COLT Telecom Group plc - Banco Best

such agreements, in each case Incurred in connection with the disposition of any business,
assets or Restricted Subsidiary of COLT (other than Guarantees of Indebtedness Incurred
by any person acquiring all or any portion of such business, assets or Restricted Subsidiary of
COLT for the purpose of financing such acquisition), in a principal amount not to exceed the
gross proceeds actually received by COLT or any Restricted Subsidiary in connection with
such disposition;
(5) Indebtedness of COLT, to the extent the net proceeds thereof are promptly:
(a) used to purchase notes tendered in an Offer to Purchase made as a result of a Change in
Control or
(b) deposited to defease the notes as described below under "— Defeasance;"
(6) Guarantees of the notes and Guarantees of Indebtedness of COLT by any Restricted Subsidiary
provided the Guarantee of such Indebtedness is permitted by and made in accordance with the
covenant described below under the caption "— Limitation on Issuance of Guarantees by
Restricted Subsidiaries;"
(7) Indebtedness Incurred to finance the cost (including the cost of design, development, acquisition,
construction, installation, improvement, transportation or integration) of network assets,
equipment, inventory or other tangible assets used or useful in the Telecommunications Business
acquired by COLT or a Restricted Subsidiary (including acquisitions by way of real property,
leasehold improvements, Capitalised Leases and acquisitions of the Capital Stock of a person that
becomes a Restricted Subsidiary to the extent of the fair market value of the network assets,
equipment, inventory or other tangible assets acquired) after the closing date or to finance or
support working capital or capital expenditures for the Telecommunications Business;
(8) Indebtedness of COLT not to exceed, at any one time outstanding, two times the Net Cash
Proceeds received by COLT after the closing date from the issuance and sale of its Capital Stock
(other than Redeemable Stock) to a person that is not a Subsidiary of COLT, to the extent such
Net Cash Proceeds have not been used pursuant to the covenant described in
clause (A) (4) (c) (ii) of the first paragraph under the caption "— Limitation on Restricted
Payments" to make a Restricted Payment or pursuant to the covenant described in clause (6) of
the second paragraph under the caption "— Limitation on Restricted Payments" to make
Investment; provided that such Indebtedness does not mature prior to the Stated Maturity of the
notes and has an Average Life longer than the notes;
(9) Strategic Subordinated Indebtedness;
(10) Acquired Indebtedness; and
(11) Indebtedness (in addition to Indebtedness permitted under the covenants described in clauses (1)
through (10) above) in an aggregate principal amount outstanding at any time not to exceed
£17.0 million, less any amount of such Indebtedness permanently repaid as provided under the
covenants described below under the caption "— Limitation on Asset Sales."
(B) Notwithstanding any other provision of the covenant described in this "Limitation on Indebtedness"
section, the maximum amount of Indebtedness that COLT or a Restricted Subsidiary may Incur pursuant to
the covenant described in this "Limitation on Indebtedness" section shall not be deemed to be exceeded due
solely to the result of fluctuations in the exchange rates of currencies.
(C) For purposes of determining any particular amount of Indebtedness under the covenant described in
this "Limitation on Indebtedness" section,
(1) Guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness otherwise
included in the determination of such particular amount shall not be included and
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