Dated November 29, 2024 THIRD SUPPLEMENTAL SENIOR NOTES INDENTURE TO THE SENIOR NOTES INDENTURE DATED AS OF SEPTEMBER 18, 2019 8.000% SENIOR NOTES DUE 2027 among IHS NETHERLANDS HOLDCO B.V. as Issuer THE GUARANTORS PARTY HERETO and CITIBANK, N.A.,...

Exhibit 2.8

Execution Version

Dated November 29, 2024

THIRD SUPPLEMENTAL SENIOR NOTES INDENTURE

TO THE

SENIOR NOTES INDENTURE

DATED AS OF SEPTEMBER 18, 2019

8.000% SENIOR NOTES DUE 2027

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among

IHS NETHERLANDS HOLDCO B.V.

as Issuer

THE GUARANTORS PARTY HERETO

and

CITIBANK, N.A., LONDON BRANCH

as Trustee, Principal Paying Agent, Registrar and Transfer Agent

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TABLE OF CONTENTS

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This THIRD SUPPLEMENTAL SENIOR NOTES INDENTURE (this “Third Supplemental Senior Notes Indenture”), dated as of November 29, 2024, among IHS Netherlands Holdco B.V., a private limited liability company incorporated under the laws of the Netherlands, having its registered office at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (the “Issuer”), IHS Holding Limited (the “Parent Guarantor”), IHS Netherlands NG1 B.V., IHS Netherlands NG2 B.V., IHS Nigeria Limited, IHS Towers NG Limited, Nigeria Tower Interco B.V., INT Towers Limited and INT Towers ▇▇ ▇▇▇▇▇ 1 Plc (collectively, the “Guarantors”), and Citibank, N.A., London Branch, as trustee (the “Trustee”), Principal Paying Agent, Registrar and Transfer Agent supplements and amends the indenture, (the “Senior Notes Indenture”), dated as of September 18, 2019, as amended by the first supplemental indenture dated June 17, 2021, among the Issuer, the guarantors party thereto and the Trustee (the “First Supplemental Indenture”) and as further amended by the second supplemental indenture dated July 26, 2024 , among the Issuer, INT Towers ▇▇ ▇▇▇▇▇ 1 Plc as subsequent guarantor and the Trustee (the “Second Supplemental Indenture”), providing for the issuance of the 8.000% Senior Notes due 2027 (the “Senior Notes”).

RECITALS

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herein have been duly performed and fulfilled by the parties hereto, including the receipt of all conditions precedent to which the Trustee is entitled under the Indenture.

AGREEMENT

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration the receipt of which is hereby acknowledged, the Issuer, the Parent Guarantor, the Guarantors and the Trustee each mutually covenant and agree for the equal and ratable benefit of the Holders of the Seniors Notes as follows:

Capitalized terms used herein without definition shall have the meanings assigned to them in the Senior Notes Indenture.

Section 2.Effectiveness; Conditions Precedent.

(a)The Issuer and the Guarantors represent and warrant that each of the conditions precedent under the Senior Notes Indenture to the amendment and supplement of the Senior Notes Indenture (including such conditions pursuant to Sections 7.02, 9.02, 9.03 and 9.05 of the Senior Notes Indenture) have been satisfied in all respects.  With respect to the amendments set forth in Section 3 hereof, and pursuant to Section 9.02 (a) of the Senior Notes Indenture, the Required Consents have been received, which have authorized and directed the Trustee to execute this Third Supplemental Senior Notes Indenture. Upon delivery to the Trustee, Principal Paying Agent, Registrar and Transfer Agent of an Officer’s Certificate and Opinions of Counsel, in form and substance reasonably satisfactory to the Trustee as required by Section 9.05 of the Senior Notes Indenture, the Issuer, the Parent Guarantor, the Guarantors and the Trustee are on this date executing this Third Supplemental Senior Notes Indenture which will become effective on the date hereof upon execution by each party hereto (the “Effective Date”).

(b)The Issuer will provide to the Trustee the notice announcing the payment of the Consent Payment (as defined in the Tender Offer and Consent Solicitation Statement) and confirming that the amendments set forth in Section 3 and Section 4 hereof have become operative.

Section 3.Proposed Amendments.

Pursuant to Section 9.02(a) of the Senior Notes Indenture, and subject to Section 2(b) hereof, the Senior Notes Indenture will hereby be amended, such amendments to be operative at and from the Effective Date, and upon payment of the Consent Payment (as defined in the Tender Offer and Consent Solicitation Statement) as follows (with additions shown as a double-underline and deletions shown in strikethrough):

“2024 Notes Issue Date” means the date of issuance of the New Notes by the Parent Guarantor, part of the proceeds of which are to be used to fund a tender offer for, among other debt securities, the Notes, as described in the tender offer and consent solicitation memorandum dated November 12, 2024.

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“Existing 2026 Notes” means the $500 million aggregate principal amount of 5.625% Senior Notes due 2026 issued by the Parent Guarantor.

“Existing 2028 Notes” means the $500 million aggregate principal amount of 6.250% Senior Notes due 2028 issued by the Parent Guarantor.

“Existing Notes” means, collectively, the Existing 2026 Notes and the Existing 2028 Notes.

“Guarantor Redomiciliation” means any redomiciliation of any Guarantor or Guarantors from where they are currently domiciled to be domiciled in any Approved Jurisdiction (in one or more steps), and each of the filings, registrations and other steps in relation thereto.

“IHS Holding 2020 Revolving Credit Facility” means that certain senior revolving credit facility agreement originally dated March 30, 2020 and as amended and restated on June 2, 2021 and November 6, 2023 by and among the Parent Guarantor, the Issuer and the Subsidiary Guarantors as obligors thereunder, the senior lenders named therein, and the agent, including any related notes, guarantees, collateral documents, instruments, and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced in whole or in part from time to time.

“IPO Market Capitalization” means an amount equal to (i) the total number of issued and outstanding shares of common stock or common equity interests of the IPO Entity at the time of closing of the Public Equity Offering multiplied by (ii) the price per share at which such shares of common stock or common equity interests are sold in such Public Equity Offering.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest, assignment by way of security, or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement or any lease in the nature thereof.

“Management Advances” means loans or advances not exceeding USthe greater of $6.020.0 million and 0.5% of Total Assets in aggregate outstanding amount following the 2024 Notes Issuance Date, and in each case made to, or guarantees with respect to loans or advances made to, directors, officers or employees of any Parent Guarantor or any Restricted Subsidiary: (1) in respect of travel, entertainment or moving related expenses incurred in the ordinary course of business; (2) in respect of moving related expenses incurred in connection with any closing or consolidation of any facility or office; or (3) in the ordinary course of business.

“Management Fees” means (1) customary annual fees for the performance of monitoring services by any Permitted Holder for the Parent Guarantor or any of its Restricted Subsidiaries; provided that such fees will not, in the aggregate, exceed US$10.0 million per annum (inclusive of out of pocket expenses); and (2) customary fees and related expenses for the performance of transaction, management, consulting, financial or other advisory services or underwriting, placement or other investment banking activities, including in connection with mergers, acquisitions, dispositions or joint ventures, by any Permitted Holder or any of its Affiliates for the Parent Guarantor or any Restricted Subsidiary, which payments in respect of this clause (2) have been approved by a majority of the disinterested members of the Board of Directors of the Parent Guarantor, or, if there are not sufficient disinterested members of the Board of Directors of the Parent Guarantor to form a majority, by a majority of the Board of Directors.

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“New Notes” means the $550 million in aggregate principal amount of 7.875% senior notes due 2030 and $650 million in aggregate principal amount of 8.250% senior notes due 2031.

“Nigeria 2023 Revolving Credit Facility” means that certain senior revolving credit facility agreement originally dated January 3, 2023 by and among the Parent Guarantor, the Issuer and the Subsidiary Guarantors as obligors thereunder, the senior lenders named therein, and the agent, including any related notes, guarantees, collateral documents, instruments, and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced in whole or in part from time to time.

“Nigeria 2023 Term Loan” means that certain term facility agreement, originally dated on or around, January 3, 2023, by and among the Parent Guarantor, the Issuer and the Subsidiary Guarantors as obligors thereunder, the senior lenders named therein, and the agent, including any related notes, guarantees, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced in whole or in part from time to time.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, director, manager or a responsible accounting or financial officer of such Person, or any other individual designated as an “Officer” for the purposes of the Indenture by the Board of Directors of such Person.

“Priority Debt Cap” means the greater of U.S.$1,6301,890 million and 200% of Consolidated EBITDA.

“Specified Change of Control Event” means the occurrence of any event that would constitute a Change of Control pursuant to the definition thereof; provided that giving pro forma effect thereto, the Consolidated Net Leverage Ratio would not exceed 3.54.0 to 1.0. Notwithstanding the foregoing, only one Specified Change of Control Event shall be permitted under the Indenture after the Issue Date.

(1) any single transaction or series of related transactions that involves assets having a fair market value of less than the greater of US$20.025.0 million and 0.8% of the Total Assets of the Parent Guarantor;

(2)​ ​​ ​with respect to an exempted company, the board of directors of the exempted company or any committee thereof duly authorized to act on behalf of such board;

(1)direct obligations (or certificates representing an interest in such obligations) issued by, or unconditionally guaranteed by, the government of a member state of the European Union (including the United Kingdom), Nigeria, the United States of America or any state thereof, Switzerland (or the government of the jurisdiction of organization of any

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Restricted Subsidiary (including, in each case, any agency or instrumentality thereof), as the case may be, the payment of which is backed by the full faith and credit of the relevant member state of the European Union (including the United Kingdom), the Federal Republic of Nigeria, the United States of America or Switzerland, as the case may be, and which are not callable or redeemable at the issuer’s option;

(2)overnight bank deposits, time deposit accounts, certificates of deposit, banker’s acceptances and money market deposits with maturities (and similar instruments) of 12 months or less from the date of acquisition issued by a bank or trust company, or a local branch or Subsidiary of a bank or trust company, which is organized under, or authorized to operate as a bank or trust company under, the laws of a member state of the European Union (including the United Kingdom), Nigeria, or of the United States of America or any state thereof or, Switzerland or the government of the jurisdiction of organization of any Restricted Subsidiary or any commercial banking institution that is a member of the U.S. Federal Reserve System, in each case, either (a) having combined capital and surplus and undivided profits of not less than $250.0 million (or the foreign currency equivalent thereof as of the date of such investment), whose long term, unsecured, unsubordinated and unguaranteed debt has a rating, at the time any investment is made therein, of at least “BBB” or the equivalent thereof from S&P and at least “Ba3” or the equivalent thereof from ▇▇▇▇▇’▇ or the equivalent rating category of another internationally recognized rating agency; (b) which has its primary registration in a jurisdiction in which the Parent Guarantor or a Restricted Subsidiary conducts its business or is organized and which would rank, in terms of combined capital and surplus and undivided profits or the ratings on its long term debt, among the top ten such banks registered in such jurisdiction or (c) which is a lender under any Credit Facility to which the Issuer or any Guarantor is a party;

(4) any one time non-cash charges or any amortization or depreciation resulting from purchase accounting, in each case, in relation to any acquisition of, or merger or consolidation with, another Person or business or resulting from any reorganization or, restructuring, liquidation (including provisional liquidation), winding up or like proceeding involving the Parent Guarantor or its Subsidiaries will be excluded;

(16)other Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (16) that are at the time outstanding not to exceed the greater of (a) US$50.0250.0 million and (b) 2.05.0% of the Total Assets of the Parent Guarantor at any time outstanding; provided that if an Investment is made pursuant to this clause in a Person that is not a Restricted Subsidiary and such Person subsequently becomes a Restricted Subsidiary or is subsequently designated a Restricted Subsidiary pursuant to Section 4.07, such Investment shall thereafter be deemed to have been made pursuant to clause (1) or (3) of the definition of “Permitted Investments” and not this clause.

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(8)any Liens imposed by the operation of law in the ordinary course of business (including any netting or set-off as a result of a fiscal unity (fiscal eenheid) for Dutch corporate tax or value added tax purposes or of any other jurisdiction having similar effect);

(21)(a) mortgages, liens, security by way of assignment, security interests, pledges, restrictions, encumbrances or any other matters of record that have been placed by any developer, landlord or other third party on property over which the Parent Guarantor or any Restricted Subsidiary has easement rights or on any real property leased by the Parent Guarantor or any Restricted Subsidiary (including any rental deposits) and subordination or similar agreements relating thereto and (b) any condemnation or eminent domain proceedings or compulsory purchase order affecting real property;

(33)Liens incurred in the ordinary course of business of the Parent Guarantor or any Restricted Subsidiary securing Indebtedness of the Parent Guarantor and its Restricted Subsidiaries that does not exceed the greater of US$75.0100.0 million and 3.02.0% of the Total Assets of the Parent Guarantor at any one time outstanding following the 2024 Notes Issuance Date.

means any amalgamation, demerger, merger, voluntary liquidation, consolidation, reorganization, restructuring, redomiciliation, winding up or corporate reconstruction involving the Parent Guarantor or any Restricted Subsidiary that is made on a solvent basis; provided that (1) any payments, business, property or assets distributed in connection with such Reorganization remain within the Parent Guarantor and the Restricted Subsidiaries; and (2) if any Note Guarantees are released in connection with such Reorganization in accordance with the Note Guarantee release provisions of the Indenture, Note Guarantees must be provided promptly following the completion of such Reorganization such that the Note Guarantees in place following the Reorganization are not materially worse for the holders of the Notes than the pre- existing Note Guarantees (in the good faith judgment of the Parent Guarantor).

(A) (i) from Net Proceeds to the extent permitted under Section 4.10 hereof, but only if the Parent Guarantor shall have first complied with the terms of such covenant described under Section 4.10 and purchased all Senior Notes tendered pursuant to any offer to repurchase all the Senior Notes required thereby, prior to purchasing, repurchasing, redeeming, defeasing or otherwise acquiring or retiring such Subordinated Obligations and (ii) at a purchase price not greater than 100% of the principal amount of such Subordinated Obligations plus accrued and unpaid interest and any premium payable thereon;

(B) to the extent required by the agreement governing such Subordinated Obligations, following the occurrence of a Change of Control (or other similar event described therein as a “change of control”), but only (i) if the Parent Guarantor shall have first complied with the terms described under Section 4.13 hereof and purchased all Senior Notes tendered pursuant

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to the offer to repurchase all the Senior Notes required thereby, prior to purchasing, repurchasing, redeeming, defeasing or otherwise acquiring or retiring such Subordinated Obligations and (ii) at a purchase price not greater than 101% of the principal amount of such Subordinated Indebtedness plus accrued and unpaid interest and any premium payable thereon; or

(v) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Parent Guarantor or any Restricted Subsidiary held by any current or former officer, director, employee or consultant of the Parent Guarantor or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option agreement, restricted stock grant, shareholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $6.020.0 million per calendar year (with unused amounts in any calendar year being carried over to the next two succeeding calendar yearsyear; provided that the amounts carried over under this Section 4.07(b)(v) in any calendar year do not exceed $6.0 million); and provided further, that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds (excluding proceeds from any Parent Debt Contributions) from the sale of Equity Interests of the Parent Guarantor or a Restricted Subsidiary received by the Parent Guarantor or a Restricted Subsidiary during such calendar year, in each case to members of management, directors or consultants of the Parent Guarantor, any of its Restricted Subsidiaries or any Parent Holdco of the Parent Guarantor to the extent the cash proceeds from the sale of Equity Interests have not otherwise been applied to the making of Restricted Payments pursuant to Section 4.07(a)(v)(C)(2) hereof or this Section 4.07(b)(ii) and are not Excluded Contributions or Excluded Amounts;

(ix) advances or loans to (a) any future, present or former officer, director, employee or consultant of the Parent Guarantor or a Restricted Subsidiary to pay for the purchase or other acquisition for value of Equity Interests of the Parent Guarantor (other than Disqualified Stock or Designated Preference Shares), or any obligation under a forward sale agreement, deferred purchase agreement or deferred payment arrangement pursuant to any management equity plan or stock option plan or any other management or employee benefit or incentive plan or other agreement or arrangement or (b) any management equity plan, employee benefit trust or stock option plan or any other management or employee benefit or incentive plan or unit trust or the trustees of any such plan or trust to pay for the purchase or other acquisition for value of Equity Interests of the Parent Guarantor (other than Disqualified Stock or Designated Preference Shares); provided that the total aggregate amount of Restricted Payments made under this Section 4.07(b)(ix) does not exceed $6.020.0 million at any time outstanding following the 2024 Notes Issuance Date,;

(xvi) so long as no Default or Event of Default has occurred and is continuing (or would result therefrom), any Restricted Payment; provided that the Consolidated Net Leverage Ratio on a pro forma basis after giving effect to any such dividend, distribution, advance, loan or other payment and any Indebtedness incurred in connection therewith does not exceed 3.253.50 to 1.0;

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(xviii) so long as no Default or Event of Default has occurred and is continuing (or would result therefrom), the declaration and payment by the Parent Guarantor of, or loans, advances, dividends or distributions to any Parent Holdco to pay, dividends on the common stock or common equity interests of the Parent Guarantor or any Parent Holdco following a Public Equity Offering of such common stock or common equity interests following September 18, 2019, in an amount not to exceed in any fiscal year the greater of (a) 6% of the Net Cash Proceeds received by the Parent Guarantor from such Public Equity Offering or contributed to the equity (other than through the issuance of Disqualified Stock or Designated Preference Shares or through an Excluded Contribution or Excluded Amounts or a Parent Debt Contribution) of the Parent Guarantor and (b) following the Public Equity Offering, an amount equal to the greater of either (A) 6% of the Market Capitalization or (B) 6% of the IPO Market Capitalization; provided that in the case of this clause (b ) after giving pro forma effect to such loans, advances, dividends or distributions, the Consolidated Net Leverage Ratio shall be equal to or less than 3.754.0 to 1.0;

(xx) so long as no Default or Event of Default has occurred and is continuing, other Restricted Payments in an aggregate amount not to exceed the greater of $50.0350.0 million and 2.06.0% of the Total Assets of the Parent Guarantor following the 2024 Notes Issue Date; in any fiscal year since the Issue Date, pro rated for any partial fiscal year (including the fiscal year in which the Issue Date falls).

(a) The Parent Guarantor will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Parent Guarantor will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Parent Guarantor may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock and any Restricted Subsidiary may incur Indebtedness or issue preferred stock, if on the date on which such Indebtedness is incurred or such Disqualified Stock or preferred stock is issued, as the case may be, the Parent Guarantor’s Consolidated Net Leverage Ratio would not exceed 4.004.50 to 1.0 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the Indebtedness had been incurred or the Disqualified Stock or preferred stock had been issued on such date.

(i) the incurrence of Indebtedness under (A) the Parent RevolvingCredit FacilityFacilities in an aggregate principal amount at any one time outstanding under this Section 4.09(b)(i)(A) not to exceed $300.0 million; and (B) Credit Facilities not described in Section 4.09(b)(i)(A) hereof in an aggregate principal amount at any one time outstanding under this Section 4.09(b)(i)(B) not to exceed U.S.$500.0$1,000.0 million, plus in the case of any refinancing of any Indebtedness permitted under thesethis Sections 4.09(b)(i)(A) or (B) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing;

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(ii) Indebtedness outstanding on the 2024 Notes Issue Date after giving pro forma effect to the Transactions and the use of the net proceeds thereof (other than Indebtedness described in Sections 4.09(b)(i) and (iii) hereof);

(iii) the incurrence by the Issuer and the Guarantors of Indebtedness represented by the Senior Notes (other than Additional Senior Notes) and the related Note Guarantees (including any future Note Guarantees) and the Existing Notes and guarantees of the Existing Notes and, without limitation, any lending made with the proceeds thereof between or among the Parent Guarantor and its Restricted Subsidiaries;

(iv)the incurrence by the Parent Guarantor or any Restricted Subsidiary of Indebtedness representing (x) Capital Lease Obligations, mortgage financings, purchase money obligations or other Indebtedness incurred for the purpose of financing all or any part of the purchase price, lease expense, rental payments or cost of design, construction, installation or improvement of property, plant or equipment or other assets (including Capital Stock) used in the business of the Parent Guarantor or any of its Restricted Subsidiaries not to exceed the greater of $75.0150.0 million or 3.0% of the Total Assets of the Parent Guarantor at any time outstanding following the 2024 Notes Issuance Date; or (y) any Non-Issuer Group Lease Obligations;, or (z) without prejudice to any other permission set forth herein, (i) Capital Lease Obligations incurred in the ordinary course of business and consistent with past practice and (ii) consisting of any obligations in respect of a lease, concession or license of property (or guarantee thereof) which would be considered an operating lease under IFRS (or would have previously been categorized as operating leases prior to the adoption of IFRS 16 (Leases));

(vii)​ ​the incurrence by the Issuer or any Restricted Subsidiary of intercompany Indebtedness between or among the Issuer or any Restricted Subsidiary; provided that the Indebtedness arises under guarantees entered into pursuant to section 2:403 of the Dutch Civil Code in respect of a Restricted Subsidiary incorporated in the Netherlands and any residual liability with respect to such guarantees arising under Section 2:404 of the Dutch Civil Code;

(xiv) Indebtedness of (A) any Person outstanding on the date on which such Person becomes a Restricted Subsidiary or is merged, consolidated, amalgamated or otherwise combined with (including pursuant to any acquisition of assets and assumption of related liabilities) the Parent Guarantor or any Restricted Subsidiary (other than Indebtedness incurred to provide all or any portion of the funds used to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by the Parent Guarantor or a Restricted Subsidiary or otherwise in connection with, or in contemplation of, such acquisition) or (B) the Parent Guarantor or any Restricted Subsidiary incurred in relation to any such acquisition, merger, consolidation, amalgamation or combination; provided, however, with respect to this Section 4.09(b)(xiv), that at the time of the acquisition or other transaction pursuant to which such Indebtedness was incurred or deemed to be incurred (x) the Parent Guarantor would have been able to incur $1.00 of additional Indebtedness pursuant to Section 4.09(a) hereof after giving effect to the incurrence of such Indebtedness pursuant to this Section 4.09(b)(xiv) calculated on a pro forma basis or (y) the Consolidated Net Leverage Ratio would be equal or less than the Consolidated Net Leverage Ratio immediately prior to giving effect to such acquisition or other transaction

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on a pro forma basis or, in the case of any Indebtedness incurred in reliance on Section 4.09(b)(xiv)(A), the principal amount of such Indebtedness is discharged, or otherwise reclassified in any manner that complies with this Section 4.09, within one year of incurrence;

(xxii) Indebtedness incurred by the Parent Guarantor and any Restricted Subsidiary under local Credit Facilities in an aggregate principal amount at any one time outstanding under this clause this Section 4.09(b)(xxii), not to exceed $25.050.0 million, plus in the case of any refinancing of any Indebtedness permitted under this Section 4.09(b)(xxii) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing;

(xxiii)any joint and several liability in respect of any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same) as a result of a fiscal unity (fiscale eenheid) for Dutch corporate tax or value added tax purposes (or any similar structure of any other jurisdiction having similar effect) in respect of the Parent Guarantor or any Restricted Subsidiary;

(xxv)the incurrence of Indebtedness by the Parent Guarantor or any of its Restricted Subsidiaries in an aggregate principal amount at any time outstanding, including all Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this Section 4.09(b)(xxv), not to exceed the greater of $75.0150.0 million and 3.0% of the Total Assets of the Parent Guarantor at any time outstanding following the 2024 Notes Issue Date,

provided that the amount of Indebtedness incurred by any Restricted Subsidiary that is not a Guarantor in reliance on Sections 4.09(a) or clauses (b)(ii) or (b)(xxv) hereof (x) with respect to any Issuer Group Restricted Subsidiary, shall be limited to the greater of U.S.$75.0150.0 million and 3.0% of the Total Assets of the Issuer and (y) with respect to any other Restricted Subsidiary that is not an Issuer Group Restricted Subsidiary, shall be limited to the Priority Debt Cap at any time outstanding.

All Indebtedness under the IHS Holding 2020 Revolving Credit Facility, the Nigeria 2023 Revolving Credit Facility and the Nigeria 2023 Term Loan the Parent Revolving Credit Facility and the Senior Credit Facilities outstanding on thefollowing the 2024 Notes Issue Date shall be incurred under Section 4.09(b)(i)(A) and 4.09(b)(i)(B) hereof, respectively, and may not be reclassified;

(G)any Designated Non-Cash Consideration received by the Parent Guarantor or any of its Restricted Subsidiaries in such Asset Sales having an aggregate fair market value, when taken together with all other Designated Non-Cash Consideration received pursuant to this Section 4.10(a)(ii)(G) that is at that time outstanding, not to exceed the greater of $50.0100.0

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million and 2.0% of the Total Assets of the Parent Guarantor following the 2024 Notes Issue Date, measured at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value).

(i) (A) prepay, repay, redeem or purchase (including through open market purchases, voluntary tender offers or privately negotiated transactions at market prices) Pari Passu Indebtedness at a price of no more than 100% of the principal amount of such Pari Passu Indebtedness plus accrued and unpaid interest to the date of such prepayment, repayment, purchase or redemption; provided that the Parent Guarantor shall redeem, repay or repurchase Pari Passu Indebtedness that is Public Debt pursuant to this Section 4.10(b)(i)(A) only if the Parent Guarantor makes (at such time or subsequently in compliance with this covenant) an offer to all holders of the Senior Notes to purchase their Senior Notes in accordance with the provisions set forth below for an Asset Sale Offer for an aggregate principal amount of Senior Notes at least equal to the proportion that (x) the total aggregate principal amount of Senior Notes outstanding bears to (y) the sum of the total aggregate principal amount of Senior Notes outstanding plus the total aggregate principal amount outstanding of such Pari Passu Indebtedness (a “Public Debt Offer”), provided further that such Public Debt Offer shall not be required if the Issuer was eligible to, and has, made a Non-Pro Rata Election (as defined below) in respect of such Net Proceeds; (B) with respect to assets of a Restricted Subsidiary that is not a Guarantor, prepay, repay, repurchase or redeem (including through open market purchases, voluntary tender offers or privately negotiated transactions at market prices) any of its Indebtedness; or (C) prepay, repay, repurchase or redeem any Indebtedness that is secured on any asset which security does not also secure the Senior Notes on a pari passu or senior basis (and in each of Sections 4.10(b)(i)(A) and (B) hereof and this Section 4.10(b)(i)(C), other than Indebtedness that is owed to the Parent Guarantor or a Restricted Subsidiary);

(c)​ ​​ ​The Issuer shall be permitted, at any time and from time to time following the 2024 Notes Issuance Date through the date that is three years from the 2024 Notes Issuance Date, to make one or more elections to apply up to a maximum of $1.0 billion in aggregate (or its equivalent in other currencies) of the Net Proceeds of Asset Sales pursuant to clause (1) above to the redemption, repayment or repurchase of any Pari Passu Indebtedness that is Public Debt without being required to make a Public Debt Offer (any such election, a “Non-Pro Rata Election”). Following any such Non-Pro Rata Election, any proceeds so applied shall be considered a permitted application of Net Proceeds pursuant to this Indenture.

