株探米国株
英語
エドガーで原本を確認する
MILLICOM INTERNATIONAL CELLULAR SA0000912958false2024FYP3YP5YP3Yfour years, six monthsxbrli:sharesiso4217:USDiso4217:USDxbrli:sharesxbrli:puretigo:entitytigo:towertigo:sitetigo:employeetigo:plantigo:metricutr:Yiso4217:COPiso4217:SEKiso4217:PYGiso4217:BOBtigo:bondtigo:tranchetigo:instumenttigo:bankiso4217:GTQtigo:loantigo:arrangementtigo:operatortigo:countrytigo:installment00009129582024-01-012024-12-310000912958dei:BusinessContactMember2024-01-012024-12-3100009129582024-12-310000912958tigo:OldAuditorMember2024-01-012024-12-3100009129582023-01-012023-12-3100009129582022-01-012022-12-3100009129582023-12-3100009129582022-12-3100009129582021-12-310000912958ifrs-full:IssuedCapitalMember2021-12-310000912958ifrs-full:TreasurySharesMember2021-12-310000912958ifrs-full:SharePremiumMember2021-12-310000912958ifrs-full:RetainedEarningsMember2021-12-310000912958tigo:OtherReserves1Member2021-12-310000912958ifrs-full:EquityAttributableToOwnersOfParentMember2021-12-310000912958ifrs-full:NoncontrollingInterestsMember2021-12-310000912958ifrs-full:RetainedEarningsMember2022-01-012022-12-310000912958tigo:OtherReserves1Member2022-01-012022-12-310000912958ifrs-full:EquityAttributableToOwnersOfParentMember2022-01-012022-12-310000912958ifrs-full:NoncontrollingInterestsMember2022-01-012022-12-310000912958ifrs-full:IssuedCapitalMember2022-01-012022-12-310000912958ifrs-full:SharePremiumMember2022-01-012022-12-310000912958ifrs-full:TreasurySharesMember2022-01-012022-12-310000912958ifrs-full:IssuedCapitalMember2022-12-310000912958ifrs-full:TreasurySharesMember2022-12-310000912958ifrs-full:SharePremiumMember2022-12-310000912958ifrs-full:RetainedEarningsMember2022-12-310000912958tigo:OtherReserves1Member2022-12-310000912958ifrs-full:EquityAttributableToOwnersOfParentMember2022-12-310000912958ifrs-full:NoncontrollingInterestsMember2022-12-310000912958ifrs-full:RetainedEarningsMember2023-01-012023-12-310000912958tigo:OtherReserves1Member2023-01-012023-12-310000912958ifrs-full:EquityAttributableToOwnersOfParentMember2023-01-012023-12-310000912958ifrs-full:NoncontrollingInterestsMember2023-01-012023-12-310000912958ifrs-full:TreasurySharesMember2023-01-012023-12-310000912958ifrs-full:SharePremiumMember2023-01-012023-12-310000912958ifrs-full:IssuedCapitalMember2023-12-310000912958ifrs-full:TreasurySharesMember2023-12-310000912958ifrs-full:SharePremiumMember2023-12-310000912958ifrs-full:RetainedEarningsMember2023-12-310000912958tigo:OtherReserves1Member2023-12-310000912958ifrs-full:EquityAttributableToOwnersOfParentMember2023-12-310000912958ifrs-full:NoncontrollingInterestsMember2023-12-310000912958ifrs-full:RetainedEarningsMember2024-01-012024-12-310000912958tigo:OtherReserves1Member2024-01-012024-12-310000912958ifrs-full:EquityAttributableToOwnersOfParentMember2024-01-012024-12-310000912958ifrs-full:NoncontrollingInterestsMember2024-01-012024-12-310000912958ifrs-full:TreasurySharesMember2024-01-012024-12-310000912958ifrs-full:SharePremiumMember2024-01-012024-12-310000912958ifrs-full:IssuedCapitalMember2024-12-310000912958ifrs-full:TreasurySharesMember2024-12-310000912958ifrs-full:SharePremiumMember2024-12-310000912958ifrs-full:RetainedEarningsMember2024-12-310000912958tigo:OtherReserves1Member2024-12-310000912958ifrs-full:EquityAttributableToOwnersOfParentMember2024-12-310000912958ifrs-full:NoncontrollingInterestsMember2024-12-3100009129582022-02-280000912958ifrs-full:OrdinarySharesMember2024-01-012024-12-310000912958tigo:DividendDistributionMember2025-01-102025-01-100000912958tigo:AtlasS.A.S.Membertigo:MillicomInternationalCellularS.A.Member2024-01-012024-12-310000912958tigo:GuatemalaJointVenturesMember2024-01-012024-12-310000912958currency:COP2024-01-012024-12-310000912958currency:PYG2024-01-012024-12-310000912958country:BO2024-01-012024-12-310000912958currency:BOB2024-12-310000912958currency:BOB2023-12-310000912958currency:BOB2024-01-012024-12-310000912958currency:BOB2023-01-012023-12-310000912958currency:BOB2022-01-012022-12-310000912958currency:COP2024-12-310000912958currency:COP2023-12-310000912958currency:COP2023-01-012023-12-310000912958currency:COP2022-01-012022-12-310000912958currency:CRC2024-12-310000912958currency:CRC2023-12-310000912958currency:CRC2024-01-012024-12-310000912958currency:CRC2023-01-012023-12-310000912958currency:CRC2022-01-012022-12-310000912958currency:GTQ2024-12-310000912958currency:GTQ2023-12-310000912958currency:GTQ2024-01-012024-12-310000912958currency:GTQ2023-01-012023-12-310000912958currency:GTQ2022-01-012022-12-310000912958currency:HNL2024-12-310000912958currency:HNL2023-12-310000912958currency:HNL2024-01-012024-12-310000912958currency:HNL2023-01-012023-12-310000912958currency:HNL2022-01-012022-12-310000912958currency:EUR2024-12-310000912958currency:EUR2023-12-310000912958currency:EUR2024-01-012024-12-310000912958currency:EUR2023-01-012023-12-310000912958currency:EUR2022-01-012022-12-310000912958currency:NIO2024-12-310000912958currency:NIO2023-12-310000912958currency:NIO2024-01-012024-12-310000912958currency:NIO2023-01-012023-12-310000912958currency:NIO2022-01-012022-12-310000912958currency:PYG2024-12-310000912958currency:PYG2023-12-310000912958currency:PYG2023-01-012023-12-310000912958currency:PYG2022-01-012022-12-310000912958currency:SEK2024-12-310000912958currency:SEK2023-12-310000912958currency:SEK2024-01-012024-12-310000912958currency:SEK2023-01-012023-12-310000912958currency:SEK2022-01-012022-12-310000912958currency:GBP2024-12-310000912958currency:GBP2023-12-310000912958currency:GBP2024-01-012024-12-310000912958currency:GBP2023-01-012023-12-310000912958currency:GBP2022-01-012022-12-310000912958currency:PAB2024-12-310000912958tigo:FiberOpticNetworkMember2023-01-012023-12-310000912958tigo:FiberOpticNetworkMember2024-01-012024-12-310000912958tigo:RelatedEquipmentSoftwareMemberifrs-full:BottomOfRangeMember2024-01-012024-12-310000912958tigo:RelatedEquipmentSoftwareMemberifrs-full:TopOfRangeMember2024-01-012024-12-310000912958ifrs-full:CommunicationAndNetworkEquipmentMemberifrs-full:BottomOfRangeMember2023-01-012023-12-310000912958ifrs-full:CommunicationAndNetworkEquipmentMemberifrs-full:TopOfRangeMember2023-01-012023-12-310000912958ifrs-full:ComputerSoftwareMember2023-01-012023-12-310000912958tigo:ChangeInUsefulLifeMember2024-01-012024-12-310000912958tigo:TowersPolesAndDuctsMember2022-01-012022-12-310000912958tigo:TowersPolesAndDuctsMember2023-01-012023-12-310000912958tigo:CivilWorksOfTowersPolesAndDuctsMember2022-01-012022-12-310000912958tigo:CivilWorksOfTowersPolesAndDuctsMember2023-01-012023-12-310000912958tigo:ChangeInUsefulLifeMember2023-01-012023-12-310000912958tigo:ColombiaMovilS.A.E.S.P.TigoColombiaMember2024-01-012024-12-310000912958tigo:ComunicacionesCelularesS.AMember2024-01-012024-12-310000912958tigo:ComunicacionesCelularesS.AMember2023-01-012023-12-310000912958tigo:ComunicacionesCelularesS.AMember2022-01-012022-12-310000912958tigo:TelefonicaMovilesPanamaMember2024-01-012024-12-310000912958tigo:TelefonicaMovilesPanamaMember2023-01-012023-12-310000912958tigo:TelefonicaMovilesPanamaMember2022-01-012022-12-310000912958tigo:LatiInternationalS.A.Member2024-01-012024-12-310000912958tigo:LatiInternationalS.A.Member2023-01-012023-12-310000912958tigo:CableCostaRicaS.A.Member2024-01-012024-12-310000912958tigo:CableCostaRicaS.A.Member2023-01-012023-12-310000912958tigo:CableCostaRicaS.A.Member2022-01-012022-12-310000912958tigo:MillicomInternationalOperationsB.V.Member2024-01-012024-12-310000912958tigo:MillicomInternationalOperationsB.V.Member2023-01-012023-12-310000912958tigo:MillicomInternationalOperationsB.V.Member2022-01-012022-12-310000912958tigo:MillicomInternationalServicesLLCMember2024-01-012024-12-310000912958tigo:MillicomInternationalServicesLLCMember2023-01-012023-12-310000912958tigo:MillicomInternationalServicesLLCMember2022-01-012022-12-310000912958tigo:MillicomLIHS.A.Member2024-01-012024-12-310000912958tigo:MillicomLIHS.A.Member2023-01-012023-12-310000912958tigo:MillicomLIHS.A.Member2022-01-012022-12-310000912958tigo:MillicomInternationalOperationsS.A.Member2024-01-012024-12-310000912958tigo:MillicomInternationalOperationsS.A.Member2023-01-012023-12-310000912958tigo:MillicomInternationalOperationsS.A.Member2022-01-012022-12-310000912958tigo:MillicomSpainS.L.Member2024-01-012024-12-310000912958tigo:MillicomSpainS.L.Member2023-01-012023-12-310000912958tigo:MillicomSpainS.L.Member2022-01-012022-12-310000912958tigo:MillicomTelecommunicationsSAMember2024-01-012024-12-310000912958tigo:MillicomTelecommunicationsSAMember2023-01-012023-12-310000912958tigo:MillicomTelecommunicationsSAMember2022-01-012022-12-310000912958tigo:Navega.comS.A.Member2024-01-012024-12-310000912958tigo:Navega.comS.A.Member2023-01-012023-12-310000912958tigo:Navega.comS.A.Member2022-01-012022-12-310000912958tigo:ServiciosEspecializadosEnTelecomunicacionesS.A.Member2024-01-012024-12-310000912958tigo:ServiciosEspecializadosEnTelecomunicacionesS.A.Member2023-01-012023-12-310000912958tigo:ServiciosEspecializadosEnTelecomunicacionesS.A.Member2022-01-012022-12-310000912958tigo:ServiciosInnovadoresDeComunicacionYEntretenimientoS.A.Member2024-01-012024-12-310000912958tigo:ServiciosInnovadoresDeComunicacionYEntretenimientoS.A.Member2023-01-012023-12-310000912958tigo:ServiciosInnovadoresDeComunicacionYEntretenimientoS.A.Member2022-01-012022-12-310000912958tigo:CableOndaS.AMember2024-01-012024-12-310000912958tigo:CableOndaS.AMember2023-01-012023-12-310000912958tigo:CableOndaS.AMember2022-01-012022-12-310000912958tigo:TelefonicaCelulardeBoliviaS.A.Member2024-01-012024-12-310000912958tigo:TelefonicaCelulardeBoliviaS.A.Member2023-01-012023-12-310000912958tigo:TelefonicaCelulardeBoliviaS.A.Member2022-01-012022-12-310000912958tigo:TelefoniaCellulardeNicaraguasaMember2024-01-012024-12-310000912958tigo:TelefoniaCellulardeNicaraguasaMember2023-01-012023-12-310000912958tigo:TelefoniaCellulardeNicaraguasaMember2022-01-012022-12-310000912958tigo:TelefonicaCelulardelParaguayS.A.Member2024-01-012024-12-310000912958tigo:TelefonicaCelulardelParaguayS.A.Member2023-01-012023-12-310000912958tigo:TelefonicaCelulardelParaguayS.A.Member2022-01-012022-12-310000912958tigo:TelemovilElSalvadorS.A.deC.V.Member2024-01-012024-12-310000912958tigo:TelemovilElSalvadorS.A.deC.V.Member2023-01-012023-12-310000912958tigo:TelemovilElSalvadorS.A.deC.V.Member2022-01-012022-12-310000912958tigo:UNEEPMTelecomunicacionesS.A.AndSubsidiariesMember2024-01-012024-12-310000912958country:CO2024-01-012024-12-310000912958tigo:TigoUNEMember2024-07-312024-07-310000912958tigo:EmpresasPublicasdeMedellinMembertigo:TigoUNEMember2024-07-312024-07-310000912958tigo:TelefonicaColombiaColtelMember2024-07-312024-07-310000912958tigo:TelecomunicacionesDigitalesSAMember2022-06-290000912958ifrs-full:EquityAttributableToOwnersOfParentMember2022-06-292022-06-290000912958srt:ScenarioForecastMembertigo:CableCostaRicaS.A.Member2025-01-012025-06-300000912958tigo:DiscontinuedOperationsTanzaniaMemberifrs-full:DiscontinuedOperationsMember2022-04-050000912958tigo:DiscontinuedOperationsTanzaniaMemberifrs-full:DiscontinuedOperationsMember2022-04-052022-04-050000912958tigo:TanzaniaIndemnificationObligationsMembertigo:DiscontinuedOperationsTanzaniaMemberifrs-full:DiscontinuedOperationsMember2024-12-310000912958tigo:TanzaniaIndemnificationObligationsMembertigo:DiscontinuedOperationsTanzaniaMemberifrs-full:DiscontinuedOperationsMember2024-12-012024-12-3100009129582016-12-310000912958tigo:DiscontinuedOperationsTanzaniaMemberifrs-full:DiscontinuedOperationsMember2022-01-012022-12-310000912958tigo:LatiInternationalS.AAndOtherAssetsMember2024-10-280000912958tigo:LatiInternationalS.AAndOtherAssetsMember2024-10-282024-10-280000912958tigo:ColombiaSubsidiariesMember2024-01-012024-12-310000912958tigo:ColombiaSubsidiariesMember2023-01-012023-12-310000912958tigo:ColombiaSubsidiariesMember2022-01-012022-12-310000912958tigo:ColombiaSubsidiariesMember2024-12-310000912958tigo:ColombiaSubsidiariesMember2023-12-310000912958tigo:ColombiaSubsidiariesMember2022-12-310000912958srt:ReportableLegalEntitiesMembertigo:ColombiaSubsidiariesMember2024-12-310000912958srt:ReportableLegalEntitiesMembertigo:ColombiaSubsidiariesMember2023-12-310000912958srt:ReportableLegalEntitiesMembertigo:ColombiaSubsidiariesMember2022-12-310000912958srt:ConsolidationEliminationsMembertigo:ColombiaSubsidiariesMember2024-12-310000912958srt:ConsolidationEliminationsMembertigo:ColombiaSubsidiariesMember2023-12-310000912958srt:ConsolidationEliminationsMembertigo:ColombiaSubsidiariesMember2022-12-310000912958tigo:PanamaSubsidiariesMember2022-01-012022-12-310000912958tigo:PanamaSubsidiariesMember2024-01-012024-12-310000912958tigo:PanamaSubsidiariesMember2022-12-310000912958srt:ReportableLegalEntitiesMembertigo:PanamaSubsidiariesMember2022-12-310000912958ifrs-full:JointVenturesMember2024-12-310000912958ifrs-full:JointVenturesMember2023-12-310000912958tigo:HondurasJointVenturesMember2024-01-012024-12-310000912958tigo:HondurasJointVenturesMember2023-01-012023-12-310000912958ifrs-full:JointVenturesWhereEntityIsVenturerMembertigo:HondurasJointVenturesMember2024-12-310000912958ifrs-full:JointVenturesWhereEntityIsVenturerMembertigo:HondurasJointVenturesMember2023-12-310000912958tigo:TelefonicaCelularS.AMember2024-01-012024-12-310000912958tigo:TelefonicaCelularS.AMember2023-01-012023-12-310000912958tigo:NavegaS.A.deCVMember2024-01-012024-12-310000912958tigo:NavegaS.A.deCVMember2023-01-012023-12-310000912958tigo:HondurasJointVenturesMember2024-01-012024-12-310000912958tigo:HondurasJointVenturesMember2022-12-310000912958tigo:HondurasJointVenturesMember2023-12-310000912958tigo:HondurasJointVenturesMember2024-12-310000912958tigo:HondurasJointVenturesMember2022-01-012022-12-310000912958tigo:ColombiaMovilS.A.E.S.P.TigoColombiaMemberifrs-full:JointOperationsMember2024-12-310000912958ifrs-full:JointOperationsMember2024-12-310000912958tigo:MKCBrilliantHoldingGmbHLIHMember2024-01-012024-12-310000912958tigo:MKCBrilliantHoldingGmbHLIHMember2016-01-012016-12-310000912958tigo:MKCBrilliantHoldingGmbHLIHMember2017-01-012017-12-310000912958tigo:MilvikABMember2023-01-012023-12-310000912958ifrs-full:DiscontinuedOperationsMember2024-01-012024-12-310000912958ifrs-full:DiscontinuedOperationsMember2023-01-012023-12-310000912958tigo:MobileServicesMemberifrs-full:GoodsOrServicesTransferredOverTimeMember2024-01-012024-12-310000912958tigo:MobileServicesMemberifrs-full:GoodsOrServicesTransferredOverTimeMember2023-01-012023-12-310000912958tigo:MobileServicesMemberifrs-full:GoodsOrServicesTransferredOverTimeMember2022-01-012022-12-310000912958tigo:MobileServicesMemberifrs-full:GoodsOrServicesTransferredAtPointInTimeMember2024-01-012024-12-310000912958tigo:MobileServicesMemberifrs-full:GoodsOrServicesTransferredAtPointInTimeMember2023-01-012023-12-310000912958tigo:MobileServicesMemberifrs-full:GoodsOrServicesTransferredAtPointInTimeMember2022-01-012022-12-310000912958tigo:CableAndOtherFixedServicesMemberifrs-full:GoodsOrServicesTransferredOverTimeMember2024-01-012024-12-310000912958tigo:CableAndOtherFixedServicesMemberifrs-full:GoodsOrServicesTransferredOverTimeMember2023-01-012023-12-310000912958tigo:CableAndOtherFixedServicesMemberifrs-full:GoodsOrServicesTransferredOverTimeMember2022-01-012022-12-310000912958tigo:OtherServicesMemberifrs-full:GoodsOrServicesTransferredOverTimeMember2024-01-012024-12-310000912958tigo:OtherServicesMemberifrs-full:GoodsOrServicesTransferredOverTimeMember2023-01-012023-12-310000912958tigo:OtherServicesMemberifrs-full:GoodsOrServicesTransferredOverTimeMember2022-01-012022-12-310000912958tigo:Service1Member2024-01-012024-12-310000912958tigo:Service1Member2023-01-012023-12-310000912958tigo:Service1Member2022-01-012022-12-310000912958tigo:TelephoneAndEquipmentMemberifrs-full:GoodsOrServicesTransferredAtPointInTimeMember2024-01-012024-12-310000912958tigo:TelephoneAndEquipmentMemberifrs-full:GoodsOrServicesTransferredAtPointInTimeMember2023-01-012023-12-310000912958tigo:TelephoneAndEquipmentMemberifrs-full:GoodsOrServicesTransferredAtPointInTimeMember2022-01-012022-12-310000912958tigo:ParaguayAndGuatemalaMember2024-01-012024-12-310000912958country:CO2023-01-012023-12-310000912958country:PY2023-01-012023-12-310000912958country:GTifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMembertigo:Service1Member2024-01-012024-12-310000912958country:COifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMembertigo:Service1Member2024-01-012024-12-310000912958country:PAifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMembertigo:Service1Member2024-01-012024-12-310000912958country:BOifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMembertigo:Service1Member2024-01-012024-12-310000912958country:HNifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMembertigo:Service1Member2024-01-012024-12-310000912958country:PYifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMembertigo:Service1Member2024-01-012024-12-310000912958ifrs-full:OperatingSegmentsMemberifrs-full:AllOtherSegmentsMembertigo:Service1Member2024-01-012024-12-310000912958tigo:Service1Memberifrs-full:OperatingSegmentsMember2024-01-012024-12-310000912958tigo:Service1Memberifrs-full:EliminationOfIntersegmentAmountsMember2024-01-012024-12-310000912958country:GTifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMembertigo:TelephoneAndEquipmentMember2024-01-012024-12-310000912958country:COifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMembertigo:TelephoneAndEquipmentMember2024-01-012024-12-310000912958country:PAifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMembertigo:TelephoneAndEquipmentMember2024-01-012024-12-310000912958country:BOifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMembertigo:TelephoneAndEquipmentMember2024-01-012024-12-310000912958country:HNifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMembertigo:TelephoneAndEquipmentMember2024-01-012024-12-310000912958country:PYifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMembertigo:TelephoneAndEquipmentMember2024-01-012024-12-310000912958ifrs-full:OperatingSegmentsMemberifrs-full:AllOtherSegmentsMembertigo:TelephoneAndEquipmentMember2024-01-012024-12-310000912958tigo:TelephoneAndEquipmentMemberifrs-full:OperatingSegmentsMember2024-01-012024-12-310000912958tigo:TelephoneAndEquipmentMemberifrs-full:EliminationOfIntersegmentAmountsMember2024-01-012024-12-310000912958tigo:TelephoneAndEquipmentMember2024-01-012024-12-310000912958country:GTifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMember2024-01-012024-12-310000912958country:COifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMember2024-01-012024-12-310000912958country:PAifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMember2024-01-012024-12-310000912958country:BOifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMember2024-01-012024-12-310000912958country:HNifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMember2024-01-012024-12-310000912958country:PYifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMember2024-01-012024-12-310000912958ifrs-full:OperatingSegmentsMemberifrs-full:AllOtherSegmentsMember2024-01-012024-12-310000912958ifrs-full:OperatingSegmentsMember2024-01-012024-12-310000912958ifrs-full:EliminationOfIntersegmentAmountsMember2024-01-012024-12-310000912958country:GTifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMembertigo:Service1Member2023-01-012023-12-310000912958country:COifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMembertigo:Service1Member2023-01-012023-12-310000912958country:PAifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMembertigo:Service1Member2023-01-012023-12-310000912958country:BOifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMembertigo:Service1Member2023-01-012023-12-310000912958country:HNifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMembertigo:Service1Member2023-01-012023-12-310000912958country:PYifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMembertigo:Service1Member2023-01-012023-12-310000912958ifrs-full:OperatingSegmentsMemberifrs-full:AllOtherSegmentsMembertigo:Service1Member2023-01-012023-12-310000912958tigo:Service1Memberifrs-full:OperatingSegmentsMember2023-01-012023-12-310000912958tigo:Service1Memberifrs-full:EliminationOfIntersegmentAmountsMember2023-01-012023-12-310000912958country:GTifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMembertigo:TelephoneAndEquipmentMember2023-01-012023-12-310000912958country:COifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMembertigo:TelephoneAndEquipmentMember2023-01-012023-12-310000912958country:PAifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMembertigo:TelephoneAndEquipmentMember2023-01-012023-12-310000912958country:BOifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMembertigo:TelephoneAndEquipmentMember2023-01-012023-12-310000912958country:HNifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMembertigo:TelephoneAndEquipmentMember2023-01-012023-12-310000912958country:PYifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMembertigo:TelephoneAndEquipmentMember2023-01-012023-12-310000912958ifrs-full:OperatingSegmentsMemberifrs-full:AllOtherSegmentsMembertigo:TelephoneAndEquipmentMember2023-01-012023-12-310000912958tigo:TelephoneAndEquipmentMemberifrs-full:OperatingSegmentsMember2023-01-012023-12-310000912958tigo:TelephoneAndEquipmentMemberifrs-full:EliminationOfIntersegmentAmountsMember2023-01-012023-12-310000912958tigo:TelephoneAndEquipmentMember2023-01-012023-12-310000912958country:GTifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMember2023-01-012023-12-310000912958country:COifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMember2023-01-012023-12-310000912958country:PAifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMember2023-01-012023-12-310000912958country:BOifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMember2023-01-012023-12-310000912958country:HNifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMember2023-01-012023-12-310000912958country:PYifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMember2023-01-012023-12-310000912958ifrs-full:OperatingSegmentsMemberifrs-full:AllOtherSegmentsMember2023-01-012023-12-310000912958ifrs-full:OperatingSegmentsMember2023-01-012023-12-310000912958ifrs-full:EliminationOfIntersegmentAmountsMember2023-01-012023-12-310000912958country:GTifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMembertigo:Service1Member2022-01-012022-12-310000912958country:COifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMembertigo:Service1Member2022-01-012022-12-310000912958country:PAifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMembertigo:Service1Member2022-01-012022-12-310000912958country:BOifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMembertigo:Service1Member2022-01-012022-12-310000912958country:HNifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMembertigo:Service1Member2022-01-012022-12-310000912958country:PYifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMembertigo:Service1Member2022-01-012022-12-310000912958ifrs-full:OperatingSegmentsMemberifrs-full:AllOtherSegmentsMembertigo:Service1Member2022-01-012022-12-310000912958tigo:Service1Memberifrs-full:OperatingSegmentsMember2022-01-012022-12-310000912958tigo:Service1Memberifrs-full:EliminationOfIntersegmentAmountsMember2022-01-012022-12-310000912958country:GTifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMembertigo:TelephoneAndEquipmentMember2022-01-012022-12-310000912958country:COifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMembertigo:TelephoneAndEquipmentMember2022-01-012022-12-310000912958country:PAifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMembertigo:TelephoneAndEquipmentMember2022-01-012022-12-310000912958country:BOifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMembertigo:TelephoneAndEquipmentMember2022-01-012022-12-310000912958country:HNifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMembertigo:TelephoneAndEquipmentMember2022-01-012022-12-310000912958country:PYifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMembertigo:TelephoneAndEquipmentMember2022-01-012022-12-310000912958ifrs-full:OperatingSegmentsMemberifrs-full:AllOtherSegmentsMembertigo:TelephoneAndEquipmentMember2022-01-012022-12-310000912958tigo:TelephoneAndEquipmentMemberifrs-full:OperatingSegmentsMember2022-01-012022-12-310000912958tigo:TelephoneAndEquipmentMemberifrs-full:EliminationOfIntersegmentAmountsMember2022-01-012022-12-310000912958tigo:TelephoneAndEquipmentMember2022-01-012022-12-310000912958country:GTifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMember2022-01-012022-12-310000912958country:COifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMember2022-01-012022-12-310000912958country:PAifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMember2022-01-012022-12-310000912958country:BOifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMember2022-01-012022-12-310000912958country:HNifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMember2022-01-012022-12-310000912958country:PYifrs-full:OperatingSegmentsMemberifrs-full:ReportableSegmentsMember2022-01-012022-12-310000912958ifrs-full:OperatingSegmentsMemberifrs-full:AllOtherSegmentsMember2022-01-012022-12-310000912958ifrs-full:OperatingSegmentsMember2022-01-012022-12-310000912958ifrs-full:EliminationOfIntersegmentAmountsMember2022-01-012022-12-310000912958tigo:WagesAndSalariesMember2024-01-012024-12-310000912958tigo:WagesAndSalariesMember2023-01-012023-12-310000912958tigo:ShareBasedCompensationMember2024-01-012024-12-310000912958tigo:ShareBasedCompensationMember2023-01-012023-12-310000912958tigo:IncentivePlans2020Member2024-01-012024-12-310000912958tigo:IncentivePlans2020Member2023-01-012023-12-310000912958tigo:IncentivePlans2020Member2022-01-012022-12-310000912958tigo:IncentivePlans2021Member2024-01-012024-12-310000912958tigo:IncentivePlans2021Member2023-01-012023-12-310000912958tigo:IncentivePlans2021Member2022-01-012022-12-310000912958tigo:IncentivePlans2022Member2024-01-012024-12-310000912958tigo:IncentivePlans2022Member2023-01-012023-12-310000912958tigo:IncentivePlans2022Member2022-01-012022-12-310000912958tigo:IncentivePlans2023Member2024-01-012024-12-310000912958tigo:IncentivePlans2023Member2023-01-012023-12-310000912958tigo:IncentivePlans2023Member2022-01-012022-12-310000912958tigo:IncentivePlans2024Member2024-01-012024-12-310000912958tigo:IncentivePlans2024Member2023-01-012023-12-310000912958tigo:IncentivePlans2024Member2022-01-012022-12-310000912958tigo:SharebasedCompensationAwardTrancheTwoMembertigo:DeferredSharePlansMember2019-12-310000912958tigo:SharebasedCompensationAwardTrancheOneMembertigo:DeferredSharePlansMember2019-12-310000912958tigo:SharebasedCompensationAwardTrancheThreeMembertigo:DeferredSharePlansMember2019-12-310000912958tigo:DeferredSharePlansMember2019-01-012019-12-310000912958tigo:PerformanceSharePlanMember2024-01-012024-12-310000912958tigo:PerformanceSharePlanRelativeTSRMembertigo:RelativeTSRMember2024-01-012024-12-310000912958tigo:PerformanceSharePlan2024SARMembertigo:RelativeTSRMember2024-01-012024-12-310000912958tigo:PerformanceSharePlan2022RelativeTSRMembertigo:RelativeTSRMember2024-01-012024-12-310000912958tigo:PerformanceSharePlan2023RelativeTSRMembertigo:RelativeTSRMember2024-01-012024-12-310000912958tigo:PerformanceSharePlan2021RelativeTSRMembertigo:RelativeTSRMember2024-01-012024-12-310000912958tigo:PerformanceSharePlan2023RelativeTSRMember2024-01-012024-12-310000912958tigo:PerformanceSharePlan2023RelativeTSRMember2024-12-310000912958tigo:PerformanceSharePlan2022RelativeTSRMember2024-01-012024-12-310000912958tigo:PerformanceSharePlan2022RelativeTSRMember2024-12-310000912958tigo:PerformanceSharePlan2021RelativeTSRMember2024-01-012024-12-310000912958tigo:PerformanceSharePlan2021RelativeTSRMember2024-12-310000912958tigo:PerformanceSharePlan2024SARMember2024-01-012024-12-310000912958tigo:PerformanceSharePlan2024SARMember2024-12-310000912958tigo:IncentivePlan2024PerformancePlanMember2024-01-012024-12-310000912958tigo:IncentivePlan2024DeferredPlanMember2024-01-012024-12-310000912958tigo:IncentivePlan2023PerformancePlanMember2024-01-012024-12-310000912958tigo:IncentivePlan2023DeferredPlanMember2024-01-012024-12-310000912958tigo:IncentivePlan2022PerformancePlanMember2024-01-012024-12-310000912958tigo:IncentivePlan2022DeferredPlanMember2024-01-012024-12-310000912958tigo:IncentivePlan2021PerformancePlanMember2024-01-012024-12-310000912958tigo:IncentivePlan2021DeferredPlanMember2024-01-012024-12-310000912958tigo:IncentivePlan2024PerformancePlanMember2021-01-012021-12-310000912958tigo:IncentivePlan2024DeferredPlanMember2021-01-012021-12-310000912958tigo:IncentivePlan2023PerformancePlanMember2021-01-012021-12-310000912958tigo:IncentivePlan2023DeferredPlanMember2021-01-012021-12-310000912958tigo:IncentivePlan2022PerformancePlanMember2021-01-012021-12-310000912958tigo:IncentivePlan2022DeferredPlanMember2021-01-012021-12-310000912958tigo:IncentivePlan2021PerformancePlanMember2021-01-012021-12-310000912958tigo:IncentivePlan2021DeferredPlanMember2021-01-012021-12-310000912958tigo:IncentivePlan2024PerformancePlanMember2022-01-012022-12-310000912958tigo:IncentivePlan2024DeferredPlanMember2022-01-012022-12-310000912958tigo:IncentivePlan2023PerformancePlanMember2022-01-012022-12-310000912958tigo:IncentivePlan2023DeferredPlanMember2022-01-012022-12-310000912958tigo:IncentivePlan2022PerformancePlanMember2022-01-012022-12-310000912958tigo:IncentivePlan2022DeferredPlanMember2022-01-012022-12-310000912958tigo:IncentivePlan2021PerformancePlanMember2022-01-012022-12-310000912958tigo:IncentivePlan2021DeferredPlanMember2022-01-012022-12-310000912958tigo:IncentivePlan2024PerformancePlanMember2023-01-012023-12-310000912958tigo:IncentivePlan2024DeferredPlanMember2023-01-012023-12-310000912958tigo:IncentivePlan2023PerformancePlanMember2023-01-012023-12-310000912958tigo:IncentivePlan2023DeferredPlanMember2023-01-012023-12-310000912958tigo:IncentivePlan2022PerformancePlanMember2023-01-012023-12-310000912958tigo:IncentivePlan2022DeferredPlanMember2023-01-012023-12-310000912958tigo:IncentivePlan2021PerformancePlanMember2023-01-012023-12-310000912958tigo:IncentivePlan2021DeferredPlanMember2023-01-012023-12-310000912958tigo:IncentivePlan2024PerformancePlanMember2024-12-310000912958tigo:IncentivePlan2024DeferredPlanMember2024-12-310000912958tigo:IncentivePlan2023PerformancePlanMember2024-12-310000912958tigo:IncentivePlan2023DeferredPlanMember2024-12-310000912958tigo:IncentivePlan2022PerformancePlanMember2024-12-310000912958tigo:IncentivePlan2022DeferredPlanMember2024-12-310000912958tigo:IncentivePlan2021PerformancePlanMember2024-12-310000912958tigo:IncentivePlan2021DeferredPlanMember2024-12-310000912958tigo:IncentivePlan2024PerformancePlanMembertigo:ShareAppreciationRightsUnitsMember2024-12-310000912958tigo:Tranche2022Membersrt:ExecutiveOfficerMembertigo:PerformanceSharePlan2021RelativeTSRMembertigo:MarketStockUnitsMSUMember2024-12-310000912958tigo:Tranche2023Membersrt:ExecutiveOfficerMembertigo:PerformanceSharePlan2021RelativeTSRMembertigo:MarketStockUnitsMSUMember2024-12-310000912958srt:ExecutiveOfficerMembertigo:PerformanceSharePlan2021RelativeTSRMembertigo:MarketStockUnitsMSUMember2024-12-310000912958tigo:Tranche2022Membersrt:ExecutiveOfficerMembertigo:PerformanceSharePlan2021RelativeTSRMembertigo:MarketStockUnitsMSUMember2024-01-012024-12-310000912958tigo:Tranche2023Membersrt:ExecutiveOfficerMembertigo:PerformanceSharePlan2021RelativeTSRMembertigo:MarketStockUnitsMSUMember2024-01-012024-12-310000912958tigo:Tranche2022Membersrt:ExecutiveOfficerMembertigo:PerformanceSharePlan2021RelativeTSRMembertigo:MarketStockUnitsMSUMember2023-01-012023-12-310000912958srt:ExecutiveOfficerMembertigo:PerformanceSharePlan2021RelativeTSRMembertigo:MarketStockUnitsMSUMember2023-12-310000912958srt:ExecutiveOfficerMembertigo:PerformanceSharePlan2021RelativeTSRMembertigo:MarketStockUnitsMSUMember2024-01-012024-12-310000912958srt:ExecutiveOfficerMembertigo:PerformanceSharePlan2021RelativeTSRMembertigo:MarketStockUnitsMSUMember2023-01-012023-12-310000912958tigo:LongServicePlansMember2024-01-012024-12-310000912958ifrs-full:BottomOfRangeMembertigo:LongServicePlansMember2024-01-012024-12-310000912958ifrs-full:TopOfRangeMembertigo:LongServicePlansMember2024-01-012024-12-310000912958tigo:TerminationPlansMember2024-12-310000912958tigo:TerminationPlansMember2023-12-310000912958tigo:TerminationPlansMember2024-01-012024-12-310000912958tigo:TerminationPlansMember2023-01-012023-12-310000912958tigo:ChairpersonMember2024-01-012024-12-310000912958tigo:ChairpersonMember2023-01-012023-12-310000912958tigo:ChairpersonMember2022-01-012022-12-310000912958tigo:OtherMembersOfTheBoardMember2024-01-012024-12-310000912958tigo:OtherMembersOfTheBoardMember2023-01-012023-12-310000912958tigo:OtherMembersOfTheBoardMember2022-01-012022-12-310000912958tigo:ChairpersonMember2024-12-310000912958tigo:ChairpersonMember2023-12-310000912958tigo:OtherMembersOfTheBoardMember2024-12-310000912958tigo:OtherMembersOfTheBoardMember2023-12-310000912958tigo:GroupLeadershipTeamMember2024-01-012024-12-310000912958tigo:GroupLeadershipTeamMember2023-01-012023-12-310000912958tigo:GroupLeadershipTeamMember2022-01-012022-12-310000912958tigo:EquityInvestmentInMilvikMember2024-01-012024-12-310000912958tigo:EquityInvestmentInMilvikMember2023-01-012023-12-310000912958tigo:EquityInvestmentInMilvikMember2022-01-012022-12-310000912958ifrs-full:BottomOfRangeMember2024-01-012024-12-310000912958ifrs-full:TopOfRangeMember2024-01-012024-12-310000912958ifrs-full:BottomOfRangeMember2023-01-012023-12-310000912958ifrs-full:TopOfRangeMember2023-01-012023-12-310000912958ifrs-full:BottomOfRangeMember2022-01-012022-12-310000912958ifrs-full:TopOfRangeMember2022-01-012022-12-310000912958ifrs-full:DiscontinuedOperationsMember2022-01-012022-12-310000912958ifrs-full:AggregateContinuingAndDiscontinuedOperationsMember2024-01-012024-12-310000912958ifrs-full:AggregateContinuingAndDiscontinuedOperationsMember2023-01-012023-12-310000912958ifrs-full:AggregateContinuingAndDiscontinuedOperationsMember2022-01-012022-12-310000912958tigo:PropertyPlantAndEquipmentRelatedTemporaryDifferencesMember2022-12-310000912958ifrs-full:UnusedTaxLossesMember2022-12-310000912958tigo:UnremittedEarningsMember2022-12-310000912958ifrs-full:OtherTemporaryDifferencesMember2022-12-310000912958tigo:BeforeOffsetAmountMembertigo:PropertyPlantAndEquipmentRelatedTemporaryDifferencesMember2022-12-310000912958tigo:BeforeOffsetAmountMemberifrs-full:UnusedTaxLossesMember2022-12-310000912958tigo:BeforeOffsetAmountMembertigo:UnremittedEarningsMember2022-12-310000912958tigo:BeforeOffsetAmountMemberifrs-full:OtherTemporaryDifferencesMember2022-12-310000912958tigo:OffsetAmountMember2022-12-310000912958tigo:PropertyPlantAndEquipmentRelatedTemporaryDifferencesMember2023-01-012023-12-310000912958ifrs-full:UnusedTaxLossesMember2023-01-012023-12-310000912958tigo:UnremittedEarningsMember2023-01-012023-12-310000912958ifrs-full:OtherTemporaryDifferencesMember2023-01-012023-12-310000912958tigo:PropertyPlantAndEquipmentRelatedTemporaryDifferencesMember2023-12-310000912958ifrs-full:UnusedTaxLossesMember2023-12-310000912958tigo:UnremittedEarningsMember2023-12-310000912958ifrs-full:OtherTemporaryDifferencesMember2023-12-310000912958tigo:BeforeOffsetAmountMembertigo:PropertyPlantAndEquipmentRelatedTemporaryDifferencesMember2023-12-310000912958tigo:BeforeOffsetAmountMemberifrs-full:UnusedTaxLossesMember2023-12-310000912958tigo:BeforeOffsetAmountMembertigo:UnremittedEarningsMember2023-12-310000912958tigo:BeforeOffsetAmountMemberifrs-full:OtherTemporaryDifferencesMember2023-12-310000912958tigo:OffsetAmountMember2023-12-310000912958tigo:PropertyPlantAndEquipmentRelatedTemporaryDifferencesMember2024-01-012024-12-310000912958ifrs-full:UnusedTaxLossesMember2024-01-012024-12-310000912958tigo:UnremittedEarningsMember2024-01-012024-12-310000912958ifrs-full:OtherTemporaryDifferencesMember2024-01-012024-12-310000912958tigo:PropertyPlantAndEquipmentRelatedTemporaryDifferencesMember2024-12-310000912958ifrs-full:UnusedTaxLossesMember2024-12-310000912958tigo:UnremittedEarningsMember2024-12-310000912958ifrs-full:OtherTemporaryDifferencesMember2024-12-310000912958tigo:BeforeOffsetAmountMembertigo:PropertyPlantAndEquipmentRelatedTemporaryDifferencesMember2024-12-310000912958tigo:BeforeOffsetAmountMemberifrs-full:UnusedTaxLossesMember2024-12-310000912958tigo:BeforeOffsetAmountMembertigo:UnremittedEarningsMember2024-12-310000912958tigo:BeforeOffsetAmountMemberifrs-full:OtherTemporaryDifferencesMember2024-12-310000912958tigo:OffsetAmountMember2024-12-310000912958ifrs-full:NotLaterThanOneYearMember2024-12-310000912958ifrs-full:NotLaterThanOneYearMember2023-12-310000912958ifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMember2024-12-310000912958ifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMember2023-12-310000912958ifrs-full:LaterThanFiveYearsMember2024-12-310000912958ifrs-full:LaterThanFiveYearsMember2023-12-310000912958tigo:NoExpirationMember2024-12-310000912958tigo:NoExpirationMember2023-12-310000912958country:LU2024-12-310000912958country:LU2023-12-310000912958country:CO2024-12-310000912958country:CO2023-12-310000912958country:SE2024-12-310000912958country:SE2023-12-310000912958country:PA2024-12-310000912958country:PA2023-12-310000912958country:NL2024-12-310000912958country:NL2023-12-310000912958country:BO2024-12-310000912958country:BO2023-12-310000912958exch:DCSX2024-12-310000912958exch:DCSX2023-12-310000912958country:GB2024-12-310000912958country:GB2023-12-310000912958tigo:MillicomInternationalCellularS.A.Member2024-12-3100009129582022-05-182022-05-180000912958ifrs-full:EquityAttributableToOwnersOfParentMember2022-05-182022-05-180000912958ifrs-full:StatutoryReserveMember2021-12-310000912958ifrs-full:ReserveOfSharebasedPaymentsMember2021-12-310000912958ifrs-full:ReserveOfGainsAndLossesOnHedgingInstrumentsThatHedgeInvestmentsInEquityInstrumentsMember2021-12-310000912958ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember2021-12-310000912958ifrs-full:ReserveOfRemeasurementsOfDefinedBenefitPlansMember2021-12-310000912958ifrs-full:ReserveOfSharebasedPaymentsMember2022-01-012022-12-310000912958ifrs-full:ReserveOfRemeasurementsOfDefinedBenefitPlansMember2022-01-012022-12-310000912958ifrs-full:ReserveOfGainsAndLossesOnHedgingInstrumentsThatHedgeInvestmentsInEquityInstrumentsMember2022-01-012022-12-310000912958ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember2022-01-012022-12-310000912958ifrs-full:StatutoryReserveMember2022-12-310000912958ifrs-full:ReserveOfSharebasedPaymentsMember2022-12-310000912958ifrs-full:ReserveOfGainsAndLossesOnHedgingInstrumentsThatHedgeInvestmentsInEquityInstrumentsMember2022-12-310000912958ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember2022-12-310000912958ifrs-full:ReserveOfRemeasurementsOfDefinedBenefitPlansMember2022-12-310000912958ifrs-full:ReserveOfSharebasedPaymentsMember2023-01-012023-12-310000912958ifrs-full:ReserveOfRemeasurementsOfDefinedBenefitPlansMember2023-01-012023-12-310000912958ifrs-full:StatutoryReserveMember2023-01-012023-12-310000912958ifrs-full:ReserveOfGainsAndLossesOnHedgingInstrumentsThatHedgeInvestmentsInEquityInstrumentsMember2023-01-012023-12-310000912958ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember2023-01-012023-12-310000912958ifrs-full:StatutoryReserveMember2023-12-310000912958ifrs-full:ReserveOfSharebasedPaymentsMember2023-12-310000912958ifrs-full:ReserveOfGainsAndLossesOnHedgingInstrumentsThatHedgeInvestmentsInEquityInstrumentsMember2023-12-310000912958ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember2023-12-310000912958ifrs-full:ReserveOfRemeasurementsOfDefinedBenefitPlansMember2023-12-310000912958ifrs-full:ReserveOfSharebasedPaymentsMember2024-01-012024-12-310000912958ifrs-full:ReserveOfRemeasurementsOfDefinedBenefitPlansMember2024-01-012024-12-310000912958ifrs-full:StatutoryReserveMember2024-01-012024-12-310000912958ifrs-full:ReserveOfGainsAndLossesOnHedgingInstrumentsThatHedgeInvestmentsInEquityInstrumentsMember2024-01-012024-12-310000912958ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember2024-01-012024-12-310000912958ifrs-full:StatutoryReserveMember2024-12-310000912958ifrs-full:ReserveOfSharebasedPaymentsMember2024-12-310000912958ifrs-full:ReserveOfGainsAndLossesOnHedgingInstrumentsThatHedgeInvestmentsInEquityInstrumentsMember2024-12-310000912958ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember2024-12-310000912958ifrs-full:ReserveOfRemeasurementsOfDefinedBenefitPlansMember2024-12-310000912958tigo:BondBorrowingsMember2024-12-310000912958tigo:BondBorrowingsMember2023-12-310000912958tigo:BankAndDevelopmentFinancialInstitutionBorrowingsMember2024-12-310000912958tigo:BankAndDevelopmentFinancialInstitutionBorrowingsMember2023-12-310000912958tigo:OtherBorrowingsMember2024-12-310000912958tigo:OtherBorrowingsMember2023-12-310000912958tigo:BilateralFacilityWithIICMember2018-07-310000912958country:LU2024-12-310000912958country:LU2023-12-310000912958country:GT2024-12-310000912958country:GT2023-12-310000912958country:CO2024-12-310000912958country:CO2023-12-310000912958country:PY2024-12-310000912958country:PY2023-12-310000912958country:BO2024-12-310000912958country:BO2023-12-310000912958country:PA2024-12-310000912958country:PA2023-12-310000912958country:CR2024-12-310000912958country:CR2023-12-310000912958country:SV2024-12-310000912958country:SV2023-12-310000912958country:NI2024-12-310000912958country:NI2023-12-310000912958tigo:SEKSeniorUnsecuredVariableRateNotesDue2027Member2024-12-310000912958tigo:SEKSeniorUnsecuredVariableRateNotesDue2027Member2023-12-310000912958ifrs-full:FixedInterestRateMembertigo:USD7.375SeniorNotesDue2032Member2024-12-310000912958tigo:USD7.375SeniorNotesDue2032Member2024-12-310000912958tigo:USD7.375SeniorNotesDue2032Member2023-12-310000912958ifrs-full:FixedInterestRateMembertigo:USD4500SeniorNotesDue2031Member2024-12-310000912958tigo:USD4500SeniorNotesDue2031Member2024-12-310000912958tigo:USD4500SeniorNotesDue2031Member2023-12-310000912958ifrs-full:FixedInterestRateMembertigo:USD6.625SeniorNotesDue2026Member2024-12-310000912958tigo:USD6.625SeniorNotesDue2026Member2024-12-310000912958tigo:USD6.625SeniorNotesDue2026Member2023-12-310000912958ifrs-full:FixedInterestRateMembertigo:USD6.25SeniorNotesDue2029Member2024-12-310000912958tigo:USD6.25SeniorNotesDue2029Member2024-12-310000912958tigo:USD6.25SeniorNotesDue2029Member2023-12-310000912958ifrs-full:FixedInterestRateMembertigo:USD5.125SeniorNotesDue2028Member2024-12-310000912958tigo:USD5.125SeniorNotesDue2028Member2024-12-310000912958tigo:USD5.125SeniorNotesDue2028Member2023-12-310000912958ifrs-full:FixedInterestRateMembertigo:USD5.875SeniorNotesDue2027Member2024-12-310000912958tigo:USD5.875SeniorNotesDue2027Member2024-12-310000912958tigo:USD5.875SeniorNotesDue2027Member2023-12-310000912958ifrs-full:FixedInterestRateMembertigo:PYG8.750NotesTrancheADue2024Member2024-12-310000912958tigo:PYG8.750NotesTrancheADue2024Member2024-12-310000912958tigo:PYG8.750NotesTrancheADue2024Member2023-12-310000912958ifrs-full:FixedInterestRateMembertigo:PYG9.250NotesDue2026Member2024-12-310000912958tigo:PYG9.250NotesDue2026Member2024-12-310000912958tigo:PYG9.250NotesDue2026Member2023-12-310000912958ifrs-full:FixedInterestRateMembertigo:PYG10.000NotesTrancheCDue2029Member2024-12-310000912958tigo:PYG10.000NotesTrancheCDue2029Member2024-12-310000912958tigo:PYG10.000NotesTrancheCDue2029Member2023-12-310000912958ifrs-full:FixedInterestRateMembertigo:PYG9.250NotesTrancheBDue2026Member2024-12-310000912958tigo:PYG9.250NotesTrancheBDue2026Member2024-12-310000912958tigo:PYG9.250NotesTrancheBDue2026Member2023-12-310000912958ifrs-full:FixedInterestRateMembertigo:PYG10000NotesTrancheEDue2029Member2024-12-310000912958tigo:PYG10000NotesTrancheEDue2029Member2024-12-310000912958tigo:PYG10000NotesTrancheEDue2029Member2023-12-310000912958ifrs-full:FixedInterestRateMembertigo:PYG9250NotesTrancheFDue2027Member2024-12-310000912958tigo:PYG9250NotesTrancheFDue2027Member2024-12-310000912958tigo:PYG9250NotesTrancheFDue2027Member2023-12-310000912958ifrs-full:FixedInterestRateMembertigo:PYG10000NotesTrancheGDue2030Member2024-12-310000912958tigo:PYG10000NotesTrancheGDue2030Member2024-12-310000912958tigo:PYG10000NotesTrancheGDue2030Member2023-12-310000912958ifrs-full:FixedInterestRateMembertigo:PYG6000NotesTrancheHDue2026Member2024-12-310000912958tigo:PYG6000NotesTrancheHDue2026Member2024-12-310000912958tigo:PYG6000NotesTrancheHDue2026Member2023-12-310000912958ifrs-full:FixedInterestRateMembertigo:PYG6700NotesTrancheIDue2028Member2024-12-310000912958tigo:PYG6700NotesTrancheIDue2028Member2024-12-310000912958tigo:PYG6700NotesTrancheIDue2028Member2023-12-310000912958ifrs-full:FixedInterestRateMembertigo:PYG7500NotesTrancheJDue2031Member2024-12-310000912958tigo:PYG7500NotesTrancheJDue2031Member2024-12-310000912958tigo:PYG7500NotesTrancheJDue2031Member2023-12-310000912958ifrs-full:FixedInterestRateMembertigo:PYG7.800NotesDue2027Member2024-12-310000912958tigo:PYG7.800NotesDue2027Member2024-12-310000912958tigo:PYG7.800NotesDue2027Member2023-12-310000912958ifrs-full:FixedInterestRateMembertigo:PYG8.170NotesDue2032Member2024-12-310000912958tigo:PYG8.170NotesDue2032Member2024-12-310000912958tigo:PYG8.170NotesDue2032Member2023-12-310000912958ifrs-full:FixedInterestRateMembertigo:BOB5800NotesDue2026Member2024-12-310000912958tigo:BOB5800NotesDue2026Member2024-12-310000912958tigo:BOB5800NotesDue2026Member2023-12-310000912958ifrs-full:FixedInterestRateMembertigo:BOB3.95NotesDue2024Member2024-12-310000912958tigo:BOB3.95NotesDue2024Member2024-12-310000912958tigo:BOB3.95NotesDue2024Member2023-12-310000912958ifrs-full:FixedInterestRateMembertigo:BOB4600NotesDue2024Member2024-12-310000912958tigo:BOB4600NotesDue2024Member2024-12-310000912958tigo:BOB4600NotesDue2024Member2023-12-310000912958ifrs-full:FixedInterestRateMembertigo:BOB4.30NotesDue2029Member2024-12-310000912958tigo:BOB4.30NotesDue2029Member2024-12-310000912958tigo:BOB4.30NotesDue2029Member2023-12-310000912958ifrs-full:FixedInterestRateMembertigo:BOB4.70NotesDue2024Member2024-12-310000912958tigo:BOB4.70NotesDue2024Member2024-12-310000912958tigo:BOB4.70NotesDue2024Member2023-12-310000912958ifrs-full:FixedInterestRateMembertigo:BOB5.30NotesDue2026Member2024-12-310000912958tigo:BOB5.30NotesDue2026Member2024-12-310000912958tigo:BOB5.30NotesDue2026Member2023-12-310000912958ifrs-full:FixedInterestRateMembertigo:BOB5000NotesDue2026Member2024-12-310000912958tigo:BOB5000NotesDue2026Member2024-12-310000912958tigo:BOB5000NotesDue2026Member2023-12-310000912958ifrs-full:FixedInterestRateMembertigo:BOB6.000NotesDue2028Member2024-12-310000912958tigo:BOB6.000NotesDue2028Member2024-12-310000912958tigo:BOB6.000NotesDue2028Member2023-12-310000912958ifrs-full:FixedInterestRateMembertigo:UNEBond3trancheADue2024Member2024-12-310000912958tigo:UNEBond3trancheADue2024Member2024-12-310000912958tigo:UNEBond3trancheADue2024Member2023-12-310000912958tigo:UNEBond3trancheBDue2026Member2024-12-310000912958tigo:UNEBond3trancheBDue2026Member2023-12-310000912958tigo:UNEBond3trancheCDue2036Member2024-12-310000912958tigo:UNEBond3trancheCDue2036Member2023-12-310000912958ifrs-full:FixedInterestRateMembertigo:UNEBond6600Due2030Member2024-12-310000912958tigo:UNEBond6600Due2030Member2024-12-310000912958tigo:UNEBond6600Due2030Member2023-12-310000912958ifrs-full:FixedInterestRateMembertigo:UNEBond4TrancheADue2028Member2024-12-310000912958tigo:UNEBond4TrancheADue2028Member2024-12-310000912958tigo:UNEBond4TrancheADue2028Member2023-12-310000912958tigo:UNEBond4TrancheBDue2031Member2024-12-310000912958tigo:UNEBond4TrancheBDue2031Member2023-12-310000912958tigo:UNEBond4TrancheCDue2036Member2024-12-310000912958tigo:UNEBond4TrancheCDue2036Member2023-12-310000912958tigo:UNEBond7TrancheBDue2026Member2024-12-310000912958tigo:UNEBond7TrancheBDue2026Member2023-12-310000912958tigo:UNEBond7TrancheCDue2027Member2024-12-310000912958tigo:UNEBond7TrancheCDue2027Member2023-12-310000912958ifrs-full:FixedInterestRateMembertigo:UNEBond8TrancheADue2027Member2024-12-310000912958tigo:UNEBond8TrancheADue2027Member2024-12-310000912958tigo:UNEBond8TrancheADue2027Member2023-12-310000912958ifrs-full:FixedInterestRateMembertigo:USD4.500SeniorNotesDue2030Member2024-12-310000912958tigo:USD4.500SeniorNotesDue2030Member2024-12-310000912958tigo:USD4.500SeniorNotesDue2030Member2023-12-310000912958ifrs-full:FixedInterestRateMembertigo:USD5.125SeniorNotesDue2032Member2024-12-310000912958tigo:USD5.125SeniorNotesDue2032Member2024-12-310000912958tigo:USD5.125SeniorNotesDue2032Member2023-12-310000912958tigo:SEKSeniorUnsecuredVariableRateNotesDue2027Member2022-01-100000912958tigo:StockholmInterBankOfferedRateMembertigo:SEKSeniorUnsecuredVariableRateNotesDue2027Member2022-01-100000912958tigo:SEKSeniorUnsecuredVariableRateNotesDue2027Member2022-01-102022-01-100000912958tigo:EffectiveInterestRateMembertigo:SEKSeniorUnsecuredVariableRateNotesDue2027Member2019-05-310000912958tigo:USD7.375SeniorNotesDue2032Member2024-04-020000912958tigo:BankLoansWithDNBMember2024-04-022024-04-020000912958tigo:USD4500SeniorNotesDue2031Member2020-10-190000912958tigo:USD4500SeniorNotesDue2031Member2020-10-192020-10-190000912958tigo:EffectiveInterestRateMembertigo:USD4500SeniorNotesDue2031Member2020-10-190000912958tigo:USD6.625SeniorNotesDue2026Member2021-09-220000912958tigo:USD4500SeniorNotesDue2031Member2021-09-220000912958tigo:USD4500SeniorNotesDue2031Member2021-09-222021-09-220000912958tigo:USD4500SeniorNotesDue2031Member2023-11-012023-12-310000912958tigo:USD4500SeniorNotesDue2031Member2023-11-010000912958tigo:USD4500SeniorNotesDue2031Member2024-01-012024-12-310000912958ifrs-full:FixedInterestRateMembertigo:USD6.625SeniorNotesDue2026Member2018-10-310000912958tigo:USD6.625SeniorNotesDue2026Member2018-10-310000912958tigo:USD6.625SeniorNotesDue2026Member2018-10-012018-10-310000912958tigo:EffectiveInterestRateMembertigo:USD6.625SeniorNotesDue2026Member2018-10-310000912958tigo:USDNotesDue20262028And2029Member2021-02-220000912958tigo:USDNotesDue20262028And2029Member2021-02-222021-02-220000912958ifrs-full:FixedInterestRateMembertigo:USD6.625SeniorNotesDue2026Member2024-10-282024-10-280000912958ifrs-full:FixedInterestRateMembertigo:USD6.25SeniorNotesDue2029Member2019-03-310000912958tigo:USD6.25SeniorNotesDue2029Member2019-03-310000912958tigo:USD6.25SeniorNotesDue2029Member2019-03-012019-03-310000912958tigo:EffectiveInterestRateMembertigo:USD6.25SeniorNotesDue2029Member2019-03-310000912958ifrs-full:FixedInterestRateMembertigo:USD6.25SeniorNotesDue2029Member2024-01-012024-12-310000912958tigo:USD6.25SeniorNotesDue2029Member2024-01-012024-12-310000912958ifrs-full:FixedInterestRateMembertigo:USD5.125SeniorNotesDue2028Member2017-09-300000912958tigo:USD5.125SeniorNotesDue2028Member2017-09-300000912958tigo:USD5.125SeniorNotesDue2028Member2017-09-012017-09-300000912958tigo:EffectiveInterestRateMembertigo:USD5.125SeniorNotesDue2028Member2017-09-300000912958ifrs-full:FixedInterestRateMembertigo:USD5.125SeniorNotesDue2028Member2024-01-012024-12-310000912958ifrs-full:FixedInterestRateMembertigo:USD5.875SeniorNotesDue2027Member2019-04-300000912958tigo:USD5.875SeniorNotesDue2027Member2019-04-300000912958ifrs-full:FixedInterestRateMembertigo:USD6.75SeniorNotesDue2022Member2019-04-300000912958tigo:USD5.875SeniorNotesDue2027Member2019-04-012019-04-300000912958tigo:USD5.875SeniorNotesDue2027Member2018-04-012018-04-300000912958tigo:EffectiveInterestRateMembertigo:USD5.875SeniorNotesDue2027Member2018-04-300000912958tigo:USD5.875SeniorNotesDue2027Member2020-01-280000912958ifrs-full:FixedInterestRateMembertigo:USD5.875SeniorNotesDue2027Member2020-01-280000912958tigo:ImpliedYieldToMaturityMembertigo:USD5.875SeniorNotesDue2027Member2020-01-280000912958tigo:USD5.875SeniorNotesDue2027Member2022-11-040000912958tigo:USD5.875SeniorNotesDue2027Member2022-11-212022-11-210000912958ifrs-full:FixedInterestRateMembertigo:USD5.875SeniorNotesDue2027Member2024-12-312024-12-310000912958ifrs-full:FixedInterestRateMembertigo:USD5.875SeniorNotesDue2027Member2024-01-012024-12-310000912958ifrs-full:FixedInterestRateMembertigo:USD5.875SeniorNotesDue2027Member2024-09-232024-09-230000912958tigo:TelefonicaCelulardelParaguayS.A.E.NotesProgramMember2020-02-290000912958ifrs-full:BottomOfRangeMembertigo:TelefonicaCelulardelParaguayS.A.E.NotesProgramMember2019-06-012020-02-290000912958ifrs-full:TopOfRangeMembertigo:TelefonicaCelulardelParaguayS.A.E.NotesProgramMember2019-06-012020-02-290000912958tigo:TelefonicaCelulardelParaguayS.A.E.NotesProgramMember2021-10-010000912958ifrs-full:BottomOfRangeMembertigo:TelefonicaCelulardelParaguayS.A.E.NotesProgramMember2021-10-010000912958ifrs-full:TopOfRangeMembertigo:TelefonicaCelulardelParaguayS.A.E.NotesProgramMember2021-10-010000912958ifrs-full:BottomOfRangeMembertigo:TelefonicaCelulardelParaguayS.A.E.NotesProgramMember2021-10-012021-10-010000912958ifrs-full:TopOfRangeMembertigo:TelefonicaCelulardelParaguayS.A.E.NotesProgramMember2021-10-012021-10-010000912958ifrs-full:FixedInterestRateMembertigo:PYG8.750NotesTrancheADue2024Member2024-06-300000912958ifrs-full:FixedInterestRateMembertigo:PYG8.750NotesTrancheADue2024Member2024-06-012024-06-300000912958tigo:PYG8.170NotesDue2032Member2024-07-110000912958ifrs-full:FixedInterestRateMembertigo:PYG8.170NotesDue2032Member2024-07-112024-07-110000912958ifrs-full:FixedInterestRateMembertigo:PYG8.170NotesDue2032Member2024-07-110000912958tigo:DebtProgramRegisteredIn2021Member2019-04-300000912958tigo:BOBNotesIssuedApril2016Member2016-08-310000912958tigo:BOB3.95NotesDue2024Member2016-08-310000912958tigo:BOB4.30NotesDue2029Member2016-08-310000912958ifrs-full:FixedInterestRateMembertigo:BOB3.95NotesDue2024Member2016-08-310000912958ifrs-full:FixedInterestRateMembertigo:BOB4.30NotesDue2029Member2016-08-310000912958ifrs-full:FixedInterestRateMembertigo:BOB3.95NotesDue2024Member2024-06-012024-06-300000912958tigo:BOBNotesIssuedOctober2017Member2017-10-310000912958ifrs-full:FixedInterestRateMembertigo:BOB4.70NotesDue2024Member2017-10-310000912958ifrs-full:FixedInterestRateMembertigo:BOB4600NotesDue2024Member2017-10-310000912958ifrs-full:FixedInterestRateMembertigo:BOB5.30NotesDue2026Member2017-10-310000912958tigo:BOBNotesIssuedOctober2017TrancheCMember2017-10-3100009129582019-07-310000912958tigo:BOB4.6NotesDue2026Member2019-07-310000912958ifrs-full:FixedInterestRateMembertigo:BOB4.6NotesDue2026Member2019-07-310000912958tigo:BOB5NotesDue2024Member2019-07-310000912958tigo:TelefonicaCelularDeBoliviaSANotesDue2026Member2020-12-310000912958ifrs-full:FixedInterestRateMembertigo:BOB6.000NotesDue2028Member2023-11-300000912958tigo:UNEBond3Member2016-05-310000912958tigo:UNEBond3Member2024-12-310000912958tigo:UNEBond3trancheADue2024Member2016-05-310000912958tigo:UNEBond3trancheBDue2026Member2016-05-310000912958tigo:UNEBond3trancheCDue2036Member2016-05-310000912958tigo:UNEBond6600Due2030Member2020-03-310000912958tigo:UNEBond6600Due2030Member2020-03-012020-03-310000912958tigo:UNEBond4Member2021-02-160000912958tigo:UNEBond4TrancheADue2028Member2021-02-162021-02-160000912958tigo:UNEBond4TrancheADue2028Member2021-02-160000912958tigo:UNEBond4TrancheBDue2031Member2021-02-162021-02-160000912958tigo:UNEBond4TrancheBDue2031Member2021-02-160000912958tigo:UNEBond4TrancheCDue2036Member2021-02-162021-02-160000912958tigo:UNEBond4TrancheCDue2036Member2021-02-160000912958tigo:UNEBondIssuedOnJanuary5Member2023-01-050000912958tigo:UNEBondIssuedOnJanuary5FirstTrancheMember2023-01-052023-01-050000912958tigo:UNEBondIssuedOnApril25Member2024-04-250000912958tigo:UNEBondIssuedOnApril25Member2024-01-012024-12-310000912958ifrs-full:FixedInterestRateMembertigo:UNEBondIssuedOnApril25Member2024-04-250000912958tigo:UNEBond3trancheADue2024Member2024-04-250000912958ifrs-full:FixedInterestRateMembertigo:CableOnda4.5SeniorNotesDue2030Member2019-11-300000912958tigo:CableOnda4.5SeniorNotesDue2030Member2019-11-300000912958tigo:CableOnda4.5SeniorNotesDue2030Member2019-11-012019-11-300000912958tigo:EffectiveInterestRateMembertigo:CableOnda4.5SeniorNotesDue2030Member2019-11-300000912958tigo:CableOnda4.5SeniorNotesDue2030Member2023-12-012023-12-310000912958tigo:CableOnda4.5SeniorNotesDue2030Member2023-12-010000912958tigo:CableOnda4.5SeniorNotesDue2030Member2024-01-012024-12-310000912958ifrs-full:FixedInterestRateMembertigo:ComcelSeniorNotesDue2032Member2022-01-270000912958tigo:ComcelSeniorNotesDue2032Member2022-01-272022-01-270000912958tigo:ComcelSeniorNotesDue2032Member2022-01-270000912958tigo:GuatemalaJointVenturesMember2022-01-270000912958tigo:ComcelSeniorNotesDue2032Member2022-11-040000912958tigo:ComcelSeniorNotesDue2032Member2022-11-212022-11-210000912958tigo:ComcelSeniorNotesDue2032Member2023-11-012023-12-310000912958tigo:ComcelSeniorNotesDue2032Member2023-11-010000912958ifrs-full:FixedInterestRateMembertigo:ComcelSeniorNotesDue2032Member2024-01-012024-12-310000912958tigo:UNEBondIssuedOnJanuary5SecondTrancheMember2023-01-052023-01-050000912958ifrs-full:FixedInterestRateMembertigo:PYGLongtermLoansMember2024-12-310000912958ifrs-full:FixedInterestRateMembertigo:PYGLongtermLoansMember2023-12-310000912958ifrs-full:FixedInterestRateMembertigo:USDLongtermLoansMember2024-12-310000912958ifrs-full:FixedInterestRateMembertigo:USDLongtermLoansMember2023-12-310000912958ifrs-full:FixedInterestRateMembertigo:BOBLongtermLoansMember2024-12-310000912958ifrs-full:FixedInterestRateMembertigo:BOBLongtermLoansMember2023-12-310000912958ifrs-full:FixedInterestRateMembertigo:GTQLongTermLoansMember2024-12-310000912958ifrs-full:FixedInterestRateMembertigo:GTQLongTermLoansMember2023-12-310000912958ifrs-full:FloatingInterestRateMembertigo:USDLongTermLoansCostaRicaVariableRateDue2026Member2024-12-310000912958ifrs-full:FloatingInterestRateMembertigo:USDLongTermLoansCostaRicaVariableRateDue2026Member2023-12-310000912958ifrs-full:FloatingInterestRateMembertigo:CRCLongTermLoansCostaRicaVariableRateDue2026Member2024-12-310000912958ifrs-full:FloatingInterestRateMembertigo:CRCLongTermLoansCostaRicaVariableRateDue2026Member2023-12-310000912958ifrs-full:FloatingInterestRateMembertigo:COPLongTermLoansColombiaVariableMember2024-12-310000912958ifrs-full:FloatingInterestRateMembertigo:COPLongTermLoansColombiaVariableMember2023-12-310000912958ifrs-full:FloatingInterestRateMembertigo:USDLongTermLoansColombiaVariableMember2024-12-310000912958ifrs-full:FloatingInterestRateMembertigo:USDLongTermLoansColombiaVariableMember2023-12-310000912958ifrs-full:FloatingInterestRateMembertigo:GTQLongTermLoansGuatemalaVariableMember2024-12-310000912958ifrs-full:FloatingInterestRateMembertigo:GTQLongTermLoansGuatemalaVariableMember2023-12-310000912958ifrs-full:FloatingInterestRateMembertigo:USDCreditFacilitySeniorUnsecuredTermLoanFacilityElSalvadorDue2026Member2024-12-310000912958ifrs-full:FloatingInterestRateMembertigo:USDCreditFacilitySeniorUnsecuredTermLoanFacilityElSalvadorDue2026Member2023-12-310000912958ifrs-full:FloatingInterestRateMembertigo:UnsecuredTermLoanNicaraguaDue2027Member2024-12-310000912958ifrs-full:FloatingInterestRateMembertigo:UnsecuredTermLoanNicaraguaDue2027Member2023-12-310000912958ifrs-full:FloatingInterestRateMembertigo:USDRevolvingCreditFacilityLuxembourgDue2025Member2024-12-310000912958ifrs-full:FloatingInterestRateMembertigo:USDRevolvingCreditFacilityLuxembourgDue2025Member2023-12-310000912958ifrs-full:FloatingInterestRateMembertigo:USDDNBLuxembourgDue2026Member2024-12-310000912958ifrs-full:FloatingInterestRateMembertigo:USDDNBLuxembourgDue2026Member2023-12-310000912958tigo:BankandDevelopmentFinancialInstitutionFinancingMember2024-12-310000912958tigo:BankandDevelopmentFinancialInstitutionFinancingMember2023-12-310000912958tigo:PYGLongTermLoan8.90Member2018-07-012018-07-310000912958tigo:PYGLongTermLoan8.90Member2018-07-310000912958tigo:PYGLongTermLoanParaguay8.94Member2019-01-012019-01-310000912958tigo:PYGLongTermLoanParaguay8.94Member2019-01-310000912958tigo:PYGLongTermLoan9Member2019-09-300000912958tigo:PYGLongTermLoan9Member2019-09-012019-09-300000912958tigo:PYGLongtermLoansMember2021-12-310000912958tigo:PYGLongtermLoansMember2024-09-030000912958tigo:PYGLongtermLoansMember2024-09-032024-09-030000912958tigo:PYGLongtermLoansMember2024-10-150000912958tigo:BankOfNovaScotiaCreditAgreementMember2020-12-012020-12-310000912958tigo:BankOfNovaScotiaCreditAgreementMember2020-12-310000912958tigo:TrancheOneMembertigo:BankOfNovaScotiaCreditAgreementMember2020-12-012020-12-310000912958tigo:TrancheTwoMembertigo:BankOfNovaScotiaCreditAgreementMember2021-03-012021-03-010000912958tigo:BankOfScotiaCreditAgreementMember2021-08-310000912958tigo:BOBLongtermLoansMember2018-06-300000912958tigo:BOBLongtermLoansMember2018-06-012018-06-300000912958tigo:Bs.NewloanMember2019-11-300000912958tigo:Bs.NewloanMember2019-11-012019-11-300000912958tigo:BOBLongtermLoansMember2021-10-310000912958ifrs-full:BottomOfRangeMembertigo:BOBLongtermLoansMember2021-10-012021-10-310000912958ifrs-full:TopOfRangeMembertigo:BOBLongtermLoansMember2021-10-012021-10-310000912958tigo:BOBLongtermLoansMember2022-07-310000912958tigo:BOBLongtermLoansMember2022-07-012022-07-310000912958tigo:BOBLongtermLoansMember2023-08-310000912958ifrs-full:FixedInterestRateMembertigo:BOBLongtermLoansMember2023-08-310000912958tigo:BOBLongtermLoansMembersrt:MinimumMember2023-02-012023-08-310000912958tigo:BOBLongtermLoansMembersrt:MaximumMember2023-02-012023-08-310000912958ifrs-full:FixedInterestRateMembertigo:BOBLongTermLoansGuaranteedMember2023-08-310000912958ifrs-full:FixedInterestRateMembertigo:BOBLongTermLoansGuaranteedMember2024-03-012024-03-310000912958tigo:USDLongTermLoansCostaRicaVariableMember2021-10-250000912958tigo:TrancheOneMembertigo:USDLongTermLoansCostaRicaVariableMember2021-10-250000912958tigo:TrancheTwoMembertigo:USDLongTermLoansCostaRicaVariableMember2021-10-250000912958tigo:BancolombiaLoan2021Member2021-12-140000912958tigo:BancolombiaLoan2021Member2024-12-310000912958tigo:BancolombiaLoan2021Member2021-12-142021-12-140000912958tigo:BancoColombiaLoanFebruary2024Member2024-02-200000912958tigo:BancoColombiaLoanFebruary2024Member2024-02-202024-02-200000912958tigo:UNEBondTrancheAIssuedOnApril2024Member2024-04-250000912958tigo:UNEBondTrancheAIssuedOnApril2024Member2024-04-252024-04-250000912958ifrs-full:FixedInterestRateMembertigo:UNEBondTrancheAIssuedOnApril2024Member2024-04-250000912958tigo:ColumbiaLoanDue2024Member2019-12-200000912958tigo:ColumbiaLoanDue2024Member2019-12-202019-12-200000912958ifrs-full:CurrencySwapContractMembertigo:A2020BancolombiaJPMorganAndBBVACrossCurrencySwapsMember2020-11-300000912958ifrs-full:CurrencySwapContractMembertigo:A2020BancolombiaJPMorganAndBBVACrossCurrencySwapsIndividualValueOfFourMember2020-11-300000912958ifrs-full:CurrencySwapContractMembertigo:ColumbiaLoanDue2024Member2020-11-300000912958tigo:ColumbiaLoanDue2024Member2021-03-262021-03-260000912958tigo:ColumbiaLoanDue2024Member2022-01-212022-01-210000912958ifrs-full:CurrencySwapContractMembertigo:ColumbiaLoanDue2024Member2022-01-190000912958tigo:ColumbiaLoanDue2024Member2022-01-192022-01-190000912958tigo:ColumbiaLoanDue2024Member2024-12-202024-12-200000912958tigo:UnsecuredTermLoanDue2027Member2022-09-120000912958tigo:UnsecuredTermLoanDue2027Member2022-09-122022-09-120000912958tigo:UnsecuredTermLoanDue2027TelemovilMember2022-09-120000912958tigo:UnsecuredTermLoanNicaraguaDue2027Member2022-09-120000912958tigo:UnsecuredTermLoanDue2027Member2024-10-162024-10-160000912958tigo:October2020MICSAESGLinkedRevolvingCreditFacilityMember2020-10-012020-10-310000912958tigo:October2020MICSAESGLinkedRevolvingCreditFacilityMember2020-10-310000912958tigo:UnsecuredTermLoanDue2027Member2024-08-220000912958tigo:UnsecuredTermLoanDue2027Member2024-08-222024-08-220000912958tigo:BancoIndustrialBancoGTContinentalBancoDeAmericaCentralAndBancoAgromercantilMember2020-10-310000912958ifrs-full:BottomOfRangeMembertigo:BancoIndustrialBancoGTContinentalBancoDeAmericaCentralAndBancoAgromercantilMember2020-10-012020-10-310000912958ifrs-full:TopOfRangeMembertigo:BancoIndustrialBancoGTContinentalBancoDeAmericaCentralAndBancoAgromercantilMember2020-10-012020-10-310000912958tigo:BancoIndustrialLoanMember2021-12-090000912958tigo:BancoGTContinentalSAMember2021-12-090000912958tigo:BancoDeDesarrolloRuralLoanMember2022-03-312022-03-310000912958tigo:BancoDeDesarrolloRuralLoanMember2022-03-310000912958tigo:BancoIndustrialLoanMember2023-06-132023-06-130000912958tigo:BancoIndustrialLoanMember2023-06-130000912958tigo:BancoIndustrialBancoGTContinentalBancoDeAmericaCentralAndBancoAgromercantilMember2024-04-012024-06-300000912958tigo:BancoIndustrialBancoGTContinentalBancoDeAmericaCentralAndBancoAgromercantilMember2024-09-012024-09-300000912958ifrs-full:NotLaterThanOneYearMemberifrs-full:ContingentLiabilityForGuaranteesMember2024-12-310000912958ifrs-full:NotLaterThanOneYearMemberifrs-full:ContingentLiabilityForGuaranteesMember2023-12-310000912958ifrs-full:NotLaterThanOneYearMembertigo:SupplierGuaranteesMember2024-12-310000912958ifrs-full:NotLaterThanOneYearMembertigo:SupplierGuaranteesMember2023-12-310000912958ifrs-full:LaterThanOneYearAndNotLaterThanThreeYearsMemberifrs-full:ContingentLiabilityForGuaranteesMember2024-12-310000912958ifrs-full:LaterThanOneYearAndNotLaterThanThreeYearsMemberifrs-full:ContingentLiabilityForGuaranteesMember2023-12-310000912958ifrs-full:LaterThanOneYearAndNotLaterThanThreeYearsMembertigo:SupplierGuaranteesMember2024-12-310000912958ifrs-full:LaterThanOneYearAndNotLaterThanThreeYearsMembertigo:SupplierGuaranteesMember2023-12-310000912958ifrs-full:LaterThanThreeYearsAndNotLaterThanFiveYearsMemberifrs-full:ContingentLiabilityForGuaranteesMember2024-12-310000912958ifrs-full:LaterThanThreeYearsAndNotLaterThanFiveYearsMemberifrs-full:ContingentLiabilityForGuaranteesMember2023-12-310000912958ifrs-full:LaterThanThreeYearsAndNotLaterThanFiveYearsMembertigo:SupplierGuaranteesMember2024-12-310000912958ifrs-full:LaterThanThreeYearsAndNotLaterThanFiveYearsMembertigo:SupplierGuaranteesMember2023-12-310000912958ifrs-full:ContingentLiabilityForGuaranteesMember2024-12-310000912958ifrs-full:ContingentLiabilityForGuaranteesMember2023-12-310000912958tigo:SupplierGuaranteesMember2024-12-310000912958tigo:SupplierGuaranteesMember2023-12-310000912958currency:USD2024-12-310000912958currency:USD2023-12-310000912958tigo:NonUSCurrenciesMember2024-12-310000912958tigo:NonUSCurrenciesMember2023-12-310000912958tigo:MobileFinancialServicesMember2024-12-310000912958tigo:MobileFinancialServicesMember2023-12-310000912958tigo:OtherBanksMember2024-12-310000912958tigo:OtherBanksMember2023-12-310000912958tigo:VendorFinancingMemberifrs-full:InterestRateRiskMember2023-12-310000912958tigo:CashandCashEquivalents1Member2022-12-310000912958ifrs-full:OtherAssetsMember2022-12-310000912958tigo:BondandBankBorrowingsMember2022-12-310000912958ifrs-full:AssetsHeldToHedgeLiabilitiesArisingFromFinancingActivitiesMember2022-12-310000912958ifrs-full:LeaseLiabilitiesMember2022-12-310000912958tigo:CashandCashEquivalents1Member2023-01-012023-12-310000912958ifrs-full:OtherAssetsMember2023-01-012023-12-310000912958tigo:BondandBankBorrowingsMember2023-01-012023-12-310000912958ifrs-full:AssetsHeldToHedgeLiabilitiesArisingFromFinancingActivitiesMember2023-01-012023-12-310000912958ifrs-full:LeaseLiabilitiesMember2023-01-012023-12-310000912958tigo:CashandCashEquivalents1Member2023-12-310000912958ifrs-full:OtherAssetsMember2023-12-310000912958tigo:BondandBankBorrowingsMember2023-12-310000912958ifrs-full:AssetsHeldToHedgeLiabilitiesArisingFromFinancingActivitiesMember2023-12-310000912958ifrs-full:LeaseLiabilitiesMember2023-12-310000912958tigo:CashandCashEquivalents1Member2024-01-012024-12-310000912958ifrs-full:OtherAssetsMember2024-01-012024-12-310000912958tigo:BondandBankBorrowingsMember2024-01-012024-12-310000912958ifrs-full:AssetsHeldToHedgeLiabilitiesArisingFromFinancingActivitiesMember2024-01-012024-12-310000912958ifrs-full:LeaseLiabilitiesMember2024-01-012024-12-310000912958tigo:CashandCashEquivalents1Member2024-12-310000912958ifrs-full:OtherAssetsMember2024-12-310000912958tigo:BondandBankBorrowingsMember2024-12-310000912958ifrs-full:AssetsHeldToHedgeLiabilitiesArisingFromFinancingActivitiesMember2024-12-310000912958ifrs-full:LeaseLiabilitiesMember2024-12-310000912958ifrs-full:DerivativesMemberifrs-full:FinancialAssetsAtAmortisedCostMember2024-12-310000912958ifrs-full:DerivativesMemberifrs-full:FinancialAssetsAtAmortisedCostMember2023-12-310000912958ifrs-full:DerivativesMemberifrs-full:FinancialAssetsAtFairValueMember2024-12-310000912958ifrs-full:DerivativesMemberifrs-full:FinancialAssetsAtFairValueMember2023-12-310000912958tigo:OtherAssetsNoncurrentMemberifrs-full:FinancialAssetsAtAmortisedCostMember2024-12-310000912958tigo:OtherAssetsNoncurrentMemberifrs-full:FinancialAssetsAtAmortisedCostMember2023-12-310000912958tigo:OtherAssetsNoncurrentMemberifrs-full:FinancialAssetsAtFairValueMember2024-12-310000912958tigo:OtherAssetsNoncurrentMemberifrs-full:FinancialAssetsAtFairValueMember2023-12-310000912958ifrs-full:TradeReceivablesMemberifrs-full:FinancialAssetsAtAmortisedCostMember2024-12-310000912958ifrs-full:TradeReceivablesMemberifrs-full:FinancialAssetsAtAmortisedCostMember2023-12-310000912958ifrs-full:TradeReceivablesMemberifrs-full:FinancialAssetsAtFairValueMember2024-12-310000912958ifrs-full:TradeReceivablesMemberifrs-full:FinancialAssetsAtFairValueMember2023-12-310000912958tigo:DueFromRelatedPartiesMemberifrs-full:FinancialAssetsAtAmortisedCostMember2024-12-310000912958tigo:DueFromRelatedPartiesMemberifrs-full:FinancialAssetsAtAmortisedCostMember2023-12-310000912958tigo:DueFromRelatedPartiesMemberifrs-full:FinancialAssetsAtFairValueMember2024-12-310000912958tigo:DueFromRelatedPartiesMemberifrs-full:FinancialAssetsAtFairValueMember2023-12-310000912958tigo:SupplierAdvancesMemberifrs-full:FinancialAssetsAtAmortisedCostMember2024-12-310000912958tigo:SupplierAdvancesMemberifrs-full:FinancialAssetsAtAmortisedCostMember2023-12-310000912958tigo:SupplierAdvancesMemberifrs-full:FinancialAssetsAtFairValueMember2024-12-310000912958tigo:SupplierAdvancesMemberifrs-full:FinancialAssetsAtFairValueMember2023-12-310000912958tigo:OtherAssetsCurrentMemberifrs-full:FinancialAssetsAtAmortisedCostMember2024-12-310000912958tigo:OtherAssetsCurrentMemberifrs-full:FinancialAssetsAtAmortisedCostMember2023-12-310000912958tigo:OtherAssetsCurrentMemberifrs-full:FinancialAssetsAtFairValueMember2024-12-310000912958tigo:OtherAssetsCurrentMemberifrs-full:FinancialAssetsAtFairValueMember2023-12-310000912958tigo:RestrictedCashMemberifrs-full:FinancialAssetsAtAmortisedCostMember2024-12-310000912958tigo:RestrictedCashMemberifrs-full:FinancialAssetsAtAmortisedCostMember2023-12-310000912958tigo:RestrictedCashMemberifrs-full:FinancialAssetsAtFairValueMember2024-12-310000912958tigo:RestrictedCashMemberifrs-full:FinancialAssetsAtFairValueMember2023-12-310000912958tigo:CashandCashEquivalents1Memberifrs-full:FinancialAssetsAtAmortisedCostMember2024-12-310000912958tigo:CashandCashEquivalents1Memberifrs-full:FinancialAssetsAtAmortisedCostMember2023-12-310000912958tigo:CashandCashEquivalents1Memberifrs-full:FinancialAssetsAtFairValueMember2024-12-310000912958tigo:CashandCashEquivalents1Memberifrs-full:FinancialAssetsAtFairValueMember2023-12-310000912958ifrs-full:FinancialAssetsAtAmortisedCostMember2024-12-310000912958ifrs-full:FinancialAssetsAtAmortisedCostMember2023-12-310000912958ifrs-full:FinancialAssetsAtFairValueMember2024-12-310000912958ifrs-full:FinancialAssetsAtFairValueMember2023-12-310000912958tigo:DebtAndFinancingMemberifrs-full:FinancialLiabilitiesAtAmortisedCostMember2024-12-310000912958tigo:DebtAndFinancingMemberifrs-full:FinancialLiabilitiesAtAmortisedCostMember2023-12-310000912958tigo:DebtAndFinancingMemberifrs-full:FinancialLiabilitiesAtFairValueMember2024-12-310000912958tigo:DebtAndFinancingMemberifrs-full:FinancialLiabilitiesAtFairValueMember2023-12-310000912958tigo:TradePayablesMemberifrs-full:FinancialLiabilitiesAtAmortisedCostMember2024-12-310000912958tigo:TradePayablesMemberifrs-full:FinancialLiabilitiesAtAmortisedCostMember2023-12-310000912958tigo:TradePayablesMemberifrs-full:FinancialLiabilitiesAtFairValueMember2024-12-310000912958tigo:TradePayablesMemberifrs-full:FinancialLiabilitiesAtFairValueMember2023-12-310000912958tigo:AccruedCapitalExpendituresMemberifrs-full:FinancialLiabilitiesAtAmortisedCostMember2024-12-310000912958tigo:AccruedCapitalExpendituresMemberifrs-full:FinancialLiabilitiesAtAmortisedCostMember2023-12-310000912958tigo:AccruedCapitalExpendituresMemberifrs-full:FinancialLiabilitiesAtFairValueMember2024-12-310000912958tigo:AccruedCapitalExpendituresMemberifrs-full:FinancialLiabilitiesAtFairValueMember2023-12-310000912958ifrs-full:DerivativesMemberifrs-full:FinancialLiabilitiesAtAmortisedCostMember2024-12-310000912958ifrs-full:DerivativesMemberifrs-full:FinancialLiabilitiesAtAmortisedCostMember2023-12-310000912958ifrs-full:DerivativesMemberifrs-full:FinancialLiabilitiesAtFairValueMember2024-12-310000912958ifrs-full:DerivativesMemberifrs-full:FinancialLiabilitiesAtFairValueMember2023-12-310000912958tigo:PutOptionLiabilityMemberifrs-full:FinancialLiabilitiesAtAmortisedCostMember2024-12-310000912958tigo:PutOptionLiabilityMemberifrs-full:FinancialLiabilitiesAtAmortisedCostMember2023-12-310000912958tigo:PutOptionLiabilityMemberifrs-full:FinancialLiabilitiesAtFairValueMember2024-12-310000912958tigo:PutOptionLiabilityMemberifrs-full:FinancialLiabilitiesAtFairValueMember2023-12-310000912958tigo:DuetoRelatedPartiesMemberifrs-full:FinancialLiabilitiesAtAmortisedCostMember2024-12-310000912958tigo:DuetoRelatedPartiesMemberifrs-full:FinancialLiabilitiesAtAmortisedCostMember2023-12-310000912958tigo:DuetoRelatedPartiesMemberifrs-full:FinancialLiabilitiesAtFairValueMember2024-12-310000912958tigo:DuetoRelatedPartiesMemberifrs-full:FinancialLiabilitiesAtFairValueMember2023-12-310000912958tigo:AccruedInterestMemberifrs-full:FinancialLiabilitiesAtAmortisedCostMember2024-12-310000912958tigo:AccruedInterestMemberifrs-full:FinancialLiabilitiesAtAmortisedCostMember2023-12-310000912958tigo:AccruedInterestMemberifrs-full:FinancialLiabilitiesAtFairValueMember2024-12-310000912958tigo:AccruedInterestMemberifrs-full:FinancialLiabilitiesAtFairValueMember2023-12-310000912958tigo:OtherFinancialLiabilities1Memberifrs-full:FinancialLiabilitiesAtAmortisedCostMember2024-12-310000912958tigo:OtherFinancialLiabilities1Memberifrs-full:FinancialLiabilitiesAtAmortisedCostMember2023-12-310000912958tigo:OtherFinancialLiabilities1Memberifrs-full:FinancialLiabilitiesAtFairValueMember2024-12-310000912958tigo:OtherFinancialLiabilities1Memberifrs-full:FinancialLiabilitiesAtFairValueMember2023-12-310000912958ifrs-full:FinancialLiabilitiesAtAmortisedCostMember2024-12-310000912958ifrs-full:FinancialLiabilitiesAtAmortisedCostMember2023-12-310000912958ifrs-full:FinancialLiabilitiesAtFairValueMember2024-12-310000912958ifrs-full:FinancialLiabilitiesAtFairValueMember2023-12-310000912958tigo:TigoUNEMember2023-10-122023-10-120000912958tigo:TigoUNEMember2023-10-1200009129582024-09-300000912958ifrs-full:CashFlowHedgesMember2024-12-310000912958ifrs-full:CashFlowHedgesMember2023-12-310000912958ifrs-full:FixedInterestRateMemberifrs-full:InterestRateRiskMember2024-12-310000912958ifrs-full:FixedInterestRateMemberifrs-full:InterestRateRiskMember2023-12-310000912958ifrs-full:FixedInterestRateMemberifrs-full:NotLaterThanOneYearMemberifrs-full:InterestRateRiskMember2024-12-310000912958ifrs-full:FixedInterestRateMemberifrs-full:LaterThanOneYearAndNotLaterThanTwoYearsMemberifrs-full:InterestRateRiskMember2024-12-310000912958ifrs-full:FixedInterestRateMemberifrs-full:LaterThanTwoYearsAndNotLaterThanThreeYearsMemberifrs-full:InterestRateRiskMember2024-12-310000912958ifrs-full:FixedInterestRateMemberifrs-full:LaterThanThreeYearsAndNotLaterThanFourYearsMemberifrs-full:InterestRateRiskMember2024-12-310000912958ifrs-full:FixedInterestRateMemberifrs-full:LaterThanFourYearsAndNotLaterThanFiveYearsMemberifrs-full:InterestRateRiskMember2024-12-310000912958ifrs-full:FixedInterestRateMemberifrs-full:LaterThanFiveYearsMemberifrs-full:InterestRateRiskMember2024-12-310000912958ifrs-full:FloatingInterestRateMemberifrs-full:NotLaterThanOneYearMemberifrs-full:InterestRateRiskMember2024-12-310000912958ifrs-full:FloatingInterestRateMemberifrs-full:LaterThanOneYearAndNotLaterThanTwoYearsMemberifrs-full:InterestRateRiskMember2024-12-310000912958ifrs-full:FloatingInterestRateMemberifrs-full:LaterThanTwoYearsAndNotLaterThanThreeYearsMemberifrs-full:InterestRateRiskMember2024-12-310000912958ifrs-full:FloatingInterestRateMemberifrs-full:LaterThanThreeYearsAndNotLaterThanFourYearsMemberifrs-full:InterestRateRiskMember2024-12-310000912958ifrs-full:FloatingInterestRateMemberifrs-full:LaterThanFourYearsAndNotLaterThanFiveYearsMemberifrs-full:InterestRateRiskMember2024-12-310000912958ifrs-full:FloatingInterestRateMemberifrs-full:LaterThanFiveYearsMemberifrs-full:InterestRateRiskMember2024-12-310000912958ifrs-full:FloatingInterestRateMemberifrs-full:InterestRateRiskMember2024-12-310000912958ifrs-full:NotLaterThanOneYearMemberifrs-full:InterestRateRiskMember2024-12-310000912958ifrs-full:LaterThanOneYearAndNotLaterThanTwoYearsMemberifrs-full:InterestRateRiskMember2024-12-310000912958ifrs-full:LaterThanTwoYearsAndNotLaterThanThreeYearsMemberifrs-full:InterestRateRiskMember2024-12-310000912958ifrs-full:LaterThanThreeYearsAndNotLaterThanFourYearsMemberifrs-full:InterestRateRiskMember2024-12-310000912958ifrs-full:LaterThanFourYearsAndNotLaterThanFiveYearsMemberifrs-full:InterestRateRiskMember2024-12-310000912958ifrs-full:LaterThanFiveYearsMemberifrs-full:InterestRateRiskMember2024-12-310000912958ifrs-full:InterestRateRiskMember2024-12-310000912958ifrs-full:NotLaterThanOneYearMemberifrs-full:WeightedAverageMemberifrs-full:InterestRateRiskMember2024-12-310000912958ifrs-full:LaterThanOneYearAndNotLaterThanTwoYearsMemberifrs-full:WeightedAverageMemberifrs-full:InterestRateRiskMember2024-12-310000912958ifrs-full:LaterThanTwoYearsAndNotLaterThanThreeYearsMemberifrs-full:WeightedAverageMemberifrs-full:InterestRateRiskMember2024-12-310000912958ifrs-full:LaterThanThreeYearsAndNotLaterThanFourYearsMemberifrs-full:WeightedAverageMemberifrs-full:InterestRateRiskMember2024-12-310000912958ifrs-full:LaterThanFourYearsAndNotLaterThanFiveYearsMemberifrs-full:WeightedAverageMemberifrs-full:InterestRateRiskMember2024-12-310000912958ifrs-full:LaterThanFiveYearsMemberifrs-full:WeightedAverageMemberifrs-full:InterestRateRiskMember2024-12-310000912958ifrs-full:WeightedAverageMemberifrs-full:InterestRateRiskMember2024-12-310000912958ifrs-full:FixedInterestRateMemberifrs-full:NotLaterThanOneYearMemberifrs-full:InterestRateRiskMember2023-12-310000912958ifrs-full:FixedInterestRateMemberifrs-full:LaterThanOneYearAndNotLaterThanTwoYearsMemberifrs-full:InterestRateRiskMember2023-12-310000912958ifrs-full:FixedInterestRateMemberifrs-full:LaterThanTwoYearsAndNotLaterThanThreeYearsMemberifrs-full:InterestRateRiskMember2023-12-310000912958ifrs-full:FixedInterestRateMemberifrs-full:LaterThanThreeYearsAndNotLaterThanFourYearsMemberifrs-full:InterestRateRiskMember2023-12-310000912958ifrs-full:FixedInterestRateMemberifrs-full:LaterThanFourYearsAndNotLaterThanFiveYearsMemberifrs-full:InterestRateRiskMember2023-12-310000912958ifrs-full:FixedInterestRateMemberifrs-full:LaterThanFiveYearsMemberifrs-full:InterestRateRiskMember2023-12-310000912958ifrs-full:FloatingInterestRateMemberifrs-full:NotLaterThanOneYearMemberifrs-full:InterestRateRiskMember2023-12-310000912958ifrs-full:FloatingInterestRateMemberifrs-full:LaterThanOneYearAndNotLaterThanTwoYearsMemberifrs-full:InterestRateRiskMember2023-12-310000912958ifrs-full:FloatingInterestRateMemberifrs-full:LaterThanTwoYearsAndNotLaterThanThreeYearsMemberifrs-full:InterestRateRiskMember2023-12-310000912958ifrs-full:FloatingInterestRateMemberifrs-full:LaterThanThreeYearsAndNotLaterThanFourYearsMemberifrs-full:InterestRateRiskMember2023-12-310000912958ifrs-full:FloatingInterestRateMemberifrs-full:LaterThanFourYearsAndNotLaterThanFiveYearsMemberifrs-full:InterestRateRiskMember2023-12-310000912958ifrs-full:FloatingInterestRateMemberifrs-full:LaterThanFiveYearsMemberifrs-full:InterestRateRiskMember2023-12-310000912958ifrs-full:FloatingInterestRateMemberifrs-full:InterestRateRiskMember2023-12-310000912958ifrs-full:NotLaterThanOneYearMemberifrs-full:InterestRateRiskMember2023-12-310000912958ifrs-full:LaterThanOneYearAndNotLaterThanTwoYearsMemberifrs-full:InterestRateRiskMember2023-12-310000912958ifrs-full:LaterThanTwoYearsAndNotLaterThanThreeYearsMemberifrs-full:InterestRateRiskMember2023-12-310000912958ifrs-full:LaterThanThreeYearsAndNotLaterThanFourYearsMemberifrs-full:InterestRateRiskMember2023-12-310000912958ifrs-full:LaterThanFourYearsAndNotLaterThanFiveYearsMemberifrs-full:InterestRateRiskMember2023-12-310000912958ifrs-full:LaterThanFiveYearsMemberifrs-full:InterestRateRiskMember2023-12-310000912958ifrs-full:InterestRateRiskMember2023-12-310000912958ifrs-full:NotLaterThanOneYearMemberifrs-full:WeightedAverageMemberifrs-full:InterestRateRiskMember2023-12-310000912958ifrs-full:LaterThanOneYearAndNotLaterThanTwoYearsMemberifrs-full:WeightedAverageMemberifrs-full:InterestRateRiskMember2023-12-310000912958ifrs-full:LaterThanTwoYearsAndNotLaterThanThreeYearsMemberifrs-full:WeightedAverageMemberifrs-full:InterestRateRiskMember2023-12-310000912958ifrs-full:LaterThanThreeYearsAndNotLaterThanFourYearsMemberifrs-full:WeightedAverageMemberifrs-full:InterestRateRiskMember2023-12-310000912958ifrs-full:LaterThanFourYearsAndNotLaterThanFiveYearsMemberifrs-full:WeightedAverageMemberifrs-full:InterestRateRiskMember2023-12-310000912958ifrs-full:LaterThanFiveYearsMemberifrs-full:WeightedAverageMemberifrs-full:InterestRateRiskMember2023-12-310000912958ifrs-full:WeightedAverageMemberifrs-full:InterestRateRiskMember2023-12-310000912958ifrs-full:InterestRateRiskMember2024-01-012024-12-310000912958ifrs-full:InterestRateRiskMember2023-01-012023-12-310000912958ifrs-full:InterestRateSwapContractMemberifrs-full:InterestRateRiskMember2024-12-310000912958ifrs-full:InterestRateSwapContractMemberifrs-full:InterestRateRiskMember2023-12-310000912958country:COifrs-full:InterestRateSwapContractMemberifrs-full:InterestRateRiskMember2024-12-310000912958country:COifrs-full:InterestRateSwapContractMemberifrs-full:InterestRateRiskMember2023-12-310000912958ifrs-full:CurrencySwapContractMemberifrs-full:CashFlowHedgesMember2023-01-310000912958currency:USDifrs-full:CurrencyRiskMember2024-12-310000912958currency:USDifrs-full:CurrencyRiskMember2023-12-310000912958currency:GTQifrs-full:CurrencyRiskMember2024-12-310000912958currency:GTQifrs-full:CurrencyRiskMember2023-12-310000912958currency:COPifrs-full:CurrencyRiskMember2024-12-310000912958currency:COPifrs-full:CurrencyRiskMember2023-12-310000912958currency:BOBifrs-full:CurrencyRiskMember2024-12-310000912958currency:BOBifrs-full:CurrencyRiskMember2023-12-310000912958currency:PYGifrs-full:CurrencyRiskMember2024-12-310000912958currency:PYGifrs-full:CurrencyRiskMember2023-12-310000912958tigo:ElSalvadorUSDollarMemberifrs-full:CurrencyRiskMember2024-12-310000912958tigo:ElSalvadorUSDollarMemberifrs-full:CurrencyRiskMember2023-12-310000912958currency:PABifrs-full:CurrencyRiskMember2024-12-310000912958currency:PABifrs-full:CurrencyRiskMember2023-12-310000912958tigo:LuxembourgEuroMemberifrs-full:CurrencyRiskMember2024-12-310000912958tigo:LuxembourgEuroMemberifrs-full:CurrencyRiskMember2023-12-310000912958tigo:CostaRicaColnMemberifrs-full:CurrencyRiskMember2024-12-310000912958tigo:CostaRicaColnMemberifrs-full:CurrencyRiskMember2023-12-310000912958tigo:NonUSCurrenciesMemberifrs-full:CurrencyRiskMember2024-12-310000912958tigo:NonUSCurrenciesMemberifrs-full:CurrencyRiskMember2023-12-310000912958ifrs-full:CurrencyRiskMember2024-12-310000912958ifrs-full:CurrencyRiskMember2023-12-310000912958tigo:VendorFinancingMembercurrency:COPifrs-full:InterestRateRiskMember2023-12-310000912958ifrs-full:CurrencyRiskMember2024-01-012024-12-310000912958ifrs-full:CurrencyRiskMember2023-01-012023-12-310000912958tigo:CommercialBanksMemberifrs-full:LiquidityRiskMember2024-12-310000912958tigo:CommercialBanksMemberifrs-full:LiquidityRiskMember2023-12-310000912958tigo:MillicomBondsMemberifrs-full:LiquidityRiskMember2024-12-310000912958tigo:MillicomBondsMemberifrs-full:LiquidityRiskMember2023-12-310000912958tigo:FinanceLeasesMemberifrs-full:LiquidityRiskMember2024-12-310000912958tigo:FinanceLeasesMemberifrs-full:LiquidityRiskMember2023-12-310000912958ifrs-full:NotLaterThanOneYearMemberifrs-full:LiquidityRiskMember2024-12-310000912958ifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMemberifrs-full:LiquidityRiskMember2024-12-310000912958ifrs-full:LaterThanFiveYearsMemberifrs-full:LiquidityRiskMember2024-12-310000912958ifrs-full:LiquidityRiskMember2024-12-310000912958tigo:DeferredFinancingCostsNettingMemberifrs-full:NotLaterThanOneYearMemberifrs-full:LiquidityRiskMember2024-12-310000912958tigo:DeferredFinancingCostsNettingMemberifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMemberifrs-full:LiquidityRiskMember2024-12-310000912958tigo:DeferredFinancingCostsNettingMemberifrs-full:LaterThanFiveYearsMemberifrs-full:LiquidityRiskMember2024-12-310000912958tigo:DeferredFinancingCostsNettingMemberifrs-full:LiquidityRiskMember2024-12-310000912958ifrs-full:NotLaterThanOneYearMemberifrs-full:LiquidityRiskMember2023-12-310000912958ifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMemberifrs-full:LiquidityRiskMember2023-12-310000912958ifrs-full:LaterThanFiveYearsMemberifrs-full:LiquidityRiskMember2023-12-310000912958ifrs-full:LiquidityRiskMember2023-12-310000912958tigo:DeferredFinancingCostsNettingMemberifrs-full:NotLaterThanOneYearMemberifrs-full:LiquidityRiskMember2023-12-310000912958tigo:DeferredFinancingCostsNettingMemberifrs-full:LaterThanOneYearAndNotLaterThanFiveYearsMemberifrs-full:LiquidityRiskMember2023-12-310000912958tigo:DeferredFinancingCostsNettingMemberifrs-full:LaterThanFiveYearsMemberifrs-full:LiquidityRiskMember2023-12-310000912958tigo:DeferredFinancingCostsNettingMemberifrs-full:LiquidityRiskMember2023-12-310000912958ifrs-full:BrandNamesMemberifrs-full:BottomOfRangeMember2024-01-012024-12-310000912958ifrs-full:BrandNamesMemberifrs-full:TopOfRangeMember2024-01-012024-12-310000912958ifrs-full:CustomerrelatedIntangibleAssetsMemberifrs-full:BottomOfRangeMember2024-01-012024-12-310000912958ifrs-full:CustomerrelatedIntangibleAssetsMemberifrs-full:TopOfRangeMember2024-01-012024-12-310000912958ifrs-full:GoodwillMember2023-12-310000912958ifrs-full:LicencesMember2023-12-310000912958ifrs-full:CustomerrelatedIntangibleAssetsMember2023-12-310000912958tigo:IndefeasibleRightsOfUseMember2023-12-310000912958ifrs-full:BroadcastingRightsMember2023-12-310000912958ifrs-full:OtherIntangibleAssetsMember2023-12-310000912958ifrs-full:GoodwillMember2024-01-012024-12-310000912958ifrs-full:LicencesMember2024-01-012024-12-310000912958ifrs-full:CustomerrelatedIntangibleAssetsMember2024-01-012024-12-310000912958tigo:IndefeasibleRightsOfUseMember2024-01-012024-12-310000912958ifrs-full:BroadcastingRightsMember2024-01-012024-12-310000912958ifrs-full:OtherIntangibleAssetsMember2024-01-012024-12-310000912958ifrs-full:GoodwillMember2024-12-310000912958ifrs-full:LicencesMember2024-12-310000912958ifrs-full:CustomerrelatedIntangibleAssetsMember2024-12-310000912958tigo:IndefeasibleRightsOfUseMember2024-12-310000912958ifrs-full:BroadcastingRightsMember2024-12-310000912958ifrs-full:OtherIntangibleAssetsMember2024-12-310000912958ifrs-full:GrossCarryingAmountMemberifrs-full:GoodwillMember2024-12-310000912958ifrs-full:GrossCarryingAmountMemberifrs-full:LicencesMember2024-12-310000912958ifrs-full:GrossCarryingAmountMemberifrs-full:CustomerrelatedIntangibleAssetsMember2024-12-310000912958ifrs-full:GrossCarryingAmountMembertigo:IndefeasibleRightsOfUseMember2024-12-310000912958ifrs-full:GrossCarryingAmountMemberifrs-full:BroadcastingRightsMember2024-12-310000912958ifrs-full:GrossCarryingAmountMemberifrs-full:OtherIntangibleAssetsMember2024-12-310000912958ifrs-full:GrossCarryingAmountMember2024-12-310000912958ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMemberifrs-full:GoodwillMember2024-12-310000912958ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMemberifrs-full:LicencesMember2024-12-310000912958ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMemberifrs-full:CustomerrelatedIntangibleAssetsMember2024-12-310000912958ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMembertigo:IndefeasibleRightsOfUseMember2024-12-310000912958ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMemberifrs-full:BroadcastingRightsMember2024-12-310000912958ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMemberifrs-full:OtherIntangibleAssetsMember2024-12-310000912958ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember2024-12-310000912958ifrs-full:GoodwillMember2022-12-310000912958ifrs-full:LicencesMember2022-12-310000912958ifrs-full:CustomerrelatedIntangibleAssetsMember2022-12-310000912958tigo:IndefeasibleRightsOfUseMember2022-12-310000912958ifrs-full:BroadcastingRightsMember2022-12-310000912958ifrs-full:OtherIntangibleAssetsMember2022-12-310000912958ifrs-full:GoodwillMember2023-01-012023-12-310000912958ifrs-full:LicencesMember2023-01-012023-12-310000912958ifrs-full:CustomerrelatedIntangibleAssetsMember2023-01-012023-12-310000912958tigo:IndefeasibleRightsOfUseMember2023-01-012023-12-310000912958ifrs-full:BroadcastingRightsMember2023-01-012023-12-310000912958ifrs-full:OtherIntangibleAssetsMember2023-01-012023-12-310000912958ifrs-full:GrossCarryingAmountMemberifrs-full:GoodwillMember2023-12-310000912958ifrs-full:GrossCarryingAmountMemberifrs-full:LicencesMember2023-12-310000912958ifrs-full:GrossCarryingAmountMemberifrs-full:CustomerrelatedIntangibleAssetsMember2023-12-310000912958ifrs-full:GrossCarryingAmountMembertigo:IndefeasibleRightsOfUseMember2023-12-310000912958ifrs-full:GrossCarryingAmountMemberifrs-full:BroadcastingRightsMember2023-12-310000912958ifrs-full:GrossCarryingAmountMemberifrs-full:OtherIntangibleAssetsMember2023-12-310000912958ifrs-full:GrossCarryingAmountMember2023-12-310000912958ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMemberifrs-full:GoodwillMember2023-12-310000912958ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMemberifrs-full:LicencesMember2023-12-310000912958ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMemberifrs-full:CustomerrelatedIntangibleAssetsMember2023-12-310000912958ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMembertigo:IndefeasibleRightsOfUseMember2023-12-310000912958ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMemberifrs-full:BroadcastingRightsMember2023-12-310000912958ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMemberifrs-full:OtherIntangibleAssetsMember2023-12-310000912958ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMember2023-12-310000912958ifrs-full:ComputerSoftwareMember2024-01-012024-12-310000912958tigo:GuatemalaCashGeneratingUnitMember2024-12-310000912958tigo:GuatemalaCashGeneratingUnitMember2023-12-310000912958tigo:PanamaCashGeneratingUnitMember2024-12-310000912958tigo:PanamaCashGeneratingUnitMember2023-12-310000912958tigo:ElSalvadorCashGeneratingUnitMember2024-12-310000912958tigo:ElSalvadorCashGeneratingUnitMember2023-12-310000912958tigo:CostaRicaCashGeneratingUnitMember2024-12-310000912958tigo:CostaRicaCashGeneratingUnitMember2023-12-310000912958tigo:ParaguayCashGeneratingUnitMember2024-12-310000912958tigo:ParaguayCashGeneratingUnitMember2023-12-310000912958tigo:ColombiaCashGeneratingUnitMember2024-12-310000912958tigo:ColombiaCashGeneratingUnitMember2023-12-310000912958tigo:NicaraguaCashGeneratingUnitMember2024-12-310000912958tigo:NicaraguaCashGeneratingUnitMember2023-12-310000912958ifrs-full:AggregateNotSignificantIndividualAssetsOrCashgeneratingUnitsMember2024-12-310000912958ifrs-full:AggregateNotSignificantIndividualAssetsOrCashgeneratingUnitsMember2023-12-310000912958tigo:BoliviaCashGeneratingUnitMember2024-12-310000912958tigo:BoliviaCashGeneratingUnitMember2023-12-310000912958srt:MinimumMember2024-01-012024-12-310000912958srt:MaximumMember2024-01-012024-12-310000912958srt:MaximumMember2023-01-012023-12-310000912958srt:MinimumMember2023-01-012023-12-310000912958country:NI2024-01-012024-12-310000912958country:NI2023-01-012023-12-310000912958ifrs-full:BuildingsMember2024-01-012024-12-310000912958ifrs-full:CommunicationAndNetworkEquipmentMemberifrs-full:BottomOfRangeMember2024-01-012024-12-310000912958ifrs-full:CommunicationAndNetworkEquipmentMemberifrs-full:TopOfRangeMember2024-01-012024-12-310000912958ifrs-full:OtherPropertyPlantAndEquipmentMemberifrs-full:BottomOfRangeMember2024-01-012024-12-310000912958ifrs-full:OtherPropertyPlantAndEquipmentMemberifrs-full:TopOfRangeMember2024-01-012024-12-310000912958ifrs-full:CommunicationAndNetworkEquipmentMember2023-12-310000912958ifrs-full:LandAndBuildingsMember2023-12-310000912958ifrs-full:ConstructionInProgressMember2023-12-310000912958ifrs-full:OtherPropertyPlantAndEquipmentMember2023-12-310000912958ifrs-full:CommunicationAndNetworkEquipmentMember2024-01-012024-12-310000912958ifrs-full:LandAndBuildingsMember2024-01-012024-12-310000912958ifrs-full:ConstructionInProgressMember2024-01-012024-12-310000912958ifrs-full:OtherPropertyPlantAndEquipmentMember2024-01-012024-12-310000912958ifrs-full:CommunicationAndNetworkEquipmentMember2024-12-310000912958ifrs-full:LandAndBuildingsMember2024-12-310000912958ifrs-full:ConstructionInProgressMember2024-12-310000912958ifrs-full:OtherPropertyPlantAndEquipmentMember2024-12-310000912958ifrs-full:GrossCarryingAmountMemberifrs-full:CommunicationAndNetworkEquipmentMember2024-12-310000912958ifrs-full:GrossCarryingAmountMemberifrs-full:LandAndBuildingsMember2024-12-310000912958ifrs-full:GrossCarryingAmountMemberifrs-full:ConstructionInProgressMember2024-12-310000912958ifrs-full:GrossCarryingAmountMemberifrs-full:OtherPropertyPlantAndEquipmentMember2024-12-310000912958ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMemberifrs-full:CommunicationAndNetworkEquipmentMember2024-12-310000912958ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMemberifrs-full:LandAndBuildingsMember2024-12-310000912958ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMemberifrs-full:ConstructionInProgressMember2024-12-310000912958ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMemberifrs-full:OtherPropertyPlantAndEquipmentMember2024-12-310000912958ifrs-full:CommunicationAndNetworkEquipmentMember2022-12-310000912958ifrs-full:LandAndBuildingsMember2022-12-310000912958ifrs-full:ConstructionInProgressMember2022-12-310000912958ifrs-full:OtherPropertyPlantAndEquipmentMember2022-12-310000912958ifrs-full:CommunicationAndNetworkEquipmentMember2023-01-012023-12-310000912958ifrs-full:LandAndBuildingsMember2023-01-012023-12-310000912958ifrs-full:ConstructionInProgressMember2023-01-012023-12-310000912958ifrs-full:OtherPropertyPlantAndEquipmentMember2023-01-012023-12-310000912958ifrs-full:GrossCarryingAmountMemberifrs-full:CommunicationAndNetworkEquipmentMember2023-12-310000912958ifrs-full:GrossCarryingAmountMemberifrs-full:LandAndBuildingsMember2023-12-310000912958ifrs-full:GrossCarryingAmountMemberifrs-full:ConstructionInProgressMember2023-12-310000912958ifrs-full:GrossCarryingAmountMemberifrs-full:OtherPropertyPlantAndEquipmentMember2023-12-310000912958ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMemberifrs-full:CommunicationAndNetworkEquipmentMember2023-12-310000912958ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMemberifrs-full:LandAndBuildingsMember2023-12-310000912958ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMemberifrs-full:ConstructionInProgressMember2023-12-310000912958ifrs-full:AccumulatedDepreciationAmortisationAndImpairmentMemberifrs-full:OtherPropertyPlantAndEquipmentMember2023-12-310000912958ifrs-full:LandAndBuildingsMember2023-12-310000912958tigo:SitesRentalMember2023-12-310000912958tigo:TowerRentalMember2023-12-310000912958tigo:CapacityAssetsMember2023-12-310000912958tigo:OtherNetworkEquipmentMember2023-12-310000912958ifrs-full:LandAndBuildingsMember2024-01-012024-12-310000912958tigo:SitesRentalMember2024-01-012024-12-310000912958tigo:TowerRentalMember2024-01-012024-12-310000912958tigo:CapacityAssetsMember2024-01-012024-12-310000912958tigo:OtherNetworkEquipmentMember2024-01-012024-12-310000912958ifrs-full:LandAndBuildingsMember2024-12-310000912958tigo:SitesRentalMember2024-12-310000912958tigo:TowerRentalMember2024-12-310000912958tigo:CapacityAssetsMember2024-12-310000912958tigo:OtherNetworkEquipmentMember2024-12-310000912958ifrs-full:GrossCarryingAmountMemberifrs-full:LandAndBuildingsMember2024-12-310000912958ifrs-full:GrossCarryingAmountMembertigo:SitesRentalMember2024-12-310000912958ifrs-full:GrossCarryingAmountMembertigo:TowerRentalMember2024-12-310000912958ifrs-full:GrossCarryingAmountMembertigo:CapacityAssetsMember2024-12-310000912958ifrs-full:GrossCarryingAmountMembertigo:OtherNetworkEquipmentMember2024-12-310000912958ifrs-full:GrossCarryingAmountMemberifrs-full:OtherAssetsMember2024-12-310000912958ifrs-full:AccumulatedImpairmentMemberifrs-full:LandAndBuildingsMember2024-12-310000912958ifrs-full:AccumulatedImpairmentMembertigo:SitesRentalMember2024-12-310000912958ifrs-full:AccumulatedImpairmentMembertigo:TowerRentalMember2024-12-310000912958ifrs-full:AccumulatedImpairmentMembertigo:CapacityAssetsMember2024-12-310000912958ifrs-full:AccumulatedImpairmentMembertigo:OtherNetworkEquipmentMember2024-12-310000912958ifrs-full:AccumulatedImpairmentMemberifrs-full:OtherAssetsMember2024-12-310000912958ifrs-full:AccumulatedImpairmentMember2024-12-310000912958ifrs-full:LandAndBuildingsMember2022-12-310000912958tigo:SitesRentalMember2022-12-310000912958tigo:TowerRentalMember2022-12-310000912958tigo:CapacityAssetsMember2022-12-310000912958tigo:OtherNetworkEquipmentMember2022-12-310000912958ifrs-full:LandAndBuildingsMember2023-01-012023-12-310000912958tigo:SitesRentalMember2023-01-012023-12-310000912958tigo:TowerRentalMember2023-01-012023-12-310000912958tigo:CapacityAssetsMember2023-01-012023-12-310000912958tigo:OtherNetworkEquipmentMember2023-01-012023-12-310000912958ifrs-full:GrossCarryingAmountMemberifrs-full:LandAndBuildingsMember2023-12-310000912958ifrs-full:GrossCarryingAmountMembertigo:SitesRentalMember2023-12-310000912958ifrs-full:GrossCarryingAmountMembertigo:TowerRentalMember2023-12-310000912958ifrs-full:GrossCarryingAmountMembertigo:CapacityAssetsMember2023-12-310000912958ifrs-full:GrossCarryingAmountMembertigo:OtherNetworkEquipmentMember2023-12-310000912958ifrs-full:GrossCarryingAmountMemberifrs-full:OtherAssetsMember2023-12-310000912958ifrs-full:AccumulatedImpairmentMemberifrs-full:LandAndBuildingsMember2023-12-310000912958ifrs-full:AccumulatedImpairmentMembertigo:SitesRentalMember2023-12-310000912958ifrs-full:AccumulatedImpairmentMembertigo:TowerRentalMember2023-12-310000912958ifrs-full:AccumulatedImpairmentMembertigo:CapacityAssetsMember2023-12-310000912958ifrs-full:AccumulatedImpairmentMembertigo:OtherNetworkEquipmentMember2023-12-310000912958ifrs-full:AccumulatedImpairmentMemberifrs-full:OtherAssetsMember2023-12-310000912958ifrs-full:AccumulatedImpairmentMember2023-12-310000912958ifrs-full:DisposalGroupsClassifiedAsHeldForSaleMembertigo:TowersSaleInColombiaRelatedToTheThirdBatchMember2024-12-310000912958ifrs-full:DisposalGroupsClassifiedAsHeldForSaleMembertigo:MobileNetworkSharingAgreementInColombiaMember2024-12-310000912958ifrs-full:DisposalGroupsClassifiedAsHeldForSaleMembertigo:TowersSaleIncludingCertainLeaseTransfersInNicaraguaMember2024-12-310000912958ifrs-full:DisposalGroupsClassifiedAsHeldForSaleMembertigo:ColombiaMovilS.A.E.S.P.TigoColombiaMember2024-01-240000912958ifrs-full:DisposalGroupsClassifiedAsHeldForSaleMembertigo:ColombiaMovilS.A.E.S.P.TigoColombiaMember2024-01-242024-01-240000912958ifrs-full:DisposalGroupsClassifiedAsHeldForSaleMembertigo:ColombiaMovilS.A.E.S.P.TigoColombiaMember2024-03-140000912958ifrs-full:DisposalGroupsClassifiedAsHeldForSaleMembertigo:ColombiaMovilS.A.E.S.P.TigoColombiaMember2024-03-142024-03-140000912958ifrs-full:DisposalGroupsClassifiedAsHeldForSaleMembertigo:ColombiaMovilS.A.E.S.P.TigoColombiaMember2024-09-040000912958ifrs-full:DisposalGroupsClassifiedAsHeldForSaleMembertigo:ColombiaMovilS.A.E.S.P.TigoColombiaMember2024-09-042024-09-040000912958tigo:ColombiaMovilS.A.E.S.P.TigoColombiaMemberifrs-full:DisposalGroupsClassifiedAsHeldForSaleMembersrt:ScenarioForecastMember2025-03-3100009129582024-02-260000912958tigo:ColombiaMovilS.A.E.S.P.TigoColombiaMembertigo:NetCoUNIREDMember2024-02-262024-02-260000912958tigo:TelefonicaColombiaColtelMembertigo:NetCoUNIREDMember2024-02-262024-02-260000912958tigo:NetCoUNIREDMember2024-02-262024-02-260000912958tigo:TelefonicaColombiaColtelMembertigo:UnionTemporalUTMember2024-02-262024-02-260000912958tigo:ColombiaMovilS.A.E.S.P.TigoColombiaMembertigo:UnionTemporalUTMember2024-02-262024-02-260000912958ifrs-full:DisposalGroupsClassifiedAsHeldForSaleMembertigo:LatiInternationalS.AAndOtherAssetsMember2024-10-280000912958ifrs-full:GrossCarryingAmountMemberifrs-full:TradeReceivablesMember2024-12-310000912958ifrs-full:GrossCarryingAmountMemberifrs-full:TradeReceivablesMember2023-12-310000912958ifrs-full:AccumulatedImpairmentMemberifrs-full:TradeReceivablesMember2024-12-310000912958ifrs-full:AccumulatedImpairmentMemberifrs-full:TradeReceivablesMember2023-12-310000912958ifrs-full:TradeReceivablesMember2024-12-310000912958ifrs-full:TradeReceivablesMember2023-12-310000912958ifrs-full:TradeReceivablesMemberifrs-full:FinancialAssetsNeitherPastDueNorImpairedMembertigo:TelecomOperatorsMember2024-12-310000912958ifrs-full:LaterThanOneMonthAndNotLaterThanThreeMonthsMemberifrs-full:TradeReceivablesMembertigo:FinancialAssetsPastDueNetOfImpairmentsMembertigo:TelecomOperatorsMember2024-12-310000912958ifrs-full:LaterThanThreeMonthsMemberifrs-full:TradeReceivablesMembertigo:FinancialAssetsPastDueNetOfImpairmentsMembertigo:TelecomOperatorsMember2024-12-310000912958ifrs-full:TradeReceivablesMembertigo:TelecomOperatorsMember2024-12-310000912958ifrs-full:TradeReceivablesMemberifrs-full:FinancialAssetsNeitherPastDueNorImpairedMembertigo:OwnCustomersMember2024-12-310000912958ifrs-full:LaterThanOneMonthAndNotLaterThanThreeMonthsMemberifrs-full:TradeReceivablesMembertigo:FinancialAssetsPastDueNetOfImpairmentsMembertigo:OwnCustomersMember2024-12-310000912958ifrs-full:LaterThanThreeMonthsMemberifrs-full:TradeReceivablesMembertigo:FinancialAssetsPastDueNetOfImpairmentsMembertigo:OwnCustomersMember2024-12-310000912958ifrs-full:TradeReceivablesMembertigo:OwnCustomersMember2024-12-310000912958ifrs-full:TradeReceivablesMemberifrs-full:FinancialAssetsNeitherPastDueNorImpairedMembertigo:OtherCustomersMember2024-12-310000912958ifrs-full:LaterThanOneMonthAndNotLaterThanThreeMonthsMemberifrs-full:TradeReceivablesMembertigo:FinancialAssetsPastDueNetOfImpairmentsMembertigo:OtherCustomersMember2024-12-310000912958ifrs-full:LaterThanThreeMonthsMemberifrs-full:TradeReceivablesMembertigo:FinancialAssetsPastDueNetOfImpairmentsMembertigo:OtherCustomersMember2024-12-310000912958ifrs-full:TradeReceivablesMembertigo:OtherCustomersMember2024-12-310000912958ifrs-full:TradeReceivablesMemberifrs-full:FinancialAssetsNeitherPastDueNorImpairedMember2024-12-310000912958ifrs-full:LaterThanOneMonthAndNotLaterThanThreeMonthsMemberifrs-full:TradeReceivablesMembertigo:FinancialAssetsPastDueNetOfImpairmentsMember2024-12-310000912958ifrs-full:LaterThanThreeMonthsMemberifrs-full:TradeReceivablesMembertigo:FinancialAssetsPastDueNetOfImpairmentsMember2024-12-310000912958ifrs-full:TradeReceivablesMemberifrs-full:FinancialAssetsNeitherPastDueNorImpairedMembertigo:TelecomOperatorsMember2023-12-310000912958ifrs-full:LaterThanOneMonthAndNotLaterThanThreeMonthsMemberifrs-full:TradeReceivablesMembertigo:FinancialAssetsPastDueNetOfImpairmentsMembertigo:TelecomOperatorsMember2023-12-310000912958ifrs-full:LaterThanThreeMonthsMemberifrs-full:TradeReceivablesMembertigo:FinancialAssetsPastDueNetOfImpairmentsMembertigo:TelecomOperatorsMember2023-12-310000912958ifrs-full:TradeReceivablesMembertigo:TelecomOperatorsMember2023-12-310000912958ifrs-full:TradeReceivablesMemberifrs-full:FinancialAssetsNeitherPastDueNorImpairedMembertigo:OwnCustomersMember2023-12-310000912958ifrs-full:LaterThanOneMonthAndNotLaterThanThreeMonthsMemberifrs-full:TradeReceivablesMembertigo:FinancialAssetsPastDueNetOfImpairmentsMembertigo:OwnCustomersMember2023-12-310000912958ifrs-full:LaterThanThreeMonthsMemberifrs-full:TradeReceivablesMembertigo:FinancialAssetsPastDueNetOfImpairmentsMembertigo:OwnCustomersMember2023-12-310000912958ifrs-full:TradeReceivablesMembertigo:OwnCustomersMember2023-12-310000912958ifrs-full:TradeReceivablesMemberifrs-full:FinancialAssetsNeitherPastDueNorImpairedMembertigo:OtherCustomersMember2023-12-310000912958ifrs-full:LaterThanOneMonthAndNotLaterThanThreeMonthsMemberifrs-full:TradeReceivablesMembertigo:FinancialAssetsPastDueNetOfImpairmentsMembertigo:OtherCustomersMember2023-12-310000912958ifrs-full:LaterThanThreeMonthsMemberifrs-full:TradeReceivablesMembertigo:FinancialAssetsPastDueNetOfImpairmentsMembertigo:OtherCustomersMember2023-12-310000912958ifrs-full:TradeReceivablesMembertigo:OtherCustomersMember2023-12-310000912958ifrs-full:TradeReceivablesMemberifrs-full:FinancialAssetsNeitherPastDueNorImpairedMember2023-12-310000912958ifrs-full:LaterThanOneMonthAndNotLaterThanThreeMonthsMemberifrs-full:TradeReceivablesMembertigo:FinancialAssetsPastDueNetOfImpairmentsMember2023-12-310000912958ifrs-full:LaterThanThreeMonthsMemberifrs-full:TradeReceivablesMembertigo:FinancialAssetsPastDueNetOfImpairmentsMember2023-12-310000912958tigo:SpectrumAndLicensesMember2024-12-310000912958tigo:SpectrumAndLicensesMember2023-12-310000912958tigo:Spectrum40MHzMember2019-12-012019-12-310000912958tigo:Spectrum40MHzMember2019-12-310000912958tigo:Spectrum40MHzMember2020-01-012020-12-310000912958tigo:Spectrum40MHzMember2020-12-310000912958tigo:Spectrum40MHzMember2024-12-310000912958tigo:Spectrum40MHzMember2023-12-310000912958tigo:Spectrum1900MHzMember2023-02-012023-02-280000912958tigo:Spectrum1900MHzMember2023-02-280000912958tigo:Spectrum1900MHzMember2024-12-310000912958tigo:Spectrum1900MHzMember2020-01-012020-12-310000912958tigo:GrossCarryingAmountNoncurrentMember2024-12-310000912958tigo:GrossCarryingAmountNoncurrentMember2023-12-310000912958tigo:GrossCarryingAmountCurrentMember2024-12-310000912958tigo:GrossCarryingAmountCurrentMember2023-12-310000912958tigo:CurrentContractLiabilitiesMember2024-12-310000912958tigo:CurrentContractLiabilitiesMember2023-12-310000912958ifrs-full:LaterThanOneYearMember2024-12-310000912958ifrs-full:NotLaterThanOneYearMemberifrs-full:JointVenturesMember2024-12-310000912958tigo:NetCoUNIREDMember2024-12-310000912958ifrs-full:LegalProceedingsContingentLiabilityMember2024-12-310000912958ifrs-full:LegalProceedingsContingentLiabilityMember2023-12-310000912958ifrs-full:LegalProceedingsContingentLiabilityMemberifrs-full:JointVenturesMember2024-12-310000912958ifrs-full:LegalProceedingsContingentLiabilityMemberifrs-full:JointVenturesMember2023-12-310000912958tigo:BreachOfContractClaimFiledByTelefonicaMember2024-12-170000912958ifrs-full:BottomOfRangeMember2024-12-310000912958ifrs-full:TopOfRangeMember2024-12-310000912958ifrs-full:TaxContingentLiabilityMember2024-12-310000912958ifrs-full:ProvisionForTaxesOtherThanIncomeTaxMember2024-12-310000912958ifrs-full:TaxContingentLiabilityMember2023-12-310000912958ifrs-full:ProvisionForTaxesOtherThanIncomeTaxMember2023-12-310000912958ifrs-full:TaxContingentLiabilityMemberifrs-full:JointVenturesMember2024-12-310000912958ifrs-full:TaxContingentLiabilityMemberifrs-full:JointVenturesMember2023-12-310000912958ifrs-full:ProvisionForTaxesOtherThanIncomeTaxMemberifrs-full:JointVenturesMember2024-12-310000912958ifrs-full:ProvisionForTaxesOtherThanIncomeTaxMemberifrs-full:JointVenturesMember2023-12-310000912958tigo:XavierNielMember2024-12-310000912958tigo:ColombiaSubsidiariesMembertigo:EmpresasPublicasdeMedellinMember2024-01-012024-12-310000912958ifrs-full:JointControlOrSignificantInfluenceMembertigo:EmpresasPublicasdeMedellinMember2024-01-012024-12-310000912958ifrs-full:JointControlOrSignificantInfluenceMembertigo:EmpresasPublicasdeMedellinMember2023-01-012023-12-310000912958ifrs-full:JointControlOrSignificantInfluenceMembertigo:EmpresasPublicasdeMedellinMember2022-01-012022-12-310000912958ifrs-full:JointControlOrSignificantInfluenceMembertigo:AtlasGroupMember2024-01-012024-12-310000912958ifrs-full:JointControlOrSignificantInfluenceMembertigo:AtlasGroupMember2023-01-012023-12-310000912958ifrs-full:JointControlOrSignificantInfluenceMembertigo:AtlasGroupMember2022-01-012022-12-310000912958ifrs-full:JointControlOrSignificantInfluenceMembertigo:EmpresasPublicasdeMedellinMember2024-12-310000912958ifrs-full:JointControlOrSignificantInfluenceMembertigo:EmpresasPublicasdeMedellinMember2023-12-310000912958ifrs-full:JointControlOrSignificantInfluenceMembertigo:AtlasGroupMember2024-12-310000912958ifrs-full:JointControlOrSignificantInfluenceMembertigo:AtlasGroupMember2023-12-310000912958ifrs-full:OtherRelatedPartiesMember2024-12-310000912958ifrs-full:OtherRelatedPartiesMember2023-12-310000912958ifrs-full:FixedInterestRateMembertigo:USD4500SeniorNotesDue2031Member2020-10-190000912958tigo:ColombiaUnrestrictedSubsidiariesMember2024-01-012024-12-310000912958tigo:IntercompanyEliminationsMember2024-01-012024-12-310000912958tigo:MillicomRestrictedGroupNettingMember2024-01-012024-12-310000912958tigo:ColombiaUnrestrictedSubsidiariesMember2024-12-310000912958tigo:IntercompanyEliminationsMember2024-12-310000912958tigo:MillicomRestrictedGroupNettingMember2024-12-310000912958tigo:DividendDistributionMembertigo:InterimDividendMember2025-02-262025-02-260000912958tigo:DividendDistributionMembersrt:ScenarioForecastMember2025-05-212025-05-210000912958tigo:DividendDistributionMembersrt:ScenarioForecastMember2025-05-210000912958tigo:DividendDistributionMembersrt:ScenarioForecastMember2025-07-012025-07-310000912958tigo:DividendDistributionMembersrt:ScenarioForecastMember2025-10-012025-10-310000912958tigo:DividendDistributionMembersrt:ScenarioForecastMember2026-01-012026-01-310000912958tigo:DividendDistributionMembersrt:ScenarioForecastMember2026-04-012026-04-300000912958tigo:ShareRepurchaseProgramMember2025-01-012025-03-310000912958tigo:ShareRepurchaseProgramMember2024-11-292025-03-310000912958tigo:TelefonicaColombiaColtelMember2024-07-310000912958tigo:TelefonicaColombiaColtelMember2024-09-300000912958ifrs-full:OtherDisposalsOfAssetsMembertigo:LatiInternationalS.AAndOtherAssetsMember2025-04-080000912958ifrs-full:OtherDisposalsOfAssetsMembertigo:LatiInternationalS.AAndOtherAssetsMember2025-01-012025-04-080000912958tigo:GrupoDeComunicacionesDigitalesS.A.Membertigo:SpectrumAcquisitionMembertigo:Spectrum10MHzMember2025-03-192025-03-19

