COLT Telecom Group plc - Banco Best

pursuant to the covenant described under the caption "— Commission Reports and
Reports to Holders;"
(ii) the aggregate Net Cash Proceeds received by COLT after the closing date from the
issuance and sale permitted by the indenture to a person who is not a Subsidiary of
COLT of
• its Capital Stock (other than Redeemable Stock),
• any options, warrants or other rights to acquire Capital Stock of COLT (in each
case, exclusive of any Redeemable Stock or any options, warrants or other rights
that are redeemable at the option of the holder, or are required to be redeemed,
prior to the Stated Maturity of the notes) and
• Indebtedness of COLT (including COLT's convertible notes, regardless
of whether the closing thereof is before or after the closing date) that has been
exchanged for or converted into Capital Stock of COLT (other than Redeemable
Stock), in each case except to the extent such Net Cash Proceeds are used to
Incur Indebtedness pursuant to the covenant described in clause (8) of the
second paragraph under the caption "— Limitation on Indebtedness," plus
(iii) an amount equal to the net reduction in Investments (other than reductions in
Permitted Investments and reductions in Investments made pursuant to the provision
described in clause (6) of part (B) of this "Limitation on Restricted Payments"
section) in any person resulting from payments of interest on Indebtedness, dividends,
repayments of loans or advances, or other transfers of assets, in each case to COLT or
any Restricted Subsidiary or from the Net Cash Proceeds from the sale of any such
Investment (except, in each case, to the extent any such payment or proceeds is
included in the calculation of Adjusted Consolidated Net Income), or from
redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each
case as provided in the definition of "Investments"), not to exceed, in each case, the
amount of Investments previously made by COLT or any Restricted Subsidiary in such
person or Unrestricted Subsidiary.
(B) The covenant described in part (A) of this "Limitation on Restricted Payments" section shall not be
violated by reason of:
(1) the payment of any dividend within 60 days after the date of declaration thereof if, at said date of
declaration, such payment would comply with the covenant described in part (A) above;
(2) the redemption, repurchase, defeasance or other acquisition or retirement for value of Indebtedness
that is subordinated in right of payment to the notes including premium, if any, and accrued and
unpaid interest, with the proceeds of, or in exchange for, Indebtedness Incurred under the covenant
described in clause (3) of the second paragraph of part (A) under the caption "— Limitation on
Indebtedness;"
(3) the repurchase, redemption or other acquisition of Capital Stock of COLT or an Unrestricted
Subsidiary (or options, warrants or other rights to acquire such Capital Stock) in exchange for, or
out of the proceeds of a substantially concurrent offering of, shares of Capital Stock (other than
Redeemable Stock) of COLT (or options, warrants or other rights to acquire such Capital Stock);
(4) the making of any principal payment or the repurchase, redemption, retirement, defeasance or
other acquisition for value of Indebtedness of COLT which is subordinated in right of payment to
the notes in exchange for, or out of the proceeds of, a substantially concurrent offering of, shares of
the Capital Stock of COLT (other than Redeemable Stock);
(5) payments or distributions to dissenting stockholders pursuant to applicable law in connection with a
consolidation, merger or transfer of assets that complies with the provisions of the indenture
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