0001193125-15-273013 Sample Contracts

DIGICEL GROUP LIMITED, AS ISSUER, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE Indenture Dated as of September 19, 2012 8.25% Senior Notes due 2020
Digicel Group LTD • July 31st, 2015 • Radiotelephone communications • New York

INDENTURE dated as of September 19, 2012 between Digicel Group Limited, a limited liability exempted company incorporated under the laws of Bermuda (the “Issuer”) and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).

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U.S.$688,252,647.73 TRANCHE D-2 CREDIT AGREEMENT dated as of July 11, 2014 among DIGICEL INTERNATIONAL FINANCE LIMITED, as Borrower, the LENDERS from time to time parties hereto and CITIBANK, N.A., as Administrative Agent
Credit Agreement • July 31st, 2015 • Digicel Group LTD • Radiotelephone communications • New York

TRANCHE D-2 CREDIT AGREEMENT, dated as of July 11, 2014 (the “Agreement”), among DIGICEL INTERNATIONAL FINANCE LIMITED, an international business company organized and existing under the laws of St. Lucia (the “Borrower”), the Lenders from time to time parties hereto (the “Lenders”), and CITIBANK, N.A., as administrative agent for the Lenders from time to time parties hereto (in such capacity and together with any successor appointed pursuant to Article 7, the “Administrative Agent”).

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U.S.$51,296,610.27 TRANCHE H (PANAMA) CREDIT AGREEMENT dated as of July 11, 2014 among DIGICEL INTERNATIONAL FINANCE LIMITED as Borrower, the LENDERS from time to time parties hereto and CITIBANK, N.A., as Administrative Agent
Credit Agreement • July 31st, 2015 • Digicel Group LTD • Radiotelephone communications • New York

TRANCHE H (PANAMA) CREDIT AGREEMENT, dated as of July 11, 2014 (the “Agreement”), among DIGICEL INTERNATIONAL FINANCE LIMITED, an international business company organized and existing under the laws of St. Lucia (the “Borrower”), the Lenders from time to time parties hereto (the “Lenders”), and CITIBANK, N.A., as administrative agent for the Lenders from time to time parties hereto (in such capacity and together with any successor appointed pursuant to Article 7, the “Administrative Agent”).

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TT$62,277,891.87 TRANCHE F-1 (T&T) CREDIT AGREEMENT dated as of July 11, 2014 among DIGICEL INTERNATIONAL FINANCE LIMITED, as Borrower, the LENDERS from time to time parties hereto and CITIBANK (TRINIDAD & TOBAGO) LIMITED, as Administrative Agent
Common Agreement • July 31st, 2015 • Digicel Group LTD • Radiotelephone communications • New York

TRANCHE F-1 (T&T) CREDIT AGREEMENT, dated as of July 11, 2014 (the “Agreement”), among DIGICEL INTERNATIONAL FINANCE LIMITED, an international business company organized and existing under the laws of St. Lucia (“DIFL” or the “Borrower”), the Lenders from time to time parties hereto, and CITIBANK (TRINIDAD & TOBAGO) LIMITED, as administrative agent for the Lenders from time to time parties hereto (in such capacity and together with any successor appointed pursuant to Article 7, the “Administrative Agent”).

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DIGICEL GROUP LIMITED, AS ISSUER, AND DEUTSCHE BANK TRUST COMPANY AMERICAS, AS TRUSTEE Indenture Dated as of April 2, 2014 7.125% Senior Notes due 2022
Digicel Group LTD • July 31st, 2015 • Radiotelephone communications • New York

INDENTURE dated as of April 2, 2014 between Digicel Group Limited, a limited liability exempted company incorporated under the laws of Bermuda (the “Issuer”) and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”).

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AMENDED AND RESTATED JAMAICA TRUST DEED
Jamaica Trust Deed • July 31st, 2015 • Digicel Group LTD • Radiotelephone communications

THIS AMENDED AND RESTATED JAMAICA TRUST DEED (this “Trust Deed”) made this 22nd day of November, 2011, amends and restates in its entirety the Trust Deed made the 19th day of February, 2010;

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TRANCHE E (EURO) CREDIT AGREEMENT dated as of February 19, 2010 among DIGICEL INTERNATIONAL FINANCE LIMITED, as Borrower, the LENDERS from time to time parties hereto and CITIBANK, N.A., as Administrative Agent
Credit Agreement • July 31st, 2015 • Digicel Group LTD • Radiotelephone communications • New York

TRANCHE E (EURO) CREDIT AGREEMENT, dated as of February 19, 2010 (the “Agreement”), among DIGICEL INTERNATIONAL FINANCE LIMITED, an international business company organized and existing under the laws of St. Lucia (the “Borrower”), the Lenders from time to time parties hereto (the “Lenders”), and CITIBANK, N.A., as administrative agent for the Lenders from time to time parties hereto (in such capacity and together with any successor appointed pursuant to Article 7, the “Administrative Agent”).

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TT$198,091,108.08 AMENDED AND RESTATED TRANCHE F (T&T) CREDIT AGREEMENT dated as of November 22, 2011 among DIGICEL INTERNATIONAL FINANCE LIMITED, as Borrower, the LENDERS from time to time parties hereto and SCOTIATRUST AND MERCHANT BANK TRINIDAD AND...
Agreement • July 31st, 2015 • Digicel Group LTD • Radiotelephone communications • New York

This AMENDED AND RESTATED TRANCHE F (T&T) CREDIT AGREEMENT, dated as of November 22, 2011 (the “Agreement”), among DIGICEL INTERNATIONAL FINANCE LIMITED, an international business company organized and existing under the laws of St. Lucia (“DIFL” or the “Borrower”), the Lenders from time to time parties hereto, and SCOTIATRUST AND MERCHANT BANK TRINIDAD AND TOBAGO LIMITED, as administrative agent for the Lenders from time to time parties hereto (in such capacity and together with any successor appointed pursuant to Article 7, the “Administrative Agent”) amends and restates in its entirety the Tranche F (T&T) Credit Agreement, dated as of February 19, 2010.

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J$1,800,000,000 AMENDED AND RESTATED TRANCHE G (J$) CREDIT AGREEMENT dated as of November 22, 2011 among DIGICEL INTERNATIONAL FINANCE LIMITED, as Borrower, the LENDERS from time to time parties hereto and THE BANK OF NOVA SCOTIA JAMAICA LIMITED, as...
Credit Agreement • July 31st, 2015 • Digicel Group LTD • Radiotelephone communications
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U.S.$477,360,628.71 TRANCHE D CREDIT AGREEMENT dated as of February 19, 2010 among DIGICEL INTERNATIONAL FINANCE LIMITED, as Borrower, the LENDERS from time to time parties hereto and CITIBANK, N.A., as Administrative Agent
Credit Agreement • July 31st, 2015 • Digicel Group LTD • Radiotelephone communications • New York

This Note (a) is one of the Notes referred to in the Tranche D Credit Agreement, dated as of February 19, 2010 (as amended, supplemented or otherwise modified from time to time, the “Tranche D Credit Agreement”), among the Borrower, the Lenders from time to time parties thereto and Citibank, N.A., as Administrative Agent, (b) is subject to the provisions of the Tranche D Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Tranche D Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof.

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TRANCHE E-1 (EURO) CREDIT AGREEMENT dated as of November 22, 2011 among DIGICEL INTERNATIONAL FINANCE LIMITED, as Borrower, the LENDERS from time to time parties hereto and CITIBANK, N.A., as Administrative Agent
Credit Agreement • July 31st, 2015 • Digicel Group LTD • Radiotelephone communications • New York

TRANCHE E-1 (EURO) CREDIT AGREEMENT, dated as of November 22, 2011 (the “Agreement”), among DIGICEL INTERNATIONAL FINANCE LIMITED, an international business company organized and existing under the laws of St. Lucia (the “Borrower”), the Lenders from time to time parties hereto (the “Lenders”), and CITIBANK, N.A., as administrative agent for the Lenders from time to time parties hereto (in such capacity and together with any successor appointed pursuant to Article 7, the “Administrative Agent”).

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Contract
Common Agreement • July 31st, 2015 • Digicel Group LTD • Radiotelephone communications • New York

AMENDED AND RESTATED COMMON AGREEMENT dated as of March 23, 2007, among DIGICEL INTERNATIONAL FINANCE LIMITED, a company organized and existing under the laws of St. Lucia (the “Borrower”), Citibank, N.A., as agent for the lenders from time to time party to the Tranche A Credit Agreement (in such capacity, together with its successors in such capacity, the “Tranche A Administrative Agent”), Citibank, N A , as agent for the lenders from time to time party to the Tranche B Credit Agreement (in such capacity, together with its successors in such capacity, the “Tranche B Administrative Agent”), Citibank, N.A., as agent for the lenders from time to time party to the Revolving Credit Agreement (in such capacity, together with its successors in such capacity, the “Revolving Administrative Agent”), Pan Caribbean Merchant Bank Limited, as trustee for the Jamaica Bondholders (in such capacity, together with its successors in such capacity, the “Jamaica Trustee”), RBTT Trust Limited, as trustee f

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SERVICES AGREEMENT dated as of between DIGICEL GROUP LIMITED and DIGICEL (CENTRAL AMERICA HOLDINGS) LIMITED
Services Agreement • July 31st, 2015 • Digicel Group LTD • Radiotelephone communications

AGREEMENT dated as of 5 June, 2008 between DIGICEL GROUP LIMITED, a Bermuda limited liability exempted company (the “Provider”) and DIGICEL (CENTRAL AMERICA HOLDINGS) LIMITED, a Bermuda limited liability exempted company (the “Recipient”).

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U.S.$621,946,408.96 TRANCHE D-1 CREDIT AGREEMENT dated as of November 22, 2011 among DIGICEL INTERNATIONAL FINANCE LIMITED, as Borrower, the LENDERS from time to time parties hereto and CITIBANK, N.A., as Administrative Agent
Credit Agreement • July 31st, 2015 • Digicel Group LTD • Radiotelephone communications • New York

TRANCHE D-1 CREDIT AGREEMENT, dated as of November 22, 2011 (the “Agreement”), among DIGICEL INTERNATIONAL FINANCE LIMITED, an international business company organized and existing under the laws of St. Lucia (the “Borrower”), the Lenders from time to time parties hereto (the “Lenders”), and CITIBANK, N.A., as administrative agent for the Lenders from time to time parties hereto (in such capacity and together with any successor appointed pursuant to Article 7, the “Administrative Agent”).

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TRADEMARK COEXISTENCE AGREEMENT dated as of February 16, 2007 between Digicel Caribbean Limited and Digicel Holdings BV
Trademark Coexistence Agreement • July 31st, 2015 • Digicel Group LTD • Radiotelephone communications

This TRADEMARK COEXISTENCE AGREEMENT (this “Agreement”) dated February 16, 2007 (the “Effective Date”), between Digicel Caribbean Limited, (“DCL”) a corporation incorporated under the laws of St Lucia, and having its principal office at 1st Floor, Financial Centre, Bridge Street, Castries, St Lucia and Digicel Holdings BV (“DH”), a limited liability company incorporated under the laws of The Netherlands, and having its registered office at IMFC Management B.V., Amsteldijk 166, 1079 LH Amsterdam, The Netherlands (each a “Party” and collectively, the “Parties”).

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TRADEMARK CROSS LICENSE AGREEMENT dated as of February 16, 2007 between Digicel Holdings BV and Digicel Caribbean Limited
Trademark Cross License Agreement • July 31st, 2015 • Digicel Group LTD • Radiotelephone communications

This TRADEMARK CROSS LICENSE AGREEMENT (this “Agreement”) dated February 16, 2007 (the “Effective Date”), between Digicel Holdings BV, (“DH”) a limited liability company incorporated under the laws of The Netherlands, and having its registered office at IMFC Management B.V., Amsteldijk 166, 1079 LH Amsterdam, The Netherlands, and having its principal office at the above address and Digicel Caribbean Limited (“DCL”), a corporation incorporated under the laws of St Lucia, and having its principal office at 1st Floor, Financial Centre, Bridge Street, Castries, St Lucia (each a “Party” and collectively, the “Parties”).

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U.S.$40,000,000.00 TRANCHE I CREDIT AGREEMENT dated as of May 29, 2015 among DIGICEL INTERNATIONAL FINANCE LIMITED, as Borrower, the LENDERS from time to time parties hereto and CITIBANK, N.A., as Administrative Agent
Tranche I Credit Agreement • July 31st, 2015 • Digicel Group LTD • Radiotelephone communications • New York

TRANCHE I CREDIT AGREEMENT, dated as of May 29, 2015 (the “Agreement”), among DIGICEL INTERNATIONAL FINANCE LIMITED, an international business company organized and existing under the laws of St. Lucia (the “Borrower”), the Lenders from time to time parties hereto (the “Lenders”), and CITIBANK, N.A., as administrative agent for the Lenders from time to time parties hereto (in such capacity and together with any successor appointed pursuant to Article 7, the “Administrative Agent”).

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