Facilities Agreement

Facilities Agreement

Two Degrees Mobile Limited and Two Degrees New Zealand Limited

Original Borrowers

and

Lenders

and

Facility Agent

and

Security Trustee

and

Mandated Lead Arrangers

Two Degrees Mobile Limited (company number 1117222) and Two Degrees New Zealand Limited (formerly Snap Limited) (company number 1607458) (Original Borrowers)

The financial institutions listed in schedule 2 (Lenders)

Bank of New Zealand (company number 428849) (Facility Agent)

Bank of New Zealand (company number 428849) (Security Trustee)

Bank of New Zealand (company number 428849) and ING Bank N.V., Singapore Branch (Mandated Lead Arrangers)

Jn this agreement, unless the context otherwise requires:

Accession Deed means a deed substantially in the form set out in schedule 9.

Accounting Standards means generally accepted accounting practice as defined in section 3 of the Financial Reporting ▇▇▇ ▇▇▇▇, including any International Financial Reporting Standards required to be applied in New Zealand.

Acquisition/Disposal Threshold Amount means, at any time, the lower of: (a)

                            NZ$5,000,000; and

7.5% of EBITDA for the most recent Financial Year.

EBITDA for that 12 month period; plus

Debt on that date;

Adjusted EBITDA for the 12 month period endingon that date.

the principal amount under each overdraft facility and on-demand short term loan facility (net of any credit balances on any account of a Borrower of an Ancillary Facility with the relevant Facility C Lender making available that Ancillary Facility to the extent that such credit balance is freely available to be set-off by that Facility C Lender against liabilities owed to it by that Borrower under that Ancillary Facility);

the face amount of each guarantee, bond and letter of credit under that Ancillary Facility (as reduced by a payment or repayment to the relevant Facility C Lender of the whole or the relevant portion of the face amount of the guarantee, bond or letter of credit or reduced by the relevant Borrower providing cash cover to that Facility C Lender for that guarantee, bond or letter of credit); and

the amount fairly representing the aggregate exposure (excluding interest and similar charges) of the relevant Facility C Lender under each other type of accommodation provided under that Ancillary Facility,

in relation to Facility A, the period commencing on (and including) Financial Close and ending on (and including) the date that is 5 Business Days after the date of Financial Close; and

in relation to Facility Band Facility C (and each Ancillary Facility), the period commencing on (and including) Financial Close and ending on the Business Day prior to the Final Repayment Date.

the agreements on capital requirements, a leverage ratio and liquidity standards contained in "The Basel Committee's response to the financial crisis: report to the G20", Basel Ill: A global regulatory framework for more resilient banks and banking

systems:, "Basel Ill: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement - Rules text' published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

any further guidance or standards published by the Basel Committee on Banking Supervision relating to "Basel Ill".

the Screen Rate;

if no Screen Rate is available for that specified period, the Interpolated Screen Rate for that period; or

if there is no Screen Rate and it is not possible to calculate an Interpolated Screen Rate for that specified period, then the average of the rates quoted by three Reference Banks as being their respective buy rates for such bank-accepted Bills at or about that time on that date,

the interest {excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in an Advance to the last day of the current Interest Period in respect of that Advance, had the principal amount received been paid on the last day of that Interest Period;

the amount which that Lender would be able to obtain by placing an amount equal to the principal amount received by it on deposit with a leading bank in the relevant interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

certificates of deposit issued by a bank or financial institution which has a rating of BBB- or higher by Standard & Poor's Rating Services or Fitch Ratings Ltd or Baa3 by ▇▇▇▇▇'▇ Investor Services Limited;

any investment in marketable debt obligations issued or guaranteed by a governmental agency or by an instrumentality or agency of any of them having an equivalent credit rating, not convertible or exchangeable to any other security;

commercial paper not convertible or exchangeable to any other security:

for which a recognised trading market exists; and

which has a credit rating of either A-3 or higher by Standard & Poor's Rating Services or F3 or higher by Fitch Ratings ltd or P-3 or higher by ▇▇▇▇▇'▇ Investor Services Limited, or, if no rating is available in respect of the commercial paper, the borrower of which has, in respect of its long-term unsecured debt obligations, an equivalent rating;

any investment in money market funds which (i) have a credit rating of either A-3 or higher by Standard & Poor's Rating Services or F3 or higher by Fitch Ratings Ltd or P- 3 or higher by ▇▇▇▇▇'▇ Investor Services Limited, (ii) invest substantially all of their assets in securities of the types described in paragraphs (a) to (c) above and can be turned into Cash on not more than 90 days' notice; and

any other debt security with comparable credit metrics and characteristics (as reasonably determined by the Facility Agent),

purchases by way of assignment or transfer;

enters into any sub-participation in respect of; or

enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of,

Net Interest Expense of the Guaranteeing Group for that period;

all scheduled repayments of indebtedness for borrowed money of the Guaranteeing Group during that period other than any scheduled repayments of indebtedness for borrowed money under or in connection with the Subordinated Liabilities (which also excludes, for the avoidance of doubt, any amount (gross or net) payable (and any amount (gross or net) receivable) under the Trilogy Hedge Agreement); and

the principal component of payments in cash by the Guaranteeing Group under finance leases and similar arrangements .

any dividend, charge, interest, fee, payment or other distribution (whether cash or assets) or redemption, repurchase, defeasance, retirement or repayment on or in respect of any share capital of any Obligor;

a distribution as defined in section 2 of the Companies ▇▇▇ ▇▇▇▇; or

any other payment or distribution to a Shareholder of the Company or any Related Body Corporate of such Shareholder (including, for the avoidance of doubt, any payment under or in connection with the Trilogy Hedge Agreement, Trilogy Note Deed and/or the Trilogy Loan Agreement).

Florican Tek Services Pty Limited (being a company incorporated in India), provided that the relevant company's:

beneficial assets on that date; and

revenue in the 12 month period preceding that date,

does not exceed NZ$100,000; and

any other Subsidiary of which:

the beneficial assets on that date; and

the revenue in the 12 month period preceding that date,

Total Interest Expense, Interest Income and interest and other recurring financing costs in respect of indebtedness for borrowed money incurred (on an accruals basis) by a member of the Guaranteeing Group which has accrued and/or capitalised during that period and interest accrued and/or capitalised in relation to Subordinated Liabilities for that period;

corporate taxes and other taxes on income or gains of the Guaranteeing Group;

depreciation, amortisation and impairments of long term assets of the Guaranteeing Group;

any loss or profit against book value on the disposal of any asset (not being disposals made in the ordinary course of business) during that period and any loss or profit on any revaluation of any asset during that period, in each case by a member of the Guaranteeing Group;

exceptional, one-off, non-recurring or extraordinary items ("extraordinary items") (to the extent included) provided that, where the aggregate amount of such extraordinary items included in the calculation of EBITDA included in any Compliance Certificate exceeds NZ$1,000,000, the relevant Compliance Certificate is accompanied by a written opinion from the Company's auditor addressed to the Facility Agent (provided further that an auditor's opinion need only be provided once for each such extraordinary item);

any net profit (or loss) of any member of the Guaranteeing Group which is not wholly owned by the Company but which has been included in the net profit of the Guaranteeing Group (but adding, for all other investments (including non-wholly owned Subsidiaries), cash distributions (including dividends paid in cash, cash interest and/or principal proceeds received from existing or new shareholder loans or convertible notes) sourced from excess operating cash flow of the business or other internally generated cash flow of that investment received by a member of the Guaranteeing Group for that period;

share based payment expenditure or accruals;

unrealised losses and gains under derivative transactions and other financial instruments; and

any one-off, non-recurring fees, costs or expenses:

payable under or in connection with the Arrangement Fee Letter, the Arrangement and Underwriting Fee Letter (as defined in the Existing Facility Agreement) or the Facility D Establishment Fee Letter (as defined in the Existing Facility Agreement);

(including legal fees) reasonably incurred in the Financial Year ended 31 December 2015 under or in connection with the Finance Documents;

reasonably incurred in connection with:

in relation to Facility A, the Facility A Amount;

in relation to Facility B, the Facility B Amount; and

in relation to Facility C, the Facility C Amount.

sections 1471 to 1474 of the Code or any associated regulations or other official guidance;

any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the United States of America and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; or

any agreement pursuant to the implementation of paragraphs (a) or (b) above with the US Internal Revenue Service, the government of the United States of America or any governmental or taxation authority in any other jurisdiction.

in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the United States of America), 1 January 2014;

in relation to a "withholdable payment" described in section 1473(1)(A)(ii) of the Code (which relates to "gross proceeds" from the disposition of property of a type that can produce interest from sources within the United States of America), 1 January 2017; or

in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1 January 2017,

the Arrangement Fee Letter; and

the Security Trustee and Agency Fee Letter,

this agreement;

the Security Documents;

any Hedge Agreements;

any Transactional Bank Facility Documents;

the Fee Letters;

the Mandate Letter;

any Ancillary Document;

any Accession Deed; and

any Resignation Deed,

minus the amount of all Net Capital Expenditure paid by a member of the Guaranteeing Group in cash during that period;

minus all corporate taxes and other taxes on income or gains of the Guaranteeing Group paid by a member of the Guaranteeing Group in cash during that period;

minus any increase (and plus any decrease) in Net Working Capital for that period.

minus Debt Service for that period;

minus all voluntary prepayments under clause9.1 (provided that there is a contemporaneous and equal reduction in the relevant Facility Amounts) during that period;

minus all mandatory prepaymeents under clause 9.3 during that period;

minus the amount of any such proceeds that are permitted under clause 9.3(b)(i) to be applied for another purpose and is so applied within any required

time period or where the time period has not expired as at the end of that period; and

plus the amount of any such proceeds received in a previous period that were permitted under clause 9.3(b)(ii) to be applied for another purpose within a required time period that extended into the current period and it was not applied within the required time period;

to the extent included in EBITDA (and without double counting), plus or minus, as the case may be, the loss or profit against book value arising in favour of a member of the Guaranteeing Group during that period on the disposal of any asset;

plus or minus, as the case may be, the amount of any cash gain received or cash cost incurred by a member of the Guaranteeing Group in respect of any items referred to in paragraph (e) of the definition of EBITDA (to the extent included) of the Guaranteeing Group in respect of that period;

after eliminating any non-cash items included in EBITDA for that period and to the extent not dealt with in the preceding paragraphs; and

after adding back any other items as may be agreed by the Facility Agent in writing acting reasonably (and, without limitation, in forming a view that a particular item is reasonable the Facility Agent may require a written opinion from the Company's auditor addressed to the Facility Agent),

if all Subsidiaries of the Company are wholly-owned Subsidiaries and all such wholly owned Subsidiaries are either:

Guarantors; or

Dormant Subsidiaries,

in each case, at that time, the Group; and

otherwise, the Company and each Guarantor at that time.

Handset Provider means any one or more of or any other seller of mobile handset and/or other equipment, which is, or is to be, used in connection with any Obliger's business.

Hedge Agreement means each hedging agreement and schedule entered into or to be entered into between an Obligor and a Hedging Bank and each confirmation issued pursuant to it.

