Exhibit 4.4


 


	 	 
	 	 
	 	EXECUTION VERSION
	 	 
	DATED AS OF SEPTEMBER 18, 2019
	 
	
    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

     

	 	
     

    SENIOR
    NOTES INDENTURE

     

    7.125%
    SENIOR NOTES DUE 2025

    8.000%
    SENIOR NOTES DUE 2027

     
	 
	 	 	 	 


 






     


     


    

 


	Table of Contents
	 	Page


 


	Article 1 DEFINITIONS AND INCORPORATION BY REFERENCE	1
	 	 	 
	Section 1.01.	Definitions	1
	 	 	 
	Section 1.02.	Other Definitions	36
	 	 	 
	Section 1.03.	Rules of Construction	37
	 	 	 
	Article 2 THE SENIOR NOTES	38
	 	 	 
	Section 2.01.	Form and Dating	38
	 	 	 
	Section 2.02.	Execution and Authentication	39
	 	 	 
	Section 2.03.	Paying Agent, Registrars and Transfer Agent	40
	 	 	 
	Section 2.04.	Paying Agent to Hold Money	41
	 	 	 
	Section 2.05.	Holder Lists	41
	 	 	 
	Section 2.06.	Transfer and Exchange	41
	 	 	 
	Section 2.07.	Replacement Senior Notes	48
	 	 	 
	Section 2.08.	Outstanding Senior Notes	49
	 	 	 
	Section 2.09.	Treasury Notes	49
	 	 	 
	Section 2.10.	Temporary Notes	49
	 	 	 
	Section 2.11.	Cancellation	50
	 	 	 
	Section 2.12.	Defaulted Interest	50
	 	 	 
	Section 2.13.	Computation of Interest	50
	 	 	 
	Section 2.14.	Further Issues.	51
	 	 	 
	Section 2.15.	CUSIP, ISIN or Common Code Number	51
	 	 	 
	Section 2.16.	Deposit of Moneys	52
	 	 	 
	Section 2.17.	Agents	52
	 	 	 
	Article 3 REDEMPTION AND PREPAYMENT	52
	 	 	 
	Section 3.01.	Notices to Trustee	52
	 	 	 
	Section 3.02.	Selection of Senior Notes to Be Redeemed or Purchased	52
	 	 	 
	Section 3.03.	Notice of Redemption	53
	 	 	 
	Section 3.04.	Effect of Notice of Redemption	54
	 	 	 
	Section 3.05.	Deposit of Redemption or Purchase Price	54
	 	 	 
	Section 3.06.	Notes Redeemed or Purchased in Part	55
	 	 	 
	Section 3.07.	Optional Redemption	55
	 	 	 
	Section 3.08.	Redemption for Changes in Taxes	57
	 	 	 
	Section 3.09.	Mandatory Redemption; Open Market Purchases	58




 






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	Section 3.10.	Offer to Purchase by Application of Excess Proceeds	58
	 	 	 
	Section 3.11.	Optional Redemption upon Completion of Certain Tender Offers	60
	 	 	 
	Article 4 COVENANTS	61
	 	 	 
	Section 4.01.	Payment of Senior Notes	61
	 	 	 
	Section 4.02.	Maintenance of Office or Agency	62
	 	 	 
	Section 4.03.	Reports	62
	 	 	 
	Section 4.04.	Compliance Certificate	64
	 	 	 
	Section 4.05.	Taxes	64
	 	 	 
	Section 4.06.	Stay, Extension and Usury Laws	64
	 	 	 
	Section 4.07.	Restricted Payments	65
	 	 	 
	Section 4.08.	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	71
	 	 	 
	Section 4.09.	Incurrence of Indebtedness and Issuance of Preferred Stock	73
	 	 	 
	Section 4.10.	Asset Sales	79
	 	 	 
	Section 4.11.	Transactions with Affiliates	82
	 	 	 
	Section 4.12.	Liens	85
	 	 	 
	Section 4.13.	Offer to Repurchase upon Change of Control	85
	 	 	 
	Section 4.14.	Additional Guarantees	88
	 	 	 
	Section 4.15.	[Reserved]	89
	 	 	 
	Section 4.16.	Designation of Restricted and Unrestricted Subsidiaries	89
	 	 	 
	Section 4.17.	Maintenance of Listing	89
	 	 	 
	Section 4.18.	Additional Amounts	89
	 	 	 
	Section 4.19.	Suspension of Certain Covenants when Senior Notes Rated Investment Grade	92
	 	 	 
	Section 4.20.	Additional or Amended Subordination Deed	93
	 	 	 
	Section 4.21.	Anti-Layering	93
	 	 	 
	Section 4.22.	Financial Calculations	94
	 	 	 
	Article 5 SUCCESSORS	95
	 	 	 
	Section 5.01.	Merger, Consolidation or Sale of Assets	95
	 	 	 
	Section 5.02.	Successor Corporation Substituted	96
	 	 	 
	Section 5.03.	Issuer Substitution	97
	 	 	 
	Article 6 DEFAULTS AND REMEDIES	98
	 	 	 
	Section 6.01.	Events of Default	98
	 	 	 
	Section 6.02.	Acceleration	100
	 	 	 



 






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	Section 6.03.	Other Remedies	101
	 	 	 
	Section 6.04.	Waiver of Past Defaults	101
	 	 	 
	Section 6.05.	Control by Majority	101
	 	 	 
	Section 6.06.	Limitation on Suits	101
	 	 	 
	Section 6.07.	Rights of Holders of Senior Notes to Receive Payment	102
	 	 	 
	Section 6.08.	Collection Suit by Trustee	102
	 	 	 
	Section 6.09.	Trustee May File Proofs of Claim	103
	 	 	 
	Section 6.10.	Priorities	103
	 	 	 
	Section 6.11.	Undertaking for Costs	103
	 	 	 
	Section 6.12.	Restoration of Rights and Remedies	104
	 	 	 
	Section 6.13.	Rights and Remedies Cumulative	104
	 	 	 
	Section 6.14.	Delay or Omission Not Waiver	104
	 	 	 
	Article 7 TRUSTEE	104
	 	 	 
	Section 7.01.	Duties of Trustee	104
	 	 	 
	Section 7.02.	Rights of Trustee	106
	 	 	 
	Section 7.03.	Individual Rights of Trustee	108
	 	 	 
	Section 7.04.	Trustee's Disclaimer	108
	 	 	 
	Section 7.05.	Notice of Defaults	109
	 	 	 
	Section 7.06.	Compensation and Indemnity	109
	 	 	 
	Section 7.07.	Replacement of Trustee	110
	 	 	 
	Section 7.08.	Successor Trustee by Merger, etc	111
	 	 	 
	Section 7.09.	Eligibility; Disqualification	111
	 	 	 
	Section 7.10.	Agents	111
	 	 	 
	Section 7.11.	FATCA	112
	 	 	 
	Article 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE	113
	 	 	 
	Section 8.01.	Option to Effect Legal Defeasance or Covenant Defeasance	113
	 	 	 
	Section 8.02.	Legal Defeasance and Discharge	114
	 	 	 
	Section 8.03.	Covenant Defeasance	114
	 	 	 
	Section 8.04.	Conditions to Legal or Covenant Defeasance	115
	 	 	 
	Section 8.05.	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	116
	 	 	 
	Section 8.06.	Repayment to Issuer	116
	 	 	 
	Section 8.07.	Reinstatement	116
	 	 	 
	Article 9 AMENDMENT, SUPPLEMENT AND WAIVER	117
	 	 	 
	Section 9.01.	Without Consent of Holders of Senior Notes	117



 






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	Section 9.02.	With Consent of Holders of Senior Notes	118
	 	 	 
	Section 9.03.	Revocation and Effect of Consents	120
	 	 	 
	Section 9.04.	Notation on or Exchange of Senior Notes	121
	 	 	 
	Section 9.05.	Trustee to Sign Amendments, etc	121
	 	 	 
	Article 10 NOTE GUARANTEES	121
	 	 	 
	Section 10.01.	Guarantee	121
	 	 	 
	Section 10.02.	Limitation on Guarantor Liability	122
	 	 	 
	Section 10.03.	[Reserved]	123
	 	 	 
	Section 10.04.	[Reserved]	123
	 	 	 
	Section 10.05.	Releases	123
	 	 	 
	Article 11 SATISFACTION AND DISCHARGE	124
	 	 	 
	Section 11.01.	Satisfaction and Discharge	124
	 	 	 
	Section 11.02.	Application of Trust Money	125
	 	 	 
	Article 12 MISCELLANEOUS	126
	 	 	 
	Section 12.01.	Notices	126
	 	 	 
	Section 12.02.	Certificate and Opinion as to Conditions Precedent	127
	 	 	 
	Section 12.03.	Statements Required in Certificate or Opinion	127
	 	 	 
	Section 12.04.	Rules by Trustee and Agents	127
	 	 	 
	Section 12.05.	No Personal Liability of Directors, Officers, Employees and Stockholders	128
	 	 	 
	Section 12.06.	Agent for Service; Submission to Jurisdiction; Waiver of Immunities	128
	 	 	 
	Section 12.07.	Governing Law	128
	 	 	 
	Section 12.08.	No Adverse Interpretation of Other Agreements	128
	 	 	 
	Section 12.09.	Successors	128
	 	 	 
	Section 12.10.	Severability	129
	 	 	 
	Section 12.11.	Counterpart Originals	129
	 	 	 
	Section 12.12.	Table of Contents, Headings, etc	129
	 	 	 
	Section 12.13.	Judgment Currency	129
	 	 	 
	Section 12.14.	Prescription	129
	 	 	 
	Section 12.15.	Additional Information	129




 


EXHIBITS


 


	Exhibit A	FORM OF SENIOR NOTE
	Exhibit B	FORM OF CERTIFICATE OF TRANSFER
	Exhibit C	FORM OF CERTIFICATE OF EXCHANGE



 






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	Exhibit D	FORM OF SUPPLEMENTAL SENIOR NOTES INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS




 






    - v -


     


    

 


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 Haagsche Hof, Parkstraat 83, 2514 JG, The Hague, The Netherlands, 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):


 


Article 1


 


DEFINITIONS
AND INCORPORATION BY REFERENCE


 


Section 1.01.     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.


 


"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 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.


 






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"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.


 


"Additional Subordination
Deed" means a subordination deed, agreement or other instrument on substantially the same terms as the Subordination Deed or
terms not materially less favorable to the holders of the Senior Notes than those contained in the Subordination Deed.


 


"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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"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, 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 Issuer 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 Issuer 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


 


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


 






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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 $20.0 million
and 0.8% of the Total Assets of the Issuer;


 


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


 


(3)            an
issuance of Equity Interests by a Restricted Subsidiary to the Issuer 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 Issuer and its Restricted Subsidiaries;


 


(5)            licenses
and sublicenses by the Issuer 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;


 


(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 Issuer or
any Restricted Subsidiary to such Person) related to such assets; and


 






    	 	- 4 -	 



     


    

 


(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 thereof duly authorized to act on behalf of such
board;


 


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


 


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


 


(4)            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.


 


"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.


 






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"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 Switzerland (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 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
Moody's or the equivalent rating category of another internationally recognized rating agency; (b) which has its primary registration
in a jurisdiction in which the Issuer 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;


 






    	 	- 6 -	 



     


    

 


(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 Issuer 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 Issuer 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 Issuer to an Affiliate of the Issuer for the purpose of reincorporating the Issuer 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 Issuer; 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 Issuer, 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.


 


"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.


 






    	 	- 7 -	 



     


    

 


"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 Issuer and its Restricted Subsidiaries for such period) of the Issuer 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 Issuer 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 Issuer
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, except to the extent of dividends declared or paid on, or other cash
payments in respect of, Equity Interests held by such parties; 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


 


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


 


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


 






    	 	- 8 -	 



     


    

 


(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 Issuer 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 Capitalized 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 Issuer and all preferred stock of any Restricted Subsidiary, to the
extent held by Persons other than the Issuer or a Subsidiary of the Issuer;


 


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


 


(8)            interest
actually paid by the Issuer 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:


 


(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;


 






    	 	- 9 -	 



     


    

 


(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 Issuer (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 Issuer'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 Issuer 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 Issuer 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 Issuer) 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 involving the Issuer
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 Issuer) 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 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 -	 



     


    

 


(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 capitalized interest (including accreting or pay-in-kind interest) on any Subordinated Shareholder Debt will 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 Issuer 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 Issuer 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)(xiii) 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)(xiii) 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 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 Issuer 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 Issuer 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;


 






    	 	- 11 -	 



     


    

 


(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.


 


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


 






    	 	- 12 -	 



     


    

 


"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 Issuer 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 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.


 






    	 	- 13 -	 



     


    

 


"Designated Non-Cash
Consideration" means the fair market value of non-cash consideration received by the Issuer 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 Issuer or any Parent Holdco of the Issuer, preferred stock (other than Disqualified Stock)
(1) that is issued for cash (other than to the Issuer or a Subsidiary of the Issuer or an employee stock ownership plan or trust
established by the Issuer or any such Subsidiary for the benefit of their employees to the extent funded by the Issuer or such Subsidiary)
and (2) that is designated as "Designated Preference Shares" pursuant to an Officer's Certificate of the Issuer 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.


 


"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 Issuer or a Parent Holdco of the
Issuer pursuant to which the net cash proceeds are contributed to the Issuer in the form of a subscription for, or a capital contribution
in respect of, Capital Stock (other than Disqualified Stock) of the Issuer or as Subordinated Shareholder Debt of the Issuer.


 


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


 






    	 	- 14 -	 



     


    

 



 


"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 Issuer after the Issue Date (other than any such cash proceeds, property
or assets that are Excluded Amounts or Parent RCF Contributions) from:


 


(1)            contributions
to its Equity Interests; and


 


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


 


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 Issuer), the net cash proceeds of which are excluded from the calculation set forth in
Section 4.07(a)(v)(C)(2) hereof.


 


"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 the Issuer's Chief Executive Officer, Chief Financial Officer or a responsible accounting or financial
officer of the Issuer.


 


"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).


 


"Guarantors"
means the Initial Guarantors 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.


 






    	 	- 15 -	 



     


    

 


"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 Issuer 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 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 Issuer 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.


 


"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;


 






    	 	- 16 -	 



     


    

 


(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 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 Issuer 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 Issuer 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.


 






    	 	- 17 -	 



     


    

 


"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 Moody's 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 Issuer 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 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 Issuer 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 Issuer 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 Issuer'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 Issuer or any Restricted Subsidiary of a Person that holds an Investment in
a third Person will be deemed to be an Investment by the Issuer 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.


 


"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.


 


"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.


 


"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 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.


 






    	 	- 18 -	 



     


    

 


"Management Advances"
means loans or advances not exceeding $6.0 million in aggregate outstanding amount, and in each case made to, or guarantees with
respect to loans or advances made to, directors, officers or employees of any Issuer 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 Issuer or any of its Restricted
Subsidiaries; provided that such fees will not, in the aggregate, exceed $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 Issuer 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 Issuer,
or, if there are not sufficient disinterested members of the Board of Directors of the Issuer 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.


 


"Moody's"
means Moody's Investors Service, Inc.


 


"Net Proceeds"
means the aggregate cash proceeds received by the Issuer 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 Issuer 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 (4) 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.


 


"Non-Recourse Debt"
means Indebtedness as to which neither the Issuer 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.


 






    	 	- 19 -	 



     


    

 


"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.


 


"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 Issuer, any Subsidiary of the Issuer or the Trustee.


 


"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 RCF Contribution"
means any amount received by the Issuer or any Guarantor (1) as a contribution to its common equity capital or from the issue or
sale of Equity Interests of the Issuer or (2) from the issuance or sale of Subordinated Shareholder Debt, in each case, from any
Parent Holdco of the Issuer from the proceeds of principal amounts drawn under the Parent Revolving Credit Facility. For the avoidance
of doubt, Parent RCF Debt Obligations (other than those that would constitute Subordinated Shareholder Debt) are not Parent RCF Contributions.


 


"Parent RCF Debt Obligation"
means any loan, note, bond or other instrument evidencing Indebtedness owed to any Parent Holdco by the Issuer or a Guarantor pursuant
to which the proceeds of amounts drawn under the Parent Revolving Credit Facility have been advanced by such Parent Holdco to the Issuer
or such Guarantor; provided that the terms of such Indebtedness shall be no less favorable to the Issuer or such Guarantor than
the terms contained in the Parent Revolving Credit Facility other than any customary margin required to comply with applicable regulations
with respect to corporate benefit and transfer pricing.


 


"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 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.


 






    	 	- 20 -	 



     


    

 


"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 Issuer or any of its Subsidiaries on the Issue Date and (2) any businesses,
services and activities engaged in by the Issuer 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) IHS Holding Limited and any Parent Holdco of the Issuer that is a Subsidiary of IHS Holding Limited, (2) any Successor
Parent of IHS Holding Limited and its Subsidiaries and (3) any Person who is acting as an underwriter in connection with a public
or private offering of Capital Stock of any Parent Holdco of the Issuer, 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 Issuer or in a Restricted Subsidiary;


 


(2)           any
Investment in cash and Cash Equivalents;


 


(3)           any
Investment by the Issuer 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 Issuer 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;


 


(5)             any
acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the
Issuer 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 Issuer 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;


 






    	 	- 21 -	 



     


    

 


(7)            Investments
in receivables owing to the Issuer 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)(viii) hereof;


 


(9)            Investments
in the Senior Notes and any other Indebtedness of the Issuer 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 Issuer and its Restricted
Subsidiaries, including obligations under licenses, concessions or operating leases related to the ordinary course of the business of
the Issuer and its Restricted Subsidiaries;


 


(12)          any
Investment existing on, or made pursuant to binding commitments existing on, the Issue Date by the Issuer or any Restricted Subsidiary
of the Issuer 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 Issuer or any Restricted Subsidiary of another Person, including by
way of a merger, amalgamation or consolidation with or into the Issuer 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 Issuer (other than Disqualified Stock), Subordinated Shareholder
Debt or Capital Stock of any Parent Holdco; and


 


(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) $50.0 million and (b) 2.0% of the Total Assets of the Issuer 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.


 






    	 	- 22 -	 



     


    

 


"Permitted Liens"
means:


 


(1)            Liens
in favor of the Issuer 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 Issuer 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 Issuer 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)(viii) 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 tax purposes);


 


(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 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;


 






    	 	- 23 -	 



     


    

 


(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 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;


 






    	 	- 24 -	 



     


    

 


(21)         (a) mortgages,
liens, 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 Issuer or any Restricted Subsidiary has easement rights or on any real property
leased by the Issuer 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 Issuer 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 Issuer
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 Issuer 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 Issuer or a Restricted Subsidiary securing any loan to finance the acquisition
of such assets;


 


(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;


 






    	 	- 25 -	 



     


    

 


(31)          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;


 


(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 Issuer or any Restricted Subsidiary securing Indebtedness of the Issuer and its Restricted
Subsidiaries that does not exceed the greater of $75.0 million and 3.0% of the Total Assets of the Issuer at any one time outstanding.


 


"Permitted Parent
Payments" means, without duplication as to amounts, payments to any Parent Holdco of the Issuer 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 Issuer 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 Issuer and its Subsidiaries;


 


(3)            professional
fees and expenses of any Parent Holdco related to the ownership of the Capital Stock of the Issuer and, indirectly through the Issuer,
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 Issuer);
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 Issuer or a Subsidiary
of the Issuer; 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


 


(5)            any
Related Taxes.


 


"Permitted Refinancing
Indebtedness" means any Indebtedness of the Issuer 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 Issuer 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);


 






    	 	- 26 -	 



     


    

 


(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, winding up or corporate reconstruction
involving the Issuer 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 Issuer 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 Issuer).


 


Promptly upon consummation
of a Permitted Reorganization, the Issuer will file with the Trustee a copy of the resolution of the Board of Directors of the Issuer
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 Issuer shall take any action necessary to effect any
releases of Note Guarantees (as well as any subsequent giving of Note Guarantees) requested by the Issuer 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.


 






    	 	- 27 -	 



     


    

 


"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.


 


"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.


 


"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 Issuer 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 Issuer 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 Issuer), and (3) the financing terms, covenants,
termination events and other provisions thereof shall be on market terms (as determined in good faith by the Issuer) and may include Standard
Securitization Undertakings.


 


The grant of a security interest
in any accounts receivable of the Issuer 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.


 






    	 	- 28 -	 



     


    

 


"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 Issuer or any of its Subsidiaries pursuant to which the
Issuer or any of its Subsidiaries may sell, convey or otherwise transfer to (1) a Receivables Subsidiary (in the case of a transfer
by the Issuer 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 Issuer 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 Issuer 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.


 


"Receivables Subsidiary"
means a Wholly-Owned Subsidiary of the Issuer (or another Person formed for the purposes of engaging in a Qualified Receivables Financing
with the Issuer in which the Issuer or any Subsidiary of the Issuer makes an Investment and to which the Issuer or any Subsidiary of the
Issuer transfers accounts receivable and related assets) which engages in no activities other than in connection with the financing of
accounts receivable of the Issuer 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 Issuer (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 Issuer or any other
Restricted Subsidiary of the Issuer (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 Issuer or any other Restricted Subsidiary of the Issuer, (C) is recourse
to or obligates the Issuer or any other Restricted Subsidiary of the Issuer in any way other than pursuant to Standard Securitization
Undertakings, or (D) subjects any property or asset of the Issuer or any other Restricted Subsidiary of the Issuer, directly or indirectly,
contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings,


 






    	 	- 29 -	 



     


    

 


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


 


(3)            to
which neither the Issuer nor any other Restricted Subsidiary of the Issuer 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 Issuer shall be evidenced to the Trustee by filing with the Trustee a copy of the resolution of the Board of
Directors of the Issuer 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.


 


"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 Issuer or any of the Issuer's Subsidiaries);


 


(b)        issuing
or holding Subordinated Shareholder Debt; or


 


(c)         being
a holding company, directly or indirectly, of the Issuer or any of the Issuer's Subsidiaries; and


 


(2)         if
and for so long as the Issuer 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 Issuer and its Subsidiaries would have been required to pay on (i) a separate company basis or (ii) on
a consolidated basis if the Issuer 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 Issuer 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 Issuer or its Restricted Subsidiaries.


 






    	 	- 30 -	 



     


    

 


"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 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 Issuer that is not an Unrestricted Subsidiary.


 


"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.


 






    	 	- 31 -	 



     


    

 


"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 Issuer 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 Issuer.


 


"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 3.5 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 Issuer
or any Subsidiary of the Issuer which the Issuer has determined in good faith to be customary 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 Issuer 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 Issuer or a Guarantor by any direct or indirect Parent Holdco of the Issuer
or any Permitted Holder, including any Subsidiary or Affiliate of any Parent Holdco or Permitted Holder that is not a Subsidiary of the
Issuer, 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 Issuer (other
than Disqualified Stock) or for any other security or instrument meeting the requirements of the definition) or the making of any such
payment is restricted by the Subordination Deed or an Additional Subordination Deed;


 






    	 	- 32 -	 



     


    

 


(2)            does
not (including upon the occurrence of any event) require the payment of cash interest prior to the maturity of the Senior Notes or the
making of any such payment is restricted by the Subordination Deed or an Additional Subordination Deed;


 


(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 or any such provision or right is restricted by the Subordination Deed or an Additional Subordination Deed;


 


(4)             is
not secured by a Lien on any assets of the Issuer or a Restricted Subsidiary and is not guaranteed by the Issuer (in respect of Subordinated
Shareholder Debt incurred by a Guarantor) or any Subsidiary of the Issuer (in respect of Subordinated Shareholder Debt incurred by the
Issuer); and


 


(5)           is
contractually subordinated pursuant to the Subordination Deed or an Additional Subordination Deed in right of payment to the prior payment
in full in cash of all obligations of the Issuer or Guarantor (as applicable) 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
pursuant to the terms of the Subordination Deed or an Additional Subordination Deed,


 


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 Issuer or Guarantor, as applicable, and any and all
Restricted Payments 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.


