DATED 8 MARCH 2024 Facility Agreement USD 270,000,000 Term Credit Facility between IHS Holding Limited as Company Standard Chartered Bank as Arranger The Financial Institutions as Original Lenders Each Entity listed in Part 2 of Schedule 1 as Original...

(1)

IHS Holding Limited, an exempted company registered by way of continuation in the Cayman Islands with limited liability and having its registered office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇-▇▇▇▇, ▇▇▇▇▇▇ Islands under the registration number 382000 (the “Company”);

(2)

Standard Chartered Bank as arranger (in this capacity, the “Arranger”);

(3)

The Financial Institutions listed in Part 1 of Schedule 1 (The Parties) as original lenders (in this capacity, the “Original Lenders”);

(4)

Each Entity listed in Part 2 of Schedule 1 (The Original Facility Guarantors) as the original facility guarantors (the “Original Facility Guarantors”); and

(5)

Standard Chartered Bank as facility agent (in this capacity, the “Facility Agent”).

1.

Definitions and Interpretation

1.1

Definitions

(a)

a bank or financial institution which has a long term unsecured credit rating of at least BBB by Standard & Poor’s Rating Services or Fitch Ratings Ltd or at least Baa2 by ▇▇▇▇▇’▇ Investors Service Limited or a comparable rating from an internationally recognised credit rating agency;

(b)

each bank or financial institution as set out in Schedule 15 (Acceptable Banks);

(c)

the Lenders and/or their Affiliates (other than (i) any Lender or Affiliate of a Lender that is a Sponsor Affiliate and (ii) any Lender that notifies the Facility Agent and the Company that it may not act as an Acceptable Bank);

(d)

each bank or financial institution (other than any Sponsor Affiliate) that is a lender under any debt facility provided to any member of the Group;

(e)

each bank or financial institution (other than any Sponsor Affiliate) that either (i) becomes a lender under a debt financing to be provided to a Subsidiary of the Company to fund a Permitted Acquisition or (ii) is providing banking facilities to a Subsidiary of the Company acquired by way of a Permitted Acquisition, in each case for a period of 12 months following the closing date of the relevant Permitted Acquisition; or

(f)

any other bank or financial institution approved by the Facility Agent (acting on the instructions of all the Lenders) from time to time.

(a)

the amount of its participation in any outstanding Loans; and

(b)

in relation to any proposed Utilisation, the amount of its participation in any Loans that are due to be made on or before the proposed Utilisation Date.

(a)

in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time;

(b)

in relation to the United Kingdom, the UK Bail-In Legislation; and

(c)

in relation to any state other than such an EEA Member Country and the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-Down and Conversion Powers contained in that law or regulation.

(a)

Council Regulation (EC) No 2271/1996 of 22 November 1996 or the EU Blocking Regulation and Commission Implementing Regulation (EU) 2018/1101 and/or any

(b)

any similar and applicable anti-boycott law or regulation issued by a Sanctions Authority.

(a)

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

(b)

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

(a)

(in relation to any date for payment or purchase of USD), New York; and

(b)

(in relation to the fixing of an interest rate) which is a US Government Securities Business Day.

(a)

except for a maximum aggregate amount for the Group of USD 20,000,000 (twenty million dollars) or its equivalent, held with an Acceptable Bank;

(b)

available to be freely withdrawn within 90 days;

(c)

not subject to any Security, other than:

(i)

the Security created under the Security Documents;

(ii)

charges arising solely by operation of law;

(iii)

rights of set-off or netting or charges or pledge rights arising by operation of law or by contract by virtue of the provision to that member of the Group of clearing bank or similar facilities or overdraft facilities and arising under the standard commercial terms and conditions of such bank;

(iv)

encumbrances over credit balances on bank accounts to facilitate operation of such bank accounts on a cash-pooled net balance basis and arising under that account bank’s standard terms in the ordinary course of trading or business activities of that member of the Group; or

(v)

Security in respect of Financial Indebtedness to the extent such Financial Indebtedness is included for the purposes of calculating Net Cash Finance Interest Adjusted for Leases or Net Financial Indebtedness; and

(d)

capable of being applied or made available for application in repayment or prepayment of the Facility or any other Financial Indebtedness included within the calculation of Net Cash Finance Interest Adjusted For Leases or Net Financial Indebtedness, within the next 180 days,

(a)

certificates of deposit maturing within one year after the relevant date of calculation and issued by an Acceptable Bank;

(b)

any investment in marketable debt obligations issued or guaranteed by the government of any country in which any member of the Group is located or by any government of any other country which has a rating for its short-term unsecured and non credit-enhanced debt obligations of A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by ▇▇▇▇▇’▇ Investors Service Limited or by an instrumentality or agency of any such government having an equivalent credit rating, maturing within one year after the relevant date of calculation and not convertible or exchangeable to any other security;

(c)

commercial paper not convertible or exchangeable to any other security:

(i)

for which a recognised trading market exists;

(ii)

issued by an issuer incorporated in a country, the government of which has a rating for its short-term unsecured and non credit-enhanced debt obligations of A-1 or higher by Standard & Poor’s Rating Services or P-1 or higher by ▇▇▇▇▇’▇ Investors Service Limited or by an instrumentality or agency of any such government having an equivalent credit rating;

(iii)

which matures within one year after the relevant date of calculation; and

(iv)

which has a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by ▇▇▇▇▇’▇ Investors Service Limited, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its short-term unsecured and non-credit enhanced debt obligations, an equivalent rating;

(d)

bills of exchange issued in Nigeria, the Cayman Islands, the United States of America or any state thereof, the United Kingdom, Switzerland, any member state of the European Economic Area or any Participating Member State or any country in which any member of the Group is located eligible for rediscount at the relevant central bank and accepted by an Acceptable Bank (or their dematerialised equivalent);

(e)

any investment in money market funds which (i) have a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by ▇▇▇▇▇’▇ Investors Service Limited, (ii) invest substantially all their assets in securities of the types described in paragraphs (a) to (d) above and (iii) can be turned into cash on not more than 90 days’ notice; or

(f)

any other debt security approved by the Majority Lenders,

(i)

Security created under the Security Documents;

(ii)

charges arising solely by operation of law in the ordinary course of trading or business activities of any member of the Group; or

(iii)

Security in respect of Financial Indebtedness to the extent such Financial Indebtedness is included for the purposes of calculating Net Financial Indebtedness.

(a)

in relation to an Original Lender, the amount set opposite its name in Part 1 of Schedule 1 (The Parties) under the heading Commitment and the amount of any other Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase); and

(b)

in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase),

(a)

any member of the Group or any of its advisers; or

(b)

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,

(i)

information that:

(A)

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 39 (Confidential Information);

(B)

is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

(C)

is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and

(ii)

any Funding Rate.

(a)

purchases by way of assignment or transfer;

(b)

enters into any sub-participation in respect of; or

(c)

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

(a)

an Event of Default; or

(b)

an event or circumstance specified in Clause 23 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of them) be an Event of Default.

(a)

which has failed to make its participation in a Loan available or has notified the Facility Agent that it will not make its participation in a Loan available by the Utilisation Date of that Loan in accordance with Clause 5.4 (Lenders’ Participation);

(b)

which has otherwise rescinded or repudiated a Finance Document; or

(c)

with respect to which an Insolvency Event has occurred and is continuing,

(i)

its failure to pay is caused by:

(A)

administrative or technical error; or

(B)

a Disruption Event; and

(ii)

payment is made within three Business Days of its due date; or

(iii)

the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

(a)

a material disruption to the payment or communications systems or to the financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out), provided that the disruption is not caused by, and is beyond the control of, any of the Parties; or

(b)

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i)

from performing its payment obligations under the Finance Documents; or

(ii)

from communicating with other Parties in accordance with the terms of the Finance Documents,

(a)

any debt facility provided by any person that is not a member of the Group to any Material Subsidiary on arm’s length terms (excluding any loan made by any direct or indirect shareholder of the Company (in its capacity as such) or any overdraft facility), that is in existence as at the date of this Agreement, as set out in Schedule 14 (Existing Material Subsidiary Debt Facilities); or

(b)

any debt facility that refinances any of the debt facilities referred to in paragraph (a) above (other than any loan made by any direct or indirect shareholder of the Company (in its capacity as such) or any overdraft facility) and whose terms are in compliance with the terms of this Agreement, but excluding (for the avoidance of doubt) the Senior Notes; or

(c)

the Nigeria Group Credit Facility.

(a)

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

(b)

any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

(c)

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

(a)

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 US), 1 July 2014; or

(b)

in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraph (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA.

(a)

this Agreement;

(b)

each Security Document;

(c)

the Nigeria Guarantee;

(d)

each Fee Letter;

(e)

the Subordination Agreement;

(f)

the Takeout Financing Side Letter;

(g)

each Compliance Certificate;

(h)

each Utilisation Request;

(i)

each Increase Confirmation;

(j)

each Accession Letter;

(k)

each Resignation Letter;

(l)

each Selection Notice;

(m)

any other subordination agreement entered into in respect of any Permitted Financial Indebtedness; or

(n)

any other document designated as such by the Facility Agent and the Company.

(a)

any indebtedness of such person for borrowed money;

(b)

the outstanding principal amount of any bonds, debentures, notes, loan stock, commercial paper, acceptance credits, bills or promissory notes drawn, accepted, endorsed or issued by such person (but not Trade Instruments);

(c)

any indebtedness of such person for the deferred purchase price of assets or services (except trade accounts incurred and payable in the ordinary course of trading or business activities to trade creditors that are treated as current payable in the Financial Statements within 365 days of the date they are incurred);

(d)

non-contingent obligations of such person to reimburse any other person for amounts paid by that person under a letter of credit or similar instrument (excluding any letter of credit or similar instrument issued for the account of such person with respect to trade accounts incurred and payable in the ordinary course of trading or business activities to trade creditors that are treated as current payable in the Financial Statements within 365 days of the date they are incurred);

(e)

the amount of any obligation of such person in respect of any Lease;

(f)

any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) will be taken into account);

(g)

amounts raised by such person under any other transaction having the financial effect of a borrowing and which would be classified as a borrowing under IFRS;

(h)

all indebtedness of the types described in the foregoing items secured by a lien on any property or assets owned by such person, whether or not such indebtedness has been assumed by such person;

(i)

any amount raised by the issue of shares which are redeemable (other than at the option of the issuer) before the Termination Date or are otherwise classified as borrowings under IFRS;

(j)

any repurchase obligation or liability of such person with respect to accounts or notes receivable sold by such person, any liability of such person under any sale and leaseback transactions that do not create a liability on the balance sheet of such person, any obligation under a “synthetic lease” or any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such person; and

(k)

the amount of any obligation in respect of any guarantee or indemnity given by such person for any of the foregoing items incurred by any other person (notwithstanding any treatment under IFRS to the contrary).

(a)

the Original Facility Guarantors;

(b)

the Original Nigeria Guarantors; and

(c)

each Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 27 (Changes to the Obligors).