As filed with the Securities and Exchange Commission on April 8, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
☐    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
OR
☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                           to                          .
OR
☐    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report                                  
Commission file number: 001-38763
MILLICOM INTERNATIONAL CELLULAR S.A.
(Exact name of Registrant as specified in its charter)
Grand Duchy of Luxembourg
(Jurisdiction of incorporation)
8400 NW 36th Street, Suite 530
Doral, FL 33166
United States
(Address of principal executive offices)
Bart Vanhaeren
Chief Financial Officer

8400 NW 36th Street, Suite 530
Doral, FL 33166
United States
Phone: +1 305 302 4907
Email: investors@millicom.com
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class
 Trading Symbol
Name of each exchange on which registered
Common Shares, par value $1.50 per share
 TIGO
The Nasdaq Stock Market LLC








1


Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
172,096,305 common shares as of December 31, 2024
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes x No ☐
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes ☐ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes x No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer x    Accelerated Filer ☐    Non-accelerated Filer ☐    Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Yes ☒ No ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Yes ☐ No ☒
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Yes ☐ No ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
☐    U.S. GAAP
2

x    International Financial Reporting Standards as issued by the International Accounting Standards Board
☐    Other
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
☐ Item 17    ☐ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes☐ No x

3



Annual Report on Form 20-F
2024
4

TABLE OF CONTENTS
PAGE
Risk Management (including Cybersecurity)
Directors and Senior Management (including Share Ownership)
Taxation
Shareholders and Representation of Shareholders (Including Major Shareholders and Nomination Committee)
          Board Program
5

          Board Committees
               I. Audit and Compliance Committee
               II. Compensation and Talent Committee
          Group Leadership Team


6

FORM 20-F CROSS REFERENCE GUIDE
Item in Form 20F
Cross-Reference to Consolidated Management Report
 Pages
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS None - Not Applicable
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE None - Not Applicable
Key Information
A. Reserved
B. Capitalization and Indebtedness None - Not Applicable
C. Reasons for the Offer and Use of Proceeds None - Not Applicable
Key Information - Risk Factors
15
Information on the Company
Information on the Company - History and Development of the Company
Information on the Company - Business Overview
Information on the Company - Organizational Structure and Subsidiaries
Information on the Company - Business Overview
Item 4A. Unresolved Staff Comments
 None - Not Applicable
Operating and Financial Review and Prospects
Operating and Financial Review and Prospects - Operating Results
Operating and Financial Review and Prospects - Liquidity and Capital Resources
Information on the Company - Business Overview
Operating and Financial Review and Prospects - Trend Information
E. Critical Accounting Estimates
Not Applicable
Directors, Senior Management and Employees
Corporate Governance - Board Governance - Board Profile: Skills and Experience; Corporate Governance - Group Leadership Team
117
Directors, Senior Management and Employees - Compensation
Corporate Governance - Board Governance
Directors, Senior Management and Employees - Employees
7

Corporate Governance - Board Profile: Skills and Experience; Corporate Governance - Group Leadership Team
F. Disclosure of a Registrant's Action to Recover Erroneously Awarded Compensation None - Not Applicable
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS See 2 following lines
Corporate Governance - Shareholders and Representation of Shareholders
Additional Information - Related Party Transactions
C. Interests of Experts and Counsel None - Not Applicable
Financial Information
Financial Information - Consolidated Statements and Other Financial Information
Financial Information - Significant Changes
 The Offer and Listing
The Offer and Listing - Offer and Listing Details
B. Plan of Distribution None - Not Applicable
The Offer and Listing
D. Selling Shareholders None - Not Applicable
E. Dilution None - Not Applicable
F. Expenses of the Issue None - Not Applicable
Additional Information
A. Share Capital None - Not Applicable
B. Memorandum and Articles of Association
Corporate Governance - Corporate Governance Statement and Framework
Additional Information - Material Contracts
Additional Information - Exchange Controls
Additional Information - Taxation
F. Dividends and Paying Agents None - Not Applicable
G. Statement by Experts None - Not Applicable
Additional Information - Documents on Display
I. Subsidiary Information None - Not Applicable
J. Annual Report to Security Holders
 None - Not Applicable
Quantitative and Qualitative Disclosures about Market Risk
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES None - Not Applicable
A. Debt Securities None - Not Applicable
B. Warrants and Rights None - Not Applicable
C. Other Securities None - Not Applicable
8

D. American Depositary Shares None - Not Applicable
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES None - Not Applicable
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS None - Not Applicable
Controls and Procedures
Controls and Procedures
Controls and Procedures
Controls and Procedures
Controls and Procedures
ITEM 16. RESERVED
Audit and Compliance Committee Financial Expert
Code of Ethics
Principal Accountant Fees and Services
Item 16D. Exemptions from the Listing Standards for Audit Committees None - Not Applicable
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Purchases of Equity Securities
Item 16F. Change in Registrant's Certifying Accountant
Change in Registrant's Certifying Accountant
Corporate Governance - Corporate Governance Statement
Item 16H. Mine Safety Disclosure None - Not Applicable
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None - Not Applicable
Item 16J. Insider Trading Policies
Corporate Governance - Board Governance
Item 16K. Cybersecurity
Risk Management
Financial Statements
ITEM 19. EXHIBITS
 Exhibits



9


Letter to Shareholders
Dear Shareholders,

At Millicom (Tigo) our customers come first. As we look back on 2024 we stay focused on delivering great service and smart solutions that support the communities we serve.