Hedging Banks has the meaning given to it in the Security Trust and Subordination Deed.

of 3 months or less, the last day of that Interest Period; and

greater than 3 months, the date 3 months from the commencement date of that Interest Period, each date 3 months thereafter and on the last day of that Interest Period.

the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than that specified period; and

the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds that specified period,

at any time, the banks and financial institutions listed as lenders in schedule 2 (as amended or deemed amended in accordance with this agreement) at that time; and

where used with reference to a Facility or an Advance (including, without limitation, in respect of payments made by a Borrower in relation thereto), means the banks and financial institutions listed as lenders in schedule 2 (as amended or deemed amended in accordance with this agreement) in relation to that Facility, or the Facility to which that Advance relates at that time,

Debt on that ▇▇▇▇;

EBITDA for the 12month period ending on that date.

for each date during the period from Financial Close until the later of:

the date immediately prior to the date falling 3 months after Financial Close; and

the date on which the Compliance Certificate is delivered in respect of the 30 September 2015 Test Date,

on any date thereafter in respect of each Facility, the Line Fee Percentage determined by reference to the table below based on the relevant Adjusted Leverage Ratio as confirmed in the most recent Compliance Certificate received by the Facility Agent under clause12.1(a)(v),

at any time that there are three or fewer Lenders, all of those Lenders; and

at any other time, a group of Lenders the aggregate of whose Commitments represent more than sixty six and two thirds percent (66 ²¹³%) of the Total Commitments at that time (or, if the Total Commitments have been reduced to zero, a group of Lenders the aggregate of whose Commitments represent more than sixty six and two thirds percent (66 ^2/3 %) of the Total Commitments immediately prior to that reduction).

in respect of an Advance and a Facility and for each Interest Period commencing during the period from Financial Close until the date falling on the later of:

the date immediately prior to the date falling 3 months after Financial Close; and

the date on which the Compliance Certificate is delivered in respect of the 30 September 2015 Test Date,

in respect of an Advance and a Facility and for each Interest Period thereafter, the margin determined by reference to the table below based on the relevant Adjusted Leverage Ratio on the first day of the relevant Interest Period as confirmed in the most recent Compliance Certificate received by the Facility Agent under clause12.1(a)(v),

Capital Expenditure in respect of that period which is funded from:

New Equity;

Free Cash Flow from past periods;

the net proceeds of insurance claims, professional adviser claims or the disposal of capital assets; or

Advances under Facility B (of this agreement) or advances made under Facility A, Facility C or Facility D of the Existing Facilities Agreement; and

any Capital Expenditure of the Company in relation to the 700 MHz Spectrum in respect of that period arising as a result of the Nomination and Use Arrangements, provided that such Capital Expenditure occurs only as a result of Accounting Standards' treatment of the Nomination and Use Arrangements as a finance lease and provided further that the amount of such Capital Expenditure is limited to that which the Company has not paid and in respect of which there is no legal liability of the Company to pay anyone other than as a Subordinated Liability.

accounts receivable (less any provision for doubtful debts);

inventory;

sundry debtors and prepayments; and

other current assets (other than cash),

(b)

the proceeds of any financial indebtedness and/or financial accommodation made available by a Shareholder of the Company in the form of Shareholder Debt,

the nomination ▇▇▇▇▇▇ date d 24 October 2013 between the Company, the Crown and TIRS, pursuant to which the Company nominated TIRS as the person to assume all of the Company's rights and obligations in relation to the auction of the 700 MHz Spectrum; and

the use agreement between the Company and TIRS, pursuant to which TIRS grants the Company an exclusive right to use the 700 MHz Spectrum for a period; and

the Put/Call Agreement.

in relation to an amount of NZ Dollars, that amount; and

in relation to an amount in any other currency (Foreign Currency), the amount of NZ Dollars determined by the Company in accordance with applicable Accounting Standards as at the relevant time or over the relevant period.

an acquisition in the ordinary course of ordinary business of the relevant Obligor (provided that the acquisition of a business (whether assets or shares) is not an acquisition in the 'ordinary course of ordinary business' for the purpose of this paragraph);

an acquisition in the ordinary course of business of the relevant Obligor as a result of Capital Expenditure provided such Capital Expenditure does not give rise to a breach of clause 12.3(c);

an acquisition of Spectrum Management Rights and Licences as a result of Capital Expenditure provided such Capital Expenditure does not give rise to a breach of clause 12.3(c) or is funded by New Equity;

an acquisition of a Permitted Joint Venture;

an acquisition of Cash or Cash Equivalents;

an acquisition or redemption of shares in the Company when permitted under paragraph (d) or (e) of the definition of Permitted Distribution;

an acquisition from another Obliger;

an acquisition approved by the Facility Agent in writing (acting on the instructions of the Majority Lenders, acting reasonably); and

any other acquisitions which are not in the ordinary course of ordinary business where the total consideration paid for such acquisitions by all Obligors do not in any Financial Year exceed, in aggregate, the Acquisition/Disposal Threshold Amount.

a disposal in the ordinary course of ordinary business of the relevant Obligor on arm's length terms (provided that, except as provided for in paragraph (h) below) a disposal of receivables in order to generate liquidity and/or the disposal of a business is not a disposal in the 'ordinary course of ordinary business' for the purpose of this paragraph);

a disposal by one Obliger to another Obligor;

a disposal by an Obligor on fair value, arm's length terms of assets in exchange for comparable assets but not where that asset consists of shares or comprises all or substantially all of the assets of the Obliger;

any expenditure of cash in payment for assets and services acquired in the ordinary course of business;

a disposal of cash except where expressly prohibited under the Finance Documents;

a disposal on arm's length terms of obsolete or surplus assets which are not required for the efficient operation of the business of the Group;

a disposal approved by the Facility Agent in writing (acting on the instructions of the Majority Lenders, acting reasonably); and

any other disposals on arm's length terms where the total consideration received for such disposals by all Obligors do not in any Financial Year exceed in aggregate, the Acquisition/Disposal Threshold Amount.

a Scheduled Trilogy Payment to Trilogy (or, if directed by Trilogy, to a third party (including, for the avoidance of doubt, ▇▇▇▇▇ Fargo N.A.)) under the Trilogy Hedge Agreement where that payment is permitted by clause 5.2(a) of the Security Trust and Subordination Deed (including on a catch-up basis under clause 4.3 of the Security Trust and Subordination Deed) and an Agreed Permitted Trilogy Close-out Payment to Trilogy (or, if directed by Trilogy, to a third party (including, for the avoidance of doubt, ▇▇▇▇▇ Fargo NA);

any Distribution consisting only of the issuance of shares (other than redeemable shares except where redemption is solely at an Obligor's option and provided that this paragraph shall not otherwise limit the ability of an Obligor to issue shares);

a Distribution of Free Cash Flow where:

immediately after that Distribution, the Leverage Ratio is less than 2.00 times and, immediately prior that Distribution, a director of the Company provides the Facility Agent with a certificate to this effect (together with reasonable details of the calculation of the Leverage Ratio); and

no Event of Default or Potential Event of Default is continuing or would result from such Distribution;

where that Distribution is made to a Member:

by way of redemption or acquisition of shares in the Company by the Company where required (by way of a mandatory obligation) under the terms of the relevant Material Share Plan to make that redemption or acquisition; or

in respect of the liability under paragraph (c) of the definition of "Material Share Plan", provided that Distribution is made by way of a payment in lieu which in aggregate does not exceed the amount described in that paragraph,

and in either case provided:

no such Distribution is made from the proceeds of an Advance under this Agreement; and

no Event of Default or Potential Event of Default is continuing or would result from such Distribution;

any other Distributions of not more thanNZ$500,000 in aggregate in any Financial Year provided:

no Event of Default or Potential Event of Default is continuing or would result from such Distribution; and

immediately after such Distribution, the Company has a minimum in Cash and Cash Equivalent Investment after the utilisation of all Facilities in full of NZ$2,000,000 (including the amount of any Advance under Facility C).

any financial support pursuant to, or expressly permitted under, the Finance Documents (including the Transactional Bank Facility Documents);

any financial support provided by one Obligor to another Obliger,

Information relating to arrangements with a contractual counterparty redacted

(c)

any financial support to a Handset Provider arising howsoever under or in connection with arrangements with that Handset Provider relating to the financing of mobile handsets and/or SIM card acquisitions by persons other than the Company, provided that all such financial support to all such Handset Providers al any time does not exceed in aggregate, -

any financial support given by way of a guarantee given in the ordinary course of business of the relevant Obliger provided that such guarantee does not relate to:

indebtedness for borrowed money; or

the obligations of a person other than another Obliger or the directors and/or employees of an Obliger;

any financial support provided to a Permitted Joint Venture (provided that such financial support does not cause that joint venture to cease to be a Permitted Joint Venture);

any other financial support approved by the Facility Agent in writing (acting on the instructions of the Majority Lenders acting reasonably); and

any other financial support where such financial support does not in any Financial Year exceed in aggregate, the Threshold Amount;

any indebtedness pursuant to, or expressly permitted under, the Finance Documents (including the Transactional Bank Facility Documents);

any indebtedness owed by one Obliger to another Obligor;

any indebtedness secured by any of the Permitted Security Interests referred to in paragraphs (d), (e), (f), {g), (h), (i) and 0) of that definition;

any indebtedness under trade accounts and accrued expenses arising in the ordinary course of ordinary business of the relevant Obligor, including:

reasonable out of pocket expenses (including travel and legal expenses) paid for directly, or liable to be reimbursed, by an Obliger; and

any indebtedness to any Handset Provider arising under or in connection with arrangements with those Handset Providers relating to the financing of mobile handsets and/or SIM card acquisitions by the Company or its Related Bodies Corporate, provided that all such indebtedness to all such Handset Providers arises under trade accounts in the ordinary course of business;

any indebtedness under the Share Plans. the payment of which is (or would be, but for the proviso in the relevant paragraph) permitted under paragraph (d) or (e) of the definition of Permitted Distribution;

any indebtedness which constitutes Subordinated Liabilities (including for the avoidance of doubt the Trilogy Hedge Agreement, the Trilogy Note Deed and the Trilogy Loan Agreement) if effectively subordinated under the terms of the Security Trust and Subordination Deed;

any indebtedness of the Company under the Nomination and Use Arrangements which either constitutes Subordinated Liabilities or is considered to be indebtedness to the Crown in accordance with Accounting Standards but in respect of which there is no legal liability of the Company to the Crown;

any other indebtedness approved by the Facility Agent in writing (acting on the instructions of the Majority Lenders, acting reasonably); and

any other indebtedness where such indebtedness does not in any Financial Year exceed in aggregate, the Threshold Amount.

any other joint venture approved by the Facility Agent in writing following receipt by the Facility Agent of such information from the Obligors in respect of the proposed joint venture as the Facility Agent and/or a Lender may require. In giving its consent under this paragraph the Facility Agent and each Lender shall act reasonably.

the security created pursuant to the Security Documents;

any security existing at the date of this agreement which has been consented to by the Facility Agent in writing prior to the date of this agreement;

any right of netting of indebtedness, combination or consolidation of accounts, or similar provision, contained in any derivative contract entered into in the ordinary course of the relevant Group Member's business or in a Hedge Agreement, or in any other document entered into in the ordinary course of its business between that Group Member and its bankers as part of usual banking arrangements;

any security that is created or provided for by:

a lease for a term of more than one year (as defined in the PPSA) in respect of which a Group Member is the lessee;

a commercial consignment (as defined in the PPSA) in respect of which a Group Member is consignee; or

a transfer or purchase of an account receivable or chattel paper (in each case as defined in the PPSA) on usual commercial arm's length terms in respect of which a Group Member is transferor or vendor,

any security in respect of personal property which is a purchase money security interest {as defined in the PPSA) in favour of a seller securing all or part of the purchase price for personal property which i s acquired by a Group

any other security affecting any asset acquired by a Group Member, or the asset of any person who becomes a Group Member after the date of this agreement, provided that such security is discharged within 180 days of the acquisition of that asset or that person and was not granted in contemplation of that acquisition;

security comprising cash bonds or deposits to secure performance of contracts entered into in the ordinary course of ordinary business of the relevant Obliger, where the value of the assets the subject of that security does not at any time exceed, in aggregate NZ$1,000,000 (including for the avoidance of doubt the cash bonds entered into with Westpac New Zealand Limited);

security over insurance policies and the proceeds of insurance policies where the security taken secures the repayment of amounts payable by an Obliger under one or more of those policies and which do not at any time exceed in aggregate NZ$750,000;

security granted by an Obliger in favour of another Obligor;

a lien which arises by operation of law in the ordinary course of trading;

any security over Land which does not secure the payment or repayment of borrowed money;

any security over the 700 MHz Spectrum registered in the name of TIRS where, and only where, such security is deemed to have been granted by the Company as a

any security approved with the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders, acting reasonably); and

any other security, not mentioned above, where the value of the assets the subject of that security does not at any time exceed in aggregate, the Threshold Amount.

in relation to Facility A, the aggregate amount of all outstanding Advances under Facility A at that time;

in relation to Facility B, the aggregate amount of all outstanding Advances under Facility Bat that time; and

in relation to Facility C, the aggregate amount of all outstanding Advances under that Facility and the principal amount of all Ancillary Outstandings at that time.