 


"Subordination Deed"
means the subordination deed to be dated on or about the Issue Date and made between IHS Holding Limited, the Issuer, IHS Nigeria
Limited and the Trustee, as amended, restated, modified, renewed or replaced from time to time.


 


"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); and


 






    	 	- 33 -	 



     


    

 


(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.


 


"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, levy, 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.


 


"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 Issuer 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
Issuer 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.


 






    	 	- 34 -	 



     


    

 


"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 Issuer that is designated by the Board of Directors of the Issuer 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;


 


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


 


(3)           is
a Person with respect to which neither the Issuer 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 FinCo NG 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.


 






    	 	- 35 -	 



     


    

 


"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 Issuer, 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 Issuer or another Wholly-Owned Subsidiary) is owned by the Issuer
or another Wholly-Owned Subsidiary.


 


Section 1.02.   Other
Definitions.


 


	
    Term
	
    Defined in
    Section

	"Additional Amounts"	4.20
	"Affiliate Transaction"	4.11
	"Applicable Law"	7.11
	"Asset Sale Offer"	4.10
	"Authenticating Agent"	2.02
	"Authentication Order"	2.02
	"Authority"	7.11
	"Authorized Agent"	12.06
	"Calculation Date"	1.01
	"Change in Tax Law"	3.08
	"Change of Control Offer"	4.13
	"Change of Control Payment"	4.13
	"Change of Control Payment Date"	4.13
	"Covenant Defeasance"	8.03
	"Event of Default"	6.01
	"Excess Proceeds"	4.10
	"Excluded Amounts"	4.07
	"FATCA Withholding"	7.11
	"incur"	4.09
	"Increased Amount"	4.12
	"Initial Lien"	4.12
	"IPO Entity"	3.07
	"Judgment Currency"	12.13
	"Legal Defeasance"	8.02
	"Notes Offer"	4.10
	"Offer Amount"	3.10



 






    	 	- 36 -	 



     


    

 





	
    Term
	
    Defined in
    Section

	"Offer Period"	3.10
	"Party"	7.11
	"Paying Agent"	2.03
	"Payment Default"	6.01
	"Permitted Debt"	4.09
	"Permitted Payments"	4.07
	"Proceeds Bond Withholding"	3.08
	"Principal Paying Agent"	2.03
	"Purchase Date"	3.10
	"Qualifying IPO"	4.03
	"Register"	2.03
	"Registrar"	2.03
	"Restricted Payments"	4.07
	"Substitution"	5.03
	"Suspension Period"	4.19
	"Tax Jurisdiction"	4.18
	"Tax Redemption Date"	3.08
	"Transaction Commitment Date Election"	4.22
	"Transfer Agent"	2.03


 


Section 1.03.   Rules of
Construction. Unless the context otherwise requires:


 


(a)         a
term has the meaning assigned to it;


 


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


 


(c)         "or"
is not exclusive;


 


(d)        words
in the singular include the plural, and in the plural include the singular;


 


(e)         "will"
shall be interpreted to express a command;


 


(f)         provisions
apply to successive events and transactions;


 


(g)        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;


 


(h)        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


 






    	 	- 37 -	 



     


    

 


(i)          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.


 


Article 2


 


THE
SENIOR NOTES


 


Section 2.01.   Form and
Dating. (a) 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. 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.


 


(b)        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.


 


(c)        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.


 






    	 	- 38 -	 



     


    

 


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 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.


 


(d)        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).


 


(e)        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.


 


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


 


Section 2.02.   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.


 






    	 	- 39 -	 



     


    

 


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.


 


Section 2.03.   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 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.


 






    	 	- 40 -	 



     


    

 


Section 2.04.   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.


 


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.


 


Section 2.05.   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.


 


Section 2.06.   Transfer
and Exchange. (a) 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:


 


(i)             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;


 


(ii)            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


 


(iii)           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.


 






    	 	- 41 -	 



     


    

 


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.


 


(b)        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 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:


 


(i)            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).


 


(ii)            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:


 


(A)          both:


 


(1)            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


 






    	 	- 42 -	 



     


    

 


(2)            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


 


(B)           both:


 


(1)            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


 


(2)            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.


 


(iii)          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:


 


(A)            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


 


(B)            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.


 


(c)        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:


 


(i)             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;


 


(ii)            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;


 






    	 	- 43 -	 



     


    

 


(iii)           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;


 


(iv)          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;


 


(v)           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


 


(vi)          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 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.


 


(d)        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:


 


(i)             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;


 


(ii)            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;


 


(iii)           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


 






    	 	- 44 -	 



     


    

 



 


(iv)            if
such Definitive Registered Note is being transferred to the Issuer 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 Issuer or a Subsidiary of the Issuer) 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.


 


(e)            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 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:


 


(i)            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


 


(ii)            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.


 


(f)            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.


 


(i)            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:


 






    	 	- 45 -	 



     


    

 


"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 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."


 






    	 	- 46 -	 



     


    

 


(ii)            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."


 


(g)            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
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.


 


(h)            General
Provisions Relating to Transfers and Exchanges.


 


(i)            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.


 


(ii)            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).


 






    	 	- 47 -	 



     


    

 


(iii)            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.


 


(iv)            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.


 


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


 


(vi)            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.


 


(vii)            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.


 


(i)            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.


 


Section 2.07.     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.


 






    	 	- 48 -	 



     


    

 


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.


 


Section 2.08.     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 Issuer or an Affiliate of
the Issuer holds the Senior Note; however, Senior Notes held by the Issuer or a Subsidiary of the Issuer shall not be deemed to be outstanding
for purposes of Section 3.07(a) hereof.


 


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 Issuer, a Subsidiary of the Issuer 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.


 


Section 2.09.     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.


 


Section 2.10.     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.


 






    	 	- 49 -	 



     


    

 


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


 


Section 2.11.     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 Issuer or a Subsidiary of the Issuer) 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.


 


Section 2.12.     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 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.


 


Section 2.13.     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.


 






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Section 2.14.     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:


 


(i)            the
title of such Additional Senior Notes;


 


(ii)            the
aggregate principal amount of such Additional Senior Notes;


 


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


 


(iv)            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;


 


(v)            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;


 


(vi)            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


 


(vii)            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


 


(b)            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 Notes are not fungible with Initial Notes for
U.S. federal income tax purposes, such Additional 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 Notes.


 


Section 2.15.     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.


 






    	 	- 51 -	 



     


    

 


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


 


Section 2.16.     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.


 


Section 2.17.     Agents.
(a) 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.


 


(b)            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.


 


Article 3


 


REDEMPTION
AND PREPAYMENT


 


Section 3.01.     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 any case, concurrently with any notice given to Holders pursuant to Section 3.03 hereof), an Officer's Certificate
setting forth:


 


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


 


(b)            the
redemption date and the record date;


 


(c)            the
principal amount of Senior Notes to be redeemed;


 


(d)            the
redemption price; and


 


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


 


Section 3.02.     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.


 






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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.


 


Section 3.03.     Notice
of Redemption. (a) 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.


 


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


 


(i)            the
redemption date and the record date;


 


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


 


(iii)            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;


 


(iv)            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;


 






    	 	- 53 -	 



     


    

 


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


 


(vi)            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;


 


(vii)            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;


 


(viii)            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


 


(ix)            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.


 


(c)            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.


 


Section 3.04.     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 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.


 


Section 3.05.     Deposit
of Redemption or Purchase Price. (a) 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.


 






    	 	- 54 -	 



     


    

 


(b)            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.


 


Section 3.06.     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.


 


Section 3.07.     Optional
Redemption. (a) 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 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 Issuer or any Equity Offering
of IHS Holding Limited or any Parent Holdco of the Issuer (any of them, an "IPO Entity") to the extent the proceeds from
such Equity Offering or Public Equity Offering are contributed to the Issuer's common equity capital or are paid to the Issuer as consideration
for the issuance of ordinary shares of the Issuer or as Subordinated Shareholder Debt (in each case, excluding proceeds from any Parent
RCF Contribution); provided that:


 


(i)            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 Issuer and its Subsidiaries and their respective Affiliates) remain outstanding
immediately after the occurrence of such redemption; and


 






    	 	- 55 -	 



     


    

 


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


 


(b)            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.


 


(c)            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.


 


(d)            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:


 


	Date	 	 	Redemption 

Price	 
	September 18, 2021	 	 	 	103.563	%
	September 18, 2022	 	 	 	101.781	%
	September 18, 2023 and thereafter	 	 	 	100.000	%



 


2027 Senior Notes:


 


	Date	 	 	Redemption 

Price	 
	September 18, 2022	 	 	 	104.000	%
	September 18, 2023	 	 	 	102.000	%
	September 18, 2024 and thereafter	 	 	 	100.000	%



 






    	 	- 56 -	 



     


    

 


(e)            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.


 


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


 


(g)            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.


 


Section 3.08.     Redemption
for Changes in Taxes. (a) 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 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:


 


(i)            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


 






    	 	- 57 -	 



     


    

 


(ii)            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").


 


(b)            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.


 


(c)            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.


 


Section 3.09.     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.


 


Section 3.10.     Offer
to Purchase by Application of Excess Proceeds. (a) 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.


 


(b)            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.


 






    	 	- 58 -	 



     


    

 


(c)            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.


 


(d)            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:


 


(i)            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;


 


(ii)            the
Offer Amount, the purchase price and the Purchase Date;


 


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


 


(iv)            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;


 


(v)            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;


 


(vi)            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;


 


(vii)            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 Holder is withdrawing his election to have such
Senior Note purchased;


 






    	 	- 59 -	 



     


    

 


(viii)            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


 


(ix)            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).


 


(e)            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 Holder 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.


 


(f)            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).


 


Section 3.11.     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.


 






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Article 4


 


COVENANTS


 


Section 4.01.     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 Issuer
or a Subsidiary of the Issuer, 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 Issuer 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 Holder.


 


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.


 






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Section 4.02.     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.


 


Section 4.03.     Reports.
(a) For so long as any Senior Notes are outstanding, the Issuer will furnish to the Trustee the following reports:


 


(i)            within
120 days after the end of the Issuer's fiscal year beginning with the fiscal year ending December 31, 2019, annual reports containing
the following information: (a) audited consolidated balance sheet of the Issuer as of the end of the two most recent fiscal years
and audited consolidated income statements and statements of cash flow of the Issuer 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 Issuer (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 Issuer 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 Issuer, material affiliate transactions and material debt instruments; and (e) material risk factors and
material recent developments;


 






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(ii)            within
60 days following the end of each of the first three fiscal quarters in each fiscal year of the Issuer beginning with the quarter ending
September 30, 2019, 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 Issuer, together with condensed footnote
disclosure; (b) pro forma income statement and balance sheet information of the Issuer (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 Issuer 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 Issuer, and any material change between the current quarterly period and the corresponding period of the prior year;
(d) material recent developments; and


 


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


 


(b)            In
addition, if the Issuer 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 Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted
Subsidiaries of the Issuer.


 


(c)            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 Issuer, provided that such reports contain
such information with respect to the Issuer and the Restricted Subsidiaries, taken as a whole, 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.


 


(d)            All
financial statements will be prepared in accordance with IFRS. Except as provided for above, no report need include separate financial
statements for the Issuer or Subsidiaries of the Issuer 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.


 


(e)            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.


 






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(f)            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 Issuer 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 Issuer and its Subsidiaries or (ii) otherwise to provide substantially comparable availability of such
reports to holders (as determined by the Issuer in good faith) or (b) to the extent the Issuer 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
Issuer 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.


 


Section 4.04.     Compliance
Certificate. (a) 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 Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision
of the signing Officers with a view to determining whether the Issuer has kept, observed, performed and fulfilled its obligations under
this Senior Notes Indenture and the Security Documents, and further stating, as to each such Officer signing such certificate, that to
the best of his or her knowledge, 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 any Security Document (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 and what action the Issuer is taking or proposes to take with respect thereto).


 


(b)            So
long as any of the Senior Notes are outstanding, 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 Issuer is taking or proposes to take with respect thereto.


 


Section 4.05.     Taxes.
The Issuer will pay, and the Issuer 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.


 


Section 4.06.     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.


 






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Section 4.07.     Restricted
Payments. (a) The Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly:


 


(i)            declare
or pay any dividend or make any other payment or distribution on account of the Issuer'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 Issuer or any
of its Restricted Subsidiaries) or to the direct or indirect holders of the Issuer'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 Issuer)) other than dividends or distributions payable to the Issuer or a Restricted Subsidiary;


 


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


 


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


 


(iv)            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


 


(v)            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:


 


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


 


(B)            the
Issuer 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


 


(C)            such
Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries
since the 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:


 






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(1)            50%
of the Consolidated Net Income of the Issuer 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 Issuer'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


 


(2)            100%
of the aggregate net cash proceeds and the fair market value of marketable securities or other property received by the Issuer since the
Issue Date as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Issuer (other than Disqualified
Stock, Excluded Contributions and Designated Preference Shares) or from the issue or sale of convertible or exchangeable Disqualified
Stock of the Issuer or convertible or exchangeable debt securities of the Issuer, in each case that have been converted into or exchanged
for Equity Interests of the Issuer (other than Equity Interests (or Disqualified Stock, Designated Preference Shares or debt securities)
sold to a Subsidiary of the Issuer) or from the issuance or sale of Subordinated Shareholder Debt (other than an issuance or sale to a
Subsidiary of the Issuer), other than any Parent RCF Contributions; plus


 


(3)            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 the aggregate amount received in cash and the fair market value of the property and marketable securities or other
property received by the Issuer 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 Issuer and its Restricted Subsidiaries as of the date such entity becomes
a Restricted Subsidiary; plus


 


(4)            to
the extent that any Unrestricted Subsidiary of the Issuer designated as such after the Issue Date is redesignated as a Restricted Subsidiary
or is merged or consolidated into the Issuer or a Restricted Subsidiary, or all of the assets of such Unrestricted Subsidiary are transferred
to the Issuer or a Restricted Subsidiary, the fair market value of the property received by the Issuer or Restricted Subsidiary or the
Issuer'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


 


(5)            100%
of any dividends or distributions received by the Issuer 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 Issuer for such period;
plus


 


(6)            upon
the full and unconditional release of a Restricted Investment that is a guarantee made by the Issuer 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.


 






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


 


(i)            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;


 


(ii)            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 Issuer) of, Equity Interests of the Issuer (other than Disqualified Stock, Parent RCF Contributions,
Excluded Amounts or Designated Preference Shares), Subordinated Shareholder Debt or from the substantially concurrent contribution of
common equity capital to the Issuer; 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;


 


(iii)            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;


 


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


 


(A)            (i) from
Net Proceeds to the extent permitted under Section 4.10 hereof, but only if the Issuer 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;


 


(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 Issuer 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; or


 






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(C)            (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 Issuer
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;


 


(v)            the
repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Issuer or any Restricted Subsidiary
held by any current or former officer, director, employee or consultant of the Issuer 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 $6.0 million
per calendar year (with unused amounts in any calendar year being carried over to the next succeeding calendar year; 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
RCF Contribution) from the sale of Equity Interests of the Issuer or a Restricted Subsidiary received by the Issuer or a Restricted Subsidiary
during such calendar year, in each case to members of management, directors or consultants of the Issuer, any of its Restricted Subsidiaries
or any Parent Holdco of the Issuer 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;


 


(vi)            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;


 


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


 


(viii)            payments
of cash, dividends, distributions, advances or other Restricted Payments by the Issuer or any of its Restricted Subsidiaries to allow
the payment of cash in lieu of the issuance of fractional shares upon (a) the exercise of options or warrants or (b) the conversion
or exchange of Capital Stock of any such Person;


 






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(ix)            advances
or loans to (a) any future, present or former officer, director, employee or consultant of the Issuer or a Restricted Subsidiary
to pay for the purchase or other acquisition for value of Equity Interests of the Issuer (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 Issuer (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 $6.0 million at any time outstanding;


 


(x)            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;


 


(xi)            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 Issuer 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;


 


(xii)            dividends,
loans, advances or distributions (including any repayment of any Subordinated Shareholder Debt) to any Parent Holdco or other payments
by the Issuer 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;


 


(xiii)            Restricted
Payments that are made with Excluded Contributions;


 


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


 


(xv)            the
declaration and payment of dividends to holders of any class or series of Designated Preference Shares of the Issuer 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 Issuer or the aggregate amount contributed in cash to the equity (other than through the issuance
of Disqualified Stock, a Parent RCF Contribution, Excluded Amounts or an Excluded Contribution) of the Issuer or contributed as Subordinated
Shareholder Debt to the Issuer, as applicable, from the issuance or sale of such Designated Preference Shares;


 






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(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 3.25 to 1.0;


 


(xvii)            Restricted
Payments to a Parent Holdco to enable such Parent Holdco to make a corresponding payment of Obligations arising under the Parent Revolving
Credit Facility (other than Obligations in connection with which the Issuer or its Restricted Subsidiaries have incurred Parent RCF Debt
Obligations); provided (a) that such payments in respect of principal amounts owing under the Parent Revolving Credit Facility shall
be limited to the aggregate net cash proceeds received by the Issuer or any Guarantor from all Parent RCF Contributions and (b) that
Restricted Payments to service interest and any other Obligations (other than principal) from time to time due and payable on the Parent
Revolving Credit Facility may only be made with respect to a principal amount of Indebtedness not to exceed the amount of Indebtedness
that would be permitted to be incurred under Section 4.09(b)(i)(A) hereof; provided further, that, notwithstanding the foregoing
proviso, any Restricted Payments may be made under this Section 4.07(b)(xvii) pursuant to a demand by a Finance Party (as defined
in the Parent Revolving Credit Facility) under the guarantees granted by the Issuer and Guarantors in respect of the Parent Revolving
Credit Facility in accordance with the terms thereof;


 


(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
Issuer of, or loans, advances, dividends or distributions to any Parent Holdco to pay, dividends on the common stock or common equity
interests of the Issuer or any Parent Holdco following a Public Equity Offering of such common stock or common equity interests, in an
amount not to exceed in any fiscal year the greater of (a) 6% of the Net Cash Proceeds received by the Issuer 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, Excluded Amounts or a Parent Debt Contribution) of the Issuer 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 3.75 to 1.0;


 


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


 


(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 $50.0 million and 2.0% of the Total Assets of the Issuer; 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).


 


(c)            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 Issuer 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 Issuer acting in good faith.


 






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(d)            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 Issuer 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.


 


Section 4.08.     Dividend
and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Issuer 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:


 


(i)            pay
dividends or make any other distributions on its Capital Stock to the Issuer 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 Issuer or any Restricted Subsidiary;


 


(ii)            make
loans or advances to the Issuer or any Restricted Subsidiary; or


 


(iii)            sell,
lease or transfer any of its properties or assets to the Issuer 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 Issuer or any Restricted Subsidiary to other Indebtedness incurred by the Issuer or any Restricted Subsidiary, in each case, shall
not be deemed to constitute such an encumbrance or restriction.


 


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


 


(i)            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, the Subordination Deed or (C) any other agreement or
instrument, in each case in effect at or entered into on or as of the Issue Date;


 


(ii)            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,
materially impair the ability of the Issuer to make payments on the Senior Notes;


 






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


 


(iv)            any
instrument governing Indebtedness or Capital Stock of a Person acquired by the Issuer 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;


 


(v)            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;


 


(vi)            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 Issuer 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 Issuer or any Restricted Subsidiary;


 


(vii)            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;


 


(viii)            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 would not in the good faith determination of the Issuer, materially impair the ability of
the Issuer to make payments on the Senior Notes or comply with its obligations under the Subordination Deed;


 


(ix)            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;


 


(x)            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;


 






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(xi)            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;


 


(xii)            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 Issuer, are necessary or advisable to effect such Qualified Receivables Financing;


 


(xiii)            any
encumbrance or restriction pursuant to or ancillary to Hedging Obligations; or


 


(xiv)            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 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.


 


Section 4.09.     Incurrence
of Indebtedness and Issuance of Preferred Stock. (a) The Issuer 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 Issuer 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 Issuer 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 Issuer's Consolidated Net Leverage Ratio would not exceed 3.50 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.


 


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


 


(i)            the
incurrence of Indebtedness under (A)(i)Parent RCF Debt Obligations and (ii) (without double counting) any amounts borrowed under
the Parent Revolving Credit Facility to the extent guaranteed by the Issuer or any Restricted Subsidiary, 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.$1,000.0 million, plus in the case of any refinancing of any Indebtedness permitted under these 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 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);


 


(iv)            the
incurrence by the Issuer or any Restricted Subsidiary of Indebtedness representing 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 Issuer or any of its Restricted Subsidiaries, in an aggregate principal amount, including all Permitted
Refinancing Indebtedness incurred or issued to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant
to this clause (4), not to exceed the greater of $75.0 million or 3.0% of the Total Assets of the Issuer at any time outstanding;


 


(v)            the
incurrence by the Issuer 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)(xiii) hereof;


 


(vi)            the
incurrence by the Issuer or any Restricted Subsidiary of intercompany Indebtedness between or among the Issuer or any Restricted Subsidiary;
provided that:


 


(A)            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 Issuer and its Restricted Subsidiaries and (ii) only to the extent legally permitted (the
Issuer 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


 


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


 



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(vii)           the
issuance by any Restricted Subsidiary to the Issuer or to any of its Restricted Subsidiaries of preferred stock; provided that:


 


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


 


(B)            any
sale or other transfer of any such preferred stock to a Person that is not either the Issuer or a Restricted Subsidiary,


 


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)(vii);


 


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


 


(ix)            the
guarantee by the Issuer or any Restricted Subsidiary of Indebtedness of the Issuer 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;


 


(x)            the
incurrence by the Issuer 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;


 


(xi)            the
incurrence by the Issuer 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;


 


(xii)            Indebtedness
represented by guarantees of any Management Advances;


 


(xiii)           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
Issuer 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 Issuer or a Restricted Subsidiary or otherwise in connection with, or in contemplation of, such acquisition) or
(B) the Issuer 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)(xiii), that at the time of the acquisition or other
transaction pursuant to which such Indebtedness was incurred or deemed to be incurred (x) the Issuer 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)(xiii) 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;


 






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(xiv)           Indebtedness
arising from agreements of the Issuer 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 Issuer 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 Issuer and its Restricted
Subsidiaries in connection with such disposition;


 


(xv)            Indebtedness
of the Issuer 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;


 


(xvi)           (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 Issuer and its Restricted Subsidiaries with such banks or financial institutions that
arises in connection with ordinary banking arrangements to manage cash balances of the Issuer 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;


 


(xvii)           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)(xvii) and then outstanding, will not exceed 100% of the net proceeds (other than proceeds from any Parent
RCF Contribution) received by the Issuer 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 or an Excluded Contribution) of the Issuer, 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 Issuer and its
Restricted Subsidiaries incur Indebtedness in reliance thereon and (ii) any net proceeds that are so received or contributed
shall be excluded for purposes of incurring Indebtedness pursuant to this Section 4.09(b)(xvii) to the extent the Issuer
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;


 






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(xviii)            guarantees
by the Issuer 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 Issuer, so long as the proceeds of
the Indebtedness so guaranteed are used to purchase Equity Interests of the Issuer (other than Disqualified Stock); provided that the
amount of any net cash proceeds from the sale of such Equity Interests of the Issuer 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;


 


(xix)            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;


 


(xx)            Indebtedness
incurred by a Receivables Subsidiary in a Qualified Receivables Financing;


 


(xxi)            Indebtedness
incurred by the Issuer 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)(xxi), not to exceed $25.0 million, plus in the case of any refinancing of any Indebtedness
permitted under this Section 4.09(b)(xxi) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums
and other costs and expenses incurred in connection with such refinancing;


 


(xxii)            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) in respect of the Issuer or any Restricted Subsidiary;


 


(xxiii)            the
incurrence of Indebtedness under Land Leases entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business;
or


 






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(xxiv)            the
incurrence of Indebtedness by the Issuer 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)(xxiv), not to exceed the greater of $75.0 million and 3.0% of the Total Assets of the Issuer at any time outstanding.