Looking ahead to 2025, we’re entering a time of big change. New technologies like generative AI and supercomputing are changing how people connect, communicate, and innovate. The digital world is moving fast, and the need for high-speed data is driving it all.

Millicom (Tigo) is well positioned to seize the opportunities this new era presents. Our robust fixed and mobile networks, comprehensive digital platforms, and diverse content offerings—including cable, entertainment, and cloud solutions—equip us to meet the growing demand for connectivity and digital services.

At the heart of this success is the strength of the Tigo brand, a trusted name in Latin America synonymous with quality, innovation, and social impact. Our continued investment in the brand ensures that we remain relevant and deeply connected to the communities we serve—both emotionally and technologically.

Our strong financial foundation and strategic scale enable us to drive growth and deliver exceptional value to our customers and stakeholders in this rapidly evolving digital landscape. This strong financial position is the result of a transformative 2024, during which we successfully completed our restructuring program. This initiative significantly strengthened the company’s financial health, allowing us to focus more intently on our core purpose: building digital highways, connecting people, and developing our communities.

Financially, 2024 was a standout year for Millicom, as Operating Profit grew by 62.5% to $1.34 billion, and Net Income attributable to owners of the Company reached $253 million ($1.47 per share), a substantial improvement from a net loss of $82 million in 2023. Net Cash Provided by Operating Activities totaled $1.60 billion, driving Equity Free Cash Flow(1) to a record of $777 million. This robust cash generation enabled us to reduce debt, bringing our leverage down within our stated target range.

Our restructuring journey began with Project Everest in 2022. Throughout 2023, with strong support from Atlas, we expanded the project's scope, laying the groundwork for our solid performance in 2024. Key achievements of the restructuring program include:

•Employee-Related Cost Reductions: Achieved approximately 15% savings, excluding restructuring costs, through a 27% average headcount reduction across all geographies and functions over the past two years.
•Operational Expense Savings: Reduced 2024 spending by approximately 21% on programming, 18% on information technology, and 18% on external services, by renegotiating and re-scoping supplier contracts.
•Enhanced Capital Efficiency: Lowered capital investment by 30% over the past two years while reducing churn and increasing average speeds delivered to our residential broadband customers.

These strategic actions have resulted in a more efficient company with a reduced baseline for operating and capital expenditures. This relentless focus on efficiency has become ingrained in our corporate culture. Consequently, the Board has decided to reinstate shareholder remuneration, which had been on pause since the pandemic.

Millicom achieved significant milestones across several strategic initiatives:

Colombia

•Tower Sale and Network Collaboration: We completed the sale of our Colombian tower assets to KKR and entered into a joint operation with Telefónica to establish a unified mobile access network. This collaboration includes sharing radioelectric spectrum usage permits, enhancing network efficiency and coverage across the country.
•Acquisition of Telefonica's Stake in Coltel: Millicom signed a definitive agreement to acquire Telefónica's controlling 67.5% equity interest in Telefónica Colombia, or Telecomunicaciones S.A. ESP BIC ("Coltel"). We also plan to offer to purchase the remaining 32.5% stake from La Nación and other shareholders. This strategic move aims to create a robust telecom entity with the scale and financial capacity to support significant network and spectrum investments, aligning with Colombia's digital inclusion objectives.


10


Central America

•Tower Portfolio Sale and Leaseback: We agreed with SBA Telecommunications LLC to sell and lease back our portfolio of more than 7,000 towers in Central America. The transactions will allow Millicom to exit the non-core tower business and to re-deploy capital in the Company's core connectivity business.

Costa Rica

•Operational Merger with Liberty Latin America: In Costa Rica, we signed a binding agreement with Liberty Latin America to combine our operations to increase scale. The combined entity will be in a position to accelerate the deployment of FTTH and 5G networks in the country.

Corporate Governance

1.    Delisting from Nasdaq Stockholm: We delisted our Swedish Depository Receipts from Nasdaq Stockholm, in order to improve overall liquidity, attract new investors focused on Latin America, simplify corporate governance, and reduce administrative costs.

2.    As part of our transformation, we have also significantly streamlined our corporate headquarters in Miami, empowering our country operations with more autonomy and decision-making authority. This leaner central structure allows us to be more agile, responsive, and aligned with local market needs—amplifying the impact of our strategy where it matters most.

These strategic actions reflect our commitment to strengthening our core operations, enhancing financial flexibility, and positioning Millicom for sustainable growth in the evolving digital landscape.

Thank You

Today, Millicom Tigo is a more focused and agile company, dedicated to meeting the evolving needs of our customers across Latin America. We are proud to deliver consistent financial performance while expanding digital access and inclusion in the communities we serve.

· To our customers: Thank you for choosing and staying with Tigo. You are the reason we innovate, grow, and invest in the future of digital connectivity. We are honored by your trust, and we will continue to prioritize your needs as we connect more people and communities to opportunities every day.

· To our shareholders: Thank you for your trust and confidence in Millicom. We entered 2025 with stronger fundamentals, a sharper strategic focus, and a clear path to long-term value creation. We remain committed to disciplined execution and enhancing your returns as we continue building a digital future for all.

· To our employees: Thank you for your unwavering commitment to our customers and your contribution to moving our business forward. Your energy and belief in our purpose bring vibrancy to our culture and drive continuous innovation and impact.

As we begin our second year in our respective roles, we have established a clear strategy, refined our operating model, and set ambitious targets. Our focus now is on execution—delivering on our commitments to our customers, employees, investors, and the communities we serve.




Marcelo Benítez
Maxime Lombardini
Chief Executive Officer
Interim Chair of the Board


(1) Equity free cash flow is a Non-IFRS measure. See "Operating and Financial Review and Prospects—Operating Results—Use of Non-IFRS Terms" section for more information on this measure.


11

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Financial statement information
We have included in this Annual Report the Millicom Group’s (as defined below) audited consolidated financial statements as of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022. The Millicom Group’s audited consolidated financial statements included herein and the accompanying notes thereto have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). We end our fiscal year on December 31. References to fiscal 2024, fiscal 2023 and fiscal 2022 refer to the years ended December 31, 2024, 2023 and 2022, respectively.
Our management determines operating and reportable segments based on the reports that are used by the chief operating decision maker (the "CODM") to make strategic and operational decisions from both a business and geographic perspective. Our risks and rates of return for our operations were predominantly affected by operating in different geographical regions. During the latter half of 2023, Millicom implemented significant organizational changes to focus on driving profitable growth with a leaner corporate structure. The Group also adopted a decentralized approach to streamline decision-making processes and enhance agility to improve profitability and shareholder value. Following these organizational changes, and considering the information being reviewed by the CODM to assess performance and allocate resources, Millicom's operating segments were redefined to align with its countries of operation. Our reportable segments consist of Guatemala, Colombia, Panama, Bolivia, Honduras, Paraguay and Other, which includes Nicaragua, Costa Rica and El Salvador. See “Operating and Financial Review and Prospects—Operating Results—Our segments.”
Presentation of data
We present operational and financial data in this Annual Report. Operational data, such as the number of customers, unless otherwise indicated, are presented for the Millicom Group at a consolidated level, and exclude our Honduras joint venture.
Financial data is presented either at a consolidated level or at a segmental level, as derived from our consolidated financial statements, including the notes thereto. At a consolidated level, we account for our operations in Honduras as a joint venture using the equity method of accounting. At a segmental level, we account for our operations in Honduras as if they were fully consolidated, as this reflects the way management views and uses internally reported information to make decisions.
We have made rounding adjustments to reach some of the figures included in this Annual Report. Accordingly, figures shown as totals in some tables may not be an exact arithmetic aggregation of the figures that preceded them, and percentage calculations using these adjusted figures may not result in the same percentage values as are shown in this Annual Report.
Certain references
Unless the context otherwise requires, references to the “Company” or “MIC S.A.” refer only to Millicom International Cellular S.A., a public limited liability company (société anonyme) organized and established under the laws of the Grand Duchy of Luxembourg, and the terms “Millicom,” “Millicom Group,” “our Group,” “we,” “us” and “our” refer to Millicom International Cellular S.A. and its consolidated subsidiaries and, where applicable, our joint venture in Honduras.
Unless otherwise indicated, all references to “U.S. dollars,” “dollars” or “$” are to the lawful currency of the United States of America; all references to “Euro” or “€” are to the lawful currency of the participating Member States in the Third Stage of European Economic and Monetary Union of the Treaty Establishing the European Community, as amended from time to time; and all references to “Swedish Krona” or “SEK” are to the lawful currency of the Kingdom of Sweden. For a list of the functional currency names and abbreviations in the markets in which we operate, see the introduction to the notes to our audited consolidated financial statements.
12

FORWARD-LOOKING STATEMENTS
This Annual Report contains statements that constitute “forward-looking” statements within the meaning of Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"). This Annual Report contains certain forward-looking statements concerning our intentions, beliefs or current expectations regarding our future financial results, plans, liquidity, prospects, growth, strategy and profitability, as well as the general economic conditions of the industries and countries in which we operate. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future sales or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, our competitive strengths and weaknesses, our business strategy and the trends we anticipate in the industries and the economic, political and legal environments in which we operate and other information that is not historical information.
Many of the forward-looking statements contained in this Annual Report can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate” and “potential,” among others. These statements appear in a number of places in this Annual Report and include, but are not limited to, statements regarding our intent, belief or current expectations with respect to:
•global economic conditions, foreign exchange rate fluctuations and high inflation, as well as local economic conditions in the markets we serve, which can be impacted by geopolitical developments outside of our principal geographic markets;
•potential disruption due to health crises, including pandemics, epidemics, or    other    public    health    emergencies, geopolitical events, armed conflict and acts by terrorists;
•telecommunications usage levels, including traffic, customer growth and the accelerated transition from traditional to digital services and alternative technologies;
•competitive forces, including pricing pressures, piracy, the ability to connect to other operators’ networks and our ability to retain market share in the face of competition from existing and new market entrants as well as industry consolidation;
•the achievement of our operational goals, environmental, social and governance targets, financial targets and strategic plans, including the anticipated efficiencies and savings of our cost-reduction project, the acceleration of cash flow growth, the expansion of our fixed broadband network and the reduction in net leverage;
•legal or regulatory developments and changes, or changes in governmental policy, including with respect to the availability and terms and conditions of spectrum and licenses, the level of tariffs, laws and regulations which require the provision of services to customers without charging, tax matters, controls or limits on the purchase of U.S. dollars, the terms of interconnection, customer access and international settlement arrangements;
•our ability to grow our mobile financial services business in our Latin American markets;
•adverse legal or regulatory disputes or proceedings;
•the success of our business, operating and financing initiatives and strategies, including partnerships and capital expenditure plans;
•our expectations regarding the growth in fixed broadband penetration rates and the return that our investment in broadband networks will yield;
•the level and timing of the growth and profitability of new initiatives, start-up costs associated with entering new markets, the successful deployment of new systems and applications to support new initiatives;
•our ability to create a new organizational structure for the Tigo Money business and manage it independently to enhance its value;
•our ability to optimize the utilization and capital structure of our tower assets, and increase our network coverage, capacity and quality of service by focusing capital on other fixed assets;
•relationships with key suppliers and costs of handsets and other equipment;
•disruptions in our supply chain due to economic and political instability, the outbreak of war or other hostilities, public health emergencies, natural disasters and general business conditions;
•our ability to successfully pursue acquisitions, investments or merger opportunities, integrate any acquired businesses in a timely and cost-effective manner, divest or restructure assets and businesses, and achieve the expected benefits of such transactions;
•the availability, terms and use of capital, the impact of regulatory and competitive developments on capital outlays, the ability to achieve cost savings and realize productivity improvements;
13

•technological development and evolving industry standards, including challenges in meeting customer demand for new technology and the cost of upgrading existing infrastructure;
•cybersecurity threats, a security breach or other significant disruption of our IT systems or those of our business, partners, suppliers or customers;
•the capacity to upstream cash generated in operations through dividends, royalties, management fees and repayment of shareholder loans;
•other factors or trends affecting our financial condition or results of operations; and
•various other factors, including without limitation those described under “Key Information—Risk Factors.”
This list of important factors is not exhaustive. You should carefully consider the foregoing factors and other uncertainties and events, especially in light of the political, economic, social and legal environments in which we operate. Forward-looking statements are only our current expectations and are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements as a result of various factors, including, but not limited to, those identified under the section of this Annual Report entitled “Key Information—Risk Factors.”
14

CONSOLIDATED MANAGEMENT REPORT
KEY INFORMATION
Risk Factors
In addition to the other information contained in this Annual Report, you should carefully consider the following risk factors before investing in our common shares. If any of the possible events described below were to occur, the business, financial condition and results of operations of the Millicom Group could be materially and adversely affected. If that happens, the market price of our common shares could decline, and you could lose all or part of your investment.
Summary of Risk Factors
The following is a summary of the risk factors our business faces. The list below is not exhaustive, and investors should read this "Risk Factors" section in full. Some of the risks we face include:
•our ability to adapt to rapid technological change and continually evolving industry standards;
•our ability to generate expected returns on substantial investments;
•our ability to expand our customer base and retain market share by developing and operating our mobile, cable and broadband networks, Mobile Financial Services ("MFS") and distribution systems;
•our ability to achieve the anticipated benefits following the acquisition of the remaining 45% equity interest in our Guatemala business;
•our ability to close the sale of towers and tower-related assets held by Lati International S.A.;
•the potential adverse effects of long-term content and service commitments;
•the impact of rising content and programming costs;
•our dependence on the availability of an attractive selection of programming from content providers;
•the impact of competition from a variety of content and programming platforms on the demand for our pay-TV services;
•our ability to acquire and renew licenses for spectrum and comply with the terms and conditions of the licenses;
•the potential adverse impact of legal proceedings, litigation, and government investigations;
•the failure of our MFS product to gain sufficient market acceptance;
•the impact of equipment and network systems failures, including as a result of a natural disaster, sabotage or terrorist attack;
•risks associated with the collection and processing of customer personal data;
•the failure to prevent or rapidly detect and respond to cyber-attacks, and the disruption such failure could cause to our networks and systems;
•the impact of pandemics and other public health crises on our operations, business and financial condition;
•our ability to compete with larger providers of telecommunications, cable and broadband services and alternative technologies;
•our dependency on key suppliers to provide us with products, devices, networks and systems;
•the effect of international actions on our supply chain, including trade sanctions;
•our reliance on third parties to operate and maintain parts of the network infrastructure we use;
•our access to interconnection and capacity agreements that are required to transmit voice and data to and from our networks;
•the impact of the political, legal and economic risks associated with the emerging markets in which we operate;
•our ability to successfully implement our strategic priorities, including through acquisitions, divestitures or mergers, and efficiently allocate capital;
•our ability to access debt and capital markets for our financing, refinancing, investing and operating needs;
•our dependence on short-term mobile revenue that is generated from prepaid customers;
15

•the effect that changes in economic, political and regulatory conditions in the United States could have on the economies in which we operate;
•the impact of fluctuations or devaluations in local currencies in the markets in which we operate;
•our ability to convert local currencies into U.S. dollars to make payments, including on our indebtedness;
•the failure of our risk management and internal controls to prevent or detect fraud, violations of law or other inappropriate conduct;
•the impact of U.S. or other international sanctions laws, including restrictions on our ability to interact with business partners or government officials;
•our ability to obtain, maintain, enforce or defend the intellectual property rights required to conduct our business;
•the effect of work stoppages that result from renegotiations of our labor contracts;
•our ability to generate cash in order to service our debt;
•our dependency on cash flows from our operations in Guatemala;
•our ability to attract and retain talent; and
•our ability to effectively monitor and respond to expectations regarding environmental, social and governance matters.

Additionally, the risk factors described in this section have been separated into four separate but interrelated areas:
1.risks related to the telecommunications, cable and MFS industries;
2.risks related to Millicom’s business in the markets in which it operates;
3.risks related to Millicom’s size, structure and leadership; and
4.risks related to share ownership, governance practices, and registration with the Securities and Exchange Commission ("SEC").

1.Risks related to the telecommunications, cable and MFS industries
a.Evolution of the telecommunications, cable and MFS industries
The telecommunications industry is characterized by rapid technological change and continually evolving industry standards.
The telecommunications industry is characterized by rapidly changing technology and evolving industry standards. The technology we use is increasingly complex, which leads to higher risks of implementation failure or service disruption. Success in the industry is increasingly dependent on the ability of operators to adapt to the changing technological landscape. The technologies utilized today may become obsolete or subject to competition from new technologies in the future. For example, our hybrid fiber-coaxial ("HFC") services may become obsolete once faster and more affordable fiber-to-the-home ("FTTH") services are available for consumers.
Growth in internet connectivity has led to the proliferation of entrants offering Voice over Internet Protocol (“VoIP”) services, video content services, and messaging services delivered over the internet. Such operators could displace the services we provide by using our customers’ internet access (which may or may not be provided by us) to enable the provision of communication, entertainment and information services directly to our customers. Failure to transform to data-driven products could have a negative impact on our legacy services and impact our results from operations.
Our ability to attract and retain customers is, in part, dependent on our ability to meet customer demand for new technology at the same, or at a quicker rate, than our competitors are able to do.
Failure to adapt and evolve could harm our competitive position, render our products obsolete and cause us to incur substantial costs to replace our products or implement new technologies.
Implementing new technologies requires substantial investments which may not generate expected returns.
16

The introduction of new technologies may require significant capital expenditure on infrastructure, and there can be no guarantee that those investments will generate expected returns. For example, penetration rates for fixed broadband services in our markets are low relative to penetration rates in other markets globally. As the use of these services has the potential to increase substantially over time, we have expended significant resources to deploy both HFC and FTTH networks in several of our markets. However, an increasing number of local and regional providers of fiber connections are offering internet services with the same or higher data speeds at competitive prices, and competition for dedicated fiber optic services is intense. While we continue to expand these networks with the intention of capturing the anticipated demand, future offerings by our competitors that are aggressively priced or that offer additional services may prevent us from achieving the expected returns on this investment. If we are required to implement new technologies that are unable to generate sufficient returns, our profitability and ability to generate cash flow would be negatively affected, and we may be required to scale back our investments or delay the implementation of new technologies, which may have a negative impact on our growth and ability to attract and retain customers.
In addition, if competitive or other factors compel the need to invest in new technologies earlier than anticipated, previous equipment or technology may need to be impaired or written-down if replaced earlier than originally anticipated.
If we cannot successfully develop and operate our mobile, cable and broadband networks, MFS and distribution systems, we will be unable to expand our customer base and may lose market share and revenue.
Our ability to increase or maintain our market share and revenue is partly dependent on the success of our efforts to expand our business, the quality of our services and the management of our networks and distribution systems. As new technologies are developed or upgraded, such as advanced 5G systems and fiber optic cable networks, our equipment may need to be replaced or upgraded or we may need to rebuild our mobile, cable or broadband network, in whole or in part. In some cases, the COVID-19 pandemic accelerated the transition from traditional to digital services, including MFS, and the heightened customer expectations in these areas may require us to invest greater resources in technological improvements.
The initial build-out of our networks and distribution systems, together with sustaining sufficient network performance and reliability, is a capital-intensive process that is subject to risks and uncertainties which may delay the introduction of services and increase the cost of network construction or upgrade. With regard to our strategic efforts in broadband services, we seek to increase our market share in both the residential and commercial broadband markets by investing significant resources in HFC and FTTH networks, in addition to fixed broadband services through wireless communication networks, known as fixed wireless access ("FWA"). The provision of broadband services is highly capital intensive, and the long-term nature of the return on investment increases the risks to our operations. Potential difficulties include constraints on our ability to fund additional capital expenditures, as well as external forces, such as obtaining necessary permits from regulatory and other local authorities.
Unforeseeable technological developments may also render our services or distribution channels unpopular with customers or obsolete. To the extent we fail to expand, upgrade and modernize our networks and distribution systems on a timely basis relative to our competitors, we may not be able to expand our customer base and we may lose customers to competitors. If any of these risks materialize, we may be at a competitive disadvantage, which could result in the loss of customers or the inability to attract new customers and maintain or grow our market share. In turn, this would impact our revenue and profitability and our ability to generate cash to grow or sustain our businesses.
b.Content and content rights
Content and programming costs are rising (especially those with exclusivity rights), and we may not be able to pass the increased costs on to our customers.
In recent years, the cable TV and direct-to-home satellite TV industries (together “pay-TV”) have experienced a rapid escalation in the cost of content rights and programming. We expect these costs may continue to increase, particularly those related to exclusive and live broadcasts of sporting and other events. As of December 31, 2024, we had exclusivity rights over certain local soccer content in several of our markets, including Bolivia, Costa Rica, El Salvador, Guatemala, Honduras, Panama and Paraguay, and we expect that the costs of these rights may continue to increase significantly. If we are unable to moderate the growth in these costs or fully pass them on to our customers in the form of price increases, we may lose our rights to this content.
17

Any failure to maintain such rights may reduce the desirability of our networks and negatively affect our profitability.
In addition, content is often priced in U.S. dollars, which may result in fluctuations in costs in the countries in which we sell content due to foreign exchange fluctuations.
We make long-term content and service commitments in advance even though we cannot predict the popularity of the services or ratings the programming will generate, and our mobile applications and cable content may not be accepted or widely used by our customers.
We acquire rights to distribute certain content or services for use by our mobile, pay-TV and broadband customers, and we have strategic partnerships with major digital players, such as Amazon. We make long-term commitments in advance even though we cannot predict the popularity of the services or ratings the programming will generate. In some instances, our commitments include minimum guarantees, which means that we are required to pay a certain agreed-upon amount regardless of the amount collected from the provision of such services. The commercial success of applications or content also depends on the quality and acceptance of other competing applications or content released into the marketplace at or near the same time.
The success of our pay-TV services depends on our ability to access an attractive selection of television programming from content providers.
The ability to provide movie, sports and other popular programming is a major factor that attracts customers to pay-TV services. We may not be able to obtain sufficient high-quality programming from third-party producers or exclusive sports content for our cable TV services on satisfactory terms or at all in order to offer compelling cable TV services, which could result in reduced demand for, and lower revenue and profitability from, our cable services.
Consumers are increasingly able to choose from a variety of platforms from which to receive content and programming.
A number of content providers have begun to sell their services through alternative distribution channels including IP-based platforms, smart-TVs and other app-compatible devices. Consumers may choose to purchase on-demand content through these alternative transmission methods, which may lead to reduced demand for our pay-TV services. If our customers choose to source their content through transmission methods that we do not offer, our customer base and revenue generation from content-related services such as pay-TV may decline, which would negatively impact our cash flow generation and return on investment in content-related services.
We may be subject to legal liability associated with providing online services or media content.
We host and provide a wide variety of services and products that enable our customers to conduct business, and engage in various online activities. The law relating to the liability of providers of these online services and products for the activities of their customers is still unsettled in some jurisdictions. Claims may be threatened or brought against us for defamation, negligence, breaches of contract, copyright or trademark infringement, unfair competition, tort, including personal injury, fraud, or other theories based on the nature and content of information that we use and store. In addition, we may be subject to domestic or international actions alleging that certain content we have generated or third-party content that we have made available within our services violates applicable law or third-party rights.
We also offer third-party products, services and content. We may be subject to claims concerning these products, services or content by virtue of our involvement in marketing, branding, broadcasting, or providing access to them, even if we do not ourselves host, operate, provide, or provide access to these products, services or content. Defense of any such actions could be costly and involve significant time and attention of our management and other resources, may result in monetary liabilities or penalties, and may require us to change our business in an adverse manner. For example, in Colombia we have faced litigation for the provision of services to customers that used our mobile services to attempt to extort money from third parties.
c.Licenses and spectrum
Available spectrum is limited, closely regulated and increasingly expensive.
18

The availability of spectrum is limited, closely regulated and can be expensive, and we may not be able to obtain it from the regulator or third parties at all or at a price that we deem to be commercially acceptable given competitive conditions. If we acquire spectrum through acquisition, regulators may require us to surrender spectrum to secure regulatory approval. We may need to incur significant capital expenditures in order to acquire or renew licenses or access infrastructure needed to continue to offer services to our customers or improve our current services.
Additional or supplemental licenses may be required to implement 5G technology in order to remain competitive, and we may be unable to acquire such licenses on reasonable terms or at all.
We may not be able to acquire or retain sufficient quantities of spectrum in our preferred band(s) which could impact the quality and efficiency of our networks and services and may negatively impact our profitability.
Our licenses may be suspended or revoked and we may be fined or penalized for alleged violations of law or regulations.
If we fail to comply with the conditions of our licenses or with the requirements established by the legislation or if we do not obtain permits for the operation of our networks and equipment, use of frequencies or additional licenses for broadcasting directly or through agreements with broadcasting companies, we may not have sufficient opportunity to cure any non-compliance. In the event that we do not cure any non-compliance, the applicable regulator may: levy fines; suspend or terminate our licenses, frequency permissions, or other governmental permissions; or refuse to renew licenses that are up for renewal.
Most of our licenses are granted for finite periods.
Most of our licenses are granted for specified terms, and we have no assurance that any license will be renewed upon expiration. Licenses due to expire in 2025 include our license Value Added Services (VAS) in Honduras, and AWS in Colombia.

Licenses may contain additional obligations.
Licenses may contain additional obligations, including payment obligations and requirements to cover reduced service areas or permit a more limited scope of service (for example, around prisons in El Salvador and Honduras). The cost of extending coverage to reduced service areas may exceed the revenue generated from providing such services. Licenses may also contain coverage obligations, like in Colombia where 700 MHz frequency acquisitions were paid partly with cash and partly by committing to provide coverage to 1,636 districts over the course of five years. In addition, increased regulations may impose additional obligations on operators and these obligations may affect the retention and renewal of licenses or spectrum. For more information, see “Information on the Company—Business Overview—Regulation.”
d.Quality and resilience of networks and service
Equipment and network systems failures, including as a result of climate change, a natural disaster, sabotage or terrorist attack, could negatively impact our business.
Our business is dependent on certain sophisticated critical systems, including exchanges, switches, fiber, cable headends, data centers and other key network elements, physical infrastructure and billing and customer service systems. Our technological infrastructure is vulnerable to damage and disruptions from numerous factors, including climate change, fire, flood, windstorms and other natural disasters and extreme weather events, power outages, terrorist acts, equipment and system failures, human errors and intentional wrongdoings, including breaches of our network and information technology security. For example, in 2020, our mobile network was partially affected due to storm damage in Honduras, which resulted in the deterioration of service in certain parts of the country. Ongoing risks to our network include state-sponsored censorship, sabotage, theft and poor equipment maintenance.
Inability to manage a crisis could harm our brand and lead to increased government obligations in the future.
19

Telecommunications networks provide essential support to first responders and government authorities in the event of natural disasters, terrorist attacks, pandemics and other similar crises. If we fail to develop and implement detailed business continuity and crisis management plans, we may be unable to provide service at the level that is required or perceived to be required by the government, the regulator, our customers and by the public at large, and this could lead to reputational harm and to new and burdensome regulatory obligations in the future.
e.Regulation
The telecommunications and broadcasting market is heavily regulated.
The licensing, construction, ownership and operation of mobile telephone, broadband and cable TV networks, and the grant, maintenance and renewal of the required licenses or permits, as well as radio frequency allocations and interconnection arrangements, are regulated by national, state, regional or local governmental authorities in the markets in which we operate, which can lead to disputes with government regulators. For example, in 2013, the Colombian regulator challenged Colombia Móvil’s license fee, stating that it should be a significantly higher amount than we had recorded, although Colombia Móvil prevailed.
Certain other aspects of mobile telephone operations, including rates charged to customers, resale of mobile telephone services, and user registrations may be subject to public utility regulation in each market. Also, because of our market share, regulators could impose asymmetric interconnection or termination rates, which could undermine our competitive position in the markets in which we operate.
Changes in regulations may disrupt our business activities and reduce our revenue and profit margins for mobile services.
Regulatory changes may reduce or prohibit the provision of our services on a temporary or long-term basis. For example, since 2014, mobile operators in El Salvador and Honduras have been required to shut down services or reduce signal capacity in and around prisons. Similar laws have been enacted in Guatemala, although these were later nullified.
Moreover, regulations which make it commercially unviable to subsidize our mobile customers’ handsets; set an expiry date on when our customers must use their prepaid minutes, data or short message service ("SMS") bundles; or prohibit certain automatic deductions to customer accounts, could reduce revenue and profit margins for mobile services. For example, in 2015, the regulator in Colombia determined that handsets and telecommunication services could not be bundled and had to be invoiced separately. This had a direct impact on handset affordability and caused a sharp decline in our handset sales. In 2016, the regulator in Paraguay extended the unused prepaid data allowance from 30 to 90 days, which impacted the frequency at which a portion of our prepaid customers purchase additional data allowances from us. In 2019, the Legislative Assembly in El Salvador made a reform to the Consumer Protection Law, which required a change in the telecommunication companies' commercial activities. The reform called for the maintenance of unused data allowances for up to 90 days and prohibited automatic renewals, changing our financial results. Additionally, the reform banned broadcasts and collection activities outside business hours, impacting our clients' churn trends and payment behavior. In 2022, the Bolivian regulator prohibited operators from automatically making deductions to prepaid customer accounts for data usage services on an on-demand basis unless the customer has expressly opted-in to receive on-demand data. As a result, when a prepaid customer uses up their data allowance, the operator cannot automatically begin charging such user on an on-demand basis and must, instead, cancel data access until such customer either purchases a new data package or accepts on-demand data.
Our MFS product may be subject to new legislation and regulation.
We provide a broad range of MFS such as payments, money transfers, international remittances, real-time loans and micro-insurance. In most markets in which we have launched MFS, the laws and regulations governing our MFS are new and evolving, and, as they develop, regulations could become more onerous, requiring licensing by or registration with local regulators, imposing additional reporting or controls or limiting our flexibility to design new products, which may limit our ability to provide our services efficiently or at all.
The lack of established laws and regulations may make it difficult to identify which licenses and approvals (if any) are necessary and the processes for obtaining them, as well as the implications of holding such licenses or receiving such approvals. For the same reason, we cannot be certain that we will be able to maintain licenses and approvals that we previously obtained, or renew them upon their expiration.
20

While we currently believe that some of our MFS activities fall outside the scope of licensing requirements and do not require certain approvals, there can be no assurance that our interpretations of the rules and their exemptions are or will remain consistent with those of local regulators.
We have, in most of our markets, seen that fintech legislation is evolving, particularly as it relates to anti-money laundering and suspicious activity reporting. Any such changes may require us to make additional investments in tools and resources to meet such requirements. If we are unable to modify our service provision in time to comply with any new regulatory requirements, or new regulations are applied retroactively, we may be subject to penalties and the discontinuation or restriction of our operations, which could have a material adverse effect on our business, financial condition and results of operations.
For more information on the regulatory environment in the markets in which we operate, see “Information on the Company—Business Overview—Regulation.”
f.Cybersecurity and data protection
Cyber-attacks may cause equipment failures that render our networks or systems inoperable and could cause disruptions to our customers’ operations.

Cyber-attacks may cause equipment failures that render our networks or systems inoperable and could cause disruptions to our customers’, suppliers’ and vendors’ operations. The costs associated with a major cyber-attack on Millicom could include expensive incentives offered to existing customers and business partners to retain their business, increased expenditures on cybersecurity measures and the use of alternate resources and lost revenue from business interruption and litigation. In addition, the inability to operate or use our networks and systems, even for a limited period of time, may result in loss of market share to other communications providers. Such costs and disruptions may have a significant adverse effect on our business.

Our control environment and controls may not be sufficient to prevent or rapidly detect and respond to cyber-attacks.

As a telecommunications company, we are often targeted by threat actors, who are aware that our Company manages a large amount of critical and confidential data and that the impact of a cyber-attack could have a serious impact on critical businesses and a large number of individuals in the countries in which we operate. We may be impacted by phishing, breaches, ransomware attacks, extortion, insiders or external malicious actors targeting our systems, networks and data, or incidents affecting third parties on which our business relies.

Like many other companies, Millicom has been subject to ransomware attacks, web service attacks, denial of service attacks, unauthorized access to services or data and threats related to our operations in several Latin American countries where we operate, with the most significant incidents occurring in Paraguay, Guatemala, El Salvador, Colombia and Bolivia. While the incidents were managed with a focus on minimizing the impact on customers, third parties and our services and we were able to recover and limit the loss of data, there can be no assurance that we will be able to prevent any future cyber-attacks that result in a material loss of data or other security breaches, notwithstanding the measures and control environment we have put in place.

Although we have taken and continue to take measures to prevent and mitigate cybersecurity incidents, whether caused by internal or external actors, there can be no assurance that we will be able to adequately anticipate or prevent them, as the tactics and techniques used by malicious threat actors are constantly evolving and may initially go undetected.

We collect and process customer personal data.
Our business involves the receipt, storage, and transmission of confidential information, including sensitive personal information and payment card information, confidential information about our employees, customers and suppliers, and other sensitive information about Millicom, such as our business plans, transactions and intellectual property.
21

Unauthorized access to confidential information may be difficult to anticipate, detect, or prevent.

Data privacy laws and regulations apply broadly to the collection, use, storage, disclosure and security of personal information that identifies or may be used to identify an individual, such as names and contact information. Many countries have additional laws that regulate the processing, retention and use of communications data (both content and metadata), and in some countries, authorities can intercept communications, sometimes directly or without our knowledge. These laws and regulations are subject to frequent revisions and differing interpretations, and have generally become more stringent over time.

Requests from local law enforcement for customer data may also come into conflict with applicable privacy and data protection laws and customer expectations, creating risks to our local businesses arising from our responses to these requests.
Since we may offer certain services accessed by, or provided to customers within, the European Union and the United States, we may be subject to the European Union and U.S. privacy and data protection regulations, which impose significant penalties for non-compliance.
In addition, most of the countries in which we operate are considering or have passed legislation imposing data privacy requirements that could increase the cost and complexity of providing our services. Although we take precautions to protect data, we cannot guarantee that our safeguards will prevent any leakage of certain data or any unauthorized use. If changes are made to data privacy laws and regulations, we may need to incur additional costs to ensure that we are in compliance with such changes, which could include investments in data processes, data collection tools or data warehouses to further protect customer and employee data.
g.Competition
Our industry is experiencing consolidation that may intensify competition among operators.
The telecommunications and cable industry has been characterized by increasing consolidation and a proliferation of strategic transactions. As a result, we are increasingly competing with larger competitors that may have substantially greater resources than we do. We expect this trend of consolidation and strategic partnering to continue. Acquisitions or strategic relationships could harm us in a number of ways. For example:
•competitors could acquire or enter into relationships with companies with which we have strategic relationships and discontinue our relationship, resulting in the loss of distribution opportunities for our services or the loss of certain enhancements or value-added features to our services; for example, if a competitor entered into partnerships or negotiated exclusive rights to premium content, this could result in consumers choosing to move away from our service offerings to those of our competitors;
•a competitor could be acquired by a party with significant resources and experience that could increase the ability of the competitor to compete with our services, as was the case when América Móvil acquired the mobile business of Telefónica in Guatemala and when a subsidiary of Liberty Latin America Ltd. acquired América Móvil's operations in Panama; and
•other companies with related interests could combine to form new, formidable competition, which could preclude us from obtaining access to certain markets or content, or which could dramatically change the market and demand for our services, as was the case with the bankruptcy of Digicel Group One Limited. If global companies that offer services such as information, social media or on-demand content services obtained or entered into distribution agreements with infrastructure partners in our markets, we could lose customers to those providers.
Consumers in our industry can change service providers relatively easily at little to no cost, which renders the competition for subscribers between operators intense.
If new competitors enter into our markets or existing competitors offer more competitively priced products or services, such as eliminating installation fees, subsidizing handsets, modems, wireless routers or set-top boxes, or offering content, channels or applications that we do not offer, our customers may move to another operator. Most of our mobile customers are prepaid, which allows them to switch operators at any time without monetary penalty, and some of our cable operator competitors incentivize customers to accept longer contracts, making it difficult to subsequently switch operators.
22

Some of our customers use devices with dual SIM card capability, allowing them to also utilize our competitors' services, which may negatively affect our mobile revenue. If we are unable to develop strategies to encourage customers to retain us as their primary or sole provider, we could lose a larger percentage of our revenue to our competitors. Mobile number portability in our markets removes a disincentive to changing providers and increases competition and churn. As devices with eSIMs are introduced in our markets, allowing customers to change providers without changing their SIM cards, churn and pricing competition among providers may also increase.
If we are unable to compete effectively and match or mitigate our competitors' strategies or aggressive competitive behavior, in pricing our services or acquiring new and preferred customers, or if we are unable to develop strategies to encourage customers to retain us as their primary or sole provider, we could suffer adverse revenue impacts or higher costs for customer retention, which could, individually or together, have a material adverse effect on our business, financial condition and results of operations.
Consumers in the telecommunications industry now have many alternative means of communicating.
The proliferation of VoIP and video streaming offerings and other services delivered over the internet (referred to as “Over-the-Top” or “OTT” services) for voice, instant messaging, and video content has significantly increased competitive risk and has driven down revenue from legacy voice, SMS and linear TV services. While these alternative communication methods require usage of data, there are no guarantees that consumers will use our networks to obtain data services.
h.Environment and sustainability
Failure to comply with environmental requirements could result in monetary fines, reputational damage or other obligations.
Certain of our business operations are subject to environmental laws and regulations since they involve fuel consumption, carbon dioxide emission, and disposal of network equipment and old electronics. Environmental requirements have become more stringent over time, and pending or proposed new regulations could impact our operations or costs.
Increasing scrutiny and evolving expectations from customers, regulators, investors and other stakeholders with respect to our environmental, social and governance practices may impose additional costs on us or expose us to new or additional risks.
Companies are facing increasing scrutiny from customers, regulators, investors and other stakeholders with respect to their environmental, social and governance (“ESG”) practices. Views about ESG are diverse and rapidly changing, particularly as they relate to the environment, health and safety, diversity, labor conditions and human rights. New regulations or guidance relating to ESG standards, as well as the perspectives of customers, investors and other stakeholders regarding these standards, may affect our business activities and increase disclosure requirements, which may increase costs. If investors and other stakeholders determine that we have not made sufficient progress on or adequately addressed ESG matters, we could be subject to negative publicity in traditional or social media, and our reputation, ability to retain customers and employees, and financial condition and results of operations could be adversely affected.
i.Supplier management
We are dependent on key suppliers to provide us with products and devices.
We rely on handset distributors, manufacturers and application developers to provide us with the handsets, hardware and services demanded by our customers. The key suppliers of our handsets and set-top boxes, in terms of both volume of sales and importance to our operations, are Apple, B-Mobile, Blu, Honor, Maxwest, Motorola, OPPO, Samsung, Tecno, Vivo, Xiaomi and ZTE. We import directly from original equipment manufacturers ("OEMs"), or we source our handsets through their authorized distributors in each of our markets.

23

We are dependent on key suppliers to provide us with networks and systems.
We seek to standardize our network equipment to ensure compatibility, ease equipment replacement and reduce downtime of our network and contract with a limited number of international suppliers to achieve economies of scale, which means that we rely on a limited number of manufacturers to provide network and telecommunications equipment and technical support. The key suppliers of equipment and software for our existing networks are Huawei, Ericsson, Nokia, PPC, Fiberhome, Harmonic, Kaon, Vantiva, Juniper, Intraway and VMWare.
We have limited influence over these key suppliers, and even less over their suppliers and the continuity of their supply chains, which could be disrupted in many ways. Therefore, we cannot assure you that we will be able to obtain required products or services on favorable terms or at all. Any failure of key suppliers to provide software and equipment could interfere with our operations. For example, in recent years, we experienced significant disruptions in the supply of microchips due to a global shortage that affected our suppliers, which we addressed by accumulating strategic inventories and substituting alternative products to sustain our operations. While we did not experience such disruptions in 2023 or 2024, there can be no assurance that we will not be subject to future shortages or other similar disruptions, which could have a significant adverse effect on our business.
International actions including trade sanctions could disrupt or otherwise negatively impact our supply chain.
In May 2019, the U.S. government announced executive action aimed at addressing U.S. national security risks arising from the use of non-U.S. technology. In furtherance of this order, the U.S. Department of Commerce issued an interim final rule in January 2021 that allows the U.S. government to prohibit certain information and communications technology and services (“ICTS”) transactions to address U.S. national security threats. In June 2023, the U.S. Department of Commerce issued a final rule that amended the ICTS interim final rule, which clarified the scope and criteria relevant to evaluating whether certain ICTS transactions present U.S. national security threats. Although the extent and potential consequences of the U.S. government's review of ICTS transactions remain uncertain, they may have a material adverse effect on our ability to maintain and expand our networks and business. There are a number of alternative suppliers available to us; however, if we are unable to obtain adequate alternative supplies of equipment or technical support in a timely manner, on acceptable commercial and pricing terms, our ability to maintain and expand our networks and business may be materially and adversely affected.
We rely on interconnection and capacity agreements, the terms of which could be made less favorable due to market participants or regulatory changes.
Interconnection and capacity agreements are required to transmit voice and data to and from our networks. Our ability to provide services would be hampered if our access to local interconnection and international capacity was limited, or if the commercial terms or costs of interconnection and capacity agreements with other local, domestic and international carriers of data and communications were significantly altered, or if an operator is not able to provide interconnection due to operation and maintenance issues or natural disasters.
We depend upon certain third parties to operate and maintain parts of the network infrastructure we use, including certain towers and network infrastructure, and related services.
In 2023, after determining that ownership of mobile communications towers no longer confers a competitive advantage, we began the process of moving towers at more than 9,000 sites into a separate company, as further discussed under "Information on the Company—Business Overview—Property, Plant and Equipment—Tower infrastructure." Although the transfer has not yet been fully completed, we anticipate that the carved-out tower company may be ultimately owned and controlled by a third party. Further, we have sold and leased back a significant number of our towers, and we may engage in similar transactions in the future.
We also have entered into managed services agreements in certain of our markets to outsource the maintenance and replacement of our network equipment. Although the contracts impose performance obligations on the operators and tower management companies, we cannot guarantee that they will meet these obligations or implement remedial action in a timely manner, which may result in these towers or networks not being properly operated. If our managed services agreements terminate, we may be unable to find a cost-effective, suitable alternative provider, and we may no longer have the necessary expertise in-house to perform comparable services.
24

For example, if our tower network service provider is unable to properly maintain our towers, we may suffer a degradation in the quality or coverage of our mobile services.
We and our customers are dependent on third-party suppliers of electricity to power transmission and customer premise equipment.
Significant failure or disruption in the supply of power to the businesses and households that subscribe to our services, or to the data centers that we operate, could have a negative impact on the experience of our customers, which could result in claims against us for failure to provide services and reduce our revenue.
2.Risks related to Millicom’s business in the markets in which it operates
The outbreak of pandemics or other public health crises has had, and may again have, a significant negative effect on our operations, business and financial condition.
The outbreak of a pandemic or similar public health crises (including COVID-19) could significantly disrupt our business operations for an extended period. The measures taken to combat a pandemic or public health crisis and ameliorate its effects, such as the closing of retail stores or other distribution channels, as well as other government mandates to provide services to non-paying clients, have had, and may again have, a significant negative effect on our operations.
The full impact of a pandemic or public health crisis cannot be predicted and depends on several factors, including the geographic spread and duration of the illness, the resurgence or emergence of variant strains of the illness, the availability and effectiveness of vaccines, vaccine hesitancy, the response by governments, private sector participants and the public to contain the illness or address its impacts, and the associated disruption to business and commerce generally, all of which are highly uncertain and could have a significant adverse effect on our business.
a.Emerging Market Risks
Most of our operations are in emerging markets that may be subject to greater risks than more developed markets, including in some cases significant political, legal and economic risks.
Emerging market governments and judiciaries often exercise broad, unchecked discretion, and are susceptible to abuse and corruption and rapid reversal of political and economic policies on which we depend. Political and economic relations among the countries in which we operate are often complex and have resulted, and may in the future result, in conflicts, which could materially harm our business.
The economies of emerging markets are vulnerable to market downturns and economic slowdowns elsewhere in the world. Emerging markets are also subject to adverse global political events and geopolitical tensions, such as the ongoing conflict between Russia and Ukraine. Such events may result in sanctions, disruptions in global supply chains, military actions and macroeconomic instability, each of which may adversely affect the economies of emerging markets. As has happened in the past, financial problems or an increase in the perceived risks associated with investing in emerging economies could dampen foreign investment in these markets and materially adversely affect their economies, which may cause our business and results of operations to suffer.
Turnover of political leaders or parties in emerging markets as a result of a scheduled election upon the end of a term of service or in other circumstances may also affect the legal and regulatory regime in those markets to a greater extent than turnover in established countries. Some of the emerging markets in which we operate are susceptible to social unrest, which may lead to military conflict in some cases.
b.Strategy and strategic direction
We may not be able to successfully implement our strategic priorities.
Our strategic priorities include, among others, expansion of our high-speed data networks (4G, HFC and FTTH), facilitation of growth in our mobile data and fixed broadband segments, implementation of 5G technology transformation projects to improve our operating performance and efficiency, implementation of cost efficiency programs and the creation of, and potential sale of interests in, legal entities to separate our Towers business (including Lati International S.A.) and our Tigo Money business from our telecommunications service operations. We also regularly evaluate potential opportunities to consolidate or form strategic partnerships or alliances with other large competitors.
25

There can be no assurance that our strategy will be successfully implemented and will not cause changes in our operational efficiencies or structure, that it will achieve the desired financial or operational objectives or that any entities will be divested (including Lati International S.A.). In addition, the implementation of our strategic priorities could result in increased costs, conflicts with employees, local shareholders and other stakeholders, business interruptions, and difficulty in recruiting and retaining key personnel. Further, we could enter into partnerships or strategic alliances that require significant investment or other undertakings from us (including non-compete agreements) or that limit our financial flexibility or pose limitations on our ability to control or exercise significant influence over companies or businesses in which we have an ownership stake or over which we exercise control, which could, in turn, result in our having to deconsolidate assets, liabilities and results of operations associated with those businesses.
Lack of sufficient information or poor quality of available information regarding our industry, operations or markets may lead to missed opportunities or inefficient capital allocation.
As the factors we consider in formulating our strategy change (including information, such as customer data insights or new markets into which we may consider entering), we face the risk of not having access to sufficient industry, operational or market data inputs to properly inform our decision-making or needing to rely on poor-quality information. There is also a risk that the data to which we have access will be analyzed improperly, if the relevant personnel lack appropriate experience, oversight, or relevant skill sets in data analysis, including through insufficient consideration of interrelationships of key variables such as market dynamics, trends, availability of cash and resources, agility, opportunities and risk factors affecting our business. If we are forced to make assumptions regarding key variables and are unable to consider alternatives to, and consequences of, strategic decisions on a fully informed basis, it may lead to missed opportunities or inefficient capital allocation that could have an adverse effect on our business, financial condition or results of operations.
We may not achieve the anticipated benefits following the acquisition of the remaining 45% equity interest in our Guatemala business.
On November 12, 2021, we signed and closed an agreement to acquire the remaining 45% equity interest in our Guatemala joint venture business from our local partner for $2.2 billion in cash. In November 2021, we obtained bridge financing to fund the acquisition, which we refinanced in part with the issuance of equity and long-term debt. We also consolidated the indebtedness from our Guatemala joint venture business in connection with the acquisition. Our leverage and debt service requirements may make it more difficult for us to capitalize on changes in market conditions or other strategic opportunities. While we have taken, and will continue to take, steps to facilitate the growth of our operations in Guatemala and improve our operating performance and efficiency, our strategy may ultimately prove to be unsuccessful. If we are unable to generate sufficient cash flow from our operations in Guatemala and future borrowings are not available, we may not be able to pay our indebtedness or fund our other liquidity needs, which could have a material adverse effect on our business, financial condition and results of operations.
c.Industry structure, market position and competition
We face intense competition from other larger telecommunications and cable and broadband providers.
The markets in which we operate are highly competitive. Our main mobile and fixed competitors include major international and regional telecommunication providers such as América Móvil, Telefónica and Liberty Latin America. Many of our main competitors have substantially greater resources than we do in terms of access to capital. Some of our competitors are state-owned entities, which may prioritize social objectives over profitability. In some of our markets, our competitors may have access to more spectrum and provide greater or better area coverage, and they may face fewer regulatory burdens than we do.
We have a weaker market position in mobile services and face a challenging competitive environment in Colombia, our largest market.
Relative to our other markets, the mobile services sector in Colombia is characterized by having more competitors, including América Móvil and Telefónica, which are larger than us, and by having more stringent regulatory conditions. Relative to our other markets for mobile services, our competitive position is also weaker in Colombia, where we are the third largest mobile operator. Additionally, new competitors have been and may continue to be awarded mobile spectrum, including WOM, which entered the Colombian market in April 2021.
26

Given the importance of Colombia to our results, any failure to sustain or improve our position in the mobile services sector could have a material impact on our consolidated financial results.
Competition is driven by a number of factors, most notably price and increasingly customer experience.
Within our markets, operators compete for customers principally on the basis of price, promotions, services offered, advertising and brand image, quality and reliability of service, mobile coverage and overall customer experience. Telecom services are largely commoditized services, and the ability to differentiate these services among operators is limited. Competition may result in pricing pressure, reduced margins and profitability, an increase in customer churn and reduced revenue and market share.
The effects of competition have been exacerbated by recent inflationary pressures, and the need to increase prices for our products and services has become increasingly more common. Competitive pressures could prevent us from implementing or sustaining such price increases, or implementing price increases that are commensurate with inflation, which may have a material adverse impact on our business, financial condition and results of operations.
There may be more mobile operators than the market is able to sustain.
Additional licenses may be awarded in already competitive markets, and regulators may incentivize competition by offering favorable conditions to new entrants, such as holding spectrum auctions in which certain blocks of spectrum are reserved for new entrants, or by capping the amount of spectrum that existing players can acquire, as in Colombia's 2019 auction of licenses to use a total of 40 MHz in the 700 MHz band.
Entry by new competitors may have a significant disruptive effect on our markets.
New competitors may enter our markets with pricing or other product or service strategies, primarily designed to gain market share, that are significantly more competitive than our offers, leading to, for example, significant price competition and lower margins or increased churn.
In certain of our mobile markets, such as Colombia, our competitors may have a dominant market position.
Having a dominant market position may provide our competitors with various competitive advantages including from economies of scale, access to spectrum, the ability to significantly influence market dynamics and market regulation.
Our competitors may be able to provide better pay-TV services than we are able to provide.
Our pay-TV services compete with other pay-TV services that may offer a greater range of channels to a larger audience, reaching a wider area distribution (especially in rural areas) for a lower price than we charge for our pay-TV services. We also compete with satellite distribution of free-to-air television programming, which viewers can receive by purchasing a satellite dish and a set-top box without any physical cabling. Furthermore, our cable networks are subject to the risk of overbuild and our pay-TV content is subject to the possibility of wireless substitution.
Many of the mobile telecommunications markets in which we operate have high mobile penetration levels, inhibiting growth opportunities.
The markets in which we operate have mobile phone service penetration levels that typically exceed 100% of the population. Although there are some opportunities for further growth, our efforts to develop additional sources of revenue may not be successful. Therefore, high mobile penetration rates could constrain future growth and produce an intensification of pricing pressures on all of our mobile services, which could adversely affect our future profitability and return on investments.
We may not be able to achieve market acceptance of our mobile financial services.
Although the use of mobile financial services and digital payments has increased throughout the world, there can be no assurance that this increase will result in the acceptance of our MFS across the markets in which we operate. For example, our Tigo Money business is currently deployed in several of our markets, and, as of December 31, 2024, we had a total of 3.7 million active users.
27

However, we may be unable to achieve the required level of market acceptance in order for us to recover the investment costs involved in developing and launching such services, and any failure to achieve such acceptance may cause us to reduce our product offerings or exit certain of our markets.
The future market acceptance of our MFS depends on a variety of factors, including community trust in digital financial services and companies that are not traditional financial institutions, entrenched preferences in traditional payment methods, and the availability of alternative MFS that are more popular or widely accepted by the population.
d.Customer base and customer experience
A significant proportion of our mobile revenue is generated from prepaid customers and is short-term in nature.
Prepaid customers do not sign service contracts and may be more likely than postpaid customers to switch mobile operators and take advantage of promotional offers by other operators. Many of our prepaid mobile customers subscribe to short-term packages that are valid for only one day. As a result, we cannot be certain that prepaid customers or short-term data package customers will continue to use our services in the future. Prepaid customers generated approximately 60% of our mobile service revenue during 2024.
The transition to more subscription-based businesses creates new challenges.
Our transition toward an increasingly subscription-based revenue model has implications for our personnel, systems, and business procedures, as we must dedicate increasing levels of management attention and resources toward managing and mitigating risks related to accounts receivables and collections, as well as billing and customer care. If we are unable to implement and manage the information systems and to properly train our employees, we could experience elevated levels of customer churn and bad debt, which would negatively impact our financial results.
e.Political
Many of the countries in which we operate have a history of political and social instability.
Some of the countries in which we operate may be subject to greater political and economic risk than developed countries. Some of the countries in which we operate suffer from political instability, civil unrest, or war-like actions by anti-government insurgent groups. These problems may continue or worsen, potentially resulting in significant social unrest or civil war. For example, Bolivia, Panama and Guatemala, and to a lesser extent, Colombia, have recently experienced civil, social and political unrest.
Any political or social instability or hostilities in the markets in which we operate can hinder economic growth and reduce discretionary consumer spending on our services, and may result in damage to our networks or prevent us from selling our products and services.
We face a number of risks as a result of political and social instability in the countries in which we operate, ranging from the risk of network disruption, sometimes resulting from government requests to shut down our networks as well as forced and illegal abuse of our network by political forces, to the need to evacuate some or all of our key staff from certain countries, in which case there is no guarantee that we would be able to continue to operate our business as previously conducted in such countries. Any of these events would adversely affect our results of operations.
f.Legal and regulatory
The nature of legislation and rule of law in emerging markets may affect our ability to enforce our rights under licenses or contracts or defend ourselves against claims by third parties.
The nature of much of the legislation in emerging markets, the lack of consensus about the scope, content and pace of economic and political reform and the rapid evolution of the legal systems in emerging markets, place the enforceability and, possibly, the constitutionality of, laws and regulations in doubt and result in ambiguities, inconsistencies and anomalies. These factors could affect our ability to enforce our rights under our licenses or our contracts, or to defend our company against claims by other parties. For example, if we enter litigation proceedings with a third party in a country in which we operate, and within a legal system which may be less transparent and less robust in its judgment and rulings, we may face penalties or decrees that compel us to cease or partially cease the provision of certain of our services or the operation of our networks, or invalidate or suspend our licenses or rights therein.
28

New or proposed changes to laws or new interpretations of existing laws in the markets in which we operate may harm our business.
We are subject to a variety of national and local laws and regulations in the countries in which we do business. These laws and regulations apply to many aspects of our business. Violations of applicable laws or regulations could damage our reputation or result in regulatory or private actions with substantial penalties or damages. In addition, any significant changes in such laws or regulations or their interpretation, or the introduction of higher standards or more stringent laws or regulations, could have an adverse impact on our business, financial condition, results of operations and prospects. For example, in Colombia in 2017, the regulator introduced caps to wholesale rates on mobile services, which forced us to lower our prices for both voice and data services, and it also cut interconnection rates.
Developing legal systems in the countries in which we operate create a number of uncertainties for our businesses.
The legal systems in many of the countries in which we operate are less developed than those in more established markets. This creates uncertainties with respect to many of the legal and business decisions that we make, including, among others, potential for negative changes in laws, gaps and inconsistencies between the laws and regulatory structure, difficulties in enforcement, broad regulatory authority held by telecommunications regulators, inconsistency and lack of transparency in the judicial interpretation of legislation and corruption in judicial or administrative processes or systems. We may not always have access to efficient avenues for appeal and may have to accept the decisions imposed upon us. For more information concerning the legal proceedings to which we are subject, see “Financial Information—Consolidated Statements and Other Financial Information—Legal Proceedings.”
g.Macro-economic and currency

The economies of emerging markets, including those in which we operate, are vulnerable to market downturns and economic slowdowns elsewhere in the world.
Telecommunications in emerging markets in general and in our markets in particular, account for a significant part of gross domestic product (“GDP”) and disposable income. As such, any change in economic activity level may impact our business. Furthermore, as consumers in emerging markets have relatively lower levels of disposable income, the demand for our products and services is significantly exposed to the risk of economic slowdown.
As has happened in the past, financial problems or an increase in the perceived risks associated with investing in emerging economies could dampen foreign investments in these markets and materially adversely affect their economies. An economic downturn, a substantial slowdown in economic growth or a deterioration in consumer spending could have an adverse effect on the level of demand for our products and services and our growth. We are particularly susceptible to any deterioration in the economic environment of the countries in which we have our largest operations, namely Colombia, Guatemala, Paraguay, Honduras, Panama and Bolivia.
Changes in economic, political and regulatory conditions in the United States or in U.S. laws and policies governing foreign trade and foreign relations could have an impact on the economies in which we operate.
Any decision taken by the U.S. government that has an impact on the Latin American economy, such as reducing commercial activity between the countries in which we operate and the United States, increasing tariffs, limiting immigration, increasing interest rates or slowing direct foreign investments, could adversely affect the disposable income of consumers. In addition, a slowdown in the U.S. economy may have an adverse impact on the level of U.S. dollar remittances that form a large part of the GDP of many of the countries in which we operate.
Fluctuations or devaluations in local currencies in the markets in which we operate against our U.S. dollar reporting as well as our ability to convert these local currencies into U.S. dollars to make payments, including on our indebtedness, could materially adversely affect our business, financial condition and results of operations.
29

A significant amount of our costs, expenditures and liabilities are denominated in U.S. dollars, including capital expenditures and borrowings. We mainly collect revenue from our customers in local currencies, and there may be limits to our ability to convert these local currencies into U.S. dollars. Local currency exchange rate fluctuations in relation to the U.S. dollar may have an adverse effect on our earnings, assets and cash flows. To the extent that our operations retain earnings or distribute dividends in local currencies, the amount of U.S. dollars ultimately received by MIC S.A. is also affected by currency fluctuations.
A significant amount of our debt and long-term financial commitments are denominated in U.S. dollars.
Where possible and where financially viable, we borrow in local currency to mitigate the risk of exposure to foreign currency exchange. Our ability to reduce our foreign currency exchange exposure may be limited by a lack of long-term financing in local currencies or derivative instruments in the currencies in which we operate. As such, there is a risk that we may not be able to finance local capital expenditure needs or reduce our foreign exchange exposure by borrowing in local currency. For more information, see “Quantitative and Qualitative Disclosures About Market Risk—Foreign currency risk.”
Due to the lack of available financial instruments in many of the countries or currencies in which we operate, we may not be able to hedge against foreign currency exposures.
We had net foreign exchange losses of $43 million in fiscal year 2024 compared to net foreign exchange gains of $31 million in fiscal year 2023 and net foreign exchange losses of $84 million in fiscal year 2022. At the operational level, we seek to match the currencies of our cash inflows and outflows, but while this practice reduces, it does not eliminate, our significant foreign exchange exposure to the U.S. dollar.
The governments of the countries in which our operations are located may impose foreign exchange controls that could restrict our ability to receive funds from the operations.
Substantially all our revenue is generated by our local operations, and MIC S.A. is reliant on its subsidiaries’ and joint ventures’ ability to transfer funds to it. None of the foreign exchange controls that exist in the countries in which our companies operate significantly restricts the ability of our operating companies to pay interest, dividends, technical service fees, and royalty fees or repay loans by exporting cash, instruments of credit or securities in foreign currencies. However, foreign exchange controls may be strengthened, or introduced, which could restrict MIC S.A.’s ability to receive funds.
In addition, in some countries it may be difficult to convert local currency into foreign currency due to limited liquidity in foreign exchange markets. These restrictions may constrain the frequency for possible upstreaming of cash from our subsidiaries to MIC S.A. in the future. These and any similar controls enacted in the future may cause delays in accumulating significant amounts of foreign currency, and increase foreign exchange risk, which could have an adverse effect on our results of operations.
We are exposed to the potential impact of any alteration to, or abolition of, foreign exchange which is “pegged” at a fixed rate against the U.S. dollar.
Any “unpegging,” particularly if the currency weakens against the U.S. dollar, could have an adverse effect on our business, financial condition or results of operations. Currently, Bolivia operates a fixed peg to the U.S. dollar. However, in light of the recent shortage of U.S. dollars, the increased use of alternative currencies such as the Chinese Yuan, and the increasing threat of an economic downturn, there can be no assurance that such peg will be maintained in the future.
h.Taxation
Unpredictable tax systems give rise to significant uncertainties and risks that could complicate our tax strategy and business decisions.
The tax laws and regulations in the markets in which we operate are complex and subject to varying interpretations. The tax authorities in the markets in which we operate are often arbitrary in their interpretation of tax laws, as well as in their enforcement and tax collection activities. Our interpretations and application of the tax and regulations could differ from that of the relevant governmental taxing authority. Tax declarations are subject to review and investigation by a number of authorities, which are empowered to impose fines and penalties on taxpayers, and in some cases criminal penalties on company personnel. Tax audits may result in additional costs to our Group if the relevant tax authorities conclude that entities of the Group did not satisfy their tax obligations in any given year. Such audits may also impose additional burdens on our Group by diverting the attention of management resources.
30

The outcome of these audits could harm our business, financial condition, results of operations, cash flows or prospects. For example, on March 28, 2022, the supreme court in one of the jurisdictions in which we operate issued a $16.2 million ruling against our business, primarily for taxes related to incoming international calls and the deductibility of interest expenses in 2010. We are also addressing tax disputes with local tax authorities in several jurisdictions, further described under “Financial Information—Consolidated Statements and Other Financial Information—Legal Proceedings—Tax disputes.”
In the United States, the Trump administration indicated the intent to propose significant changes to the U.S. tax system. Many aspects of these potential proposals are unclear or undeveloped, and we are unable to predict which, if any, U.S. tax reform proposals will be enacted into law, and what effects any enacted legislation might have on our tax liabilities. In addition, the Trump administration indicated that the United States may impose retaliatory measures with respect to jurisdictions that have or are likely to put in place tax rules that are extraterritorial or disproportionately affect U.S. companies. The likelihood of these changes being enacted or implemented is unclear. We are currently unable to predict whether such changes will occur and, if so, the ultimate impact on our business.
Adverse decisions of tax authorities or changes in tax treaties, laws, rules or interpretations could have a material adverse effect on our business, results of operations, financial condition or cash flows.
The organizational structure and business arrangements between the various legal entities in the group may give rise to taxation-related risks, including risks related to the pricing of services which might be challenged if not made on an arm’s-length basis and the taxation of shell entities.
Tax authorities could argue that some of the services provided among the various legal entities in the Group are on terms more favorable than those that could be obtained from independent third parties and assess higher taxes or fines in respect of the services MIC S.A. provides.
i.Litigation and claims
Some of the litigation or claims that we face can be complex, costly, and highly disruptive to our business operations.
From time to time, in the ordinary course of our business, we are involved in legal proceedings. Some of these legal proceedings can be complex, costly, and highly disruptive to our business operations. Certain of these proceedings may be spurious in nature and may demand significant energy and attention from management and other key personnel. For example, in Tanzania in June 2016, we were served with a complaint by a third party seeking to exert rights as a shareholder of MIC Tanzania Public Limited Company. While this claim was eventually dismissed, it absorbed a significant amount of management time and resulted in additional costs. We regularly face significant litigation involving inflated claims for damages. The risks associated with these cases may be exacerbated by a lack of transparency in the judicial systems of the markets in which we operate. The assessment of the outcome of legal proceedings, including our potential liability, if any, is a highly subjective process that requires judgments about future events that are not within our control. The amounts ultimately received or paid upon settlement or pursuant to final judgment, order or decree may differ materially from amounts accrued in our financial statements. In addition, litigation or similar proceedings could impose restraints on our current or future manner of doing business. For example, if we enter litigation proceedings with a regulator in a country in which we operate, we may face penalties or decrees that compel us to cease or partially cease the provision of certain of our services or the operation of our networks.
j.Business conduct
We may not be able to fully mitigate the risk of inappropriate conduct by our employees, business partners and counterparties.
Millicom’s employees interact with customers, contractors, suppliers and counterparties, and with each other, every day. All employees are expected to respect and abide by the Group's values and Code of Conduct, commonly referred to as the “Sangre Tigo” culture. While Millicom takes numerous steps to prevent and detect inappropriate conduct by employees, contractors and suppliers that could potentially harm the Group's reputation, customers, or investors, such behavior may not always be detected, deterred or prevented. The consequences of any failure by employees to act consistently with the “Sangre Tigo”
31

expectations could include litigation, regulatory or other governmental investigations or enforcement actions.