(a)

it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

(b)

the Facility Agent otherwise rescinds or repudiates a Finance Document;

(c)

(if the Facility Agent is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of the definition of Defaulting Lender; or

(d)

an Insolvency Event has occurred and is continuing with respect to the Facility Agent,

(i)

its failure to pay is caused by:

(A)

administrative or technical error; or

(B)

a Disruption Event; and

(ii)

the Facility Agent is disputing in good faith whether it is contractually obliged to make the payment in question.

(a)

is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b)

becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

(c)

makes a general assignment, arrangement or composition with or for the benefit of its creditors;

(d)

institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

(e)

has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it,

(i)

results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

(ii)

is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;

(f)

has exercised in respect of it one or more of the stabilisation powers pursuant to Part 1 of the Banking Act 2009 and/or has instituted against it a bank insolvency proceeding pursuant to Part 2 of the Banking Act 2009 or a bank administration proceeding pursuant to Part 3 of the Banking Act 2009;

(g)

has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

(h)

seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made, by a person or entity described in paragraph (d) above);

(i)

has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;

(j)

causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (i) above; or

(k)

takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

(a)

the principle that certain remedies may be granted or refused at the discretion of the court, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors and secured creditors;

(b)

the time barring of claims under applicable limitation laws (including the Limitation Acts) and defences of acquiescence, set-off or counterclaim and the possibility that an undertaking to assume liability for or to indemnify a person against non-payment of stamp duty may be void;

(c)

the principle that in certain circumstances Security granted by way of fixed charge may be recharacterised as a floating charge or that Security purported to be constituted as an assignment may be recharacterised as a charge;

(d)

the principle that the creation or purported creation of Security over any contract or agreement which is subject to a prohibition on transfer, assignment or charging may be void, ineffective or invalid and may give rise to a breach of the contract or agreement over which Security has purportedly been created;

(e)

the principle that additional interest imposed pursuant to any relevant agreement may be held to be unenforceable on the grounds that it is a penalty and thus void;

(f)

similar principles, rights and defences under the laws of any relevant jurisdiction; and

(g)

any other matters which are set out as qualifications or reservations (however described) as to matters of law in any Legal Opinion.

(a)

an Original Lender; or

(b)

any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with Clause 2.2 (Increase) or Clause 25 (Changes to the Lenders),

(a)

whose participation in the outstanding Loans and whose Available Commitments then aggregate 66⅔% or more of the aggregate of all the outstanding Loans and the Available Commitments of all the Lenders;

(b)

if there is no Loan then outstanding, whose Commitments then aggregate 66⅔% or more of the Total Commitments; or

(c)

if there is no Loan then outstanding and the Total Commitments have been reduced to zero, whose Commitments aggregated 66⅔% or more of the Total Commitments immediately before the reduction.

(a)

the business, operations, assets or financial condition of (i) the Company or (ii) the Group taken as a whole;

(b)

the ability of the Obligors (taken as a whole) to perform their payment obligations under the Finance Documents or the ability of the Company to comply with its obligations under Clause 20.2 (Financial Condition) (and, for the purposes of determining the ability of the Company to comply with its obligations under Clause 20.2 (Financial Condition) taking into account any contractual commitment of any Affiliate of the Company (other than a member of the Group) to provide an Additional Investment under Clause 20.4 (Equity Cure)); or

(c)

subject to the Legal Reservations and Perfection Requirements, the validity or enforceability of, or the effectiveness or ranking of any Security granted or purported to be granted pursuant to any of, the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents.

(i)

subject to paragraph (ix) below, the contribution of a Subsidiary of the Company will be determined from its financial statements which were consolidated into the latest audited consolidated financial statements of the Company;

(ii)

the financial condition of the Group will be determined from the latest audited consolidated financial statements of the Company;

(iii)

if a Subsidiary of the Company becomes a member of the Group after the date on which the latest audited consolidated financial statements of the Company were prepared:

(A)

the contribution of that Subsidiary will be determined from its latest financial statements; and

(B)

the financial condition of the Group will be determined from the latest audited consolidated financial statements of the Company but adjusted to take into account any subsequent acquisition or disposal of a business or a company (including that Subsidiary);

(iv)

subject to paragraph (ix) below, the contribution of a Subsidiary will, if it has Subsidiaries, be determined from its consolidated financial statements;

(v)

if a Material Subsidiary disposes of all or substantially all of its assets to another member of the Group, it will immediately cease to be a Material Subsidiary and the other member of the Group (if it is not the Company or already a Material Subsidiary) will immediately become a Material Subsidiary;

(vi)

if a Material Subsidiary disposes of all or a material part of its assets to a person that is not a member of the Group, the Material Subsidiaries will be determined based on the most recent financial statements referred to in paragraphs (i) and (ii) (or, if applicable paragraph (iii)) above with a pro forma adjustment applied to take account of such disposal;

(vii)

a Subsidiary of the Company (if it is not already a Material Subsidiary) will become a Material Subsidiary on completion of any other intra-Group transfer or reorganisation if it would have been a Material Subsidiary had the intra-Group transfer or reorganisation occurred on the date of the latest audited consolidated financial statements of the Company;

(viii)

except as specifically mentioned in paragraph (v) above, a member of the Group will remain a Material Subsidiary until the next audited consolidated financial statements of the Company delivered to the Facility Agent pursuant to paragraph (a) of Clause 19.1 (Financial Statements) show otherwise;

(ix)

any Subsidiary of the Company (a “Relevant Subsidiary”) that is itself a Holding Company and which has no operations and does not undertake or carry on any business other than the ownership of shares in a Subsidiary or activities consequential on, or incidental to, its role as a Holding Company, will not be a Material Subsidiary, unless:

(A)

such Relevant Subsidiary is a borrower of Financial Indebtedness in excess of USD 10,000,000 (or the equivalent in any other currency) which is provided by a creditor that is not a member of the Group; and

(B)

the Material Subsidiary Test is met in relation to it,

(x)

any Subsidiary of the Company incorporated in Rwanda or Zambia shall not, at any time, constitute a Material Subsidiary unless, after the date of this Agreement:

(A)

a Material Subsidiary or other Subsidiary of the Company (other than a Subsidiary of the Company that is incorporated in Rwanda or Zambia as at the date of this Agreement) transfers sufficient assets, business or undertakings to the relevant Subsidiary incorporated in Zambia or Rwanda (as applicable) and that Subsidiary satisfies the Material Subsidiary Test; or

(B)

the relevant Subsidiary of the Company incorporated in Rwanda or Zambia ceases to operate all or substantially all of its business, or all or substantially all of its assets and undertaking cease to be situated, in each case within its jurisdiction of incorporation (where such business, assets or undertaking is instead located in a different jurisdiction).

(a)

an event of default (however defined or described) under any document evidencing Financial Indebtedness of an Original Material Subsidiary or a Material Subsidiary where the aggregate principal amount outstanding of that Financial Indebtedness is equal to or more than USD 75,000,000 (or the equivalent in any other currency);

(b)

an Event of Default that would arise under Clause 23.5 (Misrepresentation) in respect of paragraph (c) of Clause 18.2 (Status) if the references in that Clause 23.5 (Misrepresentation) to an Obligor were references to a Material Subsidiary; or

(c)

an Event of Default that would arise under Clause 23.8 (Insolvency) to Clause 23.11 (Cessation of Business) (inclusive), Clause 23.15 (Failure to Comply with Court Judgment) and Clause 23.16 (Litigation) if, in each case, the references in such Clauses to the Company (or, as applicable, an Obligor) were references to a Material Subsidiary (other than a Guarantor) provided that:

(i)

(insofar as such Clause refers to a Material Subsidiary by virtue of this paragraph) the reference in Clause 23.15 (Failure to Comply with Court Judgment) to “having a value of at least USD 75,000,000 (or its equivalent in any other currency)” shall be deemed instead to be a reference to “which has or would be reasonably likely to have a Material Adverse Effect”; and

(ii)

where the term Permitted Reorganisation is used in such Clauses, the references in the definition of Permitted Reorganisation to the Company shall be deemed to include references to a Material Subsidiary (other than a Guarantor), shall be subject to the condition that the relevant Permitted Reorganisation would not result in, or be reasonably likely to result in, the occurrence of a Material Subsidiary Event of Default.

(a)

(subject to paragraph (c) (below)) if the numerically corresponding day is not a Business Day, that period will end on the next Business Day in the calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(b)

if there is no numerically corresponding day in the calendar month in which that period is to end, that period will end on the last Business Day in that calendar month;

(c)

if an Interest Period begins on the last Business Day of a calendar month, that Interest Period will end on the last Business Day in the calendar month in which that Interest Period is to end.

(a)

each Original Nigeria Guarantor; and

(b)

each other member of the Nigeria Group that is incorporated in Nigeria and which is an Additional Guarantor.

(a)

up to NGN 165,000,000,000 term credit facility agreement dated on 3 January 2023 between, amongst others, each of IHS (Nigeria) Limited, INT Towers Limited and ITNG as borrowers, Ecobank Nigeria Limited as agent and each of the financial institutions named therein as original lenders, as amended from time to time; and

(b)

up to NGN 55,000,000,000 revolving credit facility agreement dated on 3 January 2023 between, amongst others, each of IHS (Nigeria) Limited, INT Towers Limited and ITNG as borrowers, Ecobank Nigeria Limited as agent and each of the financial institutions named therein as original lenders, as amended from time to time.

(a)

the Company or the Facility Agent (at the request of the Company) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents;

(b)

the consent, waiver or amendment in question requires the approval of all the Lenders; and

(c)

the Majority Lenders have consented or agreed to such waiver or amendment.

(a)

pursuant to a Permitted Reorganisation or Permitted Transaction;

(b)

to which the Facility Agent (acting on the instructions of the Majority ▇▇▇▇▇▇▇) has given prior written consent;

(c)

of assets, a person, of shares, securities or a business or undertaking (or, in each case, any interest in any of them) or the incorporation of a company (or purchase of shares in a shelf company) for the purpose of effecting such acquisition, but only if:

(i)

no (A) Default is continuing or (B) mandatory prepayment event under Clause 7.4 (Mandatory Prepayment – Sanctions Etc.) has occurred and either the 15 Business Day period or 20 day notice period referred to in paragraph (c) of Clause 7.4 (Mandatory Prepayment – Sanctions Etc.) has not expired in relation to any Lender, in each case, on the date on which the relevant member of the Group enters into a legal commitment for that acquisition or is incorporated, or is reasonably likely to occur as a result of that acquisition or that legal incorporation;

(ii)

without prejudice to Clause 22.4 (Sanctions), the assets the subject of the acquisition are not subject to Sanctions and the assets are not located in, nor does the person the subject of the acquisition carry out any of its business in, a Sanctioned Country at the time of the acquisition;

(iii)

subject to Clause 22.24 (Conditions Subsequent); if, upon the acquisition or incorporation of the relevant company it would become a member of the Nigeria Group, the relevant company becomes an Additional Guarantor in accordance with Clause 27.2 (Additional Guarantors); and

(iv)

in the case of an acquisition by a member of the Group of a person that would become a Material Subsidiary (or a Holding Company of such person) only, the relevant member of the Group has delivered to the Facility Agent, not later than the date falling 10 Business Days after the date on which the relevant member of the Group enters into a legal commitment for the relevant acquisition, an updated Financial Model assuming completion of such acquisition on that date, for the period until the Termination Date from the date on which the relevant member of the Group enters into a legal commitment for such proposed acquisition, and the revised Financial Model shows that the Company will not be in breach or default in respect of any of the financial covenants set out in Clause 20 (Financial Covenants) at any time during that period;

(d)

made between members of the Group;

(e)

pursuant to an issue of shares by a member of the Group (other than a member of the Nigeria Group) to another member of the Group, by a member of the Nigeria Group to another member of the Nigeria Group, or by the Company to the extent not giving rise to a Change of Control; and

(f)

comprising the acquisition of securities which are Cash Equivalent Investments.