 


provided that the amount of
Indebtedness incurred by any Restricted Subsidiary that is not a Guarantor in reliance on Sections 4.09(a) or (b)(xxiv) hereof
shall be limited to the greater of U.S.$75.0 million and 3.0% of the Total Assets of the Issuer.


 


(c)            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)(xxii) hereof, or is
entitled to be incurred pursuant to Section 4.09(a) hereof, the Issuer, 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 Parent Revolving Credit Facility
and the Senior Credit Facilities outstanding on the 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; (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.


 


(d)            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.


 


(e)            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 Issuer, 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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(f)            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.


 


(g)            Notwithstanding
any other provision of this Section 4.09, the maximum amount of Indebtedness that the Issuer 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.


 


(h)            The
amount of any Indebtedness outstanding as of any date will be:


 


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


 


(ii)            the
principal amount of the Indebtedness, in the case of any other Indebtedness;


 


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


 


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


 


(B)            the
amount of the Indebtedness of the other Person


 


(iv)            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


 


(v)            the
principal amount of any Disqualified Stock of the Issuer, 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.


 


Section 4.10.     Asset
Sales. (a) The Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, consummate
an Asset Sale unless:


 


(i)            the
Issuer (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


 






    	 	- 79 -	 



     


    

 


(ii)            at
least 75% of the consideration received in the Asset Sale by the Issuer 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:


 


(A)            any
liabilities, as recorded on the balance sheet of the Issuer 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 Issuer and its Restricted Subsidiaries are no longer obligated
with respect to such liabilities or are indemnified against further liabilities;


 


(B)            any
securities, notes or other obligations received by the Issuer or any such Restricted Subsidiary from such transferee that are converted
by the Issuer 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;


 


(C)            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;


 


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


 


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


 


(F)            accounts
receivable of a business retained by the Issuer or any Restricted Subsidiary, as the case may be, following the sale of such business;
and


 


(G)            any
Designated Non-Cash Consideration received by the Issuer 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 $50.0 million and 2.0% of the Total Assets of the Issuer, 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).


 


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


 






    	 	- 80 -	 



     


    

 


(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 Issuer shall
redeem, repay or repurchase Pari Passu Indebtedness that is Public Debt pursuant to this Section 4.10(b)(i)(A) only if the
Issuer 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; (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
Issuer or a Restricted Subsidiary);


 


(ii)            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;


 


(iii)            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;


 


(iv)            make
a capital expenditure;


 


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


 


(vi)            invest
in any Replacement Assets;


 


(vii)            enter
into a commitment approved by the Board of Directors or otherwise binding on the Issuer 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


 


(viii)            any
combination of the foregoing.


 


(c)            Pending
the final application of any Net Proceeds, the Issuer (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.


 






    	 	- 81 -	 



     


    

 


(d)            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 $40.0 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 Issuer 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.


 


(e)            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.


 


(f)            The
Issuer 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 Issuer'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.


 


Section 4.11.     Transactions
with Affiliates. (a) The Issuer 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 Issuer (any such transaction or series of related
transactions being, an "Affiliate Transaction") involving aggregate value in excess of $10.0 million,
unless


 






    	 	- 82 -	 



     


    

 


(i)            the
Affiliate Transaction is on terms that are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those
that would have been obtained in a comparable transaction by the Issuer 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.$30.0 million,
a resolution of the Board of Directors of the Issuer 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 Issuer, or, if there are not sufficient disinterested members of the Board of Directors of the Issuer to form a
majority, by a majority of the Board of Directors.


 


(b)            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:


 


(i)            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 Issuer, 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 Issuer;


 


(ii)            transactions
between or among the Issuer and/or its Restricted Subsidiaries, or between and among Restricted Subsidiaries and any Receivables Subsidiary;


 


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


 


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


 


(v)            the
execution, delivery and performance (without duplication of any Permitted Parent Payments) of any Tax Sharing Agreement or any arrangement
pursuant to which the Issuer 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;


 






    	 	- 83 -	 



     


    

 


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


 


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


 


(viii)            (A) issuances
or sales of Capital Stock (other than Disqualified Stock or Designated Preference Shares) of the Issuer 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 Issuer 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;


 


(ix)            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;


 


(x)            Management
Advances and the payment of Management Fees;


 


(xi)            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 Issuer
or the Restricted Subsidiaries, in the reasonable determination of the members of the Board of Directors of the Issuer 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;


 


(xii)            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 Issuer and its Restricted Subsidiaries
are fair to the Issuer and its Restricted Subsidiaries and are on terms no less favorable to the Issuer and its Restricted Subsidiaries
than those that could have reasonably been obtained in 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 Issuer);


 


(xiii)            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 Issuer or the relevant
Restricted Subsidiary in the reasonable determination of the Board of Directors or an Officer of the Issuer or the relevant Restricted
Subsidiary;


 


(xiv)            any
participation in a rights offer or public tender or exchange offer for publicly-held securities or debt instruments issued by the
Issuer 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;


 






    	 	- 84 -	 



     


    

 


(xv)            transactions
between the Issuer 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 Issuer or any Parent Holdco of the Issuer; provided, however, that such director abstains
from voting as a director of the Issuer or such Parent Holdco, as the case may be, on any matter including such other Person;


 


(xvi)            transactions
pursuant to, or contemplated by the Parent Revolving Credit Facility Agreement, any guarantee thereof, any Parent RCF Contribution or
any Parent RCF Debt Obligation, 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


 


(xvii)            any
transaction effected as part of a Qualified Receivables Financing.


 


Section 4.12.     Liens.
The Issuer 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 Indebtedness outstanding solely
as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing such Indebtedness.


 


Section 4.13.     Offer
to Repurchase upon Change of Control. (a) Upon the occurrence of a Change of Control, the Issuer will make an offer (a
 "Change of Control Offer") to each Holder to repurchase all or any part (in integral multiples of $1,000 in excess
thereof; provided that Senior Notes of $200,000 or less may only be redeemed in whole and not in part) of that Holder's Senior Notes
pursuant to a Change of Control Offer on the terms set forth in this Senior Notes Indenture. In the Change of Control Offer, the
Issuer will offer a payment in cash equal to 101% of the aggregate principal amount of Senior Notes repurchased, plus accrued
and unpaid interest and Additional Amounts, if any, on the Senior Notes repurchased to the date of purchase (the "Change of
Control Payment"), subject to the rights of Holders on the relevant record date to receive interest due on the relevant
interest payment date. Within 30 days following any Change of Control, the Issuer will mail a notice to each Holder, with a copy to
the Trustee, at such Holder's registered address or otherwise deliver a notice in accordance with the procedures of
Section 3.03 and Section 12.01 hereof, stating that a Change of Control Offer is being made and offering to repurchase
Senior Notes of the applicable series on the date (the "Change of Control Payment Date") specified in the
notice:


 






    	 	- 85 -	 



     


    

 


(i)            that
the Change of Control Offer is being made pursuant to this Section 4.13 and that all Senior Notes tendered will be accepted for payment;


 


(ii)            the
purchase price and the Change of Control Payment Date, which shall be no earlier than 30 days and no later than 60 days from the date
such notice is mailed or delivered;


 


(iii)            that
any Senior Note not tendered will continue to accrue interest;


 


(iv)            that,
unless the Issuer defaults in the payment of the Change of Control Payment, all Senior Notes accepted for payment pursuant to the Change
of Control Offer will cease to accrue interest after the Change of Control Payment Date;


 


(v)            that
Holders electing to have any Senior Notes purchased pursuant to a Change of Control Offer will be required to surrender the Senior Notes,
with the form entitled "Option of Holder to Elect Purchase" attached to the Senior Notes completed, or transfer by book-entry
transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding
the Change of Control Payment Date;


 


(vi)            that
Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business
Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal
amount of Senior Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Senior Notes purchased;
and


 


(vii)            that
Holders whose Senior Notes are being purchased only in part will be issued new Senior Notes equal in principal amount to the unpurchased
portion of the Senior Notes surrendered, which unpurchased portion must be equal to $200,000 in principal amount or an integral multiple
of $1,000 in excess thereof.


 


(b)            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 the repurchase of the Senior Notes as a result of a Change
of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions
of this Senior Notes Indenture, the Issuer will comply with any applicable securities laws and regulations and will not be deemed to have
breached its obligations under this Senior Notes Indenture by virtue of such compliance.


 






    	 	- 86 -	 



     


    

 


(c)            On
the Change of Control Payment Date, the Issuer will, to the extent lawful:


 


(i)            accept
for payment all Senior Notes or portions of Senior Notes properly tendered pursuant to the Change of Control Offer;


 


(ii)            deposit
with the Paying Agent an amount equal to the Change of Control Payment in respect of all Senior Notes or portions of Senior Notes properly
tendered and not withdrawn; and


 


(iii)            deliver
or cause to be delivered to the Trustee the Senior Notes properly accepted together with an Officer's Certificate stating the aggregate
principal amount of Senior Notes or portions of Senior Notes being purchased by the Issuer.


 


The Paying Agent will promptly
mail (or cause to be delivered) to each Holder properly tendered and not withdrawn the Change of Control Payment for such Senior Notes,
and the Trustee (or an authentication agent approved by it, upon receipt of an authentication order from the Issuer) will promptly authenticate
and mail (or cause to be transferred by book-entry) to each Holder a new Senior Note equal in principal amount to any unpurchased portion
of the Senior Notes surrendered, if any. The Issuer will publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.


 


The provisions of this Section 4.13
that require the Issuer to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions
of this Senior Notes Indenture are applicable.


 


(d)            Notwithstanding
anything to the contrary in this Section 4.13, the Issuer will not be required to make a Change of Control Offer upon a Change of
Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements
set forth in this Senior Notes Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Senior Notes properly
tendered and not withdrawn under the Change of Control Offer, or (2) an unconditional notice of redemption has been given pursuant
to Section 3.07 hereof or all conditions to redemption under Section 3.07 hereof have been satisfied or waived, unless and until
there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained in this Section 4.13,
a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control,
provided a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.


 


(e)            The
provisions of this Senior Notes Indenture relating to the Issuer's obligation to make an offer to repurchase the Senior Notes as a result
of a Change of Control may be waived or modified with the written consent of Holders of a majority in outstanding aggregate principal
amount of the Senior Notes of such series.


 


(f)            If
and for so long as the Senior Notes of the relevant series are listed on the Official List of the Exchange and the rules of the Exchange
so require, the Issuer will publish notices relating to the Change of Control Offer to the extent and in the manner permitted by such
rules.


 






    	 	- 87 -	 



     


    

 


Section 4.14.     Additional
Guarantees. (a) The Issuer 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 Issuer or a Guarantor
incurred under Credit Facilities in excess of the greater of $20.0 million and 0.8% of the Total Assets of the Issuer 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.


 


(b)            Notwithstanding
Section 4.14(a) hereof:


 


(i)            the
Note Guarantee by such Restricted Subsidiary may be limited in amount to the extent such Note Guarantee may reasonably be expected to
give rise to or result in (a) any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent
preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws rules or regulations
(or analogous restriction) of any applicable jurisdiction; (b) any risk or liability for the officers, directors or (except in the
case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary
that is a partnership, directors or shareholders of the partners of such partnership); or (c) any material cost, expense, liability
or obligation (including with respect to any Taxes but excluding any obligation under the Note Guarantee itself) that cannot be avoided
by reasonable measures available to the Issuer other than reasonable out of pocket expenses (but, in such a case each of the Issuer and
the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal limit and will procure that the relevant
Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant limit);


 


(ii)            for
so long as it is not permissible under applicable law or regulation for a Restricted Subsidiary to become a Guarantor, such Restricted
Subsidiary need not become a Guarantor (but, in such a case, each of the Issuer and the Restricted Subsidiaries will use their reasonable
best efforts to overcome the relevant legal prohibition precluding the giving of the guarantee and will procure that the relevant Restricted
Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant legal prohibition, and
shall give such guarantee at such time (and to the extent) that it thereafter becomes permissible); and


 


(iii)            This
Section 4.14 shall not be applicable to any guarantees by any Restricted Subsidiary:


 


(A)            that
existed at the time such Person became a Restricted Subsidiary if the guarantee was not incurred in connection with, or in contemplation
of, such Person becoming a Restricted Subsidiary (or any Permitted Refinancing thereof); or


 


(B)            given
to a bank or trust company having, at the time such guarantee was given, combined capital and surplus and undivided profits of not less
than $500.0 million and whose debt has a rating of at least "A" or the equivalent thereof by S&P and at least "A2"
or the equivalent thereof by Moody's in connection with the operation of cash management programs established for the Issuer's benefit
or that of any Restricted Subsidiary.


 






    	 	- 88 -	 



     


    

 


Section 4.15.     [Reserved].


 


Section 4.16.     Designation
of Restricted and Unrestricted Subsidiaries. The Board of Directors of the Issuer may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary,
the aggregate fair market value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary designated
as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available
for Restricted Payments under Section 4.07 hereof or under one or more clauses of the definition of Permitted Investments, as determined
by the Issuer. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary.


 


Any designation of a Subsidiary
of the Issuer as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a copy of a resolution of the
Issuer's Board of Directors giving effect to such designation and an Officer's Certificate certifying that such designation complies with
the preceding conditions and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet
the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this
Senior Notes Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary as of such date
and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, the Issuer will be in default
of such covenant. The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary;
provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness
of such Unrestricted Subsidiary, and such designation will only be permitted if (a) such Indebtedness is permitted under Section 4.09
hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period;
and (b) no Default or Event of Default would be in existence following such designation.


 


Section 4.17.     Maintenance
of Listing. The Issuer will use its commercially reasonable efforts to list and to maintain the listing of the 2025 Senior Notes and
the 2027 Senior Notes on the Official List of the Exchange for so long as such 2025 Senior Notes and 2027 Senior Notes are outstanding;
provided that if the Issuer is unable to obtain admission to listing of the 2025 Senior Notes or 2027 Senior Notes on the Official List
of the Exchange or if at any time the Issuer determines that it will not so list or maintain such listing, it will use its commercially
reasonable efforts to obtain and maintain a listing of such Senior Notes on another "recognised stock exchange" (as defined
under section 1005 of the UK Income Tax Act 2007), in which case, references in this Section 4.17 to the Exchange will be deemed
to refer to such other "recognised stock exchange."


 


Section 4.18.     Additional
Amounts. (a) All payments made by or on behalf of the Issuer under or with respect to the Senior Notes (whether or not in
the form of Definitive Registered Notes) or any of the Guarantors with respect to any Note Guarantee will be made free and clear of
and without withholding or deduction for, or on account of, any present or future Taxes unless the withholding or deduction of such
Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of
(1) any jurisdiction in which the Issuer or any Guarantor is then incorporated, organized, engaged in business for tax purposes
or otherwise resident for tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through
which payment is made by or on behalf of the Issuer or any Guarantor (including the jurisdiction of any Paying Agent) or any
political subdivision thereof or therein (each, a "Tax Jurisdiction") will at any time be required to be made from
any payments made by or on behalf of the Issuer under or with respect to the Senior Notes or any of the Guarantors under or with
respect to any Note Guarantee, including payments of principal, redemption price, purchase price, interest or premium, the Issuer or
the relevant Guarantor, as applicable, will pay such additional amounts (the "Additional Amounts") as may be
necessary in order that the net amounts received in respect of such payments by each Holder after such withholding, deduction or
imposition (including any such withholding, deduction or imposition from such Additional Amounts) will equal the respective amounts
that would have been received in respect of such payments in the absence of such withholding or deduction; provided, however, that
no Additional Amounts will be payable with respect to:


 






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(i)            any
Taxes, to the extent such Taxes would not have been imposed but for the existence of any actual or deemed (pursuant to applicable Tax
law of the relevant Tax Jurisdiction, such as, if applicable, a connection of a partnership that is attributed to the partners/beneficial
owners) present or former connection between the Holder or the beneficial owner of the Senior Notes and the relevant Tax Jurisdiction
(including being a resident of such jurisdiction for Tax purposes), other than the holding of such Senior Note, the enforcement of rights
under such Senior Note or under a Note Guarantee or the receipt of any payments in respect of such Senior Note or a Note Guarantee;


 


(ii)            any
Taxes, to the extent such Taxes were imposed as a result of the presentation of a Senior Note for payment (where Senior Notes are in the
form of Definitive Registered Notes and presentation is required) more than 30 days after the relevant payment is first made available
for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Senior Note been
presented on the last day of such 30 day period);


 


(iii)            any
estate, inheritance, gift, sales, personal property, transfer or similar Taxes;


 


(iv)            any
Taxes payable other than by deduction or withholding from payments under, or with respect to, the Senior Notes or with respect to any
Note Guarantee;


 


(v)            any
Taxes, to the extent such Taxes were imposed or withheld by reason of the failure of the Holder or beneficial owner of Senior Notes to
comply with any reasonable written request of the Issuer addressed to the Holder or beneficial owner, as applicable and made at least
60 days before any such withholding or deduction would be payable to satisfy any certification, identification, information or other reporting
requirements, whether required by statute, treaty, regulation or administrative practice of a Tax Jurisdiction, as a precondition to exemption
from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Tax Jurisdiction (including, without limitation, a
certification that the Holder or beneficial owner is not resident in the Tax Jurisdiction), but in each case, only to the extent the Holder
or beneficial owner is legally entitled to provide such certification or documentation;


 






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(vi)            any
Taxes imposed on or with respect to any payment by the Issuer or the relevant Guarantor to the Holder if such Holder is a fiduciary or
partnership or person other than the sole beneficial owner of such payment to the extent that Taxes would not have been imposed on such
payment had such Holder been the sole beneficial owner of such Senior Note;


 


(vii)            any
Taxes, to the extent such Taxes were imposed pursuant to Section 1471(b) of the Code, or otherwise imposed pursuant to Sections
1471 through 1474 of the Code, any regulations or agreements thereunder, official interpretations thereof, or any law implementing an
intergovernmental approach thereto; or


 


(viii)            any
combination of items from Sections 4.18(a)(i) through (vii) above.


 


(b)            In
addition to the foregoing, the Issuer and the Guarantors will also pay and indemnify the Holder for any present or future stamp, issue,
registration, court or documentary Taxes, or any other excise or property Taxes, charges or similar levies (including penalties, interest
and any other reasonable expenses related thereto) which are levied by any Tax Jurisdiction on the execution, delivery, issuance, or registration
of any of the Senior Notes, this Senior Notes Indenture, any Note Guarantee or any other document or instrument referred to therein, or
enforcement of, any of the Senior Notes or any Note Guarantee (other than on or in connection with a transfer of the Senior Notes that
is not part of the initial resale of the Senior Notes by the Senior Notes Initial Purchasers).


 


(c)            If
the Issuer or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any
payment under or with respect to the Senior Notes or any Note Guarantee, each of the Issuer or the relevant Guarantor, as the case may
be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional
Amounts arises less than 45 days prior to that payment date, in which case the Issuer or the relevant Guarantor shall notify the Trustee
promptly thereafter) an Officer's Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be
so payable. The Officer's Certificate(s) must also set forth any other information necessary to enable the Paying Agent to pay such
Additional Amounts to Holders on the relevant payment date. The Issuer and the relevant Guarantor will provide the Trustee with documentation
satisfactory to the Trustee evidencing the payment of Additional Amounts. The Trustee shall be entitled to rely solely on such Officer's
Certificate as conclusive proof that such payments are necessary.


 


(d)            The
Issuer or the relevant Guarantor will make all withholdings and deductions required by law and will remit the full amount deducted
or withheld to the relevant Tax authority in accordance with applicable law. The Issuer or the relevant Guarantor will use its
reasonable efforts to obtain Tax receipts from each Tax authority evidencing the payment of any Taxes so deducted or withheld. The
Issuer or the relevant Guarantor will furnish to the Trustee, within a reasonable time after the date the payment of any Taxes so
deducted or withheld is made, certified copies of Tax receipts evidencing payment by the Issuer or a Guarantor, as the case may be,
or if, notwithstanding such entity's efforts to obtain receipts, receipts are not obtained, other evidence of payments (reasonably
satisfactory to the Trustee) by such entity. Upon reasonable request, copies of Tax receipts or other evidence of payments, as the
case may be, will be made available by the Trustee to the Holders and beneficial owners of the Senior Notes.


 






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(e)            Whenever
in this Senior Notes Indenture there is mentioned, in any context, the payment of amounts based upon the principal amount of the Senior
Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Senior Notes or any Note Guarantee,
such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts
are, were or would be payable in respect thereof.


 


(f)            The
obligations in this Section 4.18 will survive any termination, defeasance or discharge of this Senior Notes Indenture, any transfer
by a Holder or beneficial owner of its Senior Notes, and will apply, mutatis mutandis, to any jurisdiction in which any successor
Person to the Issuer or any Guarantor is incorporated, organized, engaged in business for tax purposes, or otherwise resident for tax
purposes or any jurisdiction from or through which such Person makes any payment on the Senior Notes (or any Note Guarantee) and any department
or political subdivision thereof or therein.


 


Section 4.19.     Suspension
of Certain Covenants when Senior Notes Rated Investment Grade.


 


(a)            If
on any date following the Issue Date:


 


(i)            the
Senior Notes have achieved Investment Grade Status; and


 


(ii)            no
Default or Event of Default shall have occurred and be continuing on such date,


 


then, beginning on that day
and continuing until such time, if any, at which the Senior Notes cease to have Investment Grade Status (such period, the "Suspension
Period"), Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.14 and 4.16 and Section 5.01(a)(iv) hereof will no longer be applicable
to the Senior Notes and any related default provisions of this Senior Notes Indenture will cease to be effective and will not be applicable
to the Issuer and its Restricted Subsidiaries.


 


(b)            The
foregoing sections and any related default provisions will again apply according to their terms from the first day on which the Senior
Notes cease to have Investment Grade Status. The foregoing sections will not, however, be of any effect with regard to the actions of
Issuer and the Restricted Subsidiaries properly taken during the continuance of the Suspension Period; provided that (1) with respect
to the Restricted Payments made after any such reinstatement, the amount of Restricted Payments will be calculated as though Section 4.07
hereof had been in effect prior to, but not during, the Suspension Period and (2) all Indebtedness incurred, or Disqualified Stock
or preferred stock issued, during the Suspension Period will be classified to have been incurred or issued pursuant to Section 4.09(b)(ii) hereof.
Upon the occurrence of a Suspension Period, the amount of Excess Proceeds shall be reset at zero.


 


(c)            The
Issuer shall notify the Trustee in writing that Sections 4.19(a)(i) and 4.19(a)(ii) hereof have been satisfied, provided
that such notification shall not be a condition for the suspension of the covenants set forth above to be effective. The Trustee
shall not be obliged to notify Holders of such event. The Issuer shall deliver an Officer's Certificate to the Trustee on the date
the Senior Notes achieve Investment Grade Status and shall deliver an Officer's Certificate to the Trustee if the Senior Notes cease
to have Investment Grade Status thereafter.