(b)

any other share or option plan (other than a Material Share Plan) relating to shares or options in an Obligor and documented by way of a trust deed entered into by that Obligor and a Member.

the spectrum management rights and spectrum licenses (and their equivalents) that are the operating equivalent of what the Company holds as at Financial Close; and

any other spectrum management rights and spectrum licenses (and their equivalents) that are necessary or desirable for a person (being a mobile telecommunications network operator and services provider that is operating to the standard at least consistent with the operation of the Company's network at the time) to operate as a mobile telecommunications network operator and services provider.

a subsidiary, within the meaning of section 5 of the Companies Act, of that person; or

any other person whose financial statements are required to be consolidated with the financial statements of that person in accordance with the Accounting Standards, (other than, in relation to the Company, TIRS and TISP for so long as the financial statements of those entities are required to be so consolidated because of the Nomination and Use Arrangements (for the avoidance of doubt, this exclusion does not affect any other clause of this Agreement that may apply to those entities (including but not limited to clause 12.2(g)).

NZ$10,000,000; and

10% of EBITDA for the most recent Financial Year.

EBITDA for the 12 month period ending on that date;

Total Interest Expense for the 12 month period ending on that date.

the interest expense portion of finance lease obligations or similar asset financing;

all recurring or regular fees and charges with respect to borrowed money including all line, facility, guarantee, indemnity, letter of credit or similar fees; and

the net amount of any difference payments in the nature of, or referable to, interest accrued by or to a member of the Guaranteeing Group under any derivative transactions during the relevant period,

any interest and other recurring financing costs in respect of indebtedness for borrowed money incurred (or an accruals basis) by a member of the Guaranteeing Group which has accrued and/or capitalised but which is not payable in cash during that period; and

interest or any other payment obligation in the nature of, or referable to, interest (including any difference payment obligations under any derivative transaction) accrued in relation to Subordinated Liabilities for that period (except to the extent such interest, or any other payment obligation in the nature of, or referable to, interest, accrued is in respect of a Scheduled Trilogy Payment).

Interpretation

In this agreement, unless the context requires otherwise:

the assets of any person shall be construed as a reference to the whole or any part of its present and future undertaking, property, assets and revenues, including uncalled capital and called but unpaid capital.

authorisation means:

any authorisation, consent, registration, filing, agreement, notarisation, certificate, permission, licence, permit, approval, authority or exemption; or

in relation to anything which will be proscribed or restricted in whole or part by law if a governmental agency intervenes or acts in any way within a specified period after lodgement, filing, registration or notification, the expiry of that period without such intervention or action,

the business, assets or financial or trading condition of the Borrowers or of the Obligors taken as a whole; or

the ability of the Borrowers or of the Obligors as a whole to perform and comply with their obligations under a Finance Document; or

the rights of the Finance Parties under a Finance Document; or

the validity, enforceability or priority of a Finance Document,

any mortgage, charge, encumbrance, lien, pledge, finance lease, sale (or lease) and lease-back, sale and repurchase, assignment by way of security, title retention arrangement or similar interest imposed by statute, or other arrangement of any nature having similar economic effect to any of the foregoing; and

any present or future right or interest in personal property that is a security interest for the purposes of the PPSA.

tax includes any present or future tax, levy, impost, duty, charge, fee, deduction or withholding of any nature and whatever called (including any interest, penalties, fines and charges in respect of taxes) imposed, levied, collected, withheld or assessed by any governmental agency, on whomsoever imposed, levied, collected, withheld or assessed together with any interest, penalty, charge, fee or other amount imposed or made on, or in relation to, any of the foregoing, and taxation shall be construed accordingly.

tax on overall net income of a person shall be construed as a reference to tax imposed by the jurisdiction in which its principal office (or in the case of a Lender, its Lending Branch) is located on all or part of the net income, profits or gains of that person (whether worldwide, or only insofar as such net income, profits or gains are considered to arise in or relate to a particular jurisdiction, or otherwise).

In determining whether the Facility Agent and/or a Lender has acted reasonably and/or has not acted unreasonably when giving its consent or instruction such determination shall be made from the perspective of what would be unreasonable/reasonable (as applicable) in the opinion of a person in the Facility Agent's and/or Lender's position taking into account the commercial interests of the Lenders only and shall not, for the avoidance of doubt, be determined from the perspective of what would be unreasonable/reasonable (as applicable) in the opinion of a person in any other position (including, but not limited to the opinion of an Obliger) nor require the Facility Agent and/or Lender to balance the commercial interests of any such other person.

written and in writing include all means of reproducing words in a tangible and permanently visible form.

Miscellaneous

The introduction to and headings in this agreement are inserted for convenience only and shall be ignored in construing this agreement.

Unless the context otherwise requires, words denoting the singular number only include the plural and vice versa and words denoting any gender include all genders.

References to any legislation or to any provision of any legislation shall be deemed to be references to that legislation or provision as from time to time amended, re-enacted or substituted and, unless otherwise stated, to New Zealand legislation, and, unless the context otherwise requires, shall also include any statutory instruments issued under any such legislation or provision.

References to any document (however described) shall include references to that document as modified, novated, supplemented, varied or replaced from time to time.

References to any party to this agreement or any other document shall include its successors, permitted assigns and transferees.

References to a time of day shall be references to New Zealand time unless otherwise stated.

Anything which may be done at any time may also be done from time to time.

Joint and several

The Borrowers acknowledge and agree that their obligations under this agreement are joint and several.

Capacity of Security Trustee

Clause 1.6 of the Security Trust and Subordination Deed applies to this agreement as if set out in full.

Contracts (Privity) ▇▇▇ ▇▇▇▇

For the purposes of the Contracts (Privity) ▇▇▇ ▇▇▇▇, each Guarantor (as Guarantor and Obliger) acknowledges and declares that its obligations under this agreement constitute promises which are intended to confer benefits enforceable by each Hedging Bank and each Transactional Bank from time to time (provided that no Hedging Bank or Transactional Bank is required to consent to any amendment to this agreement other than the terms of clauses 16, 21, 23.2, 24 or 25).

Facility A

Grant of Facility A: The Facility A Lenders agree to make Facility A available to the Company in NZ$ upon the terms and subject to the conditions contained in this agreement.

Maximum Amount: The aggregate amount of all outstanding Advances under Facility A may not at any time exceed the Facility A Amount.

Purpose: The Company will use the proceeds of each Advance under Facility A to refinance existing indebtedness under the Existing Facility Agreement.

Facility B

Grant of Facility B: The Facility B Lenders agree to make Facility B available to the Borrowers in NZ$ upon the terms and subject to the conditions contained in this agreement.

Maximum Amount: The aggregate amount of all outstanding Advances under Facility B may not at any time exceed the Facility B Amount.

Purpose: Each Borrower shall apply the proceeds of each Advance under Facility B to:

Facility C

Grant of Facility C: The Facility C Lenders agree to make Facility C available to the Borrowers in NZ$ upon the terms and subject to the conditions contained in this agreement.

Maximum Amount: The aggregate amount of:

all outstanding Advances under Facility C;

the Ancillary Outstandings

may not at any time exceed the Facility C Amount.

Purpose: Each Borrower shall apply the proceeds of each Advance under Facility C to finance working capital of the Group (for the avoidance of doubt, financing a payment which is permitted under paragraphs (d) or (e) of the definition of Permitted Distribution does not constitute working capital of the Group).

Annual Clean Down:

Subject to clause 2.3(d), for a period of not less than 5 consecutive Business Days ("clean down period") once in each Financial Year, on and from the Financial Year commencing 1 January 2016, each Borrower shall ensure that all Outstanding Moneys under Facility C and any Ancillary Facility made by way of an overdraft facility are reduced to zero with at least 6 months between each clean down period.

The Company must advise the Facility Agent (by notice in writing in (or substantially in) the form of schedule 11) of each clean down period at least three Business Days prior to the commencement of that clean down period.

(iii)

For the avoidance of doubt nothing in this clause 2.3(d) shall apply to documentary or standby letters of credit, bank guarantees, similar instruments and credit card facilities advanced under an Ancillary Facility.

(iv)

Clause 2.3(d)(i)shall not apply to the extent that, were that obligation to be complied with and the Borrowers immediately thereafter to request and the Facility C Lenders to make, an Advance under Facility C or an advance under an Ancillary Facility (as applicable) in an amount equal to the cleaned down amount, it would cause Trilogy and/or any of its Related Bodies Corporate to be reasonably likely to breach the terms of the indenture between them and ▇▇▇▇▇ Fargo Bank, N.A. dated as of 10 August 2010 (as amended) (with such determination to be made by the Company acting reasonably, and provided that the Company may rely for such purpose upon any notification given by Trilogy in what the Company considers to be good faith).

Type of Facility

an overdraft facility;

a guarantee, bonding, documentary or stand-by letter of credit facility;

a short term loan facility;

any transactional banking facilities (excluding, for the avoidance of doubt, the Transactional Bank Facilities); or

any other facility or accommodation required in connection with the business of the Guaranteeing Group and which is agreed by a Borrower and a Facility C Lender.

Availability

If a Borrower and a Facility C Lender agree and except as otherwise provided in this agreement, a Facility C Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Facility C Lender's unutilised Commitment under Facility C (which shall (except for the purpose of calculating line fees under clause 8.2 and determining the Majority Lenders) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).

An Ancillary Facility shall not be made available unless, not later than two Business Days prior to the proposed commencement date for an Ancillary Facility, the Facility Agent has received from the relevant Borrower;

a notice in writing specifying:

the proposed Borrower(s) which may use the Ancillary Facility;

the proposed commencement date and expiry date of the Ancillary Facility;

the proposed type of Ancillary Facility to be provided;

the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount and its maximum net amount; and

the proposed currency of the Ancillary Facility;

a copy of the proposed Ancillary Document; and

any other information which the Facility Agent may reasonably request in connection with the Ancillary Facility.

No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Facility C Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this agreement (including, for the avoidance of doubt, under this clause). In such a case, the provisions of this agreement with regard to amendments and waivers will apply.

Subject to compliance with paragraph (b) above the Ancillary Facility will be available with effect from the date agreed by the relevant Borrower and the relevant Facility C Lender.

Terms of Ancillary Facilities

Except as provided below, the terms of any Ancillary Facility will be those agreed by the relevant Facility C Lender and the relevant Borrower.

The terms of each Ancillary Facility:

must be based upon normal commercial terms at that time (except as varied by this agreement);

may allow only Borrowers to use the Ancillary Facility;

may not allow the Ancillary Outstandings to exceed the Ancillary Commitment;

may not allow the Ancillary Commitment of the relevant Facility C Lender to exceed the Commitment under Facility C of the relevant Facility C Lender; and

must require that the Ancillary Commitment is reduced to nil, and that all Ancillary Outstandings are repaid (or cash cover provided in respect of all the Ancillary Outstandings) not later than the Final Repayment Date (or such earlier date as the Commitment of the relevant Facility C Lender under Facility C is reduced to zero).

If there is any inconsistency between any term of an Ancillary Facility and any term of this agreement, this agreement shall prevail.

Repayment of Ancillary Facility

An Ancillary Facility shall cease to be available on the Final Repayment Date or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this agreement.