(a)

of assets by the Group in the ordinary course of trading or business activities;

(b)

between members of the Group (other than by a member of the Nigeria Group);

(c)

between members of the Nigeria Group;

(d)

of assets in exchange for other assets comparable or superior as to type, value or quality;

(e)

the decommissioning of any towers, including but not limited to in connection with tower consolidation purposes;

(f)

of obsolete or redundant assets no longer required for the relevant person’s business;

(g)

of cash by way of a Permitted Loan;

(h)

of cash pursuant to Clause 22.18 (Dividends and Share Redemption) or a Permitted Payment;

(i)

of Cash Equivalent Investments for a comparable amount of cash or in exchange for a comparable amount of other Cash Equivalent Investments;

(j)

arising as a result of the creation of any Permitted Security or (in the case of any member of the Group which is not an Obligor) the creation of any Security to the extent not prohibited by the terms of the Agreement, a Permitted Reorganisation or a Permitted Transaction;

(k)

of cash to the extent not otherwise prohibited by the terms of this Agreement;

(l)

constituted by a licence of intellectual property rights;

(m)

constituted by a licence or sub-licence in the ordinary course of trading or business activities;

(n)

constituted by a lease or licence of real property arising in the ordinary course of trading or business activities of the disposing entity;

(o)

any share sale or issuance by the Company, a Guarantor or a Material Subsidiary or share issuance by any member of the Group or arising as a result of such share sale or issuance;

(p)

arising as a result of the sale of towers, provided that such towers are replaced by towers with an aggregate fair market value that is equal to or greater than the aggregate fair market value of the towers sold;

(q)

of trade receivables earned during a previous accounting period on a non-recourse basis (which may include recourse in respect of warranties and indemnities as to title and validity that are customarily provided in such non-recourse arrangements) and provided that such transaction does not have the commercial effect of a borrowing;

(r)

arising as a result of the disposition of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of trading or business activities or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;

(s)

arising as a result of a foreclosure, condemnation or any similar action with respect to any property or other assets or a surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind;

(t)

arising as a result of a seizure, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority which in each case does not constitute (i) an Event of Default pursuant to Clause 23.10 (Creditors’ Process or Expropriation) or (ii) a mandatory prepayment event pursuant to Clause 7.3 (Mandatory Prepayment – Material Subsidiary Event of Default);

(u)

of treasury shares by any member of the Group that are held following the exercise, in each case on a “cashless” or “net exercise” basis, of any option to purchase corporate stock, shares or membership interests granted to any future, present or former employee, director, officer, contractor or consultant of the Company or any Subsidiary of the Company pursuant to any employee benefit plans or arrangements, including for

(v)

by the Group (other than an Obligor or a Material Subsidiary) to the extent not otherwise restricted by the terms of this Agreement;

(w)

to a Joint Venture, to the extent permitted by Clause 22.12 (Joint Ventures); and

(x)

arising under any single transaction or series of related transactions that involves assets having a fair market value of less than the greater of USD 25,000,000 (or its equivalent in other currencies) and an amount equal to zero point eight per cent. (0.8%) of Total Assets.

(a)

arising under the Finance Documents;

(b)

arising under a Nigeria Group Credit Facility;

(c)

arising under the IHS Holding USD Term Facility;

(d)

arising under the Revolving Credit Facility;

(e)

arising under a Senior Notes Indenture;

(f)

arising under a Permitted Loan or a Permitted Guarantee;

(g)

under any Lease;

(h)

comprising of deferred consideration arising in connection with a Permitted Acquisition, provided that:

(i)

such deferred consideration shall not exceed 75% of the total consideration (excluding any post-completion adjustments and/or earnouts) for that Permitted Acquisition;

(ii)

the deferred consideration is payable in full by no later than the date falling 18 months after the completion date for that Permitted Acquisition; and

(iii)

if such deferred consideration is not paid or discharged when due, it shall be either:

(A)

automatically converted into an equitable interest in the Company, with the Company having no residual indebtedness or other liability in connection with such deferred consideration following such conversion; or

(B)

subordinated to the claims of the Finance Parties under this Agreement on terms satisfactory to the Majority Lenders;

(i)

under derivative transactions entered into in connection with protection against or benefit from fluctuation in any interest or currency rates or commodity prices that arise in the ordinary course of trading or business, but not transactions for investment or speculative purposes;

(j)

of a member of the Group (other than the Company or any member of the Nigeria Group), provided that such Financial Indebtedness does not exceed the Priority Debt Cap at any time;

(k)

arising under any refinancing of any Permitted Financial Indebtedness;

(l)

arising under any Existing Material Subsidiary Debt Facility;

(m)

of any person acquired by the Company or any member of the Group after the date of this Agreement (which is incurred under arrangements in existence at the date of acquisition, but not incurred or increased in contemplate of, or since, that acquisition), provided that such acquisition is a Permitted Acquisition and the Company has delivered to the Facility Agent a Financial Model referred to in paragraph (c) of the definition of Permitted Acquisition;

(n)

arising under any letter of credit, banker’s acceptances, overdrafts or daylight borrowing facilities entered into by a member of the Group in the ordinary course of trading or business activities;

(o)

any liability arising as a result of a fiscal unity (fiscale eenheid) for Dutch corporate tax or VAT purposes or of any other jurisdiction having similar effect;

(p)

any liability in respect of any member of the Group incorporated in The Netherlands arising under a declaration of joint and several liability (hoofdelijke aansprakelijkheid) as referred to in Section 2:403 of the Dutch Civil Code; and

(q)

of a member of the Group, which is not permitted by the preceding paragraphs, provided that the Leverage Ratio and Interest Cover Ratio, calculated by reference to the most recent Annual Financial Statements or Quarterly Financial Statements delivered to the Facility Agent in accordance with Clause 19.1 (Financial Statements) and the relevant Compliance Certificate, after giving pro forma effect to the incurrence of such Financial Indebtedness in full and adjusted for the incurrence of other indebtedness since the last Quarter Date and including any other relevant adjustments to take into account the activities of the Group since the last Quarter Date, comply with the covenanted ratios for the immediately following Quarter Date set out in Clause 20.2 (Financial Condition).

(a)

the endorsement of negotiable instruments in the ordinary course of trading or business activities of any member of the Group;

(b)

any guarantee, performance or similar bond guaranteeing performance by any member of the Group under any contract entered into in the ordinary course of trading or business activities of the Group;

(c)

any guarantee given by a member of the Group in relation to or comprising of Permitted Financial Indebtedness (other than under paragraph (f) or paragraph (j) of the definition of Permitted Financial Indebtedness);

(d)

any guarantee given by a member of the Group (other than by any member of the Nigeria Group) in relation to any Financial Indebtedness incurred under paragraph (l) of the definition of Permitted Financial Indebtedness;

(e)

any guarantee given by the Company in favour of a creditor in respect of any Financial Indebtedness of a Subsidiary of the Company, where the aggregate Financial Indebtedness of that Subsidiary does not exceed 1.5 times its equity value (being the sum of that Subsidiary’s paid up capital and the amount of any shareholder loans made available to it, calculated by reference to the pro forma financial statements of that Subsidiary);

(f)

any guarantee listed in Schedule 12 (Existing Guarantees), together with any guarantees replacing any of the same where the aggregate liability under the replacement guarantee is not greater than the aggregate liability under the guarantee

(g)

any guarantee or indemnity given by the Company in connection with an acquisition or disposal transaction which is a Permitted Acquisition or Permitted Disposal which guarantee or indemnity is in customary form and subject to customary limitations;

(h)

any indemnity given in the ordinary course of the documentation of an acquisition or disposal transaction which is a Permitted Acquisition or Permitted Disposal which indemnity is in a customary form and subject to customary limitations;

(i)

any liability arising as a result of a fiscal unity (fiscale eenheid) for Dutch corporate tax or value added tax purposes or of any other jurisdiction having similar effect;

(j)

any liability in respect of any member of the Group incorporated in The Netherlands arising under a declaration of joint and several liability (hoofdelijke aansprakelijkheid) as referred to in Section 2:403 of the Dutch Civil Code;

(k)

any guarantee not otherwise permitted given by a member of the Group in respect of any indebtedness the principal amount of which (when aggregated with the principal amount of any other indebtedness guaranteed by any member of the Group under this paragraph, without double counting) does not at any time exceed the greater of USD 75,000,000 (or its equivalent in other currencies) and 3.0% of the Total Assets, provided that the aggregate principal amount of indebtedness guaranteed by a member of the Nigeria Group under this paragraph shall not at any time (when aggregated with the principal amount of any other indebtedness guaranteed by any other member of the Nigeria Group under this paragraph, without double counting) exceed USD 75,000,000; and

(l)

guarantees not otherwise permitted where the aggregate liability of members of the Group under all such guarantees does not exceed USD 10,000,000 (or its equivalent in other currencies) in total at any time.

(a)

no:

(i)

Default is continuing; or

(ii)

mandatory prepayment event under Clause 7.4 (Mandatory Prepayment – Sanctions Etc.) has occurred and either the 15 Business Day period or 20 day notice period referred to in paragraph (c) of Clause 7.4 (Mandatory Prepayment – Sanctions Etc.) has not expired in relation to any Lender,

(b)

no co-investor, partner or other investor in such Joint Venture is a Restricted Party;

(c)

none of the assets owned by, or the subject of, the Joint Venture are located in a Sanctioned Country; and

(d)

none of the Joint Venture’s business operations is or will be carried out in any Sanctioned Country and the Joint Venture is not incorporated or established in a Sanctioned Country,

(i)

all amounts subscribed for shares in, lent to, or invested in all such Joint Ventures by any member of the Nigeria Group;

(ii)

the contingent liabilities of any member of the Nigeria Group under any guarantee given in respect of the liabilities of any such Joint Venture; and

(iii)

the market value of any assets transferred by any member of the Nigeria Group to any such Joint Venture,

(a)

any trade credit extended by the Company, an Obligor or a Material Subsidiary to its customers on normal commercial terms and in the ordinary course of trading or business activities;

(b)

any loan made by any member of the Group to any other member of the Group, provided that the aggregate amount of all loans made by any member of the Nigeria Group to Subsidiaries of the Company (other than to a member of the Nigeria Group) does not exceed USD 50,000,000 (or its equivalent in other currencies) at any time;

(c)

a loan made by the Company, an Obligor or a Material Subsidiary to an employee or director of the Group, provided that the amount of that loan when aggregated with the amount of all loans to employees and directors by the Company, an Obligor or a Material Subsidiary does not exceed the greater of USD 20,000,000 (or its equivalent in other currencies) and an amount equal to zero point five per cent. (0.5%) of Total Assets at any time;

(d)

a loan made by the Company to any party that is a co-investor with the Company or any of its Subsidiaries in a Joint Venture, for the purposes of funding that co-investor’s investment in the Joint Venture, provided that such Joint Venture is consolidated for accounting purposes by the Company on or promptly after the date of such investment; and

(e)

any loans or credit not falling into any of the above paragraphs provided that the aggregate principal amount of all such loans or credit does not at any time exceed USD 55,000,000 (or the equivalent in any other currency).