 






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Section 4.20.     Additional
or Amended Subordination Deed. (a) At the written direction of the Issuer and without the consent of the Holders, the Trustee
shall from time to time enter into one or more amendments to the Subordination Deed or enter into any Additional Subordination Deed to:


 


(i)            cure
any ambiguity, omission, defect or inconsistency of any such instrument;


 


(ii)            increase
the amount of Subordinated Shareholder Debt covered by any instrument documenting such Subordinated Shareholder Debt;


 


(iii)            add,
remove or substitute a Parent Holdco or an Affiliate that is not a Subsidiary of the Issuer as a party to any such instrument;


 


(iv)            amend
the Subordination Deed or any Additional Subordination Deed in accordance with the terms thereof;


 


(v)            provide
for the assumption of the obligations of a borrower under any Subordinated Shareholder Debt or any Additional Subordinated Shareholder
Debt in the case of a merger or consolidation or sale of all or substantially all of the borrower's assets, as applicable, in a transaction
that complies, as applicable, with Section 5.01 or 5.03 hereof; or


 


(vi)            make
any other change to any such instrument that does not adversely affect Holders in any material respect.


 


(b)            The
Issuer shall not otherwise direct the Trustee to enter into any amendment to the Subordination Deed or any additional Subordination Deed
without the consent of the Holders of a majority in aggregate principal amount of the Senior Notes then outstanding, except as otherwise
permitted by Article 9 hereof, and the Issuer may only direct the Trustee to enter into any amendment to the extent such amendment
does not impose any personal obligations on the Trustee or, in the opinion of the Trustee, adversely affect its respective rights, duties,
liabilities or immunities under this Senior Notes Indenture or the Subordination Deed or any Additional Subordination Deed.


 


(c)            In
relation to any Subordination Deed and any Additional Subordination Deed, the Trustee shall consent on behalf of the Holders to the payment,
repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any Subordinated Shareholder Debt; provided, however,
that such transaction would comply with Section 4.07 hereof.


 


Section 4.21.     Anti-Layering.
Neither the Issuer nor any Guarantor will incur any Indebtedness (including Permitted Debt) that is contractually subordinated in
right of payment to any other Indebtedness of the Issuer or such Guarantor unless such Indebtedness is also contractually
subordinated in right of payment to the Senior Notes and the applicable Note Guarantee on substantially identical (or more
favorable) terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any
other Indebtedness of the Issuer or any Guarantor solely (a) by virtue of being unsecured, (b) by virtue of being secured
with different collateral, (c) by virtue of being secured on a junior priority basis, (d) by virtue of not being
guaranteed or (e) by virtue of the application of waterfall or other payment ordering provisions affecting different tranches
of Indebtedness under Credit Facilities.


 






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Section 4.22.     Financial
Calculations. (a) When determining the availability under any basket or ratio under this Senior Notes Indenture in connection
with any transaction or whether such transaction is permitted under this Senior Notes Indenture (including, for the avoidance of doubt
and without limitation, testing any incurrence or assumption of Indebtedness or Liens, the making of any Restricted Payment, Permitted
Payment or Investment, any Asset Sale, any acquisition, merger, consolidation, amalgamation or other business combination and any other
transaction requiring the testing of any basket based on the Consolidated EBITDA of the Issuer), the date of determination of such basket
or ratio or the testing of any such transaction and of any Default or Event of Default shall, at the option of the Issuer, be the date
the definitive agreements for such transaction are entered into (the "Transaction Commitment Date Election").


 


(b)            If
the Issuer makes a Transaction Commitment Date Election, such baskets or ratios shall be calculated with such pro forma adjustments
as are appropriate and consistent with the pro forma provisions set forth in the definition of Consolidated Net Leverage Ratio
after giving effect to such transaction and other transactions to be entered into in connection therewith (including any incurrence of
Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the applicable period for purposes of determining
the ability to consummate any such transaction, and, for the avoidance of doubt (x) if any of such baskets or ratios are exceeded
as a result of fluctuations in such basket or ratio (including due to fluctuations in the Consolidated Net Income or Consolidated EBITDA
of the Issuer or that arises from an asset or a target company subject to such transaction) subsequent to such date of determination and
at or prior to the consummation of the relevant transaction, such baskets or ratios will not be deemed to have been exceeded as a result
of such fluctuations solely for purposes of determining whether the transaction is permitted hereunder and (y) such baskets or ratios
shall not be tested at the time of consummation of such transaction or related transactions.


 


(c)            If
the Issuer makes a Transaction Commitment Date Election, any such transactions (including any incurrence of Indebtedness and the use of
proceeds therefrom) shall be deemed to have occurred on the date the definitive agreements are entered into for purposes of calculating
any baskets or ratios under this Senior Notes Indenture after the date of such agreement and before the consummation of such transaction.
To the extent the date of determination of a basket or ratio is tested prior to the date of consummation of a transaction, such basket
or ratio shall be deemed utilized to the same extent until the earlier of the date of consummation of such transaction or the date such
transaction is terminated or expires without consummation, except that, in the case of an acquisition, merger or consolidation, any calculation
of Consolidated EBITDA for purposes other than incurrences of Indebtedness or Liens or the making of Restricted Payments (not related
to such acquisition, merger or consolidation) shall not reflect such transaction until it has been consummated.


 






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Article 5


 


SUCCESSORS


 


Section 5.01.     Merger,
Consolidation or Sale of Assets. (a) The Issuer will not (1) consolidate or merge with or into another Person (whether or
not it is the surviving corporation) or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all
of its properties and assets as an entirety or substantially as an entirety in one or more related transactions, to another Person, unless:


 


(i)            either:
(a) the Issuer is the surviving Person; or (b) the Person formed by or surviving any such consolidation or merger (if other
than the Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized
or existing under the laws of an Approved Jurisdiction (other than the Federal Republic of Nigeria);


 


(ii)            the
Person formed by or surviving any such consolidation or merger with the Issuer (if other than the Issuer) or the Person to which such
sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of the Issuer under the Senior
Notes and this Senior Notes Indenture pursuant to a supplemental indenture and, if applicable, the Subordination Deed or any Additional
Subordination Deed;


 


(iii)            immediately
after such transaction, no Default or Event of Default exists;


 


(iv)            the
Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Issuer), or to which such sale, assignment,
transfer, conveyance, lease or other disposition has been made would, on the date of such transaction after giving pro forma effect
thereto and any related financing transactions as if the same had occurred at the beginning of the applicable period (A) be 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
or (B) have a Consolidated Net Leverage Ratio not greater than it was immediately prior to giving effect to such transaction; and


 


(v)            the
Issuer delivers to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer's Certificate and Opinion of
Counsel, in each case, stating that such consolidation, merger or transfer and such supplemental indenture comply with this covenant and
that all conditions precedent in this Senior Notes Indenture relating to such transaction have been satisfied and that this Senior Notes
Indenture and the Senior Notes constitute legal, valid and binding obligations of the Issuer, or the Person formed by or surviving any
such consolidation or merger (as applicable) enforceable in accordance with their terms.


 


(b)            A
Guarantor (other than a Guarantor whose Note Guarantee is to be released in accordance with the terms of the Note Guarantee and
Section 10.05 hereof) will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or
not such Guarantor is the surviving corporation) or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of the properties or assets of such Guarantor and its Subsidiaries that are Restricted Subsidiaries taken as a
whole, in one or more related transactions, to another Person, unless:


 






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(i)            either:


 


(A)            such
Guarantor is the surviving Person; or


 


(B)            the
Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or the Person to which such sale, assignment,
transfer, conveyance, lease or other disposition has been made assumes all the obligations of such Guarantor under its Note Guarantee
and this Senior Notes Indenture pursuant to a supplemental indenture, and, if applicable, the Subordination Deed or any Additional Subordination
Deed;


 


(ii)            immediately
after giving pro forma effect to such transaction or transactions (and treating any Indebtedness which becomes an obligation of
the surviving corporation as a result of such transaction as having been incurred by the surviving corporation at the time of such transaction
or transactions), no Default or Event of Default exists; and


 


(iii)            the
Issuer delivers to the Trustee an Officer's Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger
or transfer and such supplemental indenture comply with this covenant and that all conditions precedent in this Senior Notes Indenture
relating to such transaction have been satisfied and that this Senior Notes Indenture and the Note Guarantee constitute legal, valid and
binding obligations of the Guarantor or the Person formed by or surviving any such consolidation and merger (as applicable) enforceable
in accordance with their terms.


 


(c)            [Reserved].


 


(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; 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.


 


Section 5.02.     Successor
Corporation Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other
disposition of all or substantially all of the properties or assets of the Issuer, any Guarantor or their respective Subsidiaries in
a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof, the successor Person formed by
such consolidation or into or with which the Issuer or such Guarantor is merged or to which such sale, assignment, transfer, lease,
conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such
consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Senior Notes
Indenture referring to the "Issuer" or the "Guarantor," as applicable, shall refer instead to the successor
Person and not to the Issuer or such Guarantor), and may exercise every right and power of the Issuer under this Senior Notes
Indenture with the same effect as if such successor Person had been named as the Issuer or such Guarantor, as applicable, herein; provided, however, that
the predecessor Issuer shall not be relieved from the obligation to pay the principal of, premium on, if any, interest and
Additional Amounts, if any, on, the Senior Notes except in the case of a sale of all of the Issuer's assets in a transaction that is
subject to, and that complies with the provisions of, Section 5.01 hereof.


 






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Section 5.03.     Issuer
Substitution. (a) Following a Qualifying IPO, the IPO Entity may be substituted in place of the Issuer (the "Substitution")
provided that the following conditions are met:


 


(i)            the
IPO Entity is organized and existing under the laws of an Approved Issuer Substitution Jurisdiction;


 


(ii)            the
IPO Entity assumes all the obligations of the Issuer under the Senior Notes and this Senior Notes Indenture pursuant to a supplemental
indenture;


 


(iii)            immediately
after such transaction, no Default or Event of Default exists;


 


(iv)            the
IPO Entity would, on the date of such Substitution after giving pro forma effect thereto (including giving pro forma effect
to the Subsidiaries of the New Issuer (as defined in Section 5.03(b) hereof) that will become Restricted Subsidiaries from the
date of the Substitution) and any related financing transactions as if the same had occurred at the beginning of the applicable period
be permitted to incur at least U.S.$1.00 of additional Indebtedness pursuant to the Consolidated Net Leverage Ratio test set forth in
Section 4.09(a);


 


(v)            effective
at same time as the Substitution, the Issuer shall provide a guarantee of the Senior Notes pursuant to a supplemental indenture on a pari
passu basis with the existing Note Guarantees;


 


(vi)            on
or immediately prior to the date of the Substitution, the corporate family rating of the IPO Entity being equal to, or greater than, the
then-prevailing rating for the Senior Notes, according to any two of Moody's, S&P and Fitch; and


 


(vii)            the
Issuer delivers to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer's Certificate and Opinion of
Counsel, in each case, stating that such Substitution and such supplemental indenture comply with this covenant and that all conditions
precedent in this Senior Notes Indenture relating to such transaction have been satisfied and that this Senior Notes Indenture, the Senior
Notes and the Note Guarantees (including the Note Guarantee provided by the Issuer) constitute legal, valid and binding obligations of
the IPO Entity and the Guarantors enforceable in accordance with their terms.


 


(b)            Notwithstanding
any other provision or covenant in this Senior Notes Indenture, the Substitution shall be permitted by this Senior Notes Indenture,
provided such Substitution complies with the terms of this covenant and following such Substitution, the Trustee will join the
Issuer in doing all such things that are required to be done to effect such Substitution in the clearing systems or pursuant to this
Senior Notes Indenture without the consent of holders of the Senior Notes. Following such Substitution references to
 "Issuer" shall be to the IPO Entity (the "New Issuer") in this Senior Notes Indenture and the Senior
Notes in all respects, and the New Issuer will succeed to, and be substituted for, and may exercise every right and power of, the
Issuer as issuer under this Senior Notes Indenture and the Senior Notes, and upon such Substitution, the Issuer will be released
from its obligations as issuer under this Senior Notes Indenture and the Senior Notes. The Subsidiaries of the New Issuer that are
not Restricted Subsidiaries of the Issuer will be treated as having become Restricted Subsidiaries from the date of the Substitution
for the purposes of this Senior Notes Indenture. A Substitution pursuant to this covenant may only occur once.


 






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Article 6


 


DEFAULTS
AND REMEDIES


 


Section 6.01.     Events
of Default. (a) Each of the following is an "Event of Default":


 


(i)            default
for 30 days in the payment when due of interest or Additional Amounts, if any, with respect to the relevant series of Senior Notes;


 


(ii)            default
in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the relevant series of
Senior Notes;


 


(iii)            failure
by the Issuer or relevant Guarantor to comply with the provisions of Section 5.01 and 5.03 hereof;


 


(iv)            failure
by the Issuer or relevant Guarantor for 60 days after written notice (i) to the Issuer by the Trustee or (ii) to the Issuer
and the Trustee by the Holders of at least 25% in aggregate principal amount of the Senior Notes then outstanding voting as a single class
to comply with any of the agreements in this Senior Notes Indenture (other than a default in performance, or breach, or a covenant or
agreement which is specifically dealt with in Sections 6.01(a)(i), 6.01(a)(ii) or 6.01(a)(iii) hereof);


 


(v)            default
under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness
for money borrowed by the Issuer or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer or any of
its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, or is created after the Issue Date, if that default:


 


(A)            is
caused by a failure to pay principal of such Indebtedness following the expiration of the grace period provided in such Indebtedness and
such failure to make any payment has not been waived or the maturity of such indebtedness has not been extended (a "Payment Default");
or


 


(B)            results
in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the
maturity of which has been so accelerated, aggregates $50.0 million or more;


 






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(vi)            failure
by the Issuer or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together,
would constitute a Significant Subsidiary, to pay final judgments entered by a court or courts of competent jurisdiction aggregating in
excess of $50.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments
shall not have been discharged or waived and there shall have been a period of 60 consecutive days during which a stay of enforcement
of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effect;


 


(vii)            except
as permitted by this Senior Notes Indenture (including with respect to any limitations), any Note Guarantee of a Guarantor that is a Significant
Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary is held in any judicial proceeding
to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor that is a Significant Subsidiary
or any group of Guarantors that, taken together, would constitute a Significant Subsidiary, or any Person acting on behalf of any such
Guarantor or Guarantors, denies or disaffirms its obligations under its Note Guarantee;


 


(viii)            the
Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken
together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law:


 


(A)            commences
a voluntary case under any applicable Bankruptcy Law or any other case to be adjudicated bankrupt or insolvency, or files for or has been
granted a moratorium on payment of its debts, or files for bankruptcy or is declared bankrupt;


 


(B)            consents
to the entry of an order for relief against it in an involuntary case or to the commencement of any bankruptcy or insolvency proceedings
against it;


 


(C)            consents
to the appointment of, or taking possession by, an administrator, custodian, receiver, liquidator, trustee, sequestrator or similar official
of it or for all or substantially all of its property;


 


(D)            makes
a general assignment for the benefit of its creditors;


 


(E)            admits
in writing its inability to pay its debts generally as they become due;


 


(F)            files
a petition or answer or consent seeking reorganization for relief (other than a solvent reorganization for purposes of transferring assets
among the Issuer and its Restricted Subsidiaries); and


 






    	 	- 99 -	 



     


    

 


(ix)            a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(A)            is
for relief against the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of its Restricted Subsidiaries
that, taken together, would constitute a Significant Subsidiary in an involuntary case;


 


(B)            adjudging
the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of its Restricted Subsidiaries bankrupt
or insolvency, or seeking moratorium, reorganization, arrangement, adjustment or composition of or in respect of the Issuer or any of
its Restricted Subsidiaries that is a Significant Subsidiary or any group of its Restricted Subsidiaries;


 


(C)            appoints
a custodian or administrator of the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of its
Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property
of the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of its Restricted Subsidiaries that,
taken together, would constitute a Significant Subsidiary; or


 


(D)            orders
the liquidation of the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of its Restricted Subsidiaries
that, taken together, would constitute a Significant Subsidiary;


 


and the order or decree remains
unstayed and in effect for 60 consecutive days.


 


Section 6.02.     Acceleration.
In the case of an Event of Default specified in Sections 6.01(a)(viii) and 6.01(a)(ix) hereof, with respect to the Issuer
or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant
Subsidiary, all outstanding Senior Notes will become due and payable immediately without further action or notice or other act on
the part of the Trustee or any Holders. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in aggregate principal amount of the then outstanding Senior Notes by written notice to the Issuer (and to the Trustee if
such notice is given by the Holders) may and the Trustee, upon the written request of such Holders, shall declare all amounts in
respect of the Senior Notes to be due and payable immediately. Upon any such declaration, the Senior Notes shall become due and
payable immediately. In the event of a declaration of acceleration of the Senior Notes because an Event of Default described in
Section 6.01(a)(v) hereof has occurred and is continuing, the declaration of acceleration of the Senior Notes shall be
automatically annulled if the event of default or payment default triggering such Senior Event of Default pursuant to
Section 6.01(a)(v) hereof shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness
that gave rise to such Event of Default shall have been discharged in full, within 30 days after the declaration of acceleration
with respect thereto and if (a) the annulment of the acceleration of the Senior Notes would not conflict with any judgment or
decree of a court of competent jurisdiction and (b) all existing Events of Default, except non-payment of principal, premium or
interest on the Senior Notes that became due solely because of the acceleration of the Senior Notes, have been cured or
waived:


 






    	 	- 100 -	 



     


    

 


Section 6.03.     Other
Remedies. (a) If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment
of principal of, premium on, if any, interest or Additional Amounts, if any, on, the Senior Notes or to enforce the performance of any
provision of the Senior Notes or this Senior Notes Indenture.


 


(b)            The
Trustee may maintain a proceeding even if it does not possess any of the Senior Notes or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Holder of a Senior Note in exercising any right or remedy accruing upon an Event of Default
shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to
the extent permitted by law.


 


Section 6.04.     Waiver
of Past Defaults. The Holders of not less than a majority in aggregate principal amount of the then outstanding Senior Notes by written
notice to the Trustee may, on behalf of the Holders of all of the Senior Notes waive any past Default and its consequences hereunder,
except a continuing Default in the payment of principal of, premium on, if any, interest or Additional Amounts, if any, on, any Senior
Note held by a non-consenting Holder (which may only be waived pursuant to Section 9.02 hereof); provided that the Holders of a majority
in aggregate principal amount of the then outstanding Senior Notes may rescind an acceleration and its consequences, including any related
payment default that resulted from such acceleration with respect to such Senior Notes and its consequences if rescission would not conflict
with any judgment or decree of a court of competent jurisdiction. In connection with any such waiver or rescission, the Issuer shall pay
all of the fees and expenses of the Trustee, including those of its agents and counsel. Upon any such waiver, such Default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Senior Notes Indenture;
but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.


 


Section 6.05.     Control
by Majority. Holders of a majority in aggregate principal amount of the then outstanding Senior Notes may direct the time, method
and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on
the Trustee. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding
notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or Additional Amounts
or premium, if any. The Trustee may refuse to follow any direction that conflicts with law or this Senior Notes Indenture or the Senior
Notes or would involve the Trustee in personal liability or could be unduly prejudicial to the rights of the other holders; provided,
however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction.


 


Section 6.06.     Limitation
on Suits. (a) Subject to the provisions of this Senior Notes Indenture relating to the duties of the Trustee, in case an
Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under
this Senior Notes Indenture at the request or direction of any Holders of Senior Notes unless such Holders have made a written
request and offered to the Trustee indemnity and/or security satisfactory to the Trustee against any loss, liability or expense.
Except to enforce the right to receive payment of principal, premium, if any, or interest or Additional Amounts when due, no Holder
may pursue any remedy with respect to this Senior Notes Indenture or the Senior Notes unless:


 






    	 	- 101 -	 



     


    

 


(i)            such
Holder has previously given the Trustee written notice that an Event of Default is continuing;


 


(ii)            Holders
of at least 25% in aggregate principal amount of the then outstanding Senior Notes have requested, in writing, that the Trustee pursue
the remedy;


 


(iii)            such
Holders have offered the Trustee security and/or indemnity satisfactory to the Trustee against any loss, liability or expense;


 


(iv)            the
Trustee has not complied with such written request within 60 days after the receipt of the written request and the offer of security and/or
indemnity; and


 


(v)            Holders
of a majority in aggregate principal amount of the then outstanding Senior Notes have not given the Trustee a direction inconsistent with
such request within such 60-day period.


 


(b)            A
Holder of a Senior Note may not use this Senior Notes Indenture to prejudice the rights of another Holder of a Senior Note or to obtain
a preference or priority over another Holder of a Senior Note. The Trustee shall have no obligation to ascertain whether the actions of
a Holder of a Senior Note is unduly prejudicial to the interests of other Holders of the Senior Notes.


 


Section 6.07.     Rights
of Holders of Senior Notes to Receive Payment. Notwithstanding any other provision of this Senior Notes Indenture, the right of any
Holder of a Senior Note to receive payment of principal of, premium on, if any, interest or Additional Amounts, if any, on, the Senior
Note, on or after the respective due dates expressed in the Senior Note (including in connection with an offer to purchase), or to bring
suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent
of such Holder other than as provided in Section 9.02 hereof; provided that a Holder shall not have the right to institute any such
suit for the enforcement of payment if and to the extent that the institution or prosecution thereof or the entry of judgment therein
would, under applicable law, result in the surrender, impairment, waiver or loss of the Lien of this Senior Notes Indenture upon any property
subject to such Lien.


 


For the avoidance of doubt,
no amendment to, or deletion of any of the covenants under Article 4 or Article 5, or action taken in compliance with the covenants
in effect at the time of such action, shall be deemed to impair or affect any rights of any Holders to receive payment of principal of
or premium, if any, or interests on the Senior Notes or to institute suit for the enforcement of any payment on or with respect to such
Holder's Notes.


 


Section 6.08.     Collection
Suit by Trustee. If an Event of Default specified in Sections 6.01(a)(i) or 6.01(a)(ii) hereof occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuer for
the whole amount of principal of, premium on, if any, interest and Additional Amounts, if any, remaining unpaid on, the Senior Notes
and interest on overdue principal and, to the extent lawful, Additional Amounts, interest and such further amount as shall be
sufficient to cover the costs and expenses of collection, including the compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel.


 



    	 	- 102 -	 



     


    

 


Section 6.09.     Trustee
May File Proofs of Claim. The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee (including any claim for the compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel) and the Holders of the Senior Notes allowed in any judicial proceedings relative to the Issuer,
a Guarantor or any other obligor upon the Senior Notes, their creditors or property and shall be entitled and empowered to collect, receive
and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding
is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making
of such payments directly to the Holders, to pay to the Trustee any amount due to it for the compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.06 hereof. To the extent that
the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts
due the Trustee under Section 7.06 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the
same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties
that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement
or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf
of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Senior Notes or the rights of any Holder,
or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.


 


Section 6.10.     Priorities.
If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order:


 


First:
to the Trustee, its agents and attorneys for amounts due under Section 7.06 hereof, including payment of all compensation, expenses
and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;


 


Second:
to Holders of Senior Notes for amounts due and unpaid on the Senior Notes for principal, premium, if any, interest and Additional Amounts,
if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Senior Notes for principal,
premium, if any, interest and Additional Amounts, if any, respectively; and


 


Third:
to the Issuer, any Guarantor or to such party as a court of competent jurisdiction shall direct.


 


The Trustee may fix a record
date and payment date for any payment to Holders of Senior Notes pursuant to this Section 6.10.


 


Section 6.11.     Undertaking
for Costs. In any suit for the enforcement of any right or remedy under this Senior Notes Indenture or in any suit against the
Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or
defences made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of a Senior
Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in aggregate principal amount of the then
outstanding Senior Notes.


 






    	 	- 103 -	 



     


    

 


Section 6.12.     Restoration
of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Senior
Notes Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined in a final judgment adversely
to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Issuer, any Guarantor,
the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights
and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.