If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment of the relevant Facility C Lender shall be reduced to zero (and its Commitment under Facility C shall be increased accordingly).

A Facility C Lender may not demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless:

the Commitments under Facility C have been cancelled in full, all outstanding Advances under Facility C have become due and payable in accordance with the terms of this agreement, or the expiry date of the Ancillary Facility occurs; or

it becomes unlawful in any applicable jurisdiction for that Facility C Lender to perform any of its obligations as contemplated by this agreement or to fund, issue or maintain its participation in its Ancillary Facility.

Information

Each Borrower and each Facility C Lender shall, promptly upon request by the Facility Agent, supply the Facility Agent with any information relating to the operation of an Ancillary

Participation

Subject to the terms of this agreement and with reference to the relevant Facility, each Lender will participate in each Advance in the proportion which its Commitment in respect of the Facility of which that Advance forms part at the Drawdown Date for that Advance bears to the aggregate of the Commitments in respect of that Facility as at that date.

Obligations several

The obligations of each Lender under this agreement are several. No party to this agreement shall be responsible for the obligations of any other party except as expressly provided otherwise in this agreement. The failure of a Lender to perform its obligations under this agreement shall not release any other party from its obligations under this agreement.

Rights several

The rights of each Lender are several. The amount at any time owing by a Borrower to any party under this agreement shall be a separate and independent debt from the amount owing to any other party.

Conditions precedent to initial Advances

No Advance shall be made by the Lenders until the Facility Agent (acting on the instruction of all Lenders) has received, and found to be satisfactory to it in form and substance, the documents and evidence set out in schedule 3.

Conditions precedent to each Advance

The obligation of the Facility Agent and the Lenders in relation to each Advance is conditional upon:

Drawdown Date: the Drawdown Date for that Advance being a Business Day during the Availability Period for the Facility relating to that Advance;

Amount of Advance: the amount of that Advance, when aggregated with the amount of all (if any) other Advances intended to be made on the same day under the relevant Facility {and, in the case of Facility C, after deducting the amount of any other Advances to be repaid on that Drawdown Date) not exceeding the aggregate of the Available Commitments for that Facility;

Denomination: that Advance being denominated in NZ$;

Representations true: the representations and warranties set out in clause 11.1 being true and accurate in all material respects and not misleading or deceptive in any material respect as of the date of the Drawdown Request and the Drawdown Date by reference to the facts and circumstances existing on those dates;

No Event of Default or Event of Review: no Event of Default, Potential Event of Default or Event of Review having occurred and continuing or being reasonably likely to occur on or after the Drawdown Date as a result of the making of that Advance, provided that if a Potential Event of Default has occurred and is continuing the reference in this clause 5.2 to a Potential Event of Default will not prevent the Borrowers, in respect of Advances under Facility C, from rolling over existing Advances in accordance with this agreement; and

Market disruption: (separately in relation to each Lender) no circumstance referred to in clause 14.2 existing on the Drawdown Date.

Additional conditions precedent for Facility A

In addition to the conditions precedent in clause 5.2, the obligation of the Facility Agent and the Lenders in relation to each Advance under Facility A is conditional upon:

Minimum Amount: that Advance being for a minimum amount of NZ$5,000,000 or such lesser amount as may be required to repay indebtedness under the Existing Facility Agreement; and

Maximum Number of Advance: following the making of that Advance, there being no more than 3 Advances outstanding under Facility A.

Additional conditions precedent for Facility B

In addition to the conditions precedent in clause 5.2, the obligation of the Facility Agent and the Lenders in relation to each Advance under Facility B is conditional upon:

Minimum Amount: that Advance being for a minimum amount of NZ$2,500,000 or such lesser amount as may be required to:

Maximum Number of Advances: following the making of that Advance, there being no more than 5 Advances outstanding under Facility B; and

Confirmation: the Facility Agent receiving, and finding to be satisfactory to it in form and substance, written confirmation from the relevant Borrower that the funding of that Capital Expenditure will not cause clause 12.3(c) to be breached.

Additional conditions precedent for Facility C

In addition to the conditions precedent in clause 5.2, the obligation of the Facility Agent and the Lenders in relation to each Advance under Facility C is conditional upon:

Minimum Amount: that Advance being for a minimum amount of NZ$250,000; and

Maximum Number of Advances: following the making of that Advance, there being no more than 10 Advances outstanding under Facility C.

Availability of Advances

Subject to compliance with clause 5, the Lenders shall make an Advance available to a Borrower if no later than 10.30 am on:

in the case of Facility A and Facility B, the third Business Day before the relevant Drawdown Date; or

in the case of any Advance under Facility C, the relevant Drawdown Date,

(or within such shorter period as the Facility Agent may agree) the Facility Agent has received from that Borrower a duly completed Drawdown Request for that Advance (which shall be irrevocable).

Notification to Lenders

On receipt of a Drawdown Request for an Advance under a Facility, the Facility Agent shall promptly, and in any event not later than 2.00pm on the Business Day before the relevant Drawdown Date in respect of Facility A and Facility B, and not later than 2.00pm on the Drawdown Date in respect of Facility C, notify each relevant Lender of:

the Drawdown Date for that Advance;

the amount of that Advance and the amount of that Lender's participation in that Advance; and

the duration of the first Interest Period for that Advance.

Participation

Subject to the provisions of this agreement, each Lender shall on the Drawdown Date of an Advance make available to the Facility Agent for the account of the relevant Borrower the amount of that Lender's participation in that Advance in accordance with clause 15.

Netting

Where on any day an Advance is to be made by a Facility C Lender under Facility Candon the same day an Advance is due for repayment to that Facility C Lender under Facility C then, unless the Facility Agent requires otherwise in any instance, the amount to be lent shall be applied against the amount to be repaid so that on that day only the net amount shall be paid by the relevant Borrower or, as the case may be, that Facility C Lender.

Consolidation

Where at any time two or more Advances have been drawn by a Borrower and are outstanding under a Facility, the Facility Agent may, in its discretion, consolidate the drawn Advances into a single Advance under that Facility and the parties acknowledge that such consolidated Advances will, upon consolidation, be deemed to be a single Advance under that Facility drawn by that Borrower.

Splitting and consolidation

On any Interest Payment Date, a Borrower may elect, by notice in writing to the Facility Agent, to split an Advance under Facility A or Facility B, provided that there may be no more than:

3 Advances under Facility A; and

5 Advances under Facility B;

outstanding at any one time. A Borrower may elect, by notice in writing to the Facility Agent, to consolidate any Advances under Facility A or Facility B which have the same Interest Payment Date and the parties acknowledge that such consolidated Advances will, upon consolidation, be deemed to be a single Advance under that Facility drawn by that Borrower.

Telephone Drawdowns

Notwithstanding clause 6.1, any requirement under this clause 6 to provide a Drawdown Request in respect of a Facility C Advance shall be deemed to mean either a Drawdown Request or telephone instructions and, in the case of telephone instructions:

on the basis the same may be given on the Drawdown Date without the need for prior notice;

the telephone instructions shall be deemed confirmation by the relevant Borrower of satisfaction of the conditions precedent in clause 6.2 and confirmation of the matters in clause 5.2(d) and (e); and

the Facility C Lender will advise the Facility Agent on request the aggregate amount of all Advances and other accommodation then outstanding under Facility C and any information required by the Facility Agent or the Security Trustee to perform their respective obligations under the Finance Documents.

Interest Rate

Each Borrower shall pay interest on each Advance made to it, in respect of each Interest Period for that Advance, at the percentage rate per annum determined by the Facility Agent to be the aggregate of the Margin for that Interest Period and that Advance and the Base Rate for that Interest Period and that Advance.

Notification of Interest Rate

The Facility Agent shall promptly notify the relevant Borrower and the Lenders of the Margin and the Base Rate for each Interest Period in respect of each Advance. The failure of the Facility Agent to notify the relevant Borrower of the applicable rates shall not affect that Borrower's liability to pay interest at the rate required pursuant to clause 7.1.

Interest Period for Advances

Each Interest Period in relation to an Advance shall be a period of 1, 2, 3 or 6 months' duration (or any other duration agreed between the relevant Borrower and the relevant Lenders), and provided that:

the duration of the first Interest Period shall be as selected by the relevant Borrower in the Drawdown Request or the Selection Notice (as applicable);

the duration of each subsequent Interest Period shall be as selected by the relevant Borrower by providing a Selection Notice to the Facility Agent not Jess than two Business Days prior to the commencement of that Interest Period, provided that if that Borrower fails to give such Selection Notice the Interest Period shall be of one month's duration;

the first Interest Period shall begin on the Drawdown Date of that Advance and each subsequent Interest Period shall commence on the last day of the previous Interest Period applicable to that Advance;

an Interest Period which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day unless the result of that extension would be to carry the Interest Period over into another calendar month, in which case the Interest Period shall end on the immediately preceding Business Day;

where an Interest Period commences on the last day of a calendar month or on a day for which there is no numerically corresponding day in the month in which the Interest Period would otherwise end, that Interest Period shall (subject to clause 7.3(d) and 7.3(f)) end on the last day of that last mentioned month; and

no Interest Period may extend beyond the Final Repayment Date.

Payment

Interest in respect of each Interest Period and an Advance shall be calculated on the basis of the actual number of days elapsed and a 365 day year, and shall accrue from day to day and shall, subject as otherwise provided in this agreement, be paid in arrears on the Interest Payment Date or dates applicable to that Interest Period and that Advance.

Arrangement and agency fees

The Company shall pay the fees specified in, and on the terms set out in, the Fee Letters.

Line fee

The Company shall pay to the Facility Agent for the account of the Lenders a non-refundable line fee on:

in respect of Facility A, the Facility A Amount;

in respect of Facility B, the Facility B Amount; and

in respect of Facility C, the Facility C Amount,

determined by reference to the relevant Facility Amounts and Line Fee Percentage applicable on each day of that quarter.

Interest, commission and fees on Ancillary Facilities

The rate and time of payment of interest, commission, fees and any other remuneration in respect of each Ancillary Facility shall be determined by agreement between the relevant Facility C Lender and the relevant Borrower of that Ancillary Facility, provided such rates and terms shall be (In the opinion of the relevant Facility C Lender (acting reasonably)) consistent with what the relevant Facility C Lender is charging customers of similar standing to the relevant Borrower of that Ancillary Facility in the market at the relevant time.

Non refundable

All fees, once paid, are non-refundable.

Voluntary prepayment

The Borrowers may prepay all or any part of the Principal outstanding under the Facilities upon giving to the Facility Agent not Jess than 5 Business Days' prior irrevocable notice. Any such prepayment shall be in a minimum of:

NZ$2,500,000 in relation to Facility A and Facility B; and

NZ$500,000 (and an integral multiple of NZ$100,000) in relation to Facility C,

or such other amount as the Facility Agent may agree in writing. Amounts prepaid under this clause shall be applied in the manner set out in clause 9.4.

Mandatory prepayment- change of core business and disposal

Upon the occurrence of:

a material change in the core business of any Obligor (whether by way of a single transaction or series of related transactions) that has, or is reasonably likely to have, a material adverse effect; or

the sale or disposal (whether in a single transaction or series of related transactions) of all or substantially all of the assets of any Obligor that has, or is reasonably likely to have, a material adverse effect,

the Facilities will be cancelled and all outstanding Advances together with accrued interest and all other amounts accrued under the Finance Documents shall become immediately due and payable.

Mandatory prepayment - disposals and claims

Subject to clause 9.3(b) if a member of the Group receives or recovers Net Proceeds:

in excess of the Acquisition/Disposal Threshold Amount in aggregate in any Financial Year from any disposal or lease (not being a Specified Disposal) of the business or assets of a member of the Group;

in excess of the Threshold Amount in aggregate in any 12 month period from making any claim under an insurance policy (other than in relation to any public or third party liability);

in excess of the Threshold Amount in aggregate in any 12 month period from making any claim against any professional adviser; or

in excess of the Threshold Amount in aggregate in any 12 month period from making any claim under any due diligence report or warranty, in each case in relation to an acquisition,

the Company will procure that an amount equal to that excess is applied in or towards prepayment of the Principal, together with all interest and fees accrued on the amount repaid or prepaid within 90 days of receipt in accordance with this clause 9.

