent Guarantor or any Net Proceeds from Restricted Subsidiary consummates an Asset Sale, the Net Cash Proceeds from such Asset Sale, within 365 days after the consummation of such Asset Sale, may be used or committed in a binding commitment to be used (provided that such Net Cash Proceeds are actually used within the later of 365 days from the consummation of the Asset Sale or 180 days from the date of such binding commitment) by the Parent Guarantor may apply those Net Proceeds or any Restricted Subsidiary at its optionthe option of the Parent Guarantor or such Restricted Subsidiary: (i) to permanently repay or prepay any then outstanding (A) revolving or term Debt of the Issuer or the Guarantor which ranks pari passu with or senior to purchase the Notes or is a secured by a lien ranking pari passu with or senior pursuant to the an offer to all holders of Notes (and to effect a corresponding commitment reduction thereunder) at a purchase price equal to 100% of the principal outstanding amount of such Debt the Notes, plus accrued and unpaid interestinterest thereon and Additional Amounts, provided that if any, to (but not including) the date of purchase (a “Notes Offer"); (ii) to purchase, or permanently prepay or redeem or repay, any Debt of a Restricted Subsidiary other than the Issuer shall make or any Subsidiary Guarantor (and to effect a corresponding commitment reduction if such Debt is revolving credit borrowings); (iii) to purchase, or permanently prepay or redeem or repay, any Pari Passu Debt so long as the Parent Guarantor or such Restricted Subsidiary makes an offer to purchase from all holders of Notes on a pro rata basis the to all holders of Notes at an offer a purchase price equal to 100% of the principal amount of the Notes to be purchased Notes, plus accrued and unpaid interest thereon and Additional Amounts, if any, to (but not including) the date of purchase; (iv) to purchase, or permanently prepay or redeem or repay, any Debt that is secured by a Lien on any of the property or assets, whether owned at or acquired after the Issue Date, of the Parent Guarantor or any Restricted Subsidiary (and to effect a corresponding commitment reduction if such Debt is revolving credit borrowings); (v) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary; (vi) to make a capital expenditure; (vii) to acquire other assets (other than Capital Stock) that are used or useful in a Permitted Business; or (viii) any combination of the foregoing. (c) Pending the final application of any Net Cash Proceeds (including cash or Cash Equivalents received from the conversion of any securities, notes or other obligations), the Parent Guarantor (or the applicable Restricted Subsidiary) may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in any manner that is not prohibited by this Indenture. (d) Any Net Cash Proceeds from Asset Sales that are not applied or invested as provided in Section 4.09(b) will constitute “Excess Proceeds." The Parent Guarantor may also at any time, and the Parent Guarantor will (or will cause the Issuer to) within ten Business Days after the aggregate amount of Excess Proceeds exceeds €30 million, make an offer to purchase (an “Excess Proceeds Offer") from all holders of Notes and from the holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in this Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a multiple of €1,000) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds (plus in each case all accrued interest on the Debt and the amount of all fees and expenses, including premiums, incurred in connection therewith). The offer price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus in each case accrued and unpaid interest, if any, to the date of purchase and Additional Amounts, if any, to the date of purchase, in each case, payable in cash) (B) prepayment or redemption. To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an offer, on a pro rata basis, to all holders of Notes at a purchase price equal to the price specified in the optional redemption provisions of paragraph 6 of the applicable Note or (C) Debt of a Restricted Group Member; (ii) to acquire other long-term assets, including Capital Stock of a Person engaged in a Permitted Business, that are used or useful in the business of the Restricted Group Members; (iii) to make a capital expenditure; (iv) invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Group Member with Net Excess Proceeds received by another Restricted Group Member); (v) reinvest in the Capital Stock of a Permitted Business; or (vi) any combination of the foregoing; provided that in the case of clauses (ii), (iii), (iv) and (v) above, any such acquisition, expenditure or investment in or commitment to invest in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of the Issuer that Offer is executed or approved within such 395 days will satisfy this requirement, so long as such investment is consummated within 180 days of such 395th day or within 180 days thereafter. (c) Pending the final application of any Net Proceeds, the Guarantor may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute “Excess Proceeds”. (d) When less than the aggregate amount of Excess Proceeds exceeds €25.0 millionProceeds, the Guarantor or the Issuer shall make an offer to purchase (an “Asset Sale Offer”) from all holders of Notes, to the extent required by the terms thereof, at the maximum principal amount of Notes and such other Pari Passu Debt, respectively, that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer shall be with respect to offers to purchase the Notes or other Pari Passu Debt, equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Parent Guarantor may use those