(a)

a payment of scheduled interest and or principal payment under loans permitted under paragraph (b) of Permitted Loan;

(b)

a payment by the Company in connection with management and related holding company fees and expenses payable to any of its Affiliates, provided that:

(i)

no Default has occurred and is continuing at such time or would result from the making of the payment; and

(ii)

the Relevant Test set out in paragraph (f) below is satisfied in respect of such payment;

(c)

repurchases of management equity in an amount of up to the greater of USD 20,000,000 (or its equivalent in other currencies) and an amount equal to zero point five per cent. (0.5%) of Total Assets at any time in any Financial Year, provided that:

(i)

no Default has occurred and is continuing at such time or would result from the making of the payment; and

(ii)

the Relevant Test set out in paragraph (f) below is satisfied in respect of such payment;

(d)

payments made or expected to be made by the Company pursuant to the exercise, in each case on a “cashless” or “net exercise” basis, of any option to purchase corporate stock, shares or membership interests granted to any future, present or former employee, director, officer, contractor or consultant of the Company or any Subsidiary of the Company pursuant to any employee benefit plans or arrangements, including for the purpose of satisfying any taxes (including estimated taxes) due as a result of the exercise of any such option;

(e)

a declaration and payment by the Company of dividends on the common stock or common equity interests of the Company or any Holding Company following an Equity Offering of such common stock or common equity interests, provided that:

(i)

no Default has occurred and is continuing at such time or would result from the making of the payment; and

(ii)

such amount does not exceed in any fiscal year:

(A)

6.00% of the net cash proceeds received by the Company from such Equity Offering or contributed to the equity (other than through the issuance of “Disqualified Stock” or “Designated Preference Shares” (each as defined in the Sierra Senior Notes Indenture) or through an “Excluded Contribution” or “Excluded Amounts” or a “Parent Debt Contribution” (each as defined in the Sierra Senior Notes Indenture)) of the Company; and

(B)

following an Equity Offering, an amount equal to 6.00% of the Market Capitalisation provided that, in the case of this clause (B) after giving pro forma effect to such loans, advances, dividends or distributions, the Leverage Ratio shall be equal to or less than 4.00 to 1.00; and

(f)

a payment not otherwise permitted by the preceding paragraphs, by the Company, provided that:

(i)

no Default has occurred and is continuing at such time or would result from the making of the payment; and

(ii)

the Leverage Ratio and Interest Cover Ratio, calculated at the time such payment is to be made (on a pro forma basis after including in the calculations of such ratio the amount of the payment to be made), calculated by reference to the most recent Annual Financial Statements or Quarterly Financial Statements delivered to the Facility Agent in accordance with Clause 19.1 (Financial Statements) and the relevant Compliance Certificate, adjusted for the incurrence of any Financial Indebtedness since the last Quarter Date and including any other relevant adjustments to take into account the activities of the Group since the last Quarter Date, comply with the covenanted ratios for the immediately following Quarter Date set out in Clause 20.2 (Financial Condition) (the “Relevant Test”),

(a)

a reorganisation on a solvent basis involving the business or assets of, or shares of any member of the Group:

(i)

where the relevant member of the Group remains the surviving entity and the jurisdiction of incorporation of such member of the Group remains the same; and

(ii)

where the Finance Parties (or the Security Agent on their behalf) will continue to have the same or substantially equivalent security over the same or substantially equivalent assets (to the extent such assets, shares or other interests are not disposed of as permitted under this Agreement) and, to the extent applicable, benefit from the same or substantially equivalent guarantees, but subject always to, the terms of this Agreement (and the Facility Agent has received a legal opinion to this effect in form and substance satisfactory to it);

(b)

for the purposes of the definitions of Permitted Acquisition and Permitted Disposal only, in respect of a Material Subsidiary which is not a Guarantor, a reorganisation involving the business or assets of, or shares of that entity where the relevant entity remains the surviving entity and the jurisdiction of incorporation of the relevant entity remains the same;

(c)

a transfer of all of the issued share capital of the Company to a newly incorporated holding company, subject to the conditions in the definition of Change of Control;

(d)

any merger or reorganisation of two or more members of the Group (other than the Company) where either:

(i)

one of such members of the Group is the surviving entity; or

(ii)

the issued share capital of all such entities is transferred to another existing member of the Group or a newly incorporated entity,

(A)

where a member of the Group is the surviving entity, the jurisdiction of incorporation of such member of the Group remains the same;

(B)

where a newly incorporated entity is the surviving entity, its jurisdiction of incorporation is the same as that of any member of the Group undergoing such merger or reorganisation; and

(C)

where any such member of the Group subject to such merger or reorganisation is an Obligor:

(1)

the surviving entity is an Obligor; or

(2)

if, as a result of the laws applicable in the jurisdiction of the entities subject to such merger or reorganisation, it is not possible for the surviving entity to effectively accede to this Agreement as a Guarantor prior to the date of such merger or reorganisation, the Company shall provide written notice to the Facility Agent on or around the date of completion of the relevant merger or reorganisation of such merger or reorganisation occurring (the “Effective Reorganisation Date”) and procure that the surviving entity shall accede to this Agreement promptly and in any event within no more than 10 Business Days of the Effective Reorganisation Date; and

(e)

any other reorganisation approved by the Majority Lenders.

(a)

any charge or lien  (including any netting or set-off as a result of a fiscal unity (fiscale eenheid) for Dutch tax purposes) arising by operation of law and in the ordinary course of trading or business activities of the Company or a Material Subsidiary and not as a result of any default or omission by the Company or the Material Subsidiary;

(b)

any retention of title arrangements, hire purchase or conditional sale arrangement or arrangements having similar effect arising in the ordinary course of trading or business activities of the Company or a Material Subsidiary with suppliers of goods to the Company or a Material Subsidiary on the supplier’s standard or usual terms and not arising as a result of any default or omission by the Company or the relevant Material Subsidiary and which is discharged within a period of time customary for such arrangements;

(c)

any Security created:

(i)

under or pursuant to any Finance Document (including the Security Documents); or

(ii)

in connection with a Bridge Facility, provided that the Security granted is only over the shares (or similar ownership interests) in, or any receivables owed to or by, or any assets of:

(A)

the relevant target acquired using funds made available pursuant to that Bridge Facility;

(B)

the relevant bidco or bidcos incorporated for the purposes of acquiring that target or its assets; and/or

(C)

the Holding Company (other than an Obligor) of that bidco or bidcos;

(d)

any Security or Quasi-Security listed in Schedule 11 (Existing Security), together with any Security or Quasi-Security replacing any of the same where the assets subject to the replacement Security or Quasi-Security are the same (or part of the same) assets subject to the Security or Quasi-Security being replaced;

(e)

any netting or set-off arrangement entered into under a derivative transaction and excluding any Security or Quasi-Security under a credit support arrangement;

(f)

any Security over or affecting any asset acquired by the Company or a Material Subsidiary after the date of this Agreement, if:

(i)

the Security was not created in contemplation of the acquisition of that asset by the Company or the Material Subsidiary;

(ii)

the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by the Company or the Material Subsidiary; and

(iii)

such Security is released or discharged within three months of the date of acquisition of the asset (unless permitted to remain under any other paragraph of this definition);

(g)

any Security arising under any Lease over the operating asset subject to the Lease provided that the Financial Indebtedness secured thereby is permitted pursuant to the Finance Documents;

(h)

any Security over goods and documents of title to goods arising in the ordinary course of a documentary credit transaction entered into in the ordinary course of trading or business activities of the Company or a Material Subsidiary;

(i)

any netting or set-off arrangement entered into by the Company or a Material Subsidiary arising in connection with a cash management or pooling arrangement entered into in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances of the Company or a Material Subsidiary but only so long as (i) such arrangement is not established with the primary intention of preferring any lenders, and (ii) any overdraft facility connected with such arrangement is permitted under the Finance Documents;

(j)

any Security over rental deposits arising in the ordinary course of trading or business activities of the Company or a Material Subsidiary in respect of any property leased or licensed by the Company in respect of amounts representing not more than 12 Months’ rent payments for that property;

(k)

any Security over bank accounts granted as part of that the relevant bank’s standard terms and conditions (including but not limited to any Security or Quasi-Security arising under clause 24 or 25 of the general banking conditions (algemene bankvoorwaarden) of any member of the Dutch Bankers’ Association (Nederlandse Vereniging ▇▇▇ ▇▇▇▇▇▇) or any similar term applied by a financial institution in a jurisdiction where a member of the Group has a bank account pursuant to its general terms and conditions);

(l)

any Security relating to payments into court or arising under any court order or injunction or security for costs arising in connection with any litigation or court proceedings being contested by the Company or a Material Subsidiary in good faith (and which do not otherwise give rise to an Event of Default);

(m)

any Security arising pursuant to an order of attachment or injunction restraining disposal of assets or similar legal process arising in connection with court proceedings which are contested by the Company or a Material Subsidiary in good faith by appropriate proceedings and which do not otherwise give rise to an Event of Default and would not otherwise be reasonably expected to have a Material Adverse Effect;

(n)

any Security over cash paid into an escrow account by any third party, the Company, an Obligor or a Material Subsidiary pursuant to any customary deposit or retention of purchase price arrangements entered into pursuant to any Permitted Acquisition;

(o)

any Security arising automatically by operation of law in favour of any government authority or organisation in respect of taxes, assessments or governmental charges which are being contested by the Company or a Material Subsidiary in good faith by appropriate proceedings and which would not be reasonably expected to have a Material Adverse Effect and in respect of which the Company or a Material Subsidiary has made adequate reserves;

(p)

any cash collateral provided in respect of letters of credit or bank guarantees to the issuer of such letters of credit or bank guarantees to the extent the Financial Indebtedness in relation to which such letters of credit or bank guarantees relate is permitted under the Finance Documents;

(q)

any Security on property or assets of a member of the Group (that is not a member of the Nigeria Group) to secure indebtedness of that member of the Group or any other Subsidiary of the Company that is not a member of the Nigeria Group, to the extent such Security is securing Financial Indebtedness incurred under paragraph (l) of the definition of Permitted Financial Indebtedness;

(r)

any Security or Quasi-Security to secure the performance of statutory obligations, trade contracts, insurance, surety or appeal bonds, workers compensation obligations, leases (including, without limitation, statutory and common law landlord’s liens), performance bonds, surety and appeal bonds or other obligations of a like nature incurred (including to secure letters of credit issued to assure payment of such obligations) or in connection with bids, tenders, contracts or leases to secure licenses, public or statutory obligations, in each case, incurred in the ordinary course of trading or business;

(s)

any Security or Quasi-Security on cash, Cash Equivalent Investments or other property arising in connection with the defeasance, discharge or redemption of Financial Indebtedness in the ordinary course of such Financial Indebtedness provided that no Event of Default is continuing at the date such Security or Quasi-Security is granted;

(t)

any Security or Quasi-Security on specific items of inventory or other goods (and the proceeds thereof) of any person securing such person’s obligations in respect of bankers’ acceptances issued or created in the ordinary course of business for the account of such person to facilitate the purchase, shipment or storage of such inventory or other goods;

(u)

any Security or Quasi-Security on property or assets under construction (and related rights) in favour of a contractor or developer or arising from progress or partial payments by a third party relating to such property or assets provided that such Security or Quasi-Security is released as soon as reasonably practicable (taking into consideration any relevant local law limitations and formalities) upon the discharge or release in full of the obligations secured by such Security or Quasi-Security;

(v)

any Security or Quasi-Security created with the prior written consent of the Majority Lenders; and

(w)

any Security securing indebtedness the principal amount of which (when aggregated with the principal amount of any other indebtedness which has the benefit of Security given by the Company or any member of the Group other than any permitted under the preceding paragraphs) does not at any time exceed the greater of USD 100,000,000 (or its equivalent in other currencies) and 2.0% of the Total Assets at any time outstanding.

(a)

any transaction (other than (i) any sale, lease, license, transfer or other disposal and (ii) the granting or creation of Security or the incurring or permitting to subsist of Financial Indebtedness) conducted in the ordinary course of trading or business activities of the relevant person on arm’s length terms;

(b)

the liquidation (solvent or otherwise) of any member of the Group that is not a Material Subsidiary and is not an Obligor and which, at such point in time, is not a party to any agreement or other transactions and does not trade and provided that:

(i)

as a result of such liquidation, all assets (to the extent existing after the relevant liquidation or to the extent not otherwise permitted to be disposed of) of that member of the Group are transferred to another member of the Group; and

(ii)

such liquidation could not reasonably be expected to have a material and adverse impact (directly or indirectly) on the Company, any other Obligor or any Material Subsidiary (whether pursuant to any requirement to make payment under a guarantee or otherwise); and

(c)

the solvent liquidation or sale, lease, license, transfer or other disposal of Nigeria Tower Interco B.V..

(a)

for the purpose of determining a Lender’s participation in a Utilisation, the proportion which its Available Commitment then bears to the Available Facility; and

(b)

for any other purpose:

(i)

the proportion which a ▇▇▇▇▇▇’s participation in the Loans then bears to all the Loans;

(ii)

if there is no Loan then outstanding, the proportion which its Commitment then bears to the Total Commitments; or

(iii)

if there is no Loan then outstanding and the Total Commitments have been reduced to zero, the proportion which its Commitment bore to the Total Commitments immediately before the reduction.

(a)

the applicable Term SOFR as of the Specified Time and for a period equal in length to the Interest Period of that Loan; or

(b)

as otherwise determined pursuant to Clause 10.1 (Unavailability of Term SOFR),

(a)

a fund which is managed or advised by the same investment manager or investment adviser as the first fund; or

(b)

if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

(a)

its jurisdiction of incorporation; and

(b)

any jurisdiction where any asset subject to any Security created or expressed to be created by it under a Security Document is situated.

(a)

in relation to the Company, each of the representations and warranties set out in paragraphs (a) and (b) of Clause 18.2 (Status), Clauses 18.3 (Binding Obligations) to 18.7 (Governing Law and Enforcement) (inclusive), and paragraph (a) of Clause 18.10 (No Default), Clause 18.15 (Good Title) and paragraph (a)(i) of Clause 18.20 (Sanctions); and

(b)

in relation to a Guarantor, each of the representations and warranties set out in paragraph (b) of Clause 18.2 (Status), Clause 18.3 (Binding Obligations), Clause 18.4 (Non-Conflict with other Obligations), Clause 18.5 (Power and Authority), Clause 18.6 (Validity and Admissibility in Evidence), Clause 18.7 (Governing Law and Enforcement), paragraph (a) of Clause 18.10 (No Default) and paragraph (a)(i) of Clause 18.20 (Sanctions).

(a)

listed on, or owned or controlled by a person listed on, or acting on behalf or at the direction of a person listed on, any Sanctions List;

(b)

located in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf or at the direction of, a person located in or organised under the laws of a country or territory which is a Sanctioned Country; or

(c)

otherwise a target of Sanctions (“target of Sanctions” meaning a person with whom a US person or other legal or natural person subject to the jurisdiction or authority of a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities without all appropriate licenses or exemptions issued by all applicable Sanctions Authorities).

(a)

the United States of America;

(b)

the United Nations;

(c)

the European Union;

(d)

the United Kingdom;

(e)

France;

(f)

the Cayman Islands government, including pursuant to any sanctions legislation extended to the Cayman Islands by order of the His Majesty in Council; and/or

(g)

the respective governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury, the United States Department of State and His Majesty’s Treasury,

(a)

the Rialto Senior Notes; and

(b)

the Sierra Senior Notes.

(a)

the Rialto Senior Notes Indenture; and

(b)

the Sierra Senior Notes Indenture.

(a)

a Company Shareholder Loan; and

(b)

any Nigeria Shareholder Loan.

(a)

any corporation, association or other business entity of which more than 50% of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that person or one or more of the other Subsidiaries of that person (or a combination thereof);

(b)

any partnership or limited liability company of which (a) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such person or one or more of the other Subsidiaries of that person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (b) such person or any Subsidiary of such person is a controlling general partner or otherwise controls such entity; or

(c)

any corporation, company, association, partnership, limited liability company or other business entity which is or is eligible to be consolidated in the financial statements of such person in accordance with IFRS.

(a)

the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

(b)

the date on which the Facility Agent executes the relevant Assignment Agreement or Transfer Certificate.

(a)

a Saturday or Sunday; and

(b)

a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US Government securities.

(a)

any value added tax imposed by the Value Added Tax Act 1994;

(b)

any Tax imposed in compliance with Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

(c)

any other Tax of a similar nature whether imposed in the United Kingdom or in a member state of the European Union in substitution for, or levied in addition to, such Tax referred to in paragraphs (a) or (b) above, or imposed elsewhere.

(a)

in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;

(b)

in relation to the UK Bail-In Legislation, any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial

(c)

in relation to any other applicable Bail-In Legislation:

(i)

any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii)

any similar or analogous powers under that Bail-In Legislation.

1.2

Construction

(a)

Unless this Agreement expressly provides to the contrary, any reference in this Agreement to:

(i)

a Party or any other person includes its successors in title, permitted assigns and permitted transferees to, or of, all or any combination of its rights and obligations under the Finance Documents;

(ii)

an amendment includes a supplement, novation, extension (whether of maturity or otherwise), restatement, re-enactment or replacement (however fundamental and whether or not more onerous) and amended will be construed accordingly;

(iii)

assets includes present and future properties, revenues and rights of every description;

(iv)

a Lender’s “cost of funds” in relation to its participation in a Loan is a reference to the average cost (determined either on an actual or a notional basis) which that ▇▇▇▇▇▇ would incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount of that participation in that Loan for a period equal in length to the Interest Period of that Loan;

(v)

disposal includes a sale, transfer, assignment, grant, lease, licence, declaration of trust or other disposal, whether voluntary or involuntary, and dispose will be construed accordingly;

(vi)

guarantee means (other than in Clause 16 (Guarantee and Indemnity) and the Nigeria Guarantee) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

(vii)

a Finance Document or any other agreement or instrument includes (without prejudice to any restriction on amendments) any amendment to that Finance Document or other agreement or instrument, including any change in the purpose of, any extension of or any increase in the amount of a facility or any additional facility;

(viii)

a group of Lenders includes all the Lenders and a group of Finance Parties includes all the Finance Parties;

(ix)

indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(x)

know your customer checks is the identification checks that a Finance Party requests to meet its obligations under any applicable law or regulation to identify a person who is (or is to become) its customer;

(xi)

a person includes any individual, firm, company, exempted company, corporation, government, state or agency of a state or any association or body (including a partnership, trust, fund, joint venture or consortium), or any other entity (whether or not having separate legal personality);

(xii)

a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the force of law, being of a type with which a person to which it applies is generally accustomed to comply) of any governmental, inter- governmental or supranational body, agency or department, or of any regulatory, self-regulatory or other authority or organisation;

(xiii)

a currency is a reference to the lawful currency for the time being of the relevant country;

(xiv)

a provision of law is a reference to that provision as amended and includes any subordinate legislation; and

(xv)

a time of day is a reference to London time.

(b)

The determination of the extent to which a rate is for a period equal in length to an Interest Period will disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

(c)

A Clause or a Schedule is a reference to a clause of or a schedule to this Agreement.

(d)

The headings in this Agreement are for ease of reference only and do not affect its interpretation.

(e)

EUR denotes the lawful currency of the Participating Member States.

(f)

NGN denotes the lawful currency of Nigeria.

(g)

$, USD, US dollars and dollars denote the lawful currency of the United States of America.

(h)

Unless this Agreement expressly provides to the contrary:

(i)

a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement;

(i)

a Default (including an Event of Default) is continuing if it has not been remedied or waived and an Event of Default is also continuing if the Facility Agent has accelerated in full all amounts outstanding under the Finance Documents at a time when an Event of Default was otherwise continuing; and

(ii)

any obligation of an Obligor under the Finance Documents which is not a payment obligation remains in force for so long as any payment obligation of any Obligor is outstanding or any Commitment is in force under the Finance Documents.

(iii)

Any reference within a Clause to this Clause means the entirety of that Clause.

(j)

A reference in this Agreement to a page or screen of an information service displaying a rate shall include:

(i)

any replacement page of that information service which displays that rate; and

(ii)

the appropriate page of such other information service which displays that rate from time to time in place of that information service,

1.3

Third Party Rights

(a)

Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Third Parties Act to enforce or to enjoy the benefit of any term of this Agreement.