Net Proceeds received or recovered by any member of the Group as a result of making any disposal or lease (not being a Specified Disposal), a claim under an insurance policy, a claim against a professional adviser or a claim under any due diligence report or warranty need not be applied in accordance with clause 9.3(a) if:

within 180 days after receipt it is applied or unconditionally committed in reinstating, replacing or repairing, or otherwise invested in, assets of a capital nature which are not prohibited from being purchased under this agreement, (for the avoidance of doubt, the application of such proceeds in accordance with this paragraph shall not constitute Capital Expenditure for the purpose of this agreement) or meeting or reimbursing for liabilities in relation to which that amount was received; and

within 360 days after receipt it is actually paid towards the purpose for which it was applied or unconditionally committed under clause 9.3(b){i).

Application of voluntary and mandatory prepayments

Amounts required to be prepaid under clauses 9.1 to 9.3 will be applied as follows:

firstly, in or towards repayment of the Principal outstanding under Facility B;

second, if and once Facility B has been repaid in full, in or towards repayment of the Principal outstanding under Facility A; and

thirdly, if and once Facility A has been repaid in full, in or towards repayment of the Principal outstanding under Facility C,

in each case pro rata by reference to the total Principal outstanding under that Facility.

Other amounts payable upon prepayment

Break costs: Where the whole or any part of any Advance is prepaid under this agreement and such prepayment is not made on the last day of an Interest Period relating to that Advance, the relevant Borrower shall pay to the Facility Agent for the account of the Lenders:

simultaneously with that prepayment, accrued interest (including accrued Margin) on that Advance (including, where relevant, any amount payable under clause 17) to the date of actual payment; and

upon demand, any amount specified by the Facility Agent as being specified by a Lender as its Break Costs attributable to all or any part of that Advance being

Each Lender shall be entitled to receive an amount equal to its Break Costs. Each Lender shall, as soon as reasonably practicable after a demand by the Facility Agent or the relevant Borrower, provide a certificate to that Borrower confirming the amount of its Break Costs for any Interest Period in which they accrue.

Full prepayment: Where the whole of the Principal is to be prepaid under this agreement, the relevant Borrower shall pay to the Facility Agent for the account of the Lenders, in addition to any amounts payable under clause 9.5(a), all other Outstanding Money to the date of actual payment.

Redrawing

Amounts repaid or prepaid under Facility A may not be redrawn.

Subject to compliance with the provisions of this agreement relating to drawdown, amounts under:

Facility B prepaid in accordance with clause 9.1 shall be available for drawing or redrawing during the Availability Period; and

Facility C repaid in accordance with clause 9.?(a) or prepaid in accordance with clause 9.1 shall be available for drawing or redrawing during the Availability Period.

Repayment of Advances

Each Advance under Facility C shall be repaid by the relevant Borrower on its Repayment Date.

Each Advance under each of Facility A and Facility B shall be repaid by the relevant Borrower in one amount on the Final Repayment Date.

Final Repayment

The Borrowers shall repay to the Facility Agent for the account of the Lenders all Outstanding Moneys on the Final Repayment Date.

During Availability Period

The Borrowers may at any time on giving not less than 5 Business Days' irrevocable notice to the Facility Agent cancel any undrawn or unutilised portion of Facility B or Facility C in whole or in part (and if in part in minimum amounts of NZ$100,000 and in integral multiples of NZ$50,000 or such other amount as the Facility Agent may agree) and, upon notice by the Company in writing to the Facility Agent, shall be applied at the option of the Company either to reduce:

the Facility Amount of Facility Band Facility C pro rata by the amount cancelled; or

the Facility Amount of Facility B until cancelled in full and thereafter the Facility Amount of Facility C,

at the end of that 5 Business Day period. During that 5 Business Day period, no Borrower may give a Drawdown Request purporting to draw or utilise all or any part of the Facility Amount which is subject to that notice of cancellation.

Automatic cancellation

Any amount undrawn under a Facility on the last day of the Availability Period in respect of that Facility shall be automatically cancelled and the relevant Facility Amount shall be reduced accordingly.

The Facility A Amount shall reduce by each amount repaid or prepaid (whether mandatorily or voluntarily) under Facility A.

Pro rata reduction

Any cancellation under this clause 10 shall reduce the Commitments in respect of the relevant Facility or Facilities rateably and schedule 2 of this agreement shall be deemed to be amended accordingly. The Facility Agent shall promptly notify each Lender of any notice received under clause 10.1 and the amount of that Lender's Commitment which is to be cancelled. Amounts cancelled may not be redrawn.

Representations and warranties

Each Obliger represents and warrants to the Finance Parties that:

Status: it is a company duly incorporated and validly existing under the laws of its jurisdiction of incorporation;

Power and authority: it has:

the power and authority to own its assets and to carry on its business as, and in such place or places as, it is now being conducted;

the power to enter into, perform and deliver and exercise its rights and perform and comply with its obligations under, each Finance Document to which it is a party; and

taken all necessary corporate action (including the passing of all resolutions) to authorise the entry into each Finance Document to which it is a party and the performance of all its obligations thereunder;

Obligations: its obligations under each Finance Document to which it is a party are legal, valid and binding and enforceable against it, in each case in accordance with its terms, subject to applicable bankruptcy, re-organisation, insolvency, moratorium or similar laws affecting creditors' rights generally and subject also {as to enforceability) to equitable principles of general application regardless of whether enforcement is sought in a proceeding in equity or at law;

(d)

No laws violated and non-conflict: neither its entry into the Finance Documents, nor the exercise of any right or the performance or observance of any obligation under the Finance Documents, nor any transaction contemplated thereby, does or will:

violate, conflict with or contravene any law, regulation or authorisation to which it is subject;

conflict in any respect with or result in a breach of, any agreement, document, arrangement, obligation or duty to which it is a party or which is binding on it or any of its assets, in each case where that conflict or breach would have a material adverse effect; or

violate any of the documents constituting it or cause any limitation on any of its powers, or on the right or ability of its directors to exercise those powers, to be exceeded,

the creation or imposition of any security over any of its assets other than as permitted under a Finance Document;

the acceleration of the date for payment of any obligation under any agreement which is binding on it; or

a limitation on its powers or the powers of its directors to be exceeded;

Authorisations:

each authorisation which is required by it in relation to:

the execution, delivery and performance by it of the Finance Documents to which it is expressed to be a party and the transactions contemplated by those documents;

the validity and enforceability of those documents; and

the admissibility in evidence of the Finance Documents to which it is a party in evidence;

has been obtained or effected;

each authorisation which is required in relation to its business as now conducted, including the ownership and operation of its assets and under Environmental Law has been obtained and effected where failure to do so would have a material adverse effect; and

each authorisation referred to in clause 11.1 (e)(i) is in full force and effect, it is not in breach of any conditions under them and it has paid all applicable fees for each of them on or before the due date for payment where failure to do so is reasonably likely to have a material adverse effect;

No default:

no Event of Default has occurred and remains unremedied; and

no Event of Default or Potential Event of Default will result from its entry into the Finance Documents;

Laws: it is complying with all laws applicable to it and it has not breached any applicable law binding on it which breach has, or is reasonably likely to have, a material adverse effect;

Litigation: except as disclosed to the Facility Agent in writing, no litigation, arbitration, dispute or administrative proceeding is current or pending or, to its knowledge, threatened in relation to it:

to restrain its entry into, or the exercise of its rights or the performance of its obligations under, the Finance Documents; or

which is likely to be adversely determined and would, if so determined, have a material adverse effect or would adversely affect in a material way the ability of the Facility Agent, any Lender or the Security Trustee to exercise or enforce its rights under the Finance Documents;

Environmental Law: to the best of its knowledge after due inquiry:

there is no circumstance (including any act or omission) relating to some or all of the business or assets of the Group which has given rise or is reasonably likely to give rise to a claim or a requirement of material expenditure or the cessation or alteration of material activity under Environmental Law, in any such case which has had, or will have, a material adverse effect;

neither the Land nor any activity conducted on the Land:

is in breach of any Environmental Law or any order or direction made under any Environmental Law in respect of the Land or the use of the Land;

is contaminated by a pollutant;

is affected by an environmental liability; or

otherwise constitutes an environmental hazard,

in any such case which has had, or will have, a material adverse effect; and

no fact or circumstance exists in relation to the Land arising out of the ownership, occupation or control of the Land by a Group Member which would render a Lender, the Security Trustee or any owner or occupier of the Land with the authority of a Lender or the Security Trustee, liable to be served with orders, notices or directions or to be subjected to a penalty or fine under any Environmental Law or liable for the cost of clean-up or other treatment of any contaminant on the Land;

Financial statements: (in the case of the Company only) the most recent consolidated financial statements and budgets of the Group or the Guaranteeing Group delivered to the Facility Agent comply with clause 12.1 (b), and there has been no change in the respective assets, indebtedness, conditions or operations of the companies to which those financial statements relate (taken as a whole) since the date as at which those financial statements were prepared which has had, or is reasonably likely to have, a material adverse effect;

Ranking of obligations: its liabilities under each Finance Document to which it is a party will at all times rank by virtue of the Security Documents in priority to the claims of all its other creditors, except indebtedness preferred solely by operation of law or secured pursuant to a Permitted Security Interest;

Security Interests:

no security exists over any of its property except Permitted Security Interests; and

the right, title and assets and undertakings over which a security is purported to be created in favour of the Security Trustee are capable of being encumbered by and constitute Secured Property under that security;

Good title:

it is the sole legal and beneficial owner of its assets subject only to the security granted under any Permitted Security Interests; and

it has good title to, or the right to use (under licence or otherwise), all Land, assets, property and Intellectual Property Rights necessary for it to carry on its business as presently conducted and the nature of any such right to use will enable it to carry on its business as presently conducted;

No material adverse effect: except as disclosed to the Facility Agent in writing, to the best of its knowledge, there has been no event or occurrence which has had a material adverse effect;

Solvency: it is able to pay its debts as they become due in the ordinary course of business;

No trust: it does not enter into any Finance Document as trustee of any trust;

Full disclosure and no misleading information:

all reports, financial and any other information (other than forecasts and projections) provided to the Facility Agent, the Mandated Lead Arrangers or any Lender by or on its behalf or in relation to a Group Member, their assets, business or affairs, any Material Contract or the Finance Documents (or the transaction they contemplate), was true, complete and accurate in all material respects and not misleading as at the date it was provided or the date (if any) at which it is stated (whether by the omission of facts known to it or otherwise); and

all forecasts and projections (including budgets) provided to the Facility Agent or any of the Lenders were based on reasonable grounds at the time provided, using historical information and have been made in good faith;

Taxes: it is not overdue in filing any tax return (taking into account any extension or grace period) and it has paid all taxes payable by it when due other than taxes being contested in good faith where an adequate reserve has been created (and is being maintained) for those taxes (and such taxes are paid promptly on final determination or settlement of the contest);

Group Structure: the Group Structure Diagram is true and correct in all respects and does not omit any material information or details;

Immunity: it does not, nor do any of its assets, enjoy immunity from any suit or execution;

Corporate benefit: the execution of, and performance of all obligations under, each Finance Document to which it is a party, is for its own commercial benefit and is in its best interests;

Financial indebtedness and financial accommodation: except as permitted by this agreement, it has not

incurred or allowed to subsist any indebtedness for borrowed money; or

provided or agreed to provide any loan, financial accommodation, guarantee, indemnity or other similar obligation to or in respect of the obligations of, any person;

Financial assistance: the performance of its obligations under the Finance Documents does not contravene, or has otherwise been approved pursuant to the regime applicable under, sections 76 to 80 (inclusive) and/or 107(e) and 108 of the Companies Act;

Partnerships /Joint Ventures: other than as disclosed to the Facility Agent or as permitted by the Finance Documents, it is not a partner in any partnership or a party to any joint venture;

Material Contracts: each Material Contract to which it is a party is in full force and effect (except where terminated by effluxion of time or performance) and it is not aware of any breach by it of any term of any Material Contract to which it is a party, in each case, where such failure to maintain in full force and effect or such breach (as applicable) has, or is reasonably likely to have, a material adverse effect;

Proceeds: it has applied all money borrowed under the Finance Documents in accordance with the terms of this agreement;

Arm's length dealings: it has not entered into any agreement, arrangement or understanding with any person (other than another Obliger) except on commercial arm's length terms;

Insurance: all material insurances required by this agreement are in place and in full force and effect; and

Share Plans: it has not entered into any Share Plan (other than a Material Share Plan) which includes a mandatory requirement on the Company to acquire from a Member shares in the Company and/or an entitlement on the Member to redeem shares in the Company other than to the extent such acquisition or redemption may be a Permitted Distribution.