the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for any purpose general corporate purposes that are not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other any such Pari Passu Debt validly tendered into such Asset Sale Offer and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Trustee shall select the Notes and other any such Pari Passu Debt to be purchased will be selected by the Trustee on a pro rata basisbasis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder) or in the manner described in Section 3.02. For the purposes of calculating the principal amount of any such Debt not denominated in euro, the euro-equivalent principal amount of such Debt shall be calculated based on the relevant currency exchange rate in effect as of the Business Day immediately prior to the date on which the Excess Proceeds Offer is announced. To the extent that any portion of the Net Cash Proceeds payable in respect of the Notes is denominated in a currency other than euro, the amount thereof payable in respect of such Notes shall not exceed the net amount of funds in euro that is actually received by the Parent Guarantor upon converting such portion of the Net Cash Proceeds into euro. Upon completion of each Asset Sale such Excess Proceeds Offer, the amount of Excess Proceeds shall will be reset at to zero. (e) The Issuer If the Parent Guarantor is obligated to make an Excess Proceeds Offer, the Parent Guarantor will purchase the Notes and Pari Passu Debt, at the option of the holders thereof, in whole or in part in integral multiples of €1,000, on a date that is not earlier than 30 days and not later than 60 days from the date the notice of the Excess Proceeds Offer is given to such holders, or such later date as may be required under the Exchange Act; provided that no Note of less than €100,000 remains outstanding thereafter. (f) If the Parent Guarantor shall is required to make an Excess Proceeds Offer, the Parent Guarantor will comply with the requirements of any securities laws and the regulations thereunder (applicable tender offer rules, including Rule 14e-1 under the Exchange Act) to the extent those , and any other applicable securities laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offerregulations. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenturecovenant, the Issuer and the Parent Guarantor shall will comply with the applicable such securities laws and regulations and shall will not be deemed to have breached their its obligations under the Asset Sale provisions of described in this Indenture Section 4.09 by virtue of such conflictthereof.

Limitation on Sale of Certain Assets. (a) The Guarantor and the Issuer shall not, and shall not permit any Restricted Group Member Subsidiary to, consummate an any Asset Sale unless: (i) the Guarantor (or consideration the Issuer or a such Restricted Group Member, as the case may be) Subsidiary receives consideration at least equal to for such Asset Sale is not less than the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; andsold; (ii) at least 75% of the consideration received in the Asset Sale by the Guarantor, the Issuer or such Restricted Group Member is Subsidiary receives in the form respect of such Asset Sale consists of (A) cash, cash (B) including any Net Cash Equivalents, (C) any Designated Non-cash Consideration received by the Guarantor, the Issuer or any Restricted Group Member having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration Proceeds received from any the conversion within 60 days of such Asset Sale that is at any one time outstanding, not to exceed the greater of €37.5 million and 2.5% of Consolidated Total Assets (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) or (D) any combination thereof. For purposes of this provision, each of the following shall be deemed to be cash: (A) any liabilities, as shown on the Guarantor's most recent consolidated balance sheet, of the Guarantor, the Issuer or any Restricted Group Member (other than contingent liabilities, liabilities that are by their terms subordinated to the Notes or to any Guarantee of the Notes and liabilities secured with a Lien that is junior to the Liens on the Collateral securing the Notes or the Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation or similar agreement that releases the Guarantor, the Issuer or such Restricted Group Member from further liability; (B) any securities, notes or other obligations received by the Guarantor, the Issuer or any in consideration of such Restricted Group Member from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Guarantor, the Issuer or such Restricted Group Member into cash, to the extent of the cash received in that conversionAsset Sale); and (B) Cash Equivalents; (C) the principal amount assumption by the purchaser of any (x) the Issuer’s Debt or Debt of any Restricted Group Member, that ceases to be Subsidiary (other than Subordinated Debt) as a result of which neither the Issuer nor any of the Restricted Subsidiaries remains obligated in respect of such Debt or (y) Debt of a Restricted Group Member Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale (other than intercompany debt owed to the GuarantorSale, the Issuer or any such Restricted Group Member), to the extent that the Guarantor, if the Issuer and each other Restricted Group Member are Subsidiary is released from any guarantee of payment of the principal amount of such Debt or any primary obligation thereunder in connection with as a result of such Asset Sale; (D) Replacement Assets; or (E) a combination of the consideration specified in clauses (A) to (D); and (iii) the Issuer delivers an Officer’s Certificate to the Trustee certifying that such Asset Sale complies with the