 


Section 6.13.     Rights
and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Notes in Section 2.07 hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended
to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition
to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion of any right
or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.


 


Section 6.14.     Delay
or Omission Not Waiver. No delay or omission of the Trustee or any Holder of any Senior Note to exercise any right or remedy accruing
upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article 6 or by law to the Trustee or to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.


 


Article 7


 


TRUSTEE


 


Section 7.01.     Duties
of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers
vested in it by this Senior Notes Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise
or use under the circumstances in the conduct of such person's own affairs.


 


(b)            Except
during the continuance of an Event of Default:


 


(i)            the
duties of the Trustee and the Agents will be determined solely by the express provisions of this Senior Notes Indenture and the Trustee
and the Agents need perform only those duties that are specifically set forth in this Senior Notes Indenture and no others, and no implied
covenants or obligations shall be read into this Senior Notes Indenture against the Trustee or the Agents; and


 






    	 	- 104 -	 



     


    

 



 


(ii)         in
the absence of wilful misconduct, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or Opinions of Counsel furnished to the Trustee and conforming to the requirements of this Senior
Notes Indenture. However, the Trustee will examine the certificates or Opinions of Counsel which by any provision hereof are specifically
required to be furnished to the Trustee to determine whether or not such certificates or Opinions of Counsel conform to the requirements
of this Senior Notes Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).


 


(c)          The
Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own wilful misconduct,
except that:


 


(i)          this
Section 7.01(c) does not limit the effect of Section 7.01(b) hereof;


 


(ii)         the
Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee
was grossly negligent in ascertaining the pertinent facts; and


 


(iii)        the
Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received
by it pursuant to Sections 6.02, 6.04 or 6.05 hereof.


 


(d)          Whether
or not therein expressly so provided, every provision of this Senior Notes Indenture that in any way relates to the Trustee is subject
to Section 7.01(a), (b) and (c) hereof.


 


(e)          No
provision of this Senior Notes Indenture will require the Trustee to expend or risk its own funds or incur any liability. The Trustee
will be under no obligation to exercise any of its rights and powers under this Senior Notes Indenture at the request of any Holders,
unless such Holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.


 


(f)           The
Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. Money
held in trust by the Trustee need not be segregated from other funds except to the extent required by law and funds held by the Trustee
will not be subject to the United Kingdom FCA Client Money Rules.


 


(g)          The
Trustee shall not be deemed to have notice or any knowledge of any matter (including without limitation Defaults or Events of Default)
unless a Responsible Officer assigned to and working in the Trustee's corporate trust and agency department has actual knowledge thereof
or unless written notice thereof is received by the Trustee (attention: Agency & Trust) and such notice clearly references the
Senior Notes, the Issuer or this Senior Notes Indenture.


 






    	 	- 105 -	 



     


    

 


Notwithstanding anything else
herein contained, the Trustee and each Agent may refrain from doing anything that would or might in its opinion based upon legal advice
in the relevant jurisdiction be contrary to any law of any state or jurisdiction (including but not limited to the United States of America
or any jurisdiction forming a part of it and England & Wales) or any directive or regulation of any agency of any such state
or jurisdiction and may do anything which is, in its opinion, necessary to comply with any such law, directive or regulation.


 


Section 7.02. Rights
of Trustee. (a) The Trustee may conclusively rely upon any document (whether in its original, electronic or facsimile form) believed
by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated
in such document. The Trustee may, if it sees fit, make such inquiry.


 


(b)          Before
the Trustee acts or refrains from acting, it may require an Officer's Certificate or an Opinion of Counsel or both. The Trustee will not
be liable for any action it takes or omits to take in good faith in reliance on such Officer's Certificate or Opinion of Counsel, as the
case may be. The Trustee may consult with counsel or other professional advisors and the written advice of such counsel, professional
advisor or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon.


 


(c)          The
Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent appointed with
due care.


 


(d)          The
Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights
or powers conferred upon it by this Senior Notes Indenture.


 


(e)          Unless
otherwise specifically provided in this Senior Notes Indenture, any demand, request, direction or notice from the Issuer will be sufficient
if signed by an Officer of the Issuer.


 


(f)           The
Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Senior Notes Indenture at the request
or direction of any of the Holders unless such Holders have offered to the Trustee indemnity and/or security satisfactory to it against
the losses, liabilities and expenses that might be incurred by it in compliance with such request or direction.


 


(g)          The
Trustee shall have no duty to inquire as to the performance of the covenants of the Issuer and/or its Restricted Subsidiaries. In addition,
the Trustee shall not be deemed to have knowledge of any Default or Event of Default except: (i) any Event of Default occurring pursuant
to Section 6.01(a)(i) or Section 6.01(a)(ii) hereof (provided it is acting as Paying Agent); and (ii) any Default
or Event of Default of which a Responsible Officer shall have received written notification. Delivery of reports, information and documents
to the Trustee under Section 4.03 hereof is for informational purposes only and the Trustee's receipt of the foregoing shall not
constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including
the Issuer's compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer's Certificates).


 






    	 	- 106 -	 



     


    

 


(h)          The
Trustee shall not have any obligation or duty to monitor, determine or inquire as to compliance, and shall not be responsible or liable
for compliance with restrictions on transfer, exchange, redemption, purchase or repurchase, as applicable, of minimum denominations imposed
under this Senior Notes Indenture or under applicable law or regulation with respect to any transfer, exchange, redemption, purchase or
repurchase, as applicable, of any interest in any Senior Notes.


 


(i)           The
rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified and/or secured, are
extended to, and shall be enforceable by the Trustee in each of its capacities hereunder and by each agent (including the Agents), custodian
and other person employed to act hereunder. Absent wilful misconduct or negligence, each Paying Agent, Registrar and Transfer Agent shall
not be liable for acting in good faith on instructions believed by it to be genuine and from the proper party.


 


(j)           In
the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders, each representing
less than a majority in aggregate principal amount of the Senior Notes then outstanding, pursuant to the provisions of this Senior Notes
Indenture, the Trustee, in its sole discretion, may determine what action, if any, will be taken and shall not incur any liability for
its failure to act until such inconsistency or conflict is, in its reasonable opinion, resolved.


 


(k)          In
no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out
of or caused by acts of war or terrorism involving the United States, the United Kingdom or any member state of the European Monetary
Union or any other national or international calamity or emergency (including natural disasters or acts of God), it being understood that
the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as
soon as practicable under the circumstances.


 


(l)           The
Trustee is not required to give any bond or surety with respect to the performance or its duties or the exercise of its powers under this
Senior Notes Indenture or the Senior Notes.


 


(m)         The
permissive right of the Trustee to take the actions permitted by this Senior Notes Indenture shall not be construed as an obligation or
duty to do so.


 


(n)          The
Trustee will not be liable to any person if prevented or delayed in performing any of its obligations or discretionary functions under
this Senior Notes Indenture by reason of any present or future law applicable to it, by any governmental or regulatory authority or by
any circumstances beyond its control.


 


(o)          The
Trustee shall not under any circumstances be liable for any special, indirect or consequential loss or damage whatsoever (being loss of
business, goodwill, opportunity or profit of any kind) of the Issuer, any Restricted Subsidiary of the Issuer or any other Person (or,
in each case, any successor thereto), even if advised of it in advance and even if foreseeable.


 






    	 	- 107 -	 



     


    

 


(p)          The
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document,
but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and,
if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises
of the Issuer personally or by agent or attorney at the sole cost of the Issuer.


 


(q)          The
Trustee may request that the Issuer delivers an Officer's Certificate setting forth the names of the individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Senior Notes Indenture, which Officer's Certificate may be signed by
any person authorized to sign an Officer's Certificate, including any person specified as so authorized in any such certificate previously
delivered and not superseded.


 


(r)           No
provision of this Senior Notes Indenture shall require the Trustee to do anything which, in its opinion, may be illegal or contrary to
applicable law or regulation.


 


(s)          The
Trustee may refrain from taking any action in any jurisdiction if the taking of such action in that jurisdiction would, in its opinion,
based upon legal advice in the relevant jurisdiction, be contrary to any law of that jurisdiction or, to the extent applicable, the State
of New York.


 


(t)           The
Trustee may retain professional advisors to assist it in performing its duties under this Senior Notes Indenture. The Trustee may consult
with such professional advisors or with counsel, and the advice or opinion of such professional advisors or counsel with respect to legal
or other matters relating to this Senior Notes Indenture and the Senior Notes shall be full and complete authorization and protection
from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or
opinion of such counsel.


 


(u)          The
Trustee may assume without inquiry in the absence of actual knowledge that the Issuer is duly complying with its obligations contained
in this Senior Notes Indenture required to be performed and observed by it, and that no Default or Event of Default or other event which
would require repayment of the Senior Notes has occurred.


 


Section 7.03. Individual
Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Senior Notes and may otherwise
deal with the Issuer or any Affiliate of the Issuer with the same rights it would have if it were not Trustee. However, in the event that
the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days or resign. Any Agent may do the same with
like rights and duties. The Trustee is also subject to Sections 7.09 and 7.10 hereof.


 


Section 7.04. Trustee's
Disclaimer. The Trustee will not be responsible for and makes no representation as to the validity or adequacy of this Senior Notes
Indenture, the Senior Notes, any Note Guarantee or the Subordination Deed (including any Additional Subordination Deed), it shall not
be accountable for the Issuer's use of the proceeds from the Senior Notes or any money paid to the Issuer or upon the Issuer's direction
under any provision of this Senior Notes Indenture, it will not be responsible for the use or application of any money received by any
Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Senior
Notes or any other document in connection with the sale of the Senior Notes or pursuant to this Senior Notes Indenture other than its
certificate of authentication.


 






    	 	- 108 -	 



     


    

 


Section 7.05. Notice
of Defaults. If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee will mail to
Holders of Senior Notes a notice of the Default or Event of Default within 90 days after it occurs. The Trustee may withhold from the
Holders notice of any continuing Default or Event of Default relating to the payment of principal, premium and interest or Additional
Amounts, if it determines that withholding notice is in their interest.


 


Section 7.06. Compensation
and Indemnity. (a) The Issuer or, upon the failure of the Issuer to pay, each Guarantor, jointly and severally, will pay to the
Trustee from time to time compensation for its acceptance of this Senior Notes Indenture and services hereunder as shall be agreed from
time to time between them. The Trustee's compensation will not be limited by any law on compensation of a trustee of an express trust.
The Issuer, and each Guarantor, jointly and severally, will reimburse the Trustee promptly upon request for all disbursements, advances
and expenses properly incurred or made by it in addition to the compensation for its services. Such expenses will include the properly
incurred compensation, disbursements and expenses of the Trustee's agents and counsel. In the event of the occurrence of an Event of Default
or potential Event of Default or being requested by the Issuer to undertake duties which the Trustee and the Issuer agree to be of an
exceptional nature or otherwise outside the scope of the normal duties of the Trustee under this Senior Notes Indenture, the Issuer or,
failing whom, the Guarantors shall pay to the Trustee such additional remuneration as shall be agreed between them.


 


(b)          The
Issuer and the Guarantors, jointly and severally, will indemnify the Trustee against any and all losses, liabilities or expenses (including
attorneys' fees) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Senior
Notes Indenture, including the costs and expenses of enforcing this Senior Notes Indenture against the Issuer and the Guarantors (including
this Section 7.06) and defending itself against any claim (whether asserted by the Issuer, the Guarantors, any Holder or any other
Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any
such loss, liability or expense may be attributable to the Trustee's gross negligence, wilful misconduct or fraud. The Trustee shall notify
the Issuer promptly of any third-party claim for which it may seek indemnity of which it has received written notice. Failure by the Trustee
to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. The Issuer shall defend the claim, with counsel satisfactory
to the Trustee, and the Trustee shall provide reasonable cooperation at the Issuer's expense in the defence; provided that if the defendants
in any such claim include both the Issuer and the Trustee and the Trustee shall have concluded that there may be legal defences available
to it which are different from or additional to those available to the Issuer, or the Trustee has concluded that there may be any other
actual or potential conflicting interests between the Issuer and the Trustee, the Trustee shall have the right to select separate counsel
and the Issuer shall be required to pay the fees and expenses of such separate counsel. Any settlement which affects the Trustee may not
be entered into without the written consent of the Trustee, unless the Trustee is given a full and unconditional release from liability
with respect to the claims covered thereby and such settlement does not include a statement or admission of fault, culpability or failure
to act by or on behalf of the Trustee. Neither the Issuer nor any Guarantor need pay for any settlement made without its consent, which
consent will not be unreasonably withheld.


 






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(c)          The
obligations of the Issuer and the Guarantors under this Section 7.06 will survive the satisfaction and discharge of this Senior Notes
Indenture.


 


(d)          To
secure the Issuer's and the Guarantors' payment obligations in this Section 7.06, the Trustee will have a Lien prior to the Senior
Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal of, premium on, if any, interest
or Additional Amounts, if any, on, particular Notes. Such Lien will survive the satisfaction and discharge of this Senior Notes Indenture.


 


(e)          When
the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(viii) hereof occurs,
the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute
expenses of administration under any Bankruptcy Law.


 


(f)           The
indemnity contained in this Section 7.06 shall survive the discharge or termination of this Senior Notes Indenture and shall continue
for the benefit of the Trustee or an Agent notwithstanding its resignation or retirement.


 


Section 7.07. Replacement
of Trustee. (a) A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon
the successor Trustee's acceptance of appointment as provided in this Section 7.07.


 


(b)          The
Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuer. The Holders of a
majority in aggregate principal amount of the then outstanding Senior Notes may remove the Trustee by so notifying the Trustee and the
Issuer in writing not less than 60 days prior to the effective date of such removal. The Issuer may remove the Trustee if:


 


(i)          the
Trustee fails to comply with Section 7.09 hereof;


 


(ii)         the
Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;


 


(iii)        a
custodian or public officer takes charge of the Trustee or its property; or


 


(iv)        the
Trustee becomes incapable of acting.


 


(c)          If
the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer will promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then
outstanding Senior Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer.


 






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(d)          If
a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, (i) the retiring Trustee,
the Issuer, or the Holders of at least 10% in aggregate principal amount of the then outstanding Senior Notes may petition any court of
competent jurisdiction for the appointment of a successor Trustee or (ii) the retiring Trustee may appoint a successor Trustee at
any time prior to the date on which a successor Trustee takes office, provided that such appointment shall be reasonably satisfactory
to the Issuer.


 


(e)          If
the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.09
hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.


 


(f)           A
successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon, the resignation
or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the
Trustee under this Senior Notes Indenture. The successor Trustee will mail a notice of its succession to Holders. The retiring Trustee
will promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have
been paid and subject to the Lien provided for in Section 7.06 hereof. The retiring Trustee shall have no responsibility or liability
for the action or inaction of the successor Trustee. Notwithstanding replacement of the Trustee pursuant to this Section 7.07, the
Issuer's obligations under Section 7.06 hereof will continue for the benefit of the retiring Trustee.


 


Section 7.08. Successor
Trustee by Merger, etc. If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate
trust business to, another corporation, the successor corporation without any further act will be the successor Trustee.


 


Section 7.09. Eligibility;
Disqualification. There will at all times be a Trustee hereunder that is a corporation organized and doing business under the laws
of England and Wales, or the United States of America or of any state thereof that is authorized under such laws to exercise corporate
trustee power and that is subject to supervision or examination by federal or state authorities.


 


Section 7.10. Agents.
(a) Resignation of Agents. Any Agent may resign and be discharged from its duties under this Senior Notes Indenture at any
time by giving thirty (30) days' prior written notice of such resignation to the Trustee and Issuer. The Trustee or Issuer may remove
any Agent at any time by giving thirty (30) days' prior written notice to any Agent. Upon such notice, a successor Agent shall be appointed
by the Issuer, who shall provide written notice of such to the Trustee. Such successor Agent shall become the Agent hereunder upon the
resignation or removal date specified in such notice. If the Issuer is unable to replace the resigning Agent within thirty (30) days after
such notice, the Agent may, in its sole discretion, deliver any funds then held hereunder in its possession to the Trustee, may appoint
a successor agent on the Issuer's behalf or may apply to a court of competent jurisdiction for the appointment of a successor Agent or
for other appropriate relief. The costs and expenses (including its counsels' fees and expenses) incurred by the Agent in connection with
such proceeding shall be paid by the Issuer. Upon receipt of the identity of the successor Agent, the Agent shall deliver any funds then
held hereunder to the successor Agent, less the Agent's fees, costs and expenses or other obligations owed to the Agent. Upon its resignation
and delivery any funds, the Agent shall be discharged of and from any and all further obligations arising in connection with this Senior
Notes Indenture, but shall continue to enjoy the benefit of Section 7.06 hereof.


 






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(b)          The
Agents shall act solely as agents of the Issuer and need have not concern for the interests of, or be under any fiduciary duty or other
obligation towards, or have any relationship of agency or trust to, the Holders, except as expressly stated elsewhere in this Senior Notes
Indenture.


 


Section 7.11. FATCA.
(a) Mutual Undertaking Regarding Information Reporting and Collection Obligations. Each Party shall, within ten business days
of a written request by another Party, supply to that other Party such forms, documentation and other information relating to it, its
operations, or the Senior Notes as that other Party reasonably requests for the purposes of that other Party's compliance with Applicable
Law and shall notify the relevant other Party reasonably promptly in the event that it becomes aware that any of the forms, documentation
or other information provided by such Party is (or becomes) inaccurate in any material respect; provided, however, that no Party shall
be required to provide any forms, documentation or other information pursuant to this (a) to the extent that: (i) any such form,
documentation or other information (or the information required to be provided on such form or documentation) is not reasonably available
to such Party and cannot be obtained by such Party using reasonable efforts; or (ii) doing so would or might in the reasonable opinion
of such Party constitute a breach of any: (a) Applicable Law; (b) fiduciary duty; or (c) duty of confidentiality. For purposes
of this (a), "Applicable Law" shall be deemed to include (i) any rule or practice of any Authority by which any Party
is bound or with which it is accustomed to comply; (ii) any agreement between any Authorities; and (iii) any agreement between
any Authority and any Party that is customarily entered into by institutions of a similar nature.


 


(b)          Notice
of Possible Withholding Under FATCA. The Issuer shall notify each Agent in the event that it determines that any payment to be made
by an Agent under the Senior Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that
is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided,
however, that the Issuer's obligation under this (b) shall apply only to the extent that such payments are so treated by virtue of
characteristics of the Issuer, the Senior Notes, or both.


 


(c)          Agent
Right to Withhold. Notwithstanding any other provision of this Senior Notes Indenture, each Agent shall be entitled to make a deduction
or withholding from any payment which it makes under the Senior Notes for or on account of any Tax, if and only to the extent so required
by Applicable Law, in which event the Agent shall make such payment after such deduction or withholding has been made and shall account
to the relevant Authority within the time allowed for the amount so deducted or withheld or, at its option, shall reasonably promptly
after making such payment return to the Issuer the amount so deducted or withheld, in which case, the Issuer shall so account to the relevant
Authority for such amount. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed to be required
by Applicable Law for the purposes of this (c). If such a withholding or deduction is so required, the Agent will not pay an additional
amount in respect of that withholding or deduction.


 






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(d)          Issuer
Right to Redirect. In the event that the Issuer determines in its sole discretion that any deduction or withholding for or on account
of any Tax will be required by Applicable Law in connection with any payment due to any of the Agents on any Senior Notes, then the Issuer
will be entitled to redirect or reorganize any such payment in any way that it sees fit in order that the payment may be made without
such deduction or withholding provided that, any such redirected or reorganized payment is made through a recognized institution of international
standing and otherwise made in accordance with this Senior Notes Indenture. The Issuer will promptly notify the Agents and the Trustee
of any such redirection or reorganization. For the avoidance of doubt, FATCA Withholding is a deduction or withholding which is deemed
to be required by Applicable Law for the purposes of this Section 7.11(d).


 


(e)          Instruction.
The Trustee and each Agent is entitled to do nothing, without liability, if conflicting, unclear or equivocal instructions are received
or in order to comply with any Applicable Law.


 


(f)           For
the purposes of Sections 7.11(a) through (e) above, the following definitions apply:


 


"Applicable Law" means
any law or regulation including, but not limited to: (i) any statute or regulation; (ii) any rule or practice of any Authority
by which any Party is bound or with which it is accustomed to comply; (iii) any agreement between any Authorities; and (iv) any
customary agreement between any Authority and any Party.


 


"Authority" means any
competent regulatory, prosecuting, Tax or governmental authority in any jurisdiction.


 


"FATCA Withholding" means
any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the Code, or any Taxes otherwise
imposed pursuant to sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof,
any intergovernmental agreements implementing the foregoing or any treaty, regulation or law implementing such intergovernmental agreement.


 


"Party" means each party
to this Senior Notes Indenture.


 


Article 8


 


LEGAL
DEFEASANCE AND COVENANT DEFEASANCE


 


Section 8.01. Option
to Effect Legal Defeasance or Covenant Defeasance. The Issuer may at any time, at the option of its Board of Directors evidenced by
a resolution set forth in an Officer's Certificate, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding
Senior Notes upon compliance with the conditions set forth below in this Article 8.


 






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Section 8.02. Legal
Defeasance and Discharge. (a) Upon the Issuer's exercise under Section 8.01 hereof of the option applicable to this Section 8.02,
the Issuer and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed
to have been discharged from their obligations with respect to all outstanding Senior Notes (including the Note Guarantees) on the date
the conditions set forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means
that the Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Senior
Notes (including the Note Guarantees), which will thereafter be deemed to be "outstanding" only for the purposes of Section 8.05
hereof and the other Sections of this Senior Notes Indenture referred to in Sections 8.05(a)(i) and (ii) below, and to have
satisfied all their other obligations under such Senior Notes, the Note Guarantees and this Senior Notes Indenture (and the Trustee, on
demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions
which will survive until otherwise terminated or discharged hereunder:


 


(i)          the
rights of Holders of outstanding Senior Notes to receive payments in respect of the principal of, or interest (including Additional Amounts)
or premium, if any, on, such Senior Notes when such payments are due from the trust referred to in Section 8.04 hereof;


 


(ii)         the
Issuer's obligations with respect to the Senior Notes under Article 2 and Section 4.02 hereof;


 


(iii)        the
rights, powers, trusts, duties and immunities of the Trustee and the Issuer's and the Guarantors' obligations in connection therewith;
and


 


(iv)        this
Article 8.


 


(b)          Subject
to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise
of its option under Section 8.03 hereof.


 


Section 8.03. Covenant
Defeasance. Upon the Issuer's exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer
and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from
each of their obligations under the covenants contained in Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.16, 4.20 and 4.21
hereof and Section 5.01(a)(iv) hereof with respect to the outstanding Senior Notes on and after the date the conditions set
forth in Section 8.04 hereof are satisfied (hereinafter, "Covenant Defeasance"), and the Senior Notes will thereafter
be deemed not "outstanding" for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences
of any thereof) in connection with such covenants, but will continue to be deemed "outstanding" for all other purposes hereunder
(it being understood that such Senior Notes will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance
means that, with respect to the outstanding Senior Notes and Note Guarantees, the Issuer and the Guarantors may omit to comply with and
will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly,
by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision
herein or in any other document and such omission to comply will not constitute a Default or an Event of Default under Section 6.01
hereof, but, except as specified above, the remainder of this Senior Notes Indenture and such Senior Notes and Note Guarantees will be
unaffected thereby. In addition, upon the Issuer's exercise under Section 8.01 hereof of the option applicable to this Section 8.03,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(a)(iii), 6.01(a)(iv), 6.01(a)(v), 6.01(a)(vi),
6.01(a)(vii) and 6.01(a)(viii) and (other than with respect to the Issuer) 6.01(a)(ix) hereof will not constitute Events
of Default.