Repetition

The representations and warranties contained in clause 11.1 will be deemed to be repeated by each Obliger on the date of each Drawdown Request, on each Drawdown Date, the date of each Selection Notice and on each Interest Payment Date by reference to the facts and circumstances then existing (except for the representation in clauses 11.1 (q)(i) which will not be repeated after the first Drawdown Date).

Reliance

Each Obliger acknowledges that the Finance Parties will rely on the representations and warranties contained in clause 11.1 in making the Secured Moneys available to the Borrowers.

Positive undertakings

Each Obliger shall:

Financial information: (in relation to the Company only) deliver to the Facility Agent in sufficient copies to be provided to the Lenders:

Annual financial statements: as soon as practicable (and in any event within 120 days) after the last day of each Financial Year, the audited consolidated financial statements (including sufficient information to be able to calculate the financial covenants in clause 12.3 of the Group and, where different, the Guaranteeing Group in respect of that Financial Year;

Annual Business Plan: no later than 1 day prior to the start of each Financial Year, the Annual Business Plan (including forecast financial statements) for that Financial Year;

Monthly Management accounts: as soon as practicable (and in any event within 30 days) after the last day of each calendar month, unaudited monthly management accounts of the Group and, where different, the Guaranteeing Group:

in the case of each calendar month falling in the Financial Year ending 31 December 2015 which coincides with the last month of a quarter of a Financial Year, including, a detailed comparison to the financial model delivered by the Company in connection with this agreement; and

in the case of each calendar month thereafter, including a detailed comparison to the Annual Business Plan,

for that period together with any detailed management commentary in relation to any material deviation) in respect of that calendar month, including consolidated monthly and year-to-date financial statements for the Group and, where different, the Guaranteeing Group;

Other information: from time to time, as soon as practicable after request by the Facility Agent, such information about the business, assets and financial condition of the Group Members as the Facility Agent may reasonably require (in its opinion);

Compliance Certificate:

as soon as reasonably practicable, and in any event within 45 days of each Test Date a completed Compliance Certificate with respect to each Test Date:

certifying the Guaranteeing Group's compliance with the financial covenants in clause 12.3 as at the relevant Test Date;

containing reasonably detailed calculations demonstrating compliance with the financial covenants and to allow reconciliation with the monthly management accounts;

signed by one director of the Company and, in relation to the certificate delivered in relation to the end of each Financial Year, accompanied by a certificate from the independent auditors of the Company (who are acceptable to the Facility Agent (acting reasonably)) confirming the accuracy of the Compliance Certificate at that time (insofar as it relates to the calculation of the financial covenants only); and

confirming whether any Event of Default, Potential Event of Default or Event of Review is subsisting, whether there is any subsisting breach of any of the representations contained in clause 11 or the undertakings contained in clause 12; and

following delivery of the annual financial statements delivered pursuant to clause 12.1 (a)(i), reconcile those annual financial statements with the financial statements that it used to make the calculations described in clause 12.1 (a)(v) above (if applicable) in the Compliance Certificate most recently delivered to the Facility Agent and, if that reconciliation process causes those calculations to change, deliver an amended Compliance Certificate to the Facility Agent showing those amended calculations.

Accounting practice: ensure that all financial statements delivered to the Facility Agent under clause 12.1 (a)(i):

are prepared in NZ$ and in accordance with the Accounting Standards, consistently applied;

give a true and fair view of the financial position and performance of the Group, the Guaranteeing Group, and the results of operations of the Group and, where different, the Guaranteeing Group, as at the date, and for the period ending on the date, to which the financial statements are made up; and

are signed by two directors of the Company and are accompanied by all documents and reports required by law to be annexed to them,

and that there is no change in accounting policy unless required by law, the Accounting Standards or as previously disclosed to and agreed by the Facility Agent (acting reasonably) in writing;

Guarantors: except with the prior written consent of the Facility Agent acting on the instructions of the Majority Lenders:

(other than where (ii) below applies) ensure that all wholly owned Subsidiaries (with the exception of any Dormant Subsidiary) of the Company are Guarantors; and

where a company is required by the law of its jurisdiction of incorporation to complete a financial assistance procedure in order to become a Guarantor, ensure that such financial assistance approval procedures are completed promptly and, for Obligors incorporated in New Zealand, no later than 5 Business Days, and for any other Obligors, within such time as is customary in the relevant jurisdiction, after the date upon which the relevant company becomes a wholly-owned Subsidiary of the Company;

Group Structure Diagram: promptly following any change to the group structure of the Group (including the Shareholders of the Company), an updated Group Structure Diagram;

Anti-money laundering documentation: supply or procure the supply of, documentation and other evidence reasonably requested by the Facility Agent or a Lender which is required to satisfy or comply with the "know your customer", "know your client" or "client vetting" procedures of any Finance Party or any potential assignee or potential sub-participant or any other person who is considering contracting with a Finance Party in connection with a Finance Document;

Notification: promptly upon becoming aware of the same, notify the Facility Agent of (and provide reasonable details of) the occurrence of:

an Event of Default or Potential Event of Default or any breach of a Finance Document and, within 10 Business Days of first becoming aware of that event or breach, written advice of any action taken (or to be taken) as a result;

any litigation, arbitration, administration or other proceeding (other than which is, in the reasonable opinion of the Company, frivolous or vexatious) in respect of it or any of its assets being commenced or threatened which either:

is in respect of an amount in excess of the Threshold Amount; or

might, if adversely determined, be reasonably likely to have a material adverse effect;

any proposal of any governmental agency to compulsorily acquire any of its material assets;

any notice, order or material correspondence with or from a governmental agency relating to its business or assets which is reasonably likely to have a material adverse effect;

any environmental claim which is reasonably likely to have a material adverse effect;

any loss of or claim in relation to material intellectual property rights necessary for the conduct of its business in excess of NZ$2,500,000; and

any change to the identity of its Authorised Signatories for the purposes of this agreement, giving specimen signatures of any new Authorised Signatory appointed, and, where requested by the Facility Agent, evidence satisfactory to the Facility Agent of the authority of any Authorised Signatory;

Compliance: comply with all its obligations under:

Insurance:

keep insured with reputable insurers materially all its physical assets (including those taken on lease) of an insurable nature which are customarily insured (either generally or by persons carrying on a similar business) against loss or damage by fire and other risks normally insured against by persons carrying on the same class of business as that carried on by it for their replacement value or such lower value as the Facility Agent may agree in writing (except where the directors of the Company are satisfied that indemnity cover is sufficient) (it being acknowledged that this clause shall not require any Obligor to insure any cell site in respect of fire);

maintain insurance with reputable insurers against third party liabilities on terms substantially similar to those adopted from time to time by persons carrying on a similar business of a comparable size;

ensure that the insurer in respect of each insurance policy notes the interests of the Security Trustee in that policy; and

promptly pay all premiums and do all other things necessary to maintain the insurances required by this clause 12.1(h) in full force;

Comply with laws etc: comply with and observe in all material respects all applicable laws and directives applicable to it;

Authorisations: obtain, maintain in full force and effect and promptly renew from time to time:

all authorisations necessary to enable it to carry on its business {where failure to do so would have a material adverse effect);

all authorisations necessary to enable it to perform and comply fully with its respective obligations under the Finance Documents, and the implementation of the transactions contemplated by the Finance Documents to which it is a party and to ensure the legality, validity, enforceability or admissibility in evidence of any Finance Document; and

all authorisations required in relation to it or any of its assets (including under Environmental Law) (where failure to do so would have a material adverse effect),

and not do anything which would prevent the renewal of any authorisation referred to in this clause or cause it to be renewed on materially less favourable terms;

Maintain corporate existence:

maintain its corporate existence in its current jurisdiction of incorporation;

not relocate its principal place of business outside of its jurisdiction of incorporation;

maintain all franchises, licenses, leases, and patents required to operate its business where failure to do so would have a material adverse effect; and

not enter into or effect any scheme under which it or any part of it ceases to exist or under which its material assets or material liabilities are vested in or assumed by any other person;

Pay taxes and outgoings: file all tax returns as required by law, and pay and discharge all taxes, rates, assessments and outgoings upon it or against its property prior to the date upon which penalties become payable except only to the extent that such taxes, rates, assessments and outgoings are being contested in good faith by appropriate proceedings and adequate resources are set aside for their payment;

Ranking of obligations: ensure that its liabilities under the Finance Documents rank, and will at all times rank, by virtue of the Security Documents in priority to the claims of all its other creditors, except indebtedness preferred solely by operation of law or secured pursuant to a Permitted Security Interest;

Intellectual Property: ensure that it owns or has licensed to it on no worse than arms' length terms all Intellectual Property Rights reasonably necessary for the conduct of its business and take any steps that are reasonable or prudent in the circumstances to protect those Intellectual Property Rights in each case where failure to do so has had or will have a material adverse effect;

Further assurances: promptly, and at its own cost, execute and deliver to the Security Trustee all transfers, assignments and other agreements and do all acts and things in respect of a Security Document as the Security Trustee reasonably deems necessary to secure the full benefit of its rights under any Security Document and in particular:

do anything which the Security Trustee reasonably requests which more satisfactorily charges or secures the priority of the security granted under the Security Documents, or secures to the Security Trustee its Secured Property in a manner consistent with any provision of any Finance Document, or aids in the exercise of any power of the Finance Parties, including, the execution of any document, the delivery of title documents or the execution and delivery of blank transfers; and

when the Security Trustee requests, execute a mortgage in favour of the Security Trustee:

while a Potential Event of Default or Event of Default is continuing , over any Land; and

at any other time, over any Land with a value in excess of the Acquisition/ Disposal Threshold Amount,

Hedging:

maintain at all times interest rate and foreign exchange hedging in accordance with the most recent treasury policy of the Company approved in writing by the Facility Agent (acting reasonably) provided that any mismatch in interest rate hedging due to the payment dates under the Trilogy Hedge Agreement not being the same as the relevant Interest Payment Dates under this agreement and which would otherwise be required under that treasury policy shall not be required under this clause 12.1(p);

other than to the extent already existing on the date of this agreement or as may be modified in accordance with the treasury policy approved in writing by the Facility Agent under clause 12.1 (p)(i), not enter into any derivative instrument other than:

with the Lenders (or their Related Bodies Corporate); and

in accordance with the treasury policy approved in writing by the Facility Agent under clause 12.1 (p)(i);

an Obliger shall:

allow each Lender a reasonable opportunity to submit a quote in relation to any hedging required by that Obliger;

disclose to all Lenders the lowest quote received pursuant to paragraph (C)(i) above (the low quote); and

allow each Lender the opportunity to match the low quote,

where there is only one Lender quoting in accordance with paragraph (C) above, that Lender's quote shall (in the opinion of that Lender (not