We are subject to anti-corruption and anti-bribery laws.
We are subject to a number of anti-corruption laws in the countries in which we operate and are located, in addition to the Foreign Corrupt Practices Act (“FCPA”) in the United States and the Bribery Act in the United Kingdom. Our failure to comply with anti-corruption laws applicable to us could result in penalties, which could harm our reputation and harm our business, financial condition, results of operations, cash flows or prospects. The FCPA generally prohibits covered companies, their officers, directors and employees and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or keeping business and/or other benefits. We operate in countries which pose elevated risks of corruption violations, and in certain of our markets, we have been and may continue to be subject to governmental investigations that include the telecommunications sector. If we are not in compliance with anti-corruption laws and other laws governing the conduct of business with government entities and/or officials (including local laws), we may be subject to criminal and civil penalties and other remedial measures. Moreover, investigations of any actual or alleged violations of such laws or policies related to us could be time consuming, distracting to management and expensive, with the potential to harm our business, financial condition, results of operations, cash flows or prospects. For example, in late 2015 we reported to the U.S. Department of Justice (“DOJ”), as well as to law enforcement authorities in Sweden, potential improper payments made on behalf of our joint venture in Guatemala. In 2016 we received notification from the Swedish Public Prosecutor that its preliminary investigation had been discontinued. In 2018, the DOJ informed us that it was closing its investigation without action. More recently, in April 2022, we received a subpoena from the DOJ requesting information concerning our business in Guatemala (“Tigo Guatemala”), including information related to the purchase in 2021 of our former joint venture partner’s interest in Tigo Guatemala and information related to any contacts with certain Guatemalan government officials. The subpoena also requested information concerning our operations in other countries in Latin America. In May 2023, we received a second subpoena from the DOJ requesting additional information regarding Tigo Guatemala. We are cooperating with the DOJ. At this time, we cannot predict the ultimate scope, timing or outcome of this matter.
Our anti-corruption policies, procedures and internal controls may not be effective in complying with anti-corruption laws.
We regularly review and update our policies, procedures and internal controls designed to provide reasonable assurance that we, our employees, joint ventures, distributors and other intermediaries comply with the anti-corruption laws to which we are subject. For example, our business in Guatemala retained external legal counsel to review its policies and procedures related to anti-corruption issues, including examining certain allegations of improper payments made several years ago. However, anti-corruption policies, procedures and internal controls are not always effective against this risk. We cannot assure you that such policies or procedures or internal controls work effectively at all times or protect us against liability under these or other laws for actions taken by our employees, joint ventures, distributors and other intermediaries with respect to our business or any businesses that we may acquire.
Our MFS service is complex and increases our exposure to fraud and money laundering.
Our MFS product has been developed through different distribution channels, and despite measures that we have taken or will take to adequately secure our payment systems, we remain susceptible to potentially illegal or improper uses of our payment services. Risks may include the use of our payment services in connection with fraudulent sales of goods or services, sales of prohibited or restricted products and money laundering.
Our policies and procedures may not be fully effective in identifying, monitoring and managing these risks. For example, we are not able to monitor the sources and uses of funds that flow through our MFS application, Tigo Money, in every case. As a result, we may be held liable for fraudulent transactions or transactions that violate trade sanctions or other legal or regulatory requirements, and an increase in negative publicity regarding our payment systems could harm our reputation and reduce consumer confidence in our services. In addition, we may face legal actions or regulatory sanctions as a result of any such activity.
32

Our services also involve cash handling, which exposes us to the risk of fraud and money laundering. In certain of our markets, we must keep our customers’ MFS cash in local currency demand deposits in local banks and ensure customers’ access to MFS cash, exposing us to local banking risk.
Anti-money laundering laws are often complex. We endeavor to conform to the highest standards but cannot be certain that we will be able to fully meet all applicable legal and regulatory requirements at all times. Violations of anti-money laundering laws or other regulations applicable to our MFS offerings could expose us to monetary fines or other legal actions or regulatory sanctions, which could have a material adverse effect on our business, financial condition and results of operations.
We may incur significant costs from fraud, which could adversely affect us.
Our high profile and the nature of the products and services that we offer make us a target for fraud. Many of the markets in which we operate lack fully developed legal and regulatory frameworks and have low conviction rates for fraudulent activities, decreasing deterrence for such schemes. We have been in the past and may in the future be susceptible to fraudulent activity by our employees or third-party contractors despite having robust internal control systems in place across our operations, which could have a material adverse effect on our results of operations.
We also incur costs and revenue losses associated with the unauthorized or unintended use of our networks, including administrative and capital costs associated with the unpaid use of our networks, as well as with detecting, monitoring and reducing incidences of fraud. Fraud also impacts interconnection costs, capacity costs, administrative costs and payments to other carriers for unbillable fraudulent roaming charges. Any continued or new fraudulent schemes could have an adverse effect on our business, financial condition and results of operations.
Our risk management and internal controls may not prevent or detect fraud, violations of law or other inappropriate conduct.
If any of our customers, suppliers, or other business partners receive or grant inappropriate benefits or use corrupt, fraudulent or other unfair business practices, we could be subject to legal sanctions, penalties and harm to our reputation. Given our international operations, group structure, and size, our internal controls, policies and our risk management practices may not be adequate in preventing, detecting or responding to any such incidents which could have a material negative impact on our reputation, business activities, financial position and results of operations.
We may be directly or indirectly affected by U.S. or other international sanctions laws, which may place restrictions on our ability to interact with business partners or government officials.
We operate in certain countries in which international sanctions may be imposed by the U.S., the U.K. or the European Union, and we may be required to comply with such sanctions. Such sanctions may restrict our ability to implement our strategy or conduct our business in the manner in which we expect. For example, in response to the November 2021 presidential election in Nicaragua, the U.S., the EU and the U.K. announced sanctions against the Nicaraguan Public Ministry and various Nicaraguan institutions and government officials, including the deputy director general and director general of TELCOR, the nation's principal telecommunications regulator. In October 2022, these sanctions were subsequently expanded by the United States, and the U.S. government also imposed visa restrictions on over 500 Nicaraguan individuals with ties to the Nicaraguan government. Concurrently, the European Union broadened its existing sanctions to TELCOR and seven Nicaraguan individuals, including the director of TELCOR. Finally, several Nicaraguan government officials and other key actors are currently included on the Specially Designated Nationals and Blocked Persons list of the U.S. Office of Foreign Assets Control, as well as the U.K. and EU sanctions lists. While it remains uncertain what impact current and future sanctions may have on our operations in Nicaragua and other markets, they may have a material adverse effect on our ability to maintain and expand our networks and business.
k.People, health and safety
Threats to the safety of our employees or contractors could affect our ability to provide our services.
Heightened states of danger may exist in certain of the countries in which we operate, including as a result of civil unrest, criminal activity, and the threat of natural or man-made disasters. Such events can pose significant risks to the health and safety of our employees and contractors and may impede or delay our ability to provide services to our customers or potential customers.
33

In those locations, we may incur additional costs to maintain the safety of our personnel, customers, suppliers, and contractors. Despite the precautions, the safety of our personnel, customers, suppliers, and contractors in these locations may continue to be at risk.
Enforcement of standards of safety and the promotion of a culture of safety may not prevent the frequency or severity of health and safety incidents.
Although we implement and provide training on health and safety matters, particularly related to the risks of working on telecommunications towers or on TV poles, there is no guarantee that our employees or our contractors will comply with applicable safety standards. For example, in 2024, we unfortunately suffered one employee fatality and two fatalities in our contracted services. If we fail to implement these procedures or if the procedures we implement are ineffective, we may suffer the loss of, or injury to, our employees or contractors, as well as expose ourselves to possible litigation and reputational harm.
l.Brand and reputation
Failing to maintain our intellectual property rights and the reputation of our brands would adversely affect our business.
Our intellectual property rights, including our key trademarks and domain names, including our Tigo brand name, which is well known in the markets in which we operate, are extremely important assets and contribute to our success in our markets. If we are unable to maintain the reputation of and value associated with them, we may not be able to successfully retain and attract customers. Furthermore, our reputation may be harmed if any of the risks described in this “Risk Factors” section materialize. Any damage to our reputation or to the value associated with our Tigo brand could have a material adverse effect on our business, financial condition and results of operations.
Impairment of our intellectual property rights would adversely affect our business.
We rely upon a combination of trademark and copyright laws, database protections and contractual arrangements, where appropriate, to establish and protect our intellectual property rights. However, intellectual property rights are especially difficult to protect in many of the markets in which we operate. In these markets, the regulatory agencies charged to protect intellectual property rights are inadequately funded, legislation is underdeveloped, piracy is commonplace, and enforcement of court decisions is difficult. The diversion of our management's time and resources along with potentially significant expenses that could be involved in protecting our intellectual property rights in our markets, or losing any intellectual property rights, could materially adversely affect our business, financial condition and results of operations.
Failing to manage unauthorized access to our services and networks could adversely affect our business.
Our ability to increase or maintain our market share and revenue is partly dependent on the controlled access to our services and networks. Sophisticated piracy techniques are continuously evolving, and preventing unauthorized use of our services and networks is inherently difficult. Although we have taken and continue to take measures designed to prevent unauthorized access to our services and networks, any unauthorized use could harm our relationships with our content providers or result in a loss of revenue, which may adversely affect our business, financial condition and results of operations.
m.Workforce
A significant portion of our workforce is represented by labor unions, and we could incur additional costs or experience work stoppages as a result of the renegotiations of our labor contracts.
As of December 31, 2024, approximately 13% of our employees participated in collective employment agreements. While we have collective bargaining agreements in place, we could incur significant additional labor costs and/or experience work stoppages as a result of subsequent negotiations or new minimum wage legislation, which could adversely affect our business operations. In addition, we cannot predict what level of success labor unions or other groups representing employees may have in further organizing our workforce or the potentially negative impact they would have on our operations. Furthermore, our strategic objectives may include divestitures of certain business lines, internal restructuring and other activities that impact employees. We cannot assure you that we will be able to maintain a good relationship with our labor unions and works council. Any deterioration in our relationship with our unions and works council could result in work stoppages, strikes or threats to take such an action, which could disrupt our business and operations materially and adversely affect the quality of our services and harm our reputation.
34

3.Risks related to Millicom’s size and structure and leadership
a.Size - capacity and limitations
The amount, structure and obligations connected with our debt could impair our liquidity and our ability to expand or finance our future operations.
As of December 31, 2024, our consolidated indebtedness excluding lease liabilities was $5,815 million, of which MIC S.A. incurred $2,401 million directly, and MIC S.A. guaranteed $217 million of indebtedness incurred by its subsidiaries. Including lease liabilities, our consolidated indebtedness was $6,769 million as of December 31, 2024. In addition, at December 31, 2024 our joint venture in Honduras, which is non-recourse to MIC S.A., had $364 million of debt and lease liabilities of $87 million.
We may incur additional debt in the future. Although certain of our outstanding debt instruments contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions and, under certain circumstances, the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial. The acquisition of additional debt could, among other things, require us to dedicate a substantial portion of our cash flow to payments on our debt, place us at a competitive disadvantage compared to competitors who might have less debt, restrict us from pursuing strategic acquisitions or reduce our ability to pay dividends or implement share buybacks and prevent us from complying with our dividend policy.
We have incurred and assumed, and expect to incur and assume, additional indebtedness in connection with recent acquisitions.
We funded our acquisitions in Panama and Nicaragua mainly by incurring additional indebtedness, including through the issuance of a $750 million 6.25% bond on March 25, 2019, and the issuance by our subsidiary Telecomunicaciones Digitales, S.A. (formerly known as Cable Onda S.A.) of a $600 million 4.5% bond in November 2019. Additionally, during 2022, we refinanced the $2,150 million bridge loan that we obtained to fund the acquisition of the remaining 45% equity interest in our joint venture business in Guatemala with the issuance of new long-term debt by our local subsidiary and new equity.
Our increased indebtedness following consummation of these or other acquisitions could have the effect, among other things, of reducing our flexibility to respond to changing business and economic conditions as well as reducing funds available for capital expenditures or acquisitions, and creating competitive disadvantages for us relative to other companies with lower indebtedness levels.
b.Portfolio of operations
Most of our operations are in emerging markets and may be subject to greater risks than similar businesses in more developed markets.
Investors in emerging markets should be aware that these markets are subject to greater risks than more developed markets, including in some cases significant political, legal and economic risks. Investors should fully consider the significance of the risks involved in investing in a company with significant operations in emerging markets and are urged to consult with their own legal, financial and tax advisors.
We pursue acquisitions, investments and merger opportunities from time to time which may subject us to significant risks, and there is no assurance that we will be successful or that we will derive the expected benefits from these transactions.
From time to time, we pursue acquisitions of, investments in strategic partnerships and mergers with businesses (including other providers that we compete with), technologies, services and/or products that complement or expand our business. Some of these transactions are, and other potential transactions could be, significant relative to the size of our business and operations. For example, on March 12, 2025, we entered into a definitive agreement to acquire 67.5% of Telefónica Colombia, or Telecomunicaciones S.A. ESP BIC ("Coltel"). Pursuant to the agreement, we also agreed to participate in the public sale process to acquire the remaining 32.5% of Coltel held by La Nación and other investors, and to participate in a separate public sale process to acquire the remaining equity interest in our existing operations in Colombia held by Empresas Públicas de Medellín.
35

Our aggregate investment in these transactions is expected to be approximately $1 billion; however, there are numerous factors beyond our control that could affect the total amount of the investment, including but not limited to the prices fixed by the public sale processes.
Further, we may pursue other strategic transactions that could subject us to significant risks, such as the definitive agreement that we entered into in August 2024 with Liberty Latin America, one of our competitors in Costa Rica. Pursuant to the agreement, we expect to combine our operations in Costa Rica in a cashless merger in which we will retain a minority interest of approximately 14%. The merger is subject to customary closing conditions, including regulatory approvals, and is expected to close during the second half of 2025.
These transactions involve, and any similar transactions in the future could involve, a number of risks and present financial, managerial, governance and operational challenges, including: diverting management's attention from running our existing business or from other viable acquisition or investment opportunities; incurring significant transaction expenses; increased costs to integrate financial and operational reporting systems, technology, personnel, customer base and business practices of the businesses involved in any such transaction with our business; not being able to integrate our businesses in a timely fashion or at all; loss of control or significant influence, potential exposure to material liabilities not discovered in the due diligence process or as a result of any litigation arising in connection with any such transaction; and failure to retain key management and other critical employees.
Moreover, we may not be able to successfully complete acquisitions, mergers and strategic partnerships due to various challenges, such as the failure to obtain required regulatory approvals or strong competition from our competitors and other prospective acquirers who may have substantially greater resources than we do in terms of access to capital and may be able to pay more than we can with respect to merger or acquisition opportunities (which may include other participants in the public sale processes for the equity interests in Coltel held by La Nación and other investors and the equity interests in our existing operations in Colombia held by Empresas Públicas de Medellín).
There can be no assurance that we will be able to complete such transactions in the manner that we anticipate or at all, or that we will realize the expected operating efficiencies, synergies, cost savings, revenue enhancements or other benefits from such transactions. Any inability to realize the full extent of the anticipated benefits from such transactions could have a material adverse effect on our business, financial condition and results of operations.
Divestitures or restructuring of assets and businesses subject us to significant risks and may not realize expected benefits.
We may seek to divest or restructure existing operations and investments in ways that enhance the optionality for certain assets and facilitate the attraction of growth capital, such as our plans to create new organizational structures for our Towers and Tigo Money businesses. Any such divestiture or restructuring could involve a number of risks and could present financial, managerial and operational challenges including: diverting management attention from running our existing business or from pursuing other strategic opportunities; incurring significant transaction expenses; maintaining certain liabilities or obligations to indemnify the buyer of the divested business as part of the sale conditions; and the possibility of failing to properly manage the newly created entity or time the exit to achieve an optimal return.
Furthermore, the timing of divestitures and restructurings of assets and businesses may not result in optimal returns, and the amount and timing of proceeds or expected returns may be lower than our initial investment or the corresponding carrying value on our balance sheet. For example, we were unable to obtain any proceeds from the divestiture of our joint venture in Ghana.
Our ability to make significant decisions in certain of our operations may depend in part upon the consent of independent shareholders.
We have local shareholders in certain markets that exercise significant control, including a non-controlling partner in Colombia and a joint venture partner in Honduras. In these operations, our ability to make significant strategic decisions or to receive dividends or other distributions may depend in part upon the consent of current or future independent shareholders, and our operations may be negatively affected in the event of disagreements with or breaches by our partners.
Further, our ability to successfully operate our business in Colombia may be hindered due to the governance arrangements for that business, which require the approval of our local partner to make certain decisions.
36

For example, our operations in Colombia were constrained by the near-term maturity of a significant amount of debt, which led us to make a joint capital contribution with our local partner in October 2023 and thereby avoid the bankruptcy of our operations in Colombia. Although we ultimately reached an agreement with our local partner on the capital contribution, there can be no assurance that our business in Colombia will satisfy its debt obligations in the future or that we could come to an agreement with our local partner to satisfy such obligations or modify our agreements with our local partners as part of our strategy for Colombia.
Millicom's central functions provide essential support and services to our operating subsidiaries and joint ventures.
These services include, financing, procurement, technical and management services, business support services (including a shared services center in El Salvador, corporate offices in Guatemala and Colombia, and a multinational corporation headquarters (SEM) in Panama, among others), digital transformation, customer experience, procurement, human resources, legal, information technology, marketing services and advisory services related to the construction, installation, operation, management and maintenance of its networks. If Millicom's central functions are unable to provide these services to our operating subsidiaries and joint ventures on a timely basis and at a level that meets our needs, our operating subsidiaries and joint ventures may be disrupted.
The majority of Millicom's operating subsidiaries and joint ventures operate under the Tigo trademark.
We take efforts to protect the Tigo trademark, but we may not always succeed in preventing others from using the trademark in countries in which we do not operate or from using similar trademarks, which could dilute the value of our trademark and result in brand confusion to consumers. The Tigo trademark could also be the subject of intellectual property infringement. Trademark protection is important because our trademark is what helps our customers differentiate our products and services from those of our competition, helps build brand loyalty, and represents our goodwill and reputation.
c.Talent acquisition and retention
We may be unable to obtain or retain adequate managerial and operational resources.
Our operating results depend, in significant part, upon the continued contributions and capacity of key senior management and technical personnel. Certain key employees possess substantial knowledge of our business and operations. We cannot assure you that we will be successful in retaining their services or that we would be successful in hiring and training suitable replacements without undue costs or delays. If we are unable to retain senior leadership to operate and grow our business, we may not be able to develop our business at the pace or with the required level of sophistication that enables us to meet our strategic and financial objectives.
Competition for personnel in our markets and certain central functions is intense due to scarcity of qualified individuals.
Millicom has been working with its local teams to build and implement talent development plans and to identify high-performance individuals for future advancement or hiring, as the markets in which we operate have limited availability of talent with advanced skill sets in key areas such as the digital and technology fields. We cannot assure you, however, that we will be successful in these efforts.
d.Financing and cash flow generation
MIC S.A. is a holding company and is dependent on cash flow from its operating subsidiaries and joint ventures.
MIC S.A.’s primary assets consist of shares in its subsidiaries and joint ventures and cash in its bank accounts. MIC S.A. has no significant revenue generating operations of its own, and therefore its cash flow and ability to service its indebtedness and pay dividends to its shareholders will depend primarily on the operating performance and financial condition of its subsidiaries and joint ventures and its receipt of funds in the form of dividends or otherwise.
There are legal limits on dividends that some of MIC S.A.’s subsidiaries and joint ventures are permitted to pay. Further, some of our indebtedness imposes restrictions on dividends and other restricted payments, which are described under “Operating and Financial Review and Prospects—Liquidity and Capital Resources—Financing.”
37

Our ability to generate cash depends on many factors beyond our control, and we may need to resort to additional external financing.
Our ability to generate cash is dependent on our future operating and financial performance. This will be impacted by our ability to successfully implement our business strategy, as well as general economic, financial, competitive, regulatory, and technical elements and other factors beyond our control. If we cannot generate sufficient cash, we may, among other things, need to refinance all or a portion of our debt, obtain additional financing, delay capital expenditure or sell assets.
We require a significant amount of capital to operate and grow our business. We fund our capital needs in part through borrowings in the public and private credit markets. Adverse changes in the credit markets, including increases in interest rates, could increase our cost of borrowing and/or make it more difficult for us to obtain financing for our operations or refinance existing indebtedness. In addition, our borrowing costs can be affected by short- and long-term debt ratings assigned by independent rating agencies, which are based, in significant part, on our performance as measured by customary credit metrics. A decrease in these ratings would likely increase our cost of borrowing and/or make it more difficult for us to obtain financing. A severe disruption in the global financial markets could impact some of the financial institutions with which we do business, and such instability could also affect our access to financing.
In particular, periods of industry consolidation require businesses to raise debt and equity capital to remain competitive. An inability to access capital during such periods could have an adverse effect on our business, financial condition or results of operations.
The cash flow we generate is highly dependent on our operations in Guatemala.
Our operations in Guatemala have historically generated healthy cash flows. If the financial condition of our operations in Guatemala deteriorates, or if we fail to diversify our sources of cash flow, our liquidity could suffer, which could impact our capital allocation and limit our ability to reduce our leverage, reinvest in our business or remunerate our shareholders.
Our ability to pay dividends to our shareholders, consummate share repurchase programs or otherwise remunerate shareholders is subject to our distributable reserves and solvency requirements.
Any determination to pay dividends, adopt share repurchase programs or otherwise remunerate shareholders in the future will be at the discretion of our Board of Directors (as to interim dividends) and at the discretion of the shareholders at the annual general meeting (the "AGM") upon recommendation of the Board of Directors (as to annual dividends or share repurchases) and will depend upon our results of operations, financial condition, distributable reserves, contractual restrictions, restrictions imposed by applicable law and other factors our Board of Directors and the shareholders at the AGM, respectively, deem relevant.
We are not required to pay dividends on our shares or otherwise remunerate shareholders, and holders of our shares have no recourse if dividends are not declared. Our ability to pay dividends or otherwise remunerate shareholders may be further restricted by the terms of any of our existing and future debt or preferred securities. Additionally, because we are a holding company, our ability to pay dividends on our shares is limited by restrictions on the ability of our subsidiaries to pay dividends or make distributions to us, including restrictions on our ability to repatriate funds and under the terms of the agreements governing our indebtedness.
We have adopted, and may in the future adopt, share repurchase programs under which we are authorized to repurchase our shares. However, there can be no assurance that any future share repurchase program will be fully consummated. The amount, timing and execution of any share repurchase program may fluctuate based on our priorities for the use of cash or as a result of changes in cash flows, tax laws, and the market price of our shares. Any reduction or discontinuance by us of dividend payments or repurchases of our shares may cause the market price of our shares to decline.
4.Risks related to share ownership, governance practices and registration with the SEC
a.Share price, trading volume and market volatility
38

The price of our common shares might fluctuate significantly, and you could lose all or part of your investment.
Volatility in the market price of our common shares may prevent you from being able to sell our common shares at or above the price at which you purchased such shares. The trading price of our common shares has been and may in the future be volatile and subject to wide price fluctuations in response to various factors, including, among others: market conditions in the broader stock market in general, or in our industry in particular; actual or anticipated fluctuations in our financial and operating results; introduction of new products and services by us or our competitors; entry to new markets or exit from existing markets; issuance of new or changed securities analysts’ reports or recommendations, or the failure to receive industry analyst coverage; sales of large blocks of our shares; additions or departures of key personnel; regulatory developments; and litigation and governmental investigations or actions.
These and other factors may cause the market price and demand for our common shares to fluctuate substantially, which may limit or prevent investors from readily selling common shares and may otherwise negatively affect the liquidity of our common shares.
In addition, in the past, when the market price of a stock has been volatile, holders of that stock have often instituted securities class action litigation against the company that issued the stock. If any of our shareholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business.
An active trading market for our common shares that will provide you with adequate liquidity may not develop.
Throughout 2024, a majority of the trading activity in our common shares comprised trading of our Swedish depository receipts that represent underlying common shares ("SDRs") listed on Nasdaq Stockholm. The Company's SDRs were delisted from Nasdaq Stockholm on March 17, 2025. As a result, the Company's common shares are only listed on the Nasdaq Global Select Market in the United States. We cannot predict if an active trading market will develop for our common shares on the Nasdaq Global Select Market or how liquid that market might become. If an active trading market does not develop for our common shares on the Nasdaq Global Select Market, you may have difficulty selling the common shares that you purchase, and the value of such shares might be materially impaired.
Future sales of our common shares, or the perception in the public markets that these sales may occur, may depress our share price, and future sales of our common shares may be dilutive.
Sales of substantial amounts of our common shares in the public market, or the perception that these sales could occur, could adversely affect the price of our common shares and could impair our ability to raise capital through the sale of shares. In the future, we may issue our shares, among other reasons, if we need to raise capital or in connection with merger or acquisition activity. The amount of our common shares issued in connection with a capital raise or acquisition could constitute a material portion of our then-outstanding share capital. Sales of shares in the future may be at prices below prevailing market prices, thereby having a dilutive impact on existing holders and depressing the trading price of our common shares.
b.Legal and regulatory compliance and burden
The obligations associated with being a public company in the United States require significant resources and management attention.
As a public company in the United States, we incur legal, accounting and other expenses that we did not previously incur. We are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the listing requirements of the Nasdaq Stock Market and other applicable securities rules and regulations. The Exchange Act requires that we file annual and current reports with respect to our business, financial condition and results of operations. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal controls and procedures for financial reporting.
Furthermore, the need to establish and maintain the corporate infrastructure demanded of a U.S. public company may divert management’s attention from implementing our strategy. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems in order to meet our reporting obligations as a U.S. public company. However, the measures we take may not be sufficient to satisfy these obligations. In addition, compliance with these rules and regulations has increased our legal and financial compliance costs and has made some activities more time-consuming.
39

For example, these rules and regulations make it more expensive for us to obtain director and officer liability insurance.
In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for U.S. public companies. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us.
We are a foreign private issuer and, as a result, are not subject to U.S. proxy rules but are subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. issuer.
We report under the Exchange Act as a non-U.S. company with “foreign private issuer” status, as such term is defined in Rule 3b-4 under the Exchange Act. Because we qualify as a foreign private issuer under the Exchange Act and although we follow Luxembourg laws and regulations with regard to such matters, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. public companies, including:
(i)the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;
(ii)the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and
(iii)the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events.
Foreign private issuers are required to file their annual report on Form 20-F by 120 days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year. Foreign private issuers are also exempt from the Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material information. As a result of the above, even though we are contractually obligated and intend to make interim reports available to our shareholders, copies of which we are required to furnish to the SEC on a Form 6-K, and even though we are required to file reports on Form 6-K disclosing whatever information we have made or are required to make public pursuant to Luxembourg law or distribute to our shareholders and that is material to our company, you may not have the same protections afforded to shareholders of companies that are not foreign private issuers.
If we fail to maintain an effective system of internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud, and investor confidence in our company and the market price of our shares may be adversely affected.
We are subject to reporting obligations under the U.S. securities laws. The SEC, as required by Section 404 of the Sarbanes-Oxley Act, adopted rules requiring every public company to include in its annual report a management report on such company’s internal control over financial reporting containing management’s assessment of the effectiveness of its internal control over financial reporting. In addition, an independent registered public accounting firm must attest to and report on the effectiveness of such company’s internal control over financial reporting except where the company is a non-accelerated filer. We currently are a large accelerated filer.
Our management has concluded that our internal control over financial reporting was effective as of December 31, 2024. See “Disclosure Controls and Procedures.” Our independent registered public accounting firm has issued a report as of December 31, 2024. See “Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting.” However, if we fail to maintain an effective internal control over financial reporting in the future, our management and our independent registered public accounting firm may not be able to conclude that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. If we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our consolidated financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information.
40

This could in turn limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of our shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions.
We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.
As a foreign private issuer, we are not required to comply with the same periodic disclosure and current reporting requirements of the Exchange Act, and related rules and regulations, that apply to U.S. domestic issuers. Under Rule 3b-4 of the Exchange Act, the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter and, accordingly, we will make the next determination with respect to our foreign private issuer status based on information as of June 30, 2025.
In the future, we could lose our foreign private issuer status if, for example, a majority of our voting power were held by U.S. citizens or residents and we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. The regulatory and compliance costs to us under U.S. securities laws as a domestic issuer may be significantly higher.
If we are not a foreign private issuer, we will be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. We will also be required to comply with U.S. federal proxy requirements, and our officers, directors and controlling shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. We may also be required to modify certain of our policies to comply with good governance practices associated with U.S. domestic issuers. Such conversion and modifications will involve additional costs. In addition, we may lose our ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges that are available to foreign private issuers.
c.Shareholder protection
Xavier Niel owns a significant amount of Millicom’s shares, giving him substantial management influence that may not align with the interests of our other shareholders.

As of December 31, 2024, Atlas S.A.S., formerly known as Atlas Luxco S.à r.l. (“Atlas”), owned 69,236,111 shares, representing 40.37% of the voting shares of the Company. The sole owner of Atlas is Atlas Investissement S.A.S., and the sole owner of Atlas Investissement S.A.S. is Iliad Holding S.A.S., which is owned by Xavier Niel and his children. In addition, three of our eight directors are affiliated with Mr. Niel.

As a result, Mr. Niel has the ability to exert significant influence over our strategic, operating and financial policies. Mr. Niel also has the ability to influence the election of our directors and the outcome of other corporate actions requiring shareholder approval, such as a merger or sale of the Company, a sale of all or substantially all of our assets, or amendments to our Articles of Association. This concentration of voting power could have a significant effect in delaying, deferring or preventing an action that might otherwise be beneficial to our other shareholders or that could be disadvantageous to our shareholders with interests different from those of Mr. Niel. In addition, the significant concentration of ownership may adversely affect the market value of our common shares due to investors’ perception that conflicts of interest may exist or arise.

Although we are not considered to be a “controlled company” under Nasdaq corporate governance rules, we could in the future become a controlled company if Atlas were to acquire more than 50% of the voting power of the Company. If this were to occur, we may in the future elect to rely on the “controlled company” exemptions under the Nasdaq corporate governance rules, particularly in the event that we no longer qualify as a foreign private issuer and therefore cease to be eligible for the exemptions separately provided by such status. In that event, our shareholders would not have the same protection afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance standards.

41

MIC S.A. is incorporated in Luxembourg, and Luxembourg law differs from U.S. law and may afford less protection to holders of our shares.
The Company is incorporated under and subject to Luxembourg laws. Luxembourg laws may differ in some material respects from laws generally applicable to U.S. corporations and shareholders, including the provisions relating to interested directors, mergers, sales, amalgamations and acquisitions, takeovers, shareholder lawsuits and indemnification of directors. Luxembourg laws governing the shares of Luxembourg companies may not be as extensive as those in effect in the United States, and Luxembourg law and regulations in respect of corporate governance matters might not be as protective of shareholders as state corporation laws in the United States. Therefore, our shareholders may have more difficulty in protecting their interests in connection with actions taken by our directors and officers or our principal shareholders than they would as shareholders of a corporation incorporated in the United States. For example, neither our articles of association, as amended and restated (the "Articles of Association") nor Luxembourg law provides for appraisal rights for dissenting shareholders in certain extraordinary corporate transactions that may otherwise be available to shareholders under certain U.S. state laws.
In addition, under Luxembourg law, by contrast to the laws generally applicable to U.S. corporations, the duties of directors of a company are in principle owed to the company only, rather than to its shareholders. It is possible that a company may have interests that are different from the interests of its shareholders. Shareholders of Luxembourg companies generally do not have rights to take action themselves against directors or officers of the company. Directors or officers of a Luxembourg company must, in exercising their powers and performing their duties, act in good faith and in the interests of the company as a whole and must exercise due care, skill and diligence.
Directors have a duty to disclose any personal interest in any contract or arrangement with the company in case such interest would constitute a conflict of interest. If any director has a direct or indirect financial interest in a matter which has to be considered by the Board of Directors which conflicts with the interests of the company, Luxembourg law provides that such director will not be entitled to take part in the relevant deliberations or exercise his or her vote with respect to the approval of such transaction. If the interest of such director does not conflict with the interests of the company, then the applicable director with such interest may participate in deliberations on, and vote on the approval of, that transaction. If a director of a Luxembourg company is found to have breached his or her duties to that company, he or she may be held personally liable to the company in respect of that breach of duty. A director may, in addition, be jointly and severally liable with other directors implicated in the same breach of duty.
The ability of investors to enforce civil liabilities under U.S. securities laws may be limited.
MIC S.A. is a Luxembourg public limited liability company (société anonyme) and some of its directors and executive officers are residents of countries other than the United States. Most of the Company’s assets and the assets of some of its directors and executive officers are located outside the United States. As a result, it may not be possible for investors in our securities to effect service of process within the United States upon such persons or the Company or to enforce in U.S. courts or outside the United States judgments obtained against such persons or the Company. In addition, it may be difficult for investors to enforce, in original actions brought in courts in jurisdictions located outside the United States, liabilities predicated upon the civil liability provisions of U.S. securities laws.
We have been advised by our Luxembourg counsel, Hogan Lovells (Luxembourg) LLP that the United States and Luxembourg do not have a treaty providing for reciprocal recognition and enforcement of judgments in civil and commercial matters. Therefore, a judgment for the payment of money rendered by a U.S. federal or state court will only be recognized and enforced against MIC S.A. by a court in Luxembourg without re-examination of the merits of the case if (i) it is a final judgment which is not subject to appeal or any other means of contestation and (ii) it complies with the applicable enforcement procedure (exequatur) conditions, as set out in the relevant provisions of the Luxembourg New Code of Civil Procedure (Nouveau Code de Procédure Civile) and Luxembourg case law.
As a foreign private issuer and as permitted by the listing requirements of the Nasdaq, we may rely on certain home country governance practices rather than the Nasdaq corporate governance requirements.
As a foreign private issuer and in accordance with Nasdaq Listing Rule 5615(a)(3), we may comply with home country governance requirements and certain exemptions thereunder rather than complying with certain of the corporate governance requirements of Nasdaq. For example, Luxembourg law does not require that a majority of our Board of Directors consists of independent directors. While we currently have a Board of Directors that is independent of the Company (i.e., the board members are not members of management or employees of the Company), our Board of Directors may in the future include fewer independent directors than would be required if we were subject to Nasdaq Listing Rule 5605(b)(1).
42

For more information on our reliance on certain home country practices and how they deviate from Nasdaq rules, see "Corporate Governance—Corporate Governance Statement and Framework."
Risk Management
Risks and Uncertainty
Millicom operates its business in emerging markets with unpredictable political and economic environments, presenting a higher level of inherent risk compared to mobile and cable businesses in more mature markets. Our governance and oversight structure is designed to reduce uncertainties and mitigate these risks. Thus, we only accept risks in our businesses and markets to the extent that opportunities for sufficient returns exist, and where we can design, implement, and operate appropriate systems and controls to manage those risks.

We recognize that risk is linked with opportunity and closely aligned with strategic goals. Our risk management focus is on reducing uncertainty to enhance decision-making in strategy formulation and the allocation of capital and resources.

Risk Management
The Board of Directors is responsible for ensuring a sound system of risk management and internal controls and overseeing the processes that govern the identification, assessment, and prioritization of risks. The Audit and Compliance Committee reviews risk management reports and the methodology and controls within the organization.

Responsibility for maintaining effective internal controls is delegated to the CEO and the Group Leadership Team with oversight provided by the Audit and Compliance Committee. The Group Leadership Team is supported by a dedicated Business Control team responsible for the internal control framework. Each country also has its own dedicated local Business Control team responsible for monitoring and development of the local internal control environment.
Risks are identified and managed by management. We prioritize risks based on likelihood of occurrence and importance to the business. We quantify, measure, and monitor risks using risk indicators, with action plans to reduce gaps between current and target risk levels. Millicom has a management risk committee comprised of members of the Group Leadership Team and central functions responsible for key enterprise risks (the "Management Risk Committee"). The Management Risk Committee meets at least quarterly to consider the evolution of key risks, monitor risk levels against appetite and tolerance, and consider future potential uncertainties and how they may manifest themselves as risks to Millicom's business. The Chief Risk Officer is part of the Group Leadership Team.

The Internal Audit & Enterprise Risk Management function is responsible for the design, implementation, and monitoring of Millicom’s enterprise risk management framework and processes.

Technology and Information
Information Security
Our Global Chief Information Security Officer ("CISO") manages the information security program and reports to the Chief Technology and Information Officer ("CTIO"). The CISO is responsible for identifying, managing and mitigating technology-centric risks throughout the Company. The CISO oversees regional information security teams to ensure the confidentiality, integrity and availability of all business-critical information systems and assets, and the regional information security teams work closely with business and technology leaders to ensure compliance with corporate policies and regional information security regulatory requirements within the various countries where we conduct business.

In early 2024, the CISO and CTIO departed the Company. In July 2024, Guillaume Duhaze assumed the role of CTIO, and Lourdes Lay Sánchez, the Company's Information Security Director, assumed the responsibilities of the CISO (the "CISO").



43

Cybersecurity Risk Management

Cybersecurity risk management is an integral part of our overall enterprise risk management. We manage cybersecurity risks through our information security program, which is designed to align with the National Institute of Standards and Technology Cybersecurity Framework ("NIST CSF"). Our information security program manages cybersecurity risks by creating a framework for identifying the source of cybersecurity threats and incidents (including threats associated with the use of services provided by third-party service providers), training employees and specialized roles, implementing measures to protect critical data and data flows, monitoring essential networks and applications, identifying and remediating vulnerabilities and informing executive management and our Board of Directors of material cybersecurity threats and incidents.

Our cybersecurity team also engages a third-party consultant for risk incident detection and vulnerability assessment, which employs a risk management program based on Rapid7's solutions. We confer with our third-party consultant on a weekly basis to assess the adequacy and strength of our monitoring efforts, address operational issues and drive continuous improvement.

In 2024, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced an undetected cybersecurity incident. For more information about these risks, please see "Key Information—1. Risks related to the telecommunications, cable and MFS industries—f. Cybersecurity and data protection" in this Annual Report.

Cybersecurity Risk Governance

Role of the Board of Directors

Our Board of Directors has overall oversight responsibility for our risk management and delegates cybersecurity risk management oversight to the Audit and Compliance Committee of the Board of Directors. The Audit and Compliance Committee is responsible for ensuring that management has processes in place that are designed to mitigate cybersecurity risks to an acceptable level, in line with the Company's risk appetite and risk tolerance, and to:

•monitor the Company’s information security program, including the activities performed by the information security team;
•provide oversight and direction on information security risk management, including cybersecurity and related threats;
•ensure that the Company allocates the proper level of resources to information security and cybersecurity;
•monitor results and remediation of findings from audit and assurance activities related to the Company’s information security program; and
•ensure that material information security and cybersecurity issues affecting the Company’s internal control environment are communicated to the Audit and Compliance Committee of the Company.

Role of Management
While our Board of Directors has overall responsibility for the oversight of our enterprise risk management, our management is responsible for day-to-day risk management. Our cybersecurity risk management is under the direction of our CTIO and CISO, and they are primarily responsible for defining and implementing our information security program and cybersecurity risk management (which we do not engage third parties for). In particular, our CTIO and CISO are responsible for identifying, considering and assessing material cybersecurity risks on an ongoing basis, establishing processes and risk indicators to ensure that such potential cybersecurity risk exposures are monitored, and implementing mitigating actions and plans to lower risks to targeted levels. In addition, our CTIO and CISO oversee the design of trainings on cybersecurity risks that are provided to all employees at least annually, with specialized trainings for executives, developers, system, network and database administrators and other key roles within the Company. More than 90% of our employees participated in security awareness and training in 2024 covering key threats—including but not limited to phishing risk—as well as prevention and company procedures.
Our CTIO and CISO receive reports from our cybersecurity team and monitor the prevention, detection, mitigation and remediation of cybersecurity incidents. Under the cybersecurity incident response plan, our CISO assigns a severity rating to each incident, and an escalation matrix is used to provide notifications to management and the Board of Directors based on the severity and duration of the incident.
In addition, our CTIO and CISO provide a quarterly update to the Audit and Compliance Committee on Millicom's cybersecurity risk management that includes reports on cybersecurity threats and incidents, mitigation strategies and remediation plans, recent developments in cybersecurity and updates to the Company's cybersecurity programs.
44

Our CTIO and CISO provide a similar cybersecurity update to management, typically once a month.
Our CTIO and CISO are experienced information systems security professionals. Our CTIO has more than 30 years of experience in the telecommunications industry, particularly with technology-related aspects of telecommunication companies. His presence in the telecommunications business makes him knowledgeable about the technology and cybersecurity risks that are specific to the industry and our markets. Our CISO has over 20 years of experience in information technology, including 15 years in information technology security, information security, and managing cybersecurity risks, and is certified in cybersecurity by the Information System Security Certification Consortium (ISC2).
45

INFORMATION ON THE COMPANY
History and Development of the Company
The Company’s legal name is Millicom International Cellular S.A. ("MIC S.A." or "the Company"). The Company uses the Tigo brand in all of the countries in which it does business. MIC S.A. is a public limited liability company (société anonyme), organized and established under the laws of the Grand Duchy of Luxembourg on June 16, 1992. The Company’s address is: 148-150 Boulevard de la Pétrusse, L-2330 Luxembourg, Grand Duchy of Luxembourg. The Company’s telephone number for the Head of Financial Reporting is: +352 691 750 041. The Company’s U.S. agent is: C T Corporation, 28 Liberty Street, 42nd Floor, New York, New York 10005, United States.

MIC S.A. was formed in December 1990 when Kinnevik AB, formerly named Industriförvaltnings AB Kinnevik, a company established in Sweden, and Millicom Incorporated, a corporation established in the United States, contributed their respective interests in international mobile joint ventures to form MIC S.A. See “Information on the Company—Business Overview” for historical information regarding the development of our principal geographic markets and “Operating and Financial Review and Prospects—Liquidity and Capital Resources—Group capital expenditures and commitments” for a description of our capital expenditures.
The SEC maintains an Internet website that contains reports and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov. The Company’s website address is www.millicom.com. The information contained on, or that can be accessed through, the Company’s website is not part of, and is not incorporated into, this Annual Report.

46

Business Overview
Introduction
We are a leading provider of fixed and mobile services dedicated to emerging markets. Through our main brands Tigo® and Tigo Business™, we provide a wide range of digital services in nine countries in Latin America, including high-speed data, cable TV, direct-to-home satellite TV (“DTH” and when we refer to DTH together with cable TV, we use the term “pay-TV”), mobile voice, mobile data, SMS, MFS, fixed voice, and business solutions including value-added services (“VAS”). We provide services on both a business-to-consumer (“B2C”) and a business-to-business (“B2B”) basis, and we have used the Tigo brand in all our markets since 2004.
We offer the following principal categories of services:
•Mobile, including mobile data, mobile voice, and MFS to consumer, business and government customers;
•Fixed and other services, including broadband, pay-TV, content, and fixed voice services for residential (Home) customers, as well as voice, data and VAS and solutions to business and government customers.
We provide both mobile and cable services in eight countries: Bolivia, Colombia, El Salvador, Guatemala, Honduras, Nicaragua, Panama and Paraguay. In addition, we provide cable services in Costa Rica. We previously provided mobile services including mobile financial services in Africa, which we finally exited in April 2022 when we disposed of our operations in Tanzania to focus on the Latin American region.
Additionally, we have a large portfolio of infrastructure across Latin America and, including our Honduras joint venture, our portfolio includes more than 9,300 towers, 12 Tier III data centers and more than 200,000 kilometers of fiber. In 2023, we created a new wholly owned tower infrastructure company, Lati International S.A. ("Lati"), and in 2024 we announced an agreement to sell Lati, including a portfolio of more than 7,000 towers in Central America, to SBA Telecommunications LLC. See note A.1. to our audited consolidated financial statements included elsewhere in this Annual Report.
During the latter half of 2023 and throughout 2024, Millicom implemented significant organizational changes to focus on driving profitable growth with a leaner corporate structure. The Group streamlined its structure, with all General Managers of operations and Group Leadership Team members reporting directly to the Chief Executive Officer ("CEO"). The CEO, together with the Chief Financial Officer ("CFO") and the Chief Technology & Information Officer ("CTIO"), form the Chief Operating Decision Maker (“CODM”). Following these organizational changes, and considering the information being reviewed by the CODM to assess performance and allocate resources, Millicom's operating segments were redefined to align with its countries of operation. Our reportable segments consist of Guatemala, Colombia, Panama, Bolivia, Honduras, Paraguay, and Other, which includes Nicaragua, Costa Rica and El Salvador. See “Operating and Financial Review and Prospects—Operating Results—Our segments.”

We conduct our operations through local holding and operating entities in various countries, which are either our subsidiaries (in which we are the sole shareholder or the controlling shareholder) or joint ventures with local partners. For further details, see note A. to our audited consolidated financial statements. In this Annual Report, our description of our operations includes the operations of all of these subsidiaries and joint ventures.
As of December 31, 2024, we provided services to 41.5 million mobile customers and 4.5 million customer relationships with a subscription to at least one of our fixed services. This includes 4.0 million customer relationships on our HFC and FTTH networks and 0.4 million DTH subscribers. The remaining customer relationships are served using various technologies, including fixed wireless solutions as well as our legacy copper network. We also provide mobile financial services ("MFS") under our Tigo Money brand, which operates in Paraguay, Guatemala, El Salvador, Bolivia and Honduras.
For the year ended December 31, 2024, our revenue was $5,804 million and our net income attributable to the owners of the company was $253 million. We had approximately 14,000 employees, including our Honduras joint venture.
Our strategy
Our strategy is to continue to expand the reach and capacity of our networks and distribution capabilities to grow our customer base over time. Underpinning this strategy is management’s assessment that penetration rates for both mobile and fixed broadband services in our markets are low relative to penetration rates in other markets globally, and that they have potential to increase over time.
47

Based on our own subscriber data, mobile broadband penetration rates, as measured by the number of subscribers who use a smartphone to access mobile data services on 4G networks, were approximately 73% in Bolivia, 66% in Colombia, 60% in Paraguay, 58% in Panama, 58% in Honduras, 55% in El Salvador, 52% in Nicaragua and 40% in Guatemala as of December 31, 2024. Based on our own customer data and market intelligence, fixed and other services penetration rates, as measured by the number of residential broadband customers as a percentage of households in the country, were approximately 58% in Costa Rica, 58% in Colombia, 48% in Panama, 43% in Paraguay, 40% in El Salvador, 33% in Bolivia, 27% in Guatemala, 23% in Honduras, and 21% in Nicaragua as of December 31, 2024. Pay-TV penetration rates, as measured by the number of pay-TV customers, including DTH, as a percentage of households in the country, were approximately 49% in Costa Rica, 42% in Panama, 38% in Colombia, 36% in Paraguay, 35% in El Salvador, 31% in Guatemala, 24% in Honduras, 17% in Nicaragua, and 15% in Bolivia as of December 31, 2024.
Our services
Our services are organized into two principal categories: (1) Mobile and (2) Fixed and other services. In addition, we sell telephone and other equipment, comprised mostly of mobile handsets. We market these services through a variety of channels, including owned and third-party retail outlets, direct sales, digital and internet advertising, television, and billboards, among others.
Mobile
In our Mobile category, we provide mobile services, including mobile data, mobile voice, SMS and MFS, to consumers, businesses, and government customers.
Mobile is the largest part of our business and generated 58% of consolidated service revenue for the year ended December 31, 2024 and 57% of our consolidated service revenue for the year ended December 31, 2023.
Mobile data, mobile voice and SMS
We provide our mobile data, mobile voice and SMS services through 2G, 3G and 4G networks in all our mobile markets, and we have offered 5G in Guatemala since 2022.
We provide our mobile data, mobile voice and SMS services on both prepaid and postpaid bases. In prepaid, customers pay for service in advance through the purchase of limited-duration data packages, and they do not sign service contracts. Among various options that our customers can choose from, we offer packages that typically begin with a data allowance, and include a combination of voice minutes and SMS, with expiration dates varying in length from one or more days, up to a few weeks or months. In postpaid, customers pay recurring monthly fees for the right to consume up to a predetermined maximum amount of monthly data, voice usage and SMS.
Mobile Financial Services (MFS)
We provide a broad range of mobile financial services ("MFS") such as payments, money transfers, international remittances, savings, real-time loans and micro-insurance for critical needs through our MFS App, Tigo Money. Tigo Money allows our customers to send and receive money, without the need for a bank account. As of December 31, 2024, we provided MFS to 3.7 million Tigo and non-Tigo customers. The service complements our Mobile and Fixed service offerings and increases customer satisfaction and loyalty, increasing ARPU and reducing customer churn. Since 2022, we have been exploring entering into new financial and strategic partnerships aimed at enhancing Tigo Money's value creation potential and enabling a partial or full divestiture of Tigo Money in the future.
Fixed and other service revenue
In our Fixed and other service revenue category, we provide fixed services, including broadband, fixed voice and pay-TV, to residential (Home) consumers and to government and business (B2B) customers. Fixed and other service revenue generated 40% of our consolidated service revenue for the year ended December 31, 2024 and 42% of our consolidated service revenue for the year ended December 31, 2023.
Home
Our fixed-service residential customers (a “customer relationship”) generate revenue for us by purchasing one or more of our three fixed services: pay-TV, fixed broadband, and fixed telephony. We refer to each service that a customer purchases as a revenue generating unit (“RGU”), such that a single customer relationship can have up to three RGUs in countries where we are permitted to sell all three services.
48

We provide Home services mainly over our HFC and FTTH networks, but we also offer pay-TV services via our DTH platform. In some markets, we also provide broadband services using fixed-wireless access and copper-based technologies. Throughout this report, we include FTTH network and customer metrics as a subset of our HFC network and customer metrics.
We provide Home services in every country where we operate. As of December 31, 2024, the Group had 4.5 million customer relationships, of which 4.0 million were connected to our HFC and FTTH networks, and we had 8.1 million HFC and FTTH RGUs.
B2B fixed
We offer fixed-voice and data telecommunications services, managed services and cloud and security solutions to small, medium and large businesses and governmental entities. We offer B2B fixed services in all of the markets in which we operate.
We have already deployed more than 200,000 kilometers of fiber in our markets, including our Honduras joint venture, and we are expanding our product portfolio to deliver more VAS and business solutions, such as cloud-based services and ICT managed services. We have also established partnerships in the area of hypercloud, virtualization and Internet of Things, to capture the growth in the adoption of these technologies and help our customers accelerate their digital transformations.
Our markets
Overview
The nine markets we serve are Bolivia, Colombia, Costa Rica, El Salvador, Guatemala, Honduras (through our joint venture), Nicaragua, Panama and Paraguay. We provide Fixed and other services in each of these markets, and we provide Mobile services in each market except for Costa Rica.
The following chart shows the relative revenue generation of each country in our Group for 2024 (excluding our Honduras joint venture and before inter-segment and other eliminations):
9851

49

Millicom's Mobile, Broadband, and Pay-TV Operations(1)
Mapa.jpg
(1)     The data presented here is based on subscriber numbers as of December 31, 2024 and reflects Millicom's experience and our investigation of market conditions. The number of market players in each country reflects only large national network operators and excludes smaller players, and Millicom's position is based on total market share by subscribers. Millicom has a non-controlling partner in Colombia (50%) and a joint venture partner in Honduras (33%), with the latter accounted for in the Group's consolidated financial statements using the equity method.
Bolivia
We provide Mobile and Fixed and other services through Telefónica Celular de Bolivia S.A., which is wholly owned by the Millicom Group. We have operated in Bolivia since 1991.
Mobile: As of December 31, 2024, we served 3.9 million subscribers and were the second largest provider of Mobile services in Bolivia, as measured by total subscribers.
Fixed and other: As of December 31, 2024, we were the largest provider of broadband and pay-TV services in Bolivia, as measured by subscribers, and we had 683,000 customer relationships. We offer broadband services through HFC and FTTH, and we provide pay-TV primarily through HFC, FTTH, and DTH in Bolivia.
Colombia
We provide Mobile and Fixed and other services in Colombia through UNE EPM Telecomunicaciones S.A. ("UNE"), in which we own a 50% plus one voting share interest, and Colombia Móvil S.A., which is a wholly owned subsidiary of UNE. We have operated in Colombia through Colombia Móvil S.A. since 2006 and acquired our interest in UNE, with which we had previously co-owned Colombia Móvil S.A., via a merger in 2014. As further disclosed in our audited consolidated financial statements included elsewhere in this Annual Report, on July 31, 2024, Millicom announced that it signed a non-binding memorandum of understanding with Telefónica for the potential acquisition of Telefónica Colombia, or Telecomunicaciones S.A. ESP BIC ("Coltel"), as part of a broader intended combination of Coltel and UNE. A definitive agreement was signed on March 12, 2025.
50

Mobile: As of December 31, 2024, we served 12.2 million subscribers and were the third largest provider of Mobile services in Colombia, as measured by subscribers. On February 26, 2024, Colombia Móvil S.A. ESP ("Tigo Colombia") finalized an agreement with Coltel to create a jointly owned mobile infrastructure business, which will combine some of our mobile network infrastructure and spectrum assets with the mobile network infrastructure and spectrum assets of Coltel.