 






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Section 8.04. Conditions
to Legal or Covenant Defeasance. (a) In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02
or 8.03 hereof:


 


(i)          the
Issuer must irrevocably deposit with the Trustee (or such entity designated by the Trustee for this purpose), in trust for the benefit
of the Holders, cash in U.S. dollars, non-callable U.S. dollar-denominated Government Securities or a combination of cash in U.S. dollars
and non-callable U.S. dollar-denominated Government Securities in amounts as will be sufficient, to pay the principal of, or interest
(including Additional Amounts and premium, if any) on the outstanding Senior Notes on the stated date for payment thereof or on the applicable
redemption date, as the case may be, and the Issuer must specify whether the Senior Notes are being defeased to such stated date for payment
or to a particular redemption date;


 


(ii)         in
the case of an election under Section 8.02 hereof, the Issuer must deliver to the Trustee an Opinion of Counsel reasonably acceptable
to the Trustee of United States counsel confirming that (a) the Issuer has received from, or there has been published by, the U.S.
Internal Revenue Service a ruling or (b) since the Issue Date, there has been a change in the applicable U.S. federal income tax
law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, the Holders of the outstanding Senior
Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject
to tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;


 


(iii)        in
the case of an election under Section 8.03 hereof, the Issuer must deliver to the Trustee an opinion reasonably acceptable to the
Trustee of United States counsel confirming that the Holders of the outstanding Senior Notes will not recognize income, gain or loss for
U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;


 


(iv)        the
Issuer must deliver to the Trustee an Officer's Certificate stating that the deposit was not made by the Issuer with the intent of preferring
the Holders over the other creditors of the Issuer or the Guarantors with the intent of defeating, hindering, delaying or defrauding any
creditors of the Issuer, the Guarantors or others; and


 


(v)         the
Issuer must deliver to the Trustee an Officer's Certificate and an Opinion of Counsel, subject to customary assumptions and qualifications,
each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.


 


(b)          In
connection with either a Legal Defeasance or a Covenant Defeasance, Section 7.06 hereof shall survive.


 






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Section 8.05. Deposited
Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. (a) Subject to Section 8.06
hereof, all money and non-callable U.S. dollar-denominated Government Securities (including the proceeds thereof) deposited with the Trustee
(or other qualifying trustee, collectively for purposes of this Section 8.05, the "Trustee") pursuant to Section 8.04
hereof in respect of the outstanding Senior Notes will be held in trust and applied by the Trustee, in accordance with the provisions
of such Senior Notes and this Senior Notes Indenture, to the payment, either directly or through any Paying Agent (including the Issuer
acting as Paying Agent) as the Trustee may determine, to the Holders of such Senior Notes of all sums due and to become due thereon in
respect of principal, premium, if any, interest and Additional Amounts, if any, but such money need not be segregated from other funds
except to the extent required by law and funds held by the Trustee will not be subject to the United Kingdom FCA Client Money Rules.


 


(b)          The
Issuer will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash, the non-callable
U.S. dollar-denominated Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Senior
Notes.


 


(c)          Notwithstanding
anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Issuer from time to time upon the request of the
Issuer any money, non-callable U.S. dollar-denominated Government Securities held by it as provided in Section 8.04 hereof which,
in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered
to the Trustee (which may be the opinion delivered under Section 8.04(i) hereof), are in excess of the amount thereof that would
then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.


 


Section 8.06. Repayment
to Issuer. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal
of, premium on, if any, interest or Additional Amounts, if any, on, any Senior Note and remaining unclaimed for two years after such principal,
premium, if any, interest or Additional Amounts, if any, has become due and payable shall be paid to the Issuer on its request or (if
then held by the Issuer) will be discharged from such trust; and the Holder of such Senior Note will thereafter be permitted to look only
to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability
of the Issuer as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required
to make any such repayment, may at the expense of the Issuer give notice to the Holders in accordance with Section 12.01 hereof that
such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification
or publication, any unclaimed balance of such money then remaining will be repaid to the Issuer.


 


Section 8.07. Reinstatement.
If the Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable U.S. dollar-denominated Government Securities in accordance
with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Issuer's and the Guarantors' obligations under this Senior Notes Indenture
and the Senior Notes and the Note Guarantees will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02
or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02
or 8.03 hereof, as the case may be; provided, however, that, if the Issuer makes any payment of principal of, premium on, if any, interest
or Additional Amounts, if any, on, any Senior Note following the reinstatement of its obligations, the Issuer will be subrogated to the
rights of the Holders of such Senior Notes to receive such payment from the money held by the Trustee or Paying Agent.


 






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Article 9


 


AMENDMENT,
SUPPLEMENT AND WAIVER


 


Section 9.01. Without
Consent of Holders of Senior Notes. (a) Notwithstanding Section 9.02 hereof, without the consent of any Holder of Senior
Notes, the Issuer, the Guarantors and the Trustee may amend or supplement this Senior Notes Indenture, the Senior Notes, the Note Guarantees
and the Subordination Deed (including any Additional Subordination Deed):


 


(i)          to
cure any ambiguity, defect or inconsistency;


 


(ii)         to
provide for uncertificated Senior Notes in addition to or in place of certificated Senior Notes;


 


(iii)        to
provide for the assumption of the Issuer's or a Guarantor's obligations to Holders and Note Guarantees in the case of a merger or consolidation
or sale of all or substantially all of the Issuer's or such Guarantor's assets, as applicable, or in the case of any Substitution;


 


(iv)        to
make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights
under this Senior Notes Indenture of any such Holder in any material respect;


 


(v)         to
conform the text of this Senior Notes Indenture, the Note Guarantees, or the Senior Notes to any provision of the "Description of
the Notes" section of the Offering Memorandum to the extent that such provision in such "Description of the Notes" section
of the Offering Memorandum was intended to be a verbatim recitation of a provision of this Senior Notes Indenture, the Note Guarantees
and the Senior Notes;


 


(vi)        to
release any Note Guarantee in accordance with the terms of this Senior Notes Indenture;


 


(vii)       to
provide for the issuance of Additional Senior Notes in accordance with the limitations set forth in this Senior Notes Indenture as of
the Issue Date;


 


(viii)      to
allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Senior Notes;


 


(ix)         to
provide for uncertificated Senior Notes in addition to or in place of certificated Senior Notes (provided that the uncertificated Senior
Notes are issued in registered form for purposes of Section 163(f) of the Code); or


 






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(x)          to
evidence and provide the acceptance of the appointment of a successor Trustee under this Senior Notes Indenture.


 


(b)          In
formulating its opinion on such matters, the Trustee shall be entitled to rely absolutely on such evidence as it deems appropriate, including
an Opinion of Counsel and an Officer's Certificate.


 


(c)          For
the avoidance of doubt, (i) no amendment to or deletion of, or actions taken in compliance with, the covenants contained in this
Senior Notes Indenture shall be deemed to impair or affect any rights of Holders to receive payment of principal of, or premium, if any,
or interest, on the Senior Notes; and (ii) it is understood and agreed that any amendment or waiver with respect to any matter described
in Sections 9.02(e)(i) through (vi) and 9.02(e)(viii) that by its terms applies to only the 2025 Senior Notes or the 2027
Senior Notes shall require the consent of Holders holding not less than 90% of the then-outstanding principal amount of the 2025 Senior
Notes or the 2027 Senior Notes, as applicable, in order for it to be binding on all Holders of the 2025 Senior Notes or the 2027 Senior
Notes, as applicable.


 


(d)          It
is not necessary for the consent of the Holders of Senior Notes under Section 9.02 hereof to approve the particular form of any proposed
amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof.


 


(e)          Upon
the written request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended
or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will join
with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Senior Notes Indenture
and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to
enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Senior Notes Indenture
or otherwise.


 


Section 9.02. With
Consent of Holders of Senior Notes. (a) Except as provided below in this Section 9.02, this Senior Notes Indenture (including,
without limitation, Section 3.10, Section 4.10 and Section 4.13 hereof), the Senior Notes, the Note Guarantees and the
Subordination Deed (including any Additional Subordination Deed) may be amended or supplemented with the consent of the Holders of at
least a majority in aggregate principal amount of the Senior Notes then outstanding (including, without limitation, Additional Senior
Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender
offer or exchange offer for, Senior Notes), and, subject to Section 6.04 and Section 6.07 hereof, any existing Default or Event
of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, interest or Additional Amounts,
if any, on, the Senior Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any
provision of this Senior Notes Indenture, the Senior Notes, the Note Guarantees and the Subordination Deed (including any Additional Subordination
Deed) may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Senior Notes (including,
without limitation, Additional Senior Notes, if any) voting as a single class (including, without limitation, consents obtained in connection
with a purchase of, or tender offer or exchange offer for, Senior Notes); provided that, if any amendment, supplement, waiver or
other modification will only affect one series of the Senior Notes, only the consent of a majority in principal amount of the then outstanding
Senior Notes of such series shall be required. Section 2.08 hereof shall determine which Senior Notes are considered to be "outstanding"
for purposes of this Section 9.02.


 






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(b)          Upon
the written request of the Issuer accompanied by a resolution of its Board of Directors authorizing the execution of any such amended
or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders
of Senior Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02 hereof, the Trustee will
join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental
indenture directly affects the Trustee's own rights, duties, liabilities or immunities under this Senior Notes Indenture or otherwise,
in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Senior Notes Indenture.


 


(c)          It
is not necessary for the consent of the Holders of Senior Notes under this Section 9.02 to approve the particular form of any proposed
amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof.


 


(d)          After
an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer will mail to the Holders of Senior Notes
affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any
defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject
to Section 6.04 and Section 6.07 hereof, the Holders of a majority in aggregate principal amount of the Senior Notes then outstanding
voting as a single class may waive compliance in a particular instance by the Issuer with any provision of this Senior Notes Indenture,
the Senior Notes, the Note Guarantees and the Subordination Deed (including any Additional Subordination Deed).


 


(e)          Unless
consented to by the Holders of at least 90% of the aggregate principal amount of then outstanding Senior Notes (or if any amendment, supplement,
waiver or other modification will only amend, supplement, waive or modify one series of the Senior Notes, only with the consent of Holders
holding not less than 90% of the then outstanding aggregate principal amount of Senior Notes of such series) (including, without limitation,
Additional Senior Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, Senior Notes), without the consent of each Holder affected, an amendment, supplement or waiver
or other modification under this Section 9.02 may not (with respect to any Senior Notes held by a non-consenting Holder):


 


(i)          reduce
the percentage of principal amount of Senior Notes whose Holders must consent to an amendment, supplement or waiver;


 


(ii)         reduce
the principal of or change the fixed maturity of any Senior Note or alter the provisions with respect to the redemption of the Senior
Notes (except as provided above with respect to Sections 4.10 and 4.13 hereof);


 






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(iii)        reduce
the rate of or change the time for payment of interest, including default interest, on any Senior Note;


 


(iv)        impair
the right of any Holder to institute suit for the enforcement of any payment of principal of and interest or Additional Amounts (if any)
on such Holder's Notes or the associated Note Guarantee on or after the due dates therefore;


 


(v)         waive
a Default or Event of Default in the payment of principal of, or interest, Additional Amounts or premium, if any, on, the Senior Notes
(except pursuant to a rescission of acceleration of the Senior Notes by the Holders of at least a majority in aggregate principal amount
of the then outstanding Senior Notes and a waiver of the Payment Default that resulted from such acceleration);


 


(vi)        make
any Senior Note payable in money other than that stated in Senior Notes;


 


(vii)       make
any change in the provisions of this Senior Notes Indenture relating to waivers of past Defaults or the rights of Holders to receive payments
of principal of, or interest, Additional Amounts or premium, if any, on, the Senior Notes;


 


(viii)      waive
a redemption payment with respect to any Senior Note (other than a payment required by Sections 4.10 and 4.13 hereof);


 


(ix)         release
any Guarantor from any of its obligations under its Note Guarantee or this Senior Notes Indenture, except in accordance with the terms
of this Senior Notes Indenture; or


 


(x)          make
any change in the preceding amendment and waiver provisions.


 


(f)           Any
amendment, supplement, waiver or other modification consented to by at least 90% of the aggregate principal amount of the then outstanding
Senior Notes (or if any amendment, supplement, waiver or other modification will only amend, supplement, waive or modify one series of
the Senior Notes, only with the consent of Holders holding not less than 90% of the then outstanding aggregate principal amount of Senior
Notes of such series) will be binding against any non-consenting Holders.


 


Section 9.03. Revocation
and Effect of Consents. Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Senior Note is
a continuing consent by the Holder of a Senior Note and every subsequent Holder of a Senior Note or portion of a Senior Note that evidences
the same debt as the consenting Holder's Note, even if notation of the consent is not made on any Senior Note. However, any such Holder
of a Senior Note or subsequent Holder of a Senior Note may revoke the consent as to its Note if the Trustee receives written notice of
revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective
in accordance with its terms and thereafter binds every Holder.


 






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Section 9.04. Notation
on or Exchange of Senior Notes. (a) The Trustee may place an appropriate notation about an amendment, supplement or waiver on
any Senior Note thereafter authenticated. The Issuer in exchange for all Senior Notes may issue and the Trustee shall, upon receipt of
an Authentication Order, authenticate or cause the Authenticating Agent to authenticate the new Notes that reflect the amendment, supplement
or waiver.


 


(b)          Failure
to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver.


 


Section 9.05. Trustee
to Sign Amendments, etc. The Trustee will sign any amended or supplemental indenture authorized pursuant to this Article 9
if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer may
not sign an amended or supplemental indenture until the Board of Directors of the Issuer approves it. In executing any amended or supplemental
indenture, the Trustee will be entitled to receive and (subject to Section 7.01 hereof) will be fully protected in relying upon,
an Officer's Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized
or permitted by this Senior Notes Indenture and that such supplemental indenture constitutes the legal, valid and binding obligation of
the Issuer and the Guarantors, subject to customary exceptions.


 


Article 10


 


NOTE
GUARANTEES


 


Section 10.01. Guarantee.
(a) Subject to this Article 10, each of the Issuer and the Guarantors hereby, jointly and severally, unconditionally guarantees
to each Holder of a Senior Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective
of the validity and enforceability of this Senior Notes Indenture, the Senior Notes or the obligations of the Issuer hereunder or thereunder,
that:


 


(i)          the
principal of, premium on, if any, interest and Additional Amounts, if any, on, the Senior Notes will be promptly paid in full when due,
whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium on, if any, interest
and Additional Amounts, if any, on, the Senior Notes, if lawful, and all other obligations of the Issuer to the Holders or the Trustee
hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and


 


(ii)         in
case of any extension of time of payment or renewal of any Senior Notes or any of such other obligations, that same will be promptly paid
in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or
otherwise.


 


Failing payment when due of
any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated
to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.


 






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(b)          The
Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability
of the Senior Notes or this Senior Notes Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder
of the Senior Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce
the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defence of a guarantor. Each Guarantor
hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the
Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant that this
Note Guarantee will not be discharged except by complete performance of the obligations contained in the Senior Notes and this Senior
Notes Indenture.


 


(c)          If
any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator
or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid by either to the Trustee or such
Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.


 


(d)          Each
Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the
one hand, and the Holders and the Trustee, on the other hand,


 


(i)          the
maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby;
and


 


(ii)         in
the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not
due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will have
the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders
under the Note Guarantee.


 


Section 10.02. Limitation
on Guarantor Liability. Each Guarantor, and by its acceptance of Senior Notes, each Holder, hereby confirms that it is the intention
of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance, for purposes of Bankruptcy
Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar national, federal, local or state law or
voidable preference, financial assistance or improper corporate benefit, or violate the corporate purpose of the relevant Guarantor or
any applicable capital maintenance or similar laws or regulations affecting the rights of creditors generally under any applicable law
or regulation to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the
Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving
effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and
after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor
in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its
Note Guarantee not constituting either a fraudulent transfer or conveyance or voidable preference, financial assistance or improper corporate
benefit, or violating the corporate purpose of the relevant Guarantor or any applicable capital maintenance or similar laws or regulations
affecting the rights of creditors generally under any applicable law or regulation.


 






    	 	- 122 -	 



     


    

 


Section 10.03. [Reserved]


 


Section 10.04. [Reserved]


 


Section 10.05. Releases.
(a) The Note Guarantee of a Guarantor will be automatically released and discharged without any further action by the Issuer, the
relevant Guarantor or the Trustee and such Guarantor's obligations under the Note Guarantee and this Senior Notes Indenture will automatically
terminate and be of no further force and effect:


 


(i)          in
connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger,
consolidation, amalgamation or combination) to a Person that is not (either before or after giving effect to such transaction) the Issuer
or a Restricted Subsidiary, provided, that the sale or other disposition does not violate Section 4.10 hereof;


 


(ii)         in
connection with any sale or other disposition of Capital Stock of that Guarantor (or Capital Stock of any Parent Holdco of such Guarantor
(other than the Issuer or any Parent Holdco of the Issuer)) to a Person that is not (either before or after giving effect to such transaction)
the Issuer or a Restricted Subsidiary, provided, that the sale or other disposition does not violate Section 4.10 hereof and the
Guarantor ceases to be a Restricted Subsidiary as a result of the sale or other disposition;


 


(iii)        if
the Issuer designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.16
hereof;


 


(iv)        upon
a Legal Defeasance or Covenant Defeasance as provided for in Article 8 hereof or satisfaction and discharge of this Senior Notes
Indenture as provided for in Article 11 hereof ;


 


(v)         upon
the full and final payment of the Senior Notes and performance of all Obligations of the Issuer and the Guarantors under this Senior Notes
Indenture and the Senior Notes;


 


(vi)        as
described under Section 9.02 hereof;


 


(vii)       with
respect to an additional Note Guarantee given under Section 4.14 hereof, upon release of the guarantee that gave rise to the requirement
to issue such additional guarantee so long as no Default or Event of Default would arise as a result thereof and no other Indebtedness
that would give rise to an obligation to give an additional Note Guarantee is at that time guaranteed by the relevant Guarantor;


 






    	 	- 123 -	 



     


    

 


(viii)      as
a result of a transaction permitted or not prohibited by Section 5.01 hereof; or


 


(ix)         as
part of a Permitted Reorganization.


 


(b)          Upon
any occurrence giving rise to a release of a Note Guarantee, as specified above, the Trustee, subject to receipt of an Officer's Certificate
and an Opinion of Counsel from the Issuer and/or Guarantor will execute any documents reasonably required in order to evidence or effect
such release, discharge and termination in respect of such Note Guarantee. Neither the Issuer, the Trustee nor any Guarantor will be required
to make a notation on the Senior Notes to reflect any such release, discharge or termination.


 


(c)          Any
Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the
full amount of principal of, premium on, if any, interest and Additional Amounts, if any, on, the Senior Notes and for the other obligations
of any Guarantor under this Senior Notes Indenture as provided in this Article 10.


 


Article 11


 


SATISFACTION
AND DISCHARGE


 


Section 11.01. Satisfaction
and Discharge. (a) This Senior Notes Indenture will be discharged and will cease to be of further effect as to all Senior Notes
of the applicable series issued hereunder, when:


 


(i)          either:


 


(A)          all
Senior Notes of the applicable series that have been authenticated and delivered, except lost, stolen or destroyed Senior Notes that have
been replaced or paid and Senior Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuer or discharged
from such trust as provided for in this Senior Notes Indenture, have been delivered to the Trustee for cancellation; or


 


(B)          all
Senior Notes of the applicable series that have not been delivered to the Principal Paying Agent for cancellation have become due and
payable by reason of the publication of a notice of redemption by the Principal Paying Agent in the name, and at the expense, of the Issuer
or otherwise or will become due and payable within one year and the Issuer or any Guarantor has irrevocably deposited or caused to be
deposited with the Trustee (or such other entity designated by the Trustee for this purpose) as trust funds in trust solely for the benefit
of the holders, cash in euro, non-callable U.S. dollar-denominated Government Securities or a combination of cash in U.S. dollar and non-callable
euro-denominated Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay
and discharge the entire Indebtedness on the Senior Notes of the applicable series not delivered to the Principal Paying Agent for cancellation
for principal, premium and Additional Amounts, if any, and accrued interest to the date of maturity or redemption;


 


(ii)         the
Issuer or any Guarantor has paid or caused to be paid all sums payable by the Issuer and the Guarantors under this Senior Notes Indenture;
and


 






    	 	- 124 -	 



     


    

 


(iii)        the
Issuer has delivered irrevocable instructions to the Trustee under this Senior Notes Indenture to apply the deposited money toward the
payment of the Senior Notes at maturity or on the redemption date, as the case may be.


 


In addition, the Issuer must
deliver an Officer's Certificate and an opinion of independent counsel to the Trustee stating that all conditions precedent in this Senior
Notes Indenture relating to satisfaction and discharge of this Senior Notes Indenture have been satisfied such satisfaction and discharge
will not result in a breach or violation of, or constitute a default under, this Senior Notes Indenture; provided that any such counsel
may rely on any Officer's Certificate as to matters of fact (including as to compliance with the Sections 11.01(a)(i) through 11.01(a)(iii) hereof).


 


(b)          Notwithstanding
the satisfaction and discharge of this Senior Notes Indenture, if money has been deposited with the Trustee pursuant to Section 11.01(a)(i)(B) hereof,
the provisions of Sections 11.02 and 8.06 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge
those provisions of Section 7.06 hereof, that, by their terms, survive the satisfaction and discharge of this Senior Notes Indenture.


 


(c)          If
requested in writing by the Issuer in the Officer’s Certificate that accompanies any Satisfaction and Discharge deposit, the Trustee
or Paying Agent may distribute any amounts deposited in trust to Holders of the Senior Notes prior to maturity or the redemption date,
as the case may be.


 


Section 11.02. Application
of Trust Money. Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01
hereof shall be held in trust and applied by it, in accordance with the provisions of the Senior Notes and this Senior Notes Indenture,
to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine,
to the Persons entitled thereto, of the principal of, premium on, if any, interest and Additional Amounts, if any, for whose payment such
money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law
and funds held by the Trustee will not be subject to the United Kingdom FCA Client Money Rules.


 


If the Trustee or Paying Agent
is unable to apply any money or Government Securities in accordance with Section 11.01 hereof by reason of any legal proceeding or
by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application,
the Issuer's and any Guarantor's obligations under this Senior Notes Indenture and the Senior Notes shall be revived and reinstated as
though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Issuer has made any payment of principal of,
premium on, if any, interest and Additional Amounts, if any, on, the Senior Notes because of the reinstatement of its obligations, the
Issuer shall be subrogated to the rights of the Holders of such Senior Notes to receive such payment from the money or Government Securities
held by the Trustee or Paying Agent.


 






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Article 12


 


MISCELLANEOUS


 


Section 12.01. Notices.
(a) Any notice or communication by the Issuer, any Guarantor or the Trustee to the others is duly given if in writing and delivered
in Person or mailed by first class mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier
guaranteeing next day delivery, to the others' address:


 


If to the Issuer and/or any
Guarantor:


 


IHS Netherlands Holdco B.V.


Haagsche Hof


Parkstraat 83, 2514 JG


The Hague, The Netherlands


Attention: Chief Executive
Officer


 


If to the Trustee:


 


Citibank N.A., London Branch


Citigroup Centre


25 Canada Square


Canary Wharf


London E14 5LB


United Kingdom


Facsimile No.: +44 20 7500
5877


Attention: The Trustee Directors,
Agency & Trust


 


(b)          The
Issuer, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices
or communications.


 


(c)          All
notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if
transmitted by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing
next day delivery.


 


(d)          All
notices to the Holders (while any Senior Notes are represented by one or more Global Notes) shall be delivered to DTC, Euroclear and Clearstream,
as applicable for communication to entitled account Holders. If publication as provided above is not practicable, notice will be given
in such other manner, and shall be deemed to have been given on such date, as the Trustee may approve. In the case of Definitive Registered
Notes, notices will be mailed to Holders by first-class mail at their respective addresses as they appear on the records of the Registrar,
unless stated otherwise in the register kept by, and at the registered office of the Issuer.


 


(e)          Notices
given by publication will be deemed given on the first date on which publication is made. Notices delivered to DTC, Euroclear and Clearstream
will be deemed given on the date when delivered. Notices given by first class mail, postage paid, will be deemed given five calendar days
after mailing whether or not the addressee receives it.


 






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(f)           If
a notice or communication is mailed or published in the manner provided above within the time prescribed, it is duly given, whether or
not the addressee receives it.


 


(g)          If
the Issuer or any Guarantor mails a notice or communication to Holders or delivers a notice or communication to holders of Book-Entry
Interests, it will mail a copy to the Trustee and each Agent at the same time.


 


All notices will be given
in the English language.


 


Section 12.02. Certificate
and Opinion as to Conditions Precedent. Upon any request or application by the Issuer to the Trustee to take any action under this
Senior Notes Indenture, the Issuer shall furnish to the Trustee:


 


(i)          an
Officer's Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 12.03
hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Senior Notes
Indenture relating to the proposed action have been satisfied; and


 


(ii)         an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 12.03
hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.


 


Section 12.03. Statements
Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for
in this Senior Notes Indenture shall include:


 


(i)          a
statement that the Person making such certificate or opinion has read such covenant or condition;


 


(ii)         a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such
certificate or opinion are based;


 


(iii)        a
statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her
to express an informed opinion as to whether or not such covenant or condition has been satisfied; and


 


(iv)        a
statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.


 


Section 12.04. Rules by
Trustee and Agents. The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent
may make reasonable rules and set reasonable requirements for its functions.


 






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Section 12.05. No
Personal Liability of Directors, Officers, Employees and Stockholders. No director, officer, employee, incorporator or stockholder
of the Issuer or any Guarantor, as such, will have any liability for any obligations of the Issuer or the Guarantors under the Senior
Notes, this Senior Notes Indenture, the Note Guarantees, the Subordination Deed or any Additional Subordination Deed or for any claim
based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Senior Note waives and releases
all such liability. The waiver and release are part of the consideration for issuance of the Senior Notes. The waiver may not be effective
to waive liabilities under applicable securities laws.


 


Section 12.06. Agent
for Service; Submission to Jurisdiction; Waiver of Immunities. Each of the parties hereto irrevocably agrees that any suit, action
or proceeding arising out of, related to, or in connection with this Senior Notes Indenture, the Senior Notes and the Note Guarantees
or the transactions contemplated hereby, and any action arising under U.S. federal or state securities laws, may be instituted in any
U.S. federal or state court located in the State and City of New York, Borough of Manhattan; irrevocably waives, to the fullest extent
it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding; and irrevocably
submits to the jurisdiction of such courts in any such suit, action or proceeding. The Issuer and each of the Guarantors hereby appoints
CT Corporation System, 111 Eighth Avenue, New York, New York 10011, United States of America as its authorized agent upon whom process
may be served in any such suit, action or proceeding which may be instituted in any federal or state court located in the State of New
York, Borough of Manhattan arising out of or based upon this Senior Notes Indenture, the Senior Notes, the purchase agreement dated September 10,
2019 with respect to the Initial Senior Notes or the transactions contemplated hereby or thereby, and any action brought under U.S. federal
or state securities laws (the "Authorized Agent"). The Issuer and each of the Guarantors expressly consents to the exclusive
jurisdiction of any such court in respect of any such action and waives any other requirements of or objections to personal jurisdiction
with respect thereto and waives any right to trial by jury. Such appointment shall be irrevocable unless and until replaced by an agent
reasonably acceptable to the Trustee. The Issuer and each of the Guarantors represents and warrants that the Authorized Agent has agreed
to act as said agent for service of process, and the Issuer agrees to take any and all action, including the filing of any and all documents
and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the
Authorized Agent and written notice of such service to the Issuer shall be deemed, in every respect, effective service of process upon
the Issuer and any Guarantor.


 


Section 12.07. Governing
Law. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SENIOR NOTES INDENTURE, THE SENIOR NOTES AND
THE NOTE GUARANTEES.


 


Section 12.08. No
Adverse Interpretation of Other Agreements. This Senior Notes Indenture may not be used to interpret any other indenture, loan or
debt agreement of the Issuer, any Guarantor or any of their respective Subsidiaries or of any other Person. Any such indenture, loan or
debt agreement may not be used to interpret this Senior Notes Indenture.


 


Section 12.09. Successors.
All agreements of the Issuer in this Senior Notes Indenture and the Senior Notes will bind its successors. All agreements of the Trustee
in this Senior Notes Indenture will bind its successors. All agreements of each Guarantor in this Senior Notes Indenture will bind its
successors, except as otherwise provided in Section 10.05 hereof.


 






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Section 12.10. Severability.
In case any provision in this Senior Notes Indenture or in the Senior Notes is invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions will not in any way be affected or impaired thereby.


 


Section 12.11. Counterpart
Originals. The parties may sign any number of copies of this Senior Notes Indenture. Each signed copy will be an original, but all
of them together represent the same agreement.


 


Section 12.12. Table
of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Senior
Notes Indenture have been inserted for convenience of reference only, are not to be considered a part of this Senior Notes Indenture and
will in no way modify or restrict any of the terms or provisions hereof.


 


Section 12.13. Judgment
Currency. Any payment on account of an amount that is payable in euro which is made to or for the account of any Holder or the Trustee
in lawful currency of any other jurisdiction (the "Judgment Currency"), whether as a result of any judgment or order
or the enforcement thereof or the liquidation of the Issuer or any Guarantor, shall constitute a discharge of the Issuer or the Guarantor's
obligation under this Senior Notes Indenture and the Senior Notes or Note Guarantee, as the case may be, only to the extent of the amount
of U.S. dollars that such Holder or the Trustee, as the case may be, could purchase in the London foreign exchange markets with the amount
of the Judgment Currency in accordance with normal banking procedures at the rate of exchange prevailing on the first Business Day following
receipt of the payment in the Judgment Currency. If the amount of U.S. dollars that could be so purchased is less than the amount of U.S.
dollars that is originally due to such Holder or the Trustee, as the case may be, the Issuer and the Guarantors shall indemnify and hold
harmless the Holder or the Trustee, as the case may be, from and against all loss or damage arising out of, or as a result of, such deficiency.
This indemnity shall constitute an obligation separate and independent from the other obligations contained in this Senior Notes Indenture
or the Senior Notes, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted
by any Holder or the Trustee from time to time and shall continue in full force and effect notwithstanding any judgment or order for a
liquidated sum in respect of an amount due hereunder or under any judgment or order.


 


Section 12.14. Prescription.
Claims against the Issuer or any Guarantor for the payment of principal or Additional Amounts, if any, on the Senior Notes will be prescribed
ten years after the applicable due date for payment thereof. Claims against the Issuer or any Guarantor for the payment of interest on
the Senior Notes will be prescribed six years after the applicable due date for payment of interest.


 


Section 12.15. Additional
Information. Upon written request by any Holder or holder of a Book-Entry Interest to the Issuer at the address set out in Section 12.01
hereof, the Issuer will mail or cause to be mailed, by first class mail, to such Holder or holder (at the expense of the Issuer) a copy
of this Senior Notes Indenture, the form of Senior Note, the Subordination Deed and any Additional Subordination Deed.


 






    	 	- 129 -	 



     


    

 


[Signatures on following pages]


 






    	 	- 130 -	 



     


    

 


IN WITNESS HEREOF, the parties
have caused this Senior Notes Indenture to be duly executed as of the date first written above.


 


	 	IHS Netherlands Holdco B.V.
	 	 	 
	 	 	 
		By	 
	 	 	Title:
	 	 	 
	 	 	 
		By	 
	 	 	Title:



 


(Signature
Page to Senior Notes Indenture)


 






     


     


    

 


	 	IHS Netherlands NG1 B.V.
	 	 	 
	 	 	 
		By	 
	 	 	Title:
	 	 	 
	 	 	 
		By	 
	 	 	Title:


 


(Signature
Page to Senior Notes Indenture)


 






     


     


    

 


	 	IHS Netherlands NG2 B.V.
	 	 	 
	 	 	 
		By	 
	 	 	Title:
	 	 	 
	 	 	 
		By	 
	 	 	Title:


 


(Signature
Page to Senior Notes Indenture)


 






     


     


    

 


	 	IHS Nigeria Limited
	 	 	 
	 	 	 
		By	 
	 	 	Title:
	 	 	 
	 	 	 
		By	 
	 	 	Title:


 


(Signature
Page to Senior Notes Indenture)


 






     


     


    





 


	 	IHS Towers NG Limited
	 	 
	 	By 	 
	 	 	Title:
	 	 
	 	By 	 
	 	 	Title:



 


(Signature
Page to Senior Notes Indenture)


 






     


     


    

 


	 	Nigeria Tower Interco B.V.
	 	 
	 	 
	 	By 	 
	 	 	Title:
	 	 
	 	By 	 
	 	 	Title:



 


(Signature
Page to Senior Notes Indenture)


 






     


     


    

 


	 	INT Towers Limited
	 	 
	 	By 	 
	 	 	Title:
	 	 
	 	By 	 
	 	 	Title:



 


(Signature
Page to Senior Notes Indenture)


 






     


     


    

 




	 	CITIBANK, N.A., LONDON BRANCH, as Trustee
	 	 
	 	By 	 
	 	 	Name:
	 	 	Title:
	 	 
	 	CITIBANK, N.A., LONDON BRANCH, as Principal Paying Agent and Transfer Agent
	 	 
	 	By 	 
	 	 	Name:
	 	 	Title:
	 	 
	 	CITIBANK, N.A., LONDON BRANCH, as Registrar
	 	 
	 	By 	 
	 	 	Name:
	 	 	Title:



 


(Signature
Page to Senior Notes Indenture)


 



     


     


    




 


Exhibit A 


FORM OF GLOBAL NOTES


 


[Face of Note]


 


ISIN:
[US44963LAB27]1[US44963LAC00]2[XS2051105778]3[XS2051106073]4


 


CUSIP:
[44963L AB2]5[44963L AC0]6


 


COMMON
CODE: [205110577]7[205110607]8


 


[7.125%
Senior Notes due 2025]9[8.000% Senior Notes due 2027]10


 


	No. __________	$_________________


 


IHS NETHERLANDS HOLDCO B.V.


 


promises to pay to _____________ or registered
assigns,


 


the
principal sum of ______________________________________U.S. DOLLARS or such greater or lesser amount as indicated in the schedule of
Exchanges of Interests in the Global Note on September 18, [2025]11[2027.]12


 


Interest Payment Dates: March 18 and September 18


 


Record Dates: March 3 and September 3


 








 



1 Include for Rule 144A 2025 Senior Notes


2
Include for Rule 144A 2027 Senior Notes


3
Include for Regulation S 2025 Senior Notes


4
Include for Regulation S 2027 Senior Notes


5
Include for Rule 144A 2025 Senior Notes


6
Include for Rule 144A 2027 Senior Notes


7
Include for Regulation S 2025 Senior Notes


8
Include for Regulation S 2027 Senior Notes


9
Include for 2025 Senior Notes


10
Include for 2027 Senior Notes


11
Include for 2025 Senior Notes


12
Include for 2027 Senior Notes



 



    Exh A-1


     


    




 


IN WITNESS WHEREOF, the Issuer
has caused this Senior Note to be signed manually or by facsimile by the duly authorized officer referred to below.


 


	 	IHS NETHERLANDS HOLDCO B.V.
	 	 
	 	By 	 
	 	 	Name:
	 	 	Title:



 



    Exh A-2


     


    




 


This is one of the Senior Notes referred to 


in the within-mentioned Senior Notes Indenture:


 


CITIBANK, N.A., LONDON BRANCH


 


not in its personal capacity but in its capacity
as 


Senior Notes Trustee,


 


	By: 	 	 
	 	Authorized Signatory	 



 






    Exh A-3


     


    

 


[Back of Note]


 


[7.125%
Senior Notes due 2025]13 [8.000% Senior Notes due 2027]14


 


[Insert the Global Note Legend, if applicable
pursuant to the provisions of the Senior Notes Indenture]


 


[Insert the Private Placement Legend, if applicable
pursuant to the provisions of the Senior Notes Indenture]


 


Capitalized terms used herein
have the meanings assigned to them in the Senior Notes Indenture referred to below unless otherwise indicated.


 


(1)            [INTEREST.
IHS Netherlands Holdco B.V., a private limited liability company incorporated under the laws of the Netherlands, having its registered
office at Haagsche Hof, Parkstraat 83, 2514 JG, The Hague, The Netherlands, registered with the Dutch trade register under number 66017912
(the "Issuer"), promises to pay or cause to be paid interest on the principal amount of this 2025 Senior Note at 7.125%
per annum from [                      ]
until maturity. The Issuer will pay interest semi-annually in arrears on March 18 and September 18 of each year, or if any such
day is not a Business Day, on the next succeeding Business Day (each, an "Interest Payment Date"). Interest on the 2025
Senior Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of
issuance; provided that if there is no existing Default in the payment of interest, and if this 2025 Senior Note is authenticated between
a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding
Interest Payment Date; provided further that the first Interest Payment Date shall be [                      ].
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 2025 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 periods), at the same rate to the extent lawful. Interest will be computed on
the basis of a 360-day year comprised of twelve 30-day months.]15


 


[INTEREST. IHS Netherlands Holdco B.V.,
a private limited liability company incorporated under the laws of the Netherlands, having its registered office at Haagsche Hof, Parkstraat
83, 2514 JG, The Hague, The Netherlands, registered with the Dutch trade register under number 66017912 (the "Issuer"),
promises to pay or cause to be paid interest on the principal amount of this 2027 Senior Note at 8.000% per annum from [                      ]
until maturity. The Issuer will pay interest semi-annually in arrears on March 18 and September 18 of each year, or if any such
day is not a Business Day, on the next succeeding Business Day (each, an "Interest Payment Date"). Interest on the 2027
Senior Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of
issuance; provided that if there is no existing Default in the payment of interest, and if this 2027 Senior Note is authenticated between
a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding
Interest Payment Date; provided further that the first Interest Payment Date shall be [                      ].
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 2027 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 periods), at the same rate to the extent lawful. Interest will be computed on
the basis of a 360-day year comprised of twelve 30-day months.]16


 





 






13
Include for 2025 Senior Notes


14
Include for 2027 Senior Notes


15
Include for 2025 Senior Notes



 






    Exh A-4


     


    

 


(2)            METHOD
OF PAYMENT. The Issuer will pay interest on the [2025]17[2027]18
Senior Notes (except defaulted interest) to the Persons who are registered Holders of [2025]19[2027]20
Senior Notes at the close of business on March 3 and September 3 preceding the next Interest Payment Date, even
if such [2025]21[2027]22
Senior Notes are cancelled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12
of the Senior Notes Indenture with respect to defaulted interest. The [2025]23[2027]24
Senior Notes will be payable as to principal, premium, if any, interest and Additional Amounts, if any, through the Paying
Agent as provided in the Senior Notes Indenture or, at the option of the Issuer, payment of interest and Additional Amounts, if any,
may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer
of immediately available funds will be required with respect to principal of and interest, premium and Additional Amounts, if any, on,
all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Issuer or the Paying Agent.
Such payment shall be made in U.S. dollars.


 


(3)            PAYING
AGENT, REGISTRAR AND TRANSFER AGENT. Initially, Citibank N.A., London Branch will act as Principal Paying Agent and Transfer Agent.
Citibank N.A., London Branch will act as Registrar. The Issuer may change the Paying Agent, the Registrar or the Transfer Agent without
prior written notice to the holders. For so long as the [2025]25[2027]26
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.


 





 






16
Include for 2027 Senior Notes


17
Include for 2025 Senior Notes


18
Include for 2027 Senior Notes


19
Include for 2025 Senior Notes


20
Include for 2027 Senior Notes


21
Include for 2025 Senior Notes


22
Include for 2027 Senior Notes


23
Include for 2025 Senior Notes


24
Include for 2027 Senior Notes


25
Include for 2025 Senior Notes


26
Include for 2027 Senior Notes



 






    Exh A-5


     


    

 


(4)            SENIOR
NOTES INDENTURE. The Issuer issued the [2025]27[2027]28
Senior Notes under a Senior Notes Indenture dated as of September 18, 2019 (the "Senior Notes Indenture")
between the Issuer, the Guarantors, Citibank N.A., London Branch as Trustee, Citibank N.A., London Branch as Principal Paying Agent and
Transfer Agent and Citibank N.A., London Branch as Registrar. The [2025]29[2027]30
Senior Notes are subject to all such terms, and Holders are referred to the Senior Notes Indenture for a statement of such
terms. To the extent any provision of this [2025]31[2027]32
Senior Note conflicts with the express provisions of the Senior Notes Indenture, the provisions of the Senior Notes Indenture
shall govern and be controlling.


 


(5)            OPTIONAL
REDEMPTION.


 


(a)            At
any time prior to September 18, [2021]33[2022]34,
the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of the [2025]35[2027]36
Senior Notes issued under the 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%,]37[108.000%]38
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 [2025]39[2027]40
Senior Notes 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 Issuer or any Equity Offering of IHS Holding Limited or any Parent Holdco of the Issuer (any of
them, an "IPO Entity") to the extent the proceeds from such Equity Offering are contributed to the Issuer's common equity
capital or are paid to the Issuer as consideration for the issuance of ordinary shares of the Issuer or as Subordinated Shareholder Debt
(in each case, excluding proceeds from any Parent RCF Contribution); provided that:


 





 






27
Include for 2025 Senior Notes


28
Include for 2027 Senior Notes


29
Include for 2025 Senior Notes


30
Include for 2027 Senior Notes


31
Include for 2025 Senior Notes


32
Include for 2027 Senior Notes


33
Include for 2025 Senior Notes


34
Include for 2027 Senior Notes


35
Include for 2025 Senior Notes


36
Include for 2027 Senior Notes


37
Include for 2025 Senior Notes


38
Include for 2027 Senior Notes


39
Include for 2025 Senior Notes


40
Include for 2027 Senior Notes



 






    Exh A-6


     


    

 


		(1)	at
least 50% of the aggregate principal amount of the [2025]41[2027]42
Senior Notes being redeemed originally issued under the Senior Notes Indenture (excluding [2025]43[2027]44
Senior Notes held by the Issuer and its Subsidiaries and their respective Affiliates) remain outstanding immediately after
the occurrence of such redemption; and



 


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



 


(b)            At
any time prior to September 18, [2021]45[2022]46,
the Issuer may on any one or more occasions redeem all or a part of the [2025]47[2027]48
Senior Notes 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 [2025]49[2027]50
Senior Notes 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 [2025]51[2027]52
Senior Notes on the relevant record date to receive interest due on the relevant interest payment date.


 


(c)            Except
pursuant to the preceding clause (5)(a) and (5)(b) and except pursuant to clause (6) and clause (8), the [2025]53[2027]54
Senior Notes will not be redeemable at the Issuer's option prior to September 18, [2021]55[2022]56.


 


 









41 nclude for 2025 Senior Notes


42
Include for 2027 Senior Notes


43
Include for 2025 Senior Notes


44
Include for 2027 Senior Notes


45
Include for 2025 Senior Notes


46
Include for 2027 Senior Notes


47
Include for 2025 Senior Notes


48
Include for 2027 Senior Notes


49
Include for 2025 Senior Notes


50
Include for 2027 Senior Notes


51
Include for 2025 Senior Notes


52
Include for 2027 Senior Notes


53
Include for 2025 Senior Notes


54
Include for 2027 Senior Notes


55
Include for 2025 Senior Notes


56
Include for 2027 Senior Notes




 






    Exh A-7


     


    

 


(d)            On
or after September 18, [2021]57[2022]58,
the Issuer may on any one or more occasions redeem all or a part of the [2025]59[2027]60
Senior Notes 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 [2025]61[2027]62
Senior Notes redeemed, to the applicable date of redemption, if redeemed on or after the dates indicated below, subject to the rights
of Holders of the [2025]63[2027]64
Senior Notes on the relevant record date to receive interest on the relevant interest payment date:


 


[2025 Senior Notes


 


	Date	 	 	Redemption 

Price	 
	September 18, 2021	 	 	 	103.563	%
	September 18, 2022	 	 	 	101.781	%
	September 18, 2023 and thereafter	 	 	 	100.000	%



 


] 65


 


[2027 Senior Notes


 


	Date	 	 	Redemption 

Price	 
	September 18, 2022	 	 	 	104.000	%
	September 18, 2023	 	 	 	102.000	%
	September 18, 2024 and thereafter	 	 	 	100.000	%



 


] 66


 


(e)            Unless
the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the [2025]67[2027]68
Senior Notes or portions thereof called for redemption on the applicable redemption date.


 





 






57
Include for 2025 Senior Notes


58
Include for 2027 Senior Notes


59
Include for 2025 Senior Notes


60
Include for 2027 Senior Notes


61
Include for 2025 Senior Notes


62
Include for 2027 Senior Notes


63
Include for 2025 Senior Notes


64
Include for 2027 Senior Notes


65
Include for 2025 Senior Notes


66
Include for 2027 Senior Notes


67
Include for 2025 Senior Notes


68
Include for 2027 Senior Notes
















 



    Exh A-8


     


    




 





(f)            Any
redemption pursuant to Section 3.07 of the Senior Notes Indenture shall be made pursuant to the provisions of Sections 3.01
through 3.06 of the Senior Notes Indenture.


 


(6)            REDEMPTION
FOR CHANGES IN TAXES.


 


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 of the Senior Notes Indenture), 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 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:


 


(1)            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


 


(2)            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 (1) and (2), 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.


 






    Exh A-9


     


    

 


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.


 


(7)            REPURCHASE
AT THE OPTION OF HOLDER.


 


(a)            Upon
the occurrence of a Change of Control, the Issuer will make an offer (a "Change of Control Offer") to each Holder to
repurchase all or any part (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) of that Holder's Senior Notes pursuant to a Change of Control Offer on the terms set forth in the Senior Notes Indenture.
In the Change of Control Offer, the Issuer will offer a payment in cash equal to 101% of the aggregate principal amount of Senior Notes
repurchased, plus accrued and unpaid interest and Additional Amounts, if any, on the Senior Notes repurchased to the date of purchase
(the "Change of Control Payment"), subject to the rights of Holders on the relevant record date to receive interest due
on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Issuer will mail a notice to each Holder, with
a copy to the Trustee, setting forth the procedures governing the Change of Control Offer as required by the Senior Notes Indenture.


 


(b)            If
the Issuer or a Restricted Subsidiary of the Issuer consummates any Asset Sales, within 10 Business Days of each date on which the aggregate
amount of Excess Proceeds exceeds $45.0 million, the Issuer will make an Asset Sale Offer to all Holders of Senior Notes 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 of the Senior Notes Indenture 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 $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 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 Issuer and its Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by the 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 a Notes Offer or an Asset Sale Offer that is an application of Net Proceeds pursuant to Section 4.10(b)(i) of
the Senior Notes Indenture exceeds the amount of the Net Proceeds so applied, the Trustee or 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 in Section 3.02 of the Senior Notes Indenture), based on the amounts tendered or required to be prepaid or redeemed in
integral multiples of $1,000; provided that $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. Holders of Senior Notes that are the subject of an offer to purchase
will receive an Asset Sale Offer from the Issuer prior to any related purchase date and may elect to have such Senior Notes purchased
by completing the form entitled "Option of Holder to Elect Purchase" attached to the Senior Notes.