Maintenance of Secured Property:

keep its Secured Property in a good state of repair and in good working order allowing for fair wear and tear in the manner that would be expected by a prudent person carrying on the business of the Obliger and take reasonable steps to protect its Secured Property from damage; and

do everything necessary or reasonably required by the Facility Agent (acting on the instructions of the Majority Lenders, acting reasonably) to preserve and protect the Secured Property and their interests in the Secured Property;

where failure to do so has, or is reasonably likely to have, a material adverse effect;

Environmental Laws:

comply with all Environmental Laws affecting its operation or its property;

maintain procedures which are adequate to monitor its compliance with Environmental Law and circumstances which may give rise to a claim or to a requirement of expenditure by it or of cessation or alteration of its activity

("Perilous Circumstances"); and

where the procedures or any audit reveal any material non-compliance with Environmental Law, or reveal any Perilous Circumstances, it will promptly take such steps as are reasonable in the circumstances to remedy them,

inform the Facility Agent of any material breach of any Environmental Law, or any notice or order received by it under any Environmental Law, which result in a breach of the warranty in clause 12.1 (s)(i); and

provide the Facility Agent upon reasonable request (which shall not be made more than once in any 12 month period and shall only be made if the Facility Agent has reasonable grounds to believe that there has been material non- compliance with Environmental Law), but at its sole cost, with environmental audits and reports in respect of the matter in relation to which the Facility Agent has reasonable grounds to believe there has been material non-compliance with Environmental Law, in a form and from an independent consultant reasonably acceptable to the Facility Agent;

Spectrum Management Rights and Licenses: in the case of the Company:

ensure that it holds or has the right to use all Spectrum Management Rights and Licenses which are sufficient to enable the Company to operate its network in a manner and to a standard at least consistent with the operation of its network as at the date of this agreement;

take all action within its power to maintain all Spectrum Management Rights and Licenses in full force and effect where failure to do so is reasonably likely to have a material adverse effect; and

not breach any provision of any Spectrum Management Rights and Licenses where failure to do so is reasonably likely to have a material adverse effect;

Information to be true: ensure that all information (other than any projections or forecasts) provided by an Obliger to the Finance Parties in accordance with the Finance Documents is true and accurate in all material respects as at the date that information is provided and that all projections and forecasts will be made with all due care after diligent consideration

Compliance and enforcement of Material Contracts:

comply in all respects with its obligations under the Material Contracts;

enforce its rights under the Material Contracts and exercise its rights, authorities and discretions under those documents, in each case prudently;

not do anything that would make any material term of a Material Contract invalid or unenforceable; and

Transfer Material Contracts: unless required to by the terms of the Material Contracts, not consent to any assignment, transfer or other dealing by another party to a Material Contract of any of that party's rights or obligations under that document, where to do so would, or is reasonably likely to have, a material adverse effect;

Dispute under Material Contract:

promptly notify the Security Trustee and the Facility Agent of

provide updates to the Security Trustee and the Facility Agent of the progress of any dispute notified under sub-paragraph(i) as reasonably requested from time to time; and

not (without the prior written consent of the Facility Agent) agree to the settlement or resolution of any dispute:

referred to in clause12.1 (x)(i)(A); or

any other Material Contract where such settlement or resolution would, or is reasonably likely to have, a material adverse effect;

Tax consolidation: not be a member of a consolidated group for income tax purposes or a group of companies for GST purposes in either case where the relevant group includes an entity that is not an Obliger;

Notification of potential voluntary administration: use its best endeavours where legally permitted to do so and having regard to applicable directors' duties and any

potential personal liability which may arise from insolvent trading and like provisions, to notify the Facility Agent and the Security Trustee of any intention of the directors to appoint a voluntary administrator to any Obligor; and

Undertakings relating to Secured Property:

Notice of Secured Property: promptly notify the Security Trustee in writing:

of any material Secured Property that is located outside of New Zealand;

of any material Secured Property that is to be moved from the jurisdiction where it was situated at the time the security interest under any Security Document attached to it;

if any personal property which is not Secured Property and which is subject to a security interest which has attached becomes an accession to any Secured Property where that will have a material adverse effect,

except in relation to inventory disposed of in the ordinary course of business of the Obligor;

List of serial numbered goods: promptly, upon the reasonable request of the Security Trustee, provide to the Security Trustee a full and complete list of any serial numbered goods (as defined in the PPSA);

Registration of security: promptly register each security interest created under a Security Document in each jurisdiction (other than New Zealand) in which registration may be required or advisable in order to ensure its enforceability, validity and priority;

Change of name: not change its name without giving at least 14 days prior written notice to the Security Trustee;

Processed or commingled goods: not, without the Security Trustee's prior written consent, permit any Secured Property to be manufactured, processed, assembled or commingled with anything that is not also Secured Property where that will have a material adverse effect; and

Deposit title documents: if reasonably required by the Security Trustee, deposit with the Security Trustee all documents of title held by it relating to any Secured Property or any document given to secure any amount payable to it; and

No accession or fixture: not allow any personal property to become an accession or a fixture to any asset (other than land) that is not Secured Property (or otherwise subject to a security interest in favour of the Security Trustee) or to be affixed to any land (other than any freehold interest in land in respect of which the Security Trustee has a first ranking registered mortgage) where that will have a material adverse effect.

Negative undertakings

No Obligor may, without the prior written consent of the Facility Agent:

Restrictions on Distributions: pay or make, or allow to be paid or made, any Distribution to any person who is not an Obligor, except for a Distribution which is a Permitted Distribution, however:

reasonable director's fees of the directors of each Obliger may be paid at any time;

any public liability, directors and officers and/or other insurance premiums (or any proportionate share thereof) which are payable by a Shareholder or Related Body Corporate, in each case which are paid directly, or are reimbursed, by an Obliger and which relate to an Obliger, have been arranged with the consent of that Obliger and cover risks associated with that Obliger may be paid at any time provided that the board of the Company is satisfied that the amount of those premiums is not unreasonable for the insurance cover being provided under the relevant policies;

reasonable fees payable by an Obliger to a Shareholder or Related Body Corporate, and associated reasonable out of pocket expenses (including any travel, legal and other expenses) payable by an Obliger, for or in relation to consulting, management, advisory or any other similar services provided by the relevant Shareholder or Related Body Corporate to any member of the Group on an arms-length basis may be paid at any time provided:

all such fees made in any Financial Year, when aggregated with any amounts paid under clause 12.2(a)(v) in the Financial Year, do not exceed in aggregate, NZ$900,000; and

no Event of Default or Potential Event of Default is continuing or would result from such payment,

may be paid at any time;

reasonable out of pocket expenses (including any travel, legal and other expenses) which are payable by Trilogy in connection with Trilogy's review of the Finance Documents and the Nomination and Use Documentation (and any other matters reasonably related thereto (including matters relating to Spectrum Management Rights and Licences) and which are paid directly, or are reimbursed, by an Obliger may be paid at any time; and

any other reasonable out of pocket expenses (including any travel, legal and other expenses) of a director of an Obliger or a director or authorised representative of a Shareholder or Related Body Corporate, in each case which are required to be paid directly, or are required to be reimbursed, by an Obliger and which (in the case of a Shareholder or Related Body Corporate) relate to the business of an Obliger provided:

all such fees made in any Financial Year, when aggregated with any amounts paid under clause 12.2(a)(iii) in that Financial Year, do not exceed NZ$900,000; and

no Event of Default or Potential Event of Default is continuing or would result from such payment,

may be paid at any time;

Negative pledge: create or permit to subsist any security over the whole or part of its assets other than a Permitted Security Interest;

Amendments to constitution: amend or revoke its constitution or any other constituent document of it or allow them to be amended in any manner that is or may be materially adverse to the interests of the Finance Parties;

Disposal of assets: whether by a single transaction, or a number or series of related or unrelated transactions and whether at the same time or over a period of time (and whether voluntary or involuntary), dispose of any asset except for any Permitted Disposals;

Financial indebtedness: incur or allow to subsist any indebtedness for borrowed money unless such indebtedness is Permitted Indebtedness;

Financial accommodation: provide or agree to provide any loan, financial accommodation, guarantee, indemnity or other similar obligation to or in respect of the obligations of, any person (financial support) unless such financial support is Permitted Financial Support;

No change to business: cause the Group taken as a whole to:

engage in any material business or other activity other than, or do anything which would result in material changes to, its business and operations as at the date of this agreement (including by the creation, acquisition or investment in any additional business); or

cease to conduct any material part of its business;

Arm's length dealings: enter into any agreement, arrangement or understanding with any person (other than another Obligor) except on commercial arm's length terms;

Acquisitions: acquire (including any acquisition by way of Capital Expenditure) any asset, share, or business or make any other investment (including any investment in any joint venture or partnership) unless such acquisition is a Permitted Acquisition;

Merger: enter into any amalgamation, de-merger, merger or corporate reconstruction except for the purpose of, and followed by:

an amalgamation of an Obligor with another Obligor, provided that if one of the amalgamating Obligors is a Borrower, that Borrower is the surviving entity following the amalgamation; and

a solvent deregistration or solvent reconstruction of an Obligor or any other transaction on terms approved by the Facility Agent as a permitted reconstruction (acting reasonably);

Material Contracts:

amend or vary, or agree to any material amendment or variation of;

avoid, release, surrender, discharge (other than by performance) terminate or rescind (except by performance);

expressly or implicitly waive, or extend or grant any time or indulgence in respect of; or

do or omit to do anything which would give any other person legal or equitable grounds to do anything in clause 12.2U)(i), 12.ZU)(ii), or 12.2U)(iii) in respect of,

any Material Contract to which it is a party if such action would be materially adverse to the rights or obligations of the Lenders under the Finance Documents;

Transactional Bank Facilities: shall not, and shall ensure that no other member of the Group will:

permit a liability under the Transactional Bank Facilities to remain outstanding after it becomes due and owing; or

incur net liabilities in aggregate in excess of NZ$5,000,000 under the Transactional Bank Facilities; or

Restrictions on payment of Subordinated Liabilities: pay or make, or allow to be paid or made, any payment or other amount towards the satisfaction of Subordinated Liabilities other than in accordance with clause 12.2(a);

Restrictions on other transactions:

sell or otherwise dispose of any of its assets to a person where, under the terms of that sale or deposit, or under a related transaction, that asset is or may be leased to it or any related person of it unless that disposal is a Permitted Disposal;

alter or allow to be altered any term attaching to any of its own shares, in a manner which would cancel or reduce the liability of any shareholder in relation to a share held prior to that alteration;

Share Plans:

alter or allow to be altered any term relating to the redemption, transfer or acquisition of shares in the Company under or in connection with any Share Plan (including a Material Share Plan), in a manner which would increase the number or price of shares required to be mandatorily redeemed by, transferred to, or acquired by the Company; or

enter into, or agree to enter into, any Share Plan (other than a Material Share Plan) that includes a mandatory requirement on an Obliger to acquire, transfer or redeem shares in an Obliger,

in each case, other than to the extent that any such acquisition, redemption or transfer may be a Permitted Distribution;

Directors: appoint or allow to be appointed a director of an Obliger unless the Facility Agent has confirmed in writing to the relevant Obliger that all "know your customer" or similar checks under applicable laws and regulations relating to anti money laundering, terrorist-financing and economic and trade sanctions have been satisfied (such consent not to be unreasonably withheld or delayed); or

Put/Call Agreement: not exercise its right to make a call under clause 2(a) of the Put/Call Agreement without the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders, acting reasonably).