Fixed and other services: Tigo is one of the principal digital cable operators in Colombia. As of December 31, 2024, we were the second largest provider of pay-TV and broadband internet services in Colombia, as measured by subscribers, with 1.6 million customer relationships. Since 2022, we also have wholesale network access agreements with Empresa de Telecomunicaciones de Bogota ("ETB") and Ufinet, giving us the ability to market Tigo fixed services in the Bogota metropolitan area where ETB or Ufinet have deployed their FTTH networks.
Costa Rica
We provide Fixed and other services in Costa Rica through Millicom Cable Costa Rica S.A. ("Millicom Costa Rica"), which is wholly owned by the Millicom Group. We have operated in Costa Rica since our acquisition of Amnet in 2008. Amnet and its predecessor companies began operating in Costa Rica in 1982, and the company was the first to provide pay-TV services in the country. As further disclosed in our audited consolidated financial statements included elsewhere in this Annual Report, on August 1, 2024, we signed a binding agreement with Liberty Latin America to combine our operations in Costa Rica in a cashless merger in which Millicom would retain a minority equity ownership of approximately 14%. The transaction is subject to closing conditions, including regulatory approvals, and is expected to close during the second half of 2025.
Fixed and other services: As of December 31, 2024, we had 218,000 customer relationships through our HFC network and DTH services, and we were the second largest provider of pay-TV and the fourth largest provider of broadband internet services in Costa Rica, as measured by subscribers.
El Salvador
We provide Mobile and Fixed and other services in El Salvador through Telemóvil El Salvador, S.A. de C.V. (“Telemóvil”), which is wholly owned by the Millicom Group. We have operated in El Salvador since 1993.
Mobile: As of December 31, 2024, we served 3.1 million subscribers and were the largest provider of Mobile services in El Salvador as measured by subscribers.
Fixed and other services: Telemóvil is a leading cable operator in El Salvador. As of December 31, 2024, we were the second largest provider of pay-TV and the second largest provider of broadband internet services, as measured by subscribers, with a total of 305,000 customer relationships on our HFC and FTTH networks and DTH services.
Guatemala
We provide Mobile and Fixed and other services in Guatemala, principally through Comunicaciones Celulares S.A. ("Comcel"). On November 12, 2021, we signed and closed an agreement to acquire the remaining 45% equity interest in Comcel and the other entities that operate our Guatemala business from our local partner. As a result, Millicom owns a 100% equity interest in the entities that operate our Guatemala business and fully consolidates them since that date. We have operated in Guatemala since 1990.
Mobile: As of December 31, 2024, we provided Mobile services to 11.6 million customers and were the largest provider of mobile services in Guatemala, as measured by subscribers. In 2022, we became the first mobile operator in the country to launch 5G services. During 2023, we participated in two separate spectrum auctions, which allowed us to significantly increase the total amount of spectrum available to us.
Fixed and other services: As of December 31, 2024, we were the largest provider of pay-TV and broadband internet services in Guatemala, as measured by subscribers, and we served 701,000 customer relationships with both HFC and FTTH networks, as well as DTH services.
Honduras
51

We provide Mobile and Fixed and other services in Honduras through Telefónica Celular S.A. de C.V. (“Celtel”), a joint venture in which the Millicom Group holds a 66.67% equity interest. The remaining 33.33% of Celtel is owned by our local partner. See “Operating and Financial Review and Prospects—Operating Results—Our segments—Honduras joint venture” for details regarding the accounting treatment of our Honduras operations. We have operated in Honduras since 1996.
Mobile: As of December 31, 2024, we served 5.0 million Mobile subscribers, and we were the largest provider of Mobile services, as measured by subscribers.
Fixed and other services: As of December 31, 2024, we were the largest provider of cable TV and the largest provider of broadband internet services, as measured by subscribers, with 184,000 customer relationships. We offer triple-play services (cable TV, internet and fixed telephone) in Honduras, and we also offer DTH, expanding the reach of our pay-TV offering to areas not covered by our fixed network. We continue to invest to expand and upgrade the capacity of our fixed network in Honduras.
Nicaragua
In 2019, we purchased Telefonía Celular de Nicaragua, S.A., the leading provider of Mobile services in the country, based on the number of subscribers. As of December 31, 2024, we served 3.7 million mobile subscribers.
Prior to 2019, we had a very small presence in Nicaragua, where we provided mostly B2B fixed services. We have also provided Cable services to a small but rapidly growing customer base since 2018. We were the third largest provider of pay-TV and second largest provider of broadband services, as measured by subscribers, as of December 31, 2024.
Panama
We provide Mobile and Fixed and other services in Panama through Telecomunicaciones Digitales, S.A., formerly known as Cable Onda S.A. ("Tigo Panama"). We have operated in Panama since our acquisition of an 80% stake in Tigo Panama in December 2018. In June 2022, we acquired the remaining 20% stake and now own 100% of Tigo Panama. Tigo Panama and its predecessor companies began operating in 1982, and the Company was the first to provide pay-TV services in the country. In 2019, Tigo Panama acquired Grupo de Comunicaciones Digitales S.A. (formerly Telefónica Móviles Panamá, S.A.) and started to provide Mobile services.
Mobile: As of December 31, 2024, we had 2.8 million Mobile subscribers, and we were the largest provider of Mobile services in Panama, as measured by total mobile subscribers.
Fixed and other services: As of December 31, 2024, we had 438,000 customer relationships on our fixed network as well as through DTH services, and we were the largest provider of pay-TV and the largest provider of broadband internet services in Panama, as measured by subscribers.
Paraguay
We provide Mobile and Fixed and other services in Paraguay through various subsidiaries which are all wholly owned by the Millicom Group. Our largest subsidiary in Paraguay is Telefónica Celular del Paraguay S.A. ("Telecel"). We have operated in Paraguay since 1992.
Mobile: As of December 31, 2024, we had 4.3 million Mobile subscribers, and we were the largest provider of Mobile services in Paraguay, as measured by total mobile subscribers.
Fixed and other services: We are the largest provider of pay-TV and broadband internet services in Paraguay as measured by subscribers. As of December 31, 2024, we had 481,000 customer relationships with our fixed networks, DTH, and, to a much lesser extent, other technologies. We offer pay-TV services primarily using our fixed network, and we use our DTH license to offer pay-TV in areas not reached by our fixed network. We offer residential broadband internet services mostly using our fixed network, but we also employ wireless technology to provide service beyond the reach of our fixed networks. We have exclusive rights to broadcast Paraguay’s national league championship games through 2027, and we have exclusive sponsorship rights in telecommunications for the Paraguayan National Soccer Team through 2026.

52

Regulation
The licensing, construction, ownership and operation of cable TV and mobile telecommunications networks and the grant, maintenance and renewal of cable TV and mobile telecommunications licenses, as well as radio frequency allocations and interconnection arrangements, are regulated by different governmental authorities in each of the markets that Millicom serves. The regulatory regimes in the markets in which Millicom operates are less developed than in other countries such as the United States and countries in the European Union, and can therefore change quickly. See “Key Information—Risk Factors—2. Risks related to Millicom's business in the markets in which it operates—F. Legal and regulatory—Developing legal systems in the countries in which we operate create a number of uncertainties for our businesses.”
Typically, Millicom’s cable and mobile operations are regulated by the government (e.g., a ministry of communications), an independent regulatory body or a combination of both. In all of the markets in which Millicom operates, there are ongoing discussions and consultation processes involving other operators and the governing authorities regarding issues such as mobile termination rates and other interconnection rates, universal service obligations, interconnection obligations, spectrum allocations, universal service funds and other industry levies and number portability. This list is not exhaustive; such ongoing discussions are a typical part of operating in a regulated environment.
Changes in regulation can sometimes impose new burdens on the telecommunications industry and have a material impact on our business and on our financial results. For example, regulators in our markets periodically require that we reduce the interconnection fees that we charge other telecom operators to terminate voice traffic on our network. At times, such measures can have a material adverse effect on our overall results of operations. For example, in response to public health crises, governments in several of our markets have prohibited, and may again prohibit, the disconnection of customers with past due accounts for an extended period, which impacted our revenues and collections.
The mobile services we provide require the use of spectrum, for which we have various licenses in each country where we provide mobile services. Spectrum licenses have expiration dates that typically range from 10 to 20 years. Historically, we have been able to renew our licenses upon expiration by agreeing to pay additional fees. We generally expect to continue to renew most of our current licenses as they expire, and we expect to acquire new spectrum licenses as they become available in the future.














53

The table below summarizes our most important current mobile spectrum holdings by country:
Country
Spectrum
Blocks
Expiration date
Bolivia 700MHz 2x12MHz 2028
Bolivia 850MHz 2x12.5MHz 2030
Bolivia AWS 2x15MHz 2028
Bolivia 1900MHz 2x10MHz 2028
Bolivia 27GHz
575MHz
 2031
Colombia**
 700MHz 2x20MHz 2040
Colombia AWS 2x15MHz 2025
Colombia 1900MHz 2x5MHz 2029
Colombia 1900MHz 2x20MHz 2043
Colombia**
 3500MHz
1x80MHz
 2044
El Salvador 850MHz 2x12.5MHz 2038
El Salvador AWS 2x25MHz 2040
El Salvador 1900MHz 2x5MHz 2041
El Salvador 1900MHz 2x5MHz 2028
El Salvador
2600 MHz
1x50 MHz
 2038
Guatemala 850MHz 2x24MHz
2032 - 2033
Guatemala*
 700MHz 2x15MHz 2033 - 2035
Guatemala 700MHz 2x10MHz
2033 - 2043
Guatemala*
 2600MHz 2x45MHz
2026 - 2043
Guatemala 2600MHz 1x50MHz 2032
Guatemala 3500MHz 1x75MHz 2033
Guatemala 3500MHz 1x50MHz 2033
Honduras 850MHz 2x25MHz 2028
Honduras AWS 2x20MHz 2028
Nicaragua 700MHz 2x20MHz 2033
Nicaragua 850MHz 2x12.5MHz 2033
Nicaragua 1900MHz 2x30MHz 2033
Nicaragua AWS 2x20MHz 2033
Panama 700MHz
2x15MHz
 2036
Panama 850MHz 2x12.5MHz 2036
Panama 1900MHz 2x10MHz 2036
Panama AWS 2x20MHz 2036
Paraguay 850MHz 2x12.5MHz 2026
Paraguay 700MHz 2x15MHz 2029
Paraguay AWS
2x15MHz
 2026
Paraguay 1900MHz 2x15MHz 2027

* Spectrum blocks have regional allocations and varying expiration dates.
** As further disclosed in Note E.4.2. to our audited consolidated financial statements, Tigo Colombia and Coltel signed an agreement to share their mobile networks. One block of spectrum (1x20MHz) originally allocated to Tigo Colombia was transferred to the Colombia Móvil - Colombia Telecomunicaciones joint venture ('Union Temporal') in December 2024. Additionally, 80 MHz in the 3500 MHz band was granted to the Colombia Móvil - Colombia Telecomunicaciones joint venture in February 2024.

54

Below, we provide further regulatory details in respect of certain of our countries of operation.
Bolivia: We hold a license to provide telecommunication services in Bolivia until 2051, mobile service authorization and spectrum licenses until 2028/2031, cable, VOIP authorizations until 2028 and internet authorizations until 2046.
Colombia: Colombia Móvil S.A. (Colombia Móvil) holds two separate nationwide spectrum licenses in the 1900 MHz band totaling 50 MHz, the earliest of which expires in 2029. The renewal of the AWS license was approved until December 2025. As further disclosed in Note E.4.2. to our audited consolidated financial statements, on February 26, 2024, Tigo Colombia and Coltel signed an agreement to share their mobile networks. In December 2024, the Ministry of Information Technologies and Communications approved the transfer of a 20 MHz license in the 700 MHz band to the Colombia Móvil - Colombia Telecomunicaciones joint operation and additionally, the Colombia Móvil - Colombia Telecomunicaciones joint operation was awarded 80 MHz of spectrum until 2044.

Costa Rica: We hold a general license to provide telecommunication services which expires in 2029, and a spectrum permit to download content for cable TV services which expires in 2029.

El Salvador: We hold a license to provide TV services until 2029 (fixed), telephone services until 2030, wireless telephone services until 2034 and several spectrum licenses until 2041.

Guatemala: We operate a nationwide mobile network and hold spectrum licenses with the earliest expiration in 2026.

Honduras: Celtel has spectrum licenses in the 850 MHz and AWS bands, which expire in 2028. The Honduran government has been planning a multi-band frequency spectrum auction in the 700 MHz and 3,500 MHz bands. However, any spectrum auction is expected to be executed after a modification of the applicable telecommunications law.

Panama: We hold cable TV, radio licenses and certain licenses to operate local, national and international long distance telephony and resale services that will expire in 2044. We also have certain other licenses to operate national and international long-distance telephony, which we expect to renew. A new block of 2x5 MHz in the 700 MHz band was assigned until 2036, totaling 30 MHz in the band.

Paraguay: We own licenses in four bands of spectrum in Paraguay with the earliest expiration in 2026. We also hold an internet access and data transmission license that will expire in 2029.

Trademarks and licenses
We own or have rights to some registered trademarks in our business, including Tigo®, Tigo Business®, Tigo Sports®, Mi Tigo®, Tigo Shop®, Tigo Money®, Tigo OneTv ®, Millicom® and The Digital Lifestyle®, among others. Under a number of trademark license agreements and letters of consent, certain operating subsidiaries are authorized to use the Tigo and Millicom trademarks under the applicable terms and conditions.
Research and Development, Patents and Licenses, etc.
We do not engage in research and development activities, and we do not own any patents.
Property, Plant and Equipment
Overview
We own, or have the right to access and use through long-term leases, telecommunications sites and related infrastructure and equipment in all of our markets. In addition, we own, or have the right to access and use through long-term leases, tower space, warehouses, office buildings and related telecommunications facilities in all of our markets. We are also party to several site sharing agreements whereby we share our owned telecommunications sites and related infrastructure and equipment, or lease such property from our counterparties in an effort to maximize the use of telecommunications sites globally. Our leased properties are owned by private individuals, corporations and sovereign states.
Assets used for the provision of cable TV and mobile telephone services include, without limitation:
•    switching, transmission and receiving equipment;
55

•    connecting lines (cables, wires, poles and other support structures, conduits and similar items);
•    diesel generator sets and air conditioners;
•    real property and infrastructure, including telecommunications towers, office buildings and warehouses;
•    easements and other rights to use or access real property;
•    access roads; and
•    other miscellaneous assets (work equipment, furniture, etc.).
Tower infrastructure
We determined that owning passive infrastructure, such as mobile telecommunications towers, no longer confers a competitive advantage in our markets and that utilization of these assets could be optimized.
As a result, in 2023, we created Lati International S.A. and began the process of identifying and transferring towers to newly created local legal entities in each of our countries of operation in order to operate and manage these assets separately in the future.
In order to optimize the capital structure of our Towers business, we have also initiated a monetization process. We believe this will allow us to focus our capital investment on other fixed assets, such as network equipment, thereby increasing our network coverage, capacity and the overall quality of our service, while also improving our return on invested capital. On October 28, 2024, we agreed to sell certain Lati assets, encompassing a portfolio of more than 7,000 towers in Central America, to SBA Telecommunications LLC. Closing is subject to regulatory approvals and other closing conditions and is expected to occur in mid-2025. Following the sale, Millicom will continue to own certain Lati subsidiaries in Bolivia and Paraguay that own and operate approximately 2,300 towers.
Tower sales in Colombia
On January 24, 2024, Tigo Colombia signed an agreement to sell and lease back, under a long-term lease agreement, 1,132 telecommunication towers to Towernex Colombia S.A.S. (“Towernex”), a KKR company. The total sale consideration amounts to $77 million, of which $26 million will be received in subsequent years. Under IFRS 16, this transaction is considered a sale and leaseback. Cash from the sale is presented as a cash inflow from investing activity in the statement of cash flows to our audited consolidated financial statements.

For additional information, see note E.4. to our audited consolidated financial statements included elsewhere in this Annual Report.









56

Organizational Structure and Subsidiaries
The parent company, Millicom International Cellular S.A. ("MIC S.A."), is a Luxembourg public limited liability company (société anonyme). The following table identifies MIC S.A.’s main subsidiaries as of December 31, 2024:
Entity
Country
Activity
Ownership Interest* (%)
Colombia Móvil S.A. E.S.P. Colombia Mobile 50-1 share
Comunicaciones Celulares S.A. Guatemala Mobile 100 
Grupo de Comunicaciones Digitales, S.A. (formerly Telefonica Moviles Panama, S.A.) Panama Mobile 100 
Lati International S.A. (i) Luxembourg Holding Company ('Lati business') 100 
Millicom Cable Costa Rica S.A. Costa Rica Cable, DTH 100 
Millicom International Operations B.V. (ii) Netherlands Holding Company 100 
Millicom International Services LLC USA Services Company 100 
Millicom LIH S.A. Luxembourg Holding Company 100 
Millicom International Operations S.A. Luxembourg Holding Company 100 
Millicom Spain S.L. Spain Holding Company 100 
Millicom Telecommunications S.A. (iii) Luxembourg Holding Company ('MFS business') 100 
Navega.com S.A. Guatemala Cable, DTH 100 
Servicios Especializados en Telecomunicaciones, S.A. Guatemala Mobile 100 
Servicios Innovadores de Comunicacion y Entretenimiento, S.A. Guatemala Mobile 100 
Telecomunicaciones Digitales, S.A. (formerly Cable Onda S.A.) Panama Cable, Pay-TV, Internet, DTH, Fixed-line 100 
Telefonica Celular de Bolivia S.A. Bolivia Mobile, DTH, Cable 100 
Telefonia Celular de Nicaragua S.A. Nicaragua Mobile, Cable, Internet, Fixed-line 100 
Telefonica Celular del Paraguay S.A. (iv) Paraguay Mobile, Cable, Pay-TV, Internet 100 
Telemovil El Salvador S.A. de C.V. El Salvador Mobile, Cable, DTH 100 
UNE EPM Telecomunicaciones S.A. and subsidiaries Colombia Fixed-line, Internet, Pay-TV, Mobile 50-1 share
* Also reflects the voting interest, except in Colombia where voting interest is 50% + 1 share for each of the two entities.
(i) Lati International S.A. is the holding company of our tower business.
(ii) Millicom International Operations B.V. was held by Millicom Holding B.V. and MIC Latin America B.V. until they merged in July 2024.
(iii) Millicom Telecommunications S.A. is the holding company of most of our MFS business.
(iv) Servicios y Productos Multimedios S.A. merged with Telefónica Celular del Paraguay S.A. in April 2024.

In addition, we provide services in Honduras through Celtel, a joint venture in which MIC S.A. indirectly holds a 66.67% equity interest. We entered into our joint venture in Honduras at the inception of this business in the 1990s. At that time, Millicom had limited sources of capital and was investing heavily to deploy mobile operations in many countries around the world; this partner provided local market expertise and reduced Millicom’s overall capital needs. Despite the fact that Millicom owns more than 50% of the shares of this entity and has the right to nominate a majority of the directors, all decisions taken by the board or the shareholders in Honduras must be taken by a supermajority vote. This effectively gives either shareholder the ability to veto any decision and therefore neither shareholder has sole control over our joint venture in Honduras.

57


OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements for the years ended December 31, 2024, 2023 and 2022, and the notes thereto, included elsewhere in this Annual Report.
The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of events may differ materially from those expressed or implied in such forward-looking statements as a result of various factors, including those set forth in “Forward-Looking Statements” and “Key Information—Risk Factors.”
Operating Results
Factors affecting our results of operations
Our performance and results of operations have been and will continue to be affected by a number of factors and trends, including principally:
•    Macro and socio-demographic factors. These affect demand for and affordability of our services and include consumer confidence and expansion of the middle class, as well as foreign currency exchange rate volatility and inflation which can impact our cost structure and profitability. Growth in GDP per capita and expansion of the middle class make our services affordable to a larger pool of consumers. The emerging markets we serve tend to have younger populations and faster household formation, and typically have more children per family, than developed markets, driving demand for our residential services, such as broadband internet and pay-TV. Digitalization of societies leads to more devices connected per household and more data needs. Exposure to inflationary pressures and foreign currency exchange volatility may negatively impact our profitability or make our services more expensive for our customers. See “Quantitative and Qualitative Disclosures About Market Risk—Foreign currency risk.”
•    Competitive intensity, which largely reflects the number of market participants and the financial strength of each, varies over time and from market to market. Markets tend to be more price competitive and less profitable for us when there are more market participants, and thus any future increase in the number of market participants in any of our markets would likely have a negative effect on our business.
•    Changes in regulation. Our business is highly dependent on a variety of licenses granted by regulators in the countries where we operate. Any changes in how regulators award and renew these licenses could impact our business. In particular, our mobile services business requires access to licensed spectrum, and we expect our business and the mobile industry in general to require more spectrum in the future to meet future mobile data traffic needs. In addition, regulators can impose certain constraints and obligations that can have an impact on how we operate the business and on our profitability.
•    Technological change. Our business relies on technology that continues to evolve rapidly, forcing us to adapt and deploy new innovations that can impact our investment needs and our cost structure, as well as create new revenue opportunities for both our mobile and fixed services. With respect to mobile services, the global industry is already well advanced in the deployment of 5G, which we expect will drive continued demand for data in the future. With respect to fixed services, the cable infrastructure we are deploying, largely based on the DOCSIS 3.0 standard, continues to evolve, and we are deploying alternatives such as DOCSIS 3.1 and FTTH in certain markets. Over time, 5G and other mobile technologies may also be considered as viable alternatives for fixed services. Technological change is also impacting the capabilities of the equipment our customers use, such as mobile handsets and set-top boxes, and potential changes in this area may impact demand or the cost of providing our services in the future.
•    Changes in consumer behavior and needs. In recent years, consumption of mobile services has shifted from voice and SMS to data services due largely to changes in consumer patterns, including for example the adoption and growth of social media, made possible by new smartphones on 4G and 5G networks capable of high quality live video streaming.
• Political changes. The countries where we operate are characterized as having a high degree of political uncertainty, and electoral cycles can sometimes impact business investment, consumer confidence, and broader economic activity, as well as inflation and foreign exchange rates. Moreover, changes in government can sometimes produce significant changes in taxation and regulation of the telecommunications industry that can have a material impact on our business and financial results.
58

•Cost-reduction measures. Beginning in 2022, and continuing throughout 2023 and 2024, we implemented a broad-based efficiency program (initially called "Project Everest"), and we incurred severance and other restructuring costs of approximately $87 million in 2023 and $115 million in 2024.
Additional factors and trends affecting our performance and the results of operations are set out in "Key Information—Risk Factors."
Factors affecting comparability of prior periods
Acquisitions
In the years ended December 31, 2024, 2023 and 2022, the Group also completed certain other minor acquisitions.
Joint operation in Colombia
On February 26, 2024, Tigo Colombia and Coltel signed an agreement to share their mobile networks. This collaboration involves 2 new joint arrangements. (both qualifying as joint operations). Certain assets and liabilities were derecognized in Tigo Colombia with the subsequent recognition of Tigo's Colombia 50% share in the corresponding joint operation. Additionally, in accordance with IFRS 5, certain assets and related liabilities are kept as of December 31, 2024 as "held for sale." See note E.4.2. to our audited consolidated financial statements for additional details.
Discontinued operations
Tanzania
On April 19, 2021, we announced the signing of an agreement for the sale of our operations in Tanzania to a consortium led by Axian. The transaction was completed on April 5, 2022 for initial cash consideration of approximately $101 million (subject to final price adjustments).
Our segments
Our management determines operating and reportable segments based on the reports that are used by the chief operating decision maker (the "CODM") to make strategic and operational decisions from both a business and geographic perspective. During the latter half of 2023, Millicom implemented significant organizational changes to focus on driving profitable growth with a leaner corporate structure. The Group also adopted a decentralized approach to streamline decision-making processes and enhance agility to improve profitability and shareholder value. Following these organizational changes, and considering the information being reviewed by the CODM to assess performance and allocate resources, Millicom's operating segments were redefined to align with its countries of operation. Our reportable segments consist of Guatemala, Colombia, Panama, Bolivia, Honduras, Paraguay and Other, which includes Nicaragua, Costa Rica and El Salvador.

Honduras joint venture
Though we hold a majority ownership interest in the entities that own the Honduras joint venture, the board of directors is composed of equal numbers of directors from Millicom and from our respective partners, and the shareholders’ agreements for each entity require unanimous board approval for key decisions relating to the activities of these entities. As such, we have determined that neither party controls the entities, and we therefore account for our investments in these entities as equity method investments.
We report our share of the net income of this joint venture in our consolidated statement of income under the caption “Share of profit in joint ventures.”
For additional details on the Honduras joint venture, see note A.2. to our audited consolidated financial statements.
59

Our customer base
We generate revenue mainly from the mobile and fixed and other services that we provide and to a lesser extent, from the sale of telephone and other equipment. For a description of our services, see “Information on the Company—Business Overview—Our services.” Our results of operations are therefore dependent on both the size of our customer base and on the amount that customers spend on our services.
We measure the amount that customers spend on our services using a telecommunications industry metric known as ARPU, or average revenue per user per month. We define ARPU for our Mobile customers as (x) the total mobile and mobile financial services revenue (excluding revenue earned from tower rentals, call centers, data and mobile virtual network operators, visitor roaming, national third parties roaming and mobile telephone equipment sales revenue) for the period, divided by (y) the average number of Mobile subscribers for the period, divided by (z) the number of months in the period. We define ARPU for our Home customers as (x) the total home revenue (excluding equipment sales and TV advertising) for the period, divided by (y) the average number of customer relationships for the period, divided by (z) the number of months in the period.
We provide certain customer data below that we believe will assist investors in understanding our performance and to which we refer later in this section in discussing our results of operations.

Group mobile customers As of December 31,
2024 2023 2022
(in thousands, except where noted)
Mobile customers
 41,527  40,665  40,576 
Mobile customer ARPU (in U.S. dollars)
 $ 6.3  $ 6.0  $ 6.1 

Group - Mobile ARPU Reconciliation As of December 31,
2024 2023 2022
Mobile service revenue ($m) 3,159 2,993 2,957
Mobile service revenue ($m) from non-Tigo customers ($m) * (52) (51) (43)
Mobile service revenue ($m) from Tigo customers (A) 3,107 2,942 2,914
Mobile customers - end of period (000) 41,527 40,665 40,576
Mobile customers - average (000) (B) ** 40,925 40,635 40,041
Mobile ARPU (USD/Month) (A/B/number of months) 6.3 6.0 6.1
*Refers to production services, MVNO, DVNO, equipment rental revenue, call center revenue, national roaming, equipment sales, visitor roaming, tower rental, DVNE and other non-customer driven revenue.
**Average of the last five quarter-end subscriber totals.


Mobile customers by country in our Group As of December 31,
2024 2023 2022
(in thousands)
Bolivia
 3,945  3,875  3,687 
Colombia
 12,162  11,632  11,511 
El Salvador
 3,055  2,966  3,026 
Guatemala
 11,560  11,715  11,793 
Nicaragua 3,688  3,710  3,860 
Panama
2,820  2,642  2,441 
Paraguay
 4,296  4,124  4,258 

60

In addition to the above, our Honduras joint venture had 4,992 thousand mobile customers as of December 31, 2024, 5,088 thousand customers as of December 31, 2023 and 5,152 customers as of December 31, 2022.

Group Home customers As of December 31,
2024 2023 2022
(in thousands, except where noted)
Total homes passed
 13,539  13,348  12,905 
Total customer relationships (i)
 4,461  4,435  4,811 
HFC / FTTH homes passed
 13,318  13,112  12,632 
HFC / FTTH customer relationships
 3,983  3,868  4,139 
HFC / FTTH RGUs
 8,134  8,191  8,708 
HFC / FTTH broadband internet RGUs 3,786  3,602  3,778
Home ARPU (in U.S. dollars)
 $ 27.4  $ 27.1  $ 26.6 
(i) Beginning in 2023, we present only residential customer relationships and homes passed. 2022 data also includes data related to B2B customers.

In addition to the above, our Honduras joint venture had 166 thousand HFC / FTTH customer relationships as of December 31, 2024, 173 thousand as of December 31, 2023 and 172 thousand as of December 31, 2022.

Group - Home ARPU Reconciliation As of December 31,
2024 2023 2022
Home service revenue ($m) 1,482 1,537 1,555
Home service revenue ($m) from non-Tigo customers ($m) * (26) (28) (33)
Home service revenue ($m) from Tigo customers (A) 1,456 1,510 1,522
Customer Relationships - end of period (000) ** 4,461 4,435 4,811
Customer Relationships - average (000) (B) *** 4,421 4,647 4,765
Home ARPU (USD/Month) (A/B/number of months) 27.4 27.1 26.6
Beginning    in 2023, the calculation of Home ARPU includes equipment rental.
*TV advertising, production services, equipment rental revenue, call center revenue, equipment sales and other non-customer-driven revenue.
**Represented by homes connected all technologies (HFC + Other Technologies + DTH & Wimax RGUs).
***Average of the last five quarters.


Results of operations

We have based the following discussion on our audited consolidated financial statements included elsewhere in this Annual Report. You should read it along with these financial statements, and it is qualified in its entirety by reference to them. See “Operating and Financial Review and Prospects—Operating Results —Factors affecting comparability of prior periods.”
61

Group Consolidated results of operations for the years ended December 31, 2024 and 2023
The following table sets forth certain consolidated statement of income data for the periods indicated:
Year ended December 31,
Percentage Change
2024 2023
(U.S. dollars in millions, except percentages)
Revenue
 5,804  5,661  2.5  %
Equipment, programming and other direct costs (1,420) (1,507) 5.8  %
Operating expenses
 (1,915) (2,043) 6.2  %
Depreciation
 (916) (978) 6.4  %
Amortization
 (319) (360) 11.6  %
Share of profit in joint ventures
 54  42  26.7  %
Other operating income (expenses), net
 54  10  NM
Operating profit
 1,342  826  62.5  %
Interest and other financial expenses
 (716) (712) (0.5) %
Interest and other financial income
 46  28  61.4  %
Other non-operating (expenses) income, net
 (119) 36  NM
Loss from other joint ventures and associates, net
 —  (3) 99.6  %
Profit (loss) before taxes from continuing operations
 552  175  NM
Tax expense
 (281) (424) 33.7  %
Profit (loss) from continuing operations
 271  (249) NM
Profit (loss) from discontinued operations, net of tax
 (3) 4  NM
Net profit (loss) for the year
 268  (245) NM
The following table sets forth group revenue opened by:

Year ended December 31,
2024 2023
Percentage Change
Group
Group
Group
(U.S. dollars in millions, except percentages)
Mobile revenue
 3,159 2,993 5.5%
Fixed and other service revenue
 2,175 2,192 (0.8)%
Other revenue
 84 65 27.9%
Service revenue(i) 5,417 5,250 3.2%
Telephone and equipment revenue
 387 411 (5.8)%
Revenue
 5,804 5,661 2.5%
(i) Service revenue is revenue related to the provision of ongoing services such as monthly subscription fees for mobile and broadband, airtime and data usage fees, interconnection fees, roaming fees, mobile finance service commissions and fees from other telecommunications services such as data services, short message services, installation fees and other value added services excluding telephone and equipment sales.
Revenue
Revenue increased by 2.5% for the year ended December 31, 2024 to $5,804 million from $5,661 million for the year ended December 31, 2023. The increase in revenue of $143 million reflects positive revenue growth in most countries, partially offset by lower revenue in Paraguay.
62

Additionally, see "—Revenue and EBITDA by Reportable Segments for the years ended December 31, 2024 and 2023" below.
Equipment, programming and other direct costs
Equipment, programming and other direct costs decreased by 5.8% for the year ended December 31, 2024 to $1,420 million from $1,507 million for the year ended December 31, 2023, reflecting savings from our efficiency program.
Operating expenses
Operating expenses decreased by 6.2% for the year ended December 31, 2024 to $1,915 million from $2,043 million for the year ended December 31, 2023, reflecting savings from our efficiency program. For the year ended December 31, 2024 operating expenses include severance costs related to Project Everest of $115 million and also one-off costs related to buy-out discussions.
Depreciation
Depreciation decreased by 6.4% for the year ended December 31, 2024 to $916 million from $978 million for the year ended December 31, 2023. The decline is mostly due to the sale of towers and reclassification of assets to held for sale in Colombia, and, to a lesser extent, longer useful lives in fiber assets.
Amortization
Amortization decreased 11.6% for the year ended December 31, 2024 to $319 million from $360 million for the year ended December 31, 2023, as we stopped amortizing assets held for sale related to the mobile network sharing agreement in Colombia.
Share of profit in joint ventures
Share of profit in joint ventures increased by 26.7% for the year ended December 31, 2024 to $54 million from $42 million for the year ended December 31, 2023, reflecting the increased profitability of our Honduras joint venture (attributable to higher revenue performance and lower operational costs).
Other operating income (expenses), net
Other operating income (expenses), net, for the year ended December 31, 2024 was $54 million, an increase from income of $10 million for the year ended December 31, 2023, due mainly to a one-time gain of $28 million stemming from the creation of the shared mobile network and also due to a one-time gain of $13 million on the sale of towers, both in Colombia.
Interest and other financial expenses
Interest and other financial expenses increased by 0.5% for the year ended December 31, 2024 to $716 million from $712 million for the year ended December 31, 2023, reflecting higher commissions on the purchase of U.S. dollars by our operations in Bolivia, partially offset by lower interest expense on our reduced debt position.
Interest and other financial income
Interest and other financial income increased by 61.4% for the year ended December 31, 2024 to $46 million from $28 million for the year ended December 31, 2023, mainly due to discounts on debt repurchases and higher interest income earned.
Other non-operating (expenses) income, net
Other non-operating (expenses) income, net, increased by $155 million for the year ended December 31, 2024 to an expense of $119 million, from an income of $36 million for the year ended December 31, 2023. The increase was mainly due to a provision for an adverse legal ruling as well as foreign exchange losses, mainly in Colombia and Paraguay.
Loss from other joint ventures and associates, net
63

Loss from other joint ventures and associates, net, increased by $3 million for the year ended December 31, 2024 to nil from a loss of $3 million for the year ended December 31, 2023, that was attributable to our former operations in Ghana.
Tax expenses
Tax expenses, decreased by 33.7% for the year ended December 31, 2024 to $281 million from $424 million for the year ended December 31, 2023. The decrease is mainly due to the write-off of deferred tax assets and value-added tax credits in Colombia in 2023.
Net profit (loss) for the year
Net profit for the year increased by $513 million for the year ended December 31, 2024 to a gain of $268 million, from a loss of $245 million for the year ended December 31, 2023. Profit for the year from continuing operations increased by $520 million for the year ended December 31, 2024 to a gain of $271 million, from a loss of $249 million for the year ended December 31, 2023 for the reasons stated above. Profit (loss) for the year from discontinued operations, net of tax decreased by $8 million for the year ended December 31, 2024 to a loss of $3 million as compared to a profit of $4 million for the year ended December 31, 2023.
Revenue and EBITDA by Reportable Segments for the years ended December 31, 2024 and 2023
Our reportable segments consist of Guatemala, Colombia, Panama, Bolivia, Honduras, Paraguay and Other segments, which includes Nicaragua, Costa Rica and El Salvador. The Honduras segment presents the results of our Honduras joint venture as if it were fully consolidated, as this reflects the way management reviews and uses internally reported information to make decisions. The following table sets forth our revenue by reportable segments for the years ended December 31, 2024 and 2023. See note B.3. to our audited consolidated financial statements for additional details.

Revenue by Reportable Segments
Year ended December 31
Percentage
Change
2024 2023
(U.S. dollars in millions, except percentages)
Guatemala 1,603  1,564  2.5%
Colombia 1,380  1,313  5.1%
Panama 756  719  5.1%
Bolivia 613  613  0.1%
Honduras (i) 617  612  0.9%
Paraguay 559  568  (1.6)%
Other
 914  902  1.3%
Inter-segment and other eliminations (i) (638) (631) (1.2)%
Total Group 5,804  5,661  2.5%
Guatemala represented 25%, Colombia represented 21%, Panama, Bolivia, Honduras and Paraguay each represented between 9% and 12%, and Other represented together 14% of our total revenue by reportable segment for the year ended December 31, 2024. Panama and Colombia experienced the highest relative increase in revenues of 5.1%, due to robust growth in the Mobile business (and in Panama, also due to two new large B2B contracts). In contrast, revenue declined 1.6% in Paraguay due to the weaker foreign exchange rate. Other increase was mainly driven by higher revenue in the Mobile business for El Salvador and Nicaragua.
64

EBITDA by Reportable Segments
Year ended December 31
Percentage
Change
2024 2023
(U.S. dollars in millions, except percentages)
Guatemala 867  807  7.4%
Colombia 525  420  25.0%
Panama 354  296  19.5%
Bolivia 266  224  18.7%
Honduras (i) 302  272  10.9%
Paraguay 267  236  12.9%
Other
 391  352  11.1%
(i) While the Millicom Group holds a 66.67% equity interest in the Honduras joint venture (which is accounted for using the equity method), its performance is reviewed by the CODM in a similar manner as the Group's fully owned operations and is therefore shown as a separate operating segment at 100%. However, such amounts are removed for reconciliation to the Group's total revenue. See note B.3. to our audited consolidated financial statements for further details on segment information.

The Guatemala, Colombia, and Panama segments generated the highest EBITDA in 2024. While the Company's restructuring program produced meaningful cost savings in all country segments, positively impacting profitability in 2024, the following noteworthy factors also affected the comparison with 2023:
•Guatemala EBITDA benefited from higher prepaid mobile ARPU;
•Colombia EBITDA benefited from postpaid customer and prepaid mobile ARPU growth, which more than offset a decline in the Home business;
•Panama EBITDA benefited from mobile customer and ARPU growth, as well as new B2B contracts;
•Bolivia EBITDA benefited from higher mobile and B2B revenue, partially offset by lower revenue in Home, where we have continued to prioritize profitability over growth;
•Paraguay EBITDA benefited from mobile customer and ARPU growth and continued strong performance in B2B; and
•Other EBITDA benefited from growth in mobile offsetting a decline in Home.












65

Group Consolidated results of operations for the years ended December 31, 2023 and 2022
The following table sets forth certain consolidated statement of income data for the periods indicated:
Year ended December 31
Percentage Change
2023 2022
(U.S. dollars in millions, except percentages)
Revenue 5,661  5,624  0.7%
Equipment, programming and other direct costs (1,507) (1,506) (0.1)%
Operating expenses (2,043) (1,890) (8.1)%
Depreciation (978) (999) 2.1%
Amortization (360) (345) (4.5)%
Share of profit in joint ventures 42  32  30.6%
Other operating income (expenses), net 10  (2) NM
Operating profit 826  915  (9.8)%
Interest and other financial expenses (712) (617) (15.5)%
Interest and other financial income 28  18  58.0%
Other non-operating (expenses) income, net 36  (78) NM
Profit (loss) from other joint ventures and associates, net (3) —  NM
Profit before taxes from continuing operations 175  238  (26.4)%
Tax expense (424) (222) (90.8)%
Profit from continuing operations (249) 16  NM
Profit (loss) from discontinued operations, net of tax 4  113  (96.3)%
Net profit for the year (245) 129  NM

The following table sets forth group revenue opened by:
Year ended December 31,
2023 2022
Percentage Change
Group
Group
Group
(U.S. dollars in millions, except percentages)
Mobile revenue
 2,993 2,957 1.2%
Fixed and other service revenue
 2,192 2,145 2.2%
Other revenue
 65 69 (4.8)%
Service revenue(i) 5,250 5,171 1.5%
Telephone and equipment revenue
 411 454 (9.5)%
Revenue
 5,661 5,624 0.7%
(i) Service revenue is revenue related to the provision of ongoing services such as monthly subscription fees for mobile and broadband, airtime and data usage fees, interconnection fees, roaming fees, mobile finance service commissions and fees from other telecommunications services such as data services, short message services, installation fees and other value added services excluding telephone and equipment sales.

Revenue
Revenue increased by 0.7% for the year ended December 31, 2023 to $5,661 million from $5,624 million for the year ended December 31, 2022. The increase in revenue of $37 million reflects positive revenue growth in most countries, partially offset by lower revenue in Guatemala, Colombia and Bolivia. Additionally, see "—Revenue and EBITDA by Reportable Segments for the years ended December 31, 2023 and 2022" below.
66

Equipment, programming and other direct costs
Equipment, programming and other direct costs increased by 0.1% for the year ended December 31, 2023 to $1,507 million from $1,506 million for the year ended December 31, 2022. Equipment, programming and other direct costs increased by less than the increase in revenue due to a change in revenue mix, as revenue from services increased, while revenue from the sale of equipment declined during the period.
Operating expenses
Operating expenses increased by 8.1% for the year ended December 31, 2023 to $2,043 million from $1,890 million for the year ended December 31, 2022. Of the $152 million increase, $87 million was for severance and other restructuring costs related to Project Everest, and $19 million was related to one-off legal cases. During 2023, we also incurred $33 million in legal costs and applicable value-added taxes related to the subpoenas that we received from the DOJ. The remaining portion of the increase was mostly related to higher share-based compensation and non-recurring costs related to the prior buyout discussions. Excluding these unusual items, operating expenses were about flat year-on-year, as cost savings initiatives offset the impact of elevated inflation in some markets.
Depreciation
Depreciation decreased by 2.1% for the year ended December 31, 2023 to $978 million from $999 million for the year ended December 31, 2022. The decline is mostly due to a 2023 prospective change in the useful lives for tower and civil works assets.
Amortization
Amortization increased 4.5% for the year ended December 31, 2023 to $360 million from $345 million for the year ended December 31, 2022. The increase is mostly due to the renewal of spectrum licenses in Colombia during 2023.
Share of profit in joint ventures
Share of profit in joint ventures increased by 30.6% for the year ended December 31, 2023 to $42 million from $32 million for the year ended December 31, 2022. The increased profitability of our Honduras joint venture reflects improved operational performance and lower depreciation, partially offset by severance.
Other operating income (expenses), net
Other operating income (expenses), net increased by $12 million for the year ended December 31, 2023 to an income of $10 million from an expense of $2 million for the year ended December 31, 2022. The increase reflects the disposal of assets (such as copper wires no longer in use) in 2023, as well as the negative impact of a software contract termination in 2022.
Interest and other financial expenses
Interest and other financial expenses increased by 15.5% for the year ended December 31, 2023 to $712 million from $617 million for the year ended December 31, 2022, reflecting the impact of higher interest rates on our variable debt and commissions on the purchase of U.S. dollars by our operations in Bolivia.
Interest and other financial income
Interest and other financial income increased by 58.0% for the year ended December 31, 2023 to $28 million from $18 million for the year ended December 31, 2022 due to a $12 million gain on the repurchase of bonds.
Other non-operating (expenses) income, net
Other non-operating (expenses) income, net, increased by $114 million for the year ended December 31, 2023 to an income of $36 million from an expense of $78 million for the year ended December 31, 2022. The increase was mainly due to foreign exchange gains in 2023 compared to foreign exchange losses in 2022.
Loss from other joint ventures and associates, net
Loss from other joint ventures and associates, net increased by $2 million for the year ended December 31, 2023 to $3 million from a result of nil for the year ended December 31, 2022 that was attributable to our former operations in Ghana.
Tax expense
67

Tax expense increased by 90.8% for the year ended December 31, 2023 to $424 million from $222 million for the year ended December 31, 2022. The increase is mainly due to the write-off of deferred tax assets and value-added tax credits in Colombia.
Net profit (loss) for the year
Net profit for the year decreased by $374 million for the year ended December 31, 2023 to a loss of $245 million from a profit of $129 million for the year ended December 31, 2022. Profit for the year from continuing operations decreased by $265 million for the year ended December 31, 2023 to a loss of $249 million from a profit of $16 million for the year ended December 31, 2022 for the reasons stated above. Profit (loss) for the year from discontinued operations, net of tax decreased by $109 million for the year ended December 31, 2023 to $4 million as compared to a profit of $113 million for the year ended December 31, 2022.
Revenue and EBITDA by Reportable Segments for the years ended December 31, 2023 and 2022
Our reportable segments consist of Guatemala, Colombia, Panama, Bolivia, Honduras, Paraguay and Other, which includes Nicaragua, Costa Rica and El Salvador. The Honduras segment presents the results of our Honduras joint venture as if it were fully consolidated, as this reflects the way management reviews and uses internally reported information to make decisions. The following table sets forth our revenue by reportable segments for the years ended December 31, 2023 and 2022. See note B.3. to our audited consolidated financial statements for additional details.
Revenue by Reportable Segments Year ended December 31,
Percentage
Change
2023 2022
(U.S. dollars in millions, except percentages)
Guatemala 1,564  1,618  (3.3)%
Colombia 1,313  1,335  (1.6)%
Panama 719  651  10.4%
Bolivia 613  621  (1.4)%
Honduras (i) 612  586  4.3%
Paraguay 568  556  2.1%
Other
 902  861  4.8%
Inter-segment and other eliminations (i) (631) (605) (4.2)%
Total Group 5,661  5,624  0.7%
Guatemala represented 25%, Colombia represented 21%, Panama, Bolivia, Honduras and Paraguay each represented between 9% and 11%, while other segments collectively represented 14% of our total revenue by reportable segments for the year ended December 31, 2023. Panama experienced the highest relative increase in revenues of $68 million or 10.4%, due to new large B2B contracts and robust growth in the Mobile business. In contrast, the weakest performance was in Guatemala, where revenue declined 3.3% due to intense competition in prepaid mobile. In Colombia, revenue declined 1.6%, as a decline in equipment revenue more than offset growth in service revenue.
68

EBITDA by Reportable Segments
Year ended December 31
Percentage
Change
2023 2022
(U.S. dollars in millions, except percentages)
Guatemala 807  857  (5.8)%
Colombia 420  404  4.1%
Panama 296  298  (0.7)%
Bolivia 224  242  (7.3)%
Honduras (i) 272  262  4.0%
Paraguay 236  245  (3.4)%
Other
 352  330  6.8%
(i) While the Millicom Group holds a 66.67% equity interest in the Honduras joint venture (which is accounted for using the equity method), its performance is reviewed by the CODM in a similar manner as the Group's fully owned operations and is therefore also shown as a separate operating segment at 100%. However, such amounts are removed for reconciliation to the Group's total revenue. See note B.3. to our audited consolidated financial statements for further details on segment information.

The Guatemala, Colombia, and Panama segments generated the highest EBITDA in 2023. During 2023, each of our segments incurred significant severance and other restructuring costs related to the implementation of Project Everest, and this impacted comparisons to 2022. In addition to the impact of Project Everest, the following noteworthy factors affected the comparison with 2022 for some of our segments:
•Guatemala was impacted by pricing pressure caused by a more competitive environment;
•Colombia was impacted by service revenue growth in our Mobile business and lower costs stemming from reduced commercial activity in our Home business, partially offset by the impact of two adverse legal rulings;
•Panama was impacted by higher selling and marketing expenses (in addition to the aforementioned severance impact), which were partially offset by continued service revenue growth in Mobile and new B2B contracts, as well as a favorable legal ruling in 2022;
•Bolivia was impacted by a change in regulation, which capped the overage rates on prepaid plans and took effect in August 2022, and a regulatory fine for a service outage related to a prior year; and
•Other was impacted by the appreciation of the Costa Rican colon, as it drove very strong EBITDA growth from that country.









69

Other financial data
Year ended December 31,
2024 2023
(U.S. dollars in millions, except percentages)
Group:
Service revenue
 5,417 5,250
Telephone and equipment revenue
 387 411
Revenue
 5,804 5,661
Revenue growth
 2.5% 0.7%
Revenue organic growth(2)
 1.3% 1.5%
Service revenue growth
 3.2% 1.5%
Service revenue organic growth(2)
 1.9% 2.3%
Net cash provided by operating activities
 1,603 1,223
Net cash used in investing activities
 (604) (1,116)
Net cash used in financing activities
 (1,066) (377)
Operating free cash flow(1)
 1,469 645
Free cash flow(1)
 688 (121)
Equity free cash flow(1)
 777 (34)
Equity free cash flow, excluding divestitures(1)
 728 (18)
(1) Free Cash Flow Measures
Operating free cash flow, Free cash flow, Equity free cash flow and Equity free cash flow excluding divestitures are all Non-IFRS measures. See "—Use of Non-IFRS Terms" below for more information on these measures.
The following table shows a reconciliation from Net cash provided by operating activities to Operating free cash flow, Free cash flow, Equity free cash flow, and Equity free cash flow excluding divestitures for the Millicom Group:
70

Year ended December 31,
2024 2023
(U.S. dollars in millions)
Net cash provided by operating activities
 1,603 1,223
Purchase of property, plant and equipment
 (540) (814)
Proceeds from sale of property, plant and equipment
 58 17
Purchase of other intangible assets
 (94) (133)
 Purchase of spectrum and licenses (135) (236)
Finance charges paid, net 577 589
Operating free cash flow
 1,469 645
Interest (paid), net
 (577) (589)
Lease capital repayments (204) (177)
Free cash flow
 688 (121)
Repatriation from joint ventures
89 86
Equity free cash flow
 777 (34)
Less: Proceeds from tower divestitures, net of taxes
 49 (17)
Equity free cash flow - ex divestitures 728 (18)

(2) Revenue and Service Revenue Organic Growth
Revenue organic growth and Service revenue organic growth are non-IFRS measures. See "—Use of Non-IFRS Terms" below for more information on these measures.
The following table shows a reconciliation from reported growth on an IFRS basis to organic growth for revenue and service revenue:
Revenue
Service Revenue
As of and for the year ended December 31,
2024 2023 2024 2023
(U.S. dollars in millions, except percentages)
Current period
 5,804 5,661 5,417 5,250
Prior year period
 5,661 5,624 5,250 5,171
Reported Growth
 2.5% 0.7% 3.2% 1.5%
Foreign exchange impact and other (i)
 (1.3)% 0.8% (1.3)% 0.7%
Organic growth
 1.3% 1.5% 1.9% 2.3%
(i)    The following foreign exchange and other impacts were eliminated to calculate Revenue organic growth: a positive $71 million revenue impact in the year ended December 31, 2024, and a negative $46 million revenue impact in the year ended December 31, 2023. The following foreign exchange and other impacts were eliminated to calculate Service revenue organic growth: a positive $67 million service revenue impact in the year ended December 31, 2024, and a negative $38 million service revenue impact in the year ended December 31, 2023.
71


Use of Non-IFRS Terms
Non-IFRS Measures
This Annual Report contains financial measures that are not prepared in accordance with IFRS. These measures are referred to as “non-IFRS” measures, and they are not uniformly or legally defined financial measures. Non-IFRS measures are not substitutes for IFRS measures in assessing our overall operating performance. Because non-IFRS measures are not determined in accordance with IFRS, and are susceptible to varying calculations, non-IFRS measures may not be comparable to other similarly titled measures presented by other companies.
Non-IFRS measures are included in this Annual Report because they are used by our management, and we believe they provide investors with additional information for the analysis of Millicom’s results of operations, particularly in evaluating performance from one period to another. Millicom’s management uses non-IFRS measures to make operating decisions, as they facilitate additional internal comparisons of Millicom’s performance to historical results, and provides them to investors as a supplement to Millicom’s reported results for additional insight into Millicom’s operating performance. Millicom’s Compensation and Talent Committee uses certain non-IFRS measures when assessing the performance and compensation of employees, including Millicom’s Executive Directors.
Non-IFRS measures have limitations as an analytical tool. The non-IFRS measures used by Millicom may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. In addition, these non-IFRS measures should not be considered in isolation as a substitute for, or as superior to, financial measures calculated in accordance with IFRS. Millicom’s financial results calculated in accordance with IFRS and reconciliations to those financial statements should be carefully evaluated.

Description of Non-IFRS Measures
Equity free cash flow is defined as Net cash provided by operating activities, less Purchase of property, plant and equipment, Proceeds from sale of property, plant and equipment, Purchase of other intangible assets, Purchase of spectrum and licenses, Finance charges paid, net, Interest paid, net and Lease capital repayments, as adjusted for Repatriation from joint ventures and associates.

Equity free cash flow excluding divestitures is defined as Net cash provided by operating activities, less Purchase of property, plant and equipment, Proceeds from sale of property, plant and equipment, Purchase of other intangible assets, Purchase of spectrum and licenses, Finance charges paid, net, Interest paid, net and Lease capital repayments, as adjusted for Repatriation from joint ventures, less proceeds net of taxes attributable to sale of tower assets.

Free cash flow is defined as Net cash provided by operating activities, less Purchase of property, plant and equipment, Proceeds from sale of property, plant and equipment, Purchase of other intangible assets, Purchase of spectrum and licenses, Finance charges paid, net, Interest paid, net and Lease capital repayments.

Operating free cash flow is defined as Net cash provided by operating activities, less Purchase of property, plant and equipment, Proceeds from sale of property, plant and equipment, Purchase of other intangible assets, Purchase of spectrum and licenses and Finance charges paid, net.

Revenue organic growth is defined as the period-over-period change in Revenue, adjusted for changes in perimeter impact and the effects of foreign exchange and other similar impacts.

Service revenue organic growth is defined as the period-over-period change in Service Revenue, adjusted for changes in perimeter impact and the effects of foreign exchange and other similar impacts.

Critical accounting policies
The preparation of our consolidated financial statements requires management to use judgment in applying accounting policies. It also requires the use of certain critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. These estimates are based on management’s best knowledge of current events, actions and best estimates as of a specified date, and actual results may ultimately differ from these estimates. Areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are described in “Introduction—Judgments and critical estimates” in the notes to our audited consolidated financial statements, and in the notes referenced therein.
72

For a description of new or amended IFRS accounting standards to which we are subject, see “Introduction—New and amended IFRS accounting standards” in the notes to our audited consolidated financial statements.
73

Liquidity and Capital Resources
Overview
The Millicom Group’s sources of funds are cash from operations, internal and external financing as well as proceeds from the disposal of assets. The Millicom Group finances its operations centrally at the MIC S.A. level or alternatively, where it deems it more cost effective to do so, at the operational level.
In particular, we seek to finance the costs of deploying and expanding our fixed and mobile networks mainly at the operating level on a country-by-country basis, utilizing credit facilities provided by banks and entering into leases, obtaining financing from the debt capital markets, and seeking funding from export credit agencies and development financial institutions such as the Inter-American Development Bank.
If we decide to acquire other businesses, we expect to fund these acquisitions from cash resources, borrowings under existing credit facilities, through new borrowings, including under new credit facilities or issuances of debt securities, and, if necessary, we may issue equity to raise funds.
As of December 31, 2024, our consolidated cash and cash equivalents balance was $699 million (of which $501 million was at the holdings level and $198 million was at the operating subsidiaries level). As of December 31, 2023 and 2022, our consolidated cash and cash equivalents balance was $775 million (of which $384 million was at the holdings level and $391 million was at the operating subsidiaries level) and $1,039 million (of which $675 million was at the holdings level and $364 million was at the operating subsidiaries level), respectively. If funds at the foreign operating subsidiaries level are repatriated, taxes on each type of repatriation and each country would need to be accrued and paid, where applicable.
As of December 31, 2024, our total consolidated indebtedness (excluding lease liabilities) was $5,815 million. As of December 31, 2023 and 2022 our total consolidated indebtedness (excluding lease liabilities) was $6,697 million and $6,804 million, respectively.
We believe that our available cash and cash equivalents, borrowings and funds from our operating subsidiaries will be sufficient to meet our projected operating and capital expenditure requirements for at least the next 12 months.
Cash repatriation
Cash repatriation is dependent on operating and financial performance of our operations. Cash repatriation is accomplished through a combination of dividends, fees and shareholder loan repayments.
The following table sets forth cash repatriated to MIC S.A. from our subsidiaries and joint ventures for the periods presented:
December 31,
2024 2023 2022 (i)
(U.S. dollars in millions)
Subsidiaries 393  566  1,565 
Joint ventures 89  86  85 
Total 482  652  1,651 
(i)    Cash repatriated from subsidiaries as of December 31, 2022 includes approximately $900 million of proceeds from the issuance of the 5.125% Senior Notes due 2032, which were used to partially refinance the bridge loan that we obtained to fund the acquisition of the remaining 45% equity interest in our Guatemala business.
In each case, the repatriated cash was principally used to cover corporate expenses, service corporate debt and pay corporate taxes.
Some of our operating subsidiaries and joint ventures have covenants on debt outstanding that impose restrictions on their ability to upstream cash to MIC S.A. As a result of these restrictions, significant cash or cash equivalent balances may be held from time to time at our operating subsidiaries and joint ventures.
74

Cash flows
Set forth below is a comparative discussion of our cash flows, which includes cash flows from discontinued operations.
Years ended December 31, 2024 and 2023
For the year ended December 31, 2024, cash provided by operating activities was $1,603 million, compared to $1,223 million for the year ended December 31, 2023. The increase is mainly due to better results for the year ended December 31, 2024 compared to the year ended December 31, 2023 (see "—Operating Results").
Cash used in investing activities was $604 million for the year ended December 31, 2024, compared to $1,116 million for the year ended December 31, 2023. In the year ended December 31, 2024, Millicom used $540 million to purchase property, plant and equipment, $135 million to purchase spectrum and licenses and $94 million to purchase other intangible assets, and these items were partially offset by proceeds of $66 million in dividends from joint ventures and $58 million from the sale of property, plant and equipment such as towers. For the year ended December 31, 2023, Millicom used $814 million to purchase property, plant and equipment, $236 million to purchase spectrum and licenses and $133 million to purchase intangible assets, and these items were partially offset by proceeds of $63 million in dividends from joint ventures and $17 million from the sale of property, plant and equipment.
Cash used in financing activities was $1,066 million for the year ended December 31, 2024, compared to $377 million for the year ended December 31, 2023. For the year ended December 31, 2024, we repaid debt of $1,366 million and lease capital of $204 million, while raising funds of $604 million through new financing. In 2024, we paid $99 million for share repurchases. For the year ended December 31, 2023 we repaid debt of $632 million and lease capital of $177 million while raising funds of $362 million through new financings. In 2023, our partner in Colombia contributed $74 million to our Colombian subsidiary, and we paid $5 million for share repurchases.
Years ended December 31, 2023 and 2022
For the year ended December 31, 2023, cash provided by operating activities was $1,223 million, compared to $1,284 million for the year ended December 31, 2022. The decrease is mainly due to higher working capital due to foreign exchange for the year ended December 31, 2023 compared to the year ended December 31, 2022.
Cash used in investing activities was $1,116 million for the year ended December 31, 2023, compared to $1,104 million for the year ended December 31, 2022. In the year ended December 31, 2023, Millicom used $814 million to purchase property, plant and equipment, $236 million to purchase spectrum and licenses and $133 million to purchase other intangible assets, and these items were partially offset by proceeds of $63 million in dividends from joint ventures, and $17 million from the sale of property, plant and equipment such as copper wires and buildings. For the year ended December 31, 2022, Millicom used $283 million for the acquisition of the non-controlling interest of Tigo Panama, $800 million to purchase property, plant and equipment and $179 million to purchase intangible assets and licenses, and these items were partially offset by proceeds of $10 million in dividends from joint ventures, $152 million from the disposal of subsidiaries and joint ventures, and $21 million from the sale of property, plant and equipment such as towers and buildings.
Cash used in financing activities was $377 million for the year ended December 31, 2023, compared to $1 million for the year ended December 31, 2022. For the year ended December 31, 2023, we repaid debt of $632 million and lease capital of $177 million while raising funds of $362 million through new financing. In 2023, our partner in Colombia contributed $74 million to our Colombian subsidiary, we paid no dividends, and we paid $5 million for share repurchases. For the year ended December 31, 2022, we repaid debt of $2,127 million and lease capital of $157 million while raising funds of $1,570 million through new financings. We also issued new equity for a total net amount of $717 million. In the year ended December 31, 2022, we paid no dividends and did not repurchase shares.




75

Group capital expenditures and commitments
Our capital expenditures of property, plant and equipment, licenses and other intangibles on a consolidated basis, including accruals for such additions at the end of the periods, for the years ended December 31, 2024, 2023, and 2022 are set out in the table below. Our capital expenditure mainly relates to the growth of the 4G network, the rollout of the HFC network, connection of new homes, IT investments and spectrum.
Year ended December 31
2024 2023 2022
(U.S. dollars in millions)
Additions to property, plant and equipment 579  693  823 
Additions to licenses and other intangibles 221  522  345 
Total consolidated additions 801  1,215  1,167 
As of December 31, 2024, we had commitments to purchase network equipment, other fixed assets and intangible assets with a value of $285 million from a number of suppliers, of which $215 million was within one year and $70 million more than one year. Out of these commitments, $19 million relate to the Group’s share in joint ventures ($19 million within one year). We expect to meet these commitments from our current cash balance and from cash generated from our operations.
Financing
We seek to finance our operations on a country-by-country basis when we determine it to be more cost and risk effective. As local financial markets become more developed, we have been able to finance increasingly at the level of our operations in local currency and on a generally non-recourse basis to MIC S.A. As of December 31, 2024, 59% ($3,414 million) of our total consolidated debt of $5,815 million (excluding lease liabilities, but including vendor financing) was at the operational level (excluding our Honduras joint venture) and generally non-recourse to MIC S.A., and 41% of this debt was denominated in local currency. In addition, as of December 31, 2024, our joint venture in Honduras had $364 million of debt excluding lease liabilities which was non-recourse to MIC S.A. From time to time, we may provide support to our subsidiaries and service indebtedness that is held at the operational level.
Consolidated indebtedness
Millicom’s total consolidated debt and financing (that is, excluding lease liabilities but including vendor financing) as of December 31, 2024 was $5,815 million (December 31, 2023: $6,697 million). Our total consolidated net debt (representing debt and financial liabilities, including derivative instruments (assets and liabilities), less cash and pledged and time deposits) was $5,174 million (December 31, 2023: $5,956 million).
Millicom's lease liabilities as of December 31, 2024 were $954 million. 99% of our consolidated lease liabilities, or $949 million, was at the operational level (excluding our joint venture in Honduras) and non-recourse to MIC S.A. Including lease liabilities, Millicom's total consolidated financial obligations as of December 31, 2024 were $6,769 million (December 31, 2023: $7,739 million). Our total consolidated net financing obligations (that is, net debt plus lease liabilities) were $6,128 million (December 31, 2023: $6,999 million). In 2023, the definition of net debt changed to include derivative financial instruments in order to have a more comprehensive view of our financial obligations. 2022 figures have also been represented accordingly.
See note C.6. to our audited consolidated financial statements included elsewhere in this Annual Report for a reconciliation of total consolidated debt and financing to total consolidated net debt. Our consolidated interest and other financial expenses for the year ended December 31, 2024 were $716 million and for the years ended December 31, 2023 and 2022 were $712 million and $617 million, respectively.
The following table sets forth our consolidated debt and financing by entity or operational entity location for the periods indicated:
76

December 31,
2024 2023 2022
(US$ millions)
MIC S.A. (Luxembourg) 2,401  2,388  2,573 
Latin America:
Guatemala 1,233  1,463  1,465 
Colombia 554  713  605 
Paraguay 524  665  678 
Bolivia 153  246  260 
El Salvador 71  174  173 
Costa Rica 146  142  128 
Nicaragua —  148  147 
Panama 734  759  773 
Total debt and financing 5,815  6,697  6,804 

For a more detailed description of our outstanding financial obligations, including our credit facilities and outstanding bond or note issuances, see note C.3. to our audited consolidated financial statements.
Our financing facilities at the MIC S.A. level are subject to a number of financial covenants including leverage covenants. In addition, most financings at the MIC S.A. level contain restrictions on sale of businesses or significant assets within the businesses.
Our financing facilities at the operational level are subject to a number of financial covenants including leverage and restricted payment covenants, and in certain cases, debt service coverage and debt to earnings covenants. In addition, some of the financings at the operational level contain restrictions on sale of businesses or significant assets within the businesses.
From time to time, we repurchase certain outstanding indebtedness at both the MIC S.A. level and the operational level. For example, during 2024, MIC S.A. redeemed all of its 6.625% Senior Notes due 2026 for approximately $148 million and repurchased a portion of its 4.500% Senior Notes due 2031, 6.250% Senior Notes due 2029 and 5.125% Senior Notes due 2028 on the open market for approximately $17 million, $59 million and $90 million, respectively. During 2024, Comcel (Guatemala) repurchased and cancelled a portion of the 5.125% Senior Notes due 2032 for approximately $88 million, Telecomunicaciones Digitales, S.A. repurchased and cancelled some of its 4.500% Senior Notes due 2030 and Telefónica Celular del Paraguay, S.A.E. repurchased and cancelled a portion of its 5.875% Senior Notes due 2027 for approximately $63 million. See Note C.3.1. to our audited consolidated financial statements. We and our subsidiaries expect to continue to repurchase debt in pursuit of our leverage target, and may do so in the open market, in privately negotiated transactions, through tender or exchange offers, or otherwise, and we and our subsidiaries may redeem debt that we or they are permitted to redeem under its terms.
Indebtedness of joint ventures
With respect to the Honduras joint venture, total debt excluding lease liabilities as of December 31, 2024 was $364 million. As of December 31, 2024, our joint venture in Honduras had lease liabilities of $87 million. The total net debt (representing debt and financial liabilities, including derivative instruments (assets and liabilities), less cash and pledged and time deposits) was $309 million. Annual interest expense for the Honduras joint venture for the years ended December 31, 2024, 2023 and 2022 was $39 million, $29 million and $29 million, respectively.
The following table sets forth the debt and financing of the Honduras joint venture for the periods indicated:
December 31,
2024 2023 2022
(US$ millions)
Honduras 451  422  357 
77

The financing facilities of the Honduras joint venture are not subject to specific financial covenants. However, some of them contain covenants or restrictions on sale of businesses or significant assets within the businesses.