 






    Exh A-10


     


    

 


(8)            NOTICE
OF REDEMPTION. At least 10 days but not more than 60 days before a redemption date, the Issuer will mail or cause to be mailed, pursuant
to Section 12.01 of the Senior Notes Indenture, a notice of redemption to each Holder 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 Senior Notes or the satisfaction and discharge pursuant to the Senior Notes Indenture.


 


(9)            DENOMINATIONS,
TRANSFER, EXCHANGE. The Global Notes are in registered form without coupons attached in denominations of $200,000 and integral multiples
of $1,000 in excess thereof. The transfer of Senior Notes may be registered and Senior Notes may be exchanged as provided in the Senior
Notes Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Senior Notes Indenture. The
Issuer shall not be required to register the transfer 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 of the Senior Notes Indenture; (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.


 


(10)            PERSONS
DEEMED OWNERS. The registered Holder of a Senior Note may be treated as the owner of it for all purposes.


 


(11)            AMENDMENT,
SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Senior Notes Indenture, the Senior Notes, the Note Guarantees and the Subordination
Deed (including any Additional Subordination Deed) may be amended or supplemented with the consent of the Holders of at least a majority
in aggregate principal amount of the Senior Notes then outstanding (including, without limitation, Additional Senior Notes, if any) voting
as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer
for, Senior Notes); provided that, if any amendment, supplement, waiver or other modification will only affect one series of the
Senior Notes, only the consent of a majority in principal amount of the then outstanding Senior Notes of such series shall be required,
and, subject to Section 6.04 and Section 6.07 of the Senior Notes Indenture, any existing Default or Event of Default (other
than a Default or Event of Default in the payment of the principal of, premium on, if any, interest or Additional Amounts, if any, on,
the Senior Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of
the Senior Notes Indenture, the Senior Notes, the Note Guarantees, the Subordination Deed or any Additional Subordination Deed may be
waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Senior Notes (including, without
limitation, Additional Senior Notes, if any) voting as a single class (including, without limitation, consents obtained in connection
with a purchase of, or tender offer or exchange offer for, Senior Notes); provided that, if any amendment, supplement, waiver or
other modification will only affect one series of the Senior Notes, only the consent of a majority in principal amount of the then outstanding
Senior Notes of such series shall be required. Without the consent of any Holder of Senior Notes, the Senior Notes Indenture, the Senior
Notes, the Note Guarantees, the Subordination Deed or any Additional Subordination Deed may be amended or supplemented to cure any ambiguity,
defect or inconsistency, to provide for uncertificated Senior Notes in addition to or in place of certificated Senior Notes, to provide
for the assumption of the Issuer's or a Guarantor's obligations to Holders and Note Guarantees in the case of a merger or consolidation
or sale of all or substantially all of the Issuer's or such Guarantor's assets, as applicable, or in the case of any Substitution, to
make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights
under the Senior Notes Indenture of any such Holder in any material respect, to conform the text of the Senior Notes Indenture, the Note
Guarantees or the Senior Notes to any provision of the "Description of the Notes" section of the Offering Memorandum to the
extent that such provision in such "Description of the Notes" section of the Offering Memorandum was intended to be a verbatim
recitation of a provision of the Senior Notes Indenture, the Note Guarantees and the Senior Notes, to release any Note Guarantee in accordance
with the terms of the Senior Notes Indenture, to provide for the issuance of Additional Senior Notes in accordance with the limitations
set forth in the Senior Notes Indenture as of the Issue Date, to allow any Guarantor to execute a supplemental indenture and/or a Note
Guarantee with respect to the Senior Notes, to provide for uncertificated Senior Notes in addition to or in place of certificated Senior
Notes (provided that the uncertificated Senior Notes are deemed issued in registered form for purposes of Section 163(f) of
the Code), or to evidence and provide the acceptance of the appointment of a successor Trustee under the Senior Notes Indenture.


 






    Exh A-11


     


    

 


(12)            DEFAULTS
AND REMEDIES. Events of Default include: (1) default for 30 days in the payment when due of interest or Additional Amounts, if
any, with respect to the relevant series of Senior Notes; (2) default in the payment when due (at maturity, upon redemption or otherwise)
of the principal of, or premium, if any, on, the relevant series of Senior Notes; (3) failure by the Issuer or relevant Guarantor
to comply with the provisions of Sections 5.01 or 5.03 of the Senior Notes Indenture; (4) failure by the Issuer or relevant
Guarantor for 60 days after written notice (i) to the Issuer by the Trustee or (ii) to the Issuer and the Trustee by the Holders
of at least 25% in aggregate principal amount of the Senior Notes then outstanding voting as a single class to comply with any of the
agreements in the Senior Notes Indenture (other than a default in performance, or breach, or a covenant or agreement which is specifically
dealt with in Sections 6.01(a)(i), 6.01(a)(ii) or 6.01(a)(iii) of the Senior Notes Indenture); (5) default under any mortgage,
indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed
by the Issuer or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer or any of its Restricted Subsidiaries),
whether such Indebtedness or guarantee now exists, or is created after the Issue Date, if that default: (i) is caused by a Payment
Default, or (ii) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal
amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment
Default or the maturity of which has been so accelerated, aggregates $50.0 million or more; (6) failure by the Issuer, the Issuer
or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute
a Significant Subsidiary, to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $50.0 million
(exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments shall not have been discharged
or waived and there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason
of an appeal, waiver or otherwise, shall not have been in effect; (7) except as permitted by the Senior Notes Indenture (including
with respect to any limitations), any Note Guarantee of a Guarantor that is a Significant Subsidiary or any group of Guarantors that,
taken together, would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases
for any reason to be in full force and effect, or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken
together, would constitute a Significant Subsidiary, or any Person acting on behalf of any such Guarantor or Guarantors, denies or disaffirms
its obligations under its Note Guarantee; and (8) certain events of bankruptcy or insolvency described in the Senior Notes Indenture
with respect to the Issuer, the Issuer or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of its Restricted
Subsidiaries that, taken together, would constitute a Significant Subsidiary. The Holders of a majority in aggregate principal amount
of the then outstanding Senior Notes by written notice to the Trustee may, on behalf of all of the Holders of all the Senior Notes, rescind
an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events
of Default (except non-payment of principal of, premium on, if any, interest or Additional Amounts, if any, on the Senior Notes that has
become due solely because of the acceleration) have been cured or waived. The Issuer is required to deliver to the Trustee annually a
statement regarding compliance with the Senior Notes Indenture substantially in the form attached to the Senior Notes Indenture, and the
Issuer is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default
or Event of Default.


 






    Exh A-12


     


    

 


(13)            AUTHENTICATION.
This Senior Note will not be valid until authenticated by the manual or facsimile signature of the authorized signatory of the Trustee
or an authenticating agent.


 


(14)            ABBREVIATIONS.
Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants
by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A
(= Uniform Gifts to Minors Act).


 


(15)            CUSIP, ISIN
AND COMMON CODE NUMBERS. The Issuer has caused CUSIP, Common Code and ISIN numbers, as applicable, to be printed on the Senior Notes
and the Trustee may use such CUSIP, Common Code and ISIN numbers, as applicable, in notices of redemption as a convenience to Holders.
No representation is made as to the accuracy of any such numbers either as printed on the Senior Notes or as contained in any notice of
redemption and reliance may be placed only on the other identification numbers placed thereon, and any such redemption or exchange shall
not be affected by any defect in or omission of such numbers.


 






    Exh A-13


     


    

 


(16)            GOVERNING
LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE SENIOR NOTES INDENTURE, THIS SENIOR NOTE AND
THE NOTE GUARANTEES.


 


The Issuer will furnish to
any Holder upon written request and a copy of the Senior Notes Indenture, the form of Senior Note, the Subordination Deed or any Additional
Subordination Deed. Requests may be made to:


 


IHS NETHERLANDS HOLDCO B.V.


Haagsche Hof 


Parkstraat 83, 2514 PG 


The Hague, The Netherlands 


Attention: Chief Executive Officer


 






    Exh A-14


     


    

 


ASSIGNMENT FORM


 


To assign this Senior Note,
fill in the form below:


 


(I) or (we) assign and transfer this Senior
Note to: ___________________________________________________________________________________


(Insert assignee's legal name) 


 


(Insert assignee's soc. sec. or tax I.D. no.)


 


 


 


 


 


 


 


  


(Print or type assignee's name, address and zip
code)


 


and irrevocably appoint ______________________________________________________________________________________________________

to transfer this Senior Note on the books of the Issuer. The agent may substitute another to act for him.


 


Date: _______________


 


	 	Your Signature:	 
	 	(Sign exactly as your name appears on the face of this Senior Note)



 


Signature
Guarantee*:_______________


 





 






*       Participant
in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).


 






    Exh A-15


     


    

 


OPTION
OF HOLDER TO ELECT PURCHASE*


 


If you want to elect to have
this Senior Note purchased by the Issuer pursuant to Section 4.10 or 4.13 of the Senior Notes Indenture, check the appropriate box
below


 


	 ̈ Section 4.10		 ̈ Section 4.13



 


If you want to elect to have
only part of the Senior Note purchased by the Issuer pursuant to Section 4.10 or Section 4.13 of the Senior Notes Indenture,
state the amount you elect to have purchased (in denominations of $200,000 and integral multiples of $1,000 in excess thereof):


 


$ ___________________


 


Date: _______________


 


		Your Signature:	 
	 	(Sign exactly as your name appears on the face of this Senior Note)
	 	 
		Tax Identification No.: ______________________



 


Signature
Guarantee*:


 





 






*       Participant
in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).


 






    Exh A-16


     


    

 


SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*


 


The following exchanges of
a part of this Global Note for an interest in another Global Note or for a Definitive Registered Note, or exchanges of a part of another
Global Note or Definitive Registered Note for an interest in this Global Note, have been made:


 


	
    Date of

 Exchange
	
    Amount of
    

decrease in 

Principal 

Amount of this 

Global Note
	
    Amount of
    

increase in

 Principal 

Amount of this 

Global Note
	
    Principal
    

Amount of this

 Global Note 

following such

 decrease (or 

increase)
	
    Signature
    of 

authorized 

officer of 

Principal 

Paying Agent, 

Trustee,

 Custodian or 

Common 

Depositary

	 	 	 	 	 



 





 






*       This
schedule should be included only if the Senior Note is issued in global form.


 






    Exh A-17


     


    

 


Exhibit B


 


FORM OF CERTIFICATE OF TRANSFER


 


IHS NETHERLANDS HOLDCO B.V. 


Haagsche Hof 


Parkstraat 83, 2514 PG 


The Hague, The Netherlands 


Attention: Chief Executive Officer


 


[Trustee/Registrar address block]


 


Re:     [7.125%
Senior Notes due 2025]69 [8.000% Senior Notes due 2027]70
of IHS Netherlands Holdco B.V.


 


Reference is hereby made to
the Senior Notes Indenture, dated as of September 18, 2019 (the "Senior Notes Indenture"), between, among others, IHS
Netherlands Holdco B.V., a private limited liability company incorporated under the laws of the Netherlands, having its registered office
at Haagsche Hof, Parkstraat 83, 2514 PG, The Hague, The Netherlands, registered with the Dutch trade register under number 66017912 (the
 "Issuer"), the Guarantors party thereto, Citibank, N.A., London Branch as Trustee, Citibank, N.A., London Branch as Principal
Paying Agent and Transfer Agent, and Citibank, N.A., London Branch as Registrar. Capitalized terms used but not defined herein shall have
the meanings given to them in the Senior Notes Indenture.


 


________________,
(the "Transferor") owns and proposes to transfer the Senior Note[s] or interest in such Senior Note[s] specified in Annex
A hereto, in the principal amount of $____ in such Senior Note[s] or interests (the "Transfer"), to ________________
(the "Transferee"), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies
that:


 


[CHECK ALL THAT APPLY]


 


1.             ̈
Check if Transferee will take delivery of a Book-Entry Interest in a 144A Global Note or a Definitive
Registered Note pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under
the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and, accordingly, the Transferor hereby
further certifies that the beneficial interest or the Book-Entry Interest or Definitive Registered Note is being transferred to a Person
that the Transferor reasonably believed and believes is purchasing the beneficial interest or the Book-Entry Interest or Definitive Registered
Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such
Person and each such account is a "qualified institutional buyer" within the meaning of Rule 144A under the U.S. Securities
Act in a transaction meeting the requirements of Rule 144A under the U.S. Securities Act and such Transfer is in compliance with
any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with
the terms of the Senior Notes Indenture, the transferred beneficial interest or the Book-Entry Interest or Definitive Registered Note
will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant 144A Global Note and/or
the Definitive Registered Note and in the Senior Notes Indenture and the U.S. Securities Act.


 





 






69
Include for 2025 Senior Notes


70
Include for 2027 Senior Notes



 



    Exh B-1


     


    

 


2.             ̈
Check if Transferee will take delivery of a Book-Entry Interest in a Regulation S Global Note or a Definitive
Registered Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904
under the U.S. Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to
a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such
Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the
transaction was executed in, on or through the facilities of a designated offshore securities market, (ii) such Transferor does not
know that the transaction was prearranged with a buyer in the United States, (iii) no directed selling efforts have been made in
connection with the Transfer in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under
the U.S. Securities Act, (iv) the transaction is not part of a plan or scheme to evade the registration requirements of the U.S.
Securities Act and (v) if the proposed transfer is being effected prior to the expiration of a Restricted Period, the transferee
is not a U.S. Person, as such term is defined pursuant to Regulation S of the Securities Act, and will take delivery only as a Book-Entry
Interest so transferred through Euroclear or Clearstream. Upon consummation of the proposed transfer in accordance with the terms of the
Senior Notes Indenture, the transferred Book-Entry Interest or Definitive Registered Note will be subject to the restrictions on Transfer
enumerated in the Private Placement Legend printed on the relevant Regulation S Global Note and/or the Definitive Registered Note and
in the Senior Notes Indenture and the U.S. Securities Act.


 


3.             ̈
Check and complete if Transferee will take delivery of a Book-Entry Interest in a Global Note or a Definitive
Registered Note pursuant to any provision of the U.S. Securities Act other than Rule 144A or Regulation S. The Transfer is being
effected in compliance with the transfer restrictions applicable to Book-Entry Interests in Global Notes and Definitive Registered Notes
and pursuant to and in accordance with the U.S. Securities Act and any applicable blue sky securities laws of any state of the United
States.


 






    Exh B-2


     


    

 


This certificate and the statements
contained herein are made for your benefit and the benefit of the Issuer.


 


	 	 
	 	[Insert Name of Transferor]
	 	 
	 	By 	 
	 	 	Name:
	 	 	Title:
	 	 
	 	Dated: ____________________________



 






    Exh B-3


     


    

 


 


ANNEX A TO CERTIFICATE OF TRANSFER


 


1.            The
Transferor owns and proposes to transfer the following:


 


[CHECK ONE]


 


(a)             ̈ a
Book-Entry Interest held through Euroclear Account No. _______ or Clearstream Account No. _______, in the Regulation S Global
Note (ISIN _______ or Common Code _______); or


 


(b)             ̈ a
Book-Entry Interest held through DTC Account No. _______ in the 144A Global Note (ISIN _______ or CUSIP _______); or


 


(c)             ̈ a
144A Definitive Registered Note; or


 


(d)             ̈ a
Regulation S Definitive Registered Note.


 


2.            After
the Transfer the Transferee will hold:


 


[CHECK ONE]


 


(a)             ̈ a
Book-Entry Interest held through Euroclear Account No. _______ or Clearstream Account No. _______, in the Regulation S Global
Note (ISIN _______ or Common Code __________); or


 


(b)             ̈ a
Book-Entry Interest held through DTC Account No. _______ in the 144A Global Note (ISIN _______ or CUSIP _______); or


 


(c)             ̈ a
144A Definitive Registered Note; or


 


(d)             ̈ a
Regulation S Definitive Registered Note.


 






    Exh B-4


     


    

 


Exhibit C


 


FORM OF CERTIFICATE OF EXCHANGE


 


IHS NETHERLANDS HOLDCO B.V. 


Haagsche Hof 


Parkstraat 83, 2514 PG 


The Hague, The Netherlands 


Attention: Chief Executive Officer


 


Re:     [7.125%
Senior Notes due 2025]71 [8.000% Senior Notes due 2027]72
of IHS Netherlands Holdco B.V.


 


(ISIN _______; [CUSIP / Common Code] _______)


 


Reference is hereby made to
the Senior Notes Indenture, dated as of September 18, 2019 (the "Senior Notes Indenture"), between, among others, IHS
Netherlands Holdco B.V., a private limited liability company incorporated under the laws of the Netherlands, having its registered office
at Haagsche Hof, Parkstraat 83, 2514 JG, The Hague, The Netherlands, registered with the Dutch trade register under number 66017912 (the
 "Issuer"), the Guarantors party thereto, Citibank, N.A., London Branch as Trustee, Citibank, N.A., London Branch as Principal
Paying Agent and Transfer Agent, and Citibank, N.A., London Branch as Registrar. Capitalized terms used but not defined herein shall have
the meanings given to them in the Senior Notes Indenture.


 


__________________,
(the "Owner") owns and proposes to exchange the Senior Note[s] or interest in such Senior Note[s] specified herein, in
the principal amount of $_______________ in such Senior Note[s] or interests (the "Exchange"). In connection with
the Exchange, the Owner hereby certifies that:


 


1.      ̈Check
if Exchange is from Book-Entry Interest in a Global Note for Definitive Registered Notes. In
connection with the Exchange of the Owner's Book-Entry Interest in a Global Note for Definitive Registered Notes in an equal amount,
the Owner hereby certifies that such Definitive Registered Notes are being acquired for the Owner's own account without transfer. The
Definitive Registered Notes issued pursuant to the Exchange will bear the Private Placement Legend and will be subject to restrictions
on transfer enumerated in the Senior Notes Indenture and the U.S. Securities Act.


 


2.      ̈
Check if Exchange is from Definitive Registered Notes for Book-Entry Interest in a Global Note. In
connection with the Exchange of the Owner's Definitive Registered Notes for Book-Entry Interest in a Global Note in an equal amount, the
Owner hereby certifies that such Book-Entry Interest in a Global Note are being acquired for the Owner's own account without transfer.
The Book-Entry Interests transferred in exchange will be subject to restrictions on transfer enumerated in the Senior Notes Indenture
and the U.S. Securities Act.


 





 






71
Include for 2025 Senior Notes


72
Include for 2027 Senior Notes



 






    Exh C-1


     


    

 


This certificate and the statements
contained herein are made for your benefit and the benefit of the Issuer.


 


	 	 
	 	[Insert Name of Transferor]
	 	 
	 	By 	 
	 	 	Name:
	 	 	Title:
	 	 
	 	Dated: ____________________________



 






    Exh C-2


     


    

 


ANNEX A TO CERTIFICATE OF EXCHANGE


 


1.            The
Owner owns and proposes to exchange the following:


 


[CHECK ONE]


 


(a)             ̈ a
Book-Entry Interest held through Euroclear Account No.____________ or Clearstream Account No. ____________, in the
Regulation S Global Note (ISIN ____________ or Common Code ____________); or


 


(b)             ̈ a
Book-Entry Interest held through DTC Account No. ____________ in the 144A Global Note (ISIN ____________ or CUSIP
____________); or


 


(c)             ̈ a
144A Definitive Registered Note; or


 


(d)             ̈ a
Regulation S Definitive Registered Note.


 


2.            After
the Transfer the Transferee will hold:


 


[CHECK ONE]


 


(e)             ̈ a
Book-Entry Interest held through Euroclear Account No. ____________ or Clearstream Account No. ____________, in
the Regulation S Global Note (ISIN ____________ or Common Code ____________); or


 


(f)             ̈ a
Book-Entry Interest held through DTC Account No. ____________ in the 144A Global Note (ISIN ____________ or CUSIP
____________); or


 


(g)             ̈ a
144A Definitive Registered Note; or


 


(h)             ̈ a
Regulation S Definitive Registered Note;


 






    Exh C-3


     


    

 


Exhibit D


 


FORM OF SUPPLEMENTAL SENIOR NOTES INDENTURE
TO BE DELIVERED BY SUBSEQUENT GUARANTORS


 


SUPPLEMENTAL SENIOR NOTES
INDENTURE (this "Supplemental Senior Notes Indenture"), dated as of _____________, among _____________,
a company organized and existing under the laws of _____________ (the "Subsequent Guarantor"), a subsidiary of
IHS Netherlands Holdco B.V. (or its permitted successor), a private limited liability company incorporated under the laws of the Netherlands,
having its registered office at Haagsche Hof, Parkstraat 83, 2514 JG, The Hague, The Netherlands (the "Issuer"), the
Guarantors party thereto, Citibank, N.A., London Branch as Trustee and Citibank, N.A., London Branch as Principal Paying Agent and Transfer
Agent.


 


W I T N E S S E T H


 


WHEREAS,
the Issuer has heretofore executed and delivered to the Trustee an indenture (the "Senior Notes Indenture"), dated as
of September 18, 2019, providing for the issuance of 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 Senior Notes, the "Senior
Notes");


 


WHEREAS,
the Senior Notes Indenture provides that under certain circumstances the Subsequent Guarantor shall execute and deliver to the Trustee
a supplemental indenture and notation of guarantee pursuant to which the Subsequent Guarantor shall unconditionally guarantee all of the
Issuer's Obligations under the Senior Notes and the Senior Notes Indenture on the terms and conditions set forth herein (including but
not limited to Article 10 thereof) (the "Note Guarantee"); and


 


WHEREAS,
pursuant to Section 9.01 of the Senior Notes Indenture, the Issuer, the Guarantors, and the Trustee are authorized to execute and
deliver this Supplemental Senior Notes Indenture.


 


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


 


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


 


2.            AGREEMENT
TO GUARANTEE. The Subsequent Guarantor hereby agrees to provide an unconditional Note Guarantee on the terms and subject to the conditions
set forth in the Senior Notes Indenture including but not limited to Article 10 thereof.


 






    Exh D-1


     


    

 


3.            EXECUTION
AND DELIVERY.


 


(a)            The
execution of this Supplemental Senior Notes Indenture shall constitute due delivery of the Note Guarantee set forth in this Supplemental
Senior Notes Indenture on behalf of the Subsequent Guarantor.


 


(b)            If
an Officer whose signature is on this Supplemental Indenture no longer holds that office at the time the Trustee authenticates the Supplemental
Indenture in which the Note Guarantee is contained, the Note Guarantee shall be valid nevertheless


 


4.            NO
RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of any Subsequent
Guarantor, as such, shall have any liability for any obligations of the Issuer or any Subsequent Guarantor under the Senior Notes, the
Senior Notes Indenture, the Note Guarantees or this Supplemental Senior Notes Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder by accepting a Senior Note waives and releases all such liability. The waiver
and release are part of the consideration for issuance of the Senior Notes.


 


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


 


6.            NEW
YORK LAW TO GOVERN. THIS SUPPLEMENTAL SENIOR NOTES INDENTURE AND THE SENIOR NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.


 


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


 


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


 


9.            THE
TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental
Senior Notes Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Subsequent
Guarantor and the Issuer.


 






    Exh D-2


     


    

 


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


 


	 	[SUBSEQUENT GUARANTOR]
	 	 
	 	By	 
	 	 	Name:
	 	 	Title:
	 	 
	 	IHS NETHERLANDS HOLDCO B.V.
	 	 
	 	By	 
	 	 	Name:
	 	 	Title:
	 	 
	 	By	 
	 	 	Name:
	 	 	Title:
	 	 
	 	CITIBANK, N.A., LONDON BRANCH, as Trustee
	 	 
	 	By	 
	 	 	Authorized Signatory



 






    Exh D-3