provisions described in the foregoing clauses (i) and (ii). (b) Within 395 days after If the receipt of Issuer or any Net Proceeds from Restricted Subsidiary consummates an Asset Sale, the Guarantor Net Cash Proceeds of the Asset Sale, within 360 days after the consummation of such Asset Sale, may apply those Net Proceeds at its option: be used by the Issuer or such Restricted Subsidiary to (i) to permanently repay or prepay any then outstanding (A) revolving or term Debt of the Issuer or the a Guarantor which ranks pari passu with (other than Subordinated Debt), or senior to the Notes or is a secured by a lien ranking pari passu with or senior to the Notes any Restricted Subsidiary (and to effect a corresponding commitment reduction thereunderif such Senior Debt is revolving credit borrowings) at owing to a purchase price equal to 100% of the principal outstanding amount of such Debt plus accrued and unpaid interest, provided that Person other than the Issuer shall make an offer to purchase from all holders of Notes on a pro rata basis the Notes at an offer price equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cash) (B) the Notes pursuant to an offer, on a pro rata basis, to all holders of Notes at a purchase price equal to the price specified in the optional redemption provisions of paragraph 6 of the applicable Note or (C) Debt of a Restricted Group Member; Subsidiary, or (ii) to acquire other long-term assetsinvest in any Replacement Assets, including Capital Stock of a Person engaged in a Permitted Business, that are used or useful in the business of the Restricted Group Members; (iii) to make a capital expenditure; (iv) invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Group Member with Net Proceeds received by another Restricted Group Member); (v) reinvest in the Capital Stock of a Permitted Business; or (vi) any combination of the foregoing; provided that in the case of clauses (ii), (iii), (iv) and (v) above, any such acquisition, expenditure or investment in or commitment to invest in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of the Issuer that is executed or approved within such 395 days will satisfy this requirement, so long as such investment is consummated within 180 days . The amount of such 395th day or within 180 days thereafter. Net Cash Proceeds not so used as set forth in this paragraph (cb) constitutes “Excess Proceeds”. Pending the final application of any such Net Cash Proceeds, the Guarantor Issuer may temporarily reduce revolving credit borrowings or otherwise invest the such Net Cash Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute “Excess Proceeds”. (d) When the aggregate amount of Excess Proceeds exceeds €25.0 million, the Guarantor or the Issuer shall make an offer to purchase (an “Asset Sale Offer”) from all holders of Notes, to the extent required by the terms thereof, at the maximum principal amount of Notes and such other Pari Passu Debt, respectively, that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer shall be with respect to offers to purchase the Notes or other Pari Passu Debt, equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Guarantor may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other Pari Passu Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other Pari Passu Debt to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (e) The Issuer and the Guarantor shall comply with the requirements of any securities laws and the regulations thereunder (including Rule 14e-1 under the Exchange Act) to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Issuer and the Guarantor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Asset Sale provisions of this Indenture by virtue of such conflict.

Limitation on Sale of Certain Assets. (a) The Guarantor and the Issuer shall not, and shall not permit any of its Restricted Group Member to, Subsidiaries to consummate an any Asset Sale unless: (i) the Guarantor (or consideration the Issuer or a such Restricted Group Member, as the case may be) Subsidiary receives consideration at least equal to for such Asset Sale is not less than the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of(as determined in good faith by the Issuer’s Board of Directors); and (ii) in relation to Asset Sales by Permitted Subsidiaries only, at least 75% of the consideration received such person receives in the respect of such Asset Sale by the Guarantor, the Issuer or such Restricted Group Member is in the form consists of (A) cashcash (including any Net Cash Proceeds received from the conversion within 90 days of such Asset Sale of securities, notes or other obligations received in consideration of such Asset Sale); (B) Cash Equivalents, ; (C) the assumption by the purchaser of (x) Debt of any Restricted Subsidiary as a result of which no Restricted Subsidiary of the Issuer remains obligated in respect of such Debt or (y) Debt of a Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, if each other Restricted Subsidiary is released from any guarantee of such Debt as a result of such Asset Sale; (D) Replacement Assets; (E) any Designated Non-cash Consideration received by the Guarantor, the Issuer or any such Restricted Group Member Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received from any Asset Sale that is at any one time outstandingpursuant to this clause (ii), not to exceed the greater of €37.5 million $225,000,000 and 2.53.0% of Consolidated Total Assets (at the time of the receipt of such Designated Non-cash Consideration, with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) ; or (DF) any a combination thereof. For purposes of this provision, each of the following shall be deemed to be cash: consideration specified in