Off-Balance Sheet Arrangements
As of December 31, 2024, the Millicom Group’s share of total debt and financing secured by either pledged assets, pledged deposits issued to cover letters of credit, or guarantees issued was $232 million with no pledged deposits for these debts and financings as of December 31, 2024. The table below details the maximum exposure under these guarantees and their remaining terms, as of December 31, 2024.
Total
Less than 1 year
1-3 years
3-5 years
(US$ millions)
Theoretical maximum exposure
 232  12  220  — 

Trend Information
For a discussion of trend information, see “—Operating Results—Factors affecting our results of operations” and “—Operating Results—Factors affecting comparability of prior periods." See "Corporate Governance—Board Governance—Board Profile: Skills and Experience" for more information on our directors and senior management.
78

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Directors and Senior Management (including Share Ownership)
Compensation
For the year ended December 31, 2024, the total compensation paid to MIC S.A.’s directors was $1.3 million. The total compensation for the year ended December 31, 2024 to MIC S.A.'s officers (including the amounts set aside or accrued by Millicom to provide pension, retirement or similar benefits) was $26 million.
The Company provides information on the individual compensation of its directors in its annual report filed with the Registre de Commerce et des Sociétés (Luxembourg Trade and Companies Register), the Société de la Bourse de Luxembourg S.A. (Luxembourg Stock Exchange) and the Commission de Surveillance du Secteur Financier (CSSF). As that annual report is made publicly available, the relevant individual compensation information it contains for directors is included below.
Remuneration of Directors
Decisions on annual remuneration of directors (tantièmes) are reserved by the Articles of Association to the general meeting of shareholders. Directors are prevented from voting on their own compensation. The remuneration of the non-executive members of the Board of Directors comprises an annual fee and shares of MIC S.A. The remuneration is 100% fixed. Non-executive directors do not receive any fringe benefits, pensions or any form of variable remuneration. No remuneration was paid by MIC S.A. to any of the non-executive directors in 2024 or 2023 from any other undertakings within the Millicom Group.
Director remuneration is proposed by the Nomination Committee and approved by the shareholders at the AGM or other shareholders’ meetings. In October 2023, the Nomination Committee proposed for approval at the 2024 AGM to keep the remuneration structure and not increase the amount of remuneration for each role for the non-executive directors. In accordance with resolution 19 adopted by the AGM on May 23, 2024, the Nomination Committee of Millicom was instructed to propose director remuneration for the period from the date of the 2024 AGM to the date of the AGM in 2025.
At the AGM held on May 23, 2024, MIC S.A.’s shareholders approved the compensation for the non-executive directors expected to serve from that date until the 2025 AGM consisting of two components: (i) cash-based compensation and (ii) share-based compensation. The share-based compensation is in the form of fully paid-up shares of MIC S.A. Such shares are provided from the Company’s treasury shares or, if permitted, alternatively issued within MIC S.A.’s authorized share capital exclusively in exchange for the allocation from the share premium reserve (i.e., for nil consideration from the relevant directors), in each case divided by the average Millicom closing share price on the Nasdaq in the United States for the three-month period ending April 30, 2024, or US$18.56 per share, provided that shares shall not be issued below the par value. Executive directors (i.e. those directors that received compensation as employees of MIC S.A.) did not receive any remuneration in their capacity as directors.
Director remuneration (Board and Committees) for the year ended December 31, 2024 and December 31, 2023 (covering the period from May 31, 2024 to the date of the AGM in May 2025 as resolved at the shareholder meeting on May 23, 2024) is set forth in the following table. See Board Committees section for details on those directors that are also committee members.
79

2024 2023
Name of Director Cash-based fee Share-based fee (i) Total Cash-based fee Share-based fee (i) Total
In thousands of USD
Maxime Lombardini (Director since May 2024 ; Chair since September 2024) (ii) Not Applicable Not Applicable
Ms. Maria Teresa Arnal (since May 2023) $67.5 $105.0 $172.5 $67.5 $105.0 $172.5
Mr. Bruce Churchill $80.0 $105.0 $185.0 $90.0 $105.0 $195.0
Ms. Justine Dimovic (since May 2024) $77.5 $105.0 $182.5 Not Applicable
Mr. Tomas Eliasson $100.0 $105.0 $205.0 $100.0 $105.0 $205.0
Ms. Blanca Treviño de Vega (since May 2023) $77.5 $105.0 $182.5 $77.5 $105.0 $182.5
Mr. Jules Niel (since September 2024) (iii) Not Applicable Not Applicable
Mr. Pierre-Emmanuel Durand (since September 2024) (iii) Not Applicable Not Applicable
Former Directors
Mr. José Antonío Rios García - Former chair of the Board (until August 2023) Not Applicable $105.0 $210.0 $315.0
Ms. Pernille Erenbjerg - Deputy Chair of the Board (until May 2024) Not Applicable $100.0 $160.0 $260.0
Mr. Mauricio Ramos (ii) Not Applicable Not Applicable
Mr. Michael Golan (since May 2023 and until May 2024) (iii) Not Applicable Not Applicable
Mr. Nicolas Jaeger (until January 2024) Not Applicable $67.5 $105.0 $172.5
Ms. Aude Durand (since May 2023 and until September 2024) $107.5 $105.0 $212.5 Not Applicable
Mr. Thomas Reynaud (Until September 2024) $55.0 $105.0 $160.0 $67.5 $105.0 $172.5
Total (iv) $565.0 $735.0 $1,300.0 $675.0 $1,000.0 $1,675.0
(i)    Share-based compensation for the period from May 23, 2024 to May 2025 was calculated by dividing the approved remuneration by the average Millicom closing share price on the Nasdaq in the US for the three-month period ending April 30, 2024 and represented a total of 31,685 shares.
(ii) Remuneration not payable while the Chair or a Board member receives compensation as an employee of Millicom.
(iii)    Mr. Jules Niel, Mr. Pierre-Emmanuel Durand and Mr. Golan declined to receive any director remuneration.
(iv)     Total remuneration for the period from May 31, 2024 to May 2025 after deduction of applicable withholding tax at source comprised 58% in shares and 42% in cash (2023: 75% in shares and 25% in cash).



Remuneration of Executive Management
See our Compensation information section.

Employees
As of December 31, 2024, the Millicom Group had approximately 14,000 employees, 17,000 employees in 2023 and 19,000 employees in 2022. Management believes that relations with the employees are good. Some of our employees belong to a union and approximately 13% of our employees participated in collective bargaining agreements as of December 31, 2024. The temporary employees of the Company corresponded to 6% of the total number of employees as of December 31, 2024.

80

FINANCIAL INFORMATION
Consolidated Statements and Other Financial Information
Financial Statements
Consolidated financial statements are set forth under “Financial Statements.”
Legal Proceedings
General litigation
In the ordinary course of business, Millicom is a party to various litigation or arbitration matters in each jurisdiction in which we operate. The principal categories of litigation to which we are subject include the following:
•    commercial claims, which include claims from third-party dealers, suppliers and customers alleging breaches or improper terminations of commercial agreements, or the charging of fees not in compliance with applicable law;
•    regulatory claims, which consist primarily of consumer claims, as well as complaints regarding the locations of antennae and other equipment; and
•    labor and employment claims, including claims for wrongful termination and unpaid severance or other benefits.
By category of litigation, commercial claims account for a majority of the litigation matters to which we are party by both number of cases and total potential exposure based on the amount claimed.
By geography, litigation matters in Colombia represent a majority of the litigation matters to which we are party by both number of cases and total potential exposure. This is due to the size of our operations in Colombia, the comparatively high general prevalence of litigation there, and consumer protection and quality of service regulations which facilitate claims against telecommunications companies.
In addition, from time to time, Millicom is subject to governmental and regulatory inquiries and investigations.
For additional details, see note G.3.1. to our audited consolidated financial statements.
Tax disputes
In addition to the litigation matters describe above, we have ongoing tax claims and disputes in most of our markets. Generally, these disputes relate to differences with the tax authorities following their completion of audits for prior tax years dating back to 2007 or challenges by the tax authorities to our interpretation of tax regulations. Examples of these challenges and disputes relate to issues such as the following:
•    the applicability, deductibility or reporting of VAT or sales tax in Honduras, El Salvador and Costa Rica;
•    withholding tax payable on commissions, interconnection services, roaming, services fees and finance leases in Bolivia, El Salvador, Guatemala, Honduras and Paraguay;
•    the application of stamp tax on dividend payments in Guatemala;
•    the deductibility of expenses and interest on shareholder loans and other debt instruments in El Salvador, Nicaragua and Costa Rica;
•    the deductibility of management, royalty and service fees paid to MIC S.A. by our operations in El Salvador, Honduras and Nicaragua;
•    deductibility of commissions and discounts on handsets in Honduras and El Salvador;
•    the deductibility of expenses for depreciation and amortization in Colombia, Guatemala, Nicaragua and Paraguay;
•the application of the territoriality principle in the determination of the taxable base of municipal taxes in Colombia and Nicaragua; and
•withholding tax and deductibility of expenses due to the application of double tax treaties in Bolivia and Panama.
81

In many instances, the tax authorities seek to impose substantial penalties and interest charges while the disputed amounts remain unpaid, as we seek resolution through negotiations or court proceedings, resulting in significantly higher total claims than we expect the tax authorities will receive once the matter has been finally resolved. We work with the local tax authorities to substantiate claims or negotiate settlement amounts to close an audit, except in those instances where we are challenging or appealing the tax authorities’ claims.
For additional details, see note G.3.2. to our audited consolidated financial statements.
Dividend and Share Repurchase Plans
For a description of the shareholders’ rights to receive dividends, the conditions to declare and pay dividends and the terms of the current share repurchase plan, please refer to "Corporate Governance—Corporate Governance Statement and Framework."

Significant Changes
No significant changes have occurred other than as described in this Annual Report since the date of our most recent audited consolidated financial statements.
THE OFFER AND LISTING
Offer and Listing Details
The principal trading market of MIC S.A.'s common shares is the Nasdaq Stock Market's Global Select Market (the "Nasdaq Global Select Market") in the United States, where MIC S.A.'s common shares are listed and trade. MIC S.A.'s common shares have been listed on the Nasdaq Global Select Market since January 9, 2019, and they had previously been listed on the Nasdaq Global Select Market until May 27, 2011.
MIC S.A. terminated its Swedish depository receipt program on March 17, 2025, and as a result, there are no Swedish depository receipts outstanding.
Markets
MIC S.A.’s common shares are listed on the Nasdaq Global Select Market in the United States under the symbol “TIGO.”
MIC S.A.'s Swedish depository receipts were listed on the main market of Nasdaq Stockholm under the symbol “TIGO SDB" (formerly "MIC_SDB”) until March 17, 2025.
ADDITIONAL INFORMATION
Related Party Transactions
The related party transactions disclosures in our audited consolidated financial statements are in some respects broader than that required by Form 20-F. For purposes of consistency of presentation, references to "related parties" refer to the broader definition that is used in our audited consolidated financial statements. The Company conducts transactions with certain related parties on normal commercial terms and conditions as described in Note G.5. to our audited consolidated financial statements .



82

Material Contracts
Revolving Credit Facility
MIC S.A. has a $600 million revolving credit facility that matures on October 15, 2025, with an option to extend for two one-year periods. The facility is governed by the revolving credit agreement, dated October 15, 2020, among Millicom International Cellular S.A., the lenders from time to time party thereto, and the Bank of Nova Scotia. The revolving credit agreement is included as Exhibit 4.2 to this Annual Report.
Amendment no. 1 to the revolving credit facility, dated June 26, 2023, updated certain provisions to reflect the transition from LIBOR to SOFR as the reference rate. The amendment no. 1 is included as Exhibit 4.3 to this Annual Report.
Amendment no. 2 to the revolving credit facility, dated August 22, 2024, extended the maturity of $565 million of the available $600 million ESG-linked revolving credit facility by two years to October 15, 2027. The amendment no. 2 is included as Exhibit 4.4 to this Annual Report.
Credit and Guaranty Agreement
Telemóvil El Salvador, S.A. de C.V. and Telefonía Celular de Nicaragua, S.A. have a $225 million credit agreement that matures on September 12, 2027. The credit agreement is governed by the credit and guaranty agreement, dated September 12, 2022, among Telemóvil El Salvador, S.A. de C.V. and Telefonía Celular de Nicaragua, S.A., as borrowers, Millicom International Cellular S.A., as guarantor, the lenders named therein, and the Bank of Nova Scotia, as administrative agent. The credit and guaranty agreement is included as Exhibit 4.12 to this Annual Report.
2032 7.500% Senior Notes
On April 2, 2024, MIC S.A. issued $450 million aggregate principal amount of 7.375% senior notes that mature on April 2, 2032 . The notes were issued pursuant to the indenture, dated as of April 2, 2024, by and among MIC S.A. and Citibank, N.A., London Branch. The indenture is included as Exhibit 4.14 to this Annual Report.
2031 4.500% Senior Notes
On October 19, 2020, MIC S.A. issued $500 million 4.500% senior notes that mature on April 27, 2031 (the “Original 4.500% Notes”). The notes were issued pursuant to the indenture for the $500 million 4.500% Senior Notes due 2031, dated October 27, 2020, between Millicom International Cellular S.A., Citibank, N.A., London Branch and Citigroup Global Markets Europe AG. The indenture is included as Exhibit 4.6 to this Annual Report (the “2020 Indenture”). In addition, on September 24, 2021, MIC S.A. issued $308 million of additional notes of the same series pursuant to the 2020 Indenture, which are treated as a single class with the Original 4.500% Notes.
2028 5.125% Senior Notes
On September 20, 2017, MIC S.A. issued a $500 million 5.125% fixed interest rate bond that matures on January 15, 2028. The bond was issued pursuant to the amended and restated indenture for the $500 million 5.125% Senior Notes due 2028, dated May 30, 2018, between Millicom International Cellular S.A., Citibank, N.A., London Branch and Citigroup Global Markets Deutschland AG. The amended and restated indenture is included as Exhibit 4.1 to this Annual Report.
2029 6.250% Senior Notes
On March 25, 2019, to help finance the Telefónica CAM Acquisitions, MIC S.A. issued $750 million aggregate principal amount of its 6.250% Senior Notes due 2029. The notes were issued pursuant to the indenture for the $750 million 6.250% Senior Notes due 2029, dated March 25, 2019, between Millicom International Cellular S.A., Citibank S.A., London Branch and Citigroup Global Markets Europe AG. The indenture is included as Exhibit 4.5 to this Annual Report.
2027 5.875% Senior Notes
On April 5, 2019, the Company's subsidiary Telefónica Celular del Paraguay S.A. issued $300 million aggregate principal amount of 5.875% Senior Notes due 2027 (the "Original 5.875% Notes").
83

The notes were issued pursuant to the indenture for the $300 million 5.875% Senior Notes due 2027, dated April 5, 2019, between Telefónica Celular del Paraguay S.A., Citibank, N.A. and Banque Internationale à Luxembourg SA (the "2027 Indenture"). The 2027 Indenture is included as Exhibit 4.8 to this Annual Report. In addition, on January 28, 2020, Telefónica Celular del Paraguay S.A. issued $250 million of additional notes of the same series pursuant to the first supplemental indenture to the 2027 Indenture, which are treated as a single class with the Original 5.875% Notes. The first supplemental indenture is included as Exhibit 4.7 to this Annual Report.
2030 4.500% Senior Notes
On October 28, 2019, the Company's subsidiary Telecomunicaciones Digitales, S.A. (formerly known as Cable Onda S.A.) issued $600 million aggregate principal amount of 4.500% Senior Notes due 2030. The notes were issued pursuant to the indenture for the $600 million 4.500% Senior Notes due 2030, dated October 28, 2019, among Cable Onda, S.A., Citibank, N.A. and Banque Internationale à Luxembourg SA. The indenture is included as Exhibit 4.9 to this Annual Report.
2032 5.125% Senior Notes
On February 3, 2022, Walkers Fiduciary Limited, the trustee of CT Trust, issued $900 million aggregate principal amount of 5.125% Senior Notes due 2032. The notes are guaranteed by the Company’s subsidiaries in Guatemala and were issued pursuant to the indenture for the 5.125% Senior Notes due 2032, dated February 3, 2022, among Walkers Fiduciary Limited, the guarantors named therein, and the Bank of New York Mellon. The indenture is included as Exhibit 4.10 to this Annual Report.
2027 Floating-Rate Senior Unsecured Sustainability Bond
On January 13, 2022, MIC S.A. completed its offering of a SEK 2.25 billion (approximately $252 million) floating-rate senior unsecured sustainability bond due 2027, which is included as Exhibit 4.11 to this Annual Report.
Exchange Controls
There are no governmental laws, decrees, regulations or other legislation of Luxembourg that may affect:
•    the import or export of capital including the availability of cash and cash equivalents for use by the Millicom Group, or
•    the remittance of dividends, interests or other payments to non-resident holders of MIC S.A.’s securities other than those deriving from the U.S.-Luxembourg double taxation treaty.
Taxation
Luxembourg Tax Considerations
The following information is of a general nature only on certain tax considerations effective in Luxembourg in relation to holders of shares in respect of the ownership and disposition of shares in MIC S.A. and does not purport to be a comprehensive description of all of the tax considerations that might be relevant to an investment decision in such company. It is included herein solely for preliminary information purposes and is not intended to be, nor should it be construed to be, legal or tax advice. The information contained herein is based on the laws presently in force in Luxembourg on the date hereof, and thus subject to any change in law that may take effect after such date. Shareholders in MIC S.A. should therefore consult their own professional advisers as to the effects of state, local or foreign laws, including Luxembourg tax law, to which they may be subject.

Please be aware that the residence concept used under the respective headings below applies for Luxembourg income tax assessment purposes only. Any reference in the present section to a tax, duty, levy, impost or other charge or withholding of a similar nature, or to any other concepts, refers to Luxembourg tax law or concepts only. Further, any reference to a resident corporate shareholder/taxpayer includes non-resident corporate shareholders/taxpayers carrying out business activities through a permanent establishment, a permanent representative or a fixed place of business in Luxembourg to which assets would be attributable. Also, please note that a reference to Luxembourg income tax encompasses corporate income tax (impôt sur le revenu des collectivités), municipal business tax (impôt commercial communal), a solidarity surcharge (contribution au fonds pour l’emploi), as well as personal income tax (impôt sur le revenu) generally. Corporate shareholders may further be subject to net wealth tax (impôts sur la fortune), as well as other duties, levies or taxes.
84

Corporate income tax, municipal business tax, as well as the solidarity surcharge invariably apply to most corporate taxpayers resident in Luxembourg for tax purposes. Individual taxpayers are generally subject to personal income tax and the solidarity surcharge. Under certain circumstances, where an individual taxpayer acts in the course of the management of a professional or business undertaking, municipal business tax may apply as well.

(a)    Luxembourg withholding tax on dividends paid on MIC S.A. shares
Dividends distributed by MIC S.A. will in principle be subject to Luxembourg withholding tax at the rate of 15%. An exemption from Luxembourg withholding tax may apply under Article 147 of the Luxembourg income tax law (“LITL”) or under the specific provisions of a double tax treaty (if applicable).

Luxembourg resident corporate holders
No dividend withholding should apply on dividends paid by MIC S.A. to (i) a Luxembourg resident company if the conditions of Article 147 LITL are met, meaning that the Luxembourg residence corporate holder should be a collective entity covered by article 2 of the EU Parent Subsidiary (Council Directive 2011/96/EU of November 30, 2011), (ii) a fully taxable (capital) company not listed in the appendix to article 166 LITL, paragraph 10, or (iii) the Luxembourg State, a Luxembourg commune or a Luxembourg syndicate of communes or an undertaking of a Luxembourg public body or to a Luxembourg permanent establishment of a collective entity under (i), (ii) or (iii)), holding shares which meets the qualifying participation test (10% of the share capital or acquisition price of the shares of at least €1.2 million held or committed to be held for a minimum of 12 months).

Luxembourg resident individual holders
Luxembourg withholding tax on dividends paid by MIC S.A. to a Luxembourg resident individual holder may entitle such holder to a tax credit for the tax withheld.
Non-Luxembourg resident holders
Non-Luxembourg resident shareholders of MIC S.A. should benefit from a withholding tax exemption if the conditions of Article 147 LITL are met, meaning a 10% shareholding or share acquisition price of €1.2 million held or committed to be held for 12 consecutive months, and that the non-Luxembourg resident should either be (i) an entity which falls within the scope of Article 2 of the European Council Directive 2011/96/EU, as amended (the “Parent-Subsidiary Directive”) and that is not excluded to benefit from this directive under its mandatory general anti-avoidance rule as implemented in Luxembourg, (ii) a corporate holder subject to a tax comparable to Luxembourg corporate income tax (at least 8.5% for fiscal year 2024 and 8% for fiscal year 2025) and that is resident in a country having concluded a double tax treaty with Luxembourg (such as the United States), (iii) a corporate holder subject to a tax comparable to Luxembourg corporate income tax (at least 8.5% for fiscal year 2024 and 8% for fiscal year 2025) resident in a State member of the European Economic Area other than a Member State of the EU (or to a Luxembourg permanent establishment of such company) or (iv) a corporate holder resident in Switzerland subject to corporate income tax in Switzerland without benefiting from a tax exemption.

Non-Luxembourg resident holders which do not fall within the scope of Article 147 LITL withholding tax exemption but resident in a State with which Luxembourg has concluded a double tax treaty may claim a reduced withholding tax under the conditions set forth in the relevant double tax treaty.
In the case the non-Luxembourg resident holder fulfills the requirements to benefit from a withholding tax exemption or is entitled to a reduced withholding tax under an applicable double tax treaty but has been subject to this 15% withholding tax, it may claim a refund from the Luxembourg tax administration.
(b)    Luxembourg income tax on dividends and capital gains received from MIC S.A. shares
Fully taxable resident corporate shareholders
During fiscal year 2024, for resident corporate taxpayers, dividends (and other payments) derived from shares held in a company and capital gains realized on the sale of shares in a company are, in principle, fully taxable and thus subject to a combined corporate income tax rate of 24.94% (for resident corporate taxpayers established in Luxembourg City and having a tax base exceeding EUR 200,000), and since January 1, 2025 to a combined corporate income tax rate of 23.87% (for resident corporate taxpayers established in Luxembourg City and having a tax base exceeding €200,000), except that, as described in further detail below, (i) dividends can benefit either from a full exemption if the conditions of article 166 LITL are met or from a 50% exemption if the conditions of Article 115 (15a) LITL are met, and (ii) capital gains realized by resident corporate shareholders are fully exempt if the conditions of the Grand Ducal Decree of December 21, 2002 (as amended), are fulfilled.
85


Under the Luxembourg participation exemption on dividends as implemented by Article 166 LITL, dividends derived from shares may be exempt from income tax at the level of the resident corporate shareholder if cumulatively, (i) the shareholder is either (a) a fully taxable resident collective entity taking one of the forms listed in the appendix to paragraph 10 of Article 166 LITL, (b) a fully taxable resident corporation not listed in the appendix to paragraph 10 of Article 166 LITL, (c) a permanent establishment of a collective entity referred to in Article 2 of the Parent-Subsidiary Directive, (d) a permanent establishment of a corporation resident in a State with which the Grand Duchy of Luxembourg has signed an agreement in an attempt to avoid double taxation, or (e) a permanent establishment of a corporation or a cooperative society resident in a State party to the European Economic Area Agreement other than a Member State of the European Union, (ii) the subsidiary is either (a) a collective entity referred to in Article 2 of the Parent-Subsidiary Directive, (b) a fully taxable resident corporation not listed in the appendix to paragraph (10) of Article 166 LITL, or (c) a non-resident corporation fully subject to a tax corresponding to the Luxembourg corporate income tax, and (iii) the shareholder has held or commits itself to hold, for an uninterrupted period of at least 12 months, a participation representing at least 10% in the share capital of the subsidiary or an acquisition price of at least €1.2 million. Liquidation proceeds are deemed to be a received dividend and may be exempt under the same conditions. The participation through an entity that is transparent for Luxembourg income tax purposes is to be considered as direct participation in proportion to the amount held in the net assets invested in that tax transparent entity.
The Luxembourg participation exemption regime may be denied if the income is (i) deductible in the other EU Member State paying such income or (ii) paid as part of an arrangement or a series of arrangements that, having been put into place with the main purpose or one of the main purposes of obtaining a tax advantage that defeats the object or purpose of the Parent-Subsidiary Directive, is not genuine having regard to all relevant facts and circumstances. For the purposes of this anti-avoidance rule, an arrangement, which may comprise several steps or parts, or a series of arrangements, is considered as not genuine to the extent that it is not put into place for valid commercial reasons that reflect economic reality.
Expenses, including interest expenses and impairments, in direct economic relation with the shareholding held by a resident corporate shareholder should not be deductible for income tax purposes up to the amount of any exempt dividend derived during the same financial year. Expenses exceeding the amount of the exempt dividend received from such shareholding during the same financial year should remain deductible for income tax purposes.
If the conditions of the Luxembourg participation exemption, as described above, are not met, 50% of the gross amount of dividends may be exempt from corporate income tax in accordance with Article 115 (15a) LITL if such dividends are received from (i) a fully taxable corporation resident in Luxembourg, (ii) a corporation (a) resident in a State with which the Grand Duchy of Luxembourg has signed an agreement in an attempt to avoid double taxation, and (b) fully subject to a tax corresponding to the Luxembourg corporate income tax, or (iii) a company resident in a Member State of the European Union and referred to in Article 2 of the Parent-Subsidiary Directive.
Capital gains realized on shares by resident corporate shareholders may be exempt from corporate income tax if the conditions mentioned above under the Luxembourg participation exemption on dividends are met, except that the acquisition price must be of at least €6 million instead of €1.2 million. The participation through an entity that is transparent for Luxembourg income tax purposes is to be considered as direct participation in proportion to the amount held in the net assets invested in that tax transparent entity. Taxable gains are determined as being the difference between the price for which the shares have been disposed of and the lower of their cost or book value.
Capital gains realized upon the disposal of shares should remain taxable for an amount corresponding to the sum of the expenses related to the shareholding and impairments recorded on the shareholding that reduced the taxable basis of the resident corporate shareholder in the year of disposal or in previous financial years.
Effective from fiscal year 2025, a taxpayer residing in Luxembourg may elect to forgo the advantages conferred by the Luxembourg participation exemption concerning dividends, liquidation proceeds, and capital gains. Additionally, the taxpayer may waive the 50% tax exemption applicable to dividend income derived from a qualifying shareholding or realized from the disposal of a qualifying shareholding.

This election is permissible exclusively in instances where the Luxembourg participation exemption regime would have been applicable based on the acquisition price criterion, specifically, a threshold of €1.2 million for dividends and liquidation proceeds, and €6 million for capital gains. It is important to note that this option to opt out is not available if the taxpayer would have qualified for the Luxembourg participation exemption regime solely by meeting the 10% holding threshold criterion.
86


The waiver must be formally exercised for each individual tax year and for each respective shareholding. In the absence of such an election, the Luxembourg participation exemption regime will be automatically applied, provided that all requisite conditions are satisfied.

Resident corporate shareholders with a special tax regime
A resident corporate shareholder that is governed by the law of May 11, 2007, on Family Estate Management Companies (as amended) or by the Law of February 13, 2007, on Specialized Investment Funds (as amended) or by the Law of December 17, 2010, on Undertakings for Collective Investment (as amended) or by the law of July 23, 2016, on Reserved Alternative Investment Funds not having the exclusive purpose of investing in risk capital, is not subject to Luxembourg income tax; thus, neither dividends (and other payments) derived from shares held in a company nor capital gains realized on the sale or disposal, in any form whatsoever, of shares in a company, are taxable at the level of such resident corporate shareholders.

Resident individual shareholders
For resident individual shareholders, dividends derived from shares and capital gains realized on the sale of shares are, in principle, subject to income tax at the progressive ordinary rate (with a current effective marginal rate of up to 42%). Such income tax rate is increased by 7% for income not exceeding €150,000 for single taxpayers and €300,000 for couples taxed jointly, and by 9% for income above these amounts. In addition, a 1.4% dependence insurance contribution is due.
50% of the gross amount of dividends derived from shares may however be exempt from income tax, if the conditions laid down under Article 115 (15a) LITL, as described above, are complied with. In addition, a total lump-sum of €1,500 (which is doubled for taxpayers who are jointly taxable) is deductible from the total of dividends received during the tax year in order to determine the total taxable amount of investment income of the taxpayer.
Capital gains realized on the disposal of the shares by resident individual shareholders who act in the course of the management of their private wealth, will in principle only be taxable if said capital gains qualify either as speculative gains or as gains on a substantial participation. A disposal may include a sale, an exchange, a contribution or any other kind of alienation of shares. Capital gains are deemed to be speculative if the shares are disposed within six months after their acquisition or if their disposal precedes their acquisition. Speculative gains realized during the year that are equal to, or are greater than, €500 are subject to income tax at ordinary rates. A participation is deemed to be substantial where a resident individual shareholder holds, either alone or together with his spouse, his partner or minor children, directly or indirectly, at any time within the 5 years preceding the disposal, more than 10% of share capital of a collective entity. A shareholder is also deemed to alienate a substantial participation if such participation (i) has been acquired free of charge, within the 5 years preceding the transfer, and (ii) was constituting a substantial participation in the hands of the alienator (or the alienators in case of successive transfers free of charge within the same 5-year period). Capital gains realized on a substantial participation more than six months after the acquisition thereof may benefit from an allowance of up to €50,000 granted for a ten-year period (which is doubled for taxpayers who are jointly taxable). They are subject to income tax according to the half-global rate method (i.e., the average rate applicable to the total income is calculated according to progressive income tax rates and half of the average rate is applied to the capital gains realized on the substantial participation).
Capital gains realized on the disposal of the Company’s shares by resident individual shareholders, who act in the course of their professional or business activity, are subject to income tax at ordinary rates. Taxable gains are determined as being the difference between the price for which the shares have been disposed of and the lower of their cost or book value.
Non-resident shareholders
Non-resident shareholders (either individual or corporate) owning a non-substantial shareholding are exempt from capital gains taxes. Non-resident shareholders owning a substantial shareholding (more than 10% of share capital of a collective entity) are taxable in Luxembourg on a capital gain realized upon the disposal if at the date of the disposal the shareholding has been owned for not more than six months, unless the non-resident shareholder is resident in a treaty country and the treaty allocates the taxation right for the capital gain to the country of residence. In this latter case, no capital gains tax will be due by non-resident shareholder. Capital gains realized on the disposal of shares by non-resident shareholders that have been owned for more than 6 months are not subject to Luxembourg income tax.
87



(c)    Other Taxes
Net wealth tax
Whilst non-resident corporate taxpayers may only be subject to Net Wealth Tax (“NWT”) on the net assets attributable to a permanent establishment located in Luxembourg or on real estate assets located in Luxembourg, resident corporate taxpayers are in principle subject to NWT at the rate of 0.5% for net wealth up to €500 million and at 0.05% for net wealth exceeding this threshold, unless a double tax treaty provides for an exemption or the asset may benefit from the Luxembourg participation exemption regime. Net worth is referred to as the unitary value (valeur unitaire), as determined at 1 January of each year. The unitary value is basically calculated as the difference between (a) assets estimated at their fair market value and (b) liabilities vis-à-vis third parties, unless one of the exceptions mentioned below are satisfied.

A resident corporate shareholder will be subject to NWT on shares, except if (i) the shareholder is a securitization company governed by the Law of March 22, 2004, on Securitization (as amended) or an investment company in risk capital governed by the Law of June 15, 2004, on Venture Capital Vehicles (as amended) or a specialized investment fund governed by the Law of February 13, 2007, on Specialized Investment Funds (as amended) or a family wealth management company governed by the Law of May 11, 2007, on Family Estate Management Companies (as amended) or an undertaking for collective investment governed by the Law of December 17, 2010, on Undertakings for Collective Investment (as amended) or a pension-saving company as well as a pension-saving association, both governed by the Law of July 13, 2005 (as amended), or a reserved alternative investment fund governed by the law of July 23, 2016, or (ii) if the conditions mentioned above for the participation exemption regime on dividend income are met at the end of the previous year (except that no minimum holding period is required).

Effective until December 31, 2024, a resident corporate shareholder may further be subject to either a minimum NWT of €4,815 or to a progressive minimum net wealth tax from €535 to €32,100, which depends on the total assets on their balance sheet. The minimum net wealth tax of €4,815 will be applicable for a resident corporate shareholder, which has a minimum of 90% of fixed financial assets, transferable securities and cash at bank on its balance sheet, except if its accumulated fixed financial assets do not exceed €350,000, in which case it may benefit from a minimum net wealth tax of €535. Items (e.g., real estate properties or assets allocated to a permanent establishment) located in a treaty country, where the latter has the exclusive tax right, are not considered for the calculation of the 90% threshold.

Effective from January 1, 2025, the minimum NWT has been amended by the Law of 20 December 2024. The revised NWT rates will range from €535 to €4,815. From 2025 onward, the applicable threshold will be determined based on the taxpayer's total balance sheet rather than the composition of its assets. This amendment responds to the Constitutional Court's ruling on July 1, 2023, which declared the previous NWT unconstitutional due to its discriminatory effects among similarly situated taxpayers. The minimum NWT rates, effective from the fiscal year 2025, are (i) €535 for a balance sheet total up to and including €350,000; (ii) €1,605 for a balance sheet total exceeding €350,000 and up to and including €2 million; and (iii) €4,815 for a balance sheet total exceeding €2 million.

It is specified that the balance sheet used for calculating the Minimum NWT must be the closing balance sheet for the relevant tax year, in compliance with all corporate income tax provisions. Consequently, all figures must be derived from the commercial balance sheet, subject only to necessary revaluations required for CIT compliance.

Notwithstanding the above, shareholdings that qualify for the participation exemption and Luxembourg-situs real estate must be included in gross assets for this calculation. Conversely, foreign-situs real estate and other assets, such as those of a foreign branch whose income is excluded from the Luxembourg tax base under the provisions of a double tax treaty, shall not be included from the calculation of gross assets.

Despite the above mentioned exceptions, the minimum net wealth tax also applies if the resident corporate shareholder is a securitization company governed by the Law of March 22, 2004, on Securitization (as amended) or an investment company in risk capital governed by the Law of June 15, 2004, on Venture Capital Vehicles (as amended) or a pension-saving company as well as a pension-saving association, both governed by the Law of July 13, 2005 (as amended), or a reserved alternative investment fund having the exclusive purpose of investing in risk capital governed by the law of July 23, 2016.

88

The NWT charge for a given year can be avoided or reduced if a specific reserve, equal to five times the NWT to save, is created before the end of the subsequent tax year and maintained during the five following tax years. The net wealth tax reduction corresponds to one fifth of the reserve created, except that the maximum net wealth tax to be saved is limited to the corporate income tax amount due for the same tax year, including the employment fund surcharge, but before imputation of available tax credits.

Inheritance tax
Where a shareholder is a resident of Luxembourg for tax purposes at the time of his/her death, shares are included in his/her taxable estate for inheritance tax assessment purposes.
Gift tax
Gift tax may be due on a gift or donation of shares if recorded in a Luxembourg notarial deed or otherwise recorded in Luxembourg.
Registration taxes and stamp duties
In principle, neither the issuance of shares nor the disposal of shares is subject to Luxembourg registration tax or stamp duty.
However, a registration duty may be due (i) in the case where the deed acknowledging the issuance/disposal of shares is either attached (annexé) to a deed subject to a mandatory registration in Luxembourg (e.g., public deed) or lodged with a notary’s records (deposé au rang des minutes d’un notaire), or (ii) in case of a registration of such deed on a voluntary basis.
Material U.S. Federal Income Tax Considerations
The following is a description of material U.S. federal income tax consequences to the U.S. Holders described below of owning and disposing of our common shares. It does not describe all tax considerations that may be relevant to a particular person’s decision to hold common shares. This discussion applies only to a U.S. Holder that holds common shares as capital assets for U.S. federal income tax purposes. In addition, it does not describe all of the U.S. federal income tax consequences that may be relevant in light of the U.S. Holder’s particular circumstances, including alternative minimum tax consequences, the potential application of the provisions of the Internal Revenue Code of 1986, as amended (the “Code”) known as the Medicare contribution tax and tax consequences applicable to U.S. Holders subject to special rules, such as:
•    certain financial institutions;
•    dealers or traders in securities that use a mark-to-market method of tax accounting;
•    persons holding common shares as part of a hedging transaction, straddle, wash sale, conversion transaction or other integrated transaction or persons entering into a constructive sale with respect to the common shares;
•    persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;
•    entities classified as partnerships for U.S. federal income tax purposes;
•    tax-exempt entities, “individual retirement accounts” or “Roth IRAs”;
•    persons that own or are deemed to own ten percent or more of our shares, by vote or value;
•    persons who acquired our common shares pursuant to the exercise of an employee stock option or otherwise as compensation; or
•    persons holding common shares in connection with a trade or business conducted outside of the United States.
If an entity that is classified as a partnership for U.S. federal income tax purposes owns common shares, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships owning common shares and partners in such partnerships should consult their tax advisers as to the particular U.S. federal income tax consequences of owning and disposing of the common shares.
This discussion is based on the Code, administrative pronouncements, judicial decisions, final, temporary and proposed Treasury regulations, and the income tax treaty between Luxembourg and the United States (the “Treaty”) all as of the date hereof, any of which is subject to change or differing interpretations, possibly with retroactive effect.
89

A “U.S. Holder” is a person who, for U.S. federal income tax purposes, is a beneficial owner of our common shares and is:
•    an individual who is a citizen or resident of the United States;
•    a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state therein or the District of Columbia; or
•    an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.
This discussion does not address the effects of any state, local or non-U.S. tax laws, or any U.S. federal taxes other than income taxes (such as U.S. federal estate or gift tax consequences). U.S. Holders should consult their tax advisers concerning the U.S. federal, state, local and non-U.S. tax consequences of owning and disposing of our common shares in their particular circumstances.
Treasury regulations that apply to taxable years beginning on or after December 28, 2021 may in some circumstances prohibit a U.S. person from claiming a foreign tax credit with respect to certain non-U.S. taxes that are not creditable under applicable income tax treaties. Accordingly, U.S. investors that are not eligible for Treaty benefits should consult their tax advisers regarding the creditability or deductibility of any Luxembourgish taxes imposed on dividends on, or dispositions of, common shares. This discussion does not apply to investors in this special situation.
Except as described below, this discussion assumes that we are not, and will not become, a passive foreign investment company (a “PFIC”) for any taxable year.
Taxation of Distributions
Distributions paid on common shares, other than certain pro rata distributions of common shares, will generally be treated as dividends to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Because we do not maintain calculations of our earnings and profits under U.S. federal income tax principles, we expect that distributions generally will be reported to U.S. Holders as dividends. Subject to applicable limitations, dividends paid by qualified foreign corporations to certain non corporate U.S. Holders are taxable at rates applicable to long-term capital gains. A foreign corporation is treated as a qualified foreign corporation with respect to dividends paid on stock that is readily tradable on a securities market in the United States, such as the Nasdaq Stock Market, where our common shares are traded. U.S. Holders should consult their tax advisers to determine whether the favorable rates will apply to dividends they receive and whether they are subject to any special rules that limit their ability to be taxed at this favorable rate.
Dividends will not be eligible for the dividends received deduction generally available to U.S. corporations under the Code. Dividends will be included in a U.S. Holder’s income on the date of receipt. The amount of any dividend income paid in euros will be the U.S. dollar amount calculated by reference to the exchange rate in effect on the date of actual or constructive receipt, regardless of whether the payment is in fact converted into U.S. dollars at that time. If the dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder should not be required to recognize foreign currency gain or loss in respect of the dividend income. A U.S. Holder may have foreign currency gain or loss if the dividend is converted into U.S. dollars after the date of receipt.
Dividends will be foreign-source and will include any amount withheld by us in respect of Luxembourg income taxes. Subject to applicable limitations, some of which vary depending upon the U.S. Holder’s particular circumstances, non-refundable Luxembourg income taxes withheld from dividends at a rate not exceeding any applicable rate provided by the Treaty will be creditable against the U.S. Holder’s U.S. federal income tax liability. The rules governing foreign tax credits are complex and U.S. Holders should consult their tax advisers regarding the creditability of foreign taxes in their particular circumstances. In lieu of claiming a foreign tax credit, U.S. Holders may, at their election, deduct foreign taxes, including any Luxembourg income tax, in computing their taxable income, subject to generally applicable limitations under U.S. law. An election to deduct foreign taxes instead of claiming foreign tax credits applies to all foreign taxes paid or accrued in the taxable year.
Sale or Other Disposition of Common Shares
For U.S. federal income tax purposes, gain or loss realized on the sale or other disposition of common shares will be capital gain or loss, and will be long-term capital gain or loss if the U.S. Holder held the common shares for more than one year. The amount of the gain or loss will equal the difference between the U.S. Holder’s tax basis in the common shares disposed of and the amount realized on the disposition, in each case as determined in U.S. dollars. This gain or loss will generally be U.S.-source gain or loss for foreign tax credit purposes. The deductibility of capital losses is subject to limitations.
90

Passive Foreign Investment Company Rules
We believe that we were not a “passive foreign investment company” (a “PFIC”) for U.S. federal income tax purposes for our taxable year ended December 31, 2024. However, our PFIC status for any taxable year is an annual determination that depends on the composition of our income and assets and the market value of our assets, which may change from time to time. In addition, if we expand our lending activities in the future in any significant fashion, our risk of becoming a PFIC will increase. Accordingly, there can be no assurance that we will not be a PFIC for any taxable year. If we are a PFIC for any year during which a U.S. Holder holds common shares, we generally will continue to be treated as a PFIC with respect to that U.S. Holder for all succeeding years during which the U.S. Holder holds common shares, even if we cease to meet the threshold requirements for PFIC status.
If we are a PFIC for any taxable year during which a U.S. Holder holds common shares, gain recognized by a U.S. Holder on a sale or other disposition (including certain pledges) of the common shares will be allocated ratably over the U.S. Holder’s holding period for the common shares. The amounts allocated to the taxable year of the sale or other disposition and to any year before we became a PFIC will be taxed as ordinary income. The amount allocated to each other taxable year will be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year, and an interest charge will be imposed on the resulting tax liability for each such year. Further, to the extent that any distributions received by a U.S. Holder on its common shares in a taxable year exceed 125% of the average of the annual distributions on the common shares received during the preceding three years or the U.S. Holder’s holding period, whichever is shorter, such distributions will be subject to taxation in the same manner. If we were a PFIC, certain elections (such as mark-to-market election) may be available that would result in alternative tax consequences of owning and disposing of the common shares.
In addition, if we are a PFIC or, with respect to a particular U.S. Holder, are treated as a PFIC for the taxable year in which we pay a dividend or for the prior taxable year, the preferential dividend rate discussed above with respect to dividends paid to certain non-corporate U.S. Holders will not apply.
If a U.S. Holder owns common shares during any year in which we are a PFIC, the U.S. Holder generally must file annual reports on an IRS Form 8621 (or any successor form) with respect to us, generally with the U.S. Holder’s federal income tax return for that year.
U.S. Holders should consult their tax advisers concerning the potential application of the PFIC rules.
Information Reporting and Backup Withholding
Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries generally are subject to information reporting, and may be subject to backup withholding, unless (i) the U.S. Holder is a corporation or other exempt recipient or (ii) in the case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding.
The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against the holder’s U.S. federal income tax liability and may entitle it to a refund, provided that the required information is timely furnished to the IRS.
Certain U.S. Holders who are individuals or specified entities may be required to report information on their U.S. federal income tax returns relating to their ownership of our common shares, subject to certain exceptions (including an exception for common shares held in a financial account, in which case the account may be reportable if maintained by a non-U.S. financial institution).
U.S. Holders should consult their tax advisers regarding their reporting obligations with respect to their ownership and disposition of common shares.
Documents on Display
We are subject to the reporting and other informational requirements of the Exchange Act, except that as a foreign private issuer, we are not subject to the proxy rules or the short-swing profit disclosure rules of the Exchange Act, nor are we subject to the same requirements to file periodic reports and financial statements as U.S. companies whose securities are registered under the Exchange Act. In accordance with these statutory requirements, we file or furnish reports and other information with the SEC, which are available to the public through the SEC's website at www.sec.gov.
91

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The following information should be read together with note D. Financial risk management to our audited consolidated financial statements included elsewhere in this Annual Report.
Financial risk management
Millicom regularly performs financial risk management assessments to identify major risks and to take the necessary steps to mitigate such risks. The principal market risks to which we are exposed are interest rate risk, foreign currency exchange risk and non-repatriation. The Millicom Group analyzes each of these financial risks individually as well as on an interconnected basis and defines and implements strategies to manage the economic impact on the Millicom Group’s performance in line with its Group Treasury Policy. The "Group Treasury Policy" (including treasury and financial risk management) is annually updated by the Millicom Group's Treasury function and presented to the Audit and Compliance Committee. This policy was last reviewed in November 2024.
As part of the financial risk management strategy, the Millicom Group sets some targets in place to address and monitor financial risks, which include the use of derivatives and natural hedging instruments, such as raising debt in local currency (where the Group targets to maintain at least 40% of its debt in local currency) and maintaining at least 75%/25% of debt with fixed interest rates. The Group also implements some hedging strategies related to operational expenditure/capital expenditure, where it can cover up to six months forward of operating costs and capital expenditure denominated in non-functional currencies through a rolling and layering strategy. Millicom’s financial risk management strategies may include the use of derivatives to the extent a market would exist in the jurisdictions where the Millicom Group operates. Millicom’s policy prohibits the use of such derivatives in the context of speculative trading. From time to time, Millicom enters into currency and interest rate swap contracts to manage its exposure to fluctuations in interest rates and currency fluctuations in accordance with its Group Treasury policy.
On December 31, 2024 and 2023, the fair value of derivatives held by the Millicom Group may be summarized as follows:
December 31,
2024 2023
(U.S. dollars in millions)
Derivatives
Cash flow hedge derivatives - asset —  6 
Cash flow hedge derivatives - liability (59) (46)
Net derivative asset (liability) (59) (40)

Interest rate risk
Debt and financing issued at floating interest rates expose the Millicom Group to cash flow interest rate risk. Debt and financing issued at fixed interest rates expose the Millicom Group to fair value interest rate risk. The Millicom Group’s exposure to risk of changes in market interest rates relate to both of the above. The Millicom Group actively and periodically monitors interest rate risk and has implemented some internal targets within its strategy where it aims to maintain at least 75% of debt with fixed interest rates. The purpose of Millicom’s strategy is to achieve an optimal balance between cost of funding and volatility of financial results, while taking into account market conditions as well as our overall business strategy.
At December 31, 2024, approximately 84% of the Millicom Group’s borrowings are at a fixed rate of interest or for which variable rates have been swapped for fixed rates with interest rate swaps (2023: 80%). The table below summarizes our fixed rate debt and floating rate debt:
92

Amounts due within
1 year
1–2 years
2–3 years
3–4 years
4–5 years
>5 years
Total
At December 31, 2024
(U.S. dollars in millions)
Fixed rate financing 206  244  410  781  639  2,587  4,867 
Floating rate financing 75  213  286  124  44  206  948 
Total 281  457  696  905  683  2,793  5,815 
Weighted average nominal interest rate 6.67  % 6.99  % 7.47  % 6.39  % 6.72  % 5.56  % 6.22  %
At December 31, 2023
Fixed rate financing 190  369  403  582  855  2,912  5,311 
Floating rate financing 12  76  433  420  147  279  1,367 
Total (i)
 202  445  836  1,002  1,002  3,191  6,678 
Weighted average nominal interest rate 6.85  % 6.81  % 7.93  % 6.98  % 6.75  % 5.83  % 6.56  %
(i) Excluding vendor financing of $18 million, due within one year, as of December 31, 2023.

A 100 basis point fall or rise in market floating interest rates for all currencies in which the Group had borrowings at December 31, 2024 would increase or reduce profit before tax from continuing operations for the year by approximately $9 million (2023: $14 million).
Foreign currency risk
The Millicom Group is exposed to foreign exchange risk arising from various currency exposures in the countries in which it operates. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations. In the years ended December 31, 2024, 2023 and 2022, foreign currency exchange rate fluctuations resulted in a loss of $43 million, gain of $31 million and a loss of $84 million, respectively.
Millicom seeks to reduce its foreign currency exposure through a policy of matching, as far as possible, assets and liabilities denominated in foreign currencies, or entering into agreements that limit the risk of exposure to currency fluctuations against the U.S. dollar reporting currency. In some cases, Millicom may also borrow in U.S. dollars where it is either commercially more advantageous for joint ventures and subsidiaries to incur debt obligations in U.S. dollars or where U.S. dollar denominated borrowing is the only funding source available to a joint venture or subsidiary. In these circumstances, Millicom accepts the remaining currency risk associated with financing its joint ventures and subsidiaries, principally because of the relatively high cost of forward cover, when available, in the currencies in which the Millicom Group operates.
The following table summarizes debt denominated in U.S. dollars and other currencies at December 31, 2024 and 2023.
93

2024 2023
(U.S. dollars in millions)
December 31
Debt denominated in U.S. dollars 3,429  3,859 
Debt denominated in currencies of the following countries:
Guatemala 496  640 
Colombia 554  694 
Bolivia 153  246 
Paraguay 233  158 
El Salvador(i) 71  174 
Panama(i) 734  759 
Luxembourg (COP denominated) 33  38 
Costa Rica 113  110 
Total debt denominated in other currencies 2,386  2,819 
Total debt (ii) 5,815  6,678 
(i)    El Salvador's official unit of currency is the U.S. dollar, while Panama uses the U.S. dollar as legal tender. Our local debt in both countries is therefore denominated in U.S. dollars but presented as local currency (LCY).
(ii)    Excluding vendor financing of $18 million in Colombia, due within one year, as of December 31, 2023.

At December 31, 2024, if the U.S. dollar had weakened/strengthened by 10% against the other functional currencies of our operations and all other variables held constant, then profit before tax from continuing operations would have increased/decreased by $8 million (2023: $25 million), mainly as a result of the conversion of the USD-denominated net debts in our operations with functional currencies other than the U.S. dollar.
Non-repatriation risk
Millicom’s operating subsidiaries and joint ventures generate most of the revenue of the Millicom Group and in the currency of the countries in which they operate. Millicom is therefore dependent on the ability of its subsidiaries and joint venture operations to transfer funds to the Company.
Foreign exchange controls exist in some of the countries in which Millicom Group companies operate, and some of these controls significantly restrict the ability of these operations to pay interest, dividends, technical service fees, royalties or repay loans by exporting cash, instruments of credit or securities in foreign currencies. In addition, existing foreign exchange controls may be strengthened in countries where the Millicom Group operates, or foreign exchange controls may be introduced in countries where the Millicom Group operates that do not currently impose such restrictions. If such events were to occur, the Company’s ability to receive funds from the operations could be restricted even further, which would impact the Company’s ability to make payments on its interest and loans or pay dividends to its shareholders. As a policy, all operations which do not face restrictions to deposit funds offshore and in hard currencies should do so for the surplus cash generated on a weekly basis. The Company and its subsidiaries make use of physical cash pooling arrangements in hard currencies to the extent permitted.
In addition, in some countries it may be difficult to convert large amounts of local currency into foreign currency because of limited foreign exchange markets. The practical effects of this may be time delays in accumulating significant amounts of foreign currency and exchange risk, which could have an adverse effect on the Millicom Group. This is a relatively rare case for the countries in which the Millicom Group operates.
Lastly, repatriation most often gives rise to taxation, which is evidenced in the amount of taxes paid by the Millicom Group relative to the Corporate Income Tax reported in its statement of income.


94

CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of December 31, 2024, MIC S.A., under the supervision and with the participation of the Millicom Group’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of the Millicom Group’s disclosure controls and procedures. The Millicom Group’s disclosure controls and procedures are designed to ensure that information required to be disclosed under the Exchange Act is accumulated and communicated to the Millicom Group’s management to allow timely decisions regarding required disclosures. The Millicom Group’s management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which by their nature can provide only reasonable assurance regarding management’s control objectives.
Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2024, the Millicom Group’s disclosure controls and procedures are effective at the reasonable assurance level for recording, processing, summarizing and reporting the information the Company is required to disclose in the reports it files under the Exchange Act within the time periods specified in the SEC's rules and forms.
Management’s Annual Report on Internal Control over Financial Reporting
The Millicom Group’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the Group.
Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of the Group’s financial reporting as well as the preparation of consolidated financial statements for external reporting purposes in accordance with IFRS as issued by the International Accounting Standards Boards.
The Group’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Group; (2) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of consolidated financial statements in accordance with IFRS, and that receipts and expenditures of the Group are being made only in accordance with authorizations of management and directors of the Group; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Group’s assets that could have a material effect on the Group’s consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and, even when determined to be effective, can provide only reasonable assurance with respect to consolidated financial statements preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.
The Group’s management conducted an assessment of the effectiveness of the Group’s internal control over financial reporting as of December 31, 2024, based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its assessment, management believes that, as of December 31, 2024, the Group’s internal control over financial reporting is effective based on those criteria.
The Group’s internal control over financial reporting as of December 31, 2024 has been audited by KPMG LLP, the Group’s external independent registered public accounting firm, as stated in its report which follows.    
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of
Millicom International Cellular S.A.:
95

Opinion on Internal Control Over Financial Reporting We have audited Millicom International Cellular S.A. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statement of financial position of the Company as of December 31, 2024, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the year ended December 31, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated April 8, 2025 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP
Miami, Florida
April 8, 2025


96

Changes in Internal Control over Financial Reporting
There has been no change in the Group's internal control over financial reporting during 2024 that has materially affected, or is reasonably likely to materially affect, the Group's internal control over financial reporting.

AUDIT AND COMPLIANCE COMMITTEE FINANCIAL EXPERT
MIC S.A.’s Audit and Compliance Committee is chaired by Mr. Eliasson, and includes Ms. Dimovic and Ms. Trevino. MIC S.A.’s Board of Directors has determined that Mr. Eliasson has the professional experience and knowledge to qualify as “audit committee financial expert” as defined by SEC rules and is "independent" within the meaning of Nasdaq Listing Rule 5605(a)(2). MIC S.A.’s Board has also determined that each of Ms. Dimovic and Ms. Trevino is independent within the meaning of the independence requirements contemplated by Rule 10A-3 under the Exchange Act and the applicable Nasdaq listing rules.
CODE OF ETHICS
Millicom has a Code of Conduct that applies to all employees, contracted staff and management. In the year ended December 31, 2024, Millicom did not waive compliance with its Code of Conduct by its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Conduct is available at https://www.millicom.com/what-we-stand-for/governance/compliance/millicom-code-of-conduct/

CORPORATE GOVERNANCE
Corporate Governance Statement and Framework
Corporate Governance Statement
As a foreign private issuer incorporated in Luxembourg with its principal listing on the Nasdaq Global Select Market, Millicom follows the laws of the Grand Duchy of Luxembourg, its "home country" for corporate governance practices, in lieu of the provisions of the Nasdaq Stock Market's Marketplace Rule 5600 series. In particular, the Nasdaq Stock Market's rules:
(i)    provide for a quorum of no less than 33 1/3% of Millicom's outstanding shares, but Millicom's Articles of Association provide that no quorum is required for ordinary meetings (other than in respect of general meetings convened for the first time in relation to amendments to the Articles of Association);
(ii)    provide for the involvement of independent directors in the selection of director nominees, but Millicom permits its director nominations committee to be comprised of shareholder representatives;
(iii)    require each Compensation Committee member to be an independent director for purposes of the Nasdaq Stock Market’s Marketplace Rule 5605(d)(2). However, to preserve greater flexibility in who may be appointed to the Compensation and Talent Committee, Millicom does not require the Compensation and Talent Committee to be comprised solely of directors who qualify as independent for such purposes;
(iv)    require listed companies to have regularly scheduled meetings at which only independent directors are present, but Millicom does not impose such a requirement;
(v)    require third-party compensation disclosure, but Millicom does not disclose third-party compensation provided to its directors or director nominees; and
(vi)    require independent director oversight of director nominations, but Millicom allows its nomination committee to be appointed by the Company’s major shareholders and not a committee of the Board of Directors.
In addition, we may opt out of shareholder approval requirements for the issuance of securities in connection with certain events such as the acquisition of stock or assets of another company, the establishment of or amendments to equity-based compensation plans for employees, a change of control of us and certain private placements. To this extent, our practice will vary from the requirements of Nasdaq Listing Rules, which generally require an issuer to obtain shareholder approval for the issuance of securities in connection with such events.
97


Corporate Governance Framework
Articles of Association
Millicom International Cellular S.A. (“Millicom” or the “Company”) is a public limited liability company (société anonyme) governed by the Luxembourg Law of August 10, 1915, on Commercial Companies (as amended). The Company was incorporated on June 16, 1992, and registered with the Luxembourg Trade and Companies’ Register (Registre du Commerce et des Sociétés de Luxembourg) under number B 40 630. The Millicom Group comprises Millicom and its subsidiaries, joint ventures and associates. The Articles of Association of MIC S.A. define its purpose inter alia as follows: “... to engage in all transactions pertaining directly or indirectly to the acquisition and holding of participating interests, in any form whatsoever, in any Luxembourg or foreign business enterprise, including but not limited to, the administration, management, control and development of any such enterprise." The valid Articles of Association are filed herewith as Exhibit 1.1.
Shares
MIC S.A. has only one class of shares, common shares. Each share entitles its holder to: one vote at the general meeting of shareholders; receive dividends when such distributions are decided (subject as well to restrictions in the agreements governing our indebtedness); and share in any surplus left after the payment of all the creditors in the event of liquidation. There is a preferential subscription right pursuant to Luxembourg corporate law under any share or rights issue for cash, unless the Board of Directors, within the limits specified in the Articles of Association, or an extraordinary general meeting of shareholders, as the case may be, restricts the exercise thereof. The Company's Articles of Association do not impose any restrictions on the transfer of shares. MIC S.A. shares are not subject to any sinking fund provision and as all of the issued shares in MIC S.A.’s capital are fully paid up, none of MIC S.A.’s shareholders are liable for further capital calls. Following Luxembourg law, any change to the rights attached to the shares of MIC S.A. require an amendment of the Company’s Articles of Association through the approval of shareholders at an extraordinary shareholders’ meeting duly convened and held before a Luxembourg notary, with a two-thirds majority vote of the shares represented at the meeting. Any increase to the obligations attached to shares may be adopted only with the unanimous consent of all shareholders.

The Articles of Association provide for the possibility and set out the terms for the repurchase by MIC S.A. of its own shares, which repurchase must be approved in accordance with applicable law and the rules of any exchange on which MIC S.A.’s shares are listed.
An annual share repurchase plan was approved at our 2024 AGM (the "2024 Authorization") that authorized the Board of Directors, at any time between May 23, 2024 and the date of the 2025 AGM, provided the required levels of distributable reserves are met by MIC S.A. at that time, to engage in a share repurchase plan of MIC S.A.’s common shares to be carried out for all purposes allowed or which would become authorized by the laws and regulations in force, and in particular the Luxembourg law of August 10, 1915 on commercial companies, as amended (the “Share Repurchase Plan”) by using its available cash reserves.
The maximum number of common shares that may be acquired may not exceed ten percent (10%) of Millicom's outstanding share capital as of the date when the start of a share repurchase program is announced by press release. The maximum number of common shares includes repurchases of common shares represented by SDRs prior to the termination of the Company's SDR program on March 17, 2025.
For shares repurchased on a regulated market where the shares are traded, the price per share shall be within the registered interval for the share price prevailing at any time (the so called spread), that is, the interval between the highest buying rate and the lowest selling rate of the shares on the market on which the purchases are made. For any other shares repurchased, the price per share may not exceed 110% of the most recent closing trading price of the shares on the Nasdaq Stock Market in the U.S., provided that the minimum repurchase price is above SEK 50 (or USD equivalent).
Under the 2024 Authorization, the Board announced on November 29, 2024 a share repurchase program for up to $150 million of Millicom's shares. The purpose of the share repurchase program is to reduce the capital of Millicom by distributing funds to the shareholders, thus enhancing shareholder value, and to meet obligations under Millicom’s share-based incentive plans or other compensation programs. The share repurchase program is managed by a brokerage firm which makes trading decisions regarding the timing and quantity of the purchases, independently of Millicom, based on the framework agreed at inception. The share repurchase program is subject to the following conditions:

–Repurchases may take place during the period between December 9, 2024 and May 21, 2025.
98

–The maximum level of SDRs and shares that may be repurchased will be the lower of $150 million (approximately SEK 1.65 billion) in aggregate purchase price, or 17,200,000 SDRs / shares (the latter corresponding to approximately 10% of Millicom’s share capital, which is the maximum number allowed under the 2024 Authorization).
–Payment for the repurchases will be made in cash.
–SDRs and shares may be repurchased on Nasdaq Stockholm or the Nasdaq Global Select Market, respectively, at a price per share within the registered interval for the share price prevailing at any time (the spread), that is, the interval between the highest buying price and the lowest selling price on the regulated market where the purchases are made.
–The repurchased SDRs and shares will ultimately be transferred to employees of the Group in connection with any existing or future share-based incentive plan or be cancelled, as the case may be.

In addition to repurchases under the share repurchase program described above, but with the same purpose, Millicom effectuated separate repurchases to the extent permitted under the European Market Abuse Regulation and other applicable rules pursuant to the Authorization and before the commencement of repurchases under the share repurchase program.

Due to Swedish regulatory considerations, prior to March 2, 2025, Millicom did not repurchase SDRs or common shares at a price above USD 25.75 or the equivalent amount in SEK (such price being the increased offer price that Atlas Luxco S.à r.l offered to holders of SDRs and common shares in its tender offer for Millicom’s SDRs and common shares in 2024).

Shareholders’ Meetings
General meetings of shareholders are convened by convening notice published in the Luxembourg Official Gazette (Journal des Publications, Recueil Electronique des Sociétés et Associations), in a Luxembourg newspaper, in short version in the Swedish newspaper SvD (until March 17, 2025), as a press release and on the Millicom website. According to article 18 of the Articles of Association of MIC S.A., the Board of Directors determines in the convening notice the formalities to be observed by each shareholder for admission to the AGM. An AGM must be convened every year within six months of the end of the financial year, at the registered office of the Company or any other place in Luxembourg as may be specified in the convening notice. Other meetings can be convened as necessary.
Limitation on Securities Ownership
There are no limitations imposed under Luxembourg law or the Articles of Association on the rights of non-resident or foreign entities to own shares of the Company or to hold or exercise voting rights on shares of the Company.
Change of Control
There are no provisions in the Articles of Association of the Company that would have the effect of delaying, deferring or preventing a change in control of MIC S.A. and that would operate only with respect to a merger, acquisition or corporate restructuring involving the Company, or any of its subsidiaries.
Disclosure of Shareholder Ownership
Until March 17, 2025, as required by the Luxembourg law on transparency obligations of January 11, 2008, as amended (the “Transparency Law”), a shareholder who acquired or disposed of shares, including depositary receipts representing shares in the Company’s capital had to notify the Company and the Commission de Surveillance du Secteur Financier of the proportion of shares held by the relevant person as a result of the acquisition or disposal, where that proportion reached, exceeded or fell below the thresholds referred to in the Transparency Law. As per the Transparency Law, the above also applied to the mere entitlement to acquire or to dispose of, or to exercise, voting rights in any of the cases referred to in the Transparency Law. This ownership disclosure is no longer required as a result of the delisting from Nasdaq Stockholm.
Background
Millicom’s shares have been listed on the Nasdaq Global Select Market in the United States since January 9, 2019. Until March 17, 2025, Millicom's shares were also listed on Nasdaq Stockholm in the form of Swedish Depository Receipts. The delisting of the SDRs from Nasdaq Stockholm was approved on March 3, 2025 and became effective on March 17, 2025.
99

Until March 17, 2025, Millicom’s Corporate Governance Framework was primarily based on the following legislation, principles and regulations:
Publication Authority Philosophy
Swedish Code of Corporate Governance (until March 17, 2025) Guiding Principles Comply or Explain
Luxembourg Law Legislation Comply
EU Directives and Regulations Legislation Comply
Nordic Main Market Rulebook for Issuers of Shares (until March 17, 2025) Regulation Comply
Nasdaq Stock Market Rules
 Regulation Comply
U.S. Securities Laws Regulation Comply
Good Stock Market Practice Guiding Principles Corporate Citizenship
Within these frameworks, Millicom's Board develops and monitors internal guidelines and practices, as further described below, to ensure the quality and transparency of Millicom's corporate governance.
Swedish Corporate Governance Code
Until the delisting of its SDRs from Nasdaq Stockholm on March 17, 2025, Millicom followed the Swedish Corporate Governance Code (“Swedish Code”), which promoted good corporate governance to ensure companies are run sustainably, responsibly and efficiently. The Code, which is available on the website of the Swedish Corporate Governance Board: https://bolagsstyrning.se, complements mandatory laws and regulations and sets best practices that go beyond regulatory requirements. The Swedish Corporate Governance Board opted for self-regulation, and adopted a “comply or explain” philosophy. Therefore, companies may deviate from specific provisions, as long as they disclose the deviation and explain why they chose a different solution that is more suitable for their size and specific circumstances.
Compliance with Applicable Stock Exchange Rules
None of Nasdaq Stockholm’s Disciplinary Committee, the Swedish Securities Council or the Nasdaq Stock Market reported any infringement of applicable stock exchange rules or breach of good practice on the securities market by Millicom in 2024.
Corporate Governance Structure
Millicom' s Corporate Governance structure comprises the following three levels:
1.Shareholders and representatives of shareholders (see "—Shareholders and Representation of Shareholders" below).
2.The Board of Directors and Committees appointed by the Board (see "—Board Governance" below).
3.The Group Leadership Team, and their primary governance functions (see "—Group Leadership Team" below).

Shareholders and Representation of Shareholders
Shareholders and Shareholders’ Meeting
The shareholders’ meeting is Millicom's highest decision-making body and a forum for shareholders to voice their opinions. Each shareholder has the right to participate in the shareholders’ meeting and to cast one vote for every share. Shareholders unable to attend in person may exercise their rights by proxy or vote in writing (by way of proxies).
Millicom’s Articles of Association set the Annual General Meeting of Shareholders (“AGM”) to be held in Luxembourg within six months of the close of the financial year.
Unless otherwise required under Luxembourg Law, an extraordinary general meeting ("EGM") must be convened to amend the Articles of Association.
At the 2024 AGM, held in Luxembourg on May 23, 2024, shareholders approved all the resolutions proposed by the Board and Nomination Committee, including the following key items:
•the annual accounts and the consolidated accounts for the year ended December 31, 2023;
100

•the allocation of the profit of approximately $7,560,803 million of the 2023 results to the legal reserve, and the remaining $337,314,147 to unappropriated net profits to be carried forward;
•the discharge of all current and former Millicom Directors who served at any point in time during the financial year ended December 31, 2023, for the performance of their mandates;
•the establishment of the number of Directors at nine (9) and election of the Board members and Chair of the Board (see "—Board Governance—Board Profile: Skills and Experience);
•the election of KPMG as Millicom's external auditor;
•the remuneration to the Board members and external auditor;
•the instruction to the Nomination Committee;
•the share repurchase plan;

•the 2023 Remuneration Report;
•the senior management remuneration policy; and
•the share-based incentive plans for Millicom employees.