(b)

Subject to paragraph (b) of Clause 38.3 (Other Exceptions) but otherwise notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

1.4

Dutch Terms

(a)

The Netherlands means the European part of the Kingdom of the Netherlands and Dutch means in or of The Netherlands;

(b)

works council means each works council (ondernemingsraad) or central or groups works council (central of groeps ondernemingsraad) having jurisdiction over that person;

(c)

a necessary action to authorise includes any action required to comply with the Works Councils Act of The Netherlands (Wet op de ondernemingsraden), followed by a positive advice (advies) from the works council of that person;

(d)

financial assistance includes any act contemplated by Section 2:98c of the Dutch Civil Code;

(e)

constitutional documents means the articles of association (statuten) and deed of incorporation (akte van oprichting) and an up-to-date extract of registration of the Trade Register of the Dutch Chamber of Commerce;

(f)

a security interest or security includes any mortgage (hypotheek), pledge (pandrecht), retention of title arrangement (eigendomsvoorbehoud), right of retention (recht van retentie), right to reclaim goods (recht van reclame) and any right in rem (beperkt recht) created for the purpose of granting security (goederenrechtelijke zekerheid);

(g)

a winding-up, administration or dissolution includes declared bankrupt (failliet verklaard) or dissolved (ontbonden);

(h)

a moratorium includes surseance van betaling and a moratorium is declared includes surseance verleend;

(i)

any procedure or step taken in connection with insolvency proceedings includes that person having filed a notice under Section 36 of the Tax Collection Act of The Netherlands (Invorderingswet 1990);

(j)

a liquidator includes a curator;

(k)

an administrator includes a bewindvoerder, a herstructureringsdeskundige or an observator;

(l)

a receiver or an administrative receiver does not include a curator or bewindvoerder; and

(m)

an attachment includes a beslag.

1.5

Exchange Rate Fluctuations and Baskets

1.6

Electronic Signatures

2.

The Facility

2.1

The Facility

2.2

Increase

(a)

The Company may by giving prior notice to the Facility Agent by no later than the date falling 30 Business Days after the effective date of a cancellation of:

(i)

the Available Commitments of a Defaulting Lender in accordance with Clause 7.10 (Right of Cancellation in Relation to a Defaulting Lender);

(ii)

the Commitments of a Lender in accordance with:

(A)

Clause 7.1 (Mandatory Prepayment – Illegality); or

(B)

Paragraph (a) of Clause 7.9 (Right of Replacement or Repayment and Cancellation in Relation to a Single Lender);

(C)

the increased Commitments will be assumed by one or more Lenders or other banks or financial institutions (each an “Increase Lender”) selected by the Company and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender (for the avoidance of doubt, no Party shall be obliged to assume the obligations of a Lender pursuant to this Clause 2.2 without the prior consent of that Party);

(D)

the Company and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Company and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender;

(E)

each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender;

(F)

the Commitments of the other Lenders shall continue in full force and effect; and

(G)

any increase in the Commitments relating to the Facility shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied.

(b)

An increase in the Commitments relating to the Facility will only be effective on:

(i)

the execution by the Facility Agent of an Increase Confirmation from the relevant Increase Lender; and

(ii)

in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase the performance by the Facility Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Facility Agent shall promptly notify the Company and the Increase Lender.

(c)

Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective.

(d)

The Company shall promptly on demand pay the Facility Agent and the Security Agent the amount of all costs and expenses (including legal fees) reasonably incurred by either of them and, in the case of the Security Agent, by any Receiver or Delegate in connection with any increase in Commitments under this Clause 2.2.

(e)

The Company may pay (or procure the payment) to the Increase Lender a fee in the amount and at the times agreed between the Company and the Increase Lender in a Fee Letter.

(f)

Each Party shall co-operate to ensure that, on and following the date on which any increase in Commitments is effective, the proportion of the aggregate amount of all Loans under the affected Facility which each Lender holds is the same as the proportion which the Commitment of each Lender at such time bears to the Total Commitments.

(g)

Clause 25.4 (Limitation of Responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to:

(i)

an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase;

(ii)

the “New Lender” were references to that “Increase Lender”; and

(iii)

a re-transfer and re-assignment were references to respectively a transfer and assignment.

2.3

Finance Parties’ Rights and Obligations

(a)

The obligations of each Finance Party under the Finance Documents are several.

(b)

Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents.

(c)

No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(d)

The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and they include the right to repayment of any debt owing to that Finance Party under the Finance Documents.

(e)

Any debt arising under the Finance Documents to a Finance Party is a separate and independent debt. Any part of a Loan or any other amount owed by an Obligor which relates to a Finance Party’s participation in the Facility or its role under a Finance Document is a debt owing to that Finance Party by that Obligor (including if it is payable to an Agent on that Finance Party’s behalf).

(f)

A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.

2.4

Obligors’ Agent

(a)

Each Obligor (other than the Company) by its execution of this Agreement or an Accession Letter irrevocably appoints the Company (acting through one or more

(i)

the Company on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and

(ii)

each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Company,

(b)

Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.

3.

Purpose

3.1

Purpose

(a)

the payment and cancellation (or the reimbursement of the Company for the prior payment and cancellation) of any Financial Indebtedness permitted under paragraph (n) of the definition of Permitted Financial Indebtedness incurred by any member of the Nigeria Group which is denominated in dollars;

(b)

general corporate purposes of the Group including, but not limited to, capital expenditure, the financing of (i) working capital requirements of the Group and (ii) the purchase price of any acquisition from time to time and any related fees, costs and expenses; and/or

(c)

payment of costs and expenses incurred in connection with the Finance Documents.

3.2

Monitoring

4.

Conditions of Utilisation

4.1

Initial Conditions Precedent

4.2

Further Conditions Precedent

(a)

no Default is continuing or would result from the proposed Loan;

(b)

the Repeating Representations are correct in all material (except where that representation and warranty is already qualified by materiality under Clause 18 (Representations)) respects; and

(c)

no Material Subsidiary Event of Default is continuing.

4.3

Maximum Number

(a)

No Utilisation Request may be given if, as a result of the proposed Utilisation more than two Loans would be outstanding.

(b)

The Company may not request that a Loan be divided.

5.

Utilisation

5.1

Delivery of a Utilisation Request

5.2

Completion of a Utilisation Request

(a)

A Utilisation Request for a Loan is irrevocable and will not be regarded as having been duly completed unless:

(i)

the proposed Utilisation Date is a Business Day within the Availability Period;

(ii)

the currency and amount of the Loan comply with Clause 5.3 (Currency and Amount); and

(iii)

the proposed Interest Period of the Loan complies with Clause 9 (Interest Periods).

(b)

Only one Loan may be requested in each Utilisation Request.

5.3

Currency and Amount

(a)

The currency specified in a Utilisation Request must be USD.

(b)

The amount of the proposed Loan must be:

(i)

a minimum of USD 10,000,000 and an integral multiple of USD 5,000,000 or, if less, the Available Facility; or

(ii)

such other amount as the Facility Agent may agree,

5.4

Lenders’ Participation

(a)

If the conditions set out in this Agreement have been met each Lender must make its participation in a requested Loan available by the Utilisation Date through its Facility Office to the Facility Agent.

(b)

The amount of each Lender’s participation in a Loan will be its Pro Rata Share immediately before making the Loan.

(c)

No Lender is obliged to participate in a Loan if, as a result:

(i)

its participation in the Loans would exceed its Commitment; or

(ii)

the Loans would exceed the Total Commitments.

(d)

The Facility Agent must notify each Lender of the details of each Loan and the amount of its participation in that Loan and, if different, the amount of that participation to be made available in accordance with Clause 32.1 (Payments to the Facility Agent) by the Specified Time.

6.

Repayment

6.1

Repayment of Loans

(a)

The Company shall repay the aggregate outstanding amount of the Loans in instalments (each a “Repayment Instalment”) by repaying on each Repayment Date an amount which reduces the amount of the outstanding aggregate Loans by the amount set out opposite that Repayment Date below (each a “Repayment Instalment”):

(b)

The Company may not reborrow any part of the Facility which is repaid.

6.2

Effect of cancellation and prepayment on scheduled repayments and reductions

(a)

If the Company cancels the whole or any part of any Available Commitment in accordance with Clause 7.8 (Right of cancellation and repayment in relation to a single Lender) or Clause 7.10 (Right of cancellation in relation to a Defaulting Lender) or if the Available Commitment of any Lender is cancelled under Clause 7.1 (Mandatory prepayment - Illegality), Clause 7.2 (Mandatory prepayment – Change of Control), Clause 7.3 (Mandatory prepayment- Material Subsidiary Event of Default) or Clause 7.4 (Mandatory prepayment – Sanctions Etc.), then (other than, in any relevant case, to the extent that any part of the relevant Available Commitment(s) so cancelled is subsequently increased pursuant to Clause 2.2 (Increase)) the amount of the Repayment Instalment for each Repayment Date falling after that cancellation will reduce pro rata by the amount cancelled.

(b)

If the Company cancels the whole or any part of any Available Commitment in accordance with Clause 7.6 (Voluntary cancellation) or if the whole or part of any Commitment is cancelled pursuant to Clause 7.8 (Automatic Cancellation) or Clause 7.5 (Mandatory Prepayment and Cancellation –Takeout Financing), then the amount of the Repayment Instalment for each Repayment Date falling after that cancellation will reduce in chronological order by the amount cancelled.

(c)

If any Loan is repaid or prepaid in accordance with Clause 7.8 (Right of cancellation and repayment in relation to a single Lender), Clause 7.1 (Mandatory prepayment - Illegality), Clause 7.2 (Mandatory prepayment – Change of Control), Clause 7.3 (Mandatory prepayment- Material Subsidiary Event of Default) or Clause 7.4 (Mandatory prepayment – Sanctions Etc.), then (other than to the extent that any part of the relevant Commitment is subsequently increased pursuant to Clause 2.2 (Increase)) the amount of the Repayment Instalments for the Facility for each Repayment Date falling after that repayment or prepayment will reduce pro rata by the amount of the Loan repaid or prepaid.

(d)

If any Loan is prepaid in accordance with Clause 7.7 (Voluntary prepayment) or with Clause 7.5 (Mandatory Prepayment and Cancellation –Takeout Financing), then the amount of the Repayment Instalment for each Repayment Date falling after that prepayment will reduce in chronological order by the amount of the Loan prepaid.

7.

Prepayment and Cancellation

7.1

Mandatory Prepayment – Illegality

(a)

If, in any applicable jurisdiction, it becomes unlawful for a Lender or any of its Affiliates for that Lender to perform any of its obligations as contemplated by any Finance Document or to fund, issue or maintain its participation in any Loan, that ▇▇▇▇▇▇ must notify the Facility Agent promptly on becoming aware of that event.

(b)

After a Lender notifies the Facility Agent under paragraph (a) above:

(i)

that Lender will not be obliged to fund a Loan;

(ii)

the Facility Agent must notify the Company promptly;

(iii)

with immediate effect, that ▇▇▇▇▇▇ will not be obliged to fund any Loan; and

(iv)

unless that ▇▇▇▇▇▇’s participation and Commitment have been transferred pursuant to paragraph (d) of Clause 7.9 (Right of Replacement or Repayment and Cancellation in Relation to a Single Lender), on the date specified in paragraph (c) below:

(A)

the Company must repay or prepay that ▇▇▇▇▇▇’s participation in each Loan; and

(B)

that ▇▇▇▇▇▇’s Commitment will be cancelled.