(e) Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.10(b) hereof will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $40.0100.0 million, within ten Business Days thereof, or at any earlier time at the Issuer’s election, the Issuer will make an offer (an “Asset Sale Offer”) to all Holders and may, to the extent the Issuer so elects, make an offer to holders of Pari Passu Indebtedness to purchase, prepay or redeem with the proceeds of sales of assets in accordance with Section 3.10 hereof the maximum principal amount of Senior Notes and such other Pari Passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased,

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prepaid or redeemed out of the Excess Proceeds. The offer price for the Senior Notes in any Asset Sale Offer will be equal to (i) solely in the case of the Senior Notes, 100% of the principal amount of the applicable series, which shall be repurchased in integral multiples of $1,000; provided that Senior Notes of $200,000 or less may only be redeemed in whole and not in part; and (ii) solely in the case of any other Pari Passu Indebtedness, no greater than 100% of the principal amount, plus, in the case of (i) and (ii), accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, prepayment or redemption, subject to the rights of the Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Parent Guarantor and its Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by this Senior Notes Indenture. If the aggregate principal amount of Senior Notes and other Pari Passu Indebtedness tendered into (or to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, or if the aggregate principal amount of Senior Notes tendered pursuant to an Asset Sale Offer that is an application of Net Proceeds pursuant to Section 4.10(b)(i) hereof exceeds the amount of the Net Proceeds so applied, the Trustee or the Registrar, as applicable, will select the Senior Notes and such other Pari Passu Indebtedness, if applicable, to be purchased on a pro rata basis (or in the manner described under Section 3.02 hereof), based on the amounts tendered or required to be prepaid or redeemed in integral multiples of $1,000; provided that Senior Notes of $200,000 or less may only be redeemed in whole and not in part. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Neither the Trustee nor the Registrar shall be liable for any selections made by it in accordance with this Section 4.10.

(a) The Parent Guarantor will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any services) with any Affiliate of the Parent Guarantor (any such transaction or series of related transactions being, an “Affiliate Transaction”) involving aggregate value in excess of $10.040.0 million, unless

(i) the Affiliate Transaction is on terms that are not materially less favorable to the Parent Guarantor or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Parent Guarantor or such Restricted Subsidiary with an unrelated Person; and

(ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate value in excess of U.S.$30.050.0 million, a resolution of the Board of Directors of the Parent Guarantor set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Parent Guarantor, or, if there are not sufficient disinterested members of the Board of Directors of the Parent Guarantor to form a majority, by a majority of the Board of Directors.

(a) The Parent Guarantor will not cause or permit any of its Restricted Subsidiaries that is not a Guarantor, directly or indirectly, to guarantee the payment of, assume or in any manner become liable with respect to any other Indebtedness of the Parent Guarantor or a

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Guarantor incurred under Credit Facilities in excess of the greater of $20.040.0 million and 0.8% of the Total Assets of the Parent Guarantor or that constitutes Public Debt unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Senior Notes by such Restricted Subsidiary, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness.

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(d)This Section 5.01 will not apply to (i) any consolidation or merger of any Restricted Subsidiary that is not a Guarantor with and into the Issuer or a Guarantor; (ii) any consolidation or merger of any Guarantor with or into the Issuer or any other Guarantor; or (iii) any Permitted Reorganization effected in compliance with the definition thereof or (iv) any Guarantor Redomiciliation; provided that, in the case of Sections 5.01(d)(i) and (ii) hereof, Sections 5.01(a)(ii) and 5.01(a)(v) hereof will be complied with. Sections 5.01(a)(iii), 5.01(a)(iv) and 5.01(b)(ii) hereof will not apply to any merger or consolidation of the Issuer or any Guarantor with or into an Affiliate solely for the purpose of reincorporating the Issuer or such Guarantor in another jurisdiction. This Section 5.01 will not apply to any transaction undertaken in accordance with Section 5.03 hereof.

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Section 4. Global Notes and General.

(a)Each Global Note shall be deemed supplemented, modified and amended in such manner as necessary to make the terms of such Global Note consistent with the terms of the Senior Notes Indenture, as supplemented and amended by this Third Supplemental Senior Notes Indenture. To the extent of any conflict between the terms of the Global Notes and the terms of the Senior Notes Indenture, as supplemented by this Third Supplemental Senior Notes Indenture, the terms of the Senior Notes Indenture, as supplemented by this Third Supplemental Senior Notes Indenture, shall govern and be controlling.

(b)By consenting to the Proposed Amendments (as defined in the Tender Offer and Consent Solicitation Statement), the holders in respect of the 2027 Notes consented to any and all ancillary and conforming changes to the Indenture and the 2027 Notes which, in the good faith determination of the Issuer, are necessary to give effect to the form and substance of the Proposed Amendments (as defined in the Tender Offer and Consent Solicitation Statement), provided however that any such ancillary and conforming changes shall only be permitted to the extent they can be made under the Indenture in accordance with the Required Consents (as defined in the Tender Offer and Consent Solicitation Statement) obtained. The Trustee shall rely conclusively and without further investigation or liability on an Officer’s Certificate from the Issuer and an Opinion of Counsel, each in accordance with the terms of the Indenture, to the effect that the Trustee in respect of the 2027 Notes is authorized and permitted under the Indenture to enter into any further supplemental indenture to effect the Proposed Amendments (as defined in the Tender Offer and Consent Solicitation Statement) and such ancillary and conforming changes relating thereto.

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Section 5.Conformed Indenture.

Attached hereto as Exhibit 1 (Conformed Indenture), is a copy of the Senior Notes Indenture which has been amended to reflect the amendments set forth in Section 3 and Section 4 hereof (the “Conformed Indenture”). For the avoidance of doubt, the Conformed Indenture has been included solely at the request of the Trustee, is for convenience, and to the extent there is any conflict between the Conformed Indenture and the Indenture, as amended by this Third Supplemental Senior Notes Indenture, then the Indenture, as amended by this Third Supplemental Indenture, shall prevail.

Section 6.Ratification and Effect.

(a)Except as hereby expressly waived, supplemented, modified and amended, the Senior Notes Indenture is in all respects ratified and confirmed and all the terms, provisions and conditions thereof shall be and remain in full force and effect, including without limitation, Section 7.06 thereof.

(b)Upon and after the execution of this Third Supplemental Senior Notes Indenture, each reference in the Senior Notes Indenture to “this Senior Notes Indenture,” “hereunder,” “hereof” or words of like import referring to the Senior Notes Indenture shall mean and be a reference to the Senior Notes Indenture as modified hereby.

Section 7.Incorporation by Reference.

Section 12.06 of the Senior Notes Indenture is incorporated by reference to this Third Supplemental Senior Notes Indenture as if more fully set out herein.

Section 8.Governing Law.

THIS THIRD SUPPLEMENTAL SENIOR NOTES INDENTURE, THE SENIOR NOTES AND THE NOTE GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 9.Counterpart Originals.

The parties may sign any number of copies of this Third Supplemental Senior Notes Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

The Trustee, in any of its capacities under the Senior Notes Indenture, shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Third Supplemental Senior Notes Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer, the Parent Guarantor and the Guarantors.

If any provision of this Third Supplemental Senior Notes Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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The Section headings herein are for convenience only and shall not affect the construction hereof.

To the extent of any inconsistency between the terms of the Senior Notes Indenture or the Global Notes and this Third Supplemental Senior Notes Indenture, the terms of this Third Supplemental Senior Notes Indenture will control.

This Third Supplemental Senior Notes Indenture constitutes the entire agreement of the parties hereto with respect to the amendments to the Senior Notes Indenture and waivers under the Senior Notes Indenture set forth herein.

All covenants and agreements in this Third Supplemental Senior Notes Indenture given by the parties hereto shall bind their successors.

(Signature pages follow)

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IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Senior Notes Senior Notes Indenture to be duly executed and attested, all as of the date first above written.

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(Signature page to Third Supplemental Senior Notes Indenture)

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(Signature page to Third Supplemental Senior Notes Indenture)

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(Signature page to Third Supplemental Senior Notes Indenture)

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(Signature page to Third Supplemental Senior Notes Indenture)

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(Signature page to Third Supplemental Senior Notes Indenture)

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(Signature page to Third Supplemental Senior Notes Indenture)

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(Signature page to Third Supplemental Senior Notes Indenture)

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(Signature page to Third Supplemental Senior Notes Indenture)

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(Signature page to Third Supplemental Senior Notes Indenture)

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(Signature page to Third Supplemental Senior Notes Indenture)

Exhibit 1 - Conformed Indenture

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E-1

CONFORMED COPY REFLECTING THIRD SUPPLEMENTAL INDENTURE DATED NOVEMBER 29, 2024

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DATED AS OF SEPTEMBER 18, 2019

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IHS NETHERLANDS HOLDCO B.V.,

as the Issuer

EACH OF THE GUARANTORS PARTY HERETO

as Guarantors

and

CITIBANK N.A., LONDON BRANCH,

as Trustee, Principal Paying Agent, Transfer Agent and Registrar

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SENIOR NOTES INDENTURE

7.125% SENIOR NOTES DUE 2025

8.000% SENIOR NOTES DUE 2027

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Table of Contents

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EXHIBITS

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SENIOR NOTES INDENTURE dated as of September 18, 2019 among IHS NETHERLANDS HOLDCO B.V., a private limited liability company incorporated under the laws of the Netherlands, having its registered office at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, registered with the Dutch trade register under number 66017912 (the “Issuer”), the Guarantors (as defined), CITIBANK, N.A., LONDON BRANCH, as trustee, principal paying agent, transfer agent and registrar.

The Issuer, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined) of the 7.125% Senior Notes due 2025 (the “2025 Senior Notes”) and the 8.000% Senior Notes due 2027 (the “2027 Senior Notes” and, together with the 2025 Notes, the “Senior Notes”) and the Holders of any Additional Senior Notes (as defined below):

DEFINITIONS AND INCORPORATION BY REFERENCE

Definitions.

“144A Definitive Registered Note” means a Definitive Registered Note resold in reliance on Rule 144A.

“144A Global Note” means a 2025 144A Global Note or a 2027 144A Global Note.

“2024 Notes Issue Date” means the date of issuance of the New Notes by the Parent Guarantor, part of the proceeds of which are to be used to fund a tender offer for, among other debt securities, the Notes, as described in the tender offer and consent solicitation memorandum dated November 12, 2024.

“2025 144A Global Note” means a Global Note bearing the Global Note Legend and the Private Placement Legend and deposited with Citibank, N.A., London Branch as Custodian for DTC and registered in the name of Cede & Co. as nominee that will be issued in an initial amount equal to the principal amount of the 2025 Senior Notes sold in reliance on Rule 144A.

“2027 144A Global Note” means a Global Note bearing the Global Note Legend and the Private Placement Legend and deposited with Citibank, N.A., London Branch as Custodian for DTC and registered in the name of Cede & Co. as nominee that will be issued in an initial amount equal to the principal amount of the 2027 Senior Notes sold in reliance on Rule 144A.

“2025 Global Note” means a 2025 144A Global Note and a 2025 Regulation S Global Note.

“2027 Global Note” means a 2027 144A Global Note and a 2027 Regulation S Global Note.

“2025 Regulation S Global Note” means a Global Note bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of Citivic Nominees Limited as nominee for Euroclear and Clearstream that will be issued in an

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initial amount equal to the principal amount of the 2025 Senior Notes initially resold in reliance on Regulation S.

“2027 Regulation S Global Note” means a Global Note bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of Citivic Nominees Limited as nominee for Euroclear and Clearstream that will be issued in an initial amount equal to the principal amount of the 2027 Senior Notes initially resold in reliance on Regulation S.

“2025 Senior Notes” means the 7.125% Senior Notes due 2025 issued under this Senior Notes Indenture.

“2027 Senior Notes” means the 8.000% Senior Notes due 2027 issued under this Senior Notes Indenture.

“Acquired Debt” means, with respect to any specified Person:

(1)Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary; and

(2)Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Additional 2025 Senior Notes” means additional 2025 Senior Notes (other than the Initial 2025 Senior Notes) issued under this Senior Notes Indenture in accordance with Section 2.02 hereof, as part of the same series as the Initial Senior Notes.

“Additional 2027 Senior Notes” means additional 2027 Senior Notes (other than the Initial 2027 Senior Notes) issued under this Senior Notes Indenture in accordance with Section 2.02 hereof, as part of the same series as the Initial Senior Notes.

“Additional Senior Notes” means any Additional 2025 Senior Notes and Additional 2027 Senior Notes.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” have correlative meanings.

“Agent” means any Registrar, co-registrar, Transfer Agent, Authenticating Agent, Paying Agent or additional paying agent.

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“Amendment Date” means the date on which the Supplemental Indenture with respect to the Proposed Amendments is entered into.

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

(1)1.0% of the principal amount of the Note of such series; or

(2)the excess of:

(a)the present value at such redemption date of (x) the redemption price of such Senior Note at September 18, 2021 in the case of the 2025 Notes and September 18, 2022 in the case of the 2027 Notes (such redemption price for each series being set forth in the table appearing in Section 3.07 (d) hereof), plus (y) all required interest payments due on such Senior Note through September 18, 2021 in the case of the 2025 Notes and September 18, 2022 in the case of the 2027 Notes (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(b)the principal amount of such Senior Note,

as calculated by the Issuer or on behalf of the Issuer by such Person as the Issuer may engage.

For the avoidance of doubt, calculation of the Applicable Premium shall not be a duty or obligation of the Trustee, the Registrar or any Paying Agent.

“Applicable Procedures” means, with respect to any transfer or exchange of or for Book-Entry Interests in any Global Note, the rules and procedures of the DTC, Euroclear and/or Clearstream that apply to such transfer or exchange.

“Approved Issuer Substitution Jurisdiction” means an Approved Jurisdiction (other than the Federal Republic of Nigeria) and any other jurisdiction considered suitable for listing by any Recognized Stock Exchange, provided that, in both cases, such jurisdiction will not cause the New Issuer to have the right to redeem any Senior Notes pursuant to Section 3.08 hereof immediately following the Substitution.

“Approved Jurisdiction” means any state which is a member of the European Union (including the United Kingdom), the Federal Republic of Nigeria, the Cayman Islands, Mauritius, Switzerland, Canada, the United States, any state thereof or the District of Columbia.

“Asset Sale” means:

(1)the sale, lease, conveyance or other disposition of any assets by the Parent Guarantor or any of its Restricted Subsidiaries; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Parent Guarantor and its Restricted Subsidiaries taken as a whole will be governed by Section 4.13 hereof and/or Section 5.01 hereof and not by Section 4.10 hereof; and

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(2)the issuance of Equity Interests by any Restricted Subsidiary or the sale by the Parent Guarantor or any of its Restricted Subsidiaries of Equity Interests in any Subsidiary of the Parent Guarantor (in each case, other than directors’ qualifying shares).

Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

(1)any single transaction or series of related transactions that involves assets having a fair market value of less than the greater of $25.0 million and 0.8% of the Total Assets of the Parent Guarantor;

(2)a transfer of assets or Equity Interests between or among the Parent Guarantor and any Restricted Subsidiary;

(3)an issuance of Equity Interests by a Restricted Subsidiary to the Parent Guarantor or to another Restricted Subsidiary;

(4)the sale, lease or other transfer of accounts receivable, inventory or other assets in the ordinary course of business and any sale or other disposition of damaged, worn-out or obsolete assets or assets disposed of in connection with any decommissioned sites or assets that are no longer useful in the conduct of the business of the Parent Guarantor and its Restricted Subsidiaries;

(5)licenses and sublicenses by the Parent Guarantor or any of its Restricted Subsidiaries in the ordinary course of business;

(6)any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business;

(7)the granting of Liens not prohibited by Section 4.12 hereof;

(8)the sale or other disposition of cash or Cash Equivalents;

(9)a Restricted Payment that does not violate Section 4.07 hereof, a Permitted Investment or any transaction specifically excluded from the definition of Restricted Payment or, solely for purposes of Section 4.10 (b) hereof, asset sales, the proceeds of which are used to make such Restricted Payments (in accordance with Section 4.07 hereof) or Permitted Investments;

(10)the disposition of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;

(11)the foreclosure, condemnation or any similar action (including as a result of a seizure, expropriation, nationalization, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority) 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;

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(12)the disposition of assets to a Person who is providing services (the provision of which have been or are to be outsourced by the Parent Guarantor or any Restricted Subsidiary to such Person) related to such assets; and

(13)sales or dispositions of receivables in connection with any Qualified Receivables Financing or any factoring transaction or in the ordinary course of business.

“Bankruptcy Law” means (1) Title 11 of the U.S. Code or (2) any other law of the United States (or any political subdivision thereof), the Federal Republic of Nigeria (or any political subdivision thereof), the Netherlands (or any political subdivision thereof), or the laws of any other jurisdiction or any political subdivision thereof relating to bankruptcy, insolvency, receivership, winding up, liquidation, reorganization or relief of debtors as may be amended from time to time.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the U.S. Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the U.S. Exchange Act), (i) such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time; and (ii) such “person” will not be deemed to have beneficial ownership of the securities of any other person solely because each such person is party to the shareholders agreement relating to the Capital Stock of IHS Holding Limited or any Parent Holdco to the extent the terms of such agreement as it exists on the Issue Date convey beneficial ownership. The terms “Beneficially Owns,” “Beneficially Owned” and “Beneficial Ownership” have corresponding meanings.

“Board of Directors” means:

(1)with respect to a corporation, the board of directors of the corporation or any committee ▇▇▇▇▇▇▇ ▇▇▇▇ authorized to act on behalf of such board;

(2)with respect to an exempted company, the board of directors of the exempted company or any committee thereof duly authorized to act on behalf of such board;

(3)with respect to a partnership, the board of directors of the general partner of the partnership or any committee ▇▇▇▇▇▇▇ ▇▇▇▇ authorized to act on behalf of such board;

(4)with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

(5)with respect to any other Person, the board or committee of such Person serving a similar function.

“Book-Entry Interest” means a beneficial interest in a Global Note held by or through a Participant.

“Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions in London, New York, Lagos, the jurisdiction of incorporation of the Issuer or a place of payment under this Senior Notes Indenture are authorized or required by law to close.

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“Capital Lease Obligation” means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes on the basis of IFRS. The amount of Indebtedness will be, at the time any determination is to be made, the amount of such obligation required to be capitalized on a balance sheet (excluding any notes thereto) prepared in accordance with IFRS, and the stated maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without penalty.

“Capital Stock” means:

(1)in the case of a corporation, corporate stock;

(2)in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3)in the case of a partnership or limited liability company, partnership interests (whether general or limited), shares or membership interests; and

(4)any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Cash Equivalents” means:

(1)direct obligations (or certificates representing an interest in such obligations) issued by, or unconditionally guaranteed by, the government of a member state of the European Union (including the United Kingdom), Nigeria, the United States of America or any state thereof, Switzerland or the government of the jurisdiction of organization of any Restricted Subsidiary (including, in each case, any agency or instrumentality thereof), as the case may be, the payment of which is backed by the full faith and credit of the relevant member state of the European Union (including the United Kingdom), the Federal Republic of Nigeria, the United States of America or Switzerland, as the case may be, and which are not callable or redeemable at the issuer’s option;

(2)overnight bank deposits, time deposit accounts, certificates of deposit, banker’s acceptances and money market deposits with maturities (and similar instruments) of 12 months or less from the date of acquisition issued by a bank or trust company, or a local branch or Subsidiary of a bank or trust company, which is organized under, or authorized to operate as a bank or trust company under, the laws of a member state of the European Union (including the United Kingdom), Nigeria, or of the United States of America or any state thereof, Switzerland or the government of the jurisdiction of organization of any Restricted Subsidiary or any commercial banking institution that is a member of the U.S. Federal Reserve System, in each case, either (a) having combined capital and surplus and undivided profits of not less than $250.0 million (or the foreign currency equivalent thereof as of the date of such investment), whose long term, unsecured, unsubordinated and unguaranteed debt has a rating, at the time any investment is made therein, of at least “BBB” or the equivalent thereof from S&P and at least “Ba3” or the equivalent thereof from ▇▇▇▇▇’▇ or the equivalent rating category of another internationally recognized rating agency; (b) which has its primary registration in a jurisdiction in which the Parent Guarantor or a

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Restricted Subsidiary conducts its business or is organized and which would rank, in terms of combined capital and surplus and undivided profits or the ratings on its long term debt, among the top ten such banks registered in such jurisdiction or (c) which is a lender under any Credit Facility to which the Issuer or any Guarantor is a party;

(3)repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (1) and (2) above entered into with any financial institution meeting the qualifications specified in clause (2) above;

(4)commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within one year after the date of acquisition;

(5)money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (4) of this definition; and

(6) other instruments customarily utilized for high quality investments that can be readily monetized without material risk of loss in the good faith judgment of a responsible financial or accounting officer of the Parent Guarantor or any of its Restricted Subsidiaries.

“Change of Control” means the occurrence of any of the following:

(1)the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Parent Guarantor and its Subsidiaries, taken as a whole, to any Person (including any “person” (as that term is used in Section 13(d)(3) of the U.S. Exchange Act)) other than one or more Permitted Holders (other than any such sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Parent Guarantor to an Affiliate of the Parent Guarantor for the purpose of reincorporating the Parent Guarantor in another jurisdiction provided that such transaction complies with Article 5 hereof);

(2)the adoption of a plan relating to the liquidation or dissolution of the Parent Guarantor; or

(3)the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any Person (including any “person” (as defined above), other than one or more Permitted Holders, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Parent Guarantor, measured by voting power rather than number of shares; provided that any Voting Stock of which any Permitted Holder is the “beneficial owner” (other than deemed beneficial ownership derived from membership in a “group”) shall not be included in any Voting Stock of which any such person or group is the “beneficial owner” (as so defined), unless that person or group is not an affiliate of a Permitted Holder and has greater voting power with respect to that Voting Stock,

provided that, in the case of the preceding clauses (1) and (3), a Change of Control shall not be deemed to have occurred if such Change of Control is also a Specified Change of Control Event.

“Clearstream” means Clearstream Banking, société anonyme.

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“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Common Depositary” means a depositary common to Euroclear and Clearstream, being initially Citibank Europe plc, until a successor replaces it and thereafter means the successor serving hereunder.

“Consolidated EBITDA” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus the following to the extent deducted in calculating such Consolidated Net Income, without duplication:

(1)provision for current and deferred taxes based on income or profits of such Person and its Subsidiaries which are Restricted Subsidiaries for such period; plus

(2)without double counting, the Consolidated Interest Expense of such Person and its Subsidiaries which are Restricted Subsidiaries for such period and Receivables Fees; plus

(3)depreciation, amortization (including, without limitation, amortization of intangibles and deferred financing fees) and other non-cash charges and expenses (including without limitation write downs and impairment of property, plant, equipment and intangibles and other long-lived assets and the impact of purchase accounting on the Parent Guarantor and its Restricted Subsidiaries for such period) of the Parent Guarantor and its Restricted Subsidiaries (excluding any such non-cash charge or expense to the extent that it represents an accrual of or reserve for cash charges or expenses in any future period or amortization of a prepaid cash charge or expense that was paid in a prior period) for such period; plus

(4)any expenses, charges or other costs related to the issuance of any Capital Stock, any Permitted Investment, acquisition, disposition, recapitalization, listing or the incurrence of Indebtedness permitted to be incurred under Section 4.09 hereof (including refinancing thereof) whether or not successful, including (a) such fees, expenses or charges related to any incurrence of Indebtedness issuance and (b) any amendment or other modification of any incurrence; plus

(5)any foreign currency translation losses (including losses related to currency remeasurements of Indebtedness) of the Parent Guarantor and its Restricted Subsidiaries; plus

(6)the amount of management, monitoring, consulting and advisory fees and related expenses paid in such period to any Parent Holdco of the Parent Guarantor to the extent permitted by Section 4.11 hereof; plus

(7)the amount of any minority interest expense consisting of subsidiary income attributable to minority equity interests of third parties in any non-Wholly-Owned Subsidiary in such period or any prior period; plus

(8)any impairment of property, plant and equipment and prepaid land rent, or withholding tax receivable; plus

(9)the unwinding of discount on decommissioning liability; plus

(10)loss on revaluation of derivative financial instruments; plus

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(11)any foreign currency translation gains (including gains related to currency re-measurements of Indebtedness) of the Parent Guarantor and its Restricted Subsidiaries; minus

(12)any extraordinary, exceptional or unusual gain; minus

(13)non-cash items increasing such Consolidated Net Income for such period (other than any non-cash items increasing such Consolidated Net Income pursuant to clauses (1) through (11) of the definition of Consolidated Net Income), other than the reversal of a reserve for cash charges in a future period in the ordinary course of business,

in each case, on a consolidated basis and determined in accordance with IFRS.

“Consolidated Interest Expense” means, for any period (in each case, determined on the basis of IFRS), the consolidated net interest income/expense of the Parent Guarantor and its Restricted Subsidiaries, whether paid or accrued, including any pension liability interest cost, plus or including (without duplication) any interest, costs and charges consisting of:

(1)interest expense attributable to Capital Lease Obligations;

(2)amortization of debt discount, debt issuance cost and premium;

(3)non-cash interest expense;

(4)commissions, discounts and other fees and charges owed with respect to financings not included in clause (2) above;

(5)costs associated with Hedging Obligations;

(6)dividends on other distributions in respect of all Disqualified Stock of the Parent Guarantor and all preferred stock of any Restricted Subsidiary, to the extent held by Persons other than the Parent Guarantor or a Subsidiary of the Parent Guarantor;

(7)any consolidated interest expense that was capitalized during such period; and

(8)interest actually paid by the Parent Guarantor or any Restricted Subsidiary under any Guarantee of Indebtedness or other obligation of any other Person.

