Definitions

Set forth below are defined terms used in the covenants and other provisions of the Trust Deed. Reference is made to the Trust Deed for other capitalised terms used in these Conditions for which no definition is provided.

“2018 Notes” means the U.S.$100 million 6.75% guaranteed notes issued by VLL International, Inc. on 4 October 2013.

“Acquired Indebtedness” means Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary or Indebtedness of a Restricted Subsidiary assumed in connection with an Asset Acquisition by such Restricted Subsidiary and not Incurred in connection with, or in contemplation of, the Person merging with or into or becoming a Restricted Subsidiary or the Asset Acquisition.

“Affiliate” means, with respect to any Person, any other Person (a) directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person, or (b) who is a director or officer of such Person or any Subsidiary of such Person or of any Person referred to in clause (a) of this definition. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under comm on control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Applicable Premium” means, with respect to any Note on any redemption date, the greater of:

(a) 1.0% of the principal amount of the Note; and

(b) the excess of: (I) the present value at such redemption date of (i) the redemption price of the Note at maturity, plus (ii) all required interest payments due on the Note through maturity, (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over (II) the principal amount of the Note.

“Asset Acquisition” means (a) an Investment by the Company or any Restricted Subsidiary in any other Person pursuant to which such Person shall become a Restricted Subsidiary or shall be merged into or consolidated with the Company or any Restricted Subsidiary, or (b) an acquisition by the Company or any Restricted Subsidiary of the property and assets of any Person other than the Company or any Restricted Subsidiary that constitute substantially all of a division or line of business of such Person.

“Asset Disposition” means the sale or other disposition by the Company or any Restricted Subsidiary (other than to the Company or another Restricted Subsidiary) of (a) all or substantially all of the Capital Stock of any Restricted Subsidiary or (b) all or substantially all of the assets that constitute a business segment or line of business of the Company or any Restricted Subsidiary.

“Asset Sale” means any sale, transfer or other disposition (including by way of merger, consolidation or Sale and Leaseback Transaction and including any sale or issuance of the Capital Stock of any Restricted Subsidiary) in one transaction or a series of related transactions by the Company or any Restricted Subsidiary to any Person other than the Company or any Restricted Subsidiary of any of its property or assets (including Capital Stock), in each case that is not governed by Condition 4.17; provided that “Asset Sale” shall not include:

(a) sales, transfers or other dispositions of inventory or receivables (including properties under development for sale and completed properties for sale) in the ordinary course of business;

(b) sales, transfers or other dispositions of assets constituting a Permitted Investment or Restricted Payment permitted to be made under Condition 4.2;

(c) sales, transfers or other dispositions of assets with a Fair Market Value not in excess of U.S.$2.0 million (or the Dollar Equivalent thereof) in any transaction or series of related transactions;

(d) any sale, transfer, assignment or other disposition of any inventory or property with a Fair Market Value not in excess of U.S.$2.0 million (or the Dollar Equivalent thereof) to an employee of the Company in any transaction or series of related transactions under an employee benefit plan approved by the Board of Directors and in effect from time to time;

(e) any sale, transfer, assignment or other disposition of any property or equipment that has become damaged, worn out, obsolete or otherwise unsuitable for use in connection with the business of the Company or its Restricted Subsidiaries;

(f) any transfer, assignment or other disposition deemed to occur in connection with creating or granting any Permitted Lien; or

(g) any sale, transfer or other disposition by the Company or any of its Restricted Subsidiaries, including the sale or issuance of Capital Stock by the Company or any of its Restricted Subsidiaries, to the Company or to any of the Company’s Restricted Subsidiaries.

“Associate” means any company in which the Company owns Capital Stock which is not a Subsidiary or Restricted Subsidiary.

“Attributable Indebtedness” means, in respect of a Sale and Leaseback Transaction, at the time of determination, the present value, discounted at the interest rate borne by the Notes of the total obligations of the lessee for rental payments during the remaining term of the lease in such Sale and Leaseback Transaction, including any period for which such lease has been extended or may, at the option of the lessor, be extended.

“Average Life” means, at any date of determination with respect to any Indebtedness, the quotient obtained by dividing (a) the sum of the products of (i) the number of years from such date of determination to the dates of each successive scheduled principal payment or redemption or similar payment of such Indebtedness and (ii) the amount of such principal payment by (b) the sum of all such principal payments.

“Board of Directors” means the board of directors elected or appointed by the stockholders of the Company or a Restricted Subsidiary, as the case may be, to manage the business of the Company or such Restricted Subsidiary, as the case may be, and any committee of such board duly authorised to take the action purported to be taken by such committee.

“Board Resolution” means any resolution of any Board of Directors taking an action which it is authorised to take and adopted at a meeting duly called and held at which a quorum of disinterested members (if so required) was present and acting throughout or adopted by written resolution executed by every member of such Board of Directors.

“Business Day” has the meaning given to it in Condition 5.2(a).

“Capitalised Lease” means, with respect to any Person, any lease of any property (whether real, personal or mixed) which, in conformity with PFRS, is required to be capitalised on the balance sheet of such Person. For the purpose of Condition 4.7, a Capitalised Lease will be deemed to be secured by a Lien on the property being leased.

“Capitalised Lease Obligations” means the capitalised amount of any rental obligations under a Capitalised Lease in accordance with PFRS, and the Stated Maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of penalty.

“Capital Stock” means, with respect to any Person, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents (however designated, whether voting or non-voting) in equity of such Person, whether outstanding on the Issue Date of the first Tranche of Notes or issued thereafter, including, without limitation, all Common Stock and Preferred Stock; provided, that Capital Stock shall not include any perpetual capital securities, subordinated capital securities or other similar instruments (or portions thereof) that are classified as equity under PFRS.

“Change of Control” means the occurrence of one or more of the following events:

(a) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and the Restricted Subsidiaries, taken as a whole, to any “person” (within the meaning of Section 13(d) and 14(d) of the Exchange Act) other than a Permitted Holder;

(b) the Company consolidates with, or merges with or into, any Person other than a Permitted Holder, or any Person (other than a Permitted Holder) consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Voting Stock of the Company outstanding immediately prior to such transaction is converted into or exchanged for (or continues as) Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance) and in substantially the same proportion as before the transaction;

(c) the Permitted Holders are the beneficial owners of less than 51.0% of the total voting power of the Voting Stock of the Company;

(d) individuals who on the Issue Date of the first Tranche of Notes constituted the Board of Directors of the Company (together with any new directors whose nomination or election by the Board of Directors of the Company was approved by either (i) a vote of at least 66.6% of the majority of the members of the Board of Directors of the Company then in office who were members of the Board of Directors of the Company on the Issue Date of the first Tranche of Notes or whose nomination or election was previously so approved or (ii) the Permitted Holders) cease for any reason to constitute a majority of the members of the Board of Directors then in office; or

(e) the adoption of a plan relating to the liquidation or dissolution of the Company.

“Comm odity Hedging Agreement” means any spot, forward or option commodity price protection agreements or other similar agreement or arrangement designed to protect against fluctuations in commodity prices.

“Comm on Stock” means, with respect to any Person, any and all shares, interests, rights to purchase, warrants, options or other participations in, and other equivalents (however designated and whether voting or non-voting) of such Person’s common stock or ordinary shares, whether or not outstanding at the date of the Trust Deed, and include, without limitation, all series and classes of such common stock or ordinary shares.

“Consolidated Debt” means at any time the aggregate amount of all obligations of the Company and its Subsidiaries for or in respect of Indebtedness but excluding any such obligations to the Company and/or any of its Subsidiaries (and so that no amount shall be included or excluded more than once).

“Consolidated EBITDA” means, for any period, Consolidated Net Income for such period plus, to the extent such amount was deducted in calculating such Consolidated Net Income:

(a) Consolidated Interest Expense;

(b) income taxes (other than income taxes attributable to extraordinary and non-recurring gains or sales of assets); and

(c) depreciation expense, amortisation expense and all other non-cash items reducing Consolidated Net Income (other than non-cash items in a period which reflect cash expenses paid or to be paid in another period), less all non-cash items increasing Consolidated Net Income,

all as determined on a consolidated basis for the Company and its Restricted Subsidiaries in conformity with PFRS. The provision for income taxes and the depreciation and amortisation expense and non-cash charges of a Restricted Subsidiary shall be added to Consolidated Net Income to compute Consolidated EBITDA only to the extent (and in the same proportion) that the net income or loss of such Restricted Subsidiary was included in calculating Consolidated Net Income and only if a corresponding amount would be permitted to be paid as a dividend to the Company at the date of determination and without any approvals.

“Consolidated Fixed Charges” means, for any period, the sum (without duplication) of (a) Consolidated Interest Expense for such period and (b) all cash and non-cash dividends accrued or accumulated during such period on any Disqualified Stock or Preferred Stock of

the Company or any Restricted Subsidiary held by Persons other than the Company or any Wholly-Owned Restricted Subsidiary provided that such dividends will be multiplied by a fraction of the numerator of which is one and the denominator of which is one minus the effective combined tax rate of the issues of such Preferred Stock for such period.

“Consolidated Interest Expense” means, for any period, the amount that would be included in gross interest expense on a consolidated income statement prepared in accordance with PFRS for such period of the Issuer and its Restricted Subsidiaries, plus, to the extent not included in such gross interest expense, and to the extent incurred or paid during such period by the Company and its Restricted Subsidiaries, without duplication, (a) interest expense attributable to Capitalised Lease Obligations, (b) amortisation of debt issuance costs and original issue discount expense and non-cash interest expense in respect of any Indebtedness, (c) the interest portion of any deferred payment obligation, (d) all commissions, discounts and other fees and charges with respect to letters of credit or similar instruments issued for financing purposes or in respect of any Indebtedness, (e) the net costs associated with Hedging Obligations (including the amortisation of fees), (f) interest accruing on Indebtedness of any other Person that is guaranteed by, or secured on the assets of, the Company or any Restricted Subsidiary (g) any capitalised interest, (h) interest Incurred in connection with investments in discontinued operations and (i) cash contributions to an employee stock ownership plan or similar trust, which are used to pay interest on Indebtedness Incurred by such plan or trust, provided that interest expense attributable to interest on any Indebtedness bearing a floating interest rate will be computed on a pro forma basis as if the rate in effect on the date of determination had been the applicable rate for the entire relevant period.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate net income (or loss) of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in conformity with PFRS; provided that the following items shall be excluded in computing Consolidated Net Income (without duplication):

(a) the net income of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting except to the extent of the amount of dividends or similar distributions actually paid in cash to the Company or a Restricted Subsidiary of the Company during such period (subject to the limitation in clause (c) below in the case of distributions paid to a Restricted Subsidiary); provided that the Company’s equity in a net loss of such person shall be included, to the extent funded by the Company or a Restricted Subsidiary;

(b) the net income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary or is merged into or consolidated with the Company or any Restricted Subsidiary or all or substantially all of the property and assets of such Person are acquired by the Company or any Restricted Subsidiary provided that such transaction was accounted for in a manner similar to the pooling of interests;

(c) the net income of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of such net income is not at the time permitted by the operation of the terms of its charter, articles of association or other similar constitutive documents, or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Restricted Subsidiary; provided that the Company’s equity in a net loss of such person shall be included;

(d) the cumulative effect of a change in accounting principles;

(e) any net after-tax gains realised on the sale or other disposition of (A) any property or assets of the Company or any Restricted Subsidiary which is not sold in the ordinary course of its business or (B) any Capital Stock of any Person (including any gains by the Company realised on sales of Capital Stock of the Company or any Restricted Subsidiary);

(f) any non-cash unrealised gains and losses due solely to fluctuations in currency values and related tax effects; and

(g) any net after-tax extraordinary or non-recurring gains.

“Consolidated Net Worth” means, at any date of determination, stockholders’ equity as set forth on the most recently available quarterly or annual consolidated financial statements (available pursuant to Condition 4.16) of the Company prepared in accordance with PFRS (which the Company shall use its reasonable best efforts to compile in a timely manner), plus, to the extent not included, the par or stated value of any Preferred Stock of the Company, less any amounts attributable to Disqualified Stock or any equity security convertible into or exchangeable for Indebtedness, any accumulated deficit, the cost of treasury stock and the principal amount of any promissory notes receivable from the sale of the Capital Stock of the Company or any Restricted Subsidiary, each item to be determined in conformity with PFRS.

“Contractor Guarantees” means guarantees by the Company or any Restricted Subsidiary of Indebtedness of any contractor, builder or other similar Person engaged by the Company or such Restricted Subsidiary in connection with the development, construction or improvement of real or personal property or equipment to be used in a Permitted Business by the Company or any Restricted Subsidiary in the ordinary course of business, which Indebtedness was Incurred by such contractor, builder or other similar Person to finance the cost of such development, construction or improvement.

“Currency Agreement” means any foreign exchange forward contract, currency swap agreement or other similar agreement or arrangement designed to protect against fluctuations in foreign exchange rates.

“Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.

“Deposit Secured Indebtedness” means the Peso denominated Indebtedness of the Company or any Restricted Subsidiary that is secured by the cash proceeds, or Temporary Cash Investments made with the cash proceeds, of a non-Peso denominated debt capital raising exercise received by the Company or the relevant Restricted Subsidiary and deposited in one or more bank, securities, money market or similar accounts of the Company or the relevant Restricted Subsidiary; provided, however, that the Dollar Equivalent (as at the date of the Incurrence of such Deposit Secured Indebtedness) of the principal amount of such Deposit Secured Indebtedness shall not exceed the lower of (i) the total amount of the cash proceeds of the relevant non-Peso debt capital raising exercise (or, if applicable, the Dollar Equivalent thereof as at the date of the Incurrence of such Deposit Secured Indebtedness) and (ii) the aggregate amount of the cash or Temporary Cash Investments deposited in the accounts that secure such Deposit Secured Indebtedness (or, if applicable, the Dollar Equivalent thereof as at the date of the Incurrence of Such Deposit