(c)

The date for:

(i)

repayment or prepayment of a Lender’s participation in a Loan and cancellation of its corresponding Commitment will be:

(A)

the last day of the Interest Period of that Loan; or

(B)

if earlier, the date specified in that ▇▇▇▇▇▇’s notice to the Facility Agent under paragraph (a) above (which must be no earlier than the last day of any applicable grace period permitted by law); and

(ii)

cancellation of that ▇▇▇▇▇▇’s other Commitment will be the date specified in the Lender’s notice to the Facility Agent under paragraph (a) above (which must be no earlier than the last day of any applicable grace period permitted by law),

7.2

Mandatory Prepayment – Change of Control

(a)

For the purposes of this Clause 7.2:

(i)

solely as a result of all of the issued share capital of the Company (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital) being transferred to a newly-incorporated holding company (“TopCo”) if:

(A)

as a result of such transfer no person or persons acting in concert other than TopCo acquires direct or indirect control (as defined below) of the Company;

(B)

TopCo is not a Restricted Party;

(C)

prior to such transfer each Lender has received such documentation and evidence in respect of TopCo as necessary to pass all know your customer and similar checks; and

(D)

no person or persons acting in concert (other than any Permitted Transferee) shall acquire:

(1)

the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(I)

cast, or control the casting of, more than 50% of the maximum number of votes that might be cast at a general meeting of TopCo;

(II)

appoint or remove all, or the majority, of the directors or other equivalent officers of TopCo; or

(III)

give directions with respect to the operating and financial policies of TopCo with which the directors or other equivalent officers of TopCo are obliged to comply; or

(2)

legally or beneficially more than 50% of the issued share capital of TopCo excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital;

(ii)

for the avoidance of doubt, as a result of the admission of any part of the share capital of the Company (or TopCo) to trading on any recognised stock or investment exchange or any other sale or issue of share capital of the Company (or TopCo) by way of flotation or public offering provided that, all of the conditions set out in paragraph (i) above are complied with; or

(iii)

as a result of any re-domiciliation of TopCo for internal structuring purposes provided that, all of the conditions set out in paragraph (i) above are complied with.

(i)

the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(A)

cast, or control the casting of, more than 50% of the maximum number of votes that might be cast at a general meeting of the Company;

(B)

appoint or remove all, or the majority, of the directors or other equivalent officers of the Company; or

(C)

give directions with respect to the operating and financial policies of the Company with which the directors or other equivalent officers of the Company are obliged to comply; or

(ii)

acquiring or holding beneficially more than 50% of the issued share capital of the Company (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital); and

(i)

any of African Tower Investment Limited, AIIF2 Towers Mauritius, ECP IHS (Mauritius) Limited, ECPIV-IHS Limited, ELQ Investors VIII Ltd, IFC Global Infrastructure Fund LP, International Finance Corporation, Korea Investment Corporation, Mobile Telephone Networks Netherlands BV, Towers One Limited, Towers Two Limited, Towers Three Limited, Emerging Capital Associates III LLC, ECP Manager LP, Ninety One Africa Private Equity Fund 2 LP, Ninety One Africa Frontier Private Equity Fund LP, Ninety One Fund Managers SA RF Proprietary Limited, Ninety One Africa Frontier Private Equity Associate Fund LP,  Nederlandse Financierings-Maatscha PPIJ voor Ontwikkelingslanden N.V., Oranje-Nassau Developpement SCA FIAR, UBC Services Inc. and Warrington Investment PTE Ltd or any of their successors;

(ii)

a wholly-owned Subsidiary of any of the persons or entities listed in paragraph (i) above; and

(iii)

any person agreed between the Company and the Facility Agent (acting on the instructions of all Lenders),

(b)

The Company must notify the Facility Agent promptly on becoming aware of any Change of Control. The Facility Agent must then promptly notify the Lenders of that event occurring.

(c)

After the occurrence of a Change of Control, no Lender will be obliged to fund a Loan and if a Lender so requires and notifies the Facility Agent within 20 Business Days of the Company notifying the Facility Agent of the Change of Control, the Facility Agent must, by not less than 30 days’ notice to the Company:

(i)

cancel the Commitment of that ▇▇▇▇▇▇; and

(ii)

declare the participation of that ▇▇▇▇▇▇ in all outstanding Loans, together with accrued interest and all other amounts accrued or outstanding to that Lender under the Finance Documents, to be immediately due and payable.

7.3

Mandatory Prepayment – Material Subsidiary Event of Default

(a)

The Company must notify the Facility Agent promptly upon becoming aware of a Material Subsidiary Event of Default. The Facility Agent must notify the Lenders of the occurrence of a Material Subsidiary Event of Default promptly upon becoming aware of it (whether by way of a notification from the Company or otherwise).

(b)

While a Material Subsidiary Event of Default is continuing, if a Lender so requires and notifies the Facility Agent no later than 15 Business Days of the Company notifying the Facility Agent of such Material Subsidiary Event of Default:

(i)

that Lender will not be obliged to fund a Loan;

(ii)

the Company must repay or prepay that ▇▇▇▇▇▇’s participation in each Loan on the date specified in paragraph (c) below; and

(iii)

that ▇▇▇▇▇▇’s Commitment will be immediately cancelled,

(c)

The date for repayment or prepayment of a Lender’s participation in a Loan will be the date falling three Business Days after the date of the notification to the Company under paragraph (b) above.

(d)

For the purpose of paragraph (b) above, a Material Subsidiary Event of Default is continuing until the later of the date on which (i) the Material Subsidiary Event of Default is no longer continuing in accordance with this Agreement or the relevant document evidencing the relevant Financial Indebtedness, as the case may be, and (ii) the Company notifies the Facility Agent in writing that such Material Subsidiary Event of Default is not continuing in accordance with this Agreement or the relevant document evidencing the relevant Financial Indebtedness.

7.4

Mandatory Prepayment – Sanctions Etc.

(a)

the Company must notify the Facility Agent promptly upon becoming aware of that event;

(b)

a Lender shall not be obliged to fund a Loan; and

(c)

if a Lender so requires and notifies the Facility Agent no later than 15 Business Days of the Company notifying the Facility Agent of that event, the Facility Agent must, by not less than 20 days’ notice to the Company:

(i)

declare the participation of that ▇▇▇▇▇▇ in all outstanding Loans, together with accrued interest and all other amounts accrued or outstanding to that Lender under the Finance Documents, to be immediately due and payable; and/or

(ii)

immediately cancel that ▇▇▇▇▇▇’s Commitment.

7.5

Mandatory Prepayment and Cancellation –Takeout Financing

7.6

Voluntary Cancellation

(a)

The Company may, if it gives the Facility Agent not less than five Business Days’ (or such shorter period as the Majority Lenders may agree) notice, cancel the whole or any part of the Available Facility.

(b)

Partial cancellation of the Available Facility under this Clause 7.5 must be in a minimum amount of USD 10,000,000.

(c)

Any cancellation in part under this Clause 7.5 will reduce the Commitment of each Lender pro rata.

7.7

Voluntary Prepayment

(a)

The Company may, if it gives the Facility Agent not less than five Business Days’ (or in any case any such shorter period as the Facility Agent (acting on the instructions of

(b)

A prepayment of part of a Loan under this Clause 7.6 must be in a minimum amount of USD 10,000,000.

7.8

Automatic Cancellation

(a)

Subject to paragraph (b) below, the unutilised Commitment of each Lender will be automatically cancelled at close of business on the last day of the Availability Period.

(b)

If a Material Subsidiary Event of Default is continuing for a continuous period of more than 180 days following notification to the Facility Agent of such Material Subsidiary Event of Default under Clause 7.3 (Mandatory Prepayment – Material Subsidiary Event of Default) above, the Total Commitments will be automatically cancelled in full.

7.9

Right of Replacement or Repayment and Cancellation in Relation to a Single Lender

(a)

If:

(i)

any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 12.2 (Tax Gross-Up);

(ii)

any Lender claims any amount from the Company under Clause 12.3 (Tax Indemnity) or Clause 13 (Increased Costs);

(iii)

any Lender invokes a Market Disruption under Clause 10.2 (Market Disruption); or

(iv)

any Lender becomes a Non-Consenting Lender,

(b)

On receipt of a notice of prepayment and cancellation under paragraph (a) above in relation to a Lender:

(i)

the Commitment of that Lender will immediately be reduced to zero; and

(ii)

the Company must repay or prepay that ▇▇▇▇▇▇’s participation in each Loan on the date specified in paragraph (c) below.

(c)

The date for repayment or prepayment of a Lender’s participation in a Loan will be:

(i)

the last day of the Interest Period for that Loan which is current on the date of the notice under paragraph (a) above; or

(ii)

if earlier, the date specified in the Company’s notice to the Facility Agent under paragraph (a) above.

(d)

If:

(i)

any of the circumstances set out in paragraph (a) above apply to a Lender; or

(ii)

the Company becomes obliged to pay an amount in accordance with Clause 7.1 (Mandatory Prepayment – Illegality) to a Lender,

(e)

The replacement of a Lender pursuant to paragraph (d) above will be subject to the following conditions:

(i)

in the event of a replacement of a Non-Consenting Lender, such replacement or prepayment must occur during a period of 60 days commencing on the date on which the relevant consent is requested;

(ii)

the Company will have no right to replace the Facility Agent;

(iii)

neither the Facility Agent nor any Lender will have any obligation to find a Replacement Lender;

(iv)

the Lender to be replaced will not be required to pay or surrender to such Replacement Lender any of the fees received by that Lender pursuant to the Finance Documents; and

(v)

the Lender to be replaced will only be obliged to transfer its rights and obligations in accordance with paragraph (d) above once it is satisfied that it has complied with any “know your customer” checks or other similar checks required under any applicable law or regulation in relation to that transfer.

(f)

A Lender to be replaced must perform the checks described in paragraph (e)(v) above as soon as reasonably practicable after delivery of a notice under paragraph (d) above and must notify the Facility Agent and the Company promptly when it is satisfied that it has complied with those checks.

7.10

Right of Cancellation in Relation to a Defaulting Lender

(a)

If any Lender becomes a Defaulting Lender, the Company may, at any time whilst the Lender continues to be a Defaulting Lender, give the Facility Agent five Business Days’ notice of cancellation of each Available Commitment of that Lender.

(b)

On the notice referred to in paragraph (a) above becoming effective, each Available Commitment of the Defaulting Lender shall immediately be reduced to zero.

(c)

The Facility Agent shall as soon as practicable after receipt of a notice referred to in paragraph (a) above, notify all the Lenders.

7.11

Prepayment of Loans

7.12

Miscellaneous

(a)

Any notice of cancellation or prepayment under this Clause:

(i)

is irrevocable; and

(ii)

unless a contrary indication appears in this Agreement, must specify:

(A)

the date on which the relevant cancellation or prepayment is to be made; and

(B)

the amount of that cancellation or prepayment.

(b)

Any prepayment under this Agreement must be made together with accrued interest on the amount prepaid and, subject to any Break Cost, without premium or penalty.