clauses (A) any liabilities, as shown on the Guarantor's most recent consolidated balance sheet, of the Guarantor, the Issuer or any Restricted Group Member to (other than contingent liabilities, liabilities that are by their terms subordinated to the Notes or to any Guarantee of the Notes and liabilities secured with a Lien that is junior to the Liens on the Collateral securing the Notes or the Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation or similar agreement that releases the Guarantor, the Issuer or such Restricted Group Member from further liability; (B) any securities, notes or other obligations received by the Guarantor, the Issuer or any such Restricted Group Member from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Guarantor, the Issuer or such Restricted Group Member into cash, to the extent of the cash received in that conversion; and (C) the principal amount of any Debt of any Restricted Group Member, that ceases to be a Restricted Group Member as a result of such Asset Sale (other than intercompany debt owed to the Guarantor, the Issuer or any such Restricted Group MemberE), to the extent that the Guarantor, the Issuer and each other Restricted Group Member are released from any guarantee of payment of the principal amount of such Debt or any primary obligation thereunder in connection with such Asset Sale. (b) Within 395 days after the receipt of any Net Proceeds from If a Pledged Company issues Capital Stock or a Permitted Subsidiary consummates an Asset Sale, the Guarantor Net Cash Proceeds from the issuance of Capital Stock or such other Asset Sale, within 360 days after the consummation of such Asset Sale, may apply those Net Proceeds at its option: be used by it to (iA) to permanently repay repay, purchase or prepay any then outstanding (A) revolving or term Debt of the Issuer or the Guarantor which ranks pari passu with or senior to the Notes or is a secured by a lien ranking pari passu with or senior to the Notes Permitted Subsidiary (and to effect a corresponding commitment reduction thereunderif such Debt is revolving credit borrowings) at owing to a purchase price equal to 100% Person other than the Issuer or a Restricted Subsidiary of the principal outstanding amount of such Debt plus accrued and unpaid interest, provided that the Issuer shall make an offer to purchase from all holders of Notes on a pro rata basis the Notes at an offer price equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cash) Issuer; (B) the Notes pursuant to an offerinvest in any Replacement Assets, on a pro rata basis, to all holders of Notes at a purchase price equal to the price specified in the optional redemption provisions of paragraph 6 of the applicable Note or (C) Debt acquire all or substantially all the assets of, or any Capital Stock of, another Similar Business, if, after giving effect to any such acquisition of Capital Stock, the Similar Business is or becomes a Restricted Group Member; Subsidiary, or (ii) to acquire other long-term assets, including Capital Stock of a Person engaged in a Permitted Business, that are used or useful in the business of the Restricted Group Members; (iii) to make a capital expenditure; (iv) invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Group Member with Net Proceeds received by another Restricted Group Member); (v) reinvest in the Capital Stock of a Permitted Business; or (viD) any combination of the foregoing; provided that in the case of clauses (ii), (iii), (iv) and (v) above, any such acquisition, expenditure or investment in or commitment to invest in Additional Replacement Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of the Issuer a Pledged Company that is executed or approved within such 395 days time will satisfy this requirement, requirement so long as such investment is consummated within 180 days of such 395th day or within 180 days thereafter360th day. The amount of such Net Cash Proceeds not so used as set forth in this paragraph (b) constitutes “Operating Group Excess Proceeds. (c) Pending the final application of any Net Proceeds, the Guarantor ” The Issuer may temporarily reduce revolving credit borrowings or otherwise invest the such Net Cash Proceeds in any manner that is not prohibited by the terms of this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute “Excess Proceeds”. (d) When the aggregate amount of Excess Proceeds exceeds €25.0 million, the Guarantor or the Issuer shall make an offer to purchase (an “Asset Sale Offer”) from all holders of Notes, to the extent required by the terms thereof, at the maximum principal amount of Notes and such other Pari Passu Debt, respectively, that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer shall be with respect to offers to purchase the Notes or other Pari Passu Debt, equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Guarantor may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other Pari Passu Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other Pari Passu Debt to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Such Operating Group Excess Proceeds shall be reset at zero. (e) The Issuer and the Guarantor shall comply with the requirements of used in any securities laws and the regulations thereunder (including Rule 14e-1 under the Exchange Act) to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent way that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Issuer and the Guarantor shall comply with does not violate the applicable securities laws and regulations and shall not be deemed to have breached their obligations under indentures or credit agreements of the Asset Sale provisions of this Indenture by virtue of such conflictrespective Permitted Subsidiaries.

Limitation on Sale of Certain Assets. (a) The Guarantor and the Issuer shall not, and shall not permit any of its Restricted Group Member to, Subsidiaries to consummate an any Asset Sale unless: (i) the Guarantor (or consideration the Issuer or a such Restricted Group Member, as the case may be) Subsidiary receives consideration at least equal to for such Asset Sale is not less than the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of(as determined in good faith by the Issuer’s board of directors); and (ii) in relation to a Permitted Subsidiary only, at least 75% of the consideration received such person receives in the respect of such Asset Sale by the Guarantor, the Issuer or such Restricted Group Member is in the form consists of (A) cashcash (including any Net Cash Proceeds received from the conversion within 90 days of such Asset Sale of securities, notes or other obligations received in consideration of such Asset Sale); (B) Cash Equivalents, ; (C) the assumption by the purchaser of (x) Debt of any Restricted Subsidiary as a result of which no Restricted Subsidiary of the Issuer remains obligated in respect of such Debt or (y) Debt of a Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, if each other Restricted Subsidiary is released from any guarantee of such Debt as a result of such Asset Sale; (D) Replacement Assets; (E) any Designated Non-cash Consideration received by the Guarantor, the Issuer or any such Restricted Group Member Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received from any Asset Sale that is at any one time outstandingpursuant to this clause (ii), not to exceed the greater of €37.5 million 100,000,000 and 2.51.25% of Consolidated Total Assets (at the time of the receipt of such Designated Non-cash Consideration, with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value) ; or (DF) any a combination thereof. For purposes of this provision, each of the following shall be deemed to be cash: consideration specified in clauses (A) any liabilities, as shown on the Guarantor's most recent consolidated balance sheet, of the Guarantor, the Issuer or any Restricted Group Member to (other than contingent liabilities, liabilities that are by their terms subordinated to the Notes or to any Guarantee of the Notes and liabilities secured with a Lien that is junior to the Liens on the Collateral securing the Notes or the Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation or similar agreement that releases the Guarantor, the Issuer or such Restricted Group Member from further liability; (B) any securities, notes or other obligations received by the Guarantor, the Issuer or any such Restricted Group Member from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Guarantor, the Issuer or such Restricted Group Member into cash, to the extent of the cash received in that conversion; and (C) the principal amount of any Debt of any Restricted Group Member, that ceases to be a Restricted Group Member as a result of such Asset Sale (other than intercompany debt owed to the Guarantor, the Issuer or any such Restricted Group MemberE), to the extent that the Guarantor, the Issuer and each other Restricted Group Member are released from any guarantee of payment of the principal amount of such Debt or any primary obligation thereunder in connection with such Asset Sale. (b) Within 395 days after If the receipt of any Net Proceeds from Listed Company issues Capital Stock or a Permitted Subsidiary consummates an Asset Sale, the Guarantor Net Cash Proceeds from the issuance of Capital Stock or such other Asset Sale, within 360 days after the consummation of such Asset Sale, may apply those Net Proceeds at its option: be used by it to (iA) to permanently repay or prepay any then outstanding (A) revolving or term Debt of the Issuer or the Guarantor which ranks pari passu with or senior to the Notes or is a secured by a lien ranking pari passu with or senior to the Notes Permitted Subsidiary (and to effect a corresponding commitment reduction thereunderif such Debt is revolving credit borrowings) at owing to a purchase price equal to 100% Person other than the Issuer or a Restricted Subsidiary of the principal outstanding amount of such Debt plus accrued and unpaid interestIssuer, provided that the Issuer shall make an offer to purchase from all holders of Notes on a pro rata basis the Notes at an offer price equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cash) (B) the Notes pursuant to an offerinvest in any Replacement Assets, on a pro rata basis, to all holders of Notes at a purchase price equal to the price specified in the optional redemption provisions of paragraph 6 of the applicable Note or (C) Debt acquire all or substantially all the assets of, or any Capital Stock of, another Similar Business, if, after giving effect to any such acquisition of Capital Stock, the Similar Business is or becomes a Restricted Group Member; Subsidiary, or (ii) to acquire other long-term assets, including Capital Stock of a Person engaged in a Permitted Business, that are used or useful in the business of the Restricted Group Members; (iii) to make a capital expenditure; (iv) invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Group Member with Net Proceeds received by another Restricted Group Member); (v) reinvest in the Capital Stock of a Permitted Business; or (viD) any combination of the foregoing; provided that in the case of clauses (ii), (iii), (iv) and (v) above, any such acquisition, expenditure or investment in or commitment to invest in Additional Replacement Assets made pursuant to a definitive binding agreement or a commitment approved by the Board board of Directors directors of the Issuer Listed Company or APHL that is executed or approved within such 395 days time will satisfy this requirement, requirement so long as such investment is consummated within 180 days of such 395th day or within 180 days thereafter360th day. The amount of such Net Cash Proceeds not so used as set forth in this paragraph (b) constitutes “Operating Group Excess Proceeds. (c) Pending the final application of any Net Proceeds, the Guarantor ” The Issuer may temporarily reduce revolving credit borrowings or otherwise invest the such Net Cash Proceeds in any manner that is not prohibited by the terms of this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute “Excess Proceeds”. (d) When the aggregate amount of Excess Proceeds exceeds €25.0 million, the Guarantor or the Issuer shall make an offer to purchase (an “Asset Sale Offer”) from all holders of Notes, to the extent required by the terms thereof, at the maximum principal amount of Notes and such other Pari Passu Debt, respectively, that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer shall be with respect to offers to purchase the Notes or other Pari Passu Debt, equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Guarantor may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other Pari Passu Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other Pari Passu Debt to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Such Operating Group Excess Proceeds shall be reset at zero. (e) The Issuer and the Guarantor shall comply with the requirements of used in any securities laws and the regulations thereunder (including Rule 14e-1 under the Exchange Act) to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent way that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Issuer and the Guarantor shall comply with does not violate the applicable securities laws and regulations and shall not be deemed to have breached their obligations under indentures or credit agreements of the Asset Sale provisions of this Indenture by virtue of such conflictPermitted Subsidiaries.

Limitation on Sale of Certain Assets. (a) The Guarantor and the Issuer shall not, and shall not permit any Restricted Group Member Subsidiary to, consummate an Asset Sale unless: (i) the Guarantor Issuer (or the Issuer or a Restricted Group MemberSubsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and (ii) at least 75% of the consideration therefor received in the Asset Sale by the Guarantor, the Issuer or such Restricted Group Member Subsidiary is in the form of of: (A) cashCash Equivalents (including any Cash Equivalents received from the conversion within 60 days of such Asset Sale of any securities, notes or other obligations received in consideration of such Asset Sale) or Liquid Securities; (B) Cash Equivalents, Replacement Assets; (C) any liabilities of the Issuer or any Restricted Subsidiary as shown on the most recent balance sheet of the Issuer or such Restricted Subsidiary (other than contingent liabilities, Indebtedness that is by its terms subordinated in right of payment to the Notes or any Note Guarantee and liabilities to the extent owed to the Issuer or any Affiliate of the Issuer) that are assumed by the transferee of any such assets or Equity Interests and for which the Issuer and all of the Restricted Subsidiaries have been validly released by all creditors in writing; (D) any Designated Non-cash Consideration received by the Guarantor, the Issuer or any of its Restricted Group Member Subsidiaries in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received from any Asset Sale that is at any one time outstandingpursuant to this clause (D) since the Issue Date, not to exceed the greater of €37.5 million and 2.510.0% of Consolidated Total Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value); or (E) or any combination of the consideration specified in clauses (A) to (D) any combination thereof. For purposes of this provision, each of (the following shall be deemed to be cash: (A) any liabilities, as shown on the Guarantor's most recent consolidated balance sheet, of the Guarantor, the Issuer or any Restricted Group Member (other than contingent liabilities, liabilities that are by their terms subordinated to the Notes or to any Guarantee of the Notes and liabilities secured with a Lien that is junior to the Liens on the Collateral securing the Notes or the Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation or similar agreement that releases the Guarantor, the Issuer or such Restricted Group Member from further liability; (B) any securities, notes or other obligations received by the Guarantor, the Issuer or any such Restricted Group Member from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Guarantor, the Issuer or such Restricted Group Member into cash, to the extent of the cash received in that conversion; and (C) the principal amount of any Debt of any Restricted Group Member, that ceases to be a Restricted Group Member as a result of such Asset Sale (other than intercompany debt owed to the Guarantor, the Issuer or any such Restricted Group Memberforegoing collectively being “Permitted Consideration”), to the extent that the Guarantor, the Issuer and each other Restricted Group Member are released from any guarantee of payment of the principal amount of such Debt or any primary obligation thereunder in connection with such Asset Sale. (b) Within 395 Any Asset Sale pursuant to a condemnation, appropriation or other similar taking, including by deed in lieu of condemnation, or pursuant to the foreclosure or other enforcement of a Permitted Lien or exercise by the related lienholder of rights with respect thereto, including by deed of assignment in lieu of foreclosure, shall not be required to satisfy the conditions set forth in Section 4.9(a)(i) and (ii). (c) During the 365 days after the receipt of any Net Proceeds Available Cash from an Asset SaleSale (other than Specified ABL Facility Assets) the Issuer or a Restricted Subsidiary, as the Guarantor case may be, may apply those an amount equal to such Net Proceeds Available Cash at its option: (i) to permanently repay or prepay any then outstanding (Aa) Indebtedness constituting Pari Passu Lien Obligations (and, if the Indebtedness repaid is revolving or term Debt of credit Indebtedness, to correspondingly reduce commitments with respect thereto); provided that if the Issuer or shall so reduce Pari Passu Lien Obligations, the Guarantor which ranks pari passu with or senior to the Issuer shall equally and ratably reduce Notes or is a secured by a lien ranking pari passu with or senior to the Notes Obligations in any manner set forth in clause (and to effect a corresponding commitment reduction thereunderd) below at a purchase price equal to 100% of the principal outstanding amount of such Debt plus accrued and unpaid interestthereof, provided that the Issuer shall make an offer to purchase from all holders of Notes on a pro rata basis the Notes at an offer price equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional AmountsInterest, if any, (b) Indebtedness constituting Pari Passu Indebtedness other than Pari Passu Lien Obligations so long as the Asset Sale proceeds are with respect to non-Collateral; provided that if the date of purchaseIssuer shall so reduce Pari Passu Indebtedness, the Issuer shall equally and ratably reduce Notes Obligations in each caseany manner set forth in clause (d) below, payable in cash(c) (B) the Notes pursuant to an offer, on a pro rata basis, to all holders of Notes at a purchase price equal to the price specified in the optional redemption provisions of paragraph 6 of the applicable Note or (C) Debt Indebtedness of a Restricted Group MemberSubsidiary that is not a Guarantor, or (d) Notes Obligations as provided under Section 3.8, through open-market purchases (provided that such purchases are at or above 100% of the principal amount thereof) or by making an offer in accordance with the procedures set forth below in this Section 4.9 or an Asset Sale Offer or a Collateral Asset Sale Offer, as applicable; (ii) to acquire other long-term assetspurchase Replacement Assets (or enter into a binding agreement to purchase such Replacement Assets); provided that (a) such purchase is consummated no later than the later of (i) the 360th day after such Asset Sale or (ii) 180 days after the date of such binding agreement entered into within 360 days after such Asset Sale, including Capital Stock (b) if such purchase is not consummated within the period set forth in subclause (a), an amount equal to the Net Available Cash not so applied shall be deemed to be Excess Proceeds (as defined below) and (d) if such Net Available Cash is received in respect of a Person engaged in a Permitted BusinessCollateral, that are used the Replacement Assets, to the extent constituting Notes Collateral or useful in the business of the Restricted Group Members;ABL Collateral and not an Excluded Asset, shall be pledged as Collateral; or (iii) to make a capital expenditure; (iv) invest in or commit an Offer to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Group Member with Net Proceeds received by another Restricted Group Member); (v) reinvest in the Capital Stock of a Permitted Business; or (vi) any combination of the foregoing; provided that in the case of clauses (ii), (iii), (iv) and (v) above, any such acquisition, expenditure or investment in or commitment to invest in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of the Issuer that is executed or approved within such 395 days will satisfy this requirement, so long Purchase as such investment is consummated within 180 days of such 395th day or within 180 days thereafterdescribed below. (cd) Pending the final application of any Net ProceedsAvailable Cash, the Guarantor Issuer may temporarily reduce revolving credit borrowings Indebtedness under any Credit Facility or otherwise expend or invest the such Net Proceeds Available Cash in any manner that is not prohibited by this Indenture. Any . (e) An amount equal to any Net Proceeds Available Cash from Asset Sales of Collateral (other than Specified ABL Facility Assets) that are is not invested or applied or invested as provided and within the time period set forth in Section 4.9(c) (it being understood that any portion of such Net Available Cash used to purchase or make an Offer to Purchase Notes, as described in Section 4.9(c)(1), shall be deemed to have been invested whether or not such offer is accepted) shall be deemed to constitute “Collateral Excess Proceeds.” When the preceding paragraph aggregate amount of Collateral Excess Proceeds exceeds $35 million, the Issuer shall make an offer to all Holders of the Notes and, if required by the terms of any Pari Passu Lien Obligations or Obligations secured by a Lien permitted under this Indenture (which Lien is not subordinate to the Lien of the Notes with respect to the Collateral), to the holders of such Pari Passu Lien Obligations or such other Obligations (including any mandatory prepayment required by the Term Loan Credit Facility) (a “Collateral Asset Sale Offer”), to purchase the maximum aggregate principal amount of the Notes and such Pari Passu Lien Obligations or such other Obligations that may be purchased out of the Collateral Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any (or, in respect of other Pari Passu Lien Obligations, such lesser price, if any, as may be provided for by the terms of such other Pari Passu Lien Obligations), to the date fixed for the closing of such offer, in accordance with the procedures for an Offer to Purchase set forth in this Indenture. The Issuer shall commence a Collateral Asset Sale Offer with respect to Collateral Excess Proceeds within ten Business Days after the date that Collateral Excess Proceeds exceed $35 million by mailing the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. (f) An amount equal to any Net Available Cash from any Asset Sale of non-Collateral (other than Specified ABL Facility Assets) that is not invested or applied as provided and within the time period set forth in Section 4.9(c) (it being understood that any portion of such Net Available Cash used to purchase or make an offer to purchase Notes, as described in Section 4.9(c)(i) above, shall be deemed to have been invested whether or not such offer is accepted) shall be deemed to constitute “Excess Proceeds”. (d) ” When the aggregate amount of Excess Proceeds exceeds €25.0 $35 million, the Guarantor or the Issuer shall make an offer to purchase all Holders of Notes (and, at the option of the Issuer, to holders of any Pari Passu Indebtedness) (an “Asset Sale Offer”) from all holders to purchase, subject to applicable minimum denomination requirements, the maximum principal amount of NotesNotes (and such Pari Passu Indebtedness) that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, to the extent required plus accrued and unpaid interest and Additional Interest, if any (or, in respect of such Pari Passu Indebtedness, such lesser price, if any, as may be provided for by the terms thereofof such Pari Passu Indebtedness), at to but not including the maximum principal date fixed for the closing of such offer, in accordance with the procedures for an Offer to Purchase set forth in this Indenture. The Issuer shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceeds $35 million by mailing the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. (g) To the extent that the aggregate amount of Notes and such other Pari Passu Debt, respectively, that may be purchased out Lien Obligations or such Obligations secured by a Lien permitted by this Indenture (which Lien is not subordinate to the Lien of the Excess Proceeds. The offer price in any Notes with respect to the Collateral) tendered pursuant to a Collateral Asset Sale Offer shall be with respect to offers to purchase is less than the Notes or other Pari Passu Debt, equal to 100% of the principal amount of the Notes to be purchased plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, in each case, payable in cash. If any Collateral Excess Proceeds remain after consummation of an Asset Sale OfferProceeds, the Guarantor Issuer may use those any remaining Collateral Excess Proceeds for any purpose that is not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and or such other Pari Passu Debt Lien Obligations or such other Obligations surrendered by such holders thereof exceeds the amount of Collateral Excess Proceeds, the Issuer, subject to applicable minimum denomination requirements, shall select the Notes and such other Pari Passu Lien Obligations or such other Obligations to be purchased in the manner described below. To the extent that the aggregate amount of Notes (and such Pari Passu Indebtedness) tendered into such pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for any purpose that is not prohibited by this Indenture. If the aggregate principal amount of Notes (and such Pari Passu Indebtedness) surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee Issuer, subject to applicable minimum denomination requirements, shall select the Notes and other Pari Passu Debt to be purchased on a pro rata basisin the manner described below. Upon completion of each any such Collateral Asset Sale Offer or Asset Sale Offer, the amount of Collateral Excess Proceeds or Excess Proceeds, as the case may be, shall be reset at to zero. (eh) Notwithstanding any provision of this Section 4.9, the sale, conveyance or other disposition of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries, taken as a whole, shall be governed by Sections 4.11 and 5.1 and not by the provisions of this Section 4.9. (i) The Issuer and shall comply, to the Guarantor shall comply extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws and the or regulations thereunder (including Rule 14e-1 under the Exchange Act) to the extent those laws and regulations are applicable in connection with each the repurchase of Notes pursuant to as a result of an Asset Sale OfferSale. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenturethe covenant described hereunder, the Issuer and the Guarantor shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations under the Asset Sale provisions of this Indenture covenant described hereunder by virtue of its compliance with such conflictsecurities laws or regulations.