Notwithstanding any of the foregoing, Consolidated Interest Expense shall not include (i) any interest accrued, capitalized or paid in respect of Subordinated Shareholder Debt and (ii) any commissions, discounts, yield and other fees and charges related to a Qualified Receivables Financing.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the net income (loss) of such Person and its Subsidiaries which are Restricted Subsidiaries for such period, on a consolidated basis (excluding the net income (loss) of any Unrestricted Subsidiary), determined in accordance with IFRS and without any reduction in respect of preferred stock dividends; provided that:

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(1)the net income (loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Restricted Subsidiary which is a Subsidiary of the Person;

(2)solely for the purpose of determining the amount available for Restricted Payments under Section 4.07(a)(v)(C)(1) hereof, any net income of any Restricted Subsidiary (other than any Guarantor) will be excluded if such Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Parent Guarantor (or any Guarantor that holds the Equity Interests of such Restricted Subsidiary, as applicable) by operation of the terms of such Restricted Subsidiary’s charter or any agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable to such Restricted Subsidiary or its shareholders (other than (a) restrictions that have been waived or otherwise released, (b) restrictions pursuant to the Senior Notes or this Senior Notes Indenture or that are not prohibited under Section 4.08 hereof, (c) contractual restrictions in effect on the Issue Date with respect to the Restricted Subsidiary and other restrictions with respect to such Restricted Subsidiary that taken as a whole, are not materially less favorable to the holders of the Senior Notes than such restrictions in effect on the Issue Date or (d) restrictions pursuant to applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit), except that the Parent Guarantor’s equity in the net income of any such Restricted Subsidiary for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed or that could have been distributed by such Restricted Subsidiary during such period to the Parent Guarantor or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend to another Restricted Subsidiary (other than any Guarantor or the Issuer), to the limitation contained in this clause);

(3)any net gain (or loss) realized upon the sale or other disposition of any asset or disposed operations of the Parent Guarantor or any Restricted Subsidiaries (including pursuant to any sale leaseback transaction) which is not sold or otherwise disposed of in the ordinary course of business (as determined in good faith by the Parent Guarantor) will be excluded;

(4)any one time non-cash charges or any amortization or depreciation resulting from purchase accounting, in each case, in relation to any acquisition of, or merger or consolidation with, another Person or business or resulting from any reorganization or restructuring, liquidation (including provisional liquidation), winding up or like proceeding involving the Parent Guarantor or its Subsidiaries will be excluded;

(5)the cumulative effect of a change in accounting principles will be excluded;

(6)any extraordinary, exceptional or nonrecurring gains or losses or any charges in respect of any restructuring, redundancy or severance (in each case, as determined in good faith by the Parent Guarantor) will be excluded;

(7)any unrealized gains or losses in respect of Hedging Obligations or any ineffectiveness recognized in earnings related to qualifying hedge transactions or the fair value or

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changes therein recognized in earnings for derivatives that do not qualify as hedge transactions, in each case, in respect of Hedging Obligations will be excluded;

(8)any non-cash compensation charge or expenses arising from any grant of stock, stock options or other equity-based awards will be excluded;

(9)any goodwill or other intangible asset impairment charges will be excluded;

(10)all deferred financing costs written off and premium paid in connection with any early extinguishment of Indebtedness and any net gain or loss from any write-off or forgiveness of Indebtedness will be excluded; and

(11)the impact of any accrued interest (including accreting or pay-in-kind interest) on any Subordinated Shareholder Debt will be excluded.

(12)the net gain or loss from the receipt of any insurance proceeds shall be excluded.

“Consolidated Net Leverage” means, as of any date of determination, the sum, expressed in U.S. dollars, of the aggregate outstanding Indebtedness of the Parent Guarantor and its Restricted Subsidiaries on a consolidated basis (excluding Hedging Obligations except to the extent provided in Sections 4.09(e) and 4.09(f) hereof), less cash and Cash Equivalents of such specified person on that date of determination. The U.S. dollar equivalent of the principal amount of Indebtedness denominated in a different currency shall be calculated based on the applicable provisions of Section 4.09 hereof.

“Consolidated Net Leverage Ratio” means, as of any date of determination, with respect to any specified Person, the ratio of (a) Consolidated Net Leverage on such date to (b) the product of (i) the Consolidated EBITDA of the Parent Guarantor for the most recently ended four consecutive fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or other transaction for which the Consolidated Net Leverage Ratio is being calculated is completed provided, however, that, solely for the purpose of calculating the Consolidated Net Leverage Ratio for the incurrence of Indebtedness pursuant to Section 4.09 hereof, the pro forma calculation of the Consolidated Net Leverage Ratio shall not give effect to (i) any Indebtedness incurred on the date on which the event for which the calculation of the Consolidated Net Leverage Ratio is made (the “Calculation Date”) pursuant to the provisions described in Section 4.09 (b) hereof, (other than Section 4.09 (b) (xiv) hereof, the incurrence of which is itself subject to the Consolidated Net Leverage Ratio) or (ii) the discharge on the Calculation Date of any Indebtedness to the extent that such discharge results from the proceeds incurred pursuant to the provisions described in Section 4.09 (b) hereof (other than Section 4.09 (b) (xiv) hereof).

In addition, for purposes of calculating the Consolidated EBITDA for such period:

(1)acquisitions that have been made by the specified Person or any of its Subsidiaries which are Restricted Subsidiaries, including through mergers or consolidations, or by any Person or any of its Subsidiaries which are Restricted Subsidiaries acquired by the specified Person or any of its Subsidiaries which are Restricted Subsidiaries, and including all related financing transactions and including increases in ownership of Subsidiaries which are Restricted

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Subsidiaries, during the four consecutive fiscal quarter reference period or subsequent to such reference period and on or prior to the relevant Calculation Date, or that are to be made on the relevant Calculation Date, will be given pro forma effect (as determined in good faith by a responsible accounting or financial officer of the Parent Guarantor and may include anticipated cost synergies and expense and cost reductions) as if they had occurred on the first day of the four consecutive fiscal quarter reference period;

(2)if since the beginning of such four consecutive fiscal quarter reference period the Parent Guarantor or any Restricted Subsidiary has disposed of any company, any business, or any group of assets constituting an operating unit of a business (any such disposition, a “Sale”) or if the transaction giving rise to the need to calculate the Consolidated Net Leverage Ratio is such a Sale, Consolidated EBITDA for such period will be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets which are the subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such period; provided that if any such sale constitutes “discontinued operations” in accordance with IFRS, Consolidated Net Income shall be reduced by an amount equal to the Consolidated Net Income (if positive) attributable to such operations for such period or increased by an amount equal to the Consolidated Net Income (if negative) attributable thereto for such period;

(3)any Person that is a Restricted Subsidiary on the relevant Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four consecutive fiscal quarter period; and

(4)any Person that is not a Restricted Subsidiary on the relevant Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four consecutive fiscal quarter period.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing in any manner, whether directly or indirectly, any operating lease, dividend or other obligation that, in each case, does not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”), including any obligation of such Person, whether or not contingent:

(1)to purchase any such primary obligation or any property constituting direct or indirect security therefor;

(2)to advance or supply funds:

(a)for the purchase or payment of any such primary obligation; or

(b)to maintain the working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or

(3)to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

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“continuing” means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.

“Credit Facility” means, one or more debt facilities, instruments or arrangements incurred (including the Parent Revolving Credit Facility and the Senior Credit Facilities) or commercial paper facilities and overdraft facilities or indentures or trust deeds or note purchase agreements, in each case, with banks, other institutions, funds or investors, providing for revolving credit loans, term loans, performance guarantees, receivables financing (including through the sale of receivables to such institutions or to special purpose entities formed to borrow from such institutions against such receivables), letters of credit, bonds, notes debentures or other corporate debt instruments or other Indebtedness, in each case, as amended, restated, modified, renewed, refunded, replaced, restructured, refinanced, repaid, increased or extended in whole or in part from time to time (and whether or not with the original administrative agent and lenders or another administrative agent or agents or trustees or other banks or institutions and whether provided under the Parent Revolving Credit Facility and the Senior Credit Facilities or one or more other credit or other agreements, indentures, financing agreements or otherwise) and in each case including all agreements, instruments and documents executed and delivered pursuant to or in connection with the foregoing (including any notes and letters of credit issued pursuant thereto and any guarantee and collateral agreement, patent and trademark security agreement, mortgages or letter of credit applications and other guarantees, pledges, agreements, security agreements and collateral documents). Without limiting the generality of the foregoing, the term “Credit Facilities” shall include any agreement or instrument (1) changing the maturity of any Indebtedness incurred thereunder or contemplated thereby, (2) adding Subsidiaries of the Parent Guarantor as additional borrowers, issuers or guarantors thereunder, (3) increasing the amount of Indebtedness incurred thereunder or available to be borrowed thereunder or (4) otherwise altering the terms and conditions thereof.

“Currency Exchange Protection Agreement” means, in respect of any Person, any foreign exchange contract, currency swap agreement, currency option, cap, floor, ceiling or collar or agreement or other similar agreement or arrangement designed to protect such Person against fluctuations in currency exchange rates as to which such Person is a party.

“Custodian” means Citibank, N.A., London Branch and any and all successors thereto appointed as Custodian hereunder and having become such pursuant to the applicable provisions of this Senior Notes Indenture.

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

“Definitive Registered 2025 Note” means a certificated 2025 Senior Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in

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the form of Exhibit A hereto and bearing the Private Placement Legend, except that such Senior Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Definitive Registered 2027 Note” means a certificated 2025 Senior Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A hereto and bearing the Private Placement Legend, except that such Senior Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Definitive Registered Note” means the Definitive Registered 2025 Note or the Definitive Registered 2027 Note.

“Depositary” means, with respect to the Senior Notes issuable or issued in whole or in part in global form, DTC or Euroclear and Clearstream, in each case, including any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision(s) of this Senior Notes Indenture.

“Designated Non-Cash Consideration” means the fair market value of non-cash consideration received by the Parent Guarantor or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as “Designated Non-Cash Consideration” pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration.

“Designated Preference Shares” means, with respect to the Parent Guarantor or any Parent Holdco of the Parent Guarantor, preferred stock (other than Disqualified Stock) (1) that is issued for cash (other than to the Parent Guarantor or a Subsidiary of the Parent Guarantor or an employee stock ownership plan or trust established by the Parent Guarantor or any such Subsidiary for the benefit of their employees to the extent funded by the Parent Guarantor or such Subsidiary) and (2) that is designated as “Designated Preference Shares” pursuant to an Officer’s Certificate of the Parent Guarantor at or prior to the issuance thereof, the net proceeds of which are excluded from the calculation set forth in Section 4.07(a)(v)(C)(2) hereof.

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, (1) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the six-month anniversary of the date that the Senior Notes mature or (2) provides for, either mandatorily or at the option of the holder of the Capital Stock, the payment of dividends or distributions (other than in the form of Equity Interests that are not Disqualified Stock). Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the issuer thereof to repurchase such Capital Stock upon the occurrence of a Change of Control or an Asset Sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that the issuer thereof may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.07 hereof. For purposes hereof, the amount of Disqualified Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to this Senior Notes Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock, such fair market value to be determined as set forth herein.

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“DTC” means The Depository Trust Company, a New York corporation, or any successor.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means any sale of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Parent Guarantor or a Parent Holdco of the Parent Guarantor pursuant to which the net cash proceeds are contributed to the Parent Guarantor in the form of a subscription for, or a capital contribution in respect of, Capital Stock (other than Disqualified Stock) of the Parent Guarantor or as Subordinated Shareholder Debt of the Parent Guarantor.

“Euroclear” means Euroclear Bank, SA/NV, or any successor securities clearing agency.

“European Union” means the European Union as of January 1, 2004, including the countries of Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal, Spain, Sweden and the United Kingdom, but not including any country which became or becomes a member of the European Union after January 1, 2004.

“Exchange” means The International Stock Exchange.

“Excluded Contributions” means the net cash proceeds, property or assets received by the Parent Guarantor after the Issue Date (other than any such cash proceeds, property or assets that are Excluded Amounts or Parent Debt Contributions) from:

(1)contributions to its Equity Interests; and

(2)the sale (other than to a Subsidiary of the Parent Guarantor) of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Parent Guarantor,

in each case designated as “Excluded Contributions” pursuant to an Officer’s Certificate (which shall be designated no later than the date on which such Excluded Contribution has been received by the Parent Guarantor), the net cash proceeds of which are excluded from the calculation set forth in Section 4.07(a)(v)(C)(2) hereof.

“Existing 2026 Notes” means the $500 million aggregate principal amount of 5.625% Senior Notes due 2026 issued by the Parent Guarantor.

“Existing 2028 Notes” means the $500 million aggregate principal amount of 6.250% Senior Notes due 2028 issued by the Parent Guarantor.

“Existing Notes” means, collectively, the Existing 2026 Notes and the Existing 2028 Notes.

“fair market value” wherever such term is used in this Senior Notes Indenture (except as otherwise specifically provided in this Senior Notes Indenture), is as determined in good faith by

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the Parent Guarantor’s Chief Executive Officer, Chief Financial Officer or a responsible accounting or financial officer of the Parent Guarantor.

“Fitch” means Fitch Ratings Inc.

“Global Note Legend” means the legend set forth in Section 2.06 (f) (ii) hereof, which is required to be placed on all Global Notes issued under this Senior Notes Indenture.

“Global Notes” means, individually and collectively, each of the 2025 144A Global Note, 2027 144A Global Note, 2025 Regulation S Global Note and the 2027 Regulation S Global Note, substantially in the form of Exhibit A hereto, bearing the Private Placement Legend and the Global Note Legend, issued in accordance with Sections 2.01, 2.06(b), 2.06(d) and 2.06(e).

“Government Securities” means direct non-callable and non-redeemable obligations of, or obligations guaranteed by the United States government, and the payment for which the United States government pledges its full faith and credit.

“guarantee” means a guarantee other than by endorsement of negotiable instruments for collection or deposit in the ordinary course of business, of all or any part of any Indebtedness (whether arising by agreements to keep-well, to take or pay or to maintain financial statement conditions, pledges of assets or otherwise).

“Guarantor Redomiciliation” means any redomiciliation of any Guarantor or Guarantors from where they are currently domiciled to be domiciled in any Approved Jurisdiction (in one or more steps), and each of the filings, registrations and other steps in relation thereto.

“Guarantors” means the Parent Guarantor and the Subsidiary Guarantors, collectively, unless otherwise indicated herein.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

(1)interest rate swap agreements, (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

(2)other agreements or arrangements designed to manage interest rates or interest rate risk; and

(3)other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates, including Currency Exchange Protection Agreements, or commodity prices.

“Holder” means a Person in whose name a Senior Note is registered.

“IFRS” means International Financial Reporting Standards (formerly International Accounting Standards) endorsed from time to time by the European Union or any variation thereof with which the Parent Guarantor or its Restricted Subsidiaries comply as in effect on the Issue Date or, with respect to the covenant described under the heading “Reports,” as in effect from time

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to time. Except as otherwise set forth in this Senior Notes Indenture, all ratios, calculations and determinations based on IFRS contained in this Senior Notes Indenture shall be computed in accordance with IFRS as in effect on the Issue Date. At any time after the Issue Date, the Parent Guarantor may elect to establish that IFRS shall mean the IFRS as in effect on or prior to the date of such election (the “Elected IFRS Date”); provided that any such election, once made, shall be irrevocable.

“IHS Holding 2020 Revolving Credit Facility” means that certain senior revolving credit facility agreement originally dated March 30, 2020 and as amended and restated on June 2, 2021 and November 6, 2023 by and among the Parent Guarantor, the Issuer and the Subsidiary Guarantors as obligors thereunder, the senior lenders named therein, and the agent, including any related notes, guarantees, collateral documents, instruments, and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced in whole or in part from time to time.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables):

(1)in respect of borrowed money;

(2)evidenced by bonds, debentures, notes, loan stock, commercial paper, acceptance credits, letters of credit, bills or promissory notes drawn, accepted, endorsed or issued by such Person (but not Trade Instruments);

(3)representing the deferred purchase price of assets or services (except trade accounts incurred and payable in the ordinary course of business within 365 days of the date they are incurred);

(4)representing 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 letters of credit or similar instrument incurred and payable in the ordinary course of business within 365 days of the date they were incurred);

(5)representing Capital Lease Obligations;

(6)representing the balance deferred and unpaid of the purchase price of any property or services due more than one year after such property is acquired or such services are completed;

(7)representing any Hedging Obligations in respect of interest rate or currency hedging; and

(8)the principal component of all obligations, or liquidation preferences, with respect to any Disqualified Stock or, with respect to any Restricted Subsidiary, any preferred stock (but excluding, in each case, any accrued dividends),

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of

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the specified Person prepared in accordance with IFRS. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the guarantee by the specified Person of any Indebtedness of any other Person.

The term “Indebtedness” shall not include:

(1)Subordinated Shareholder Debt;

(2)Contingent Obligations in the ordinary course of business;

(3)in connection with the purchase by the Parent Guarantor or any Restricted Subsidiary of any business, any post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing;

(4)purchase price hold-backs in respect of a portion of the purchase price of an asset to satisfy warranty claims or other unperforming obligations of the seller;

(5)obligations under or in respect of a Qualified Receivables Financing to the extent such obligations are non-recourse to the Parent Guarantor or any Restricted Subsidiary to the extent provided in the definitions relating thereto; or

(6)for the avoidance of doubt, any contingent obligations in respect of workers’ compensation claims, early retirement or termination obligations, pension fund obligations or contributions or similar claims, obligations or contributions or social security or wage Taxes.

“Indirect Participant” means a Person who holds a Book-Entry Interest in a Global Note through a Participant.

“Initial 2025 Senior Notes” means the first $500.0 million aggregate principal amount of 2025 Senior Notes issued under this Senior Notes Indenture on the date hereof.

“Initial 2027 Senior Notes” means the first $800.0 million aggregate principal amount of 2027 Senior Notes issued under this Senior Notes Indenture on the date hereof.

“Initial Senior Notes” means Initial 2025 Senior Notes and the Initial 2027 Senior Notes.

“Investment Grade Status” shall occur when the Senior Notes are rated “Baa3” or better by ▇▇▇▇▇’▇ and “BBB-” or better by S&P and “BBB-” or better by Fitch (or, if either such entity ceases to rate the Senior Notes, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the U.S. Exchange Act selected by the Parent Guarantor as a replacement agency).

“Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including guarantees or other obligations, but excluding advances or extensions of credit to customers or suppliers made in the

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ordinary course of business), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as Investments on a balance sheet (excluding the footnotes) prepared in accordance with IFRS. If the Parent Guarantor or any Restricted Subsidiary sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary, the Parent Guarantor will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Parent Guarantor’s Investments in such Restricted Subsidiary that were not sold or disposed of in an amount determined as provided in Section 4.07(c) hereof. The acquisition by the Parent Guarantor or any Restricted Subsidiary of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Parent Guarantor or such Restricted Subsidiary in such third Person in an amount equal to the fair market value of the Investments held by the acquired Person in such third Person in an amount determined as provided in Section 4.07(c) hereof. Except as otherwise provided in this Senior Notes Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value and, to the extent applicable, shall be determined based on the equity value of such Investment.

“Issue Date” means September 18, 2019.

“Issuer” means IHS Netherlands Holdco B.V. until a successor or substitute replaces it in accordance with the provisions of this Senior Notes Indenture, after which “Issuer” shall mean such successor.

“Issuer Group Restricted Subsidiaries” means Restricted Subsidiaries that are also Subsidiaries of the Issuer on the Amendment Date, and as may be so designated by the Parent Guarantor after the Amendment Date from time to time.

“Land Lease” means any lease which would be treated as a “lease liability” in accordance with IFRS relating to the lease of land.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest, assignment by way of security or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement or any lease in the nature thereof.

“Management Advances” means loans or advances not exceeding the greater of $20.0 million and 0.5% of Total Assets  in aggregate outstanding amount following the 2024 Notes Issuances Date, and in each case made to, or guarantees with respect to loans or advances made to, directors, officers or employees of any Parent Guarantor or any Restricted Subsidiary: (1) in respect of travel, entertainment or moving related expenses incurred in the ordinary course of business; (2) in respect of moving related expenses incurred in connection with any closing or consolidation of any facility or office; or (3) in the ordinary course of business.

“Management Fees” means customary fees and related expenses for the performance of transaction, management, consulting, financial or other advisory services or underwriting,

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placement or other investment banking activities, including in connection with mergers, acquisitions, dispositions or joint ventures, by any Permitted Holder or any of its Affiliates for the Parent Guarantor or any Restricted Subsidiary, which payments in respect of this clause (2) have been approved by a majority of the disinterested members of the Board of Directors of the Parent Guarantor, or, if there are not sufficient disinterested members of the Board of Directors of the Parent Guarantor to form a majority, by a majority of the Board of Directors.

“Market Capitalization” means an amount equal to (1) the total number of issued and outstanding shares of common stock or common equity interests of the IPO Entity on the date of the declaration of the relevant dividend multiplied by (2) the arithmetic mean of the closing prices per share of such common stock or common equity interests for the 30 consecutive trading days immediately preceding the date of declaration of such dividend.

“▇▇▇▇▇’▇” means ▇▇▇▇▇’▇ Investors Service, Inc.

“Net Proceeds” means the aggregate cash proceeds received by the Parent Guarantor or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration or Cash Equivalents substantially concurrently received in any Asset Sale), net of (1) the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, (2) taxes paid or payable as a result of the Asset Sale, (3) all distributions and other payments required to be made to minority interest holders (other than the Parent Guarantor or any of its Subsidiaries) in Subsidiaries or joint ventures as a result of such Asset Sale, (4) any reserve for adjustment or indemnification obligations in respect of the sale price of such asset or assets established in accordance with IFRS, and (5) all payments made on any Indebtedness incurred pursuant to clause (iv) of the definition of Permitted Debt secured by any assets subject to such Asset Sale, as required in accordance with the terms of any Lien upon such assets, or which by applicable law is required be repaid out of the proceeds from such Asset Sale.

“New Notes” means the $550 million in aggregate principal amount of 7.875% senior notes due 2030 and $650 million in aggregate principal amount of 8.250% senior notes due 2031.

“Nigeria 2023 Revolving Credit Facility” means that certain senior revolving credit facility agreement originally dated January 3, 2023 by and among the Parent Guarantor, the Issuer and the Subsidiary Guarantors as obligors thereunder, the senior lenders named therein, and the agent, including any related notes, guarantees, collateral documents, instruments, and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced in whole or in part from time to time.

“Nigeria 2023 Term Loan” means that certain term facility agreement, originally dated on or around, January 3, 2023, by and among the Parent Guarantor, the Issuer and the Subsidiary Guarantors as obligors thereunder, the senior lenders named therein, and the agent, including any related notes, guarantees, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced in whole or in part from time to time.

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“Non-Issuer Group Lease Obligations” means any leases of the Parent Guarantor or any Restricted Subsidiary that is not an Issuer Group Restricted Subsidiary that would not have constituted a Capital Lease Obligation prior to the adoption of IFRS 16 (Leases).

“Non-Recourse Debt” means Indebtedness as to which neither the Parent Guarantor nor any of its Restricted Subsidiaries (1) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness) or (2) is directly or indirectly liable as a guarantor or otherwise.

“Note Guarantee” means the guarantee by each Guarantor of the Issuer’s obligations under this Senior Notes Indenture and the Senior Notes, executed pursuant to the provisions of this Senior Notes Indenture.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“Offering Memorandum” means the offering memorandum dated September 10, 2019, relating to the offering of the Initial Senior Notes.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, director, manager or a responsible accounting or financial officer of such Person, or any other individual designated as an “Officer” for the purposes of the Indenture by the Board of Directors of such Person.

“Officer’s Certificate” means a certificate signed by an Officer.

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee, that meets the requirements of Section 12.03 hereof. The counsel may be an employee of or counsel to the Parent Guarantor, any Subsidiary of the Parent Guarantor or the Trustee.

“Parent Debt Contribution” means a contribution to the Parent Guarantor or any of its Restricted Subsidiaries in the form of equity, funding the issuance or sale of Capital Stock of the Parent Guarantor or as Subordinated Shareholder Debt or otherwise on lent as a proceeds loan, bonds or other debt financing instrument to the Parent Guarantor or any of its Restricted Subsidiaries and which meets the conditions of Section 4.07(b)(xvii) under which dividends or other distributions may be paid.

“Parent Guarantor” means IHS Holding Limited and its successors and assigns.

“Parent Holdco” means any Person (other than a natural person) which legally and beneficially owns more than 50% of the Voting Stock and/or Capital Stock of another Person, either directly or through one or more Subsidiaries.

“Parent Revolving Credit Facility” means that certain senior revolving credit facility agreement, originally dated on August 25, 2016, and as amended on or around the Issue Date, by

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and among IHS Holding Limited, the senior lenders named therein, and the agent, and to which the Issuer and each Guarantor is expected to accede as guarantor on or before the Issue Date, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced in whole or in part from time to time.

“Pari Passu Indebtedness” means (1) with respect to the Issuer, any Indebtedness that ranks pari passu in right of payment to the Senior Notes and (2) with respect to a Guarantor, any Indebtedness that ranks pari passu in right of payment to the Note Guarantee of such Guarantor.

“Participant” means, with respect to DTC, Euroclear or Clearstream, a Person who has an account with DTC, Euroclear or Clearstream, respectively.

“Permitted Business” means (1) any businesses activities engaged in by the Parent Guarantor or any of its Subsidiaries on the Issue Date and (2) any businesses, services and activities engaged in by the Parent Guarantor or any of the Restricted Subsidiaries that are related, complementary, incidental, ancillary or similar to any of the foregoing or are extensions or developments of any thereof.

“Permitted Holders” means (1) any Successor Parent of the Parent Guarantor and (2) any Person who is acting as an underwriter in connection with a public or private offering of Capital Stock of the Parent Guarantor or any Parent Holdco, acting in such capacity. Any person or group whose acquisition of beneficial ownership constitutes (1) a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Senior Notes Indenture or (2) a Change of Control which is also a Specified Change of Control Event, will thereafter, together with its Affiliates, constitute an additional Permitted Holder.

“Permitted Investments” means:

(1)any Investment in the Parent Guarantor or in a Restricted Subsidiary;

(2)any Investment in cash and Cash Equivalents;

(3)any Investment by the Parent Guarantor or any Restricted Subsidiary in a Person, if as a result of such Investment:

(a)such Person becomes a Restricted Subsidiary; or

(b)such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Parent Guarantor or a Restricted Subsidiary;

(4)any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.10 hereof;

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(5)any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Parent Guarantor or Subordinated Shareholder Debt;

(6)any Investments received in compromise or resolution of (a) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Parent Guarantor or any of its Restricted Subsidiaries, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer; or (b) litigation, arbitration or other disputes or foreclosure of Liens;

(7)Investments in receivables owing to the Parent Guarantor or any Restricted Subsidiary created or acquired in the ordinary course of business;

(8)Investments represented by Hedging Obligations, which obligations are permitted by Section 4.09(b)(ix) hereof;

(9)Investments in the Senior Notes and any other Indebtedness of the Parent Guarantor or any Restricted Subsidiary (other than Indebtedness constituting Subordinated Obligations);

(10)any guarantee of Indebtedness permitted to be incurred by Section 4.09 hereof;

(11)guarantees of performance or other obligations (other than Indebtedness) arising in the ordinary course of the business of the Parent Guarantor and its Restricted Subsidiaries, including obligations under licenses, concessions or operating leases related to the ordinary course of the business of the Parent Guarantor and its Restricted Subsidiaries;

(12)any Investment existing on, or made pursuant to binding commitments existing on, the Issue Date by the Parent Guarantor or any Restricted Subsidiary of the Parent Guarantor and any Investment consisting of an extension, modification or renewal of any such Investment existing on, or made pursuant to a binding commitment existing on, the Issue Date; provided that the amount of any such Investment may be increased (a) as required by the terms of such Investment as in existence on the Issue Date or (b) as otherwise permitted under this Senior Notes Indenture;

(13)Investments acquired after the Issue Date as a result of the acquisition by the Parent Guarantor or any Restricted Subsidiary of another Person, including by way of a merger, amalgamation or consolidation with or into the Parent Guarantor or any of its Restricted Subsidiaries in a transaction that is not prohibited by Section 5.01 hereof after the Issue Date to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

(14)Management Advances;

(15)any Investment to the extent made using as consideration Capital Stock of the Parent Guarantor (other than Disqualified Stock), Subordinated Shareholder Debt or Capital Stock of any Parent Holdco; and

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(16)other Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (16) that are at the time outstanding not to exceed the greater of (a) $250.0 million and (b) 5.0% of the Total Assets of the Parent Guarantor at any time outstanding; provided that if an Investment is made pursuant to this clause in a Person that is not a Restricted Subsidiary and such Person subsequently becomes a Restricted Subsidiary or is subsequently designated a Restricted Subsidiary pursuant to Section 4.07 hereof, such Investment shall thereafter be deemed to have been made pursuant to clause (1) or (3) of the definition of “Permitted Investments” and not this clause.

“Permitted Liens” means:

(1)Liens in favor of the Parent Guarantor or any Restricted Subsidiary;

(2)Liens on property (including Capital Stock) of a Person existing at the time such Person becomes a Restricted Subsidiary or is merged with or into or consolidated with the Parent Guarantor or any Restricted Subsidiary; provided that such Liens do not extend to any assets other than those of the Person that becomes a Restricted Subsidiary or is merged with or into or consolidated with the Parent Guarantor or any Restricted Subsidiary;

(3)Liens 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 Liens to secure letters of credit issued to assure payment of such obligations) or Liens in connection with bids, tenders, contracts or leases to secure licenses, public or statutory obligations, in each case, incurred in the ordinary course of business;

(4)Liens to secure Indebtedness permitted by Section 4.09(b)(iv) hereof covering only the assets acquired with or financed by such Indebtedness;

(5)Liens securing Indebtedness under Hedging Obligations, which obligations are permitted by Section 4.09(b)(ix) hereof;

(6)Liens existing on the Issue Date after giving effect to the offering of the Senior Notes and the application of proceeds therefrom as described in this Offering Memorandum under the heading “Use of Proceeds”;

(7)Liens for taxes, assessments or governmental charges or claims that (a) are not yet due and payable or (b) are being contested in good faith;

(8)any Liens imposed by the operation of law in the ordinary course of business (including any netting or set-off as a result of a fiscal unity (fiscal eenheid) for Dutch corporate tax or value added tax purposes or of any other jurisdiction having similar effect);

(9)survey exceptions, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property that were not incurred in connection with

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Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(10)Liens created for the benefit of (or to secure) the Senior Notes (or the Note Guarantees);

(11)Liens in favor of customs and revenue authorities arising as a matter of law to secure payments of customs duties in connection with the importation of goods;

(12)Liens to secure any Permitted Refinancing Indebtedness (excluding Liens to secure Permitted Refinancing Indebtedness initially secured pursuant to clause (32) of this definition) permitted to be incurred under this Senior Notes Indenture; provided, however, that:

(a)the new Lien is limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to such property or proceeds or distributions thereof); and

(b)the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (i) the outstanding principal amount, or, if greater, committed amount, of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged with such Permitted Refinancing Indebtedness and (ii) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;

(13)Liens on insurance policies and proceeds thereof, or other deposits, to secure insurance premium financings;

(14)Liens arising in favor of the Trustee for its own benefit and similar Liens in favor of other trustees, agents and representatives arising under instruments governing Indebtedness permitted to be incurred; provided, however, that such Liens are solely for the benefit of the trustees, agents or representatives in their capacities as such and not for the benefit of the holders of the Indebtedness;

(15)filing of Uniform Commercial Code financing statements under U.S. state law (or similar filings under other applicable laws) in connection with operating leases in the ordinary course of business;

(16)bankers’ Liens, rights of setoff or similar rights and remedies as to deposit accounts, Liens arising out of judgments or awards not constituting an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;

(17)Liens on cash, Cash Equivalents or other property arising in connection with the defeasance, discharge or redemption of Indebtedness;

(18)Liens 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

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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;

(19)leases (including operating leases), licenses, subleases and sublicenses of assets in the ordinary course of business;

(20)Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of assets entered into in the ordinary course of business;

(21)(a) mortgages, liens, security by way of assignment, security interests, pledges, restrictions, encumbrances or any other matters of record that have been placed by any developer, landlord or other third party on property over which the Parent Guarantor or any Restricted Subsidiary has easement rights or on any real property leased by the Parent Guarantor or any Restricted Subsidiary (including any rental deposits) and subordination or similar agreements relating thereto and (b) any condemnation or eminent domain proceedings or compulsory purchase order affecting real property;

(22)Liens on property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress or partial payments by a third party relating to such property or assets;

(23)(a) Liens securing or arising by reason of any netting or set-off arrangement entered into in the ordinary course of banking or other trading activities; or (b) Liens in connection with specified bank accounts (and cash therein) in connection with the incurrence and repayment of Indebtedness under any daylight facilities permitted to be incurred under Section 4.09 hereof;

(24)Liens (including put and call arrangements) on Capital Stock or other securities of any Unrestricted Subsidiary that secure Indebtedness of such Unrestricted Subsidiary;

(25)pledges of goods, the related documents of title and/or other related documents arising or created in the ordinary course of the Parent Guarantor or any Restricted Subsidiary’s business or operations as Liens only for Indebtedness to a bank or financial institution directly relating to the goods or documents on or over which the pledge exists;

(26)Liens over cash paid into an escrow account pursuant to any purchase price retention arrangement as part of any permitted disposal by the Parent Guarantor or a Restricted Subsidiary on condition that the cash paid into such escrow account in relation to a disposal does not represent more than 15% of the net proceeds of such disposal;

(27)limited recourse Liens in respect of the ownership interests in, or assets owned by, any joint ventures which are not Restricted Subsidiaries securing obligations of such joint ventures;

(28)Liens created on any asset of the Parent Guarantor or a Restricted Subsidiary established to hold assets of any stock option plan or any other management or employee benefit or incentive plan or unit trust of the Parent Guarantor or a Restricted Subsidiary securing any loan to finance the acquisition of such assets;

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(29)Liens (a) on escrowed proceeds for the benefit of the related holders of debt securities or other Indebtedness (or the underwriters or arrangers thereof) or (b) on cash set aside at the time of the incurrence of any Indebtedness or government securities purchased with such cash, in the case of each of clause (a) and (b), to the extent such cash or government securities prefund the payment of interest on such Indebtedness and are held in an escrow account or similar arrangement to be applied for such purpose;

(30)Liens on Receivables Assets incurred in connection with a Qualified Receivables Financing or Liens securing Indebtedness or other obligations of a Receivables Subsidiary;

(31)(a) Liens on property or assets of a Restricted Subsidiary that is not a Guarantor to secure Indebtedness of such Restricted Subsidiary or any other Restricted Subsidiary that is not a Guarantor or (b) any Liens, to the extent such Liens are securing Priority Debt and are not on property, assets or Capital Stock of an Issuer Group Restricted Subsidiary;

(32)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 that the Indebtedness to which such letters of credit or bank guarantees relate is permitted or not prohibited to be incurred under this Senior Notes Indenture; and

(33)Liens incurred in the ordinary course of business of the Parent Guarantor or any Restricted Subsidiary securing Indebtedness of the Parent Guarantor and its Restricted Subsidiaries that does not exceed the greater of $100.0 million and 2.0% of the Total Assets of the Parent Guarantor at any one time outstanding following the 2024 Notes Issuance Date.

“Permitted Parent Payments” means, without duplication as to amounts, payments to any Parent Holdco of the Parent Guarantor to permit such entity to pay:

(1)customary indemnification obligations of any Parent Holdco owing to directors, officers, employees or other Persons under its charter or by-laws or pursuant to written agreements with any such Person to the extent relating to the Parent Guarantor and its Subsidiaries;

(2)obligations of any Parent Holdco in respect of directors’ fees, remuneration and expenses (including director and officer insurance (including premiums therefore)) to the extent relating to the Parent Guarantor and its Subsidiaries;

(3)professional fees and expenses of any Parent Holdco related to the ownership of the Capital Stock of the Parent Guarantor and, indirectly through the Parent Guarantor, its Subsidiaries (including, without limitation, accounting, legal, audit corporate reporting, and administrative expenses and other reasonable and normal course expenses required to maintain such Parent Holdco’s corporate existence or its holding of the Capital Stock of the Parent Guarantor); and

(4)expenses incurred by any Parent Holdco in connection with any public offering or other sale of Capital Stock or Indebtedness, whether consummated or not, (a) where the net proceeds of such offering or sale are intended to be received by or contributed to the Parent Guarantor or a Subsidiary of the Parent Guarantor; or (b) in a pro-rated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed; and

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(5)any Related Taxes.

“Permitted Refinancing Indebtedness” means any Indebtedness of the Parent Guarantor or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, exchange, defease or discharge other Indebtedness of the Parent Guarantor or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

(1)the aggregate principal amount (or accreted value, if applicable), or if issued with original issue discount, aggregate issue price) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable, or if issued with original issue discount, aggregate issue price) of the Indebtedness renewed, refunded, refinanced, replaced, exchanged, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith);

(2)such Permitted Refinancing Indebtedness has (a) a final maturity date that is either (i) no earlier than the final maturity date of the Indebtedness being renewed, refunded, refinanced, replaced, exchanged, defeased or discharged or (ii) after the final maturity date of the Senior Notes and (b) has a Weighted Average Life to Maturity that is equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;

(3)if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is expressly, contractually subordinated in right of payment to the Senior Notes or a Note Guarantee, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Senior Notes or such Note Guarantee, as the case may be, on terms at least as favorable to the holders of Senior Notes as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, exchanged, defeased or discharged; and

(4)if the Issuer or any Guarantor was the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged, such Indebtedness is incurred either by the Issuer or a Guarantor.

Permitted Refinancing Indebtedness in respect of any Indebtedness may be incurred from time to time after the termination, discharge or repayment of any such Indebtedness.

“Permitted Reorganization” means any amalgamation, demerger, merger, voluntary liquidation, consolidation, reorganization, restructuring, redomiciliation, winding up or corporate reconstruction involving the Parent Guarantor or any Restricted Subsidiary that is made on a solvent basis; provided that (1) any payments, business, property or assets distributed in connection with such Reorganization remain within the Parent Guarantor and the Restricted Subsidiaries; and (2) if any Note Guarantees are released in connection with such Reorganization in accordance with the Note Guarantee release provisions of this Senior Notes Indenture, Note Guarantees must be provided promptly following the completion of such Reorganization such that the Note Guarantees in place following the Reorganization are not materially worse for the holders of the Senior Notes than the pre-existing Note Guarantees (in the good faith judgment of the Parent Guarantor).

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Promptly upon consummation of a Permitted Reorganization, the Parent Guarantor will file with the Trustee a copy of the resolution of the Board of Directors of the Parent Guarantor or the applicable Restricted Subsidiary authorizing such Permitted Reorganization and deliver an Officer’s Certificate certifying that such Permitted Reorganization complied or will comply with the terms of this Senior Notes Indenture and did not result or will not result in a Default or Event of Default. The Trustee at the direction and request of the Parent Guarantor shall take any action necessary to effect any releases of Note Guarantees (as well as any subsequent giving of Note Guarantees) requested by the Parent Guarantor in connection with a Permitted Reorganization.

“Person” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, limited liability company or government or other entity.

“Priority Debt” means Indebtedness permitted to be incurred pursuant to the provisions of sub-paragraph (y) of the last paragraph of Section 4.09(b) or would not otherwise cause the Priority Debt Cap to be exceeded, assuming that such Indebtedness were so incurred.

“Priority Debt Cap” means the greater of U.S.$.1,890 million and 200% of Consolidated EBITDA.

“Private Placement Legend” means the legend set forth in Section 2.06(f)(i) hereof to be placed on all Senior Notes issued under this Senior Notes Indenture except where otherwise permitted by the provisions of this Senior Notes Indenture.

“Proceeds Bonds” means one or more bonds issued pursuant to an intragroup proceeds bonds agreement entered into on the Issue Date between the Issuer and one or more of the Guarantors with the proceeds of the Senior Notes.

“Public Debt” means any Indebtedness consisting of bonds, debentures, notes or other similar debt securities issued in (1) a public offering registered under the U.S. Securities Act or (2) a private placement to institutional investors that is underwritten for resale in accordance with Rule 144A under the U.S. Securities Act or Regulation S under the U.S. Securities Act, whether or not it includes registration rights entitling the holders of such securities to registration thereof with the SEC for public resale.

“Public Equity Offering” means, with respect to any Person, a bona fide public offering of the ordinary shares or common equity of such Person either:

(1)pursuant to a flotation on a Recognized Stock Exchange or Listing Authority; or

(2)pursuant to an effective registration statement under the U.S. Securities Act (other than a registration statement on Form S-8 or otherwise relating to Equity Interests issued or issuable under any employee benefit plan).

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Receivables Financing” means any Receivables Financing of a Receivables Subsidiary that meets the following conditions: (1) an Officer or the Board of Directors of the

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Parent Guarantor shall have determined in good faith that such Qualified Receivables Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Parent Guarantor and the Receivables Subsidiary, (2) all sales of accounts receivable and related assets to the Receivables Subsidiary are made at fair market value (as determined in good faith by an Officer or the Board of Directors of the Parent Guarantor), and (3) the financing terms, covenants, termination events and other provisions thereof shall be on market terms (as determined in good faith by the Parent Guarantor) and may include Standard Securitization Undertakings.

The grant of a security interest in any accounts receivable of the Parent Guarantor or any of its Restricted Subsidiaries (other than a Receivables Subsidiary) to secure Indebtedness under Credit Facilities or Indebtedness in respect of the Senior Notes shall not be deemed a Qualified Receivables Financing.

“Receivable” means a right to receive payment arising from a sale or lease of goods or services by a Person pursuant to an arrangement with another Person pursuant to which such other Person is obligated to pay for goods or services under terms that permit the purchase of such goods and services on credit, as determined on the basis of IFRS.

“Receivables Assets” means any assets that are or will be the subject of a Qualified Receivables Financing.

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Financing.

“Receivables Financing” means any transaction or series of transactions that may be entered into by the Parent Guarantor or any of its Subsidiaries pursuant to which the Parent Guarantor or any of its Subsidiaries may sell, convey or otherwise transfer to (1) a Receivables Subsidiary (in the case of a transfer by the Parent Guarantor or any of its Subsidiaries), or (2) any other Person (in the case of a transfer by a Receivables Subsidiary), or may grant a security interest in, any accounts receivable (whether now existing or arising in the future) of the Parent Guarantor or any of its Subsidiaries, and any assets related thereto, including all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interest are customarily granted in connection with asset securitization transactions involving accounts receivable and any Hedging Obligations entered into by the Parent Guarantor or any such Subsidiary in connection with such accounts receivable.

“Receivables Repurchase Obligation” means any obligation of a seller of receivables in a Qualified Receivables Financing to repurchase receivables arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, off-set or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

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“Receivables Subsidiary” means a Wholly-Owned Subsidiary of the Parent Guarantor (or another Person formed for the purposes of engaging in a Qualified Receivables Financing with the Parent Guarantor in which the Parent Guarantor or any Subsidiary of the Parent Guarantor makes an Investment and to which the Parent Guarantor or any Subsidiary of the Parent Guarantor transfers accounts receivable and related assets) which engages in no activities other than in connection with the financing of accounts receivable of the Parent Guarantor and its Subsidiaries, all proceeds thereof and all rights (contractual or other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the Board of Directors of the Parent Guarantor (as provided below) as a Receivables Subsidiary and:

(1)no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (A) is guaranteed by the Parent Guarantor or any other Restricted Subsidiary of the Parent Guarantor (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings), (B) is subject to terms that are substantially equivalent in effect to a guarantee of any losses on securitized or sold receivables by the Parent Guarantor or any other Restricted Subsidiary of the Parent Guarantor, (C) is recourse to or obligates the Parent Guarantor or any other Restricted Subsidiary of the Parent Guarantor in any way other than pursuant to Standard Securitization Undertakings, or (D) subjects any property or asset of the Parent Guarantor or any other Restricted Subsidiary of the Parent Guarantor, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings,

(2)with which neither the Parent Guarantor nor any other Restricted Subsidiary of the Parent Guarantor has any contract, agreement, arrangement or understanding other than on terms which the Parent Guarantor reasonably believes to be no less favorable to the Parent Guarantor or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Parent Guarantor, and

(3)to which neither the Parent Guarantor nor any other Restricted Subsidiary of the Parent Guarantor has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.

Any such designation by the Board of Directors of the Parent Guarantor shall be evidenced to the Trustee by filing with the Trustee a copy of the resolution of the Board of Directors of the Parent Guarantor giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions.

“Recognized Stock Exchange” means any nationally recognized stock exchange in the United States or any member of the European Union (including, for the avoidance of doubt, the United Kingdom) or Switzerland.

“Regulation S” means Regulation S promulgated under the U.S. Securities Act.

“Regulation S Definitive Registered Note” means a Definitive Registered Note resold in reliance on Regulation S.

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“Regulation S Global Note” means a 2025 Regulation S Global Note or a 2027 Regulation S Global Note.

“Related Taxes” means:

(1)any Taxes required to be paid (provided that such Taxes are in fact paid) by any Parent Holdco by virtue of its:

(a)being organized or having Capital Stock outstanding (but not by virtue of owning stock or other equity interests of any corporation or other entity other than, directly or indirectly, the Parent Guarantor or any of the Parent Guarantor’s Subsidiaries);

(b)issuing or holding Subordinated Shareholder Debt; or

(c)being a holding company, directly or indirectly, of the Parent Guarantor or any of the Parent Guarantor’s Subsidiaries; and

(2)if and for so long as the Parent Guarantor is a member of a group filing a consolidated or combined tax return with any Parent Holdco, any consolidated or combined Taxes measured by income for which such Parent Holdco is liable up to an amount not to exceed the lesser of the amount of any such Taxes that the Parent Guarantor and its Subsidiaries would have been required to pay on (i) a separate company basis or (ii) on a consolidated basis if the Parent Guarantor and its Subsidiaries had paid tax on a consolidated, combined, group, affiliated or unitary basis on behalf of an affiliated group consisting only of the Parent Guarantor and its Subsidiaries; provided that distributions shall be permitted in respect of the income of an Unrestricted Subsidiary only to the extent such Unrestricted Subsidiary distributed cash for such purpose to the Parent Guarantor or its Restricted Subsidiaries.

“Responsible Officer” when used with respect to the Trustee, means any officer or assistant officer of the Trustee (or any successor of the Trustee) including any director, associate director, assistant secretary or any other officer or assistant officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

“Replacement Assets” means (1) properties and assets that replace the properties and assets that were the subject of an Asset Sale or (2) properties and assets received in exchange (directly or indirectly through equity interests or similar participations) for the properties and assets that are the subject of the Asset Sale and that, in each case, will be used in a Permitted Business.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

“Restricted Subsidiary” means any Subsidiary of the Parent Guarantor that is not an Unrestricted Subsidiary.

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“Rule 144” means Rule 144 promulgated under the U.S. Securities Act.

“Rule 144A” means Rule 144A promulgated under the U.S. Securities Act.

“Rule 903” means Rule 903 promulgated under the U.S. Securities Act.

“Rule 904” means Rule 904 promulgated under the U.S. Securities Act.

“S&P” means Standard & Poor’s Ratings Group.

“SEC” means the U.S. Securities and Exchange Commission.

“Senior Credit Facilities” means that certain credit facility agreement, dated on or around September 3, 2019, by and among the Issuer and IHS Nigeria, ITNG and INT Towers as borrowers, the other Guarantors, as additional obligors, the senior lenders named therein, and the agent, including any related notes, guarantees, instruments and agreements executed in connection therewith, and, in each case, as amended, restated, modified, renewed, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced in whole or in part from time to time.

“Senior Notes” has the meaning assigned to it in the preamble to this Senior Notes Indenture. Unless the context otherwise requires, all references to the Senior Notes shall include the Initial Senior Notes and any Additional Senior Notes.

“Senior Notes Indenture” means this indenture for the Senior Notes, as amended or supplemented from time to time.

“Senior Notes Initial Purchasers” has the meaning ascribed to such term in the Offering Memorandum.

“Senior Notes Trustee” means the trustee for the Senior Notes under the Senior Notes Indenture.

“Significant Subsidiary” means, at the date of determination, any Restricted Subsidiary that together with its Subsidiaries that are Restricted Subsidiaries (1) for the most recent fiscal year, accounted for more than 10% of the consolidated revenues of the Parent Guarantor or (2) as of the end of the most recent fiscal year, was the owner of more than 10% of the consolidated Total Assets of the Parent Guarantor.

“Specified Change of Control Event” means the occurrence of any event that would constitute a Change of Control pursuant to the definition thereof; provided that giving pro forma effect thereto, the Consolidated Net Leverage Ratio would not exceed 4.0 to 1.0. Notwithstanding the foregoing, only one Specified Change of Control Event shall be permitted under this Senior Notes Indenture after the Issue Date.

“Standard Securitization Undertakings” means representations, warranties, covenants, indemnities and guarantees of performance entered into by the Parent Guarantor or any Subsidiary of the Parent Guarantor which the Parent Guarantor has determined in good faith to be customary

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in a Receivables Financing, including those relating to the servicing of the assets of a Receivables Subsidiary, it being understood that any Receivables Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the Issue Date, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Subordinated Obligation” means, with respect to any Person, any Indebtedness of the Parent Guarantor which is expressly subordinated in right of payment to the Senior Notes pursuant to a written agreement.

“Subordinated Shareholder Debt” means, collectively, any debt provided to the Parent Guarantor by any direct or indirect Parent Holdco of the Parent Guarantor or any Permitted Holder, including any Subsidiary or Affiliate of any Parent Holdco that is not a Subsidiary of the Parent Guarantor, in exchange for or pursuant to any security, instrument or agreement other than Capital Stock, together with any such security, instrument or agreement and any other security or instrument other than Capital Stock issued in payment of any obligation under any Subordinated Shareholder Debt; provided that such Subordinated Shareholder Debt:

(1)does not (including upon the occurrence of any event) mature or require any amortization or other payment of principal prior to the maturity of the Senior Notes (other than through conversion or exchange of any such security or instrument for Equity Interests of the Parent Guarantor (other than Disqualified Stock) or for any other security or instrument meeting the requirements of the definition);

(2)does not (including upon the occurrence of any event) require the payment of cash interest prior to the maturity of the Senior Notes;

(3)does not (including upon the occurrence of any event) provide for the acceleration of its maturity nor confers on its holders any right (including upon the happening of any event) to declare a default or event of default or take any enforcement action, in each case, prior to the maturity of the Senior Notes;

(4)is not secured by a Lien on any assets of the Parent Guarantor or a Restricted Subsidiary and is not guaranteed by the Parent Guarantor or any Subsidiary of the Parent Guarantor; and

(5)is contractually subordinated in right of payment to the prior payment in full in cash of all obligations of the Parent Guarantor under the Senior Notes and the Note Guarantees pursuant to subordination on insolvency, enforcement limitation, payment blockage, turnover, filing of claims and release of claims provisions,

provided, however, that after any event or circumstance that results in such Indebtedness ceasing to qualify as Subordinated Shareholder Debt, such Indebtedness shall constitute an incurrence of such Indebtedness by the Parent Guarantor, and any and all Restricted Payments

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made through the use of the net proceeds from the incurrence of such Indebtedness since the date of the original issuance of such Subordinated Shareholder Debt shall constitute new Restricted Payments that are deemed to have been made after the date of the original issuance of such Subordinated Shareholder Debt.

“Subsidiary” means, with respect to any specified Person:

(1)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);

(2)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; and

(3)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.

“Subsidiary Guarantors” means IHS Netherlands NG1 B.V., IHS Netherlands NG2 B.V., IHS Nigeria Limited, IHS Towers NG Limited, Nigeria Tower Interco B.V., INT Towers Limited and INT Towers ▇▇ ▇▇▇▇▇ 1 Plc and any other Person that executes a supplemental indenture in accordance with the provisions of this Senior Notes Indenture, and their respective successors and assigns, in each case, until the Note Guarantee of such Person has been released in accordance with the provisions of this Senior Notes Indenture.

“Successor Parent” means, with respect to any Person, any other Person more than 50% of the total voting power of the Voting Stock of which is, at the time the first Person becomes a Subsidiary of such other Person, “beneficially owned” (as defined below) by one or more Persons that “beneficially owned” (as defined below) more than 50% of the total voting power of the Voting Stock of the first Person immediately prior to the first Person becoming a Subsidiary of such other Person. For purposes hereof, “beneficially own” has the meaning correlative to the term “beneficial owner,” as such term is defined in Rules 13d-3 and 13d-5 under the U.S. Exchange Act (as in effect on the Issue Date).

“Tax” means any tax, duty, ▇▇▇▇, impost, assessment or other governmental charge (including penalties, interest and any other additions thereto, and, for the avoidance of doubt, including any withholding or deduction for or on account of Tax). “Taxes” and “Taxation” shall be construed to have corresponding meanings.

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“Tax Sharing Agreement” means any tax sharing or profit and loss pooling or similar agreement with customary or arm’s length terms entered into with any Parent Holdco of the Parent Guarantor or Unrestricted Subsidiary, as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof and of this Senior Notes Indenture.

“Total Assets” means, with respect to any specified Person as of any date, the total assets of such Person, calculated on a consolidated basis in accordance with IFRS, excluding all intra-group items and investments in any Subsidiaries of such Person of or by such Person or any of its Restricted Subsidiaries.

“Trade Instruments” means any performance bonds, advance payment bonds or documentary letters of credit issued in respect of the obligations of any of the Parent Guarantor or its Restricted Subsidiaries arising in the ordinary course of business which, in each case, is not (or will not be) outstanding for a period longer than 9 months from the date such instrument is issued.

“Transactions” means the offering of the Senior Notes and the use of proceeds thereof as described in the Offering Memorandum.

“Treasury Rate” means, as of any redemption date, the yield to maturity at the time of computation of U.S. Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available on a day no earlier than two Business Days prior to the redemption date (or, if such statistical release is not so published or available, any publicly available source of similar market date selected by the Issuer in good faith)) most nearly equal to the period from the redemption date to September 18, 2021 in the case of the 2025 Notes and September 18, 2022 in the case of the 2027 Notes; provided, however, that if the period from the redemption date to September 18, 2021 in the case of the 2025 Notes and September 18, 2022 in the case of the 2027 Notes is not equal to the constant maturity of a U.S. Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by a linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields to U.S. Treasury securities for which such yields are given, except that if the period from the redemption date to September 18, 2021 in the case of the 2025 Notes and September 18, 2022 in the case of the 2027 Notes is less than one year, the weekly average yield on actually traded U.S. Treasury securities adjusted to a constant maturity of one year shall be used.

“Trustee” means Citibank, N.A., London Branch, until a successor replaces it in accordance with the applicable provisions of this Senior Notes Indenture and thereafter means the successor serving hereunder.

“Unrestricted Subsidiary” means any Subsidiary of the Parent Guarantor that is designated by the Board of Directors of the Parent Guarantor as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors but only to the extent that such Subsidiary at the time of such designation:

(1)has no Indebtedness other than Non-Recourse Debt;

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(2)except as permitted by Section 4.11 hereof, is not party to any agreement, contract, arrangement or understanding with the Parent Guarantor or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Parent Guarantor or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Parent Guarantor; and

(3)is a Person with respect to which neither the Parent Guarantor nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results.

Towers Infrastructure Company Limited and IHS Towers Netherlands ▇▇▇▇▇ ▇▇ B.V. have been designated as “Unrestricted Subsidiaries” as of the Issue Date for the purposes of this Senior Notes Indenture.

“U.S. Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended and the rules and regulations promulgated pursuant thereto.

“U.S. Securities Act” means the U.S. Securities Act of 1933, as amended and the rules and regulations promulgated pursuant thereto.

“U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated under the U.S. Securities Act.

“Voting Stock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1)the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by

(b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2)the then outstanding principal amounts of such Indebtedness.

“Wholly-Owned Subsidiary” means a Restricted Subsidiary of the Parent Guarantor, all of the Capital Stock of which (other than directors’ qualifying shares or shares required by any applicable law or regulation to be held by a Person other than the Parent Guarantor or another Wholly-Owned Subsidiary) is owned by the Parent Guarantor or another Wholly-Owned Subsidiary.

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Other Definitions.

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Rules of Construction. Unless the context otherwise requires:

a term has the meaning assigned to it;

an accounting term not otherwise defined has the meaning assigned to it in accordance with IFRS;

“or” is not exclusive;

words in the singular include the plural, and in the plural include the singular;

“will” shall be interpreted to express a command;

provisions apply to successive events and transactions;

references to sections of or rules under the U.S. Securities Act will be deemed to include substitute, replacement of successor sections or rules adopted by the SEC from time to time;

all references to the principal, premium, interest or any other amount payable pursuant to this Senior Notes Indenture shall be deemed also to refer to any Additional Amounts which may be payable hereunder in respect of payments of principal, premium, interest and any other amounts payable pursuant to this Senior Notes Indenture or any undertakings given in addition thereto or in substitution therefor pursuant to this Senior Notes Indenture and express reference to the payment of Additional Amounts in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express reference is not made; and

unsecured or unguaranteed Indebtedness shall not be deemed to be subordinate or junior to secured Indebtedness or guaranteed Indebtedness merely by virtue of its nature as unsecured or unguaranteed Indebtedness.

THE SENIOR NOTES

Form and Dating. 1. General. The Senior Notes and the Trustee's or Authenticating Agent's certificate of authentication will be substantially in the form of Exhibit A hereto. The Senior Notes may have notations, legends or endorsements required by law, stock exchange rule or usage and as provided herein. The Issuer shall approve the form of the Senior Notes and any notation, legend or endorsement thereon. Each Note will be dated the date of its authentication.

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The terms and provisions contained in the Senior Notes will constitute, and are hereby expressly made, a part of this Senior Notes Indenture and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Senior Notes Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Senior Note conflicts with the express provisions of this Senior Notes Indenture, the provisions of this Senior Notes Indenture shall govern and be controlling.

Global Notes. Senior Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Each Global Note will represent such of the outstanding Senior Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Senior Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Senior Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions and purchases and cancellations. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Senior Notes represented thereby will be made by the Trustee or the Depositary or the Principal Paying Agent at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

144A Global Notes and Regulation S Global Notes. The 2025 Senior Notes sold within the United States to QIBs pursuant to Rule 144A under the U.S. Securities Act shall be issued initially in the form of a 2025 144A Global Note, which shall be deposited with the Custodian, and registered in the name of Cede & Co., as nominee for DTC, duly executed by the Issuer and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. The aggregate principal amount of a 2025 144A Global Note may from time to time be increased or decreased by adjustments made on Schedule A to each such Global Note, as hereinafter provided.

The 2027 Senior Notes sold within the United States to QIBs pursuant to Rule 144A under the U.S. Securities Act shall be issued initially in the form of a 2027 144A Global Note, which shall be deposited with the Custodian, and registered in the name of Cede & Co., as nominee for DTC, duly executed by the Issuer and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. The aggregate principal amount of a 2027 144A Global Note may from time to time be increased or decreased by adjustments made on Schedule A to each such Global Note, as hereinafter provided.

The 2025 Senior Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a 2025 Regulation S Global Note, which shall be deposited with the Common Depositary for Euroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. The aggregate principal amount of a 2025 Regulation S Global Note may from time to time be increased or decreased by adjustments made on Schedule A to each such Global Note, as hereinafter provided.

The 2027 Senior Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a 2027 Regulation S Global Note, which shall be deposited with the Common Depositary for Euroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. The aggregate principal

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amount of a 2027 Regulation S Global Note may from time to time be increased or decreased by adjustments made on Schedule A to each such Global Note, as hereinafter provided.

Definitive Registered Notes. Definitive Registered Notes issued upon transfer of a Book-Entry Interest or a Definitive Registered Note, or in exchange for a Book-Entry Interest or a Definitive Registered Note, shall be issued in accordance with this Senior Notes Indenture.

Notes issued in definitive registered form will be substantially in the form of Exhibit A hereto (excluding the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” in the form of Schedule A attached thereto).

Book-Entry Provisions. The Applicable Procedures shall be applicable to Book-Entry Interests in the Global Notes that are held by Participants through DTC, Euroclear or Clearstream.

Denomination. The Senior Notes shall be in denominations of $200,000 and integral multiples of $1,000 in excess thereof.

Execution and Authentication. At least one Officer must sign the Senior Notes for the Issuer by manual or facsimile signature.

If an Officer whose signature is on a Senior Note no longer holds that office at the time a Senior Note is authenticated, the Senior Note will nevertheless be valid.

A Senior Note will not be valid until authenticated by the manual or facsimile signature of the authorized signatory of the Trustee or the Authenticating Agent. The signature will be conclusive evidence that the Senior Note has been authenticated under this Senior Notes Indenture. Notwithstanding the foregoing, if any Senior Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, the Issuer shall deliver such Senior Note to the Trustee for cancellation pursuant to Section 2.11 hereof.

The Trustee will, upon receipt of a written order of the Issuer signed by an authorized representative (an “Authentication Order”), authenticate or cause the Authenticating Agent to authenticate the Senior Notes for original issue that may be validly issued under this Senior Notes Indenture, including any Additional Senior Notes. The aggregate principal amount of Senior Notes outstanding at any time may not exceed the aggregate principal amount of Senior Notes authorized for issuance by the Issuer pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof.

The Trustee may appoint one or more authentication agents (each, an “Authenticating Agent”) acceptable to the Issuer to authenticate Notes. Such an agent may authenticate Notes whenever the Trustee may do so. Each reference in this Senior Notes Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuer.

Paying Agent, Registrars and Transfer Agent. The Issuer will maintain one or more paying agents (each, a “Paying Agent”) for the Senior Notes in London. The initial Paying Agent

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will be Citibank, N.A., London Branch (the “Paying Agent” or “Principal Paying Agent”) and Citibank, N.A., London Branch hereby accepts such appointment.

The Issuer will also maintain a registrar (the “Registrar”) with an office in London. The Issuer will also maintain a transfer agent (the “Transfer Agent”). The Issuer hereby appoints Citibank N.A., London Branch as the initial Registrar and Citibank N.A., London Branch hereby accepts such appointment. The Issuer hereby appoints Citibank, N.A., London Branch in London as the initial Transfer Agent and Citibank, N.A., London Branch hereby accepts such appointment.

The Registrar will maintain a register (the “Register”) for the Senior Notes reflecting ownership of the Definitive Registered Notes (as defined herein) outstanding from time to time and will make payments on and facilitate transfers of Definitive Registered Notes on behalf of the Issuer. Each Transfer Agent shall perform the functions of a transfer agent.

The Registrar will send, on request, a copy of the Register to the Issuer on the Issue Date and after any change to the Register made by the Registrar, with such copy to be held by the Issuer at its registered office.

Upon notice to the Trustee, the Issuer may change the Paying Agent, the Registrar or the Transfer Agent without prior notice to the Holders (subject, in the case of a Paying Agent, to the condition described in the first paragraph of this Section 2.03). For so long as the Senior Notes are listed on the Official List of the Exchange and the rules of The International Stock Exchange Authority Limited so require, the Issuer will notify The International Stock Exchange Authority Limited of any change of the Paying Agent, Registrar or Transfer Agent.

Paying Agent to Hold Money. The Issuer will require each Paying Agent (other than the Trustee in circumstances in which it is required to act as Paying Agent) to agree in writing that each Paying Agent will hold for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premium or Additional Amounts, if any, or interest on, the Senior Notes, and will notify the Trustee of any default by the Issuer in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary of the Issuer) will have no further liability for the money. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent and in no event shall any Paying Agent be liable for interest on any money received by it hereunder. Upon any insolvency, bankruptcy or reorganization proceedings relating to the Issuer (including, without limitation, its bankruptcy, voluntary or judicial liquidation, composition with creditors, reprieve from payment, controlled management, fraudulent conveyance, general settlement with creditors, reorganization or similar laws affecting the rights of creditors generally), the Trustee may serve as Paying Agent for the Senior Notes. The Issuer shall no later than 10:00 a.m. (London time) on the second Business Day prior to the day on which the Paying Agent is to receive payment, procure that the bank effecting payment for it confirms via fax or tested SWIFT MT100 message to the Paying Agent the payment instructions relating to such payment. A Paying Agent shall not be obliged to pay the Holders of the Senior Notes (or make any other payment) unless and until such time as it has confirmed receipt of funds sufficient to make the relevant payment.

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Money held by the initial Paying Agent (as described in Section 2.03 above) will not be held in trust but will be held by such Paying Agent as banker and such money shall not be held subject to the United Kingdom’s Financial Conduct Authority’s Client Money Rules.

Holder Lists. The Registrar will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. If the Trustee or the Principal Paying Agent is not the Registrar, the Issuer will furnish or cause the Registrar to furnish, to the Trustee and each Paying Agent at least seven Business Days before each interest payment date and at such other times as the Trustee or the Principal Paying Agent may request in writing, a list of the names and addresses of the Holders of Senior Notes in such form and as of such date as the Trustee or the Principal Paying Agent may reasonably require.

Transfer and Exchange. 2. Transfer and Exchange of Global Notes. The Global Notes may not be transferred except as a whole to any Person other than to another Depositary or Common Depositary, another Custodian or nominee of the Depositary or Common Depositary or to a successor clearing agency or its depositary or common depositary or custodian or nominee approved by the Issuer, the Guarantors and the Trustee. All Global Notes will be exchanged by the Issuer for Definitive Registered Notes:

if DTC (in the case of the 144A Global Note) or Euroclear or Clearstream (in the case of the Regulation S Global Note) notifies the Issuer that it is unwilling or unable to continue to act as a clearing system for such Global Note, or if at any time DTC ceases (in the case of the 144A Global Note) to be a “clearing agency” registered under the U.S. Exchange Act and a successor depositary is not appointed by the Issuer within 120 days of such notice;

if the Custodian or the Common Depositary, as the case may be, so requests following an Event of Default under this Senior Notes Indenture; or

if the owner of a Book-Entry Interest requests such exchange in writing delivered through the Custodian or the Common Depositary following a Default or Event of Default under this Senior Notes Indenture.

Upon the occurrence of any of the preceding events in clauses (i) through (ii) above, the Issuer shall issue or cause to be issued Definitive Registered Notes in such names as the Custodian or Common Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Section 2.07 and 2.10 hereof. Every Senior Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Senior Note other than as provided in this (a). Book-Entry Interests in a Global Note may be transferred and exchanged as provided in (b) or (c) hereof.

General Provisions Applicable to Transfer and Exchange of Book-Entry Interests in the Global Notes.

The transfer and exchange of Book-Entry Interests shall be effected through the relevant Depositary, in accordance with the provisions of this Senior Notes Indenture and the Applicable Procedures. Transfers of Book-Entry Interests shall be subject to restrictions on transfer

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comparable to those set forth herein to the extent required by the U.S. Securities Act. Transfers and exchanges of Book-Entry Interests for Book-Entry Interests also shall require compliance with either subparagraph (b)(i) or (b)(ii) below, as applicable, as well as subparagraph (b)(iii) below, if applicable:

Transfer of Book-Entry Interests in the Same Global Note. Book-Entry Interests in a Global Note may be transferred to Persons who take delivery thereof in the form of a Book-Entry Interest in the same Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, Book-Entry Interests in the Regulation S Global Notes will be limited to Persons that have accounts with Euroclear or Clearstream or Persons who hold interests through Euroclear or Clearstream, and any sale or transfer of such interest to U.S. Persons shall not be permitted during the Restricted Period unless such resale or transfer is made pursuant to Rule 144A. No written orders or instructions shall be required to be delivered to the Trustee, Registrar or Transfer Agent to effect the transfers described in this Section 2.06 (b) (i).

All Other Transfers and Exchanges of Book-Entry Interests in Global Notes. A holder may transfer or exchange a Book-Entry Interest in Global Notes in a transaction not subject to Section 2.06(b)(i) above only if the Trustee and the Registrar or the relevant Transfer Agent (copied to the Trustee) receives either:

both:

a written order from a Participant or an Indirect Participant given to the Custodian or the Common Depositary, as applicable, in accordance with the Applicable Procedures directing the Custodian or the Common Depositary, as applicable, to credit or cause to be credited a Book-Entry Interest in another Global Note in an amount equal to the Book-Entry Interest to be transferred or exchanged; and

instructions given by the Custodian or the Common Depositary, as applicable, in accordance with the Applicable Procedures containing information regarding the Participant’s account to be credited with such increase; or

both:

a written order from a Participant or an Indirect Participant given to Custodian or the Common Depositary, as applicable, in accordance with the Applicable Procedures directing the Custodian or the Common Depositary, as applicable, to cause to be issued a Definitive Registered Note in an amount equal to the Book-Entry Interest to be transferred or exchanged; and

instructions given by Custodian or the Common Depositary, as applicable, to the Registrar containing information specifying the identity of the Person in whose name such Definitive Registered Note shall be registered to effect the transfer or exchange referred to in Section 2.06(b)(i) above, the principal amount of such securities and the CUSIP, ISIN, Common Code or other similar number identifying the Senior Notes, provided that any such transfer or exchange is made in accordance with the transfer restrictions set forth in the Private Placement Legend.

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Transfer of Book-Entry Interests to Another Global Note. A Book-Entry Interest in any Global Note may be transferred to a Person who takes delivery thereof in the form of a Book-Entry Interest in another Global Note if the transfer complies with the requirements of Section 2.06 (b) (ii) above and the Trustee and the Registrar receives the following:

if the transferee will take delivery in the form of a Book-Entry Interest in a 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and

if the transferee will take delivery in the form of a Book-Entry Interest in a Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) and/or item (3) thereof.

Transfer or Exchange of Book-Entry Interests in Global Notes for Definitive Registered Notes. If any holder of a Book-Entry Interest in a Global Note proposes to exchange such Book-Entry Interest for a Definitive Registered Note or to transfer such Book-Entry Interest to a Person who takes delivery thereof in the form of a Definitive Registered Note, then, upon receipt by the Trustee and the Registrar of the following documentation:

in the case of a transfer on or before the expiration of the Restricted Period by a holder of a Book-Entry Interest in a Regulation S Global Note, the Trustee shall have received a certificate to the effect set forth in Exhibit B hereto, including the certifications in either item (1) or item (2) thereof;

in the case of an exchange by a holder of a Book-Entry Interest in a Global Note of such Book-Entry Interest for a Definitive Registered Note, the Trustee shall have received a certificate from such holder in the form of Exhibit C hereto, including the certifications in items (1) thereof;

in the case of a transfer after the expiration of the Restricted Period by a holder of a Book-Entry Interest in a Regulation S Global Note, the transfer complies with Section 2.06(b) hereof;

in the case of a transfer by a holder of a Book-Entry Interest in a 144A Global Note to a QIB in reliance on Rule 144A, the Trustee shall have received a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

in the case of a transfer by a holder of a Book-Entry Interest in a 144A Global Note in reliance on Regulation S, the Trustee shall have received a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof; or

in the case of a transfer by a holder of a Book-Entry Interest in a 144A Global Note in reliance on Rule 144, the Trustee shall have received a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to (g) hereof, and the Issuer shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver to the Person designated in the

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instructions a Definitive Registered Note in the appropriate principal amount. Any Definitive Registered Note issued in exchange for a Book-Entry Interest in a Global Note pursuant to this (c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such Book-Entry Interest shall instruct the applicable Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Registrar shall deliver such Definitive Registered Notes to the Persons in whose names such Senior Notes are so registered. Any Definitive Registered Note issued in exchange for a Book-Entry Interest in a Global Note pursuant to this (c) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

Transfer and Exchange of Definitive Registered Notes for Book-Entry Interests in the Global Notes. If any Holder of a Definitive Registered Note proposes to exchange such Definitive Registered Note for a Book-Entry Interest in a Global Note or to transfer such Definitive Registered Note to a Person who takes delivery thereof in the form of a Book-Entry Interest in a Global Note, then, upon receipt by the Trustee, the relevant Transfer Agent and the Registrar of the following documentation:

if the Holder of such Definitive Registered Note proposes to exchange such Senior Note for a Book-Entry Interest in a Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2) thereof;

if such Definitive Registered Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

if such Definitive Registered Note is being transferred in reliance on Regulation S or Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) or (3) thereof, as applicable; and

if such Definitive Registered Note is being transferred to the Parent Guarantor or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3) thereof, the Trustee, or at the direction of the Trustee, the Registrar or the Paying Agent (other than the Parent Guarantor or a Subsidiary of the Parent Guarantor) and no one else will cancel the Definitive Registered Note, and the Trustee will increase or cause to be increased the aggregate principal amount of the appropriate Global Note.

Transfer and Exchange of Definitive Registered Notes for Definitive Registered Notes. Upon request by a Holder of Definitive Registered Notes and such Holder’s compliance with the provisions of this (e), the Transfer Agent or the Registrar will register the transfer or exchange of Definitive Registered Notes of which registration the Issuer will be informed of by the Transfer Agent or the Registrar (as the case may be). Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Transfer Agent or the Registrar the Definitive Registered Notes duly endorsed and accompanied by a written instruction of transfer in a form satisfactory to the Transfer Agent or the Registrar duly executed by such Holder or its attorney, duly authorized to execute the same in writing. In the event that the Holder of such Definitive Registered Notes does not transfer the entire principal amount of Senior Notes represented by any such Definitive Registered Note, the Transfer Agent or the Registrar will

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cancel or cause to be cancelled such Definitive Registered Note and the Issuer (who has been informed of such cancellation) shall execute and the Trustee or the Authenticating Agent shall authenticate and deliver to the requesting Holder and any transferee Definitive Registered Notes in the appropriate principal amounts. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this (e).

Any Definitive Registered Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Definitive Registered Note if the Registrar receives the following:

if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and

if the transfer will be made in reliance on Regulation S, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

Legends. The following legends will appear on the face of all Senior Notes issued under this Senior Notes Indenture unless specifically stated otherwise in the applicable provisions of this Senior Notes Indenture.

Private Placement Legend. Each Global Note and each Definitive Registered Note (and all Senior Notes issued in exchange therefor or in substitution thereof) shall bear the legend in substantially the following form:

“THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR OTHER SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN “OFFSHORE TRANSACTION” PURSUANT TO RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (2) AGREES THAT IT WILL NOT, ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR FOR WHICH IT HAS PURCHASED SECURITIES, PRIOR TO (X) THE DATE WHICH IS, [IN THE CASE OF RULE 144A NOTES], ONE YEAR [AND IN THE CASE OF REGULATION S NOTES], 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST DAY ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WERE THE OWNERS OF THIS NOTE (OR ANY

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PREDECESSOR OF THIS NOTE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE “RESALE RESTRICTION TERMINATION DATE”), OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT, (C) FOR SO LONG AS THE SENIOR NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE U.S. SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE U.S. SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND ANY APPLICABLE LOCAL LAWS AND REGULATIONS AND FURTHER SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHTS PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE.”

Global Note Legend. Each Global Note will bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE SENIOR NOTES INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE SENIOR NOTES INDENTURE, (2) THIS GLOBAL NOTE MAY BE TRANSFERRED OR EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(A) OF THE SENIOR NOTES INDENTURE, AND (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE SENIOR NOTES INDENTURE."

Cancellation and/or Adjustment of Global Notes. At such time as all Book-Entry Interests in a particular Global Note have been exchanged for Definitive Registered Notes or a particular Global Note has been redeemed, repurchased or cancelled in whole and not in part, each

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such Global Note will be returned to or retained and cancelled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any Book-Entry Interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a Book-Entry Interest in another Global Note or for Definitive Registered Notes, the principal amount of Senior Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or the Custodian or the Common Depositary, as applicable, at the direction of the Trustee, to reflect such reduction; and if the Book-Entry Interests is being exchanged for or transferred to a Person who will take delivery thereof in the form of a Book-Entry Interests in another Global Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Custodian or the Common Depositary, as applicable, at the direction of the Trustee to reflect such increase.

General Provisions Relating to Transfers and Exchanges.

To permit registrations of transfers and exchanges, the Issuer will execute and the Trustee or the Authenticating Agent will authenticate Global Notes and Definitive Registered Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar's request.

No service charge will be made by the Issuer or the Registrar to a Holder of a Book-Entry Interest in a Global Note, a Holder of a Global Note or a Holder of a Definitive Registered Note for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any stamp duty, stamp duty reserve, documentary or other similar tax or governmental charge that may be imposed in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 4.10 and 4.13 hereof).

No Transfer Agent or Registrar will be required to register the transfer of or exchange of any Senior Note selected for redemption in whole or in part, except the unredeemed portion of any Senior Note being redeemed in part.

All Global Notes and Definitive Registered Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Registered Notes will be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Senior Notes Indenture, as the Global Notes or Definitive Registered Notes surrendered upon such registration of transfer or exchange.

Neither the Registrar nor the Issuer shall be required to register the transfer into its register kept at its registered office of any Definitive Registered Notes: (A) for a period of 15 days prior to any date fixed for the redemption of such Definitive Registered Notes under Section 3.03 hereof; (B) for a period of 15 days immediately prior to the date fixed for selection of such Definitive Registered Notes to be redeemed in part; (C) for a period of 15 days prior to the record date with respect to any interest payment date applicable to such Definitive Registered Notes; or (D) which the Holder has tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Sale Offer. Any such transfer will be made without

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charge to the Holder, other than any taxes, duties and governmental charges payable in connection with such transfer.

The Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Senior Note is registered as the absolute owner of such Senior Note for the purpose of receiving payment of principal of, interest and Additional Amounts, if any, on such Senior Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary.

All certifications, certificates and Opinions of Counsel required to be submitted to the Issuer, the Trustee or the applicable Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted initially by facsimile with originals to be delivered promptly thereafter to the Trustee.

Limitation on Transfers and Exchanges between 2025 Global Notes and 2027 Global Notes. Notwithstanding any provision of this Senior Notes Indenture, (i) no Book-Entry Interest in any 2025 Global Note and no Definitive Registered 2025 Note issued in exchange for a Book-Entry Interest in any 2025 Global Note may be transferred or exchanged for any Book-Entry Interest in any 2027 Global Note or any Definitive Registered 2027 Note issued in exchange for a Book-Entry Interest in any 2027 Global Note, and (ii) no Book-Entry Interest in any 2027 Global Note and no Definitive Registered 2027 Note issued in exchange for a Book-Entry Interest in any 2025 Global Note may be transferred or exchanged for any Book-Entry Interest in any 2025 Global Note or any Definitive Registered 2025 Note issued in exchange for a Book-Entry Interest in any 2025 Global Note.

Replacement Senior Notes. If any mutilated Note is surrendered to the Registrar, the Trustee or the Issuer and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Senior Note, the Issuer will issue and the Trustee, upon receipt of an Authentication Order, will authenticate or cause the Authenticating Agent to authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Issuer, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent from any loss that any of them may suffer if a Senior Note is replaced. The Issuer may charge the Holder for its expenses in replacing a Senior Note, including reasonable fees and expenses of counsel.

Every replacement Note is an additional obligation of the Issuer and will be entitled to all of the benefits of this Senior Notes Indenture equally and proportionately with all other Notes duly issued hereunder.

Outstanding Senior Notes. The Senior Notes outstanding at any time are all the Senior Notes authenticated by the Trustee or the Authenticating Agent except for those cancelled by it, those delivered to the Paying Agent for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Senior Note does not cease to be outstanding because the Parent Guarantor or an Affiliate of the Parent Guarantor holds the Senior Note; however, Senior Notes held by the Parent Guarantor or a Subsidiary of the Parent Guarantor shall not be deemed to be outstanding for purposes of Section 3.07(a) hereof.

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If a Senior Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser.

If the principal amount of any Senior Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If a Paying Agent (other than the Parent Guarantor, a Subsidiary of the Parent Guarantor or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Senior Notes will be deemed to be no longer outstanding and will cease to accrue interest.

Treasury Notes. In determining whether the Holders of the required principal amount of Senior Notes have concurred in any direction, waiver or consent, Senior Notes owned by the Issuer or any Guarantor, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any Guarantor, will be considered as though not outstanding, except that for the purposes of determining whether the Trustee will be protected in relying on any such direction, waiver or consent, only Senior Notes that the Trustee knows are so owned will be so disregarded.

Temporary Notes. Until certificates representing Senior Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of an Authentication Order, will authenticate or cause the Authenticating Agent to authenticate temporary Senior Notes. Temporary Notes will be substantially in the form of certificated Senior Notes but may have variations that the Issuer considers appropriate for temporary Senior Notes and as may be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuer will prepare and the Trustee or the Authenticating Agent will authenticate definitive Senior Notes in exchange for temporary Notes.

Holders of temporary Senior Notes will be entitled to all of the benefits of this Senior Notes Indenture.

Cancellation. The Issuer at any time may deliver Senior Notes to the Trustee for cancellation. The Registrar, each Paying Agent and any Transfer Agent will forward to the Trustee any Senior Notes surrendered to them for registration of transfer, exchange or payment. The Trustee, or at the direction of the Trustee, the Registrar or the Paying Agent (other than the Parent Guarantor or a Subsidiary of the Parent Guarantor) and no one else will cancel all Senior Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and will destroy cancelled Senior Notes (subject to the record retention requirement of the U.S. Exchange Act). Certification of the destruction of all cancelled Notes will be delivered to the Issuer following a written request from the Issuer. The Issuer may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation. The Issuer undertakes to promptly inform the Irish Stock Exchange (as long as the Senior Notes are admitted to trading on the Global Exchange Market and listed on the Official List of the Irish Stock Exchange) on any such cancellation.

Defaulted Interest. If the Issuer defaults in a payment of interest on the Senior Notes, it will pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on

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the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Senior Notes and in Section 4.01 hereof. The Issuer will notify the Trustee as soon as practicable in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Issuer will fix or cause to be fixed each such special record date and payment date; provided that no such special record date may be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Issuer (or, upon the written request of the Issuer, the Trustee in the name and at the expense of the Issuer) will mail or cause to be mailed to the Holders in accordance with Section 12.01 hereof a notice that states the special record date, the related payment date and the amount of such interest to be paid. The Issuer undertakes to promptly inform the Irish Stock Exchange (as long as the Senior Notes are admitted to trading on the Global Exchange Market and listed on the Official List of the Irish Stock Exchange) of any such special record date.

Computation of Interest. Interest on the 2025 Senior Notes will accrue at the rate of 7.125% per annum and will be computed on the basis of a 360-day year comprised of twelve 30-day months. Interest on the 2027 Senior Notes will accrue at the rate of 8.000% per annum and will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Further Issues. (a) From time to time, subject to the Issuer's compliance with Section 4.09 and Section 4.12 hereof, the Issuer will be permitted to issue Additional Senior Notes under this Senior Notes Indenture, which shall have terms substantially identical to the Senior Notes of either series issued on the Issue Date, except in respect of any of the following terms which shall be set forth in an Officer's Certificate supplied to the Trustee:

the title of such Additional Senior Notes;

the aggregate principal amount of such Additional Senior Notes;

the date or dates on which such Additional Senior Notes have been issued;

the rate or rates at which such Additional Senior Notes shall bear interest, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable, the record dates for the determination of holders thereof to whom such interest is payable and the basis upon which such interest will be calculated;

the currency or currencies in which such Additional Senior Notes shall be denominated and the currency in which cash or government obligations in connection with such series of Additional Senior Notes may be payable;

the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Senior Notes may be redeemed, in whole or in part; and

if other than denominations of $200,000 and in integral multiples of $1,000 in excess, thereof, the denominations in which such Additional Senior Notes shall be issued and redeemed

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The Additional Senior Notes will constitute a separate series of Senior Notes but will be treated as a single class of securities for all purposes of this Senior Notes Indenture, including, without limitation, with respect to waivers, amendments and all other matters which are not specially distinguished for such series, provided, however, that if any Additional Senior Notes are not fungible with Initial Notes for U.S. federal income tax purposes, such Additional Senior Notes shall have a separate CUSIP number, ISIN or other identifying number from the Initial Notes. Unless the context otherwise requires, for all purposes of this Senior Notes Indenture, references to “Senior Notes” shall be deemed to include references to the Initial Notes as well as any Additional Senior Notes.

CUSIP, ISIN or Common Code Number. The Issuer in issuing the Senior Notes may use “CUSIP,” “ISIN” or “Common Code” numbers and, if so, such CUSIP, ISIN or Common Code number shall be included in notices of redemption or exchange as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness or accuracy of the CUSIP, ISIN or Common Code number printed in the notice or on the Senior Notes, and that reliance may be placed only on the other identification numbers printed on the Senior Notes, and any such redemption or exchange shall not be affected by any defect in or omission of such numbers.

The Issuer will promptly notify the Trustee of any change in the CUSIP, ISIN or Common Code number.

Deposit of Moneys. No later than 10:00 a.m. (London time), on the Business Day prior to each interest payment date and the maturity date of the Senior Notes and on the Business Day immediately following any acceleration of the Senior Notes pursuant to Section 6.02 hereof, the Issuer shall deposit with the Paying Agent, in immediately available funds, money in U.S. dollars sufficient to make cash payments, if any, due on such day or date, as the case may be. Subject to actual receipt of such funds as provided by this Section 2.16 by the designated Paying Agent, such Paying Agent shall remit such payment in a timely manner to the Holders on such day or date, as the case may be, to the Persons and in the manner set forth in paragraph 2 of the Senior Notes. The Issuer shall promptly notify the Trustee and the Paying Agent of its failure to so act.

Agents. 3. The rights, powers, duties and obligations and actions of each Agent under this Senior Notes Indenture are several and not joint or joint and several.

The Issuer and the Agents acknowledge and agree that in the event of a Default or Event of Default, the Trustee may, by notice in writing to the Issuer and the Agents, require that the Agents act as agents of, and take instructions exclusively from, the Trustee.

REDEMPTION AND PREPAYMENT

Notices to Trustee. If the Issuer elects to redeem Senior Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it must furnish to the Trustee in accordance with Section 12.01 hereof, at least 10 days but not more than 60 days before a redemption date (and, in

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any case, concurrently with any notice given to Holders pursuant to Section 3.03 hereof), an Officer's Certificate setting forth:

the clause of this Senior Notes Indenture pursuant to which the redemption shall occur;

the redemption date and the record date;

the principal amount of Senior Notes to be redeemed;

the redemption price; and

the CUSIP, ISIN or Common Code numbers of the Senior Notes, as applicable.

Selection of Senior Notes to Be Redeemed or Purchased. If less than all of the Senior Notes of any series are to be redeemed or purchased in an offer to purchase at any time, the Trustee (or the Registrar, as applicable) will select Senior Notes for redemption or purchase on a pro rata basis (or, in the case of Senior Notes issued in global form pursuant to Article 2 hereof, based on a method that most nearly approximates a pro rata selection as the Trustee or the Registrar deems fair and appropriate), unless otherwise required by law or applicable stock exchange or depositary requirements. Neither the Trustee nor the Registrar shall be liable for any selections made by it in accordance with this Section 3.02.

The Trustee will promptly notify the Issuer in writing of the Senior Notes selected for redemption or purchase and, in the case of any Senior Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Senior Notes and portions of Senior Notes selected will be in amounts of $200,000 or in integral multiples of $1,000 in excess thereof; except that if all of the Senior Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Senior Notes held by such Holder shall be redeemed or purchased. Except as provided in the preceding sentence, provisions of this Senior Notes Indenture that apply to Senior Notes called for redemption or purchase also apply to portions of Senior Notes called for redemption or purchase.

Notice of Redemption. 4. Subject to the provisions of Section 3.10 hereof, at least 10 days but not more than 60 days before a redemption date, the Issuer will mail or cause to be mailed, by first class mail, a notice of redemption to each Holder of the relevant series whose Senior Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the relevant series of Senior Notes or the satisfaction and discharge of this Senior Notes Indenture pursuant to Articles 8 or 11 hereof. For Senior Notes which are represented by Global Notes, notices may be given by delivery of the relevant notices to DTC, Euroclear or Clearstream of any series, as applicable, for communication to entitled account holders in substitution for the aforesaid mailing. So long as any Senior Notes of such series are listed on the Official List of the Exchange and the rules of The International Stock Exchange Authority Limited so require, the Issuer will forthwith notify The International Stock Exchange Authority Limited of any such redemption and the principal amount of any Senior Notes of the relevant series outstanding following any partial redemption of such Senior Notes.

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The notice will identify the Senior Notes to be redeemed and corresponding CUSIP, ISIN or Common Code numbers, as applicable, and will state:

the redemption date and the record date;

the redemption price and the amount of accrued interest, if any, and Additional Amounts, if any, to be paid;

if any Global Note is being redeemed in part, the portion of the principal amount of such Global Note to be redeemed and that, after the redemption date upon surrender of such Global Note, the principal amount thereof will be decreased by the portion thereof redeemed pursuant thereto;

if any Definitive Registered Note is being redeemed in part, the portion of the principal amount of such Senior Note to be redeemed, and that, after the redemption date, upon surrender of such Senior Note, a new Definitive Registered Note or Definitive Registered Notes in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Definitive Registered Note;

the name and address of the Paying Agent(s) to which the Senior Notes are to be surrendered for redemption;

that Notes called for redemption must be surrendered to the relevant Paying Agent to collect the redemption price, plus accrued and unpaid interest, if any, and Additional Amounts, if any;

that, unless the Issuer defaults in making such redemption payment, interest, and Additional Amounts, if any, on Notes called for redemption cease to accrue on and after the redemption date;

the paragraph of the Senior Notes and/or Section of this Senior Notes Indenture pursuant to which the Senior Notes called for redemption are being redeemed; and

that no representation is made as to the correctness or accuracy of the CUSIP, ISIN or Common Code numbers, if any, listed in such notice or printed on the Senior Notes.

At the Issuer’s request, the Trustee will give the notice of redemption in the Issuer’s name and at its expense; provided, however, that the Issuer will have delivered to the Trustee, at least five days (or such shorter period as agreed by the Trustee) prior to the date on which the notice of redemption is published or mailed to Holders, as the case may be, an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in (b) hereof.

Effect of Notice of Redemption. Any redemption or notice of redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice may state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such

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conditions shall be satisfied (provided, however, that, in no case shall the notice have been delivered less than 10 days or more than 60 days prior to the date on which such redemption (if any) occurs), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date so delayed. The Issuer shall send a supplemental notices to the clearing system confirming the satisfaction of the conditions precedent to any conditional redemption. In addition, such notice of redemption may be extended if such conditions precedent have not been satisfied or waived by the Issuer by notice to the Holders of the applicable series of Senior Notes and the Issuer may provide in such notice that payment of the redemption or purchase price and performance of the Issuer’s obligations with respect to such redemption may be performed by another Person. Notice of any satisfaction and discharge under the Indenture may be subject to a notice period of more than 60 days, at the Issuer’s discretion.

Deposit of Redemption or Purchase Price. 5. No later than 10:00 a.m. (London time) on the Business Day prior to the redemption or purchase date, the Issuer will deposit with the Trustee or with the Paying Agent money in U.S. dollars sufficient to pay the redemption or purchase price of, and accrued interest and Additional Amounts (if any) on, all Senior Notes to be redeemed on that date. The Trustee or the Paying Agent will promptly return to the Issuer any money deposited with the Trustee or the Paying Agent, as applicable, by the Issuer in excess of the amounts necessary to pay the redemption or purchase price of, and accrued interest and Additional Amounts, if any, on, all Senior Notes to be purchased or redeemed. The Issuer shall, no later than 10:00 a.m. (London time) on the second Business Day prior to the date on which the applicable Paying Agent receives payment, procure that the bank effecting payment for it confirms by fax or tested SWIFT MT100 message to the relevant Paying Agent that an irrevocable instruction has been given.

If the Issuer complies with the provisions of Section 3.05(a) hereof, on and after the redemption or purchase date, interest will cease to accrue on the Senior Notes or the portions of Senior Notes called for redemption or purchase. If a Senior Note is redeemed or purchased on or after a record date for the payment of interest but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Senior Note was registered at the close of business on such record date. If any Senior Note called for redemption is not so paid upon surrender for redemption or purchase because of the failure of the Issuer to comply with Section 3.05(a) hereof, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Senior Notes and in Section 4.01 hereof.

Notes Redeemed or Purchased in Part. Upon surrender of a Definitive Registered Note that is redeemed or purchased in part, the Issuer will issue and, upon receipt of an Authentication Order, the Trustee or the Authenticating Agent will authenticate for (and in the name of) the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed or unpurchased portion of the Senior Note surrendered; provided that any Definitive Registered Note shall be in a principal amount of $200,000 and integral multiples of $1,000 in excess thereof.

Optional Redemption. 6. At any time prior to September 18, 2021, in the case of the 2025 Senior Notes, and September 18, 2022, in the case of the 2027 Senior Notes, the Issuer may on

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any one or more occasions redeem up to 40% of the aggregate principal amount of Senior Notes of the applicable series issued under this Senior Notes Indenture, upon not less than 10 nor more than 60 days’ prior written notice to the Holders, at a redemption price equal to 107.125%, in the case of the 2025 Senior Notes, and 108.000% in the case of the 2027 Senior Notes, of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, to the date of redemption (subject to the rights of Holders of the Senior Notes of the applicable series on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of any Public Equity Offering of the Parent Guarantor or any Equity Offering of the Parent Guarantor or any Parent Holdco of the Parent Guarantor (any of them, an “IPO Entity”) to the extent the proceeds from such Equity Offering or Public Equity Offering are contributed to the Parent Guarantor’s common equity capital or are paid to the Parent Guarantor as consideration for the issuance of ordinary shares of the Parent Guarantor or as Subordinated Shareholder Debt (in each case, excluding proceeds from any Parent Debt Contribution); provided that:

at least 50% of the aggregate principal amount of the Senior Notes of the series being redeemed originally issued under this Senior Notes Indenture (excluding Senior Notes of such series held by the Parent Guarantor and its Subsidiaries and their respective Affiliates) remain outstanding immediately after the occurrence of such redemption; and

the redemption occurs within 180 days of the date of the closing of such Equity Offering or Public Equity Offering.

At any time prior to September 18, 2021, in the case of the 2025 Senior Notes, and September 18, 2022 in the case of the 2027 Senior Notes, the Issuer may on any one or more occasions redeem all or a part of the Senior Notes of the applicable series upon not less than 10 nor more than 60 days’ prior written notice to the Holders, at a redemption price equal to 100.000% of the principal amount of the Senior Notes of such series redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to the date of redemption, subject to the rights of Holders of the Senior Notes of such series on the relevant record date to receive interest due on the relevant interest payment date.

Except pursuant to Sections 3.07(a) and 3.07(b) hereof and except pursuant to Section 3.08 and Section 4.13(a) hereof, the 2025 Senior Notes will not be redeemable at the Issuer's option prior to September 18, 2021 and the 2027 Senior Notes will not be redeemable at the Issuer's option prior to September 18, 2022.

On or after September 18, 2021, in the case of the 2025 Senior Notes, and September 18, 2022, in the case of the 2027 Senior Notes, the Issuer may on any one or more occasions redeem all or a part of the Senior Notes of the applicable series upon not less than 10 nor more than 60 days’ prior written notice to the Holders, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Senior Notes of such series redeemed, to the applicable date of redemption, if redeemed on or after the dates indicated below, subject to the rights of Holders of Senior Notes of such series on the relevant record date to receive interest on the relevant interest payment date:

2025 Senior Notes:

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2027 Senior Notes:

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Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the applicable series of Senior Notes or portions thereof called for redemption on the applicable redemption date.

Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

If requested in writing by the Issuer, which request may be included in the applicable notice of redemption or pursuant to the applicable Officer’s Certificate, the Trustee or the Paying Agent (or such other entity directed, designated or appointed (as agent) by the Trustee, for this purpose) shall distribute any amounts deposited to the Holders prior to the applicable redemption date, provided, however that the Holders and the Paying Agent shall have received at least three Business Days’ notice from the Issuer of such earlier repayment (which may be included in the notice of redemption). For the avoidance of doubt, the distribution and payment to Holders prior to the applicable redemption date as set forth above will not include any negative interest, present value adjustment, break costs or any other premium on such amounts. To the extent that either series of Senior Notes are represented by Global Notes deposited with a common depositary for a clearing system, any payment to the beneficial holders holding Book Entry Interests as participants of such clearing system will be subject to the then applicable procedures of such clearing system.

Redemption for Changes in Taxes. 7. The Issuer may redeem the Senior Notes, in whole but not in part, at its discretion at any time upon giving not less than 10 nor more than 60 days' prior written notice to the Holders (which notice will be irrevocable and given in accordance with the procedures described in Section 3.03 and Section 12.01 hereof), at a redemption price equal to 100% of the aggregate principal amount thereof, together with accrued and unpaid interest, if any, to (but excluding) the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Senior Notes, (x) the Issuer or a Guarantor is or would be required to pay Additional Amounts or (y) any payments on the Proceeds Bonds would become subject to withholding or deduction for, or on

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account of, any Taxes imposed or levied by or on behalf of Nigeria or any political subdivision or any authority thereof or therein having power to tax at a rate in excess of 7.5% (calculated after giving effect to any reduction of such rate under the applicable tax treaty between the Netherlands and Nigeria) (“Proceeds Bond Withholding”), and in each case the Issuer or Guarantor cannot avoid any such payment obligation by taking reasonable measures available, and the requirement arises as a result of:

any amendment to, or change in, the laws or treaties (or any regulations or rulings promulgated thereunder) of a relevant Tax Jurisdiction which change or amendment becomes effective on or after the Issue Date (or, if the applicable Tax Jurisdiction became a Tax Jurisdiction with respect to the Issuer or such Guarantor, as applicable, on a date after the Issue Date, such later date); or any amendment to, or change in, an official position, or the introduction of an official position, regarding the interpretation, administration or application of such laws, regulations, treaties or rulings (including by virtue of a holding, judgment, or order by a court of competent jurisdiction or a change in published administrative practice) which amendment, change or introduction becomes effective on or after the Issue Date (or, if the applicable Tax Jurisdiction became a Tax Jurisdiction with respect to the Issuer or such Guarantor, as applicable on a date after the Issue Date, such later date)

(each of the foregoing clauses (i) and (ii), a “Change in Tax Law”).

The Issuer will not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Issuer would be obligated to make such payment or withholding if a payment in respect of the Senior Notes was then due, and the obligation to pay Additional Amounts or Proceeds Bond Withholding must be in effect at the time such notice is given. Prior to the publication or, where relevant, mailing of any notice of redemption of the Senior Notes pursuant to this Senior Notes Indenture, the Issuer will deliver to the Trustee (i) an Officer’s Certificate stating that obligation to pay such Additional Amounts or Proceeds Bond Withholding cannot be avoided by the Issuer (or the relevant Guarantor, as applicable) taking reasonable measures available to it; and (ii) a written opinion of independent tax counsel to the Issuer of recognized standing qualified under the laws of the relevant Tax Jurisdiction and reasonably satisfactory to the Trustee (such approval not to be unreasonably withheld) to the effect that the Issuer (or the relevant Guarantor, as applicable) has or will become obligated to pay such Additional Amounts or Proceeds Bond Withholding as a result of a Change in Tax Law.

The Trustee will accept and shall be entitled to rely on such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders.

Mandatory Redemption; Open Market Purchases. The Issuer is not required to make mandatory redemption payments or sinking fund payments with respect to the Senior Notes. The Issuer and its Affiliates may at any time and from time to time purchase Senior Notes in the open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine.

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Offer to Purchase by Application of Excess Proceeds. 8. In the event that, pursuant to Section 4.10 hereof, the Issuer is required to commence an Asset Sale Offer or to commence a Notes Offer, it will follow the procedures specified in this Section 3.10.

Each Asset Sale Offer will be made to all Holders and, to the extent the Issuer elects to do so, to holders of other Indebtedness that is Pari Passu Indebtedness to purchase, prepay or redeem with the proceeds of sales of assets. In addition, each Notes Offer will be made to all Holders. Each Asset Sale Offer and Notes Offer will remain open for such period as is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer will apply all Excess Proceeds, in the case of an Asset Sale Offer, or Net Proceeds, in the case of a Notes Offer (the “Offer Amount”), to the purchase of the Senior Notes and, if applicable, such other Pari Passu Indebtedness (on a pro rata basis based on the principal amount of Senior Notes and such other Pari Passu Indebtedness surrendered, if applicable) or, if less than the Offer Amount has been tendered, all Senior Notes and, if applicable, such other Indebtedness tendered in response to the Asset Sale Offer or Notes Offer, as the case may be. Payment for any Senior Notes so purchased will be made in the same manner as interest payments are made.

If the Purchase Date is on or after a record date for the payment of interest and on or before the related payment date, any accrued and unpaid interest, if any, will be paid to the Person in whose name a Senior Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer or Notes Offer, as the case may be.

Upon the commencement of an Asset Sale Offer or Notes Offer, the Issuer will send, by first class mail, a notice to the Trustee and each of the Holders with a copy to the Trustee. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer or Notes Offer, as the case may be. The notice, which will govern the terms of the Asset Sale Offer or Notes Offer (as applicable), will state:

that the Asset Sale Offer or Notes Offer (as applicable) is being made pursuant to this Section 3.10 and Section 4.10 hereof and the length of time the Asset Sale Offer or Notes Offer (as applicable) will remain open;

the Offer Amount, the purchase price and the Purchase Date;

that any Senior Note not tendered or accepted for payment will continue to accrue interest;

that, unless the Issuer defaults in making such payment, any Senior Note accepted for payment pursuant to the Asset Sale Offer or Notes Offer (as applicable) will cease to accrue interest after the Purchase Date;

that Holders electing to have a Senior Note purchased pursuant to an Asset Sale Offer or Notes Offer (as applicable) may elect to have Senior Notes purchased in denominations of $1,000, or integral multiples thereof; provided that Senior Notes of $200,000 or less may only be purchased in whole and not in part;

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that Holders electing to have a Senior Note purchased pursuant to any Asset Sale Offer or Notes Offer (as applicable) will be required to surrender the Senior Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Senior Note completed, or transfer by book-entry transfer through the facilities of the Depositary, to the account of the Issuer, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

that Holders will be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Senior Note the Holder delivered for purchase and a statement that such ▇▇▇▇▇▇ is withdrawing his election to have such Senior Note purchased;

that, if the aggregate principal amount of Senior Notes and, if applicable, other Pari Passu Indebtedness surrendered by holders thereof exceeds the Offer Amount, the Issuer will select the Senior Notes and other Pari Passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Senior Notes and such other Pari Passu Indebtedness surrendered (with such adjustments as may be deemed appropriate by the Issuer so that only Senior Notes in denominations of $1,000, or integral multiples thereof, will be purchased; provided that Senior Notes of $200,000 or less may only be purchased in whole and not in part; and

that Holders whose Definitive Registered Notes were purchased only in part will be issued new Definitive Registered Notes equal in principal amount to the unpurchased portion of the Senior Notes surrendered (or transferred by book-entry transfer).

On or before the Purchase Date, the Issuer will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Senior Notes or portions thereof tendered pursuant to the Asset Sale Offer or Notes Offer (as applicable), or if less than the Offer Amount has been tendered, all Senior Notes tendered, and will deliver or cause to be delivered to the Trustee the Senior Notes properly accepted together with an Officer’s Certificate stating that such Senior Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 3.10. The Issuer, the relevant Depositary or the Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder in the manner specified in the Senior Notes an amount equal to the purchase price of the Senior Notes tendered by such ▇▇▇▇▇▇ and accepted by the Issuer for purchase. In connection with any purchase of Global Notes pursuant hereto, the Trustee will endorse such Global Notes to reflect the decrease in principal amount of such Global Note resulting from such purchase. In connection with any partial purchase of Definitive Registered Notes, the Issuer will promptly issue a new Definitive Registered Note, and the Trustee, upon written request from the Issuer, will procure the authentication of and mail or deliver such new Definitive Registered Note to the tendering Holder, in a principal amount equal to any unpurchased portion of the Definitive Registered Note surrendered. Any Senior Note tendered but not accepted will be promptly mailed or delivered by the Issuer to the Holder thereof. The Issuer will publicly announce and inform The International Stock Exchange Authority Limited (for as long as the Senior Notes (if any) are listed on the Exchange) of the results of the Asset Sale Offer or Notes Offer (as applicable) on the Purchase Date.

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Other than as specifically provided in this Section 3.10, any purchase pursuant to this Section 3.10 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof (it being understood that any purchase pursuant to this Section 3.10 shall not be subject to conditions precedent).

Optional Redemption upon Completion of Certain Tender Offers. In connection with any tender offer for any series of Senior Notes (including, without limitation, any Change of Control Offer and any Asset Sale Offer), if Holders of Senior Notes of not less than 90% in aggregate principal amount of the applicable outstanding Notes validly tender and do not withdraw such Senior Notes in such tender offer and the Issuer, or any third party making such a tender offer in lieu of the Issuer, purchases all of the Senior Notes validly tendered and not withdrawn by such Holders, all of the holders of the applicable series of Senior Notes will be deemed to have consented to such tender or other offer and, accordingly, the Issuer or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such tender offer expiration date, to redeem the applicable series of Senior Notes that remain outstanding in whole, but not in part, following such purchase at a price equal to the price (excluding any early tender fee) offered to each other Holder of Senior Notes in such tender offer, plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, such redemption date. In determining whether the Holders of at least 90% of the aggregate principal amount of the then outstanding Notes of the relevant series have validly tendered and not validly withdrawn their Notes in a tender offer, Notes owned by the Issuer or its Affiliates or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such tender offer.

Article 4

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COVENANTS

Payment of Senior Notes. The Issuer will pay or cause to be paid the principal of, premium on, if any, interest and Additional Amounts, if any, on, the Senior Notes on the dates and in the manner provided in the Senior Notes and this Senior Notes Indenture. Principal, premium, if any, interest and Additional Amounts, if any, will be considered paid on the date due if the Paying Agent, if other than the Parent Guarantor or a Subsidiary of the Parent Guarantor, holds as of 10:00 a.m. London Time one Business Day prior to the due date money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest and Additional Amounts, if any, then due. If the Parent Guarantor or any of its Subsidiaries acts as Paying Agent, principal, premium, if any, interest and Additional Amounts, if any, shall be considered paid on the due date if the entity acting as Paying Agent complies with Section 2.16 hereof.

Principal of, interest, premium and Additional Amounts, if any, on the Senior Notes will be payable at the corporate trust office or agency of the Principal Paying Agent maintained in London, for such purposes. All payments on the Global Notes will be made by transfer of immediately available funds to an account of the Holder of the Global Notes in accordance with instructions given by that ▇▇▇▇▇▇.

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Principal of, interest, premium and Additional Amounts, if any, on any Definitive Registered Notes will be payable at the corporate trust office or agency of any Paying Agent in any location required to be maintained for such purposes pursuant to Section 2.03 hereof. In addition, interest on Definitive Registered Notes may be paid by check mailed to the person entitled thereto as shown on the Register for such Definitive Registered Notes.

The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% per annum higher than the then applicable interest rate on the Senior Notes to the extent lawful. The Issuer will pay interest (including post- petition interest in any proceeding under any Bankruptcy Law) on overdue instalments of interest and Additional Amounts, if any (without regard to any applicable grace period), at the same rate to the extent lawful.

Maintenance of Office or Agency. The Issuer will maintain the offices and agencies specified in Section 2.03 and Section 12.06 hereof. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the trust office of the Trustee (the address of which is specified in Section 12.01 hereof).

The Issuer may also from time to time designate one or more other offices or agencies where the Senior Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission will in any manner relieve the Issuer of its obligation to maintain an office or agency in the City of London. The Issuer will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Issuer hereby designates the trust office of the Trustee (the address of which is specified in Section 12.01 hereof) as one such office or agency of the Issuer in accordance with Section 2.03 hereof.

Reports. Article 5 For so long as any Senior Notes are outstanding, the Parent Guarantor will furnish to the Trustee the following reports:

within 120 days after the end of the Parent Guarantor’s fiscal year beginning with the fiscal year ending December 31, 2021, annual reports containing the following information: (a) audited consolidated balance sheet of the Parent Guarantor as of the end of the two most recent fiscal years and audited consolidated income statements and statements of cash flow of the Parent Guarantor for the two most recent fiscal years, including complete footnotes to such financial statements and the report of the independent auditors on the financial statements; (b) pro forma income statement and balance sheet information of the Parent Guarantor (which need not comply with Article 11 of Regulation S-X under the U.S. Exchange Act), together with explanatory footnotes, for any material acquisitions, dispositions or recapitalizations that have occurred since the beginning of the most recently completed fiscal year to which such annual report relates (unless such pro forma information has been provided in a previous report pursuant to clause (ii) or (iii) below (provided that such pro forma financial information will be provided only to the extent available without unreasonable expense, in which case, the Parent Guarantor

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will provide, in the case of a material acquisition, acquired company financial statements)); (c) an operating and financial review of the audited financial statements, including a discussion of the results of operations, a discussion of financial condition and liquidity and capital resources, and a discussion of material commitments and contingencies and critical accounting policies; (d) a description of the business, management and shareholders of the Parent Guarantor, material affiliate transactions and material debt instruments; and (e) material risk factors and material recent developments;

within 60 days following the end of each of the first three fiscal quarters in each fiscal year of the Parent Guarantor beginning with the quarter ending June 30, 2021, quarterly reports containing the following information: (a) an unaudited condensed consolidated balance sheet as of the end of such quarter and unaudited condensed statements of income and cash flow for the quarterly and year to date periods ending on the unaudited condensed balance sheet date, and the comparable prior year periods for the Parent Guarantor, together with condensed footnote disclosure; (b) pro forma income statement and balance sheet information of the Parent Guarantor (which need not comply with Article 11 of Regulation S-X under the U.S. Exchange Act), together with explanatory footnotes, for any material acquisitions, dispositions or recapitalizations that have occurred since the beginning of the most recently completed fiscal quarter to which such quarterly report relates (provided that such pro forma financial information will be provided only to the extent available without unreasonable expense, in which case, the Parent Guarantor will provide, in the case of a material acquisition, acquired company financial statements); (c) an operating and financial review of the unaudited financial statements, including a discussion of the consolidated financial condition and results of operations of the Parent Guarantor, and any material change between the current quarterly period and the corresponding period of the prior year; (d) material recent developments; and

promptly after the occurrence of any material acquisition, disposition or restructuring of the Parent Guarantor and the Restricted Subsidiaries, taken as a whole, or any changes of the Chief Executive Officer or Chief Financial Officer at the Parent Guarantor or change in auditors of the Parent Guarantor or any other material event that the Parent Guarantor or any of its Restricted Subsidiaries announces publicly, information describing such event.

In addition, if the Parent Guarantor has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Subsidiaries are Significant Subsidiaries, then the quarterly and annual financial information required by Sections 4.03(a)(i) and 4.03(a)(ii) hereof will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Parent Guarantor and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Parent Guarantor.

Following a Public Equity Offering on a Recognized Stock Exchange (a “Qualifying IPO”) the requirements of this covenant shall be considered to have been fulfilled if the IPO Entity complies with the reporting requirements of such stock exchange; provided that quarterly information is also provided, should such Recognized Stock Exchange not have a formal requirement for quarterly reporting. Such reports may consolidate reporting at the level of the IPO Entity or any Parent Holdco of the Parent Guarantor, provided that such reports contain such information with respect to the Parent Guarantor and the Restricted Subsidiaries, taken as a whole,

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that is at least as reasonably detailed (including with respect to financial information) as that provided under this covenant immediately prior to such Qualifying IPO.

All financial statements will be prepared in accordance with IFRS. Except as provided for above, no report need include separate financial statements for the Parent Guarantor or Subsidiaries of the Parent Guarantor or any disclosure with respect to the results of operations or any other financial or statistical disclosure not of a type included in the Offering Memorandum.

In addition, for so long as Senior Notes of a series remain outstanding, the Issuer has agreed that it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the U.S. Securities Act.

Substantially concurrently with the issuance to the Trustee of the reports specified in Sections 4.03(a)(i), 4.03(a)(ii) and 4.03(a)(iii) hereof, the Parent Guarantor shall also (a) use its commercially reasonable efforts (i) to post copies of such reports on such website as may be then maintained by the Parent Guarantor and its Subsidiaries or (ii) otherwise to provide substantially comparable availability of such reports to holders (as determined by the Parent Guarantor in good faith) or (b) to the extent the Parent Guarantor determines in good faith that it cannot make such reports available in the manner described in the preceding clause (a) owing to applicable law or after the use of its commercially reasonable efforts, furnish such reports to the holders and, upon their request, prospective purchasers of the Senior Notes. For the avoidance of doubt, there shall be no requirement to issue the information specified in Section 4.03(a)(iii) hereof to the Trustee if it shall already have been made publicly available under Section 4.03(f)(a)(i) hereof, unless the Trustee so requests. If the Parent Guarantor delivers the reports required by this section to the Trustee, the Trustee is holding these as a ministerial act and shall not be charged with the knowledge of their contents.

The Parent Guarantor may satisfy its obligations in this covenant with respect to financial information relating to the Parent Guarantor by furnishing financial information relating to any Parent Holdco; provided the same is accompanied by consolidating information that explains in reasonable detail the material differences between the information relating to such Parent Holdco and its Subsidiaries, on the one hand, and the information relating to the Parent Guarantor and its Restricted Subsidiaries, on the other hand.

Compliance Certificate. Article 6 The Parent Guarantor and the Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officer’s Certificate stating that a review of the activities of the Parent Guarantor and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether each of the Parent Guarantor and the Issuer has kept, observed, performed and fulfilled its obligations under this Senior Notes Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge, the Parent Guarantor is not in default and the Issuer is not in default in the performance or observance of any of the terms, provisions and conditions of this Senior Notes Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge

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and what action the Parent Guarantor or Issuer (as applicable) is taking or proposes to take with respect thereto).

So long as any of the Senior Notes are outstanding, the Parent Guarantor and the Issuer will deliver to the Trustee, as soon as reasonably practicable after (but not later than thirty days) upon any Officer becoming aware of any Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the Parent Guarantor and the Issuer is taking or proposes to take with respect thereto.

Taxes. The Issuer and the Parent Guarantor will pay, and the Parent Guarantor will cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Senior Notes.

Stay, Extension and Usury Laws. The Issuer and each of the Guarantors covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Senior Notes Indenture; and the Issuer and each of the Guarantors (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.

Restricted Payments. (a) The Parent Guarantor will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly:

declare or pay any dividend or make any other payment or distribution on account of the Parent Guarantor’s Equity Interests or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Parent Guarantor or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Parent Guarantor’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as holders (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock or Designated Preference Shares of the Parent Guarantor)) other than dividends or distributions payable to the Parent Guarantor or a Restricted Subsidiary;

purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Parent Guarantor) any Equity Interests of the Parent Guarantor or any Parent Holdco of the Parent Guarantor;

make any principal payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Subordinated Obligations (excluding any intercompany Indebtedness between or among the Parent Guarantor and any of its Restricted Subsidiaries), except (i) at the Stated Maturity thereof or (ii) the purchase, repurchase or other acquisition of Indebtedness purchased in anticipation of satisfying a sinking fund obligation,

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principal installment or scheduled maturity, in each case due within one year of the date of such purchase, repurchase or other acquisition;

make any payment (except through capitalization) on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Subordinated Shareholder Debt; or

make any Restricted Investment,

(all such payments and other actions set forth in the Sections 4.07(a)(i) through (v) above being collectively referred to as “Restricted Payments”), unless, at the time of any such Restricted Payment:

no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;

the Parent Guarantor would, at the time of such Restricted Payment and after giving pro forma effect thereto, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Net Leverage Ratio test set forth in Section 4.09 (a) hereof; and

such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Parent Guarantor and its Restricted Subsidiaries since the 2024 Notes Issue Date (excluding Restricted Payments permitted by Section 4.07(b) hereof other than Sections 4.07(b)(i), (xvi), (xviii) and (xx) hereof), is less than the sum, without duplication, of:

50% of the Consolidated Net Income of the Parent Guarantor for the period (taken as one accounting period) from the beginning of the fiscal quarter commencing immediately prior to the Issue Date to the end of the Parent Guarantor’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

100% of the aggregate net cash proceeds and the fair market value of marketable securities or other property received by the Parent Guarantor since the Issue Date as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Parent Guarantor (other than Disqualified Stock, Excluded Contributions and Designated Preference Shares) or from the issue or sale of convertible or exchangeable Disqualified Stock of the Parent Guarantor or convertible or exchangeable debt securities of the Parent Guarantor, in each case that have been converted into or exchanged for Equity Interests of the Parent Guarantor (other than Equity Interests (or Disqualified Stock, Designated Preference Shares or debt securities) sold to a Subsidiary of the Parent Guarantor) or from the issuance or sale of Subordinated Shareholder Debt (other than an issuance or sale to a Subsidiary of the Parent Guarantor), other than any Parent Debt Contributions; plus

to the extent that any Restricted Investment that was made after the Issue Date is (a) sold, disposed of or otherwise cancelled, liquidated or repaid, 100% of

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the aggregate amount received in cash and the fair market value of the property and marketable securities or other property received by the Parent Guarantor or any Restricted Subsidiary, or (b) made in an entity that subsequently becomes a Restricted Subsidiary, 100% of the fair market value of the Restricted Investment of the Parent Guarantor and its Restricted Subsidiaries as of the date such entity becomes a Restricted Subsidiary; plus

to the extent that any Unrestricted Subsidiary of the Parent Guarantor designated as such after the Issue Date is redesignated as a Restricted Subsidiary or is merged or consolidated into the Parent Guarantor or a Restricted Subsidiary, or all of the assets of such Unrestricted Subsidiary are transferred to the Parent Guarantor or a Restricted Subsidiary, the fair market value of the property received by the Parent Guarantor or Restricted Subsidiary or the Parent Guarantor’s Restricted Investment in such Subsidiary as of the date of such redesignation, merger, consolidation or transfer of assets, to the extent such investments reduced the Restricted Payments capacity under this clause (C) and were not previously repaid or otherwise reduced; plus

100% of any dividends or distributions received by the Parent Guarantor or a Restricted Subsidiary after the Issue Date from an Unrestricted Subsidiary, to the extent that such dividends or distributions were not otherwise included in the Consolidated Net Income of the Parent Guarantor for such period; plus

upon the full and unconditional release of a Restricted Investment that is a guarantee made by the Parent Guarantor or one of its Restricted Subsidiaries to any Person, an amount equal to the amount of such guarantee,

provided, however, that notwithstanding the foregoing, any amounts (such amounts, the “Excluded Amounts”) that would otherwise be included in the calculation of the amount available for Restricted Payments pursuant to Section 4.07(a)(v)(C) hereof will be excluded to the extent (1) such amounts result from the receipt of net cash proceeds or property or marketable securities received in contemplation of, or in connection with, an event that would otherwise constitute a Change of Control pursuant to the definition thereof, (2) the purpose of, or the effect of, the receipt of such net cash proceeds or property or assets or marketable securities was to reduce the Consolidated Net Leverage Ratio so that there would be an occurrence of a Specified Change of Control Event that would not have been achieved without the receipt of such net cash proceeds or property or assets or marketable securities and (3) no Change of Control Offer is made in connection with such Change of Control in accordance with the requirements of this Senior Notes Indenture.

The preceding provisions will not prohibit any of the following (collectively, “Permitted Payments”):

the payment of any dividend or the consummation of any redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have complied with the provisions of this Senior Notes Indenture;

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the making of any Restricted Payment in exchange for, or out of or with the net cash proceeds of the substantially concurrent sale or issuance (other than to a Subsidiary of the Parent Guarantor) of, Equity Interests of the Parent Guarantor (other than Disqualified Stock, Parent Debt Contributions, Excluded Amounts or Designated Preference Shares), Subordinated Shareholder Debt or from the substantially concurrent contribution of common equity capital to the Parent Guarantor; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from Section 4.07(a)(v)(C)(2) hereof and will not be considered to be net cash proceeds from an Equity Offering for the purposes of Section 3.07 hereof;

the repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Obligations made in exchange for, or out of the proceeds of a substantially concurrent sale or issuance of, Permitted Refinancing Indebtedness;

any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations:

(i) from Net Proceeds to the extent permitted under Section 4.10 hereof, but only if the Parent Guarantor shall have first complied with the terms of such covenant described under Section 4.10 and purchased all Senior Notes tendered pursuant to any offer to repurchase all the Senior Notes required thereby, prior to purchasing, repurchasing, redeeming, defeasing or otherwise acquiring or retiring such Subordinated Obligations and (ii) at a purchase price not greater than 100% of the principal amount of such Subordinated Obligations plus accrued and unpaid interest and any premium payable thereon;

to the extent required by the agreement governing such Subordinated Obligations, following the occurrence of a Change of Control (or other similar event described therein as a “change of control”), but only (i) if the Parent Guarantor shall have first complied with the terms described under Section 4.13 hereof and purchased all Senior Notes tendered pursuant to the offer to repurchase all the Senior Notes required thereby, prior to purchasing, repurchasing, redeeming, defeasing or otherwise acquiring or retiring such Subordinated Obligations and (ii) at a purchase price not greater than 101% of the principal amount of such Subordinated Indebtedness plus accrued and unpaid interest and any premium payable thereon; or

(i) consisting of Acquired Debt (other than Indebtedness incurred (a) to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by the Parent Guarantor or a Restricted Subsidiary or (b) otherwise in connection with or contemplation of such acquisition) and (ii) at a purchase price not greater than 100% of the principal amount of such Subordinated Obligations plus accrued and unpaid interest and any premium required by the terms of any Acquired Debt;

the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Parent Guarantor or any Restricted Subsidiary held by any current or former officer, director, employee or consultant of the Parent Guarantor or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option agreement, restricted

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stock grant, shareholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $20.0 million per calendar year (with unused amounts in any calendar year being carried over to the next two succeeding calendar years; and provided further, that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds (excluding proceeds from any Parent Debt Contributions) from the sale of Equity Interests of the Parent Guarantor or a Restricted Subsidiary received by the Parent Guarantor or a Restricted Subsidiary during such calendar year, in each case to members of management, directors or consultants of the Parent Guarantor, any of its Restricted Subsidiaries or any Parent Holdco of the Parent Guarantor to the extent the cash proceeds from the sale of Equity Interests have not otherwise been applied to the making of Restricted Payments pursuant to Section 4.07(a)(v)(C)(2) hereof or this Section 4.07 (b) (ii) and are not Excluded Contributions or Excluded Amounts;

the repurchase of Equity Interests deemed to occur upon the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options;

the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Parent Guarantor or any preferred stock of any Restricted Subsidiary issued on or after the Issue Date in accordance with Section 4.09 hereof;

(a) payments of cash, dividends, distributions, advances or other Restricted Payments by the Parent Guarantor or any of its Restricted Subsidiaries to allow the payment of cash in lieu of the issuance of fractional shares upon (x) the exercise of options or warrants or (y) the conversion or exchange of Capital Stock of any such Person and (b) payments made or expected to be made by the Parent Guarantor or any Restricted Subsidiary pursuant to the exercise, in each case on a “cashless” or “net exercise” basis, of any option to purchase Capital Stock granted to any future, present or former employee, director, officer, contractor or consultant of the Parent Guarantor or any Restricted Subsidiary 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;

advances or loans to (a) any future, present or former officer, director, employee or consultant of the Parent Guarantor or a Restricted Subsidiary to pay for the purchase or other acquisition for value of Equity Interests of the Parent Guarantor (other than Disqualified Stock or Designated Preference Shares), or any obligation under a forward sale agreement, deferred purchase agreement or deferred payment arrangement pursuant to any management equity plan or stock option plan or any other management or employee benefit or incentive plan or other agreement or arrangement or (b) any management equity plan, employee benefit trust or stock option plan or any other management or employee benefit or incentive plan or unit trust or the trustees of any such plan or trust to pay for the purchase or other acquisition for value of Equity Interests of the Parent Guarantor (other than Disqualified Stock or Designated Preference Shares); provided that the total aggregate amount of Restricted Payments made under this Section 4.07(b)(ix) does not exceed $20.0 million at any time outstanding following the 2024 Notes Issuance Date;

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payments or distributions to dissenting shareholders pursuant to applicable law in connection with or contemplation of a merger, amalgamation, consolidation or transfer of assets that complies with the provisions of the Senior Notes relating to mergers, amalgamations, consolidations or transfers of substantially all of a Guarantor’s assets;

the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary to the holders of its Equity Interests (other than the Parent Guarantor or any Restricted Subsidiary) then entitled to participate in such dividends on a pro rata basis or otherwise in compliance with the terms of the instruments governing such Equity Interests;

dividends, loans, advances or distributions (including any repayment of any Subordinated Shareholder Debt) to any Parent Holdco or other payments by the Parent Guarantor or any Restricted Subsidiary in an amount equal to (without duplication) (A) the amounts required to make Permitted Parent Payments; or (B) amounts constituting or to be used for purposes of making payments (i) as disclosed in the Offering Memorandum under the heading “Use of Proceeds” on or after the Issue Date, including without limitation, as contemplated in footnote (5) thereof; or (ii) to the extent specified in Sections 4.11(b)(i), (iv), (v) and (x) hereof;

Restricted Payments that are made with Excluded Contributions;

so long as no Default or Event of Default has occurred and is continuing, the payment of Management Fees;

the declaration and payment of dividends to holders of any class or series of Designated Preference Shares of the Parent Guarantor issued after the Issue Date; provided, however, that, the amount of all dividends declared or paid pursuant to this Section 4.07(b)(xv) shall not exceed the net proceeds received by the Parent Guarantor or the aggregate amount contributed in cash to the equity (other than through the issuance of Disqualified Stock, a Parent Debt Contribution, Excluded Amounts or an Excluded Contribution) of the Parent Guarantor or contributed as Subordinated Shareholder Debt to the Parent Guarantor, as applicable, from the issuance or sale of such Designated Preference Shares;

so long as no Default or Event of Default has occurred and is continuing (or would result therefrom), any Restricted Payment; provided that the Consolidated Net Leverage Ratio on a pro forma basis after giving effect to any such dividend, distribution, advance, loan or other payment and any Indebtedness incurred in connection therewith does not exceed 3.50 to 1.0;

dividends or other distributions in amounts required and used by a Parent Holdco of the Parent Guarantor to make a substantially concurrent payment of interest on Indebtedness, the proceeds of which have been contributed as a Parent Debt Contribution to the Parent Guarantor or any of its Restricted Subsidiaries, and that has been guaranteed by, or is otherwise considered Indebtedness of, the Parent Guarantor or any of its Restricted Subsidiaries incurred in accordance with Section 4.09 hereof; provided that any amounts payable (A) as interest on any proceeds loan or other Indebtedness of the Parent Guarantor or any Restricted Subsidiary pursuant to which the Parent Debt Contribution was made, or (B) on any guarantee or other

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obligation of the Parent Guarantor or any Restricted Subsidiary on such Indebtedness will, in each case, reduce the amount available for making restricted payments under this Section 4.07(b)(xvii);

so long as no Default or Event of Default has occurred and is continuing (or would result therefrom), the declaration and payment by the Parent Guarantor of, or loans, advances, dividends or distributions to any Parent Holdco to pay, dividends on the common stock or common equity interests of the Parent Guarantor or any Parent Holdco following a Public Equity Offering of such common stock or common equity interests following September 18, 2019, in an amount not to exceed in any fiscal year the greater of (a) 6% of the Net Cash Proceeds received by the Parent Guarantor from such Public Equity Offering or contributed to the equity (other than through the issuance of Disqualified Stock or Designated Preference Shares or through an Excluded Contribution or Excluded Amounts or a Parent Debt Contribution) of the Parent Guarantor and (b) following the Public Equity Offering, an amount equal to 6% of the Market Capitalization; provided that in the case of this clause (b) after giving pro forma effect to such loans, advances, dividends or distributions, the Consolidated Net Leverage Ratio shall be equal to or less than 4.0 to 1.0;

payment of Receivables Fees and purchases of Receivables Assets pursuant to a Receivables Repurchase Obligation in connection with a Qualified Receivables Financing; and

so long as no Default or Event of Default has occurred and is continuing, other Restricted Payments in an aggregate amount not to exceed the greater of $350.0 million and 6.0% of the Total Assets of the Parent Guarantor following the 2024 Notes Issue Date;

The amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Parent Guarantor or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any cash Restricted Payment shall be its face amount, and the fair market value of any non-cash Restricted Payment shall be determined conclusively by Parent Guarantor acting in good faith.

For purposes of determining compliance with this Section 4.07, in the event that a Restricted Payment (or portion thereof) meets the criteria of more than one of the categories of Permitted Payments described in the foregoing Sections 4.07(b)(i) through (xx), or is permitted pursuant to Section 4.07(a) hereof and/or one or more of the clauses contained in the definition of “Permitted Investment,” the Parent Guarantor will be entitled to classify such Restricted Payment or Investment (or portion thereof) on the date of its payment or later reclassify (based on circumstances existing on the date of such reclassification) such Restricted Payment or Investment (or portion thereof) in any manner that complies with this covenant, including as an Investment pursuant to one of more clauses contained in the definition of Permitted Investment.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. Article 7 The Parent Guarantor will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

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pay dividends or make any other distributions on its Capital Stock to the Parent Guarantor or any Restricted Subsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Parent Guarantor or any Restricted Subsidiary;

make loans or advances to the Parent Guarantor or any Restricted Subsidiary; or

sell, lease or transfer any of its properties or assets to the Parent Guarantor or any Restricted Subsidiary,

provided that (x) the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock and (y) the subordination of (including the application of any standstill period to) loans or advances made to the Parent Guarantor or any Restricted Subsidiary to other Indebtedness incurred by the Parent Guarantor or any Restricted Subsidiary, in each case, shall not be deemed to constitute such an encumbrance or restriction.

However, Section 4.08(a) hereof will not apply to encumbrances or restrictions existing under or by reason of:

any encumbrance or restriction pursuant to (A) any Credit Facility (including the Parent Revolving Credit Facility and the Senior Credit Facilities), (B) the Indenture, the Senior Notes, the Note Guarantees or (C) any other agreement or instrument, in each case in effect at or entered into on or as of the Amendment Date;

agreements governing other Indebtedness permitted to be incurred under Section 4.09 hereof and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the restrictions therein (A) are not materially less favorable to the holders of the Senior Notes than is customary in comparable financings (as determined in good faith by the Issuer); (B) are customary in comparable financings; or (C) would not, in the good faith determination of the Issuer or the Parent Guarantor, materially impair the ability of the Issuer to make payments on the Senior Notes;

applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit;

any instrument governing Indebtedness or Capital Stock of a Person acquired by the Parent Guarantor or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Senior Notes Indenture to be incurred;

purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in Section 4.08(a)(iii) hereof;

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any encumbrance or restriction: (A) entered into in the ordinary course of business that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any lease, license or other contract; (B) contained in mortgages, pledges or other security agreements permitted under this Senior Notes Indenture or securing Indebtedness of the Parent Guarantor or a Restricted Subsidiary permitted under this Senior Notes Indenture to the extent such encumbrances or restrictions restrict the transfer of the property or assets subject to such mortgages, pledges or other security agreements; or (C) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Parent Guarantor or any Restricted Subsidiary;

any agreement for the sale or other disposition of the Capital Stock or all or substantially all of the property and assets of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition;

Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced as determined in good faith by the Issuer or the Parent Guarantor or would not in the good faith determination of the Issuer, materially impair the ability of the Issuer to make payments on the Senior Notes;

Liens permitted to be incurred under the provisions of Section 4.12 hereof that limit the right of the debtor to dispose of the assets subject to such Liens;

customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into in connection with an Investment), which limitation is applicable only to the assets that are the subject of such agreements;

restrictions on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business;

restrictions effected in connection with a Qualified Receivables Financing that, in the good faith determination of an Officer or the Board of Directors of the Parent Guarantor, are necessary or advisable to effect such Qualified Receivables Financing;

any encumbrance or restriction pursuant to or ancillary to Hedging Obligations; or

any encumbrance or restriction existing under any agreement that extends, renews, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing Sections 4.08(b)(i) through 4.08(b)(xiii), or in this Section 4.08(b)(xiv); provided that the terms and conditions of any such encumbrances or restrictions are no more restrictive in any material respect than those under or pursuant to the agreement so extended, renewed, refinanced

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or replaced or would not in the good faith determination of the Issuer, materially impair the ability of the Issuer to make payments on the Senior Notes.

Incurrence of Indebtedness and Issuance of Preferred Stock. Article 8 The Parent Guarantor will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Parent Guarantor will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Parent Guarantor may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock and any Restricted Subsidiary may incur Indebtedness or issue preferred stock, if on the date on which such Indebtedness is incurred or such Disqualified Stock or preferred stock is issued, as the case may be, the Parent Guarantor’s Consolidated Net Leverage Ratio would not exceed 4.50 to 1.0 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the Indebtedness had been incurred or the Disqualified Stock or preferred stock had been issued on such date.

Section 4.09 (a) hereof will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

the incurrence of Indebtedness under Credit Facilities, in an aggregate principal amount at any one time outstanding under this Section 4.09(b)(i) not to exceed $1,000.0 million, plus in the case of any refinancing of any Indebtedness permitted under this Section 4.09(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing;

Indebtedness outstanding on the 2024 Notes Issue Date after giving pro forma effect to the Transactions and the use of the net proceeds thereof (other than Indebtedness described in Sections 4.09(b)(i) and (iii) hereof);

the incurrence by the Issuer and the Guarantors of Indebtedness represented by the Senior Notes (other than Additional Senior Notes) and the related Note Guarantees (including any future Note Guarantees) and the Existing Notes and guarantees of the Existing Notes and, without limitation, any lending made with the proceeds thereof between or among the Parent Guarantor and its Restricted Subsidiaries;

the incurrence by the Parent Guarantor or any Restricted Subsidiary of Indebtedness representing (x) Capital Lease Obligations, mortgage financings, purchase money obligations or other Indebtedness incurred for the purpose of financing all or any part of the purchase price, lease expense, rental payments or cost of design, construction, installation or improvement of property, plant or equipment or other assets (including Capital Stock) used in the business of the Parent Guarantor or any of its Restricted Subsidiaries not to exceed the greater of $150.0 million or 3.0% of the Total Assets of the Parent Guarantor at any time outstanding following the 2024 Notes Issuance Date; (y) any Non-Issuer Group Lease Obligations, or (z) without prejudice to any other permission set forth herein, (i) Capital Lease Obligations incurred in the ordinary course of business and consistent with past practice and (ii) consisting of any obligations in respect of a lease, concession or license of property (or guarantee thereof) which

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would be considered an operating lease under IFRS (or would have previously been categorized as operating leases prior to the adoption of IFRS 16 (Leases));

the incurrence by the Parent Guarantor or any Restricted Subsidiary of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) incurred under Sections 4.09(a), 4.09(b)(ii), 4.09(b)(iii), 4.09(b)(v) or 4.09(b)(xiv) hereof;

the incurrence by the Parent Guarantor or any Restricted Subsidiary of intercompany Indebtedness between or among the Parent Guarantor or any Restricted Subsidiary; provided that:

if the Issuer or any Guarantor is the obligor on such Indebtedness and the obligee is not the Issuer or a Guarantor, such Indebtedness must be unsecured and ((i) except in respect of the intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the Parent Guarantor and its Restricted Subsidiaries and (ii) only to the extent legally permitted (the Parent Guarantor and its Restricted Subsidiaries having completed all procedures required in the reasonable judgment of directors of officers of the obligee or obligor to protect such Persons from any penalty or civil or criminal liability in connection with the subordination of such Indebtedness)) expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the Senior Notes, in the case of the Issuer, or the Note Guarantee, in the case of a Guarantor; and

(i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Parent Guarantor or a Restricted Subsidiary and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Parent Guarantor or a Restricted Subsidiary, will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Parent Guarantor or such Restricted Subsidiary, as the case may be, that was not permitted by this Section 4.09(b)(vi);

the incurrence by the Issuer or any Restricted Subsidiary of intercompany Indebtedness between or among the Issuer or any Restricted Subsidiary; provided that the Indebtedness arises under guarantees entered into pursuant to section 2:403 of the Dutch Civil Code in respect of a Restricted Subsidiary incorporated in the Netherlands and any residual liability with respect to such guarantees arising under Section 2:404 of the Dutch Civil Code;

the issuance by any Restricted Subsidiary to the Parent Guarantor or to any of its Restricted Subsidiaries of preferred stock; provided that:

any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Parent Guarantor or a Restricted Subsidiary; and

any sale or other transfer of any such preferred stock to a Person that is not either the Parent Guarantor or a Restricted Subsidiary,

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will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this Section 4.09(b)(viii);

the incurrence by the Parent Guarantor or any Restricted Subsidiary of Hedging Obligations not for speculative purposes (as determined in good faith by the Parent Guarantor or such Restricted Subsidiary, as the case may be);

the guarantee by the Parent Guarantor or any Restricted Subsidiary of Indebtedness of the Parent Guarantor or any Restricted Subsidiary to the extent that the guaranteed Indebtedness was permitted to be incurred by another provision of this covenant; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the Senior Notes or a Note Guarantee, then the guarantee must be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed;

the incurrence by the Parent Guarantor or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, captive insurance companies, bankers’ acceptances, performance and surety bonds in the ordinary course of business;

the incurrence by the Parent Guarantor or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within 30 Business Days;

Indebtedness represented by guarantees of any Management Advances;

Indebtedness of (A) any Person outstanding on the date on which such Person becomes a Restricted Subsidiary or is merged, consolidated, amalgamated or otherwise combined with (including pursuant to any acquisition of assets and assumption of related liabilities) the Parent Guarantor or any Restricted Subsidiary (other than Indebtedness incurred to provide all or any portion of the funds used to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by the Parent Guarantor or a Restricted Subsidiary or otherwise in connection with, or in contemplation of, such acquisition) or (B) the Parent Guarantor or any Restricted Subsidiary incurred in relation to any such acquisition, merger, consolidation, amalgamation or combination; provided, however, with respect to this Section 4.09(b)(xiv), that at the time of the acquisition or other transaction pursuant to which such Indebtedness was incurred or deemed to be incurred (x) the Parent Guarantor would have been able to incur $1.00 of additional Indebtedness pursuant to Section 4.09(a) hereof after giving effect to the incurrence of such Indebtedness pursuant to this Section 4.09 (b) (xiv) calculated on a pro forma basis or (y) the Consolidated Net Leverage Ratio would be equal or less than the Consolidated Net Leverage Ratio immediately prior to giving effect to such acquisition or other transaction on a pro forma basis or, in the case of any Indebtedness incurred in reliance on Section 4.09(b)(xiv)(A), the principal amount of such Indebtedness is discharged, or otherwise reclassified in any manner that complies with this Section 4.09, within one year of incurrence;

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Indebtedness arising from agreements of the Parent Guarantor or a Restricted Subsidiary providing for customary indemnification, obligations in respect of earnouts or other adjustments of purchase price or, in each case, similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets or Person or any Equity Interests of a Subsidiary, provided that the maximum liability of the Parent Guarantor and its Restricted Subsidiaries in respect of all such Indebtedness shall at no time exceed the gross proceeds, including the fair market value of non-cash proceeds (measured at the time received and without giving effect to any subsequent changes in value), actually received by (or held in escrow as collateral for such Indebtedness for later release to) the Parent Guarantor and its Restricted Subsidiaries in connection with such disposition;

Indebtedness of the Parent Guarantor and its Restricted Subsidiaries in respect of (A) letters of credit, surety, performance or appeal bonds, completion guarantees, judgment, advance payment, customs, VAT or other tax guarantees or similar instruments issued in the ordinary course of business of such Person or in respect of any governmental requirement and not in connection with the borrowing of money, including letters of credit or similar instruments in respect of self-insurance and workers compensation obligations, and (B) any customary cash management, cash pooling or netting or setting off arrangements, including customary credit card facilities, entered into in the ordinary course of business; provided, however, that upon the drawing of such letters of credit or other instrument, such obligations are reimbursed within 30 days following such drawing;

(A) customer deposits and advance payments received in the ordinary course of business from customers for goods or services purchased in the ordinary course of business; (B) Indebtedness owed on a short-term basis of no longer than 30 days to banks and other financial institutions incurred in the ordinary course of business of the Parent Guarantor and its Restricted Subsidiaries with such banks or financial institutions that arises in connection with ordinary banking arrangements to manage cash balances of the Parent Guarantor and its Restricted Subsidiaries; and (C) Indebtedness incurred by a Restricted Subsidiary in connection with bankers acceptances, discounted bills of exchange or the discounting or factoring of receivables for credit management of bad debt purposes, in each case incurred or undertaken in the ordinary course of business;

Indebtedness of the Issuer and the Guarantors in an aggregate outstanding principal amount which, when taken together with any Permitted Refinancing Indebtedness in respect thereof and the principal amount of all other Indebtedness incurred pursuant to this Section 4.09(b)(xviii) and then outstanding, will not exceed 100% of the net proceeds (other than proceeds from any Parent Debt Contribution) received by the Parent Guarantor from the issuance or sale (other than to a Restricted Subsidiary) of its Subordinated Shareholder Debt or Capital Stock (other than Disqualified Stock, Designated Preference Shares, Excluded Amounts or an Excluded Contribution) or otherwise contributed to the equity (other than through the issuance of Disqualified Stock, Designated Preference Shares, Excluded Amounts, an Excluded Contribution or a Parent Debt Contribution) of the Parent Guarantor, in each case, subsequent to the Issue Date; provided, however, that (i) any such net proceeds that are so received or contributed shall be excluded for purposes of making Restricted Payments under Section 4.07(a) hereof and Sections 4.07(b)(ii) and 4.07(b)(v) hereof to the extent the Parent Guarantor and its Restricted Subsidiaries incur Indebtedness in reliance thereon and (ii) any net proceeds that are so received or contributed

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shall be excluded for purposes of incurring Indebtedness pursuant to this Section 4.09(b)(xviii) to the extent the Parent Guarantor or any of its Restricted Subsidiaries makes a Restricted Payment under Section 4.07(a) hereof and Sections 4.07(b)(ii) and 4.07(b)(v) hereof in reliance thereon;

guarantees by the Parent Guarantor or any Restricted Subsidiary granted to any trustee of any management equity plan or stock option plan or any other management or employee benefit or incentive plan or unit trust scheme approved by the Board of Directors of the Parent Guarantor, so long as the proceeds of the Indebtedness so guaranteed are used to purchase Equity Interests of the Parent Guarantor (other than Disqualified Stock); provided that the amount of any net cash proceeds from the sale of such Equity Interests of the Parent Guarantor will be excluded from Section 4.07(a)(v)(C)(2) hereof and will not be considered to be net cash proceeds from an Equity Offering for purposes of Section 3.07 hereof;

Indebtedness under daylight borrowing facilities incurred in connection with any refinancing of Indebtedness (including by way of set-off or exchange); provided that such Indebtedness does not exceed the principal amount of the Indebtedness being refinanced and the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing, so long as any such Indebtedness is repaid within three days of the date on which such Indebtedness is incurred;

Indebtedness incurred by a Receivables Subsidiary in a Qualified Receivables Financing;

Indebtedness incurred by the Parent Guarantor and any Restricted Subsidiary under local Credit Facilities in an aggregate principal amount at any one time outstanding under this clause this Section 4.09(b)(xxii), not to exceed $50.0 million, plus in the case of any refinancing of any Indebtedness permitted under this Section 4.09(b)(xxii) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing;

any joint and several liability in respect of any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same) as a result of a fiscal unity (fiscale eenheid) for Dutch corporate tax or value added tax purposes (or any similar structure of any other jurisdiction having similar effect) in respect of the Parent Guarantor or any Restricted Subsidiary;

the incurrence of Indebtedness under Land Leases entered into by the Parent Guarantor or any Restricted Subsidiary in the ordinary course of business; or

the incurrence of Indebtedness by the Parent Guarantor or any of its Restricted Subsidiaries in an aggregate principal amount at any time outstanding, including all Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this Section 4.09(b)(xxv), not to exceed the greater of $150.0 million and 3.0% of the Total Assets of the Parent Guarantor at any time outstanding following the 2024 Notes Issue Date,

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provided that the amount of Indebtedness incurred by any Restricted Subsidiary that is not a Guarantor in reliance on Sections 4.09(a) or clauses (b)(ii) or (b)(xxiv) hereof (x) with respect to any Issuer Group Restricted Subsidiary, shall be limited to the greater of U.S.$150.0 million and 3.0% of the Total Assets of the Issuer and (y) with respect to any other Restricted Subsidiary that is not an Issuer Group Restricted Subsidiary, shall be limited to the Priority Debt Cap at any time outstanding.

For purposes of determining compliance with this Section 4.09, (i) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in Section 4.09(b)(i) through 4.09(b)(xxiii) hereof, or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Parent Guarantor, in its sole discretion, will be permitted to classify such item of Indebtedness on the date of its incurrence and only be required to include the amount and type of such Indebtedness in one of such clauses and will be permitted on the date of such incurrence to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in the Sections 4.09(a) and 4.09(b) hereof, from time to time to reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant. All Indebtedness under the IHS Holding 2020 Revolving Credit Facility, the Nigeria 2023 Revolving Credit Facility and the Nigeria 2023 Term Loan outstanding following the 2024 Notes Issue Date shall be incurred under Section 4.09(b)(i) hereof, and may not be reclassified; (ii) guarantees of, or obligations in respect of letters of credit, bankers' acceptances or other similar instruments relating to, or Liens securing, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included; (iii) if obligations in respect of letters of credit, bankers' acceptances or other similar instruments are incurred pursuant to any Credit Facility and are being treated as incurred pursuant to Section 4.09(b) hereof and the letters of credit, bankers' acceptances or other similar instruments relate to other Indebtedness, then such other Indebtedness shall not be included; and (iv) Indebtedness permitted by this covenant need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness.

The accrual of interest or preferred stock dividends, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on preferred stock or Disqualified Stock in the form of additional shares of the same class of preferred stock or Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of preferred stock or Disqualified Stock for purposes of this Section 4.09.

For purposes of determining compliance with the Consolidated Net Leverage Ratio on the date of any proposed incurrence of Indebtedness, the U.S. dollar equivalent principal amount of Indebtedness denominated in a different currency shall be utilized, calculated based on the relevant currency exchange rate in effect on the last balance sheet date, or at the option of the Parent Guarantor, the date first committed, in the case of Indebtedness incurred under Credit Facilities; provided, that if such Indebtedness denominated in currency other than U.S. dollars is subject to a Currency Exchange Protection Agreement with respect to U.S. dollars the amount of such Indebtedness expressed in U.S. dollars will be calculated so as to take account of the effects of such Currency Exchange Protection Agreement.

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The principal amount of any refinancing Indebtedness incurred in the same currency as the Indebtedness being refinanced will be the U.S. dollar equivalent of the Indebtedness refinanced determined by reference to the currency exchange rate in effect on the last balance sheet date to the date on which such refinancing Indebtedness is being incurred, except that to the extent that such U.S. dollar equivalent was determined based on a Currency Exchange Protection Agreement, in which case the refinancing Indebtedness will be determined in accordance with Section 4.09(e) hereof.

Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that the Parent Guarantor or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

The amount of any Indebtedness outstanding as of any date will be:

in the case of any Indebtedness issued with original issue discount, the amount of the liability in respect thereof determined in accordance with IFRS;

the principal amount of the Indebtedness, in the case of any other Indebtedness;

in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

the fair market value of such assets at the date of determination; and

the amount of the Indebtedness of the other Person

any “parallel debt” obligation relating to Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included; and

the principal amount of any Disqualified Stock of the Parent Guarantor, or preferred stock of a Restricted Subsidiary, which will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof.

Asset Sales. Article 9 The Parent Guarantor will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale unless:

the Parent Guarantor (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the fair market value (determined at the time of contracting such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; and

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at least 75% of the consideration received in the Asset Sale by the Parent Guarantor or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash:

any liabilities, as recorded on the balance sheet of the Parent Guarantor or any Restricted Subsidiary (other than contingent liabilities), that are assumed by the transferee of any such assets and as a result of which the Parent Guarantor and its Restricted Subsidiaries are no longer obligated with respect to such liabilities or are indemnified against further liabilities;

any securities, notes or other obligations received by the Parent Guarantor or any such Restricted Subsidiary from such transferee that are converted by the Parent Guarantor or such Restricted Subsidiary into cash or Cash Equivalents within 180 days following the closing of the Asset Sale, to the extent of the cash or Cash Equivalents received in that conversion;

any Capital Stock or assets of the kind referred to in Sections 4.10(b)(iii), 4.10(b)(v) or 4.10(b)(vi) hereof;

Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Parent Guarantor and each Restricted Subsidiary are released from any guarantee of such Indebtedness in connection with such Asset Sale;

consideration consisting of Indebtedness of the Issuer or any Guarantor received from Persons who are not the Parent Guarantor or any Restricted Subsidiary that is cancelled;

accounts receivable of a business retained by the Parent Guarantor or any Restricted Subsidiary, as the case may be, following the sale of such business; and

any Designated Non-Cash Consideration received by the Parent Guarantor or any of its Restricted Subsidiaries in such Asset Sales having an aggregate fair market value, when taken together with all other Designated Non-Cash Consideration received pursuant to this Section 4.10(a)(ii)(G) that is at that time outstanding, not to exceed the greater of $100.0 million and 2.0% of the Total Assets of the Parent Guarantor following the 2024 Notes Issue Date, measured at the time of the receipt of such Designated Non-Cash Consideration (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value).

Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Parent Guarantor (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds (at the option of the Parent Guarantor or such Restricted Subsidiary) to:

(A) prepay, repay, redeem or purchase (including through open market purchases, voluntary tender offers or privately negotiated transactions at market prices) Pari Passu Indebtedness; provided that the Parent Guarantor shall redeem, repay or repurchase Pari Passu Indebtedness that is Public Debt pursuant to this Section 4.10(b)(i)(A) only if the Parent Guarantor

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makes (at such time or subsequently in compliance with this covenant) an offer to all holders of the Senior Notes to purchase their Senior Notes in accordance with the provisions set forth below for an Asset Sale Offer for an aggregate principal amount of Senior Notes at least equal to the proportion that (x) the total aggregate principal amount of Senior Notes outstanding bears to (y) the sum of the total aggregate principal amount of Senior Notes outstanding plus the total aggregate principal amount outstanding of such Pari Passu Indebtedness (a “Public Debt Offer”), provided further that such Public Debt Offer shall not be required if the Issuer was eligible to, and has, made a Non-Pro Rata Election (as defined below) in respect of such Net Proceeds; (B) with respect to assets of a Restricted Subsidiary that is not a Guarantor, prepay, repay, repurchase or redeem (including through open market purchases, voluntary tender offers or privately negotiated transactions at market prices) any of its Indebtedness; or (C) prepay, repay, repurchase or redeem any Indebtedness that is secured on any asset which security does not also secure the Senior Notes on a pari passu or senior basis (and in each of Sections 4.10(b)(i)(A) and (B) hereof and this Section 4.10(b)(i)(C), other than Indebtedness that is owed to the Parent Guarantor or a Restricted Subsidiary);

purchase Senior Notes (a) pursuant to an offer to all holders of the Senior Notes at a purchase price in cash equal to at least 100% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date) (a “Notes Offer”) or (b) pursuant to Section 3.07 hereof;

acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary;

make a capital expenditure;

acquire other assets (other than Capital Stock) that are used or useful in a Permitted Business;

invest in any Replacement Assets;

enter into a commitment approved by the Board of Directors or otherwise binding on the Parent Guarantor to apply the Net Proceeds pursuant to Sections 4.10 (b) (iii), (iv), (v) or (vi) hereof; provided that such commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment until the earlier of (x) the date on which such acquisition or expenditure is consummated, and (y) the 180th day following the expiration of the aforementioned 365 day period; or

any combination of the foregoing.

The Issuer shall be permitted, at any time and from time to time following the 2024 Notes Issuance Date through the date that is three years from the 2024 Notes Issuance Date, to make one or more elections to apply up to a maximum of $1.0 billion in aggregate (or its equivalent in other currencies) of the Net Proceeds of Asset Sales pursuant to clause (1) above to the redemption, repayment or repurchase of any Pari Passu Indebtedness that is Public Debt without being required to make a Public Debt Offer (any such election, a “Non-Pro Rata Election”).

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Following any such Non-Pro Rata Election, any proceeds so applied shall be considered a permitted application of Net Proceeds pursuant to this Indenture.

Pending the final application of any Net Proceeds, the Parent Guarantor (or the applicable Restricted Subsidiary) may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Senior Notes Indenture.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.10(b) hereof will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $100.0 million, within ten Business Days thereof, or at any earlier time at the Issuer’s election, the Issuer will make an offer (an “Asset Sale Offer”) to all Holders and may, to the extent the Issuer so elects, make an offer to holders of Pari Passu Indebtedness to purchase, prepay or redeem with the proceeds of sales of assets in accordance with Section 3.10 hereof the maximum principal amount of Senior Notes and such other Pari Passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Proceeds. The offer price for the Senior Notes in any Asset Sale Offer will be equal to (i) solely in the case of the Senior Notes, 100% of the principal amount of the applicable series, which shall be repurchased in integral multiples of $1,000; provided that Senior Notes of $200,000 or less may only be redeemed in whole and not in part; and (ii) solely in the case of any other Pari Passu Indebtedness, no greater than 100% of the principal amount, plus, in the case of (i) and (ii), accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, prepayment or redemption, subject to the rights of the Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Parent Guarantor and its Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by this Senior Notes Indenture. If the aggregate principal amount of Senior Notes and other Pari Passu Indebtedness tendered into (or to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, or if the aggregate principal amount of Senior Notes tendered pursuant to an Asset Sale Offer that is an application of Net Proceeds pursuant to Section 4.10 (b) (i) hereof exceeds the amount of the Net Proceeds so applied, the Trustee or the Registrar, as applicable, will select the Senior Notes and such other Pari Passu Indebtedness, if applicable, to be purchased on a pro rata basis (or in the manner described under Section 3.02 hereof), based on the amounts tendered or required to be prepaid or redeemed in integral multiples of $1,000; provided that Senior Notes of $200,000 or less may only be redeemed in whole and not in part. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Neither the Trustee nor the Registrar shall be liable for any selections made by it in accordance with this Section 4.10.

The Issuer will comply with the requirements of Rule 14e-1 under the U.S. Exchange Act and any other applicable securities laws and regulations to the extent those laws and regulations are applicable in connection with each repurchase of Senior Notes pursuant to a Change of Control Offer, an Asset Sale Offer or a Notes Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control or Asset Sale provisions of this Senior Notes Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control or Asset Sale provisions of this Senior Notes Indenture by virtue of such compliance.

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The Parent Guarantor or a Restricted Subsidiary, as the case may be, may make an Asset Sale Offer prior to the expiration of the 365-day period mentioned in this Section 4.10. The provisions of this Senior Notes Indenture relating to the Parent Guarantor’s obligation to make an Asset Sale Offer may be waived or modified with the consent of Holders of a majority in outstanding aggregate principal amount of the Senior Notes.

Transactions with Affiliates. Article 10 The Parent Guarantor will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any services) with any Affiliate of the Parent Guarantor (any such transaction or series of related transactions being, an “Affiliate Transaction”) involving aggregate value in excess of $40.0 million, unless:

the Affiliate Transaction is on terms that are not materially less favorable to the Parent Guarantor or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Parent Guarantor or such Restricted Subsidiary with an unrelated Person; and

with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate value in excess of U.S.$50.0 million, a resolution of the Board of Directors of the Parent Guarantor set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Parent Guarantor, or, if there are not sufficient disinterested members of the Board of Directors of the Parent Guarantor to form a majority, by a majority of the Board of Directors.

The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 4.11(a) hereof:

any issuance or sale of Capital Stock, Subordinated Shareholder Debt, options, other equity-related interests or other securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, or entering into, or maintenance of, any employment, consulting, collective bargaining or benefit plan, program, agreement or arrangement, related trust or other similar agreement and other compensation arrangements, options, warrants or other rights to purchase Capital Stock of the Parent Guarantor, any Restricted Subsidiary or any Parent Holdco, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits or consultants’ plans or indemnities provided on behalf of officers, employees, directors or consultants approved or ratified by the Board of Directors of the Parent Guarantor;

transactions between or among the Parent Guarantor and/or its Restricted Subsidiaries, or between and among Restricted Subsidiaries and any Receivables Subsidiary;

any transaction in the ordinary course of business between or among the Parent Guarantor or any Restricted Subsidiary and any Affiliate of the Parent Guarantor that would constitute an Affiliate Transaction solely because the Parent Guarantor or a Restricted Subsidiary owns an equity interest in or otherwise controls such Affiliate;

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payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Parent Guarantor or any of its Restricted Subsidiaries;

the execution, delivery and performance (without duplication of any Permitted Parent Payments) of any Tax Sharing Agreement or any arrangement pursuant to which the Parent Guarantor or any of its Restricted Subsidiaries is required or permitted to file a consolidated tax return, or the formation and maintenance of any consolidated group for tax, accounting or cash pooling or management purposes in the ordinary course of business;

any Restricted Payment that is permitted pursuant to Section 4.07 hereof (other than pursuant to Section 4.07(b)(xii)(B)(ii) hereof);

any Permitted Investment (other than Permitted Investments described in clauses (3), (10) and (16) of the definition thereof);

(A) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Parent Guarantor or options, warrants or other rights to acquire such Capital Stock or Subordinated Shareholder Debt; provided that the interest rate and other financial terms of such Subordinated Shareholder Debt are approved by a majority of the members of the Board of Directors of the Parent Guarantor in their reasonable determination and (B) any amendment, waiver or other transaction with respect to any Subordinated Shareholder Debt made in compliance with the other provisions of this Senior Notes Indenture;

transactions pursuant to, or contemplated by any agreement in effect on the Issue Date and transactions pursuant to any amendment, modification or extension to such agreement, so long as such amendment, modification or extension, taken as a whole, is not materially more disadvantageous to the holders of the Senior Notes than the original agreement as in effect on the Issue Date;

Management Advances and the payment of Management Fees;

transactions with customers, clients, suppliers, or purchasers or sellers of goods or services or providers of employees or other labor, in each case in the ordinary course of business and otherwise in compliance with the terms of this Senior Notes Indenture that are fair to the Parent Guarantor or the Restricted Subsidiaries, in the reasonable determination of the members of the Board of Directors of the Parent Guarantor or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated Person;

transactions, agreements or other arrangements with customers, suppliers, contractors, lessors or sellers of goods or services that are negotiated with an Affiliate or any Parent Holdco, in each case, which are otherwise in compliance with the terms of this Senior Notes Indenture; provided that the terms and conditions of any such transaction, agreement or other arrangement as applicable to the Parent Guarantor and its Restricted Subsidiaries are fair to the Parent Guarantor and its Restricted Subsidiaries and are on terms no less favorable to the Parent Guarantor and its Restricted Subsidiaries than those that could have reasonably been obtained in

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respect of an analogous transaction or agreement that would not constitute an Affiliate Transaction (in each case, as determined in good faith by the Board of Directors of the Parent Guarantor);

any agreements or other arrangements entered into from time to time with IHS Holding Limited or any Parent Holdco that is entered into for the provision of group services, provided that such agreements or arrangements are on terms which are fair to the Parent Guarantor or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or an Officer of the Parent Guarantor or the relevant Restricted Subsidiary;

any participation in a rights offer or public tender or exchange offer for publicly-held securities or debt instruments issued by the Parent Guarantor or any of its Restricted Subsidiaries that are conducted on arm’s length terms and provide for the same price or exchange ratio, as the case may be, to all holders accepting such rights, tender or exchange offer;

transactions between the Parent Guarantor or any Restricted Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director of such other Person is also a director of the Parent Guarantor or any Parent Holdco of the Parent Guarantor; provided, however, that such director abstains from voting as a director of the Parent Guarantor or such Parent Holdco, as the case may be, on any matter including such other Person;

transactions pursuant to, or contemplated by the Parent Revolving Credit Facility Agreement, any guarantee thereof, any Parent Debt Contribution and any related notes, guarantees, collateral documents, instruments, and agreements executed in connection therewith, in each case, as amended, restated, modified, renewed, refunded, replaced in any manner (whether upon or after termination or otherwise) or refinanced in whole or in part from time to time; provided that any such amendment, modification, renewal, refunding, replacement or refinancing, taken as a whole, is not materially more disadvantageous to the holders of the Senior Notes than the original instrument; and

any transaction effected as part of a Qualified Receivables Financing.

Liens. The Parent Guarantor will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien (an “Initial Lien”) of any kind securing Indebtedness upon any of their property or assets, now owned or hereafter acquired, except (a) Permitted Liens; or (b) if such Lien is not a Permitted Lien, to the extent that all Obligations due under this Senior Notes Indenture, the Senior Notes and the Note Guarantees are, in each case, secured on an equal and ratable basis or on a priority basis with the Obligations secured by the Initial Lien (and on a priority basis if such Obligations secured by the Initial Lien are subordinated in right of payment to either the Senior Notes or any Note Guarantee). With respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the incurrence of such Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount” of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms, accretion of original issue discount or liquidation preference and increases in the amount of