(c)

No prepayment or cancellation is allowed except at the times and in the manner expressly provided for in this Agreement.

(d)

Subject to Clause 2.2 (Increase) and Clause 7.13 (Reinstatement of Commitment), no amount of the Commitments cancelled under this Agreement may be subsequently reinstated.

(e)

If the Facility Agent receives a notice under this Clause, it must promptly forward a copy of that notice to either the Company or the affected Lender(s), as appropriate.

(f)

If all or part of a Lender’s participation in a Loan is repaid or prepaid and is not available for re- borrowing, an equivalent amount of that ▇▇▇▇▇▇’s Commitment will be deemed to be cancelled on the date of repayment or prepayment (and for these purposes this includes any amount which may be reinstated under Clause 7.13 (Reinstatement of Commitment)).

7.13

Reinstatement of Commitment

(a)

If all or any part of a Lender’s Commitment has been cancelled pursuant to paragraph (b) of Clause 7.3 (Mandatory Prepayment – Material Subsidiary Event of Default) or paragraph (c) of Clause 7.4 (Mandatory Prepayment – Sanctions Etc.), the Company may, by notice to the Facility Agent, request that Lender to reinstate its Commitment, and the cancelled Commitment of that Lender shall be so reinstated if that ▇▇▇▇▇▇ confirms its willingness to reinstate its cancelled Commitment in writing to the Company and the Facility Agent.

(b)

The reinstatement of a Lender’s Commitment under paragraph (a) above shall take effect on the date the Facility Agent receives (or is deemed to have received, pursuant to Clause 34.3 (Delivery)) that ▇▇▇▇▇▇’s written confirmation of its willingness to reinstate its cancelled Commitment.

7.14

Application of Prepayments

8.

Interest

8.1

Calculation of Interest

(a)

Margin; and

(b)

Reference Rate.

8.2

Payment of Interest

8.3

Default Interest

(a)

If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest will accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (c) below, is 2% per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each with a duration and Quotation Day selected by the Facility Agent (acting reasonably).

(b)

Any interest accruing under this Clause 8.3 will be immediately payable by the Obligor on demand by the Facility Agent.

(c)

If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of its Interest Period:

(i)

the first Interest Period for that overdue amount will have a duration equal to the unexpired portion of the then current Interest Period relating to that Loan; and

(ii)

the rate of interest applying to the overdue amount during that first Interest Period will be 2% per annum higher than the rate which would have applied if the overdue amount had not become due.

(d)

Unpaid interest arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

8.4

Notification of Rates of Interest

(a)

The Facility Agent must notify each relevant Party promptly of the determination of a rate of interest under this Agreement.

(b)

The Facility Agent must notify the Company promptly of each Funding Rate relating to a Loan.

(c)

This Clause 8.4 shall not require the Facility Agent to make any notification to any Party on a day which is not a Business Day.

9.

Interest Periods

9.1

Selection of Interest Periods

(a)

The Company must select the Interest Period for a Loan in the applicable Utilisation Request for that Loan or in a Selection Notice.

(b)

Each Selection Notice is irrevocable and must be delivered to the Facility Agent by the Company not later than the Specified Time.

(c)

If the Company fails to deliver a Selection Notice to the Facility Agent in accordance with paragraph (b) above, the relevant Interest Period will be three Months.

(d)

Subject to the other provisions of this Clause, the Company may select an Interest Period for a Loan of one or three Months or any other period agreed by the Company, the Facility Agent (acting on the instructions of all Lenders) and the Facility Agent (acting on its own behalf).

(e)

Each Interest Period for a Loan will start on the Utilisation Date or (if already made) on the last day of its preceding Interest Period.

(f)

No Interest Period for a Loan shall extend beyond the Termination Date.

9.2

Non-Business Days

9.3

No Overrunning the Termination Date

9.4

No Overrunning a Margin Step-up Date

9.5

Notification

9.6

Consolidation of Loans

10.

Changes to the Calculation of Interest

10.1

Unavailability of Term SOFR

(a)

Shortened Interest Period: If no Term SOFR is available for the Interest Period of a Loan, the Interest Period of that Loan shall (if it is longer than the applicable Fallback Interest Period) be shortened to the applicable Fallback Interest Period and the applicable Reference Rate for that shortened Interest Period shall be determined pursuant to the definition of “Reference Rate”.

(b)

Shortened Interest Period and Historic Term SOFR: If the Interest Period of a Loan is, after giving effect to paragraph (a) above, either the applicable Fallback Interest Period or shorter than the applicable Fallback Interest Period and, in either case, no Term SOFR is available for the Interest Period of that Loan, the applicable Reference Rate shall be the Historic Term SOFR for that Loan.

(c)

Cost of Funds: if no Term SOFR is available for the Interest Period of a Loan and it is not possible to calculate the Historic Term SOFR for that Loan, there will be no Reference Rate for the Loan and Clause 10.3 (Cost of Funds) will apply to the Loan for that Interest Period.

10.2

Market Disruption

10.3

Cost of Funds

(a)

If this Clause 10.3 (Cost of Funds) applies to a Loan for an Interest Period, the rate of interest on the relevant Loan for the relevant Interest Period will be the percentage rate per annum which is the sum of:

(i)

the Margin; and

(ii)

the weighted average of the rates notified to the Facility Agent by each Lender as soon as practicable but in any event within five Business Days before the date on which interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum its cost of funds relating to its participation in that Loan.

(b)

If this Clause 10.3 applies pursuant to Clause 10.1 (Unavailability of Term SOFR) or Clause 10.2 (Market Disruption) and the Facility Agent or the Company so requires, the Facility Agent and the Company must enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest.

(c)

Any alternative basis agreed pursuant to paragraph (b) above will, with the prior consent of all the Lenders and the Company, be binding on all Parties.

(d)

If this Clause 10.3 applies to a Loan but any Lender does not notify the Facility Agent of a rate by the time specified in paragraph (a)(ii) above, the rate of interest on the relevant Loan for the Interest Period will be calculated on the basis of the rates notified by the other Lenders.

10.4

Notification to Company

10.5

Break Costs

(a)

The Company must pay to a Finance Party its Break Costs if all or any part of a Loan or Unpaid Sum is paid on a day other than the last day of an applicable Interest Period.

(b)

Each Lender must, as soon as reasonably practicable after a request by the Facility Agent or the Company, provide a certificate confirming the amount of any Break Costs it claims.

11.

Fees

11.1

Commitment Fee

(a)

The Company must pay to the Facility Agent (for the account of each Lender) a commitment fee computed at the rate of 35% of the Margin on that ▇▇▇▇▇▇’s Available Commitment.

(b)

The commitment fee shall accrue on a daily basis for each day on which the Available Facility is greater than zero, from and including the date of this Agreement.

(c)

The accrued commitment fee is payable on the last day of each successive period of three Months commencing on or after the date of this Agreement and ending during the Availability Period, on the last day of the Availability Period, and, if cancelled in full, on the cancelled amount of a Lender’s Commitment at the time the cancellation is effective.

11.2

Arrangement Fee

11.3

Facility Agent’s Fee

12.

Tax Gross Up and Indemnities

12.1

Definitions

(a)

In this Clause:

(i)

where it relates to a Treaty Lender that is an Original Lender, contains the scheme reference number and jurisdiction of tax residence stated opposite that ▇▇▇▇▇▇’s name in Part 1 of Schedule 1 (The Original Parties) and is filed with HM Revenue & Customs within 30 days of the date of this Agreement; or

(ii)

where it relates to a Treaty Lender that is a New Lender or an Increase Lender, contains the scheme reference number and jurisdiction of tax residence stated in respect of that Lender in the documentation which it executes on becoming such a Lender and is filed with HM Revenue & Customs within 30 days of that date.

(i)

a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document and is:

(A)

a Lender:

(1)

which is a bank (as defined for the purpose of section 879 of the ITA) making an advance under a Finance Document and is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance or would be within such charge as respects such payments apart from section 18A of the CTA; or

(2)

in respect of an advance made under a Finance Document by a person that was a bank (as defined for the purpose of section 879 of the ITA) at the time that that advance was made and within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance; or

(B)

a Lender which is:

(1)

a company resident in the United Kingdom for United Kingdom tax purposes;

(2)

a partnership each member of which is:

(I)

a company so resident in the United Kingdom; or

(II)

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA;

(3)

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company; or

(4)

a Lender which is:

(I)

the scheme administrator of a registered pension scheme (as those terms are defined in section 989 of the ITA) (or a nominee thereof); or

(II)

any other person or body listed in section 936(2) of the ITA (or a nominee thereof); or

(C)

a Treaty Lender; or

(D)

a QPP Lender.

(i)

a company resident in the United Kingdom for United Kingdom tax purposes;

(ii)

a partnership each member of which is:

(A)

a company so resident in the United Kingdom; or

(B)

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or

(iii)

a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company; or

(A)

a scheme administrator of a registered pension scheme (as those terms are defined in section 989 of the ITA) (or a nominee thereof); or

(B)

any other person or body listed in section 936(2) of the ITA (or a nominee thereof).

(i)

is treated as a resident of a Treaty State for the purposes of the relevant Treaty;

(ii)

does not carry on a business in the United Kingdom through a permanent establishment with which that ▇▇▇▇▇▇’s participation in the Loan is effectively connected; and

(iii)

meets all other conditions in the Treaty and/or under the laws of the United Kingdom (subject to the completion of any necessary procedural formalities) for full exemption from United Kingdom taxation on interest which relate to the Lender.

(b)

Unless this Clause expressly provides to the contrary, in this Clause a reference to determines or determined means a determination made in the absolute discretion of the person making the determination.

(c)

For the avoidance of doubt, where a Lender is a partnership, that Lender shall only be a QPP Lender to the extent that each partner (or a person acting on their behalf) has delivered a QPP Certificate to the Company, provided that such QPP Certificate is not a Withdrawn Certificate or a Cancelled Certificate. A reference to a QPP Lender shall refer to a partner of that partnership as the context requires.

12.2

Tax Gross-Up

(a)

All payments shall be made by each Obligor under each Finance Document without any Tax Deduction, unless a Tax Deduction is required by law.

(b)

The Company shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is a change in the rate or the basis of any Tax Deduction), notify the Facility Agent accordingly. A Lender must notify the Facility Agent promptly on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification, it must notify the affected Parties promptly.

(c)

Subject to the limitations and exclusions herein, if a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor must be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d)

A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax imposed by the United Kingdom, if on the date on which the payment falls due:

(i)

the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority; or

(ii)

the relevant Lender is a Qualifying Lender solely by virtue of paragraph (i)(B) of the definition of “Qualifying Lender” and:

(A)

an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a “Direction”) under section 931 of the ITA which relates to the payment and that ▇▇▇▇▇▇ has received from the Obligor making the payment or from the Company a certified copy of that Direction; and

(B)

the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or

(iii)

the relevant Lender is a Qualifying Lender solely by virtue of paragraph (i)(B) of the definition of “Qualifying Lender” and: