auna s.a.a. INDENTURE Dated as of November 20, 2020 auna s.a.a., as Issuer The GUARANTORS Party Hereto,

(1)    on the next interest payment date the Issuer or applicable Guarantor would be obligated to pay Additional Amounts in respect of interest on the Notes or Note Guarantee in excess of the Additional Amounts that it would pay if interest payments in respect of the Notes or Note Guarantee were subject to deduction or withholding at a rate of 4.99% generally (determined without regard to any interest, fees, penalties or other additions to tax), as a result of any change in, or amendment to, the laws or regulations of any Taxing Jurisdiction, or any change in, or a pronouncement by competent authorities of the relevant Taxing Jurisdiction with respect to, the official application or official interpretation of such laws or regulations, which change, amendment or pronouncement occurs after the Issue Date (or, in the case of any withholding taxes imposed by a jurisdiction that becomes a Taxing Jurisdiction after the Issue Date, after the date such jurisdiction becomes a Taxing Jurisdiction); and

(2)    such obligation cannot be avoided by the Issuer or applicable Guarantor taking reasonable measures available to it; provided that for this purpose reasonable measures shall not include any change in the Issuer’s jurisdiction of organization or location of its principal executive office. For the avoidance of doubt, reasonable measures may include a change in the jurisdiction of a Paying Agent; provided that such change shall not require the Issuer to incur material additional costs or legal or regulatory burdens.

No notice of redemption pursuant to this ‎Section 3.4 will be given earlier than sixty (60) days prior to the earliest date on which the Issuer or applicable Guarantor would be obligated to pay such Additional Amounts if a payment in respect of the Notes or Note Guarantee were then due. Prior to the giving of any notice of redemption of the Notes pursuant to this ‎Section 3.4, the Issuer shall deliver to the Trustee an Officer’s Certificate confirming that it is entitled to exercise such right of redemption. The Issuer will also deliver to the Trustee an Opinion of Counsel external to the Issuer, stating that it (or an applicable Guarantor) would be obligated to pay such Additional Amounts due to the changes in tax laws or regulations or changes in, or pronouncements with respect to, the official application or official interpretation of such laws or regulations. The Trustee shall accept such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent set forth in clauses (1) and (2) above, in which event it shall be conclusive and binding on the Holders.

Section 3.5   Selection by the Trustee of Notes to be Redeemed and Notice of Redemption.

(a)   If less than all of the Notes are to be redeemed at any time, the Trustee will select Notes for redemption by lot, subject to applicable DTC procedures unless otherwise required by law or applicable stock exchange requirements. If less than all of the Notes of any series are to be redeemed at any time, the Trustee shall select the Notes to be redeemed or purchased (1) in compliance with the requirements of the Singapore Stock Exchange, for so long as the Notes are listed on the Singapore Stock Exchange, (2) if the Notes are not so listed but are in global form, then by lot or otherwise in accordance with the procedures of DTC or the

applicable depositary or (3) if the Notes are not so listed and are not in global form, then on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion shall deem fair and appropriate.

(b)   No Notes of U.S.$200,000 or less can be redeemed in part. Notices of redemption with respect to Global Notes will be delivered in accordance with DTC procedures at least ten (10) but not more than sixty (60) days before the redemption date to each Holder of Notes to be redeemed at its registered address, except that redemption notices may be delivered more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture.

(c)   If any Note is to be redeemed in part only, the notice of redemption that relates to such Note will state the portion of the principal amount of that Note that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the applicable Holder upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of Notes called for redemption, unless payment is not made on that date. Any redemption and notice thereof pursuant to this Indenture may, in the Issuer’s discretion, be subject to the satisfaction of any condition precedent specified therein.

(d)   The redemption notice shall identify the Notes or portions thereof to be redeemed (including the CUSIP number, if any) and shall state:

(i)   the redemption date;

(ii)     the redemption price;

(iii)   if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued;

(iv)    the name and address of the Paying Agent;

(v)   that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price and, unless the redemption date is after a record date and or before the succeeding interest payment date, accrued interest thereon to the redemption date;

(vi)    that, unless the Issuer defaults in making the redemption payment, interest and any Additional Amounts on Notes called for redemption will cease to accrue on and after the redemption date, and the only remaining right of the Holders of such Notes is to receive payment of the redemption price, any Additional Amounts and, unless the redemption date is after a record date and on or before the succeeding interest payment date, accrued interest thereon to the redemption date upon surrender to the Paying Agent of the Notes redeemed;

(vii)     if fewer than all the Notes are to be redeemed, the identification of the particular Notes (or portions thereof) to be redeemed, as well as the aggregate principal amount of the Notes to be redeemed and the aggregate principal amount of Notes to be outstanding after such partial redemption;

(viii)   the section of this Indenture pursuant to which the Notes called for redemption are being redeemed;

(ix)    that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes and that reliance may be placed only on the other identification numbers printed on the Notes; and

(x)   any condition precedent to the redemption specified by the Issuer (which, if not satisfied, will result in the revocation of the notice), or if no condition is specified, that the notice is irrevocable.

(e)   At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and at its expense; provided that the Issuer shall deliver to the Trustee, at least 45 days prior to the redemption date (unless the Trustee shall have agreed to a shorter period), an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Section 3.6   Deposit of Redemption Price. By 11:00 a.m., New York City time, at least one Business Day prior to any redemption date, the Issuer shall deposit with the Trustee or with a Paying Agent an amount of money in immediately available funds in Dollars sufficient to pay the redemption price of the Notes; provided, however, any funds received after 11:00 a.m. New York time shall be deemed to be have been received and deposited on the Business Day following receipt by the Trustee or the Paying Agent.

Section 3.7   Notes Payable on Redemption Date. Notice of redemption having been given as set forth in ‎Section 3.5, the Notes shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the Issuer shall default in the payment of the redemption price) the Notes shall cease to bear interest. Upon surrender of any Note for redemption in accordance with said notice, such Note shall be paid by the Issuer at the redemption price, together with accrued and unpaid interest to the redemption date.

If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal thereof (and premium, if any) and accrued and unpaid interest thereon, as applicable, shall, until paid, bear interest from the redemption date at the rate prescribed therefor in the Note. For the avoidance of doubt, the Issuer shall calculate the premium, if any, that is due and neither the Trustee nor any Authorized Agent shall have any duty to confirm and/or verify such calculation.

Section 3.8   Open Market Purchases. The Issuer may acquire Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with all Applicable Laws, so long as such acquisition does not

otherwise violate the terms of this Indenture. Any Note so purchased by the Issuer may be surrendered to the Trustee for cancellation.

ARTICLE IV
COVENANTS

Section 4.1   Covenants of the Issuer and the Guarantors. The Issuer and each of the Guarantors agree that so long as any amount payable by them under this Indenture or the Notes remains unpaid (unless under a Suspension Period in the case of Suspended Covenants), they shall, and shall cause their Restricted Subsidiaries, as applicable, to, comply with the terms of the following covenants:

(a)   Rule 144A Information. For so long as the Notes remain outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, but only to the extent the same shall not have been made publicly available by filing with the SEC, the Issuer shall furnish, upon the request of any Holder, such information as is specified in Rule 144A(d)(4) under the Securities Act: (i) to such Holder, (ii) to a prospective purchaser of such Note (or beneficial interests therein) who is a QIB designated by such Holder and (iii) to the Trustee for delivery to any applicable Holder upon written request therefore by such Holder, in each case in order to permit compliance by such Holder with Rule 144A in connection with the resale of such Note (or beneficial interest therein) in reliance upon Rule 144A. All such information shall be in the English language. Delivery of such reports, Officers’ Certificates and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s, any Guarantor’s or any other Person’s compliance with any of its covenants hereunder or under the Notes (as to which the Trustee is entitled to conclusively rely exclusively on the annual statement of compliance described in ‎Section 4.1(b)(ii)).

(b)   Notice of Default; Compliance Certificate.

(i)   The Issuer will furnish to the Trustee, not later than five (5) Business Days after the occurrence thereof, written notice of any events which would constitute a Default or Event of Default, their status and what action the Issuer is taking or proposing to take in respect thereof. In the absence of any such notice, the Trustee shall not be deemed to have notice or be charged with knowledge of any Default or Event of Default.

(ii)     Within 120 days after the end of each fiscal year of the Issuer ending after the date hereof (which fiscal year ends December 31), the Issuer shall deliver to the Trustee a certificate which need not comply with ‎Section 10.11, executed by the principal executive officer, the principal financial officer or the principal accounting officer of the Issuer and one other Authorized Officer of the Issuer, as to such officers’ knowledge of the Issuer’s compliance with all conditions and covenants under this Indenture, such compliance to be determined (solely for the purpose of this ‎Section 4.1(b)(ii)) without regard to any period of grace or requirement of notice under this Indenture.

(c)   Singapore Listing.

(i)   The Issuer will apply to list the Notes on the Singapore Stock Exchange. In the event that the Notes are listed for trading on the Singapore Stock Exchange, the Issuer will use its best efforts to maintain such listing; provided that if the admission of the Notes on the Singapore Stock Exchange would, in the future, require the Issuer to publish financial information either more regularly than it would otherwise be required to, or requires the Issuer or the Guarantors to publish separate financial information, or if the listing, in the judgment of the Issuer, is unduly burdensome, the Issuer may seek an alternative admission to listing, trading and/or quotation for the Notes by another listing authority, stock exchange and/or quotation system. If such alternative admission to listing, trading and/or quotation of the Notes is not available to the Issuer or is, in the Issuer’s commercially reasonable judgment, unduly burdensome, an alternative admission to listing, trading and/or quotation of the Notes may not be obtained.

(ii)     For so long as the Notes are listed on the Singapore Stock Exchange and the rules of the Singapore Stock Exchange so require, the Issuer will maintain a paying agent in Singapore. where the Notes may be presented or surrendered for payment or redemption, in the event that the Global Note is exchanged for individual Definitive Notes. In addition, in the event that the Global Notes are exchanged for Definitive Notes, announcement of such exchange shall be made through the Singapore Stock Exchange and such announcement will include all material information with respect to the delivery of the Definitive Notes, including details of the paying agent in Singapore.

(d)   Limitation on Indebtedness.

(i)   The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness; provided that the Issuer and its Restricted Subsidiaries may Incur Indebtedness if, on the date thereof and immediately after giving effect on a pro forma basis to the Incurrence of such Indebtedness and any other Indebtedness Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom,

(1)   the Net Leverage Ratio for the Issuer and its Restricted Subsidiaries on a consolidated basis is less than (i) 5:00 to 1:00, if such Incurrence of Indebtedness occurs before the first anniversary of the Issue Date; (ii) 4:50 to 1:00, if such Incurrence of Indebtedness occurs on or after the first anniversary of the Issue Date but before the second anniversary of the Issue Date; (iii) 4:25 to 1:00, if such Incurrence of Indebtedness occurs on or after the second anniversary of the Issue Date but before the third anniversary of the Issue Date; and (iv) 3:75 to 1:00, if such Incurrence of Indebtedness occurs on or after the third anniversary of the Issue Date;

(2)   the Interest Coverage Ratio for the Issuer and its Restricted Subsidiaries on a consolidated basis is at least 2:25 to 1:00; and

(3)   no Default or Event of Default will have occurred or be continuing or would occur as a consequence of Incurring the Indebtedness or entering into the transactions relating to such Incurrence.

(ii)     ‎Section 4.1(d)(i) will not prohibit the Incurrence of the following Indebtedness:

(1)   Indebtedness represented by the Notes (including any Note Guarantee) (other than any Additional Notes);

(2)   Indebtedness of the Issuer and its Restricted Subsidiaries in existence on the Issue Date;

(3)   Guarantees by the Issuer or Guarantors of Indebtedness permitted to be Incurred by the Issuer or a Guarantor in accordance with the provisions of this Indenture; provided that in the event such Indebtedness that is being Guaranteed is a Subordinated Obligation or a Guarantor Subordinated Obligation, then the related Guarantee shall be subordinated in right of payment to the Notes or the Note Guarantee, as the case may be;

(4)   Indebtedness of the Issuer owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Issuer or any other Restricted Subsidiary; provided that:

(A)  if the Issuer is the obligor on Indebtedness owing to a Non-Guarantor Subsidiary, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Notes;

(B)  if a Guarantor is the obligor on such Indebtedness and a Non-Guarantor Subsidiary is the obligee, such Indebtedness is expressly subordinated in right of payment to the Note Guarantee of such Guarantor; and

(C) (i) any subsequent issuance or transfer of Capital Stock or any other event which results in any such Indebtedness being beneficially held by a Person other than the Issuer or a Restricted Subsidiary of the Issuer; and

(ii)  any sale or other transfer of any such Indebtedness to a Person other than the Issuer or a Restricted Subsidiary of the Issuer

shall be deemed, in each case under this clause (4)(C), to constitute an Incurrence of such Indebtedness by the Issuer or such Restricted Subsidiary, as the case may be;

(5)   (a) Indebtedness of Persons Incurred and outstanding on the date on which such Person became a Restricted Subsidiary or was acquired by, or

merged into, the Issuer or any Restricted Subsidiary or (b) Indebtedness Incurred by the Issuer or a Restricted Subsidiary in connection with any such acquisition or merger; provided that, in either case, (i) the Issuer would have been able to Incur at least U.S.$1.00 of additional Indebtedness pursuant to ‎Section 4.1(d)(i) after giving effect to the Incurrence of such Indebtedness pursuant to this clause (5), or (ii) after giving effect to the Incurrence of such Indebtedness pursuant to this clause (5), the Net Leverage Ratio of the Issuer and its Restricted Subsidiaries is lower than such ratio immediately prior to such acquisition or merger;

(6)   Indebtedness Incurred by the Issuer or its Restricted Subsidiaries in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance, self-insurance obligations, performance, bid, surety and similar bonds and completion Guarantees (not for borrowed money) provided in the ordinary course of business;

(7)   Indebtedness arising from agreements of the Issuer or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred or assumed in connection with the disposition of any business or assets of the Issuer or any business, assets or Capital Stock of a Restricted Subsidiary, other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided that:

(A)  the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds, including non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to subsequent changes in value) actually received by the Issuer and its Restricted Subsidiaries in connection with such disposition; and

(B)  such Indebtedness is not reflected on the balance sheet of the Issuer or any of its Restricted Subsidiaries (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (7));

(8)   Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (including daylight overdrafts paid in full by the close of business on the day such overdraft was Incurred) drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five (5) Business Days of Incurrence;

(9)   Indebtedness of the Issuer or any of its Restricted Subsidiaries to the extent the net proceeds thereof are promptly used to redeem the Notes in full or deposited to defease or discharge the Notes, in each case in accordance with this Indenture;

(10)   Indebtedness under Hedging Obligations that are Incurred for hedging purposes in the ordinary course of business (and not for speculative purposes);

(11)   the Incurrence or issuance by the Issuer or any Restricted Subsidiary of Refinancing Indebtedness that serves to refund or refinance any Indebtedness Incurred as permitted under ‎Section 4.1(d)(i) or clauses (1), (2), (5) or (11) of this ‎Section 4.1(d)(ii), or any Indebtedness issued to so refund or refinance such Indebtedness, including additional Indebtedness Incurred to pay premiums (including reasonable, as determined in good faith by the Issuer, tender premiums), defeasance costs, accrued interest and fees and expenses in connection therewith;

(12)   Indebtedness (including Capitalized Lease Obligations) of the Issuer or a Restricted Subsidiary Incurred to finance the purchase, lease, construction or improvement of any property, plant or equipment used or to be used in the business of the Issuer or such Restricted Subsidiary through the direct purchase of such property, plant or equipment, and any Indebtedness of a Restricted Subsidiary which serves to refund or refinance any Indebtedness Incurred pursuant to this clause (12), in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (12) and then outstanding, will not exceed the greater of U.S.$25.0 million or 5.0% of Total Assets at any time outstanding;

(13)   short-term Indebtedness of the Issuer or any Restricted Subsidiary Incurred under a Debt Facility in the ordinary course of business, for working capital purposes and in an aggregate amount not to exceed U.S.$25.0 million or 5.0% of Total Assets at any time outstanding; and

(14)   in addition to the items referred to in clauses (1) through (13) of this ‎Section 4.1(d)(ii), Indebtedness of the Issuer and the Restricted Subsidiaries in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (14) and then-outstanding, will not exceed the greater of U.S.$50.0 million or 10.0% of Total Assets at any time outstanding.

(iii)   The Issuer will not Incur any Indebtedness under ‎Section 4.1(d)(ii) if the proceeds thereof are used, directly or indirectly, to refinance any Subordinated Obligations of the Issuer unless such Indebtedness will be subordinated to the Notes to at least the same extent as such Subordinated Obligations. No Guarantor will Incur any Indebtedness under ‎Section 4.1(d)(ii) if the proceeds thereof are used, directly or indirectly, to refinance any Guarantor Subordinated Obligations of such Guarantor unless such Indebtedness will be subordinated to the obligations of such Guarantor under its Note Guarantee to at least the same extent as such Guarantor Subordinated Obligations. No Restricted Subsidiary (other than a Guarantor) may Incur any Indebtedness if the proceeds are used to refinance Indebtedness of the Issuer or a Guarantor.

(iv)    For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with, this ‎Section 4.1(d):

(v)   Accrual of interest, accrual of dividends, the accretion of accreted value, the amortization of debt discount, the payment of interest in the form of additional Indebtedness and the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock will not be deemed to be an Incurrence of Indebtedness for purposes of this ‎Section 4.1(d) The amount of any Indebtedness outstanding as of any date shall be (i) the aggregate principal amount outstanding, in the case of Indebtedness issued with interest payable in-kind and any Indebtedness issued with original issue discount, and (ii) the principal amount or liquidation preference thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness, in all cases as determined in accordance with IFRS.

(vi)    In addition, the Issuer will not permit any of its Unrestricted Subsidiaries to Incur any Indebtedness or issue any Disqualified Stock, other than Non-Recourse Debt. If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be Incurred by a

Restricted Subsidiary as of such date (and, if such Indebtedness is not permitted to be Incurred as of such date under this ‎Section 4.1(d), the Issuer shall be in Default of this ‎Section 4.1(d)).

(vii)     For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar equivalent principal amount of Indebtedness denominated in Peruvian Soles or Colombian pesos or any other foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that, if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Issuer and its Restricted Subsidiaries may Incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.

(e)   Limitation on Asset Dispositions.

(i)   The Issuer will not, and will not permit any of its Restricted Subsidiaries to, cause or make any Asset Disposition unless:

(1)   the Issuer or such Restricted Subsidiary, 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 Disposition) of the assets or Capital Stock subject to such Asset Disposition;

(2)   at least 75% of the consideration from such Asset Disposition received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of (A) cash or Cash Equivalents at the time of such Asset Disposition, (B) Additional Assets transferred in an Asset Swap or (C) a combination of (A) and (B); and:

(3)   an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Issuer or such Restricted Subsidiary, as the case may be, within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, as follows:

(A)  to permanently reduce (and permanently reduce commitments with respect thereto) Secured Indebtedness of the Issuer (other than any Disqualified Stock or Subordinated Obligations) or Secured Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or Guarantor Subordinated Obligations), in each case other than Indebtedness owed to the Issuer or an Affiliate of the Issuer;

(B)  to permanently reduce Pari Passu Indebtedness (other than Indebtedness owed to the Issuer or an Affiliate of the Issuer);

(C)  to invest in Additional Assets; or

(D)  any combination of the foregoing;

provided that pending the final application of any such Net Available Cash in accordance with clause (A), (B), (C) or (D) above, the Issuer and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture; and provided, further, that in the case of clause (C), a binding, written commitment to invest in Additional Assets shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as the Issuer or a Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 12 months of such commitment (an “Acceptable Commitment”) and such Net Available Cash is actually applied in such manner within 12 months from the date of the Acceptable Commitment, it being understood that if the Acceptable Commitment is later cancelled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash not so applied shall constitute Excess Proceeds.

For the purposes of clause (2) of this ‎Section 4.1(e)(i) and for no other purpose, the following will be deemed to be cash:

(1)  any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet) of the Issuer or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or the Note Guarantees) that are assumed by the transferee of any such assets and from which the Issuer and all Restricted Subsidiaries have been validly released by all creditors in writing; and

(2)  any securities, notes or other obligations received by the Issuer or any Restricted Subsidiary from the transferee that are converted by the Issuer or such Restricted Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such Asset Disposition.

Any Net Available Cash from Asset Dispositions that is not applied or invested as provided in clause (3) of this ‎Section 4.1(e)(i) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds U.S.$25.0 million, the Issuer will be required to, within 30 days thereafter, make an offer (an “Asset Disposition Offer”) to all Holders and, to the extent required by the terms of any outstanding Pari Passu Indebtedness, to all holders of such Pari Passu Indebtedness, to purchase the maximum aggregate principal amount of Notes

and any 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, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (subject to the right of Holders of the Notes of record on a record date to receive interest on the relevant interest payment date), in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Indebtedness, as applicable, in each case in denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. The Issuer shall commence an Asset Disposition Offer with respect to Excess Proceeds by mailing (or otherwise communicating in accordance with the Applicable Procedures) the notice required by this ‎Section 4.1(e), with a copy to the Trustee.

To the extent that the aggregate amount of Notes and Pari Passu Indebtedness validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes in any manner not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and other Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Issuer shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the aggregate accreted value or principal amount of tendered Notes and Pari Passu Indebtedness. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero.

(ii)     No later than five Business Days after the termination of the Asset Disposition Offer (the “Asset Disposition Purchase Date”), the Issuer will apply all Excess Proceeds to the purchase of the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness (on a pro rata basis, if applicable) required to be purchased pursuant to this ‎Section 4.1(e) (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount of Notes (and, if applicable, Pari Passu Indebtedness) has been so validly tendered, all Notes and Pari Passu Indebtedness validly tendered in response to the Asset Disposition Offer. Payment for any Notes so purchased will be made in the same manner as principal and interest payments are made.

(iii)   If the Asset Disposition Purchase Date is on or after an applicable record date and on or before the related interest payment date, any accrued and unpaid interest to, but excluding, the Asset Disposition Purchase Date will be paid on the Asset Disposition Purchase Date to the Person in whose name a Note is registered at the close of business on such record date.

(iv)    Upon the commencement of an Asset Disposition Offer, the Issuer shall give a notice to each of the Holders or otherwise deliver such notice in accordance with the Applicable Procedures, with a copy to the Trustee, the Transfer Agent, the Registrar and the Paying Agent. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Disposition Offer. The Asset Disposition Offer shall be made to all Holders and, if required, all holders of Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Disposition Offer, shall state:

(1)  that an Asset Disposition Offer is being made pursuant to this ‎Section 4.1(e) and the expiration time of the Asset Disposition Offer;

(2)  the Asset Disposition Offer Amount, the purchase price, including the portion thereof representing any accrued and unpaid interest, and the Asset Disposition Purchase Date;

(3)  that Notes must be tendered in denominations of U.S.$200,000 or integral multiples of U.S.$1,000 in excess thereof, and any Note not properly tendered will remain outstanding and will continue to accrue interest;

(4)  that, unless the Issuer defaults in making the payment, any Note accepted for payment pursuant to the Asset Disposition Offer will cease to accrue interest on and after the Asset Disposition Purchase Date;

(5)  that Holders electing to have a Note purchased pursuant to any Asset Disposition Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to such Note completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Asset Disposition Purchase Date;

(6)  that Holders shall be entitled to withdraw their election if the Issuer, DTC or the applicable depositary or the Paying Agent, as the case may be, receives at the address specified in the notice, not later than the expiration of the Asset Disposition Offer, a notice of withdrawal setting forth the name of the Holder, the principal amount of the Notes the Holder tendered for purchase and a statement that such Holder is withdrawing its tendered Notes and its election to have such Note purchased;

(7)  that, if the aggregate principal amount of Notes and Pari Passu Indebtedness surrendered by the holders thereof exceeds the Asset Disposition Offer Amount, then the Notes and such Pari Passu Indebtedness will be purchased on a pro rata basis based on the aggregate accreted value or principal amount, as applicable, of the Notes or such Pari Passu Indebtedness tendered and the selection of the Notes for purchase shall be made by the Issuer by such method as the Issuer in its sole discretion shall deem to be fair and appropriate (subject to the Applicable Procedures), although no Note having a principal amount of U.S.$200,000 shall be purchased in part;

(8)  that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (the unpurchased portion of the Notes must be equal to U.S.$200,000 or an integral multiple of U.S.$1,000 in excess thereof); and

(9)  the other procedures, as determined by the Issuer, consistent with this ‎Section 4.1(e) that a Holder must follow.

(v)   On or before the Asset Disposition Purchase Date, the Issuer will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary or as otherwise provided in this ‎Section 4.1(e), the Asset Disposition Offer Amount of Notes

and Pari Passu Indebtedness or portions thereof validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or, if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Notes and Pari Passu Indebtedness so tendered, in the case of the Notes, in integral multiples of U.S.$1,000; provided that if, following repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than U.S.$200,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is U.S.$200,000. The Issuer will deliver, or cause to be delivered, to the Trustee the Notes so accepted and an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so accepted and that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this ‎Section 4.1(e).

(vi)    The Issuer will promptly, but in no event later than five Business Days after termination of the Asset Disposition Offer, mail or deliver to each tendering Holder or holder or lender of Pari Passu Indebtedness, as the case may be, an amount equal to the purchase price of the Notes or Pari Passu Indebtedness so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Issuer for purchase, and the Issuer will promptly issue a new Note, and the Trustee, upon delivery to it of an Authentication Order from the Issuer, will authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered; provided that each such new Note will be in a principal amount of U.S.$200,000 or an integral multiple of U.S.$1,000 in excess thereof. In addition, the Issuer will take any and all other actions required by the agreements governing the Pari Passu Indebtedness. Any Note not so accepted will be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer will publicly announce the results of the Asset Disposition Offer on or as soon as practicable after the Asset Disposition Purchase Date.

(vii)     The Issuer will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to an Asset Disposition Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of any conflict.

(f)   Limitation on Restricted Payments.

(i)   The Issuer will not, and will not permit any of its Restricted Subsidiaries, directly or indirectly, to:

(1)   declare or pay any dividend or make any other payment or distribution (whether made in cash, securities or other property) on or in respect of its or any of its Restricted Subsidiaries’ Capital Stock (including any payment in connection with any merger or consolidation involving the Issuer or any of its Restricted Subsidiaries) other than:

(A)    dividends, payments or distributions payable solely in Capital Stock of the Issuer (other than Disqualified Stock); and

(B)     dividends, payments or distributions by a Restricted Subsidiary, so long as, in the case of any dividend, payment or distribution payable on or in respect of any Capital Stock issued by a Restricted Subsidiary that is not a Wholly-Owned Subsidiary, the Issuer or the Restricted Subsidiary holding such Capital Stock receives at least its pro rata share of such dividend, payment or distribution;

(2)   purchase, redeem, retire or otherwise acquire for value, including in connection with any merger or consolidation, any Capital Stock of the Issuer or any direct or indirect parent of the Issuer held by Persons other than the Issuer or a Restricted Subsidiary (other than in exchange for Capital Stock of the Issuer (other than Disqualified Stock));

(3)   make any payment on or with respect to, or purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to any scheduled repayment, scheduled sinking fund payment or scheduled maturity, any Subordinated Obligations or Guarantor Subordinated Obligations, other than Indebtedness of the Issuer owing to and held by any Guarantor or Indebtedness of a Guarantor owing to and held by the Issuer or any other Guarantor permitted under clause (3) of ‎Section 4.1(d)(ii); or

(4)   make any Restricted Investment

(all such payments and other actions referred to in clauses (1) through (4) of this ‎Section 4.1(f)(i) shall be referred to as a “Restricted Payment”), unless, at the time of and after giving effect to such Restricted Payment:

(A)    no Default or Event of Default shall have occurred and be continuing (or would result therefrom);

(B)     immediately after giving effect to such transaction on a pro forma basis, the Issuer could Incur at least U.S.$1.00 of additional Indebtedness under the provisions of ‎Section 4.1(d)(i); and

(C)     the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made subsequent to the Issue Date would not exceed the sum of (without duplication):

(i)   50% of Consolidated Net Income for the period (treated as one accounting period) from July 1, 2020 to the end of the Latest Completed Quarter ending prior to the date of such Restricted Payment (or, in case such Consolidated Net Income is a deficit, minus 100% of such deficit); plus

(ii)     100% of the aggregate Net Cash Proceeds and the Fair Market Value of marketable securities or other property received by the Issuer from the issue or sale of its Capital Stock (other than Disqualified Stock) or other capital contributions subsequent to the Issue Date, other than:

(x)  Net Cash Proceeds received from an issuance or sale of such Capital Stock to a Subsidiary of the Issuer or to an employee stock ownership plan, option plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans from or Guaranteed by the Issuer or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination; and

(y)  Net Cash Proceeds received by the Issuer from the issue and sale of its Capital Stock or capital contributions to the extent applied to redeem Notes in compliance with ‎Section 3.3(a); plus

(iii)   the amount by which Indebtedness of the Issuer or its Restricted Subsidiaries is reduced on the Issuer’s consolidated balance sheet upon the conversion or exchange (other than debt held by a Subsidiary of the Issuer) subsequent to the Issue Date of any Indebtedness of the Issuer or its Restricted Subsidiaries convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Issuer (less the amount of any cash, or the Fair Market Value of any other property, distributed by the Issuer upon such conversion or exchange); plus

(iv)    the amount equal to the net reduction in Restricted Investments made by the Issuer or any of its Restricted Subsidiaries in any Person resulting from:

(x)  repurchases or redemptions of such Restricted Investments by such Person, proceeds realized upon the sale of such Restricted Investment to an unaffiliated purchaser, repayments of loans or advances or other transfers of assets (including by way of dividend or distribution) by such Person to the Issuer or any Restricted Subsidiary (other than for reimbursement of tax payments); or

(y)  the redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries or the merger or consolidation of an Unrestricted Subsidiary with and into the Issuer or any of its Restricted Subsidiaries (valued in each case as provided in the definition of

“Investment”) not to exceed the amount of Investments previously made by the Issuer or any Restricted Subsidiary in such Unrestricted Subsidiary,

which amount in each case under this clause (iv) was included in the calculation of the amount of Restricted Payments; provided that no amount will be included under this clause (iv) to the extent it is already included in Consolidated Net Income; minus

(v)   any amounts paid in respect of mandatory dividends pursuant to Article 231 of the Peruvian Companies Law as the same may be amended or replaced from time to time.

(ii)     The provisions of ‎Section 4.1(f)(i) will not prohibit:

(1)   any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Capital Stock, Disqualified Stock or Subordinated Obligations of the Issuer or Guarantor Subordinated Obligations of any Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of the Issuer (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary or an employee stock ownership plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans from or Guaranteed by the Issuer or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination); provided that the Net Cash Proceeds from such sale of Capital Stock will be excluded from clause (4)(C)(ii) of ‎Section 4.1(f)(i);

(2)   any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations of the Issuer or Guarantor Subordinated Obligations of any Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Subordinated Obligations of the Issuer or any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Guarantor Subordinated Obligations of any Guarantor made by exchange for or out of the proceeds of the substantially concurrent sale of Guarantor Subordinated Obligations of a Guarantor so long as such refinancing Subordinated Obligations or Guarantor Subordinated Obligations are permitted to be Incurred pursuant to ‎Section 4.1(d) and constitute Refinancing Indebtedness;

(3)   any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Disqualified Stock of the Issuer or a Restricted Subsidiary made by exchange for or out of the proceeds of the substantially concurrent sale of Disqualified Stock of the Issuer or such Restricted Subsidiary, as the case may be, so long as such refinancing Disqualified Stock is permitted to be Incurred pursuant to ‎Section 4.1(d) and constitutes Refinancing Indebtedness;

(4)   the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Obligation (A) at a

purchase price not greater than 101% of the principal amount of such Subordinated Obligation in the event of a Change of Control in accordance with provisions similar to ‎Section 4.4 or (B) at a purchase price not greater than 100% of the principal amount thereof in accordance with provisions similar to ‎Section 4.1(e); provided that, prior to or simultaneously with such purchase, repurchase, redemption, defeasance or other acquisition or retirement, the Issuer has made the Change of Control Offer or Asset Disposition Offer, as applicable, as provided in such covenant with respect to the Notes and has completed the repurchase or redemption of all Notes validly tendered for payment in connection with such Change of Control Offer or Asset Disposition Offer;

(5)   any purchase or redemption of Subordinated Obligations or Guarantor Subordinated Obligations from Net Available Cash to the extent permitted under ‎Section 4.1(e);

(6)   dividends paid within sixty (60) days after the date of declaration if at such date of declaration such dividend would have complied with this ‎Section 4.1(f);

(7)   the purchase, redemption or other acquisition, cancellation or retirement for value of Capital Stock or equity appreciation rights of the Issuer or any direct or indirect parent of the Issuer held by any existing or former employees or management of the Issuer or any Subsidiary of the Issuer or their assigns, estates or heirs, in each case in connection with the repurchase provisions under employee stock option or stock purchase agreements or other agreements to compensate management employees approved by the Board of Directors of the Issuer; provided that such Capital Stock or equity appreciation rights were received for services related to, or for the benefit of, the Issuer and its Restricted Subsidiaries; and provided, further, that such redemptions or repurchases pursuant to this clause (7) will not exceed (i) U.S.$4.0 million in the aggregate during any calendar year and (ii) U.S.$7.0 million in the aggregate since the Issue Date;

(8)   repurchases of Capital Stock deemed to occur upon the exercise of stock options, warrants, other rights to purchase Capital Stock or other convertible securities if such Capital Stock represents a portion of the exercise price thereof, and Restricted Payments by the Issuer to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of Capital Stock; and

(9)   other Restricted Payments in an aggregate amount, when taken together with all other Restricted Payments made pursuant to this clause (9), not to exceed U.S.$20.0 million in the aggregate since the Issue Date;

provided that at the time of and after giving effect to, any Restricted Payment permitted under clauses (5) and (9), no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof.

(iii)   Restricted Payments permitted pursuant to clauses (2), (3), (4), (5), (7), (8) and (9) will not be included in making the aggregate Restricted Payment calculations under clause (C) of ‎Section 4.1(f)(i).

(iv)    Neither the Board of Directors nor management of the Issuer shall, directly or indirectly, propose or otherwise encourage the declaration and payment of any dividends pursuant to Article 231 of the Peruvian Companies Law as the same may be amended or replaced from time to time if such declaration or payment would not be permitted by this ‎Section 4.1(f) (without giving effect to the following proviso); provided, however, that the restrictions set forth in this ‎Section 4.1(f) will not prohibit the declaration and payment of any such dividend if required by law.

(v)   The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of such Restricted Payment of the assets or securities proposed to be transferred or issued by the Issuer or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment; provided that such determination of the Fair Market Value of a Restricted Payment or any such assets or securities shall be based upon an opinion or appraisal issued by an Independent Financial Advisor if such Fair Market Value is estimated in good faith by the Board of Directors of the Issuer or an authorized committee thereof to exceed U.S.$25.0 million. The amount of all Restricted Payments paid in cash shall be its face amount.

(vi)    For purposes of determining compliance with this ‎Section 4.1(f), in the event that a Restricted Payment (or portion thereof) permitted pursuant to this ‎Section 4.1(f) or a Permitted Investment (or portion thereof) meets the criteria of more than one of the categories of Restricted Payments described above or one or more clauses of the definition of “Permitted Investments,” the Issuer shall be permitted to classify such Restricted Payment or Permitted Investment (or any portion thereof) on the date it is made, or later reclassify all or any portion of such Restricted Payment or Permitted Investment, in any manner that complies with this ‎Section 4.1(f), and such Restricted Payment or Permitted Investment (or portion thereof) shall be treated as having been made pursuant to only one of such clauses of this ‎Section 4.1(f) or the definition of Permitted Investments.

(vii)     The Issuer will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary (other than the Issuer) as an Unrestricted Subsidiary, all outstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the definition of “Investment.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

(g)   Limitation on Liens.

(i)   The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, Incur, assume or suffer to exist any Lien (other than Permitted Liens) against or upon any of their respective properties or assets (including Capital Stock of Subsidiaries), or any proceeds therefrom, or assign or convey any right to receive proceeds therefrom, whether owned on the Issue Date or acquired after the Issue Date, which Lien is securing any Indebtedness, unless contemporaneously with the Incurrence of such Liens:

(1)   in the case of Liens securing Subordinated Obligations or Guarantor Subordinated Obligations, the Notes and related Note Guarantees and all other amounts due under this Indenture are secured by a Lien on such properties, assets or proceeds that is senior in priority to such Liens; or

(2)   in all other cases, the Notes and related Note Guarantees and all other amounts due under this Indenture are equally and ratably secured or are secured by a Lien on such properties, assets or proceeds that is senior in priority to such Liens.

Any Lien created for the benefit of Holders pursuant to this ‎Section 4.1(g) shall be automatically and unconditionally released and discharged upon the termination or cessation of the circumstances which required the granting of such Liens.

(h)   Limitation on Restrictions on Distributions from Restricted Subsidiaries.

(i)   The Issuer will not, and will not permit any Restricted Subsidiary (other than a Guarantor) to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than a Guarantor) to;

(1)   pay dividends or make any other distributions on its Capital Stock to the Issuer or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness or other obligations owed to the Issuer or any Restricted Subsidiary;

(2)   make any loans or advances to the Issuer or any Restricted Subsidiary; or

(3)   sell, lease or transfer any of its properties or assets to the Issuer or any Restricted Subsidiary;

(ii)   The preceding provisions will not prohibit encumbrances or restrictions existing under or by reason of:

(1)   contractual encumbrances or restrictions pursuant to agreements or instruments in effect as of the Issue Date;

(2)   this Indenture, the Notes and the Note Guarantees;

(3)   any agreement or other instrument of a Person acquired by the Issuer or any of its Restricted Subsidiaries in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the properties or assets of the Person and its Subsidiaries, so acquired (including after acquired property);

(4)   any amendment, restatement, modification, renewal, supplement, refunding, replacement or refinancing of an agreement referred to in clauses (1), (2), (3) or (4) of this ‎Section 4.1(h)(ii); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive than the encumbrances and restrictions contained in the agreements referred to in clauses (1), (2) or (3) of this ‎Section 4.1(h)(ii) on the Issue Date or the date such Restricted Subsidiary became a Restricted Subsidiary or was merged into a Restricted Subsidiary, whichever is applicable;

(5)   in the case of ‎Section 4.1(h)(i)(3), Liens permitted to be Incurred under the provisions of ‎Section 4.1(g) that limit the right of the debtor to dispose of the assets securing such Indebtedness;

(6)   purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations permitted under this Indenture, in each case that impose encumbrances or restrictions of the nature described in clause (3) of ‎Section 4.1(h)(i) on the property so acquired;

(7)   contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of the Issuer pursuant to an agreement that has been entered into for the sale or disposition of all or a portion of the Capital Stock or assets of such Subsidiary;

(8)   any customary provisions in joint venture agreements relating to joint ventures that are not Restricted Subsidiaries and other similar agreements entered into in the ordinary course of business and with the approval of the Board of Directors;

(9)   customary non-assignment provisions in leases, subleases or licenses and other similar agreements entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business;

(10)   encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; and

(11)   contained in the terms governing any Indebtedness if (as determined in good faith by the Issuer) (i) the encumbrances or restrictions are ordinary and customary for a financing of that type and (ii) the encumbrances or restrictions either (x) would not, at the time agreed to, be expected to materially adversely affect the ability of the Issuer or any Guarantor to make payments on

the Notes or (y) in the case of any Refinancing Indebtedness, are, taken as a whole, no less favorable in any material respect to the Holders of the Notes than those contained in the agreements governing the Indebtedness being refinanced.

(i)   Limitation on Affiliate Transactions.

(i)   The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (an “Affiliate Transaction”), unless:

(1)   the terms of such Affiliate Transaction are no less favorable to the Issuer or such Restricted Subsidiary, as the case may be, than those that could reasonably be expected to have been obtained by the Issuer or such Restricted Subsidiary in a comparable transaction at the time of such transaction on an arms’ length basis with a Person that is not an Affiliate of the Issuer;

(2)   in the event such Affiliate Transaction or series of related Affiliate Transactions involves an aggregate consideration in excess of U.S.$10.0 million (or the equivalent in other currencies), the terms of such transaction or series of transactions have been approved by a majority of the members of the Board of Directors of the Issuer (including a majority of the disinterested members thereof, if any), the approval to be evidenced by a Board Resolution stating that the Board of Directors has determined that such Affiliate Transaction or series of related Affiliate Transactions satisfies the criteria in clause (1) of this ‎Section 4.1(i)(i); and

(3)   in the event such Affiliate Transaction or series of related Affiliate Transactions involves an aggregate consideration in excess of U.S.$25.0 million, the Issuer will, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction or series of related Affiliate Transactions to the Issuer and any such Restricted Subsidiary, if any, from a financial point of view from an Independent Financial Advisor and deliver the same to the Trustee.

(ii)     ‎Section 4.1(i)(i) will not apply to:

(1)   any transaction between the Issuer and a Restricted Subsidiary or between Restricted Subsidiaries, and any Guarantees issued by the Issuer or a Restricted Subsidiary for the benefit of the Issuer or a Restricted Subsidiary, as the case may be, in accordance with ‎Section 4.1(d);

(2)   any Restricted Payment permitted to be made pursuant to ‎Section 4.1(f) and Permitted Investments (other than Permitted Investments made pursuant to clause (2) of the definition thereof);

(3)   any issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or as the funding of, employment agreements and other compensation arrangements, options to purchase Capital Stock of the Issuer, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits plans and/or indemnity provided on behalf of officers and employees in the ordinary course of business and approved by the Board of Directors of the Issuer;

(4)   the payment of reasonable and customary fees paid to, and indemnity provided on behalf of, directors or officers of the Issuer or any Restricted Subsidiary;

(5)   loans or advances to employees, officers or directors of the Issuer or any Restricted Subsidiary in the ordinary course of business consistent with past practices, in an aggregate amount not in excess of U.S.$2.0 million (without giving effect to the forgiveness of any such loan);

(6)   the entering into of a customary agreement providing registration rights to the shareholders of the Issuer and the performance of such agreements;

(7)   any agreement as in effect as of the Issue Date (including lease agreements), as these agreements may be amended, modified, supplemented, extended or renewed from time to time, so long as any such amendment, modification, supplement, extension or renewal is not more disadvantageous to the Holders in any material respect in the good faith judgment of the Board of Directors of the Issuer, when taken as a whole, than the terms of the agreements in effect on the Issue Date;

(8)   any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged into the Issuer or a Restricted Subsidiary; provided that such agreement was not entered into in contemplation of such acquisition or merger, and any amendment thereto (so long as any such amendment is not disadvantageous to the Holders in the good faith judgment of the Board of Directors of the Issuer, when taken as a whole, as compared to the applicable agreement as in effect on the date of such acquisition or merger);

(9)   transactions with customers, clients, suppliers, lessors, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of the business of the Issuer and its Restricted Subsidiaries and otherwise in compliance with the terms of this Indenture; provided that in the reasonable determination of the members of the Board of Directors or Senior Management of the Issuer, such transactions are on terms that are no less favorable to the Issuer or the relevant Restricted Subsidiary than those that could reasonably be expected to have been obtained at the time of such transactions in a comparable transaction on an arm’s length basis by the Issuer or such Restricted Subsidiary with an unrelated Person; and

(10)   any issuance or sale of Capital Stock (other than Disqualified Stock) to Affiliates of the Issuer and the granting and performance of registration and other customary rights in connection therewith.

(j)   Limitation on Activities of the Issuer and its Restricted Subsidiaries. The Issuer and its Restricted Subsidiaries will not engage in any business other than a Similar Business.

(k)   Maintenance of Properties. The Issuer will cause all properties used or useful in the conduct of its business or the business of any of its Restricted Subsidiaries to be maintained and kept in good condition, repair and working order as in the judgment of the Issuer may be necessary so that the business of the Issuer and its Restricted Subsidiaries may be properly conducted at all times; provided that nothing in this paragraph prevents the Issuer or any Restricted Subsidiary from discontinuing the use, operation or maintenance of any of such properties or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Issuer, desirable in the conduct of the business of the Issuer or any of its Restricted Subsidiaries.

(l)   Anti-Layering. Neither the Issuer nor any Guarantor may Incur any Indebtedness that is subordinate in right of payment to other Indebtedness of the Issuer or any Guarantor unless such Indebtedness is also subordinate in right of payment to the Notes or the relevant Note Guarantee on substantially identical terms. This does not apply to distinctions between categories of Indebtedness that exist by reason of any Liens or Guarantees securing or in favor of some but not all of such Indebtedness.

(m)    Reports. To the extent the same shall not have been made publicly available by filing with the SEC, and so long as any Notes are outstanding, the Issuer will furnish or cause to be furnished to the Trustee, and upon written request therefore to the Holders and prospective Holders (in respect of clause (iii) below):

(i)   within 120 days following the end of each fiscal year of the Issuer ending on December 31, audited consolidated income statements, balance sheets, statements of shareholders equity and cash flow statements and the related notes thereto for the Issuer on a consolidated basis for the two most recent fiscal years in accordance with IFRS, together with an audit report thereon by the Issuer’s independent auditors, and together with a summary discussion and analysis by management of the Issuer regarding the financial condition and results of operations of the Issuer on a consolidated basis for such fiscal years;

(ii)     within 90 days following the end of each of the three fiscal quarters ending on March 31, June 30 and September 30 in each of the Issuer’s fiscal years, quarterly reports containing unaudited consolidated balance sheets, statements of income and the related Notes thereto for the Issuer on a consolidated basis, in each case for the quarterly period then ended and the corresponding quarterly period in the prior fiscal year and prepared in accordance with IFRS, together with a summary discussion and analysis by management of the Issuer regarding the financial condition and results of operations of the Issuer on a consolidated basis for such quarterly period; and

(iii)   upon written request by Holders or prospective Holders, information meeting the applicable requirements of Rule 144A(d)(4) of the Securities Act so long as the Notes are not freely transferable under the Exchange Act by Persons who are not “affiliates” under the Securities Act (which information need not be delivered to the Trustee so long as such information is provided to the Holders or prospective Holders).

The information required to be furnished pursuant to this ‎Section 4.1(m) shall be furnished in the English language. The Issuer may fulfill the reporting obligations provided in this ‎Section 4.1(m) by posting on its website the information required thereby, with notice thereof delivered to the Trustee.

Delivery of such reports, information, Officers’ Certificates and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s, any Guarantor’s or any other Person’s compliance with any of its covenants hereunder or under the Notes (as to which the Trustee is entitled to conclusively rely exclusively on the annual statement of compliance described in ‎Section 4.1(b)(ii)). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuer’s, any Guarantor’s or any other Person’s compliance with the covenants described herein or with respect to any reports, information, Officers’ Certificates or other documents filed with the SEC or any website under this Indenture, or participate in any conference calls.

Section 4.2   Effectiveness of Covenants.

(a)   Following the first day:

(1)   the Notes have an Investment Grade Rating from at least two Rating Agencies; and

(2)   no Default or Event of Default has occurred and is continuing under this Indenture,

(such date, the “Suspension Date”), the Issuer and its Restricted Subsidiaries will not be subject to the provisions of ‎Section 4.1(d), ‎Section 4.1(e), ‎Section 4.1(f), ‎Section 4.1(h), ‎Section 4.1(i), ‎Section 4.1(j), and clause (4) of ‎Section 4.3(a) (collectively, the “Suspended Covenants”).

(b)   If at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any of such Rating Agencies, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating from at least two Rating Agencies (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating from at least two Rating Agencies); provided that no Default, Event of Default or breach of any kind shall be deemed to exist under this

Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, and none of the Issuer or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period (as defined below), regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.”

(c)   On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to ‎Section 4.1(d)(ii)(2). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under ‎Section 4.1(f) will be made as though the covenant in ‎Section 4.1(f) had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under ‎Section 4.1(f)(i).

(d)   During any period when the Suspended Covenants are suspended, the Board of Directors of the Issuer may not designate any of the Issuer’s Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture.

(e)   The Issuer shall promptly notify the Trustee in writing of the occurrence of any Suspension Period pursuant to this ‎Section 4.2. In the absence of such notice, the Trustee may conclusively assume that the Suspended Covenants are in full force and effect. The Issuer shall promptly notify the Trustee in writing upon the reinstatement of the Suspended Covenants after a Reinstatement Date pursuant to this ‎Section 4.2. In the absence of such notice, the Trustee shall assume that the Suspension Period continues to remain in effect.

Section 4.3   Merger and Consolidation.

(a)   The Issuer will not consolidate with or merge with or into or wind up into (whether or not the Issuer is the surviving corporation), or sell, assign, convey, transfer, lease or otherwise dispose of (or cause or permit any Restricted Subsidiary to sell, assign, convey, transfer, lease or otherwise dispose of) all or substantially all of its properties and assets, in one or more related transactions, to any Person unless:

(1)   the resulting, surviving or transferee Person (the “Successor Issuer”) is a Person (other than an individual) organized and validly existing under the laws of a Permitted Jurisdiction;

(2)   the Successor Issuer (if other than the Issuer) expressly assumes all of the obligations of the Issuer under the Notes and this Indenture (including the obligation to pay Additional Amounts, if any) pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee;

(3)   immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

(4)   immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four quarter period:

(A)    the Successor Issuer would be able to Incur at least U.S.$1.00 of additional Indebtedness pursuant to ‎Section 4.1(d)(i); or

(B)     the Net Leverage Ratio for the Successor Issuer and its Restricted Subsidiaries on a consolidated basis would not be lower than such ratio for the Issuer and its Restricted Subsidiaries on a consolidated basis immediately prior to such transaction and (ii) the Interest Coverage Ratio for the Successor Issuer and its Restricted Subsidiaries on a consolidated basis would be higher than such ratio for the Issuer and its Restricted Subsidiaries on a consolidated basis immediately prior to such transaction;

(5)   each Guarantor (unless it is the other party to the transactions above, in which case clause (1) of ‎Section 4.3(b) shall have by supplemental indenture confirmed that its Note Guarantee (including the obligation to pay Additional Amounts, if any) shall apply to such Successor Issuer’s obligations under this Indenture and the Notes; and

(6)   the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, winding up, sale, assignment, conveyance, transfer, lease, or disposition, and such supplemental indenture, if any, comply with this Indenture.

(b)   Notwithstanding clauses (4) and (5) of ‎Section 4.3(a):

(1)   any Restricted Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to the Issuer so long as no Capital Stock of the Restricted Subsidiary is distributed to any Person other than the Issuer; provided that, in the case of a Restricted Subsidiary that merges into the Issuer, the Issuer will not be required to comply with ‎Section 4.3(a)(6); and

(2)   any Non-Guarantor Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to the Issuer or a Guarantor.

(c)   The Issuer will not permit any Guarantor to consolidate with or merge with or into or wind up into (whether or not such Guarantor is the surviving corporation), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets, in one or more related transactions, to any Person (other than to the Issuer or another Guarantor) unless:

(1)   if such entity remains a Guarantor, the resulting, surviving or transferee Person (the “Successor Guarantor”) is a Person (other than an individual) organized and validly existing under the laws of a Permitted Jurisdiction;

(2)   the Successor Guarantor, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under this Indenture and its Note Guarantee (including the obligation to pay Additional Amounts, if any) pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee;

(3)   immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and

(4)   the Issuer will have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, winding up or disposition and such supplemental indenture (if any) comply with this Indenture.

(d)   Notwithstanding the foregoing, any Guarantor may merge with or into or transfer all or part of its properties and assets to a Guarantor or the Issuer or merge with a Restricted Subsidiary of the Issuer solely for the purpose of reincorporating the Guarantor in the jurisdiction of such Guarantor, or a Permitted Jurisdiction, so long as the amount of Indebtedness of such Guarantor and its Restricted Subsidiaries is not increased thereby, and the resulting entity remains or becomes a Guarantor.

(e)   For purposes of this ‎Section 4.3, the sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer, which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer on a consolidated basis, will be deemed to be the disposition of all or substantially all of the properties and assets of the Issuer.

(f)   Upon any consolidation, merger, wind up, sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the Issuer or a Guarantor in accordance with this ‎Section 4.3, the Issuer and a Guarantor, as the case may be, will be released from its obligations under this Indenture, the Notes and its Note Guarantee, as the case may be, and the Successor Issuer and the Successor Guarantor, as the case may be, will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or a Guarantor, as the case may be, under this Indenture, the Notes and such Note Guarantee; provided that, in the case of a lease of all or substantially all of its assets, the Issuer will not be released from the obligation to pay the principal of and interest on the Notes, and a Guarantor will not be released from its obligations under its Note Guarantee.

Section 4.4   Offer to Repurchase upon Change of Control.

(a)   If a Change of Control Event occurs, unless the Issuer has exercised its right to redeem all of the Notes pursuant to ‎Section 3.3 prior to the Change of Control Event, the Issuer will make an offer to purchase all of the Notes (the “Change of Control Offer”) at a purchase price in cash equal to 101% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (the “Change of Control Payment”). Within thirty (30) days following any Change of Control Event, unless the Issuer

has exercised its right to redeem all of the Notes pursuant to ‎Section 3.3 prior to the Change of Control Event, the Issuer will give a notice of such Change of Control Offer to each Holder or otherwise give notice in accordance with the manner set forth in ‎Section 10.5, with a copy to the Trustee, stating:

(1)   that a Change of Control Offer is being made pursuant to this ‎Section 4.4 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for purchase by the Issuer at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest, if any, to, but excluding, the date of purchase;

(2)   the purchase date (which shall be no earlier than ten (10) days nor later than sixty (60) days from the date such notice is mailed or otherwise delivered) (the “Change of Control Payment Date”);

(3)   that Notes must be tendered in integral multiples of U.S.$1,000, and any Note not properly tendered will remain outstanding and continue to accrue interest;

(4)   that, unless the Issuer defaults in the payment of the Change of Control Payment, any Note accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on and after the Change of Control Payment Date;

(5)   that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” attached to such Notes completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6)   that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes; provided that the Trustee and the Paying Agent receive at the address specified in the notice, not later than the close of business on the second Business Day preceding the Change of Control Payment Date (or such prior time as required under the rules and customary practices of the Registrar), a notice of withdrawal setting forth the name of the Holder, the principal amount of Notes tendered for purchase and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;

(7)   that, if a Holder is tendering less than all of its Notes, such Holder will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (the unpurchased portion of the Notes must be equal to U.S.$200,000 or an integral multiple of U.S.$1,000 in excess thereof); and

(8)   the other procedures, as determined by the Issuer, consistent with this ‎Section 4.4 that a Holder must follow in order to have its Notes repurchased.

(b)   The notice, if mailed or otherwise delivered in the manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (A) the notice is mailed in a manner herein provided and (B) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect.

(c)   On the Business Day immediately preceding the Change of Control Payment Date, the Issuer will, to the extent lawful, deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes (of U.S.$200,000 or larger integral multiples of U.S.$1,000 in excess thereof) validly tendered pursuant to the Change of Control Offer.

(d)   On the Change of Control Payment Date, the Issuer will, to the extent lawful:

(1)   accept for payment all Notes or portions of Notes (of U.S.$200,000 or larger integral multiples of U.S.$1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer; and

(2)   deliver or cause to be delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer in accordance with this ‎Section 4.4.

(e)   The Paying Agent will promptly mail (or otherwise deliver in accordance with the Applicable Procedures) to each Holder of Notes so tendered the Change of Control Payment for such Notes, and, if only a portion of the Notes is purchased pursuant to a Change of Control Offer, the Trustee upon receipt of an Authentication Order will promptly authenticate and mail (or otherwise deliver in accordance with the Applicable Procedures) or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interest in a Global Note will be made, as appropriate); provided that each such new Note will be in a principal amount of U.S.$200,000 or integral multiples of U.S.$1,000 in excess thereof.

(f)   If the Change of Control Payment Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest to the Change of Control Payment Date will be paid on the relevant interest payment date to the Person in whose name a Note is registered at the close of business on such record date.

(g)   The Issuer will not be required to make a Change of Control Offer upon a Change of Control Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) notice of redemption has

been given with respect to all of the Notes pursuant to this Indenture prior to the related Change of Control Event unless and until there is a default in payment of the applicable redemption price.

(h)   The Issuer will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of the conflict or such compliance.

(i)   Other than as specifically provided in this ‎Section 4.4, any purchase of Notes pursuant to this ‎Section 4.4 shall be made pursuant to the provisions of ‎Section 3.5 and ‎Section 3.6 of this Indenture.

ARTICLE V
DEFAULTS AND REMEDIES

Section 5.1   Events of Default and Remedies. (a) Each of the following is an “Event of Default”:

(i)   default in any payment of interest (including any related Additional Amounts) on any Note when due and such default continues for thirty (30) days;

(ii)     default in the payment of principal of, or premium, if any, on any note (including, in each case, any related Additional Amounts) when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;

(iii)   failure by the Issuer or any Guarantor to comply with its obligations under ‎Section 4.3;

(iv)    failure by the Issuer or any Guarantor for thirty (30) days to comply with its obligations under ‎Section 4.1(e) or ‎Section 4.4;

(v)   failure by the Issuer or any Guarantor for sixty (60) days to comply with any other covenant or agreement contained in this Indenture or the Notes (other than as described under clauses (i), (ii), (iii) and (iv) above, which are covered by such clauses) after notice by the Trustee or Holders of 25% or more in principal amount of the then outstanding Notes;

(vi)    default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuer or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by the Issuer or any of its Restricted Subsidiaries), other than Indebtedness owed to the Issuer or a Restricted Subsidiary, whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which default:

(1)   is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness; or

(2)   results in the acceleration of such Indebtedness prior to its maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated, aggregates U.S.$20.0 million or more (or its foreign currency equivalent);

(vii)     failure by the Issuer or any Restricted Subsidiary to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of U.S.$20.0 million (or its foreign currency equivalent) (net of any amounts that a reputable and creditworthy insurance company has agreed to pay), which judgments are not paid, discharged or stayed for a period of sixty (60) days or more after such judgment becomes final;

(viii)   the entering of a decree or order by a court (or equivalent authority) having jurisdiction adjudging the Issuer or any of its Significant Subsidiaries as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization of or by the Issuer or any of its Significant Subsidiaries, and such decree or order continuing to be undischarged or unstayed for a period of sixty (60) days; the entering of a decree or order of a court (or equivalent authority) having jurisdiction for the appointment of a receiver or liquidator or for the liquidation or dissolution of the Issuer or any of its Significant Subsidiaries, and such decree or order continuing to be undischarged and unstayed for a period of 60 days; the institution by the Issuer or any of its Significant Subsidiaries of any proceeding to be adjudicated as voluntarily bankrupt, liquidated or dissolved, or their respective consent to the filing of a bankruptcy, liquidation or dissolution proceeding against any of them, or the filing of a petition or answer or consent seeking reorganization, or the consent to the filing of any such petition or appointment of a receiver or liquidator or trustee or assignee in bankruptcy, liquidation, dissolution or insolvency of the Issuer or any of its Restricted Subsidiaries or of any substantial part of their respective property; or

(ix)    except as permitted by this Indenture, any Note Guarantee of any Significant Subsidiary or group of Guarantors that, taken together, would constitute a Significant Subsidiary is held to be unenforceable or invalid in a judicial proceeding or ceases for any reason to be in full force and effect or any such Guarantor or group of Guarantors denies or disaffirms its obligations under its Note Guarantee.

(b)   In the event of a declaration of acceleration of the Notes because an Event of Default described in clause (vi) of ‎Section 5.1(a) has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if:

(1)   the default triggering such Event of Default pursuant to clause (vi) of ‎Section 5.1(a) shall be remedied or cured by the Issuer or a Restricted

Subsidiary or waived by the holders of the relevant Indebtedness within twenty (20) days after the declaration of acceleration with respect thereto; and

(2)   (A) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (B) all existing Events of Default, except nonpayment of principal, premium, if any, or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

(c)   Acceleration.

(i)   If an Event of Default (other than an Event of Default described in clause (viii) of ‎Section 5.1(a)) occurs and is continuing, the Trustee by written notice to the Issuer, specifying the Event of Default, or the Holders of at least 25% in principal amount of the then-outstanding Notes by notice to the Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of premium, if any, and accrued and unpaid interest, if any, on all the Notes to be due and payable. Upon such declaration, such principal, premium, if any, and accrued and unpaid interest, if any, will be due and payable immediately.

(ii)     Notwithstanding the foregoing, if an Event of Default under clause (viii) of ‎Section 5.1(a) occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.

(iii)   The Holders of a majority in principal amount of the outstanding Notes may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, other than the non-payment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived.

(d)   Waiver of Past Defaults. The Holders of a majority in principal amount of the outstanding Notes by written notice to the Trustee may on behalf of all Holders waive any existing Default and its consequences hereunder, except:

(1)   a continuing Default in the payment of the principal, premium, if any, or interest on any Note held by a non-consenting Holder (including in connection with an Asset Disposition Offer or a Change of Control Offer); and

(2)   a Default with respect to a provision that under ‎Section 10.1 cannot be amended without the consent of each Holder affected,

provided that, subject to ‎Section 5.1(c), the Holders of a majority in principal amount of the then-outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be

deemed to have been cured for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

(e)   Control by Majority. The Holders of a majority in principal amount of the then-outstanding Notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. In the event an Event of Default has occurred and is continuing, and of which a Responsible Officer of the Trustee has Actual Knowledge, the Trustee will be required in the exercise of its powers under this Indenture to use the degree of care that a prudent person would use under the circumstances in the conduct of its own affairs. However, the Trustee may refuse to follow any direction for which it is not provided with security and/or indemnified to its satisfaction in its sole discretion or that conflicts with law, this Indenture, the Notes or any Note Guarantee, or that the Trustee determines in good faith is unduly prejudicial to the rights of any other Holder (provided that the Trustee shall have no obligation to determine whether a direction is unduly prejudicial to the rights of any Holder) or that would involve the Trustee in personal liability.

(f)   Limitation on Suits. Subject to ‎Section 5.1(h), no Holder may pursue any remedy with respect to this Indenture or the Notes unless:

(1)   such Holder has previously given the Trustee written notice that an Event of Default is continuing;

(2)   the Holders of at least 25% in principal amount of the then-outstanding Notes have made written request to the Trustee to pursue the remedy;

(3)   such Holders have offered the Trustee security and/or indemnity satisfactory to the Trustee against any loss, liability or expense;

(4)   the Trustee has not complied with such written request within sixty (60) days after the receipt of the request and the offer of security and/or indemnity; and

(5)   the Holders of a majority in principal amount of the then-outstanding Notes have not given the Trustee a direction that, in the opinion of the Trustee, is inconsistent with such request within such 60-day period.

A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.

(g)   Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal, premium, if any, and interest on its Note, on or after the respective due dates expressed or provided for in such Note (including in connection with an Asset Disposition Offer or a Change of Control Offer), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

(h)   Collection Suit by Trustee. If an Event of Default specified in ‎Section 5.1(a)(i) or ‎(ii) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer and any other obligor on the Notes for the whole amount of principal, premium, if any, and interest remaining unpaid on the Notes, together with interest on overdue principal and, to the extent lawful overdue installments of, interest, in each case at the rate specified in the Notes, and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements, indemnities and advances of the Trustee and its agents and counsel.

(i)   Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, and to the extent permitted under Applicable Law, the Issuer, the Guarantors, the Trustee, the Authorized Agents and the Holders shall be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

(j)   Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in ‎Section 2.13, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by Applicable Law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

(k)   Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this ARTICLE ‎V or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

(l)   Trustee May File Proofs of Claim. The Trustee may file proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel reasonably incurred) and the Holders of the Notes allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Notes, including the Guarantors), its creditors or its property and is entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money or other property payable or deliverable on any such claims. Any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements, indemnities and advances of the Trustee and its agents and counsel reasonably incurred, and any other amounts due the Trustee under ‎Section 8.5.

To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under ‎Section 8.5 out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

(m)    Priorities. If the Trustee collects any money or property pursuant to this ARTICLE ‎V, it shall pay out the money in the following order:

(1)  to the Trustee and the Authorized Agents and their respective agents and attorneys for amounts due under ‎Section 8.5, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the Authorized Agents and the costs and expenses of collection;

(2)  to Holders for amounts due and unpaid on the Notes for principal, premium, if any, and interest ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively; and

(3)  to the Issuer or to such party as a court of competent jurisdiction shall direct, including a Guarantor, if applicable.

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this ‎Section 5.1(n). Promptly after any record date is set pursuant to this ‎Section 5.1(m), the Trustee shall cause notice of such record date and payment date to be given to the Issuer and to each Holder (at the sole expense of the Issuer) in the manner set forth in ‎Section 10.5.

(n)   Trustee May Enforce Claims Without Possession of Notes. To the extent permitted under Applicable Law, all rights of action (including the right to file proofs of claim) under this Indenture may be enforced by the Trustee without the possession of any of the Notes or the production thereof in any trial or other proceeding relating thereto. Any suit or proceeding instituted by the Trustee shall be brought in its name as Trustee without the necessity of joining any Holders as plaintiffs or defendants. Any recovery of judgment shall be for the benefit of the Holders, subject to the provisions of this Indenture.

(o)   Undertaking for Costs. All parties to this Indenture agree, and each Holder by its acceptance thereof shall be deemed to have agreed, that in any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in such suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party

litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This ‎Section 5.1(o) does not apply to a suit by the Trustee or a suit by a Holder pursuant to ‎Section 5.1(g).

ARTICLE VI
DISCHARGE OF THE INDENTURE; DEFEASANCE

Section 6.1   Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (other than those provisions that by their terms survive) as to all Notes issued hereunder, when:

(a)   either:

(i)   all Notes that have been authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation; or

(ii)     all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the giving of a notice of redemption or otherwise, will become due and payable within one year or may be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee, as trust funds in trust solely for the benefit of the Holders, (a) cash in U.S. dollars, (b) U.S. Government Securities, or (c) a combination thereof, in such amounts as will be sufficient (in the opinion of an Independent Financial Advisor; provided that such written opinion will not be required if the Issuer has irrevocably deposited with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars in an amount sufficient), without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to, but excluding, the date of maturity or redemption, as the case may be;

(b)   no Default or Event of Default has occurred and is continuing on the date of such deposit or will occur as a result of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound;

(c)   the Issuer or any Guarantor has paid or caused to be paid all sums payable by the Issuer under this Indenture; and

(d)   the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

In addition, the Issuer must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Section 6.2   Repayment of Monies. Following the satisfaction and discharge of this Indenture as described in ‎Section 6.1, all investments and monies then held by the Trustee or any Paying Agent under this Indenture shall, upon written demand of the Issuer, be repaid or, as the case may be, released, assigned or transferred to the Issuer, and thereupon the Trustee shall be released from all further liability with respect to such investments and monies.

Section 6.3   Return of Monies Held by the Paying Agent. Any monies deposited with or paid to the Paying Agent for the payment of the principal, premium or Additional Amounts (if any), interest or any other amount due with respect to any Note and not applied but remaining unclaimed for two years after the date upon which such principal, premium or Additional Amounts (if any), interest or other amount shall have become due and payable, shall (to the extent not required to escheat to any Governmental Authority), upon written demand of the Issuer, be repaid by the Paying Agent to or for the account of the Issuer, the receipt of such repayment to be confirmed promptly in writing by or on behalf of the Issuer, and, to the extent permitted by Applicable Law, the Person claiming such payment of principal, premium or Additional Amounts (if any), interest or any other amount shall thereafter look only to the Issuer for any related payment that it may be entitled to receive, and all liability of the Trustee with respect to such monies shall thereupon cease.

Section 6.4   Legal Defeasance and Covenant Defeasance. The Issuer may at its option and at any time elect to have all of its obligations discharged with respect to the outstanding Notes and this Indenture and all of its’ and the Guarantors’ obligations discharged with respect to their Note Guarantees and this Indenture (“Legal Defeasance”). Legal Defeasance means that the Issuer and the Guarantors will be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes on the 91st day after the deposit specified in clause (i) of the third following paragraph except for:

(a)   the rights of Holders to receive payments in respect of the principal, premium, if any, and interest on the Notes when such payments are due, solely out of the trust created pursuant to this Indenture referred to below;

(b)   the Issuer’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for Note payments held in trust;

(c)   the rights, powers, trusts, duties, indemnities and immunities of the Trustee, Registrar, Paying Agent, Transfer Agent and any other agent appointed by the Issuer herein and the Issuer’s and the Guarantors’ obligations in connection therewith; and

(d)   the Legal Defeasance and Covenant Defeasance (as defined below) provisions of this ‎Section 6.4.

Following the Issuer’s exercise of its Legal Defeasance option, payment of the Notes may not be accelerated because of an Event of Default. Subject to compliance with this ARTICLE ‎VI, the Issuer may exercise its Legal Defeasance option notwithstanding the prior exercise of its Covenant Defeasance (as defined below) option.

In addition, the Issuer may, at its option and at any time, elect to have its and the Restricted Subsidiaries’ obligations released with respect to the obligations under the covenants contained in ‎Section 4.1(c), ‎Section 4.1(d), ‎Section 4.1(e), ‎Section 4.1(f), ‎Section 4.1(g), ‎Section 4.1(h), ‎Section 4.1(i), ‎Section 4.1(j), ‎Section 4.1(k), ‎Section 4.1(m), clause (5) of ‎Section 4.3(a) and ‎Section 4.4 (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes. Following the Issuer’s exercise of its Covenant Defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in ‎Section 5.1(a)(iii) (only with respect to the failure of the Issuer to comply with clause (5) of ‎Section 4.3(a)), ‎Section 5.1(a)(iv) (only with respect to covenants that are released as a result of such Covenant Defeasance), and Sections ‎5.1(a)(v), ‎(vi), ‎(vii), ‎(viii) and ‎(ix).

In order to exercise either Legal Defeasance or Covenant Defeasance:

(i)   the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, (a) cash in U.S. dollars, (b) U.S. Government Securities, or (c) a combination thereof, in amounts as will be sufficient (in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee; provided that such written opinion will not be required if the Issuer has irrevocably deposited with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars) without consideration of any reinvestment of interest, to pay the principal of, and premium, if any, and interest due on the outstanding notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the Issuer must specify whether the Notes are being defeased to maturity or to a particular redemption date;

(ii)     in the case of Legal Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel that is independent of the Issuer reasonably acceptable to the Trustee confirming that (a) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (b) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, subject to customary assumptions and exclusions, the Holders and beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such legal defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(iii)   in the case of Covenant Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel that is independent of the Issuer reasonably acceptable to

the Trustee confirming that, subject to customary assumptions and exclusions, the Holders and beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(iv)    the Issuer has delivered to the Trustee an Opinion of Counsel that is independent of the Issuer reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders and beneficial owners of the Notes will not recognize income, gain or loss for Peruvian income tax purposes as a result of such Legal Defeasance or Covenant Defeasance, as the case may be, and will be subject to Peruvian income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance or Covenant Defeasance, as the case may be, had not occurred;

(v)   such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the Indenture) to which the Issuer or any of its Restricted Subsidiaries is a party or by which the Issuer or any of its Restricted Subsidiaries is bound;

(vi)    no Default or Event of Default has occurred and is continuing on the date of the deposit pursuant to clause (i) of this paragraph or will occur as a result of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) and the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than the Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound;

(vii)     the Issuer has delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer, any Guarantor or others;

(viii)   the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and

(ix)    the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be (which instructions may be contained in the Officer’s Certificate referred to in clause (viii) above).

ARTICLE VII
NOTE GUARANTEES