Financial covenants The Company:

Total Interest Coverage Ratio: shall ensure that, on any date, the Total Interest Coverage Ratio shall not at any time be less than 3.00 times;

Leverage Ratio: shall ensure that, on any date, the Leverage Ratio shall not at any time be greater than 3.00 times; and

Capital Expenditure: shall ensure that the Group does not incur, in relation to any Financial Year, Capital Expenditure in excess of the aggregate of:

110% of the Agreed Capital Expenditure for that Financial Year;

any Capital Expenditure of the Company in relation to the 700 MHz Spectrum arising as a result of the Nomination and Use Arrangements, provided that such Capital Expenditure occurs only a result of Accounting Standards' treatment of the Nomination and Use Arrangements as a finance lease and provided further that the amount of such Capital Expenditure is limited to that which the Company has not paid and in respect of which there is no legal liability of the Company to pay anyone other than as a Subordinated Liability; and

any Capital Expenditure funded solely by New Equity and applied solely towards the acquisition of Spectrum Management Rights and Licences,

the Company may only defer up to (and including) NZ$5,000,000 of Agreed Capital Expenditure at any time; and

Agreed Capital Expenditure deferred pursuant to clause 12.3(c)(iii) may only be deferred until the immediately succeeding financial quarter (such carried forward Agreed Capital Expenditure limit being deemed to be spent first).

Financial covenant calculations

First Test Date: The first Test Date in relation to which a Compliance Certificate is to be delivered with respect to the financial covenants in clauses 12.3(a) and 12.3(b) is 30 September 2015.

NZ Dollar Equivalent: For the avoidance of doubt, NZ Dollar Equivalent amounts (as at the relevant date or, as determined in accordance with Accounting Standards, over the relevant period) will be used to calculate:

the financial covenants in clause 12.3;

Free Cash Flow; and

any threshold or basket amount in this agreement.

Review: If there is any change to the Accounting Standards which, in the reasonable opinion of the Facility Agent or the Obligors, alters the manner in which a financial covenant in clause 12.3 is calculated or the economic effect of such calculation, the Obligors and the Facility Agent agree to discuss in good faith for a period of up to 20 Business Days any necessary adjustment which may be required to such financial covenant to ensure that it remains, in substance, unaffected by the change to the Accounting Standards. In the absence of any such agreement, the financial covenants shall continue to be calculated as if there had been no change to the Accounting Standards.

Foreign Assets Control Regulations, Etc.

No Obligor or any Subsidiary is:

a person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by the Office of Foreign Assets Control, U.S. Department of Treasury (OFAC) (an OFAC Listed Person);

a person that is otherwise a sanctions target of the OFAC sanctions programmes or any other sanctions programmes administered by the United Nations, the European Union or the New Zealand government; or

a department, agency or instrumentality of, or is otherwise controlled by or acting on behalf of, directly or indirectly:

any OFAC Listed Person or person that is otherwise a sanctions target; or

the government of a country subject to comprehensive U.S. economic sanctions administered by OFAC (currently Iran, Sudan, Cuba, Myanmar, Syria and North Korea) or administered by the United Nations, the European Union or the New Zealand government (each OFAC Listed Person and each other entity described in clause (ii) and (iii), a Blocked Person).

No part of the proceeds from any Advance hereunder will be used, directly by any Obliger or indirectly through any Subsidiary, in connection with any investment in any Blocked Person.

To the Obligors' actual knowledge after making due inquiry, no Obliger nor any Subsidiary:

is under investigation by any Governmental Authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes under any applicable law (collectively, Anti-Money Laundering Laws);

has been assessed civil penalties under any Anti-Money Laundering Laws; or

has had any of its funds seized or forfeited in an action under any Anti-Money Laundering Laws.

No part of the proceeds from any Advance hereunder will be used by the Obliger for any improper payments to any governmental official or employee, political party, official of a political party, candidate for political office, official of any public international organisation or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage.

No Obliger will, or will permit any Subsidiary to:

become an OFAC Listed Person; or

have any investment in any Blocked Person where such investments could reasonably be expected to result in any Lender being in violation of the laws and regulations referred in Section 5.16(a) TWEA, Section 1 of the Anti- Terrorism Order or the USA Patriot Act (as the same may be amended from time to time, or any successor or supplemental laws or regulations of similar substance).

Event of Review - Change of Control and IPO

Upon the occurrence of:

a Change of Control of an Obliger; or

the listing of any Obligor on any stock exchange, or the public offering of any shares in any Obliger, in either case which results in a Change of Control of that Obliger,

Events of Default

If any of the following occurs, whether or not within the control of any Obliger:

Non-payment of Principal or interest: an Obliger fails to pay any amount due under this agreement or any other Finance Document in the manner and in the currency required on its due date (or within two Business Days after its due date where non- payment on its due date has arisen solely by reason of a technical, computer or similar error outside the control of that Obliger); or

Financial covenants: an Obliger fails to comply with clause 12.1(f)(i) {in relation to notification of an Event of Default) or any of the financial covenants set out in clause

12.3; or

Other breach: an Obliger commits any breach of, or omits to observe, any of its undertakings or obligations under any Finance Document (other than those referred to in clauses 13.1 (a) and 13.1 (b)) after the expiry of any applicable grace period and, in respect of any such breach or omission which is capable of being remedied, such breach or omission is not remedied within 10 Business Days of the earlier of notice from the Facility Agent and the Obligor becoming aware of the relevant breach or omission; or

Misrepresentation: any representation, warranty or statement made or deemed to be repeated by an Obliger in any Finance Document or in any notice, certificate, statement or other document contemplated by, or made or delivered pursuant to, any Finance Document, or any information or financial statement delivered pursuant to clause 12.1 (a), is or was untrue or incorrect in any material respect when made, deemed to be repeated or delivered and, in respect of any breach of this sub-clause capable of being remedied, such breach is not remedied within 10 Business Days of the earlier of notice from the Facility Agent and the Obliger becoming aware of the misrepresentation; or

Cross-default: any indebtedness for borrowed money in excess in aggregate of the Threshold Amount {or its equivalent in other currencies) of any Obliger is not paid when due or within any applicable grace period in any document relating to such indebtedness, or becomes {or becomes capable of being rendered) due and payable prior to its stated maturity by reason of an event of default, cancellation event {other than where permitted by its terms) or similar event (whatever called); or

Security:

any security over any asset of an Obligor having a value in excess of the Threshold Amount is enforced or becomes enforceable; or

Withdrawal of consent or authorisation:  any consent or other material authorisation at any time necessary in connection with any Finance Document, or its or their implementation or performance, expires or is revoked, cancelled, withdrawn or modified, or otherwise ceases to remain in full force and effect and is not replaced by a consent or other authorisation having materially the same effect; or

Cessation of business or dissolution:

an Obligor ceases or threatens to cease to carry on all or substantially all of its business or operations, or an application or an order is made (other than an application which is withdrawn or dismissed within 10 Business Days;) or

a resolution is passed or proposed, for the dissolution of an Obligor; or

any other corporate action, legal proceedings or other procedure or step is taken by an Obligor in relation to any of the matters at (i) or (ii) above,

except, in each case for the purpose of, and followed by, an amalgamation of an Obligor with another Obligor, provided that if one of the amalgamating Obligors is a Borrower, that Borroweris the surviving entity following the amalgamation or solvent deregistration or reconstruction on terms previously approved in writing by the Facility Agent (acting reasonably);or

Receiver, etc: an encumbrance takes possession, or a trustee, receiver, receiver and manager, administrator, inspector, controller under any companies or securities legislation, or similar official, is appointed in respect of an Obliger or the whole or any part of its assets following default under any indebtedness for borrowed money in excess of the Threshold Amount (or its equivalent in other currencies) or an administrator, provisional liquidator, liquidator or person having a similar or analogous function under the laws of any relevant jurisdiction is appointed in respect of an Obliger or any corporate action, legal proceedings or other procedure is taken to appoint any such person and the action or appointment is not stayed, withdrawn or dismissed within 10 Business Days; or

Statutory management: any step is taken to appoint, or with a view to appointing, a statutory manager (including the making of any recommendation in that regard by the Financial Markets Authority) under the Corporations (Investigation and Management) ▇▇▇ ▇▇▇▇ in respect of an Obliger, or an Obliger or any associated person (as that term is defined in that Act) of it is declared at risk pursuant to the provisions of that Act; or

Distress or judgment: a distress, attachment or other execution for a sum exceeding the Threshold Amount (or its equivalent in other currencies) is levied or enforced upon, or commenced against, any assets of an Obligor and is not discharged or stayed within7 Business Days, or a judgment for a sum exceeding the Threshold Amount (or its equivalent in other currencies) is obtained against an Obligor and is not satisfied, stayed or discharged within 10 Business Days except, in each case, where the relevant Obligor is contesting the same in good faith by appropriate proceedings; or

Insolvency:

an Obliger is declared or becomes bankrupt or insolvent, is unable to pay its debts when they fall due, or is presumed unable to pay its debts in accordance with section 287 of the Companies Act (or any equivalent legislation); or

an Obliger enters into dealings with or for the benefit of any of its creditors with a view to avoiding, or in expectation of, insolvency, or makes a general assignment or an arrangement, compromise or composition with or for the benefit of any of its creditors with a view to avoiding or in expectation of insolvency, or stops or threatens to stop payments generally; or

any corporate action, legal proceedings or other procedure or step is taken by an Obliger in relation to any of the matters at paragraph (ii) above;

Winding-up: an application (other than an application which is withdrawn or dismissed within 10 Business Days) or order is made for the winding up or dissolution or a resolution is passed or any steps are taken by a corporation to pass a resolution for the winding up or dissolution of an Obliger except for the purpose of, and followed by, an amalgamation of an Obliger with another Obliger, provided that if one of the amalgamating Obligors is a Borrower, that Borrower is the surviving entity following the amalgamation or solvent deregistration or reconstruction on terms previously approved in writing by the Facility Agent (acting reasonably); or

Analogous event: an analogous or equivalent event to any listed above in paragraphs (h), (i), U), (k), (I) or (m) occurs in any jurisdiction in respect of an Obliger; or

Compulsory acquisition: all or a material part of the Secured Property secured under the Finance Documents is resumed or compulsorily acquired by a governmental agency and reasonable compensation has not been paid by the governmental agency; or

Invalidity of Finance Documents: any provision of a Finance Document which in the opinion of the Facility Agent is material:

ceases to have effect in whole or in part, other than by performance or as permitted by its terms; or

becomes, wholly or partly void, voidable, illegal, invalid or unenforceable (other than by reason only of a party waiving any of its rights), or the performance of any such provision becomes illegal,

or an Obliger, or any person on its behalf, makes any allegation or claim to that effect, or the rights or benefits available to a Finance Party under the Finance Documents are otherwise impaired; or

Repudiation or termination of Finance Document: an Obliger repudiates any Finance Document or evidences an intention to repudiate a Finance Document or any Finance Document is terminated; or

Pay debts of another person: an order is made requiring an Obliger to pay any debts of another person and such order is reasonably likely to have a material adverse effect; or

Litigation: an Obliger is or becomes party to any litigation, tax claim or administrative or arbitration proceedings before or of any court, tribunal, arbitrator or government, governmental agency or authority, or to any dispute with any government, governmental agency or authority, which, (taking into account the likelihood of being adversely determined) would, or is reasonably likely to have, a material adverse effect, except for frivolous or vexatious claims where the Facility Agent is satisfied (acting

reasonably) that the relevant Borrower or Obllgor is contesting the same in good faith by appropriate proceedings; or

Environmental Event: any claim or requirement of expenditure or cessation of activity under any Environmental Law occurs in relation to an Obligor or any circumstances arise which could be reasonably expected to give rise to such a claim or requirement and, in each case, such occurrence has, or is reasonably likely to have, a material adverse effect; or

Material adverse effect: any event or series of events, whether related or not, occurs, or any circumstances arise or exist, which in the opinion of the Facility Agent (acting reasonably) has a material adverse effect; or

Security Documents: a Security Document does not provide the Finance Parties with a security interest having the priority which it purported to have and the same is prejudicial to the interest of the Finance Parties in a material respect,

then without prejudice to any other remedies which the Lenders may have: