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CONDITIONAL NOTICE OF REDEMPTION
To the Holders of Viridian Group FundCo II Limited
7½% Senior Secured Notes due 2020
Common Code: 117990010(Reg. S) 117990354(144A)
ISIN: XS1179900102 (Reg. S) XS1179903544 (144A)

NOTICE IS HEREBY GIVEN that, pursuant to Paragraph 5(e) of the 7½% Senior Secured Notes due 2020 (the “Notes”) issued by Viridian Group FundCo II Limited (the “Issuer”) and Section 3.07(e) of the indenture (the “Indenture”), dated as of February 13, 2015, by and among, inter alios, the Issuer, the guarantors named therein, The Bank of New York Mellon, as Trustee, Paying Agent, Security Agent and Transfer Agent (the “Trustee” or the “Paying Agent,” as applicable), The Bank of New York Mellon SA/NV, Luxembourg Branch, formerly known as The Bank of New York Mellon, (Luxembourg) S.A., as Registrar, governing the Notes, the Issuer has elected to redeem the entire aggregate principal amount of the Notes outstanding as of the date hereof, being €540,000,000 (the “Redeemable Notes”).

Subject to the Condition (as defined below), the Redeemable Notes will be redeemed on 25 September, 2017 (the “Redemption Date”).

The redemption price payable for the Redeemable Notes is 103.75% of the €540,000,000 in aggregate principal amount of such Redeemable Notes (€560,250,000), plus accrued and unpaid interest to (but not including) the Redemption Date of €2,700,000 (together, the “Redemption Amount”), for an aggregate total Redemption Amount of €562,950,000.

The record date, on which any holder must hold any Redeemable Note to be entitled to the Notes Redemption Price is 22 September, 2017 (the “Record Date”).

Subject to the Condition (as defined below), the entire aggregate principal amount of the Notes (represented by global notes) will be redeemed on the Redemption Date. Immediately after the Redemption Date, none of the Notes will remain outstanding.

The Issuer’s obligation to pay the Redemption Amount shall be conditioned upon receipt by the Issuer on or prior to the Redemption Date of funds in an aggregate amount sufficient to redeem the Notes (the “Condition”); accordingly, none of the Notes will be deemed due and payable on the redemption date unless and until the Condition has been satisfied or waived by the Issuer. If the Condition is not waived or satisfied, any Notes previously surrendered to any Paying Agent shall be returned to the Holders thereof.

No representation is made as to the correctness or accuracy of the Common Code and ISIN numbers, either as printed on the Notes or as contained in this Notice of Redemption.

Payment of the Redemption Price with respect to any Redeemable Note will be made only upon presentation and surrender thereof to the Principal Paying Agent at the address set forth below.
The Bank of New York Mellon
One Canada Square
London E14 5AL
United Kingdom
Attention: Trust Administration
 
On the Redemption Date, and subject to the satisfaction or waiver of the Condition, the Redemption Amount will become due and payable in respect of the Redeemable Notes. Unless the Issuer defaults in paying the Redemption Amount, interest on the Redeemable Notes will cease to accrue on and after the Redemption Date.
           

Any questions regarding this notice of redemption should be directed to the Issuer at:
Viridian Group FundCo II Limited
PO Box 309
Ugland House
Grand Cayman, KY1-1104 Cayman Islands


Attn: Alwyn Whitford
Telephone: +44-289-038-3765
By: Viridian Group FundCo II Limited
Dated:  14 September, 2017
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