On May 23, 2024, an EGM was held to (i) to remove the casting vote of the Chair of the Board in the event of a tie provided by article 444-4 (2) of the Luxembourg law of August 10, 1915 on commercial companies and add a sentence to paragraph 7 of article 8 of Millicom’s articles of association expressly stating that the Chair of the Board does not have a casting vote in the event of a tie, (ii) to adopt inclusive language and change the definition from “Chairman” to “Chair” of the Board, and to amend articles 7, 8, 9 and 21 of Millicom’s articles of association accordingly, and further amend the second sentence of Article 19 of Millicom’s articles of association to refer to the “chair of the annual general meeting,” and (iii) to fully restate the Company’s articles of association to incorporate the amendments to the Company’s articles of association approved in the EGM.


Major Shareholders
To the extent known to the Company, it is neither directly nor indirectly owned or controlled by another corporation, any government, or any other person. In addition, there are no arrangements, known to the Company, the operation of which may result in a change in its control in the future.
The table below sets out beneficial ownership of our common shares (directly), par value $1.50 each, by each person who beneficially owned more than 5% of our common shares.
Name of Shareholder
Common Shares
Percentage of Share Capital
Niel Family Group (1)
 70,470,018  41.88  %
Dodge & Cox (2)
 8,674,932  5.1  %
(1)     Information herein is based upon a Schedule 13D/A (amendment No. 19) filed with the SEC on March 17, 2025 by Atlas S.A.S. ("Atlas"), Atlas Investissement S.A.S. ("Atlas Investissement"), Iliad Holding S.A.S. ("Iliad Holding") and Xavier Niel, Jules Niel, John Niel and Elisa Niel (collectively, the "Atlas Holders"). The Atlas Holders held 70,470,018 common shares (approximately 41.88% of common shares outstanding) as of March 17, 2025. Atlas Investissement , as the controlling shareholder of Atlas, may be deemed to have shared beneficial ownership over the shares beneficially owned by Atlas. Iliad Holding, as the controlling shareholder of Atlas Investissement, may be deemed to have shared beneficial ownership over the shares beneficially owned by Atlas and Atlas Investissement. Xavier Niel, the President of Iliad Holding, Jules Niel, John Niel, Elisa Niel and Joseph Niel (together, the "Niel Family") may be deemed to have shared beneficial ownership over the shares beneficially owned by Atlas, Atlas Investissement and Iliad Holding. Further, in January 2025, Maxime Lombardini received 11 Atlas shares, Pierre-Emmanuel Durand received 11 Atlas shares and Jules Niel received 2 Atlas shares as compensation.
(2)    Information herein is based upon a Schedule 13G/A filed with the SEC on February 13, 2024.

Except as otherwise indicated, the holders listed above (“holders”) have sole voting and investment power with respect to all shares beneficially owned by them. The holders have the same voting rights as all other holders of MIC S.A. common shares. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares as of a given date which such person or group of persons has the right to acquire within 60 days after such date. For purposes of computing the percentage of outstanding shares held by the holders on a given date, any security which such holder has the right to acquire within 60 days after such date (including shares which may be acquired upon exercise of vested portions of share options) is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.
101

Pursuant to a Tender Offer Statement and Rule 13e-3 Transaction Statement filed under the cover of Schedule TO with the SEC on July 1, 2024, Atlas Luxco S.à r.l. (renamed Atlas S.A.S. in November 2024) made an offer to purchase all of the issued and outstanding common shares (including common shares represented by SDRs) of the Company (the "Tender Offer"). As a result of the Tender Offer, Atlas Luxco S.à r.l. increased its shareholding in the Company by approximately 10% to 40.37%.
Based on the SDR ownership reported by Euroclear Sweden AB, as of December 31, 2024, there were 1,402 record holders of SDRs in the United States that held 26,631,451 SDRs (representing 15.47% of the outstanding share capital as of such date). According to the records maintained by Broadridge Corporate Issuer Solutions, Inc., as of December 31, 2024, there were 66 record holders of common shares in the United States that held 87,938,275 common shares (representing 51.10% of the outstanding share capital as of such date). Cede & Co., the nominee of the Depository Trust Company, was the registered holder of 87,930,974 of such shares, which include 69,268,046 shares held by Atlas (representing 40.25% of the outstanding share capital as of such date). However, these figures may not be an accurate representation of the number of beneficial holders nor their actual location because most of the common shares and SDRs were held for the account of brokers or other nominees.
Nomination Committee
Millicom's prior Nomination Committee, which was elected in October 2023 and served until the appointment of a new Committee in October 2024, was composed of:
Member
On behalf of:
 Position
Ms. Aude Durand
Atlas Luxco
 Chair
Mr. Jan Dworsky
Swedbank Robur
 Member
Mr. Staley Cates Southeastern Asset Management Member
Mr. Mauricio Ramos
Appointed by shareholders at the 2023 AGM
 Member
Millicom's current Nomination Committee, elected in October 2024 is composed of:
Member On behalf of: Position
Mr. Jules Niel
Atlas
 Chair
Mr. Jan Dworsky Swedbank Robur Member
Mr. Gerardo Zamorano
Brandes
 Member
Mr. Maxime Lombardini
Chair of the Board is a member of the Nomination Committee as appointed by shareholders at the 2024 AGM
 Member
The Nomination Committee is appointed by the largest shareholders of Millicom. It is not a Board committee. Its role is to propose resolutions regarding electoral and remuneration issues to the shareholders’ meeting in a manner that promotes the common interest of all shareholders, regardless of how they are appointed. Nomination Committee members' terms of office typically begin at the time of the announcement of the interim report (covering the period from January to September of each year) and end when a new Nomination Committee is formed.

Under the terms of the Nomination Committee procedure, the committee consists of (i) three members appointed by the largest shareholders as of the last business day of June 2024 and (ii) the Company's Chair of the Board.

The Company's Articles of Association stipulate that the Nomination Committee rules and procedures of the Swedish Code of Corporate Governance shall be applied for the election of Directors to the Company's Board of Directors, as long as such compliance does not conflict with applicable mandatory law, applicable regulation or the mandatory rules of any stock exchange on which the Company’s shares are listed.

Nomination Committee proposals to the AGM include, among others:
•Election and remuneration of Directors of the Board and the Chair of the Board
•Appointment and remuneration of the external auditor
•Proposal of the Chair of the AGM

102

Promoting Board Diversity
Millicom’s Nomination Committee recognizes the importance of diversity for promoting strong corporate governance, competitive advantage and effective decision-making. The Nomination Committee is responsible for determining the appropriate skills, perspectives and experiences required of Board candidates based on the Company’s strategic needs and the current Board composition. This determination will include knowledge, experience and skills in areas that are critical to understanding the Company and its business; richness of views brought by different personal attributes, such as gender, race, age and nationality; other personal characteristics, such as integrity and judgment; and candidates’ commitment to the boards of other publicly held companies.
In its work, the Nomination Committee applied rule 4.1 of the Swedish Corporate Governance Code as its diversity policy.
Board Diversity Matrix (As of December 31, 2024)
Country of Principal Executive Offices “Home Country”: Luxembourg
Foreign Private Issuer Yes
Disclosure Prohibited Under Home Country Law No
Total Number of Directors 8
Female Male Non-Binary Did Not Disclose Gender
Part I: Gender Identity
Directors 3 5 0 0
Part II: Demographic Background
Underrepresented Individual in Home Country Jurisdiction 3
LGBTQ+ 0
Did not disclose demographic background
 0

Board Diversity Matrix (As of December 31, 2023)
Country of Principal Executive Offices “Home Country”: Luxembourg
Foreign Private Issuer Yes
Disclosure Prohibited Under Home Country Law No
Total Number of Directors 9
Female Male Non-Binary Did Not Disclose Gender
Part I: Gender Identity
Directors
3
6
 0 0
Part II: Demographic Background
Underrepresented Individual in Home Country Jurisdiction 3
LGBTQ+ 0
Did not disclose demographic background
 0


Board Governance
Written charters set out the objectives, limits of authority, organization and roles and responsibilities of the Board and each of its committees.

Board of Directors and Board Committees
The Chair convenes the Board and leads its work. The Chair is accountable to the Board and acts as a direct liaison between the Board and the management of the Company through the CEO. Meeting agendas are set with the CEO, and the Chair communicates Board decisions where appropriate.

Role of the Board
103

The Board is responsible for approving Millicom’s strategy, financial objectives and operating plans, and for oversight of governance. The Board also plans for succession of the CEO and reviews other senior management positions.

As set forth in the Company’s Articles of Association, the Board must be composed of at least six members. The 2024 AGM set the number of Directors at nine, comprising a Chair, and eight members. On September 19, 2024, Mauricio Ramos stepped down as Chair of the Board and Maxime Lombardini    assumed the role of Non-Executive    Interim Chair. As a result,    the number of members of the Board was reduced from nine to eight.    

Additionally, Thomas Reynaud and Aude Durand stepped down from     their roles as members of    the Millicom     Board, while Jules Niel and Pierre-Emmanuel Durand were appointed    as interim members of the Board on     September 24, 2024, until the next annual general meeting of shareholders.

The Board selects the CEO, who is charged with daily management of the Company and its business. The CEO is responsible for recruiting the senior management of the Company. The Board reviews plans for key senior management positions; supervises, supports and empowers the senior management team; and monitors senior managers' performance. In accordance with the Swedish Code, the division of work between the Board and the CEO was set forth in “The Rules of Procedure, Instructions to the CEO and Reporting Instructions”.
Further details on the roles and activities of the various committees, as well as their responsibilities and activities, appear later in this section.
Powers and Limitations of the Board
Borrowing powers: The Board has unrestricted borrowing powers on behalf of, and for the benefit of, Millicom.
Time and age limit: No age limit exists for being a director of Millicom. Directors' mandates can be for a maximum of six years before either being re-elected or ending their service. There are no restrictions on the maximum continuous periods that a director can serve. The current directors have been elected for a term starting on the date of the 2024 AGM and ending on the date of the 2025 AGM (i.e., for approximately one year).

Restrictions on voting: No contract or other transaction between the Company and any other person shall be affected or invalidated by the fact that any director, officer or employee of the Company has a personal interest in—or is a director, officer or employee of—such other person. However, the following conditions apply:

•The contract or transaction must be negotiated on an arm’s-length basis on terms no less favorable to the Company than could have been obtained from an unrelated third party; in the case of a director, he or she shall inform the Chair of his or her conflict of interest and abstain from deliberating and voting on any matters that pertain to such contract or transaction at any meeting of the Board.
•Any such personal interest shall be fully disclosed to the Company by the relevant director, officer or employee and, to the extent a director is involved, to the next general meeting of shareholders.
•Director's service agreements: None of MIC S.A's current directors have entered into service agreements with the Millicom Group or any of its subsidiaries providing for benefits upon termination of their respective directorships.
Share Ownership Requirements
Directors are not required to be shareholders of the Company. Share ownership of directors is included in the director biographies set out on the following pages. Directors, excluding shares beneficially owned by Jules Niel, collectively own less than 1% of the Company's outstanding shares as of December 31, 2024.

Insider Trading Policy
The Company has an insider trading policy governing the purchase, sale and other dispositions of our securities by directors, senior management and employees that are reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and any listing standards applicable to the Company. The insider trading policy is included as Exhibit 11.1 to this Annual Report.
Roles
Chair of the Board

104

The Chair is elected at the AGM. If the Chair relinquishes the position during the mandate period, the Board elects a new Chair from among its members to serve until the end of the next AGM. The Board Chair convenes the Board and leads its work, coordinates with the CEO to set the meeting agendas and serves as the Board's liaison to the CEO between meetings.
Deputy Chair of the Board
If elected by the Board, the Deputy Chair acts as a sounding board and provides support for the Chair. The Deputy Chair convenes Board meetings in accordance with the Company’s Articles of Association and leads the Board's work in the event the Chair is unavailable or is excused from a Board meeting. The Deputy Chair may act as an intermediary in any conflicts among Board members or between the Chair and the CEO. The Board can designate additional roles and responsibilities of the Deputy Chair.
Corporate Secretary
The Corporate Secretary is appointed by the Board to ensure that Board members have the proper advice and resources for performing their duties. The Corporate Secretary is also responsible for organizing and coordinating Board and committee meetings and ensuring that the minutes of those meetings reflect the proper exercising of Board duties.
The Corporate Secretary is also a confidante and resource to the Board and senior management, providing advice on governance, Board responsibilities and logistics.
Chief Executive Officer (CEO)
The CEO leads the development and execution of the Company’s strategy with a view to creating shareholder value and enacting the Company's purpose. The CEO is responsible for day-to-day activities and management decisions, both operating and financial. The CEO is a liaison between the Board and management and communicates to the Board on behalf of management.

The CEO also leads Millicom's communications with shareholders, employees, government authorities, other stakeholders and the public.


Board Membership, Balance and Independence
The Nomination Committee and the Board periodically review the size, balance and diversity of the Board to determine whether any changes are appropriate.

At the AGM, held annually within six months of the end of the financial year, or at any other general meeting, shareholders may vote for or against the directors proposed by the Nomination Committee. One or several shareholders representing, individually or collectively, at least 10% of the share capital of Millicom may reserve the right to add one or more additional items to the agenda of the AGM and/or EGM.

The Board has adopted the qualification guidelines of an “independent director” as defined by the Swedish Code, and with consideration of the specific independence requirements within the Nasdaq Stock Market rules. A Director’s independence is determined by a general assessment of the Company or its executive management based on the Board's independence criteria. All of the 8 directors (Chair and 7 members) are non-executive and independent from the Company and its executive management, with three of them being affiliated with the largest shareholder (Maxime Lombardini, Jules Niel and Pierre-Emmanuel Durand) as of December 31, 2024.

105

Factors considered to determine the Directors’ independence (i) from the Company, executive management and (ii) the major shareholders
Category Test
Managerial duties Is or has been the CEO of the Company or a closely related company within the past five years
Employment Is or has been employed by the Company or a closely related company within the past three years
Other services Receives a not-insignificant remuneration for advice or other services (beyond the remit of the Board position) from the Company, a closely related company or a person in the executive management of the Company
Business relationship Has been in a significant business relationship or had other significant financial dealings with the Company or a closely related company within the past year—as a client, supplier or partner; either individually or as a member of the executive management team; or as a member of the Board or a major shareholder in a company with such a business relationship with the Company
Audit function Is or has within the last three years been a partner at, or has, as an employee, participated in an audit of the Company conducted by the Company’s or a closely related company’s current or then auditor
Cross directorships Is a member of the executive management of another company, if a member of the board of that company is a member of the executive management of the Company
Family relationship Has a close family relationship with a person in the executive management of the Company, or with another person named in the points above, if that person’s direct or indirect business with the Company is of such magnitude or significance as to justify the opinion that the Board member should not be considered independent
YES to any of the above in relation to the Company or the management of the Company:
=> Typically not independent from the Company or its executive management
Assessment
YES to any of the above in relation to a major shareholder:
=> Typically not independent from a major shareholder


Image_8.jpg Swedish Code's independence provisions (applicable until March 17, 2025)
Requirement Compliant
The majority of Millicom’s Board must be independent from the Company and its executive management team.
8 out of 8 Millicom Directors meet this criterion (100%)
At least two of those independent Directors must also be independent from the Company’s major shareholders.
5 out of 8 Millicom Directors meet this criterion (62.5%)
The majority of the members of the Audit Committee are to be independent in relation to the Company and its executive management. At least one of the members who is independent in relation to the Company and its executive management is also to be independent in relation to the Company’s major shareholders.
All of Millicom's Audit and Compliance Committee members meet this criterion (100%)
The Chair of the Board may chair the Compensation Committee. The other members of the committee are to be independent of the Company and its executive management.
All of Millicom's Compensation and Talent Committee members meet this criterion (100%)
Image_9 (1).jpg Nasdaq Stock Market rules
Requirement Compliant
The Audit Committee must have at least three members, all of whom meet Nasdaq Stock Market and U.S. Securities and Exchange Commission definitions of independence.
The three members of Millicom's Audit and Compliance Committee meet this criterion (100%)


Board Profile: Skills and Experience
106

Mr. Maxime Lombardini
Role: First elected as Director in May 2024. He was appointed Interim Chair of Millicom's Board of Directors on September 19, 2024.
Nationality: French
Gender: Male
Age: Born in 1965
Skills: Mr. Lombardini brings his executive expertise leading large telco companies in Europe.
Millicom Committees: None
Experience: Until September 2024, he was President and Chief Operating Officer for Millicom, leading all operational and financial responsibilities with a focus on driving profitable growth. He is currently Vice President of the Iliad Group, one of the major players in the European telecoms sector. He joined Iliad in 2007, as Chief Executive Officer and continued his tenure through 2018. In May of 2018, he assumed the role of Chairman of Iliad’s Board of Directors until March 2020. Since then, he has served as the Vice-Chairman of the Board of Directors. Prior to joining Iliad, Maxime has been CEO of TF1 Production, one of the leading French commercial television networks. From 1999 to 2003, he was head of business development at TF1. From 1996 to 1999, he was the company secretary of TPS (digital satellite platform). Due to his extensive experience and track record in the telecommunications industry, he emerged as a distinguished leader with a remarkable depth of expertise in the sector.

Education: He is a graduate of the Sciences Po Paris and a holder of a Master's degree in business and tax law from the University of Paris II.
Independence: Independent from the Company and its executive management, but not from its major shareholders (Atlas).
Ms. Maria Teresa Arnal
Non-Executive Director
Role: First elected as a Non-Executive Director in May 2023
Nationalities: Mexican, Venezuelan and Spanish citizen
Gender: Female
Age: Born in 1971
Skills: Ms. Arnal brings her significant knowledge in the fields of digital payments and digital infrastructure businesses in Latin America, as well her experience in digital and new media technology, telecommunications and entertainment.
Millicom Committees: Member of the Compensation and Talent Committee
Experience: Ms. Arnal currently serves as a director of (i) Walmart of Mexico and Central America, (ii) Sigma Alimentos, S.A. de C.V., wholly owned by Alfa Corporativo, S.A. de C.V, a global food company headquartered and listed in Mexico, and (iii) Orbia, a purpose-driven growth company that tackles global challenges. Her previous experience includes (i) managing director for Google Mexico, (ii) Managing Director Spanish Speaking LATAM at Twitter, (iii) Chief Executive Officer and President at J. Walter Thompson Company in Mexico, (iv) General Manager, Director of Operations, Director of Sales, and Alliances Microsoft in Mexico, (v) consultant for The Boston Consulting Group and Booz, Allen & Hamilton. Furthermore, she founded Clarus, a leading digital marketing firm that was later acquired by WPP, and she has been involved with the tech start-up ecosystem in Latam as an investor and through Endeavor and several VC funds.
Education: Bachelor’s degree in Industrial Engineering from Andres Bello Catholic University (UCAB) and holds a Master of Business Administration (MBA) from Columbia Business School.
Independence: Independent from the Company, its executive management and its major shareholders
Mr. Bruce Churchill
Non-Executive Director
Role: Re-elected as a Non-Executive Director in May 2023; first appointed in May 2021
Nationality: U.S. citizen
Gender: Male
Age: Born in 1957
Skills: Mr. Churchill brings over 30 years of operational and strategy experience in the media industry, including senior management roles in Latin America.
Millicom Committees: Chair of the Compensation and Talent Committee
Experience: Currently, Mr. Churchill serves on the Board of Wyndham Hotels and Resorts, one of the largest hotel franchises in the world, where he also chairs the Compensation Committee and as a member of the Audit Committee. Previously, he served as (i) Non-Executive Director on the Board of Computer Sciences Corporation, a multinational corporation that provided IT services and professional services, from 2014 to 2017 (when the company merged with HP Enterprise); (ii) President of DIRECTV Latin America, LLC, from 2004 to 2015, and Chief Financial Officer of DIRECTV from January 2004 to March 2005; and (iii) President and Chief Operating Officer of STAR TV.
107

Education: MBA, Harvard Business School; Bachelor of Arts in American Studies, Stanford University
Independence: Independent from the Company, its executive management and its major shareholders
Mr. Jules Niel
Non-Executive Director
Role: Elected as a Non-Executive Director of the Board in September 2024
Nationality: French citizen
Gender: Male
Age: Born in 2000
Skills: Mr. Niel brings his experience in the telecommunications industry and strategic long-term view.
Millicom Committees: None
Experience: He serves as an Investment Associate at NJJ Telecom since 2023, the holding company for telecom operators Eir in Ireland, Salt in Switzerland, and Monaco Telecom Group.
Education: Mr. Niel is an alumnus of ESSEC Business School, where he earned a Master in Management - Grand Ecole diploma.
Independence: Independent from the Company and its executive management, but not from its major shareholders (Atlas)
Millicom shareholding at December 31, 2024: Mr. Niel does not directly hold any shares. However, he is a member of the Niel family group that beneficially owns 40.37% of the Company's shares.
Mr. Tomas Eliasson
Non-Executive Director
Role: Elected as a Non-Executive Director in May 2023; first appointed in May 2022
Nationality: Swedish citizen
Gender: Male
Age: Born in 1962
Skills: Mr. Eliasson brings to the Millicom Board significant experience as a Chief Financial Officer (CFO) for multinational and global Swedish companies in roles that span governance and oversight over financial reporting, internal control, and risk management processes and procedures within global finance functions. He also brings extensive knowledge of Millicom, having served as a Non-Executive Director and Chair of the Audit Committee for seven years between 2014 and 2021.
Millicom Committees: Chair of the Audit and Compliance Committee
Experience: Currently, Mr. Eliasson serves as: (i) Non-Executive Director of Riksbankens Jubileumsfond, a Swedish foundation promoting and supporting research in the humanities and social sciences; (ii) Non-Executive Director of Boliden, a metals company with a focus on sustainable development, listed in Nasdaq Stockholm; (iii) Non-Executive Director of Telia Company, a listed telecommunications, media and entertainment company; and (iv) Non-Executive Director of Elekta AB a company providing precision radiation therapy solutions. Previously, Mr. Eliasson served as: (i) Chief Financial Officer (CFO) of Sandvik AB, a global high-tech engineering group providing solutions for the manufacturing, mining and infrastructure industries, until January 2022; (ii) CFO of Electrolux, a leading global appliance company listed in Nasdaq Stockholm; (iii) CFO of ASSA ABLOY Group, a global leader in access solutions, listed in Nasdaq Stockholm; and (iv) CFO of SECO Tools, a global metal cutting and machining solutions provider, among others.
Education: Bachelor of Science in Business Administration and Economics, University of Uppsala
Independence: Independent from the Company, its executive management and its major shareholders
Mr. Pierre-Emmanuel Durand
Non-Executive Director
Role: First elected as a Non-Executive Director in September 2024
Nationality: French citizen
Gender: Male
Age: Born in 1990
Skills: Mr. Durand brings his strategical thinking and experience in the telecommunications industry, M&A and finance.
Millicom Committees: Member of the Compensation and Talent Committee
Experience: Director at NJJ Telecom Europe and Atlas Investissement since 2018, focusing primarily on financial controlling, M&A, financing and business development activities. He was previously a Manager in the Transaction Services team at KPMG Paris, working on financial due diligence for corporate clients and private equity firms. He is also a member of the Boards of Directors of Salt Mobile, Eir, Epic Cyprus and Epic Malta.
108

Education: Master's degree in Corporate Finance, NEOMA Business School, and bachelor’s degree in Economics and English from the University of Paris X
Independence: Independent from the Company and its executive management, but not from its major shareholder (Atlas)
Ms. Blanca Treviño
Non-Executive Director
Role: First elected as a Non-Executive Director in May 2023
Nationalities: Mexican and U.S. citizen
Gender: Female
Age: Born in 1962
Skills: Ms. Treviño brings her wide-ranging international experience in IT services in emerging countries, particularly in Latin America, as well as strong leadership and perspectives in the rapidly evolving world of business technology.
Millicom Committees: Member of the Audit and Compliance Committee
Experience: Ms. Treviño is the President, CEO, and co-founder of Softtek, a global company dedicated to helping organizations evolve through technology. She also serves as (i) Co-Chair of the Partnership for Central America, (ii) Vice-President of the Mexican Business Council, (iii) non-executive director at the Mexican Stock Exchange, (iv) director at Altan Redes, a private company that is the designer, developer, and operator of the shared telecommunication networks initiative in Mexico, and (v) member of the Advisory Council of the MIT School of Engineering. Previously she served as (ii) director at Grupo Lala, (ii) director at the Americas Society, (iii) director at Council of the Americas, (iv) director at the Ibero-American Council on Productivity and Competitiveness, and (v) independent director of Walmart Mexico for 15 years, as well as an independent director of companies such as Goldcorp and the state-owned Federal Electricity Commission.
Education: Bachelor’s degree in Computer Science from the Instituto Tecnológico y de Estudios Superiores de Monterrey (ITESM).
Independence: Independent from the Company, its executive management and its major shareholders
Ms. Justine Dimovic
Non-Executive Director
Role: First elected as a Non-Executive Director in May 2024
Nationalities: French citizen
Gender: Female
Age: Born in 1981
Skills: Ms. Dimovic brings her deep knowledge of Millicom and extensive experience in finance.
Millicom Committees: Member of the Audit and Compliance Committee
Experience: Ms. Dimovic currently serves as SVP Corporate Finance & Group Treasurer at L'Oréal. Prior to this, she was the Senior Vice President of Treasury, Financing and Investor Relations, Group Treasurer at IDEMIA, and the VP of Corporate Finance & Group Treasurer at Millicom. Justine has also held roles such as Vice President of Finance, Group Treasurer, Head of Investor Relations and VP Equity Research. She began her career as an Equity Research Analyst covering the Telecom sector at Exane BNP Paribas.
Education: Master's degree engineering, Ecole Nationale Superieure des Mines de Nancy; Post graduate degree, Banking and Corporate Finance, Emlyon Business School; Executive Leadership program, Stanford University.
Independence: Independent from the Company, its executive management and its major shareholders
Mses. Arnal, Treviño and Dimovic and Messrs. Lombardini, Churchill, Eliasson and Durand collectively own less than 1% of the Company's outstanding shares.


Board Program
Summary of Board Activities in 2024
Immediately after the 2024 AGM, the Board of Directors held a meeting during which it agreed on key governance matters, the calendar and an annual program consisting of specific areas of focus on which the Board has a role to oversee and advise the Company.

Specific projects and topics arise in the normal course of business and are added to the program of the Board; some of these are handled by specific Board committees.

Board program and Area of Focus in 2024

109

Board annual program Focused actions
1. Strategic review
Discussed, reviewed and approved the strategy
Oversaw progress in carving out the Lati tower infrastructure businesses
Formed an Independent Committee that reviewed the tender offers submitted by Atlas
Discussed with the Group Leadership Team industry and geographic trends and the operational and financial strategy for each country, with specific focus on Colombia, Panama and Guatemala
2. Operating and financial performance review
Discussed priorities and challenges for each of the operations, including development of MFS, cable and mobile data businesses, efficiency measures and capital expenditure allocation
Monitored challenges, threats, opportunities and other consequences of the macroeconomic and regulatory climate on the business and strategy
Reviewed and increased financial targets for 2024
Reviewed and approved spectrum acquisition.
Discussed and approved the annual budget
3. Corporate governance, legal and compliance matters
Made revisions and updates to governance documents (Board and committee charters, procedural rules and instructions to the CEO as well as the authority matrix)
Elected the Committee Chairs and members, formed an Independent Committee, and elected the Interim Chair of the Board as well as new members of the Board following resignations
4. ESG; sustainability and other external affairs related matters
Oversaw initiatives in implementation of the ESG strategy and progress toward sustainability targets
Reviewed the external affairs strategic framework and implementation activities
Periodically reviewed the political situation by market, with a specific focus on election periods, international relations and advice on related risk management
Reviewed regulatory and engagement challenges
Reviewed climate-related risks and impact of the business on climate change
5. HR, Organizational structure and corporate culture
Participated in performance reviews of the Group Leadership Team and of the management, and changes in organizational and reporting structures
Oversaw organizational and operational model changes, including the departure of the former CEO and Chair of the Board, the former CFO, the former President and COO as well as other former members of the Senior Leadership Team.
Oversaw succession planning for the Group Leadership Team and the appointment of the current CEO and CFO
Appointed the new CEO.
6. External financial reporting and non-financial performance
Held periodic meetings with the external auditors to review the financial position and reviewed and approved related reporting
Reviewed the 2023 Annual Report and 20-F, including the 2023 Consolidated Financial Statements of the Company
Reviewed quarterly earnings releases and 2024 interim consolidated financial statements
Approved corporate finance strategy, including liability management initiatives to extend maturity and lower average cost of debt
7. Risk management
Participated in the annual risk reassessment and reviewed the key risks facing the Group and its approach to managing risks
Set the risk appetite of the Group
8. Capital structure and capital allocation
Approved refinancing of Group and local bonds and loans to extend maturity and lower average cost of debt
Approved an interim dividend of USD1.- per share paid on January 10, 2025
Announced the intention to delist SDRs from Nasdaq Stockholm
Approved the share repurchase plan; 2,983,320 shares were repurchased during 2024.
110

9. Portfolio management, including acquisitions and divestments
Discussed acquisition and disposal developments and opportunities with particular focus on monetization of tower infrastructure assets and executing the long-term partnership in Central America with SBA.
Discussed and approved agreements for the potential combination of Telefonica Colombia (Coltel) and TigoUne in Colombia, as well as the combination of operations with Liberty in Costa Rica.
10. Board performance self-evaluation
Completed an annual self-evaluation of combined Board performance and individual performances and reported to the Nomination Committee
11. Reports from committees
Regularly reviewed reports from Audit and Compliance Committee, and Compensation and Talent Committee on recent activities
Discussed Nomination Committee Director appointment proposals

Induction and Training

Millicom provides incoming Board members with information on their roles and responsibilities, the Board's operating procedures and Millicom’s business and industry. We provide access to governance documents, policies and procedures; meeting materials; and Company information through a secure online tool, in meetings set with the Group Leadership Team, and through ongoing dissemination of information.

Millicom provides training on topics such as anti-bribery and corruption, ethics, independence and insider trading. In addition, the Board regularly receives detailed reports on specific areas that support directors' understanding of Millicom’s business and operating environment.

In 2024, the directors participated in a visit to Millicom’s operations in Panama to learn about the characteristics of the local market, meet with the general managers of all Tigo operations, and interact with local management.



Board Effectiveness

The Board conducts an annual performance review process, wherein each Board member’s personal performance is also reviewed. This involves assessing Board and committee actions and activities against the Board’s mandate, as determined in the Board Charter, and the mandates of its various committees.

The Board used a questionnaire to assess its performance during 2024 against the Board's key duties, its composition and processes, and the performance of individual Board members. The results of the evaluation were presented to the Nomination Committee. The Nomination Committee decided that it was not necessary to engage an international consultancy firm to assist in an assessment of the composition of the Board for the proposals to the AGM 2025.

Board Meetings/Attendance at Regularly Scheduled Meetings of the Board in the 2024 Financial Year
111

Director Meeting Attendance %
Mr. Maxime Lombardini
5 of 5
 100
Ms. Maria Teresa Arnal
8 of 8
100
Mr. Bruce Churchill
8 of 8
100
Mr. Tomas Eliasson
8 of 8
100
Ms. Justine Dimovic
5 of 5
100
Mr. Pierre-Emmanuel Durand
2 of 2
100
Mr. Jules Niel
2 of 2
100
Ms. Blanca Treviño de Vega
8 of 8
100
Attendance
46 of 46
100
Former Directors
Mr Mauricio Ramos
6 of 6
 100
Ms. Pernille Erenbjerg
3 of 3
 100
Mr. Michael Golan
1 of 3
33
Ms. Thomas Reynaud
6 of 6
 100
Ms. Aude Durand
5 of 6
83
Overall attendance
67 of 70
96
Board Committees
The Board is supported by committees (Audit and Compliance Committee and Compensation and Talent Committee) that work on behalf of the Board within their respective areas of responsibility. From time to time, the Board delegates authority to an “ad hoc” work group so that it may resolve a specific matter on its own without having to go before the full Board for approval.

I. Audit and Compliance Committee
Letter from the Chair of the Audit and Compliance Committee
I am pleased to present the Audit and Compliance Committee’s report for 2024. We convened six formal meetings during the financial year in order to satisfy our established set of responsibilities.
In 2024, the Company implemented actions to drive an increase in annual equity free cash flow generation, demonstrating resilience and paving the way for a strong 2025. These actions, alongside with evolving technological advancements and new regulatory requirements, such as Environmental, Social and Governance (ESG) disclosures, cybersecurity, among others—presented both opportunities and challenges that shaped the agenda of the Audit and Compliance Committee throughout the year.
Compliance Related topics
In 2024, we continued to evolve the ethics and compliance program to better assist employees in doing the right thing the right way, while further expanding the program's reach. As such, we continued enhancing our three strategic focus points: embed and entrench, communication, and data analytics. With compliance integrated within the Company's business processes, compliance teams are better able to detect and mitigate any potential risks in real time. Additionally, the compliance function disseminated its messages in conjunction with other departments in a clear and understandable manner, with everyone in the organization apprised of both risks and controls that are in place. Similarly, we used data collected on our and other functions' platforms to develop action plans and attack root causes. Importantly, upon embarking on his new role, our CEO immediately set a strong compliance tone at the top by directly asking the organization, as a whole, to achieve results the right way.
In focusing on the most pressing risks in 2024, we continued reinforcing the main elements of our compliance program, including our annual training for the entire Company. The training covered, among other topics, our Code of Conduct, our Speak Up campaign, and our Anti-corruption Policy. The training campaign this year was highly interactive and factually based.
112

Additionally, in 2024, we reviewed our Conflicts of Interest policy. The revised policy aims to mitigate the current risk landscape, adopt best practices across the board, and complement the tone from the top.
Audit Related topics

The Audit and Compliance Committee engaged in risk oversight of critical areas like ESG, cybersecurity and other external threats. Further, our overarching objectives included ensuring the integrity of the Group’s financial reporting and that appropriate accounting judgments were made, assessing the external auditor's effectiveness, and overseeing the status of the internal control environment. In addition to tracking important regulatory developments in financial reporting, the committee monitored tax obligations, new debt issuance and refinancing activities, as well as the evolution of Millicom’s risk management programs.
Our Internal Audit Team supported the committee by harmonizing their plans and assurance activities with the evolving risk profile. These activities generated relevant recommendations aimed at enhancing the control posture of the Company.
I wish to extend my appreciation to my colleagues for their support of and commitment to the activities of the committee. On behalf of the Board, I would like to reconfirm our commitment to a culture of ethics and strong compliance that leads to success for the business and pride for our Company by making it happen the right way.
I look forward to continue performing our duties until the conclusion of our mandate at the 2025 AGM.

Mr. Tomas Eliasson
Chair of the Audit and Compliance Committee
Audit and Compliance Committee Members and Attendance at Regularly Scheduled Meetings in 2024
Audit and Compliance Committee
 Position First appointment Meetings/attendance %
Mr. Tomas Eliasson
 Chair* May 2022
7 of 7
 100
Ms. Justine Dimovic
 Member
May 2024
4 of 4
100
Ms. Blanca Treviño de Vega Member May 2023
4 of 7
57
Attendance
15 of 18
83
Mr. Michael Golan
Member
May 2019 (until May 2023)
2 of 3
67
Mr. Bruce Churchill Member May 2021
3 of 3
 100
Overall attendance
20 of 24
83
*Designated as having specific accounting competence as per the EU Directive.
Appointment and Role of the Audit and Compliance Committee
Millicom's Directors have established an Audit and Compliance Committee that convenes at least four times a year and comprises a minimum of two directors. The Audit and Compliance Committee is composed solely of Non-Executive Directors, all of whom were independent Directors in 2024. Members are appointed to ensure there is a mixture of relevant experience in both finance and broader commercial matters. The Board is confident that the collective experience of the members enables them to act as an effective Audit and Compliance Committee. The Audit and Compliance Committee is also satisfied that it has the expertise and resources available to fulfill its responsibilities.
This committee has responsibility to assist the Board in its responsibility for the robustness, integrity and effectiveness of financial reporting, risk management, internal controls, cybersecurity program, internal audit and external audit process, as well as compliance with related laws and regulations; and to oversee the Company’s compliance program, standards of business conduct and related investigations, and to monitor the Company’s actions and resources in these areas. Millicom’s Audit and Compliance Committee reports on and makes recommendations to the full Board regarding the Group’s compliance programs and standards of business conduct. The ultimate responsibility for reviewing and approving Millicom’s Annual Report and accounts remains with the Board.
The Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, VP Internal Audit & Enterprise Risk Management, Head of Business Controls, Chief Legal and Compliance Officer, Chief Technology and Information Officer, Chief External Affairs Officer and representatives from the Company's external auditor KPMG are invited to attend committee meetings.
113

The Secretary of the committee is the Group's Company Secretary. The Audit and Compliance Committee Chair prepares the meeting agenda in conjunction with the Chief Financial Officer and Chief Legal and Compliance Officer. Regular private sessions are held, attended only by Audit and Compliance Committee members and the external auditor, to provide an opportunity for open dialogue without management present. The Group Leadership Team are actively involved in fostering a culture of ethics and compliance from the top across all our lines of business.
At each regularly scheduled meeting, the Audit and Compliance Committee receives reports from the Chief Financial Officer, the external auditor, and the head of Internal Audit & Enterprise Risk Management and Business Controls. Additional reports are submitted by other officers of the Company as required. The Audit and Compliance Committee received the required information from the external auditor in accordance with Luxembourg regulations.


Summary of Areas of Focus and Actions in 2024
Financial reporting
(refer to the following pages for details)
Reviewed key accounting and reporting matters at each meeting.
Reviewed and approved each quarter’s earnings release and the 2024 annual earnings release; the Annual Report and 20-F together with the consolidated financial statements; the 2024 half-year earnings release; and each quarter's interim financial statements.
Reviewed the latest accounting developments and their effect on the financial statements..
Reviewed the alternative performance measures policy.
External auditor
(refer to the following pages for details)
Received reports from the external auditor at each meeting covering important financial reporting, accounting and audit matters; including updates on SEC and CSSF guidelines / EU regulation.
Approved the 2024 external audit strategy and fees and the proposed approach to address the challenges posed by external factors (such as economic pressures, cybersecurity threats, among others) and internal factors (such as the Everest project).
Considered the results of control testing performed by the external auditor in accordance with Section 404 of the Sarbanes-Oxley Act of 2002
Reviewed the performance of the external auditor and its independence, including the revision and approval of all audit, audit-related and non-audit services rendered by the external auditors.
Risk Management & Internal Audit activities
(Refer to the following pages for details)
Provided guidance and oversight over risk management processes
Reviewed alignment of top risks with strategy and recommended risk appetite
Reviewed regular risk reports and risk management remediation plans
Approved the annual Internal Audit plan and subsequent updates to the plan
Reviewed internal audit findings arising from the delivery of the 2024 audit plan
Reviewed and approved the Internal Audit Charter and Enterprise Risk Management Charter.
Business controls and SOX
(Refer to the following pages for details)
Reviewed the results of Millicom’s Sarbanes-Oxley program.
Received and reviewed findings and recommendations regarding the design and operating effectiveness of internal controls over financial reporting based on the cycle of management testing of internal controls
ESG reporting
Reviewed the 2023 EU Taxonomy report and the disclosures following the EU Taxonomy that are part of this Annual Report . Reviewed the progress on the CSRD legislation and upcoming SEC climate-disclosure proposed rules.
Financing, treasury and tax
Reviewed the Group’s tax strategy and structure and approved the tax policy
Approved the updated Group treasury and related policies, including policies on hedging and financial risk management
Fraud management
Reviewed fraud-related cases, investigations and remedial actions
Revenue assurance
Received updates on revenue assurance activities
Reviewed trends and actions taken to minimize loss and revenue leakage
Related party transactions
Reviewed related party transactions

114



Compliance program elements reviewed
Monitored the anti-corruption program, including those covering new and emerging areas of risk and strengthening of the overall program.
Received updates on the compliance policies (e.g., the Conflict of Interest policy).
Reviewed training completion rates on Company compliance policies as part of select managers' KPIs.
Incorporated compliance factors into executives’ incentive programs for the seventh consecutive year; bonus awards are tied to achievement of compliance KPIs. Code of Conduct and Data Privacy training is a requisite to access bonus in the whole organization.
Reporting and investigations
Received updates on the use of Speak Up resources to report issues of perceived non-compliance with our policies and values
Global anti-money laundering (AML) program
Reviewed AML-related matters.
Information security and cybersecurity
Reviewed the progress of the Information Security Annual Plan and Objectives.
Reviewed the security incidents, their impact, root cause, status and statistics.

The Audit and Compliance Committee held seven meetings during 2024, including five meetings coinciding with key dates in Millicom’s external reporting calendar.

Financial reporting
The Audit and Compliance Committee reviewed earnings releases and financial statements for each quarter. Comprehensive reports from management and the external auditors highlighted the significant judgmental accounting issues for the attention of the committee. Reporting and disclosure topics under both EU and U.S. listing requirements were addressed. To assist with all matters related to earnings releases, financial statements and other market disclosures, Millicom has a Management Disclosure Committee composed of senior management from Finance, Legal and External Affairs as and when required. The Disclosure Committee identifies and considers disclosure matters in market releases, including releases that may contain material financial information.


External Auditor
Effectiveness
The quality and effectiveness of the external audit matter greatly to the Audit and Compliance Committee. A detailed audit plan outlining the key risks and proposed geographical coverage is prepared and discussed with the Audit and Compliance Committee at the start of each annual audit cycle. The committee assessed audit quality by referring to the standard of the reports received, the caliber of senior members of the audit team and the depth of inquiry and discussions with executive management, in addition to management feedback provided to the Audit and Compliance Committee. This feedback allows the committee to monitor and assess the performance of the external auditor as part of a recommendation to the Board regarding the auditor's appointment.

Independence
The Audit and Compliance Committee has policies to maintain the independence of the external auditor and to govern the provision of audit and non-audit services. The policies and approval process of non-audit services and audit-related services comply with SEC independence rules and with the latest EU and local regulations. Under these rules, the Audit and Compliance Committee pre-approves a list of services that can be rendered by the audit firm. If services to be rendered are pre-approved in nature, management can approve them when requested (following an established authority matrix) and present them to the Audit and Compliance Committee on a quarterly basis for formal approval. If services to be rendered are not pre-approved, they should be pre-approved by the Chair of the Audit and Compliance Committee when requested and then submitted to the next full Audit and Compliance Committee for formal approval. A schedule of all non-audit services with the external auditor is reviewed at each meeting.
For the year ended December 31, 2024, the Audit and Compliance Committee approved fees for audit and audit-related services of $4.4 million, together with fees for non-audit work of $0.2 million.






115



Risk Management and Internal Audit

Risk Management

The Audit and Compliance Committee received regular reports on the Group’s risk management framework and process from the Management Risk Committee, as well as reports on the evolution of significant risks at both operational and Group levels and related mitigation and risk management actions. Further information is set out in the Risk Management section of this Annual Report.
In addition, the Audit and Compliance Committee reviewed financial risk, tax risks, treasury policy and risks, and Group insurance coverage.
Internal Audit

The Internal Audit team provides independent and objective assurance, and consulting services over the design and effectiveness of Millicom’s internal control environment, governance, and risk management processes. The Internal Audit team employs a robust methodology that supports the systematic execution of internal audit activities reflected through a risk-based annual Internal Audit Plan.

The annual Internal Audit Plan is developed in alignment with the strategic risks of Millicom as well as consideration of the company’s strategic priorities, input from senior management, external audit findings, industry-relevant developments, and Internal Audit’s knowledge of the business. Before the start of the fiscal year, the Audit and Compliance Committee approves the annual Internal Audit plan, which includes assurance and advisory projects and other risk assessment initiatives, and assesses the adequacy of the budget and resources.

Execution of the 2024 Internal Audit Plan provided the Group Leadership Team and the Audit and Compliance Committee with an independent view of the effectiveness of Millicom’s internal control environment and governance processes in operational, financial, compliance, and technology areas. At each meeting, the Audit and Compliance Committee received a report on internal audit activities, progress against the plan, updates to the plan, and results of the audits completed in the period, including associated recommendations and management action plans where findings were identified.

Internal Controls and SOX


The Audit and Compliance Committee received the results of management's testing of key controls and testing by the external auditors. Management concluded that the Group had maintained effective internal controls over financial reporting.
A debrief of the Sarbanes-Oxley status program was held. The Audit and Compliance Committee also reviewed and approved the planned scope of the 2024 program and approach to testing of key controls.
The Committee reviewed regular reports on the results of management testing of key controls and the progress made to address any control gaps.
II. Compensation and Talent Committee
Letter from the Chair of the Compensation and Talent Committee
The key remuneration highlights for the year are summarized below. Further details are provided in the "Compensation information" section.

The Committee meets regularly to review executive compensation and other talent-related matters to ensure competitiveness across our markets. To achieve our goals and foster a results-oriented company, our compensation model is based on a performance framework, that encompasses both short-term and long-term incentives. Talent remains a fundamental cornerstone for our success. As such, we recognize the importance of continuing to integrate talent management strategies with our compensation framework.

The Compensation and Talent Committee is composed of three Board of Directors members: Mr. Bruce Churchill (Chair), Ms. Maria Teresa Arnal, and Mr. Pierre-Emmanuel Durand.

Leadership changes

116

Marcelo Benitez assumed the role of CEO of Millicom on June 1, 2024. With an extensive 27-year professional journey in the Millicom Group, he brings a wealth of experience in the telecommunications and technology sectors, along with a profound understanding of the Latin American region.

In April 2024, as part of a planned succession process, Bart Vanhaeren was appointed Chief Financial Officer. Bart brings 14 years of experience at Millicom, having held various senior financial and management leadership roles throughout his tenure. Most recently, as VP of Corporate Finance, he oversaw the Corporate Finance division, which includes the Company’s Treasury, Tax, Mergers & Acquisitions, and Corporate Administration activities.

Efficiency Initiatives

In 2024, we continued to implement an efficiency plan which was focused on improving operations and driving sustainable growth. This plan aimed to optimize key areas of our business, streamline processes, and ensure effective resource allocation. This plan was designed to strengthen our competitive edge, improve operational efficiency, and support our long-term goals in line with the business and the macroeconomic context of the region.

Remuneration Policy

Our 2024 remuneration policy focuses on a total compensation approach, which consists of a base salary and benefits. The policy also includes a significant variable component paid in cash and deferred cash or shares. These variable elements of remuneration are tied to performance measures.

For the entire Millicom Group, the annual bonus is determined using a combination of financial metrics and personal performance.

The 2024 Long-Term Incentive plan was offered to Millicom’s top management team and includes a combination of share appreciation and company performance measures. We encourage our top leaders to take a longer-term view on positive business performance in alignment with Company and shareholder interests.

In 2024, a Performance Deferred Cash Plan was introduced for the General Managers of each Tigo operation, offering deferred cash payments linked to financial metrics. This plan was designed to ensure a sustained focus on performance in each country.

During the 2024 AGM, we received ample support for our remuneration approach: 80.35% Approval for Remuneration Policy, 80.50% Approval for share-based incentive plans and 94.26% Approval for Remuneration Report.
As part of our ongoing commitment to strong governance, we continue to adhere to the comprehensive "claw-back" policy adopted by the Board. This policy was implemented in response to specific rules issued by the SEC under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank). This policy ensures that if our financial statements are restated due to errors, misstatements, or misconduct, we have mechanisms in place to recoup excess compensation paid to current and former executive officers. By aligning with regulatory requirements and industry best practices, we reinforce responsible governance and shareholder value.

There were no deviations to the remuneration policy and the Board is confident that the policy has operated as intended over the year. A summary of the elements of executive pay for 2024 is set out on the following pages.

On behalf of the Board, I hope you find the 2024 Compensation Information section insightful.


Mr. Bruce Churchill
Chair of the Compensation and Talent Committee
Compensation information
This Annual Report describes the remuneration philosophy—and related policy and guidelines—as well as the governance structures and processes in place.

1.1 Role of the Compensation and Talent Committee
117

It also sets out the remuneration of Directors, as well as compensation of the leadership team for 2024 The Compensation and Talent Committee monitors and evaluates (i) programs for variable remuneration to senior management, including both ongoing programs and those that have ended during the year; (ii) the application of the guidelines for remuneration to the Board and senior management established at the shareholders' meeting; and (iii) the current remuneration structures and levels in the Company. The Compensation and Talent Committee evaluates the performance of the CEO, taking into consideration the input of the Chair of the Board; approves all variable compensation plans and grants; manages Group Leadership Team succession planning; and reviews and approves compensation and benefits of the CEO and direct reports to the CEO.

1.2 Compensation and Talent Committee Charter
The Group’s Compensation and Talent Committee Charter can be found on our website under the Board Committees section and covers overall purpose/objectives, committee membership, committee authority and responsibility, and the committee’s performance evaluation.

1.3 Compensation and Talent Committee Membership and Attendance 2024
Director Position First Appointment Meeting Attendance %
Mr. Bruce Churchill Chair Jan 2019 as Member /
May 2024 as Chair		 6 of 6 100
Ms. Maria Teresa Arnal Member May 2023 6 of 6 100
Mr. Pierre-Emmanuel Durand Member September 2024 1 of 1 100
Attendance 13 of 13 100
Former members Former Position Until Meeting Attendance %
Ms. Pernille Erenbjerg Chair May 2024 3 of 3 100
Mr. Thomas Reynaud Member September 2024 3 of 3 100
Ms. Aude Durand Member May 2024 2 of 2 100
Overall Attendance 21 of 21 100
















118


1.4 Areas Covered in 2024
Topic Commentary
Bonus (STI) and performance reports
Reviewed and approved the Global Senior Management Team's 2023 performance reports and individual Group Leadership Team payouts for STI/LTI (cash/equity)
Reviewed and approved 2024 short-term variable compensation targets.
Compensation review
Approved all payments for Group Leadership Team members.
Reviewed executive remuneration and governance trends and developments.
Reviewed and approved the peer group for the Group Leadership benchmarking.
Approved changes to Group Leadership compensation elements based on market competitiveness.
Share and Cash based incentive plans (including LTI)
Approved the 2021 LTI (PSP) vesting.
Reviewed and approved all equity grants.
Reviewed and approved the 2024 short-term and long-term remuneration plans.
Reviewed and approved the 2024 long-term variable compensation targets.
Reviewed the replenishment of the treasury share balance reserved for share-based incentive plans.
Reviewed share ownership guidelines and the compliance of each covered employee.
Reviewed performance and projections of outstanding LTI plans (2022, 2023 and 2024).
Reviewed equity plans participant turnover.
Global reward strategy and executive remuneration review
Reviewed remuneration/Compensation and Benefits philosophy and strategy.
Variable pay design
Discussed and approved STI and LTI design for 2024
Reviewed and approved STI and LTI performance measures for 2024.
Other Reviewed and approved exceptional items, new hire equity grants, etc.
Reviewed Group Leadership Team’s potential severance payouts in the case of change of control.
Mantain the Remuneration Clawback policy.
Reviewed and discussed results of 2024 "Say on Pay."
Compensation and Talent Committee governance
Reviewed and approved the Compensation and Talent Committee annual meeting cycle and calendar.
Reviewed the Compensation and Talent Committee Charter.
Reviewed and approved the use of an external compensation consultant.

2. Our Compensation Philosophy and Core Principles
The philosophy, guidelines, objectives, and policy applicable to remuneration of the Global Senior Management Team were approved by the shareholders (item 23) of the AGM held on May 23, 2024.
2.1 Core Principles
The Compensation and Talent Committee worked using the following objectives for the Global Senior Management Team's compensation.
119

What we strive for What it means
Competitive and fair
Levels of pay and benefits to attract and retain the right people.
Drive the right behaviors
Reward policy and practices that drive behaviors supporting our Company strategy and business objectives.
Shareholder alignment
Variable compensation plans that support a culture of entrepreneurship and performance and incorporate both short-term and longer-term financial and operational metrics strongly correlated to the creation of shareholder wealth. Long-term incentives are designed to maintain sustained commitment and ensure that the interests of our Global Senior Management Team are aligned with those of our shareholders.
Pay for performance
Total reward structured around pay in line with performance, providing the opportunity to reward strong corporate and individual performance. A significant proportion of top management's compensation is variable (at risk) and based on measures of personal, company and share price performance directly attributable to short-term and long-term value creation.
Transparency
Millicom is committed to expanding transparency, including disclosure around pay for performance, links to value creation, etc.
Market competitive and representative remuneration
Compensation is designed to be market competitive and representative of the seniority and importance of roles, responsibilities and geographical locations of individuals.
Retention of key talent
Variable compensation plans include a significant portion of deferred share-based or cash compensation, the payout of which is conditional on future employment with the Company for three-year rolling periods, starting on the grant date.
Executive management to be "invested"
The Global Senior Management Team, through Millicom’s share ownership guidelines, is required to reach and maintain a significant level of personal ownership of Millicom shares.

To drive the right behaviors and ensure expectations are aligned, we communicate clearly to our employees what we do and do not do when it comes to compensation. A summary is set out in the table below:
What we do What we don't do
Align pay and performance.
Create special executive perquisites.
Designate a substantial majority of executive pay as at risk, based on a mix of absolute and relative financial and share price performance metrics.
Permit executives to hedge company shares.
Impose limits on maximum incentive payouts.
Provide dividends or dividend equivalents on unearned PSUs.
Engage in a rigorous target-setting process for incentive metrics.
Offer tax gross-ups related to change in control.
Set our STI threshold to pay only at 95% and higher levels of achievement.
 
Maintain robust share ownership guidelines for our top 30 executives.
  
Provide “double-trigger” change in control provisions in equity awards.
  
Maintain clawback policies that apply to our performance-based incentive plans.
  
Retain an independent compensation consultant
  

2.2 Elements of Executive Pay
Compensation for the Global Senior Management Team in 2024 comprised a base salary, a short-term incentive (”STI”) plan and a long-term incentive (“LTI”) plan, together with pension contributions and other benefits (e.g. healthcare).

Salary
Pay element Purpose Maximum opportunity
Purpose and link to strategy Designed to be market competitive to attract and retain talent
No absolute maximum has been set for Group Leadership Team salaries. The committee considers increases on a case-by-case basis based on peer comparison. Pay increases usually reflect a combination of roles and responsibilities, local market conditions and individual performance.
Operational execution
Paid monthly in cash in U.S. dollars or the home currency of the executive
The Compensation and Talent Committee aims to set salaries for the Group Leadership Team at the median of the peer group.
Reviewed by the Compensation and Talent Committee every March
120

STI    
Pay element Purpose Payout opportunity
Purpose and link to strategy
The STI links reward to key business targets (75%) and individual contribution / personal performance (25%).

Financial and operational targets are: Service Revenue (25%); EBITDA (25%) and EFCF.

The STI aligns with shareholders’ interests through the provision of a portion of the payment delivered in share units deferred over three years (DSP) for the senior leadership team. The DSP is awarded upon achieving the performance targets, with 30% paid after one year, 30% after the second year and 40% after the third year of the grant date.

These plans help incentivize and motivate leadership to execute strategic plans in operational decision-making and achieve short-term performance goals, impacting Company performance and enhancing its value.
Service Revenue: With less than 98% of the target the award falls to 0%. The threshold achievement is 98% of the target, resulting in a payout of 90%. The opportunity is 200% for the achievement of 104%.

EBITDA: With less than 90% of the target the award falls to 0%. The threshold achievement is 90% of the target, resulting in a payout of 10%. The opportunity is 200% for the achievement of 110%.

EFCF: With less than 92.5% of the target the award falls to 0%. The threshold achievement is 92.5% of the target, resulting in a payout of 50%. The opportunity is 300% for the achievement of 120%.
Benchmarking
Our STI is a key component of the Millicom Group culture. We benchmark to peer companies within the U.S. and Latin America
Each year the Compensation and Talent Committee determines the annual STI opportunity for the Group Leadership Team.


LTI    
Pay element Purpose Payout opportunity
Purpose and link to strategy
The LTI links an important part of overall Global Senior Management Team compensation with the interests of our shareholders, encouraging long-term value creation and retention.
Millicom maintains unified goals and objectives in the LTI program for the Global Senior Management Team, with the purpose of driving the successful achievement of three-year performance goals designed to enhance long-term value of the Company.

The LTI is a share-based plan whereby share awards that are granted fully vest at the end of a three-year period, subject to achievement of certain performance measures and fulfillment of conditions.

The weights for the LTI component are: Stock Appreciation Rights (SARs) (60%); Restricted Stock Units (RSUs) (30%); and Performance Shares with ESG target achievement (10%).

The peer group for the LTI 2024 is: America Movil, TIM Brazil, TEF Brazil, Entel Chile, Lilac, Telecom Argentina, Grupo Televisa, Megacable.
Stock Appreciation Rights (SARs): Payout is based on the share price appreciation at the time of exercise, resulting in the delivery of shares.

Restricted Stock Units (RSUs): Payout is subject to the share price at the time of vesting.

Performance Shares based on ESG metric: If achievement is less than 80% of the target, the award is 0%. Between 80% and 100% of the target, the award is adjusted pro-rata based on performance, starting from 0% to 100% payout. The payout is capped at 100% achievement.
Benchmarking
Our LTI is a key component of the Millicom Group culture.
Each year the Compensation and Talent Committee determines the annual LTI opportunity for the Group Leadership Team.
For executives we benchmark to peer companies based on executive location.


2.3 Other Employment Terms and Conditions
Notice of termination: If the employment of a member of Millicom’s Group Leadership Team is terminated, a notice period of up to 12 months potentially applies. The Board regularly reviews best practices in executive compensation and governance and revises policies and practices when appropriate. Millicom's change-in-control agreements for eligible executives include "double-trigger" provisions, which require an involuntary termination (in addition to change in control) for accelerated vesting of awards.

Deviations from the policy and guidelines: In special circumstances, the Board may deviate from the above policy and guidelines; for example, providing additional variable remuneration in the case of exceptional performance.
2.4 Other Executive Compensation Policies
121

On December 1, 2023, Millicom adopted a compensation recoupment policy, which is included as Exhibit 97.1 to this Annual Report. The policy remains in effect in 2024 and provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements.

In addition, the Company’s insider trading policy prohibits any hedging or speculative transactions in the Company’s shares, including the use of options and other derivatives. It also prohibits directors and employees from selling the Company’s stock short.

3. Total Group Leadership Team compensation

The compensation for the Group Leadership Team members is heavily weighted to variable compensation subject to a vesting period. As a result, total reported compensation may differ significantly relative to the actual realized compensation in any given year. Aggregate compensation paid to our Group Leadership Team in 2024 was $25 million. In addition, for the year ended December 31, 2024, our Group Leadership Team received 136,464 grant units of shares for a total amount of $2 million and 90,809 grant units related to stock appreciation rights in connection with the short-term and long-term share based incentive programs, and the Company set aside $1 million for pension obligations. For more information, see Note B.4 to our audited consolidated financial statements, included elsewhere in this Annual Report.

Group Leadership Team
Name
 Position Role and responsibilities
Mr. Marcelo Benítez
 CEO • Leading the development and execution of the Company’s strategy
• Overseeing day-to-day activities and management decisions
• Acting as liaison between the Board and management of the Company
• Leading the Group Leadership Team
Mr. Marcelo Benítez
Chief Executive Officer
Marcelo Benitez initiated his career with the company in 1997 and was elected Chief Executive Officer (CEO) on June 1, 2024.

Marcelo Benitez assumed the role of CEO of Millicom on June 1, 2024. With an extensive 27-year professional journey in the Millicom Group, he brings a wealth of experience in the telecommunications and technology sectors, along with a profound understanding of the Latin American region.

He initiated his career with the company in 1997 as a customer service representative in his homeland of Paraguay. Since then, he has forged a remarkable career trajectory within the organization, assuming pivotal roles across multiple countries spanning Latin America and Africa during Millicom's tenure on the continent.

Mr. Benitez held the position of Vice President for the Central America Region, where he oversaw the Company’s operations across Honduras, El Salvador, Costa Rica, Nicaragua, and Panama. His career with Tigo has also included roles as General Manager of Tigo El Salvador and General Manager of Tigo Business (Tigo’s B2B operations), among others.

His most recent role before becoming CEO was in Tigo Panamá, where he oversaw the successful integration of Cable Onda and Movistar Panama. This integration solidified the Company's position as the leading provider of telecom services in the country.

Recognized as a passionate and customer-committed leader and innovator, he stands out for his leadership focus on talent development; organizational culture, Sangre Tigo, and a passion for industry effort and commitment to the region's inhabitants and community in Latin America.

Mr. Benitez holds an MBA from Pontificia Universidad Católica de Chile, a BBA from Pacific University, and completed a leadership program at Stanford University.

MILLICOM SHAREHOLDING AT December 31, 2024: 42,706 shares.

The other Group Leadership Team members support the CEO in the day-to-day operation and management of the Group within their specific areas of expertise. The Group Leadership Team meets at least once a month and more frequently when required. Millicom’s Group Leadership Team is comprised of the CEO and the following individuals:

122

Name
Position
 Role responsibilities
Mr. Bart Vanhaeren Chief Financial Officer
Finance and financial planning; financial performance reporting, including external financial reporting; budgeting, forecasting and monitoring expenditures and costs; implementation and enhancement of related controls; risk management.
Mr.Guillaume Duhaze Chief Technology & Information Officer
Networks, information technology and cybersecurity within the Group.
Mr. Karim Lesina Chief External Affairs Officer
Government relations, regulatory affairs, corporate communications and corporate responsibility, including ESG strategy.
Mr. Salvador Escalón Chief Legal and Compliance Officer Legal and corporate governance matters, including oversight, identification and management of legal issues, risks and claims of the Group; legal aspects of mergers and acquisitions and other corporate and commercial transactions; data privacy; compliance matters such as ethics, anti-bribery, anti-corruption, anti-money laundering and related compliance programs
The profiles of the other Group Leadership Team members are provided below:
Mr. Bart Vanhaeren
Chief Financial Officer
Bart Vanhaeren joined Millicom in 2011, where he held several senior management positions. In April 2019, he assumed the role of Vice President of Corporate Finance at Millicom, and on April 15, 2024, he was appointed Chief Financial Officer.

He commenced his career over two decades ago with one of the Big 4 accounting firms, where he established a robust foundation in accounting and financial analysis. Transitioning to an in-house role in 2007, he assumed the position of Strategy and Corporate Development Manager at 3M, overseeing the EMEA region. In this capacity, he garnered extensive expertise spanning Western Europe, as well as emerging markets in Eastern Europe, the Middle East, and South Africa.

He started to work at Millicom in 2011 where he held various senior management positions including CFO Residential Business, Director B2B and Head of M&A. He was appointed Vice President of Corporate Finance of Millicom in April 2019 and he was responsible for the strategic parts of finance: Treasury, Tax, M&A, and Corporate Administration.

He holds a Master's Degree in Economics from the Catholic University of Leuven and an MBA from VUB-Solvay.

MILLICOM SHAREHOLDING AT December 31, 2024: 39,914 shares.1

Mr. Karim Lesina

Chief External Affairs Officer
Karim joined the Group Leadership Team as Executive Vice President, Chief External Affairs Officer in November 2020.
Previously, he held the position of Senior Vice President, International External and Regulatory Affairs at AT&T, where he directed the internal international and regulatory affairs teams, as well as the external and regulatory affairs teams, across four international affiliates: Turner, Warner Media, AT&T Latin America and Direct TV. Prior to AT&T, Karim led the corporate affairs team at Intel as the Government Affairs Manager for Europe, Africa and the Middle East. Rounding out a strong portfolio, he acquired extensive agency experience through his work with multinational public relations and communications firms at the commencement of his career.
Born in Dakar (Senegal), Karim is an Italian-Tunisian national and has a Master’s in Economics of Development at the Catholic University of Louvain-la-Neuve.
MILLICOM SHAREHOLDING AT December 31, 2024: 69,348 shares.
Mr. Salvador Escalón

Chief Legal and Compliance Officer
Salvador became General Counsel in 2013, Executive Vice President in 2015 and Chief Legal and Compliance Officer in 2020.
Salvador joined Millicom as Associate General Counsel Latin America in 2010. From 2006 to 2010, Salvador was Senior Counsel at Chevron Corporation, with responsibility for legal matters related to Chevron’s downstream operations in Latin America. Previously, he practiced at the law firms Skadden, Morgan Lewis and Akerman Senterfitt.
Salvador is an American national. He holds a J.D. from Columbia Law School and a B.B.A. in Finance and International Business from Florida International University.
MILLICOM SHAREHOLDING AT December 31, 2024 129,519 shares.



1 Refer to the Compensation information section for outstanding share awards
123

Guillaume Duhaze

Chief Technology & Information Officer

Guillaume Duhaze oversees all network and IT activities at Millicom, defining the strategy and managing the capex investment and opex with all the Millicom operations. In addition to this role, Guillaume also oversees the Information Security office.
Before joining Millicom, Guillaume was based in Dublin and held the position of CTO for Eir, the incumbent operator in Ireland. In this role, Guillaume led a complete transformation and rationalization of the mobile and fixed network, allowing Eir to be one of the first operators to open 5G in Europe and at the forefront of the FTTH deployment.

Before his term at Eir, Guillaume held several senior management positions at SFR, the second largest operator in France, as VP of Network Engineering and then Senior VP Network and IT Operations, conducting a series of transformations.

Born in France Guillaume holds a Master of Engineering from ESIEE (Ecole Superieure d’Ingenieur en Electronique et Electrotechnique)

MILLICOM SHAREHOLDING AT December 31, 2024: None.


Principal Accountant Fees and Services
The following table summarizes the aggregate amounts paid to Millicom’s auditors for the years ended December 31, 2024 and 2023.
2024 2023
KPMG EY
(US$ millions)
Audit fees 4.4  5.6 
Audit related fees —  0.8 
Tax fees 0.1  0.2 
Other fees 0.1  0.3 
Total 4.6  6.9 

Audit related services consist principally of consultations related to financial accounting and reporting standards, including the issuance of comfort letters for securities offerings. Tax services consist principally of tax advisory services and tax compliance services. All other fees are for services not included in the other categories. 100% of the audit related, tax and other fees for 2024 and 2023 were approved by the Audit and Compliance Committee.
Audit and Compliance Committee Pre-approval Policies
The policies and procedures provide that requests for categories of non-audit services by Millicom’s auditors that have been pre-approved by the Audit and Compliance Committee must be approved by management and subsequently reported to the Audit and Compliance Committee on at least a quarterly basis, subject to a maximum annual and individual project cap. Other permitted services not listed in the pre-approved services list ratified by the Audit and Compliance Committee must be pre-approved by the Audit and Compliance Committee’s Chair in between the regularly scheduled meetings and subsequently approved by the Audit and Compliance Committee in full (during scheduled meetings), regardless of the level of fees.




124

Purchases of Equity Securities
The following table provides information about purchases by us and our affiliated purchasers during the fiscal year ended December 31, 2024 of equity securities that are registered pursuant to Section 12 of the Exchange Act.
Period(1)
(a)Total Number of Shares Purchased(2)
(b)Average Price Paid per Share(3)
(c)Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(d)Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
01/01/24 - 01/31/24
 864,644  $ 17  864,644  852,632 
02/01/24 - 02/29/24
 466,308  $ 19  466,308  386,324 
03/01/24 - 03/31/24
 141,668  $ 19  141,668  244,656 
04/01/24 - 04/30/24
 147,105  $ 20  147,105  97,551 
05/01/24 - 05/22/24
 97,551  $ 23  97,551  — 
12/01/24 – 12/31/24
 1,266,044  $ 25  1,266,044  15,933,956 
Total
2,983,320
 $ 21 
2,983,320
 15,933,956 
(1) On December 14, 2023, the Board announced a share repurchase program for up to 2,000,000 SDRs (approximately $35 million) that expired on May 22, 2024. On November 29, 2024, the Board announced another share repurchase program for up to $150 million that is expected to expire on May 21, 2025.

(2) Amounts expressed in SDRs
(3) Amounts expressed in USD


Change in Registrant's Certifying Accountant
On May 23, 2024, at the Annual General Meeting of Shareholders, KPMG Audit S.à r.l. and KPMG LLP (together, “KPMG”) were elected as our independent registered public accounting firm for the 2024 fiscal year. Such election and change of independent registered public accounting firm was adopted at the proposal of the Nomination Committee and in accordance with the recommendation from the Audit and Compliance Committee. Accordingly, Ernst & Young S.A. (“EY”) was not re-elected for another term and was dismissed as our independent registered public accounting firm.
The audit report of EY on our consolidated financial statements as of December 31, 2023 and 2022, and for the three-year period ended December 31, 2023, did not contain any adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal year ended December 31, 2023, and through the date of filing of this Annual Report, there has not been any disagreement on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of EY, would have caused them to make reference to the subject matter of the disagreement in connection with their report, nor has there been any “reportable event” as described in Item 16F(a)(1)(v) of Form 20-F.

We have provided a copy of the above statements to EY and requested that EY furnish us with a letter addressed to the SEC stating whether or not they agree with the above disclosure. A copy of that letter, dated April 8, 2025, is filed as Exhibit 15.3 to this Annual Report.

Further, during the fiscal year ended December 31, 2023, and through the date of filing of this Annual Report, we have not consulted with KPMG regarding: (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered with respect to the Group’s consolidated financial statements; or (iii) any matter that was either the subject of a disagreement as that term is defined in Item 16F(a)(1)(iv) of Form 20-F or a “reportable event” as described in Item 16F(a)(1)(v) of Form 20-F.





125

FINANCIAL STATEMENTS
Financial Statements are filed as part of this Annual Report, beginning on page F-1.
EXHIBITS
Amended and Restated Articles of Association of Millicom International Cellular S.A.
Description of Share Capital (incorporated herein by reference to Exhibit 2.1. to the Company’s Annual Report on Form 20-F/A, filed with the SEC on March 1, 2022)
Amended and Restated Indenture for the $500,000,000 5.125% Senior Notes due 2028 between Millicom International Cellular S.A., Citibank, N.A., London Branch and Citigroup Global Markets Deutschland AG, dated May 30, 2018 (incorporated herein by reference to Exhibit 4.2 to the Company's Registration Statement on Form 20-F, filed with the SEC on December 13, 2018)
Revolving Credit Agreement, among Millicom International Cellular S.A., the lenders from time to time party thereto, and the Bank of Nova Scotia, dated October 15, 2020 (incorporated herein by reference to Exhibit 4.2 to the Company's Annual Report on Form 20-F, filed with the SEC on March 10, 2021)
Amendment No. 1 to Revolving Credit Agreement, between Millicom International Cellular S.A. and the Bank of Nova Scotia, dated June 26, 2023
Amendment No. 2 to Revolving Credit Agreement, among Millicom International Cellular S.A., the lenders from time to time party thereto, and the Bank of Nova Scotia, dated August 22, 2024
4.5
Indenture for the $750,000,000 6.250% Senior Notes due 2029, between Millicom International Cellular S.A., Citibank, N.A., London Branch and Citigroup Global Markets Europe AG, dated March 25, 2019 (incorporated herein by reference to Exhibit 4.6 to the Company's Annual Report on Form 20-F, filed with the SEC on February 28, 2020)
4.6
Indenture for the $500,000,000 4.500% Senior Notes due 2031, between Millicom International Cellular S.A., Citibank, N.A., London Branch and Citigroup Global Markets Europe AG, dated October 27, 2020 (incorporated herein by reference to Exhibit 4.7 to the Company’s Annual Report on Form 20-F, filed with the SEC on March 10, 2021)
4.7
Indenture for the $300,000,000 5.875% Senior Notes due 2027, between Telefónica Celular del Paraguay S.A., Citibank, N.A. and Banque Internationale à Luxembourg S.A., dated April 5, 2019 (incorporated herein by reference to Exhibit 4.9 to the Company’s Annual Report on Form 20-F/A, filed with the SEC on March 1, 2022)
4.8
First Supplemental Indenture for the $250,000,000 5.875% Senior Notes due 2027, between
Telefónica Celular del Paraguay S.A., Citibank, N.A. and Banque Internationale à Luxembourg S.A., dated January 28, 2020 (incorporated herein by reference to Exhibit 4.10 to the Company’s Annual Report on Form 20-F/A, filed with the SEC on March 1, 2022)
4.9
Indenture for the $600,000,000 4.500% Senior Notes due 2030, among Cable Onda, S.A., Citibank, N.A., and Banque Internationale à Luxembourg S.A. dated October 28, 2019 (incorporated herein by reference to Exhibit 4.11 to the Company's Annual Report on Form 20-F/A, filed with the SEC on March 1, 2022)
Indenture for the $900,000,000 5.125% Senior Notes due 2032, among Walkers Fiduciary Limited, CT Trust, the guarantors named therein and the Bank of New York Mellon, dated February 3, 2022 (incorporated herein by reference to Exhibit 4.12 to the Company’s Annual Report on Form 20-F/A, filed with the SEC on March 1, 2022)
Terms and Conditions for Millicom International Cellular S.A.’s SEK 2.25 Billion Floating-Rate
Senior Unsecured Sustainability Bond due 2027 (incorporated herein by reference to Exhibit 4.13 to the Company’s Annual Report on Form 20-F/A, filed with the SEC on March 1, 2022)
4.12
Credit and Guaranty Agreement, among Telemóvil El Salvador, S.A. de C.V., Telefonía Celular de Nicaragua, S.A., Millicom International Cellular S.A., the lenders named therein and the Bank of Nova Scotia, dated September 12, 2022 (incorporated herein by reference to Exhibit 4.14 to the Company’s Annual Report on Form 20-F, filed with the SEC on March 12, 2024)
Sale and Purchase Agreement, between SBA Telecommunications LLC and Millicom International Cellular S.A., dated October 28, 2024
126

Indenture for the $450,000,000 7.375% Senior Notes due 2032, by and between Millicom International Cellular S.A. and Citibank, N.A., London Branch dated April 2, 2024.
List of significant subsidiaries
Insider Trading Policy of Millicom International Cellular S.A.
Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002
Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002
13.1**
 Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002
13.2**
 Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002
Consent of KPMG LLP
Consent of Ernst & Young S.A.
Letter of Ernst & Young S.A. regarding change in the independent registered public accounting firm
Millicom International Cellular S.A. Compensation Recoupment Policy (incorporated herein by reference to Exhibit 4.14 to the Company’s Annual Report on Form 20-F, filed with the SEC on March 12, 2024)
101.INS Inline XBRL Instance Document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL
 Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
 Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
 Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
0.0 Cover Page Interactive Data File (embedded within the Inline XBRL document)
______________________

*    Filed herewith
**    Furnished herewith

SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
MILLICOM INTERNATIONAL CELLULAR S.A.
Date: April 8, 2025 By:
/s/ Bart Vanhaeren
Name: Bart Vanhaeren
Title: Chief Financial Officer
By:
/s/ Marcelo Benitez
Name: Marcelo Benitez
Title: Chief Executive Officer

127


INDEX TO FINANCIAL STATEMENTS
Audited Consolidated Financial Statements of Millicom International Cellular S.A. at December 31, 2024 and 2023 and for the Years Ended December 31, 2024, 2023 and 2022
Report of independent registered public accounting firm PCAOB ID 185
Report of independent registered public accounting firm PCAOB ID 1367
Consolidated statement of income for the years ended December 31, 2024, 2023 and 2022
Consolidated statement of comprehensive income for the years ended December 31, 2024, 2023 and 2022
Consolidated statement of financial position at December 31, 2024 and 2023
Consolidated statement of cash flows for the years ended December 31, 2024, 2023 and 2022
Consolidated statement of changes in equity for the years ended December 31, 2024, 2023 and 2022
Notes to the consolidated financial statements
F-1

Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of
Millicom International Cellular S.A.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statement of financial position of Millicom International Cellular S.A. and subsidiaries (the Company) as of December 31, 2024, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the year ended December 31, 2024, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and its financial performance and its cash flows for the year ended December 31, 2024, in conformity with International Financial Reporting Standards Accounting Standards as issued by the International Accounting Standards Board.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission , and our report dated April 8, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

















F-2

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Sufficiency of audit evidence over certain service revenue streams

As discussed in Note B.1.1 to the consolidated financial statements, the Company recorded $5,804 million of revenue of which $5,417 million related to service revenue streams for the year ended December 31, 2024. The processing and recording of revenue from these revenue streams is reliant upon multiple information technology (IT) systems.

We identified the evaluation of the sufficiency of audit evidence over revenue from certain service revenue streams as a critical audit matter. Subjective auditor judgment was required in evaluating the sufficiency of audit evidence over these service revenue streams due to the volume of data and number of IT systems utilized throughout these revenue recognition processes. Specifically, obtaining an understanding of the systems and processes to evaluate whether relevant revenue data was processed and recorded across the various IT systems required significant auditor effort and specialized skills and knowledge.

The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over these service revenue streams, including the IT systems tested. We evaluated the design and tested the operating effectiveness of certain internal controls related to these service revenue processes. We reconciled information from the IT systems to the general ledger. For a selection of transactions, we compared the amount of revenue recorded to underlying documentation, including Company internal data, executed contracts, and other third-party data. In addition, we involved IT professionals with specialized skills and knowledge who assisted in testing relevant IT systems and internal controls over the Company’s revenue recognition processes. We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the relevance and reliability of evidence obtained.

Goodwill impairment analysis for the Nicaragua cash-generating unit

As discussed in Notes E.1.5 and E.1.6 to the consolidated financial statements, the carrying amount of goodwill as of December 31, 2024 was $4,094 million, of which $197 million was allocated to the Nicaragua cash-generating unit (CGU). The Company tests for impairment of goodwill from CGUs at least annually and more frequently if events or changes in circumstances indicate that the carrying value may be impaired. The carrying value is compared to the recoverable amount of each CGU measured based on value-in-use using a discounted cash flow model. Based on the Company’s analysis, the Company determined that the recoverable amount of the Nicaragua CGU was in excess of its carrying value and therefore did not record any goodwill impairment.

We identified the evaluation of the goodwill impairment analysis for the Nicaragua CGU as a critical audit matter. Subjective auditor judgment and specialized skills and knowledge were required to evaluate certain assumptions used in measuring the recoverable amount of the CGU. We performed sensitivity analyses as a risk assessment procedure over assumptions used to estimate the recoverable amount of this CGU. The estimated recoverable amount of the CGU was sensitive to minor changes in the weighted average cost of capital (WACC) after tax rate, perpetual growth rate, average capital expenditure (CAPEX) intensity and average earnings before interest, taxes depreciation and amortization (EBITDA) margin assumptions and such assumptions were subject to measurement uncertainty.




F-3

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s goodwill impairment process for the Nicaragua CGU, including controls over the development and selection of the WACC after tax rate, perpetual growth rate, average CAPEX intensity and average EBITDA margin. We evaluated the average CAPEX intensity and average EBITDA margin assumptions by considering current and past performance.

In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in:
•comparing the Company’s WACC after tax rate to a range of independently developed WACC after tax rates using publicly available market data
•evaluating the perpetual growth rate used by the Company by comparing it to industry and market data for comparable entities
•recalculating the recoverable amount of the Nicaragua CGU

/s/ KPMG LLP

We have served as the Company’s auditor since 2024.


Miami, Florida
April 8, 2025

















F-4

Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Millicom International Cellular S.A.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statement of financial position of Millicom International Cellular S.A. (the “Group “) as of December 31, 2023, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows, for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Group at December 31, 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standard Board (“IASB”).

Basis for Opinion

These consolidated financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on the Group’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.



/s/ Ernst & Young
Société anonyme
Cabinet de révision agréé


Luxembourg, Grand Duchy of Luxembourg
March 12, 2024|

We served as the Company’s auditor from 2012 through 2024.




F-5

Consolidated financial statements for the years ended
December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
Consolidated statement of income for the years ended December 31, 2024, 2023 and 2022
Notes
 2024 2023 2022
(US$ millions)
Revenue B.1. 5,804 5,661 5,624
Equipment, programming and other direct costs B.2. (1,420) (1,507) (1,506)
Operating expenses B.2. (1,915) (2,043) (1,890)
Depreciation E.2.2., E.3. (916) (978) (999)
Amortization E.1.3. (319) (360) (345)
Share of profit in joint ventures
 A.2. 54 42 32
Other operating income (expenses), net B.2. 54 10 (2)
Operating profit 1,342 826 915
Interest and other financial expenses C.3.3., E.3. (716) (712) (617)
Interest and other financial income C.3.1. 46 28 18
Other non-operating (expenses) income, net B.5., C.7.3. (119) 36 (78)
Profit (loss) from other joint ventures and associates, net
A.2., A.3.
 — (3) —
Profit (loss) before taxes from continuing operations 552 175 238
Tax expense B.6. (281) (424) (222)
Profit (loss) from continuing operations 271 (249) 16
Profit (loss) from discontinued operations, net of tax E.4.2. (3) 4 113
Net profit (loss) for the year
 268 (245) 129
Attributable to:
Owners of the Company 253 (82) 177
Non-controlling interests A.1.4. 15 (163) (48)
Earnings per common share for profit attributable to the owners of the Company B.7.
Basic ($ per share) 1.47 (0.48) 1.27
Diluted ($ per share) 1.46 (0.48) 1.27





The accompanying notes are an integral part of these consolidated financial statements.

F-6

Consolidated financial statements for the years ended
December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
Consolidated statement of comprehensive income for the years ended December 31, 2024, 2023 and 2022
2024 2023 2022
(US$ millions)
Net profit (loss) for the period 268 (245) 129
Other comprehensive income (to be reclassified to statement of income in subsequent periods), net of tax:
Exchange differences on translating foreign operations 15 33 19
Change in value of cash flow hedges, net of tax effects (4) (10) 9
Other comprehensive income (not to be reclassified to the statement of income in subsequent periods), net of tax:
Remeasurements of post-employment benefit obligations, net of tax effects 1 (2) (2)
Total comprehensive income (loss) for the period 280 (223) 155
Attributable to:
Owners of the Company 250 (35) 204
Non-controlling interests 30 (188) (49)
Total comprehensive income (loss) for the period arises from:
Continuing operations 283 (228) 42
Discontinued operations (3) 4 113





The accompanying notes are an integral part of these consolidated financial statements.
F-7

Consolidated financial statements for the years ended
December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
Consolidated statement of financial position at December 31, 2024 and 2023
Notes
 December 31, 2024 December 31, 2023
(US$ millions)
ASSETS
NON-CURRENT ASSETS
Intangible assets, net E.1. 6,908 7,785
Property, plant and equipment, net E.2. 2,847 3,107
Right of use assets, net E.3. 792 896
Investment in Honduras joint venture A.2. 561 576
Contract costs, net F.5. 12 12
Deferred tax assets B.6. 153 141
Other non-current assets 84 84
TOTAL NON-CURRENT ASSETS 11,357 12,601
CURRENT ASSETS
Inventories F.2. 44 45
Trade receivables, net F.1. 390 443
Contract assets, net F.5. 77 82
Amounts due from non-controlling interests, associates and joint ventures G.5. 15 12
Derivative financial instruments D.1.2. — 6
Prepayments 94 82
Accrued income 87 86
Current income tax assets 109 118
Supplier advances for capital expenditure 16 21
Other current assets 166 190
Restricted cash C.5. 57 56
Cash and cash equivalents C.5. 699 775
TOTAL CURRENT ASSETS 1,753 1,915
Assets held for sale E.4. 627 —
TOTAL ASSETS 13,737 14,516
















The accompanying notes are an integral part of these consolidated financial statements.

F-8

Consolidated financial statements for the years ended
December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
Consolidated statement of financial position at December 31, 2024 and 2023
Notes
 December 31, 2024 December 31, 2023
(US$ millions)
EQUITY AND LIABILITIES
EQUITY
Share capital and premium C.1. 1,322 1,334
Treasury shares (43) (8)
Other reserves C.1. (531) (500)
Retained profits 2,628 2,785
Net profit/ (loss) for the period/year attributable to owners of the Company 253 (82)
Equity attributable to owners of the Company 3,628 3,529
Non-controlling interests A.1.4. (54) (84)
TOTAL EQUITY 3,574 3,445
LIABILITIES
NON-CURRENT LIABILITIES
Debt and financing C.3. 5,533 6,476
Lease liabilities C.4. 798 854
Derivative financial instruments D.1.2. 59 46
Amounts due to non-controlling interests, associates and joint ventures G.5. 34 12
Payables and accruals for capital expenditure F.4.3. 194 885
Provisions and other non-current liabilities F.4.2. 283 330
Deferred tax liabilities B.6. 149 140
TOTAL NON-CURRENT LIABILITIES 7,050 8,742
CURRENT LIABILITIES
Debt and financing C.3. 282 221
Lease liabilities C.4. 156 189
Put option liability C.7.4. — 86
Payables and accruals for capital expenditure 305 314
Other trade payables 300 390
Amounts due to non-controlling interests, associates and joint ventures G.5. 105 62
Accrued interest and other expenses F.4.1. 421 444
Current income tax liabilities 122 93
Contract liabilities F.5. 121 156
Dividend payable 172 —
Provisions and other current liabilities F.4.1. 421 374
TOTAL CURRENT LIABILITIES 2,404 2,329
Liabilities directly associated with assets held for sale E.4. 709 —
TOTAL LIABILITIES 10,163 11,071
TOTAL EQUITY AND LIABILITIES 13,737 14,516


The accompanying notes are an integral part of these consolidated financial statements.
F-9

Consolidated financial statements for the years ended
December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
Consolidated statement of cash flows for the years ended December 31, 2024, 2023 and 2022
Notes
 2024 2023 2022
(US$ millions)
Cash flows from operating activities (including discontinued operations)
Profit before taxes from continuing operations 552 175 238
Profit before taxes from discontinued operations E.4.2. (3) 4 116
Profit before taxes 549 179 354
Adjustments to reconcile to net cash:
Interest expense on leases C.3.3., E.3. 122 117 131
Interest expense on debt and other financing C.3.3., E.3. 594 595 497
Interest and other financial income C.3.1. (46) (28) (18)
Adjustments for non-cash items:
Depreciation and amortization E.1., E.2., E.3. 1,234 1,338 1,364
Share of profit in joint ventures
 A.2. (54) (42) (32)
Gain on disposal and impairment of assets, net B.2., E.4.2. (54) (10) (122)
Share-based compensation C.1. 50 52 29
Loss from other associates and joint ventures, net A.3. — 3 0
Other non-operating (income) expenses, net B.5. 119 (36) 77
Changes in working capital:
Decrease (increase) in trade receivables, prepayments and other current assets, net 36 (245) (104)
Decrease (increase) in inventories — 11 5
Increase (decrease) in trade and other payables, net (92) 47 (37)
Changes in contract assets, liabilities and costs, net (42) 65 (14)
Total changes in working capital (97) (123) (151)
Interest paid on leases (120) (115) (128)
Interest paid on debt and other financing (499) (505) (411)
Interest received 43 31 8
Taxes paid (239) (233) (316)
Net cash provided by operating activities 1,603 1,223 1,284
Cash flows from investing activities (including discontinued operations):
Acquisition of subsidiaries, joint ventures and associates, net of cash acquired A.1. — — (283)
Proceeds from the disposal of subsidiaries and associates 5 — 152
Purchase of spectrum and licenses (135) (236) (93)
Purchase of other intangible assets E.1.4. (94) (133) (179)
Purchase of property, plant and equipment E.2.3. (540) (814) (800)
Proceeds from sale of property, plant and equipment E.2. 58 17 21
Dividends and dividend advances received from joint ventures and associates A.2.2. 66 63 10
Settlement of derivative financial instruments 9 (26) 11
Transfer (to) / from pledge deposits, net C.5.3. 5 (6) 33
Loans granted within the Tigo Money lending activity, net (2) (4) (3)
Cash (used in) provided by other investing activities, net D.1.2. 25 24 25
Net cash used in investing activities (604) (1,116) (1,104)
Cash flows from financing activities (including discontinued operations):

F-10

Consolidated financial statements for the years ended
December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
Notes
 2024 2023 2022
Proceeds from debt and other financing C.6. 604 362 1,570
Repayment of debt and other financing C.6. (1,366) (632) (2,127)
Lease capital repayment C.6. (204) (177) (157)
Capital injection in subsidiary (Non-controlling interests' portion) C.7.4. — 74 —
Proceeds from the rights offering, net of costs C.1. — — 717
Advances and dividends paid to non-controlling interests A.1./A.2. — — (4)
Share repurchase program (99) (5) —
Net cash from (used in) financing activities (1,066) (377) (1)
Exchange impact on cash and cash equivalents, net (8) 6 (11)
Net increase (decrease) in cash and cash equivalents (76) (264) 168
Cash and cash equivalents at the beginning of the year 775 1,039 895
Effect of cash in disposal group held for sale E.4.2. — — (24)
Cash and cash equivalents at the end of the year 699 775 1,039




























The accompanying notes are an integral part of these consolidated financial statements.
F-11
Consolidated financial statements for the years ended
December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
Consolidated statement of changes in equity for the years ended December 31, 2024, 2023 and 2022
Number of shares (000’s)(iii)
Number of shares held by the Group (000’s)
Share capital (i)
 Share premium (i)
Treasury shares
Retained profits(ii)
Other reserves (i)
Total
Non- controlling interests
Total equity
(US$ millions)
Balance on January 1,2022 101,739 (1,538) 153 476 (60) 2,609 (594) 2,583 157 2,740
Total comprehensive income/ (loss) for the year — — — — — 177 27 204 (49) 155
Effects of rights offering (i) 70,357 — 106 611 — — — 717 — 717
Dividends to non-controlling interests (i) — — — — — — — — (2) (2)
Purchase of treasury shares (i) — (93) — — (4) 1 — (3) — (3)
Share based compensation (i) — — — — — — 25 25 1 26
Issuance of shares under share-based payment schemes — 419 — (2) 16 4 (17) 1 — 1
Effect of the buy-out of non-controlling interests in Panama (v) — — — — — 78 — 78 (78) —
Balance on December 31, 2022 172,096 (1,213) 258 1,085 (47) 2,868 (559) 3,605 29 3,634
Total comprehensive income/ (loss) for the year — — — — — (82) 47 (35) (188) (223)
Transfer to legal reserve — — — — — (2) 2 — — —
Purchase of treasury shares (iv) — (604) — — (18) 7 — (10) — (10)
Share based compensation (i) — — — — — — 50 50 1 52
Issuance of shares under share-based payment schemes — 1,447 — (9) 57 (7) (40) 1 — 1
Effect of the buy-out of non-controlling interests in Panama — — — — — (1) — (1) — (1)
Put Option reserve (vi) — — — — — (81) — (81) — (81)
Capital injection in subsidiary (vi) — — — — — — — — 74 74
Balance on December 31, 2023 172,096 (370) 258 1,076 (8) 2,703 (500) 3,529 (84) 3,445
Total comprehensive income/ (loss) for the year — — — — — 253 (3) 250 30 280
Dividends (vii) — — — — — (172) — (172) (1) (173)
Transfer to legal reserve — — — — — (8) 8 — — —
Purchase of treasury shares (iv) — (3,451) — — (73) 1 — (72) — (72)
Share based compensation (i) — — — — — — 49 49 1 50
Share based cancellation — — — — — — (35) (35) — (35)
Issuance of shares under share-based payment schemes — 1,963 — (12) 38 24 (50) 1 — 1
Put Option reserve reversal (vi) — — — — — 79 — 79 — 79
Balance on December 31, 2024 172,096 (1,857) 258 1,064 (43) 2,881 (531) 3,628 (54) 3,574
(i)Share capital, share premium (including the effects of rights offering) and other reserves (including share-based compensation) – see note C.1.
(ii)Retained profits – includes profit for the year attributable to equity holders, of which $562 million (2023: $491 million; 2022: $472 million) are not distributable to equity holders.
(iii)The authorized share capital amounts to $300 million divided into 200 million shares with a par value of $1.50 each following the extraordinary general meeting held on February 28, 2022.
(iv)During the year ended December 31, 2024, Millicom repurchased 2,983,320 shares for a total amount of $63 million and withheld approximately 467,247 shares for the settlement of tax obligations on behalf of employees under share-based compensation plans (2023: 320,985; 2022: 93,413)
(v)See note A.1.2..
(vi)See note C.7.4.
(vii)On November 29, 2024, Millicom' Board has approved an interim dividend of $1.00 per share (or its equivalent in SEK per SDR) for approximately $172 million paid on January 10, 2025.
                The accompanying notes are an integral part of these consolidated financial statements.

F-12
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
Introduction
Corporate Information
Millicom International Cellular S.A. (the “Company” or “MIC S.A.”), a Luxembourg Société Anonyme, and its subsidiaries, joint ventures, joint operations and associates (the “Group” or “Millicom”) is a provider of cable and mobile services dedicated to emerging markets in Latin America. Millicom provides high speed broadband and innovation around The Digital Lifestyle® services through its principal brand Tigo.
The Company’s shares are traded since January 9, 2019, on the Nasdaq Stock Market in the U.S. under the ticker symbol TIGO. As of December 31, 2024 the Company's shares were also traded as Swedish Depositary Receipts on the Stockholm stock exchange under the symbol TIGO SDB (formerly MIC SDB). The Company has its registered office at 148-150 Boulevard de la Pétrusse , L-2330 Luxembourg, Grand Duchy of Luxembourg and is registered with the Luxembourg Register of Commerce under the number RCS B 40 630.As of December 31, 2024 Atlas S.A.S. (formerly known as Atlas Luxco S.à r.l) holds 40.37% of Millicom shares. whose final beneficial owner is Xavier Niel and his family.
On April 4, 2025, the Board of Directors authorized these consolidated financial statements for issuance.
Business activities
Millicom operates its mobile businesses in Latin America (Bolivia, Colombia, El Salvador, Guatemala, Honduras, Nicaragua, Panama and Paraguay). Millicom operates various cable and fixed line businesses in Latin America (Bolivia, Colombia, Costa Rica, El Salvador, Guatemala, Honduras, Nicaragua, Panama and Paraguay). Millicom also provides direct to home satellite service in most of its markets. Millicom also provides Mobile Financial Services (MFS) and tower infrastructure and services.
Our reportable segments consist of Guatemala, Colombia, Panama, Bolivia, Honduras, Paraguay and Other, which includes Nicaragua, Costa Rica and El Salvador.. The Honduras joint venture performance is reviewed by the CODM in a similar manner as for the Group’s fully owned operations and is therefore also shown as a separate operating segment at 100%. However, these amounts are subsequently eliminated in order to reconcile with the Group consolidated numbers, as shown in the reconciliations included in note B.3. Segmental information.
Current macroeconomic environment
The macroeconomic environment remained stable during 2024, although the Colombian peso average foreign exchange rate appreciated 5.6% and the Paraguayan guarani average foreign exchange rate depreciated 3.6%, respectively. In Bolivia, commissions on purchases of U.S dollars at the official rate continued to increase, reaching much as $27 million during 2024, reflecting the acute shortage of U.S dollars available at the official rate.
The Group continues to monitor the developments of the aforementioned events and their potential impact on performance and accounting considerations.
Climate-related risks
As already publicly announced and discussed elsewhere in our external reporting, our goal is to raise the bar on the Group’s contribution on environmental, societal and governance matters. In particular, the Group has committed to short-term goals validated by the Science Based Targets initiative (SBTi). The Group is also committed to the long-term goal of net zero emissions by or before 2050. Although there is no single explicit standard on climate-related matters under IFRS, climate risk and other climate-related matters may impact a number of areas of accounting. Up to now, the Group has not been significantly impacted by climate change, and, currently, management has not considered the climate-related risks as part of the Group's top twelve key risks. Nevertheless, management will continue monitoring every year the potential risks resulting from the effects of climate change in the form of natural disasters, such as extreme weather events affecting our 'Networks and infrastructure resilience'. So far, management has not identified nor considered any material impacts of climate change on assumptions used (e.g. for impairment tests, fair value measurement, etc.) and on the Group's financial reporting (e.g. provisions, fixed assets, etc.).
IFRS Consolidated Financial Statements
Basis of preparation
These financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standard Board ("IASB") and in accordance with IFRS Accounting Standards as adopted by the European Union. These financial statements have been prepared on a historical cost basis, except for certain items including derivative financial instruments (measured at fair value) and financial instruments that contain obligations to purchase own equity instruments (measured at the present value of the redemption price).
F-13
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
This section contains the Group’s material accounting policies that relate to the financial statements as a whole. Material accounting policies specific to one note are included within that note.
Consolidation
The consolidated financial statements of the Group comprise the financial statements of the Company and its subsidiaries as of December 31 of each year. The financial statements of the subsidiaries are prepared for the same reporting year as the Company, using consistent accounting policies. All intra-group balances, transactions, income and expenses, and profits and losses resulting from intra-group transactions are eliminated.
Foreign currency
Financial information in these financial statements are shown in the US dollar presentation currency of the Group and rounded to the nearest million (US$ million) except where otherwise indicated. The financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which each entity operates (the functional currency). The functional currency of each subsidiary, joint venture and associate reflects the economic substance of the underlying events and circumstances of these entities. Except for El Salvador where the functional currency is US dollar, the functional currency in other countries is the local currency.
The results and financial position of all Group entities (none of which operate in an economy with a hyperinflationary environment) with functional currency other than the US dollar presentation currency are translated into the presentation currency as follows:
(i)    Assets and liabilities are translated at the closing rate on the date of the statement of financial position;
(ii)    Income and expenses are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and
(iii)    All resulting exchange differences are recognized as a separate component of equity (currency translation reserve), in the caption “Other reserves”.
On consolidation, exchange differences arising from the translation of net investments in foreign operations, and of borrowings and other currency instruments designated as hedges of such investments, are recorded in equity. When the Group disposes of or loses control or significant influence over a foreign operation, exchange differences that were recorded in equity are recognized in the consolidated statement of income as part of gain or loss on sale or loss of control and/or significant influence.
Goodwill and fair value adjustments arising on acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.
The following table presents functional currency translation rates for the Group’s locations to the US dollar on December 31, 2024 and 2023 and the average rates for the years ended December 31, 2024, 2023 and 2022.
Exchange Rates to the US Dollar Functional Currency 2024 Year-end Rate 2023 Year-end Rate Change % 2024 Average Rate 2023 Average Rate Change % 2022 Average Rate
Bolivia Boliviano (BOB) 6.91  6.91  —  % 6.91  6.91  —  % 6.91 
Colombia Peso (COP) 4,409  3,822  (13.3) % 4,083  4,313  5.6  % 4,254 
Costa Rica Costa Rican Colon (CRC) 513  527  2.8  % 519  550  5.9  % 650 
El Salvador US dollar n/a n/a n/a n/a n/a n/a n/a
Guatemala Quetzal (GTQ) 7.71  7.83  1.6  % 7.76  7.84  1.0  % 7.75 
Honduras Lempira (HNL) 25.44  24.71  (2.8) % 24.88  24.66  (0.9) % 24.56 
Luxembourg Euro (EUR) 0.97  0.91  (6.2) % 0.93  0.93  —  % 0.95 
Nicaragua Cordoba (NIO) 36.62  36.62  —  % 36.62  36.44  (0.5) % 35.87 
Panama Balboa (B/.) (i) n/a n/a n/a n/a n/a n/a n/a
Paraguay Guarani (PYG) 7,831  7,278  (7.1) % 7,569  7,299  (3.6) % 7,008 
Sweden Krona (SEK) 11.07  10.07  (9.0) % 10.57  10.60  0.3  % 10.07 
United Kingdom Pound (GBP) 0.80  0.79  (1.7) % 0.78  0.80  2.7  % 0.81 
(i) the balboa is tied to the United States dollar at an exchange rate of 1:1.





F-14
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
New and amended IFRS accounting standards
The following changes to standards have been adopted by the Group and did not have any significant impact on the Group’s accounting policies or disclosures and did not require retrospective adjustments:
◦Amendments to IFRS 16 'Leases: Lease Liability in a Sale and Leaseback': The amendment specifies the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction when the terms include variable lease payments, to ensure the seller-lessee does not recognize any amount of the gain or loss that relates to the right of use it retains.
◦Amendments to IAS 1, 'Presentation of Financial Statements': These amendments aim to improve the information an entity provides when its right to defer settlement of a liability is subject to compliance with covenants within twelve months after the reporting period.
◦Amendments to IAS 7, 'Statement of Cash Flows' and IFRS 7, 'Financial Instruments: Disclosures: Supplier Finance Arrangements': These amendments require disclosures to enhance the transparency of supplier finance arrangements and their effects on a company’s liabilities, cash flows and exposure to liquidity risk. The disclosure requirements are the IASB’s response to investors’ concerns that some companies’ supplier finance arrangements are not sufficiently visible, hindering investors’ analysis.
Management is currently assessing the potential impact on the Group consolidated financial statements of the IFRS Interpretations Commitee's agenda decision regarding clarifications on certain disclosures for segment reporting.
The following Amendments to standards are effective for annual periods starting on January 1, 2025 (Amendments to IAS 21, 'The Effects of Changes in Foreign Exchange Rates': Lack of Exchangeability). These Amendments, effective for annual periods starting on January 1, 2025, aim to determine whether a currency is exchangeable into another currency, and the spot exchange rate to use when it is not . The Group has assessed the Amendments to IAS 21 impacts in its consolidated financial statements concluding that the Bolivia operation is under its scope. As of December 31, 2024, the Group has not finalized the full assessment of the financial impact of the Amendments to IAS 21. However, management anticipates that its adoption could result in an adjustment to retained earnings as of January 1, 2025. Further details will be disclosed in the 2025 financial statements.
The following standards and amendments are effective for annual periods starting on January 1, 2026 (Amendments to IFRS 9, IFRS 7 and Annual Improvements) or January 1, 2027 (IFRS 18) and their potential impact on the Group consolidated financial statements is currently being assessed by management:
▪Amendments to IFRS 9 and IFRS 7 (not yet endorsed by the EU): Amendments to IFRS 9 are clarifications to the classification and measurement of financial instruments (such as clarifications on derecognition of financial liabilities, among others). Amendments to IFRS 7 include additional disclosures requirements (such as those for financial instruments with contingent features, among others).
▪Amendments to IFRS 9 and IFRS 7, issued on 18 December, 2024 (not yet endorsed by the EU): These Amendments to IFRS 9 and IFRS 7 aim to help companies to improve their reporting of the financial effects of nature-dependent electricity contracts, commonly structured as power purchase agreements (PPAs) and apply only to contracts referencing nature-dependent electricity in which a company is exposed to variability in the underlying amount of electricity because the source of electricity generation depends on uncontrollable natural conditions (e.g. wind or solar energy). The changes to IFRS 9 clarify the application of the ‘own-use’ exemption and permit hedge accounting if these contracts are used as hedging instruments while the changes to IFRS 7 add new disclosure requirements on the company’s financial performance and cash flows.
▪Annual Improvements to IFRS Standards, affecting IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7 (not yet endorsed by the EU).
▪IFRS 18, 'Presentation and Disclosure in Financial Statements' (not yet endorsed by the EU): IFRS 18 will replace IAS 1. Its aim is to improve the usefulness of information presented and disclosed in financial statements, giving investors more transparent and comparable information about companies' financial performance.

Judgments and critical estimates
The preparation of IFRS financial statements requires management to use judgment in applying accounting policies. It also requires the use of certain critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. These estimates are based on management's best knowledge of current events, actions and best estimates as of a specified date, and actual results may ultimately differ from these estimates. Areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in each note and are summarized below:

F-15
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
Judgments
Management applies judgment in accounting treatment and accounting policies in preparation of these financial statements. In particular, a significant level of judgment is applied regarding the following items:
•    Acquisitions – measurement at fair value of existing and newly identified assets, including the measurement of property, plant and equipment and intangible assets (e.g. particularly the customer lists being sensitive to significant assumptions as disclosed in note A.1.2.), liabilities, contingent liabilities and remaining goodwill; the assessment of useful lives (see notes A.1.2., E.1.1., E.1.5., E.2.1.);
•    Impairment testing – key assumptions related to future business performance, perpetual growth rates and discount rates (see notes E.1.2., E.1.6., E.2.2.);
•    Revenue recognition – whether or not the Group acts as principal or as an agent, when there is one or several performance obligations and the determination of stand-alone selling prices (see note B.1.1.);
•    Contingent liabilities – whether or not a provision should be recorded for any potential liabilities (see note G.3.);
•    Leases – In determining the lease term, including the assessment of whether the exercise of extension or termination options is reasonably certain and the corresponding impact on the selected lease term (see note E.3.);
•    Control – whether Millicom, through voting rights and potential voting rights attached to shares held, or by way of shareholders’ agreements or other factors, has the ability to direct the relevant activities of the subsidiaries it consolidates, or jointly direct the relevant activities of its joint ventures (see notes A.1., A.2.);
•    Discontinued operations and assets held for sale – definition, classification and presentation (see notes A.4., E.4.1.) as well as measurement of potential provisions related to indemnities;
•    Deferred tax assets – recognition based on likely timing and level of future taxable profits together with future tax planning strategies (see notes B.6.3.and G.3.2.);
Estimates
Estimates are based on historical experience and other factors, including reasonable expectations of future events, such as current macro-economic challenges. These factors are reviewed in preparation of the financial statements although, due to inherent uncertainties in the evaluation process, actual results may differ from original estimates. Estimates are subject to change as new information becomes available and may significantly affect future operating results. Significant estimates have been applied in respect of the following items:
•    Accounting for property, plant and equipment, and intangible assets in determining fair values at acquisition dates, particularly for assets acquired in business combinations and sale and leaseback transactions (see notes A.1.and E.2.1.);
•    Useful lives of property, plant and equipment and intangible assets (see notes E.1.1., E.2.1.);
•    Provisions, in particular provisions for asset retirement obligations, restructuring, legal and tax risks (see notes F.4. and B.4.);
•    Tax liabilities, in particular in respect of uncertainty over income tax treatments (see note F.4.);
•    Revenue recognition (see note B.1.1.);
•    Impairment testing including weighted average cost of capital ("WACC"), EBITDA margins, Capex intensity and long term growth rates (see note E.1.6.);
•    For leases, estimates in determining the incremental borrowing rate for discounting the lease payments in case interest rate implicit in the lease cannot be determined (see note E.3. );
•    Estimates for defined benefit obligations (see note B.4.2.);
•    Accounting for share-based compensation in particular estimates of forfeitures and future performance criteria (see notes B.4.1., B.4.3.).
Change in accounting estimate
Effective in 2024, we revised the estimated useful lives of our fiber optic network assets and related equipment/software. this is considered a change in accounting estimate under IAS 8.
◦Fiber Optic Network: Useful life increased from 15 years to 25 years
◦Related equipment/Software: Useful life range increased to 5-10 years (previously 5-7 years for equipment and 5 years for software)
This change is applied prospectively, meaning there is no impact on financial statements for prior periods. Fully depreciated assets remain fully depreciated; their cost will not be reset.
For the full year 2024, this change is expected to decrease depreciation expense by approximately $48 million compared to what the depreciation charge would have been using previous estimated useful lives. Estimating the impact on future years is impractical.
F-16
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
While the change also affects lease right-of-use assets and asset retirement obligation provisions, the impact on these areas is considered immaterial.
During 2023, the estimated useful lives of some property, plant and equipment were revised. As a result, the estimated useful lives of the Group's towers, poles and ducts were changed from 15 to 25 years, while the related civil works' useful lives were increased from 10 to 15 years. These changes were considered a change in accounting estimate per IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors" and therefore accounted for prospectively, meaning that no changes should be accounted for past periods. This also applies to assets that are fully depreciated and for which no new cost should be reset. (i.e., they remain fully depreciated).
For the full year 2023, the net effect of the changes represent a decrease in depreciation expense of approximately $27 million compared to what we expected the depreciation charge to be using previous estimated useful lives, while estimating the net effect of the changes in depreciation for future years is impractical. This change in accounting estimate also affects the lease right-of-use assets (for those being depreciated over the shorter of useful life and lease term) and on asset retirement obligation provisions. However, the impact of the change is immaterial.
International Tax reform-Pillar II Model
The Millicom Group is within the scope of the OECD Pillar Two Model rules (also referred to as the “Global Anti-Base Erosion” or “Globe” Rules). Pillar Two legislation came into effect on January 1, 2024.
The Group has run testing under the OECD Transitional Safe Harbour rules, which are transitional rules mainly based on the Country by Country Report of the Group. As of December 31, 2024, it results that all jurisdictions within Millicom Group meet at least one of the transitional safe harbour rules except for Paraguay. The full Globe calculation carried out for Paraguay did not result in a material top-up tax for the Group. See note B.6.3. for the estimated amount of unrecognized tax losses.

A. The Millicom Group
The Group comprises a number of holding companies, operating subsidiaries and joint ventures with various combinations of mobile, fixed-line telephony, cable and wireless Pay TV, Broadband Internet and Mobile Financial Services (MFS) businesses.

A.1. Subsidiaries
Subsidiaries are all entities which Millicom controls. Millicom controls an entity when it is exposed to, or has rights to variable returns from its investment in the entity, and has the ability to affect those returns through its power over the subsidiary. Millicom has power over an entity when it has existing rights that give it the current ability to direct the relevant activities, i.e. the activities that significantly affect the entity’s returns. Generally, control accompanies a shareholding of more than half of the voting rights although certain other factors (including contractual arrangements with other shareholders, voting and potential voting rights) are considered when assessing whether Millicom controls an entity. For example, although Millicom holds less than 50 % of the shares in its Colombian businesses, it holds more than 50 % of shares with voting rights. The contrary may also be true (e.g. Honduras where we own 66.7% of the shares but there is a super majority requirement at the board for decisions about the relevant activities of the operation). The Group's main subsidiaries are as follows:
F-17
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
Entity Country Activity December 31, 2024 % holding* December 31, 2023 % holding* December 31, 2022 % holding*
Colombia Móvil S.A. E.S.P. Colombia Mobile
50-1 share
50-1 share
50-1 share
Comunicaciones Celulares S.A. Guatemala Mobile 100  100  100 
Grupo de Comunicaciones Digitales, S.A. (formerly Telefonica Moviles Panama, S.A.) Panama Mobile 100  100  100 
Lati International S.A. (i) Luxembourg Holding Company ('Lati business') 100  100  N/A
Millicom Cable Costa Rica S.A. Costa Rica Cable, DTH 100  100  100 
Millicom International Operations B.V. (ii) Netherlands Holding Company 100  100  100 
Millicom International Services LLC USA Services Company 100  100  100 
Millicom LIH S.A. Luxembourg Holding Company 100  100  100 
Millicom International Operations S.A. Luxembourg Holding Company 100  100  100 
Millicom Spain S.L. Spain Holding Company 100  100  100 
Millicom Telecommunications S.A. (iii) Luxembourg Holding Company ('MFS business') 100  100  100 
Navega.com S.A. Guatemala Cable, DTH 100  100  100 
Servicios Especializados en Telecomunicaciones, S.A. Guatemala Mobile 100  100  100 
Servicios Innovadores de Comunicacion y Entretenimiento, S.A. Guatemala Mobile 100  100  100 
Telecomunicaciones Digitales, S.A. (formerly Cable Onda S.A.) Panama Cable, Pay-TV, Internet, DTH, Fixed-line 100  100  100 
Telefonica Celular de Bolivia S.A. Bolivia Mobile, DTH, Cable 100  100  100 
Telefonia Celular de Nicaragua S.A. Nicaragua Mobile, Cable, Internet, Fixed-line 100  100  100 
Telefonica Celular del Paraguay S.A. (iv) Paraguay Mobile, Cable, Pay-TV, Internet 100  100  100 
Telemovil El Salvador S.A. de C.V. El Salvador Mobile, Cable, DTH 100  100  100 
UNE EPM Telecomunicaciones S.A. and subsidiaries Colombia Fixed-line, Internet, Pay-TV, Mobile
50-1 share
50-1 share
50-1 share
* Also reflects the voting interest, except in Colombia where voting interest is 50% + 1 share for each of the two entities.
(i) Lati International S.A. is the holding Company of the Group's tower business.
(ii) Millicom International Operations B.V. was held by Millicom Holding B.V. and MIC Latin America B.V. until they merged in July 2024.
(iii) Millicom Telecommunications S.A. is the holding Company of most of the Group's MFS business.
(iv) Servicios y Productos Multimedios S.A. has been merged with Telefonica Celular del Paraguay S.A., effective in April 2024.

A.1.1. Accounting for subsidiaries and non-controlling interests
Subsidiaries are fully consolidated from the date on which control is transferred to Millicom. If facts and circumstances indicate that there are changes to one or more of the elements of control, a reassessment is performed to determine if control still exists. Subsidiaries are de-consolidated from the date that control ceases. Transactions with non-controlling interests are accounted for as transactions with equity owners of the Group. Gains or losses on disposals of non-controlling interests are recorded in equity. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is also recorded in equity.



F-18
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
A.1.2. Acquisition of subsidiaries and changes in non-controlling interests in subsidiaries
Scope changes 2024
There were no material acquisitions or disposals during the year ended December 31, 2024.
On July 31, 2024, Millicom announced that it has signed a non-binding memorandum of understanding with Telefonica for the potential acquisition of Telefonica’s stake in Telefonica Colombia (Coltel), as part of a broader intended combination of Coltel and TigoUne, Millicom's 50%-owned operation in Colombia. Millicom intends to offer to purchase La Nación’s and other minority interests in Coltel for cash at the same purchase price per share offered to Telefonica, as well as Empresas Públicas de Medellin’s (EPM) 50% interest in TigoUne for cash at a valuation multiple comparable to the one implied by the Coltel acquisition. The total investment by Millicom would be approximately $1 billion, and the transaction would be subject to negotiation of definitive agreements and receipt of regulatory approvals. See note H. for details/updates related to this transaction.
Scope changes 2023
There were no material acquisitions in 2023.
Scope changes 2022
As of June 14, 2022, the Group received the formal notification from the minority shareholders of Telecomunicaciones Digitales, S.A (formerly Cable Onda S.A.) confirming the exercise of their put option right to sell their remaining 20% shareholding to Millicom for an amount of approximately $290 million. The transaction was closed on June 29, 2022 and the payment was applied against the already recorded put option liability of $290 million. As a result, the non-controlling interests' carrying value of $78 million have been transferred to the Group's equity.

F-19
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
A.1.3. Disposal of subsidiaries and formation of a joint operation
Colombia
On February 26, 2024, Tigo Colombia and Telecomunicaciones S.A. ESP BIC signed a a binding framework agreement for the implementation of a single mobile access network as well as for sharing the radioelectric spectrum usage permits, whose only users would be the two shareholders participating in the such agreement. See notes A.2. and E.4.2. for details.
Costa Rica
On August 1, 2024, we signed a binding agreement with Liberty Latin America to combine our operations in Costa Rica in a cashless merger in which Millicom would retain a minority equity ownership of approximately 14%. The transaction is subject to closing conditions, including regulatory approvals and is expected to close in H2 2025. Hence, as of December 31, 2024 the transaction is still not meeting the IFRS 5: "Non-current Assets Held for Sale and Discontinued Operations" criteria
Tanzania
On April 5, 2022, Millicom completed the sale for an initial cash consideration of approximately $101 million (subject to final price adjustment). The net assets de-consolidated on the date of the disposal amounted to $79 million and the net gain on disposal was calculated at $109 million. In accordance with IFRS 5, our former operations in Tanzania are shown in a single line item on the face of the consolidated statement of income under 'Profit (loss) from discontinued operations, net of tax.
The sale agreement for our former operations in Tanzania contained indemnification obligations covering potential tax and legal contingencies, to be offset against tax and litigation baskets. The sale agreement also provided for a purchase price adjustment based on working capital at the time of closing. The parties disagreed regarding this adjustment and previously referred to the matter to an independent expert. In addition, the agreement also provided an IPO1 adjustment clause valid until April 5, 2024, whereby Millicom would reimburse the buyer for any negative difference between the share price per share on the IPO date and the one implied by this sale; the IPO did not happen and no claim was made. In December 2024, Millicom booked a provision and paid to Honora $3 million for final settlement. This final settlement releases both parties of all claims arising under the sale agreement .
(a)     The net assets de-consolidated on the date of the disposal, as well as the gain on disposal, were as follows:
Details of the sale of the subsidiary ($ millions) April 5, 2022
Carrying amount of net assets sold (A) (79)
Initial sale consideration (B) 101
Gross gain on sale (B) - (A) 180
Other operating expenses linked to the disposal (11)
Other operating income/expenses, net (5)
Gain on sale before reclassification of foreign currency translation reserve 165
Reclassification of foreign currency translation reserve (56)
Net gain on sale 109
(b)    The operating results and cash flows of the discontinued operation for the year ended December 31, 2022 is set out below. The figures shown below are after inter-company eliminations.
1 The Tanzanian government implemented in 2016 legislation requiring telecommunications companies to list their shares on the Dar es Salaam Stock Exchange and offer 25% of their shares in a Tanzanian public offering. The ´Tanzania Communications Regulatory Authority´ (TCRA) ordered the Tanzanian operations to complete such public offering by December 31, 2025, at the latest.
F-20
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
Results from Discontinued Operations
(in millions of U.S. dollars)		 2022
Revenue 88
Equipment, programming and other direct costs (26)
Operating expenses (27)
Depreciation and amortization (21)
Other operating income (expenses), net 4
Gain/(loss) on disposal of discontinued operations 120
Other expenses linked to the disposal of discontinued operations (11)
Operating profit (loss) 127
Interest income (expense), net (12)
Other non-operating (expenses) income, net —
Profit (loss) before taxes 116
Tax expense (3)
Net profit/(loss) from discontinued operations 113
Cash flows from discontinued operations
(in millions of U.S. dollars)		 2022
Cash from operating activities, net 18
Cash from (used in) investing activities, net (10)
Cash from (used in) financing activities, net (9)
Net cash inflows (outflows) (1)
Sale of Lati International S.A and other assets to SBA
On October 28, we agreed to sell Lati International, S.A. and other assets encompassing a portfolio of more than 7,000 towers in Central America to SBA Telecommunications LLC. Closing is subject to regulatory approvals and other closing conditions and is expected to occur in mid-2025. We have also entered into other agreements including a 15-year leaseback for the sites, and a new build-to-suit agreement under which SBA will build up to 2,500 additional sites for Millicom in the same markets. As of December 31, 2024, except for the Tower sales in Nicaragua (see note B.4.2. and H.), the transaction is still not meeting the IFRS 5: "Non-current Assets Held for Sale and Discontinued Operations" criteria.
Other disposals
For the years ended December 31, 2024, 2023 and 2022, Millicom did not dispose of any other significant investments.

A.1.4. Summarized financial information relating to subsidiaries with significant non-controlling interests
The summarized financial information for material non-controlling interests in our operations in Colombia and Panama (until the purchase of the remaining 20% shareholding in June 29, 2022) is provided below. This information is based on amounts before inter-company eliminations.






F-21
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
Colombia
2024 2023 2022
(US$ millions)
Revenue 1,380 1,313 1,335
Total operating expenses (496) (501) (492)
Operating profit 283 60 64
Net (loss) for the year 30 (326) (104)
50% non-controlling interest in net (loss)
 15 (163) (52)
Total assets (excluding goodwill) 2,089 2,470 1,942
Total liabilities 2,177 2,605 1,890
Net assets (87) (135) 52
50% non-controlling interest in net assets
 (44) (68) 26
Consolidation adjustments (11) (17) 2
Total non-controlling interest (55) (85) 28
Dividends and advances paid to non-controlling interest — — (2)
Net cash from operating activities 297 270 250
Net cash from (used in) investing activities (175) (214) (289)
Net cash from (used in) financing activities (119) (54) (133)
Exchange impact on cash and cash equivalents, net (7) 2 (5)
Net increase (decrease) in cash and cash equivalents (3) 5 (178)






















F-22
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg

Panama
2022 (i)
Revenue 651
Total operating expenses (207)
Operating profit 106
Net profit (loss) for the year 29
20% non-controlling interest in net profit (loss)
 4
Total assets (excluding Millicom's goodwill in Cable Onda) 1,719
Total liabilities 1,318
Net assets 401
20% non-controlling interest in net assets
 —
Total non-controlling interest —
Net cash from operating activities 148
Net cash from (used in) investing activities (117)
Net cash from (used in) financing activities (93)
Net increase (decrease) in cash and cash equivalents (63)
(i) From January 1 to June 29, 2022, until the purchase of the remaining 20% shareholding of our operations in Panama (see note A.1.2.).
F-23
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
A.2. Joint arrangements
The Group assesses rights and obligations agreed to by the parties to a joint arrangement and, when relevant, other facts and circumstances in order to determine whether the joint arrangement in which it is involved is a joint venture or a joint operation.
A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. Those parties are called joint operators.
Joint ventures are businesses over which Millicom exercises joint control as decisions over the relevant activities, such as the ability to upstream cash from the joint ventures, require unanimous consent of shareholders. Millicom determines the existence of joint control by reference to joint venture agreements, articles of association, structures and voting protocols of the board of directors of those ventures. Our main investment in joint ventures is comprised of Honduras.
At December 31, 2024, the equity accounted net assets of our joint venture in Honduras totaled $373 million (December 31, 2023: $382 million). These net assets do not necessarily represent statutory reserves available for distribution as these include consolidation adjustments (such as goodwill and identified assets and assumed liabilities recognized as part of the purchase accounting). Out of these net assets, $3 million (December 31, 2023: $3 million) represent statutory reserves that are unavailable to be distributed to the Group. During the year ended December 31, 2024, Millicom's joint venture in Honduras repatriated cash of $89 million under different forms (December 31, 2023: $86 million).
At December 31, 2024, Millicom had $133 million payable to Honduras joint venture which were mainly comprised of advances and cash pool balances (December 31, 2023: $68 million). In addition, as of December 31, 2024, Millicom had a total receivable from Honduras joint venture of $12 million, (December 31, 2023: $9 million) mainly corresponding to other operating receivables.
Our main joint ventures are as follows:
Entity
Country
Activity
 December 31, 2024 % holding December 31, 2023 % holding
Telefonica Celular S.A. (i) Honduras Mobile, MFS 66.7 66.7
Navega S.A. de CV (i) Honduras Cable 66.7 66.7
(i)Millicom owns more than 50% of the shares in these entities and has the right to nominate a majority of the directors of each of these entities. However, key decisions over the relevant activities must be taken by a super majority vote. This effectively gives either shareholder the ability to veto any decision and therefore neither shareholder has sole control over the entity. Therefore, the operations of these joint ventures are accounted for under the equity method.

The carrying values of Millicom’s investments in joint ventures were as follows:
Carrying value of investments in joint ventures
The table below summarizes the movements for the year in respect of the Group’s joint ventures carrying values:
Honduras (i)
(US$ millions)
Opening balance at January 1,2023 590 
Results for the year 42 
Dividends declared during the year (54)
Currency exchange differences (2)
Closing balance at December 31, 2023 576 
Results for the year 54 
Dividends declared during the year (48)
Currency exchange differences (21)
Closing balance at December 31, 2024 561 
(i)    Includes all the companies under the Honduras group. Share of profit is recognized under ‘Share of profit in joint ventures’ in the statement of income for the year ended December 31, 2024.
At December 31, 2024 and 2023 the Group had not incurred obligations, nor made payments on behalf of the Honduras operations.

F-24
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg

A.2.1. Accounting for joint arrangements
Joint ventures are accounted for using the equity method of accounting and are initially recognized at cost (calculated at fair value if it was a subsidiary of the Group before becoming a joint venture). The Group’s investments in joint ventures include goodwill (net of any accumulated impairment loss) on acquisition.
The Group’s share of post-acquisition profits or losses of joint ventures is recognized in the consolidated statement of income and its share of post-acquisition movements in reserves is recognized in reserves. Cumulative post-acquisition movements are adjusted against the carrying amount of the investments. When the Group’s share of losses in a joint venture equals or exceeds its interest in the joint venture, including any other unsecured receivables, the Group does not recognize further losses, unless the Group has incurred obligations or made payments on behalf of the joint ventures.
Gains on transactions between the Group and its joint ventures are eliminated to the extent of the Group’s interest in the joint ventures. Losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of joint ventures have been changed where necessary to ensure consistency with the policies adopted by the Group. Dilution gains and losses arising in investments in joint ventures are recognized in the statement of income.
After application of the equity method, including recognizing the joint ventures’ losses, the Group applies IAS 36 to determine whether it is necessary to recognize any additional impairment loss with respect to its net investment in the joint venture.
A joint operator shall recognize in relation to its interest in a joint operation: (a) its assets, including its share of any assets held jointly; (b) its liabilities, including its share of any liabilities incurred jointly; (c) its revenue from the sale of its share of the output arising from the joint operation; (d) its share of the revenue from the sale of the output by the joint operation; and (e) its expenses, including its share of any expenses incurred jointly”

A.2.2. Material joint arrangements
Joint ventures – Honduras
Summarized financial information of the Honduras operation is as follows. This information is based on amounts before inter-company eliminations.
F-25
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
2024 2023 2022
(US$ millions)
Revenue 617  612  586 
Depreciation and amortization (101) (105) (112)
Operating profit 159  124  111 
Financial income (expenses), net (37) (28) (29)
Profit before taxes 120  95  80 
Tax expense (40) (32) (31)
Profit for the year 80  63  49 
Net profit for the year attributable to Millicom 54  42  32 
Dividends and advances paid to Millicom 66  63  9 
Total non-current assets (excluding goodwill) 465  429  404 
Total non-current liabilities 463  440  384 
Total current assets 235  200  182 
Total current liabilities 262  223  220 
Total net assets (25) (35) (17)
Group's share in % 66.7  % 66.7  % 66.7  %
Group's share in USD millions (17) (23) (12)
Goodwill and consolidation adjustments 578  600  601 
Carrying value of investment in joint venture 561  576  590 
Cash and cash equivalents 55  47  27 
Debt and financing – non-current 417  394  334 
Debt and financing – current 34  28  23 
Net cash from operating activities 183  162  162 
Net cash from (used in) investing activities (65) (94) (109)
Net cash from (used in) financing activities (109) (48) (64)
Net (decrease) increase in cash and cash equivalents 9  21  (12)
Joint Operations - Colombia
As further described in Note E.4.2. , on February 26, 2024, Tigo Colombia and Telecomunicaciones S.A. ESP BIC signed a binding framework agreement for the implementation of a single mobile access network as well as for sharing the radioelectric spectrum usage permits, whose only users would be the two shareholders participating in the such agreement. The transaction closed on December 20, 2024, with the approval from the Ministry of Information Technology and Communications to transfer in favor of the Temporary Union the permit for the access, use and exploitation of 20 MHz of radioelectric spectrum for the operation of land mobile radiocommunication services in the national territory granted to Colombia Móvil in the Resolution #332 dated February 20, 2020. Simultaneously, both operators contributed their RAN assets to UNIRED, the vehicle established to operate and maintain the unified mobile access network
The following table summarizes the contributions made by Tigo Colombia and the subsequent recognition of its participation in the joint operation's assets and liabilities:
Contribution to the Joint Operations
($ millions)
December 31, 2024
(Carrying value)
Property, Plant and Equipment 89
Intangible Assets 217
Total assets 306
Spectrum payable 205
Total liabilities 205

F-26
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
Share in the Joint Operations’ assets and liabilities
($ millions)
 December 31, 2024
Property, Plant and Equipment 116
Intangible Assets 115
Total assets 231
Spectrum payable 103
Total liabilities 103


A.2.3. Impairment of investment in joint ventures
While no impairment indicators were identified for the Group’s investments in joint ventures in 2024, according to its policy, management has completed an impairment test for its joint venture in Honduras.
The Group’s investments in Honduras operations was tested for impairment by assessing the recoverable amount (using a value in use model based on discounted cash flows) against the carrying amount. The cash flow projections used were extracted from financial budgets approved by management (refer to note E.1.6. for further details on impairment testing). Cash flows beyond this period have been extrapolated using a perpetual growth rate of 1% (2023: 1%). Discount rate used in determining recoverable amount was 9.4% (2023: 11.0%).
For the years ended December 31, 2024 and 2023, and as a result of the impairment testing described above, management concluded that the Group’s investments for its joint venture in Honduras should not be impaired.
Sensitivity analysis was performed on key assumptions within the impairment tests. The sensitivity analysis determined that sufficient headroom exists from realistic changes to the assumptions that would not impact the overall results of the testing.

A.3. Investments in associates
Millicom has significant influence over MKC Brillant Holding GmbH (LIH). Millicom’s 35.0% investment in LIH had been fully impaired in two stages (by $40 million in 2016 and $48 million in 2017) as a result of the annual impairment test conducted back then. The impairment test performed in 2024 confirmed this conclusion. The Group accounts for associates in the same way as it accounts for joint ventures, that is, using the equity method.
In December 2022, Millicom relinquished its seat at the board of directors of Milvik AB ("Milvik") and therefore lost its significant influence in accordance with IAS 28. As a result, the Group stopped equity accounting for its investment in Milvik and classified it as a financial asset measured at fair value in accordance with IFRS 9. During 2023, the Group's investment in Milvik has been disposed of for one US dollar.

A.4. Discontinued operations
A.4.1. Classification of discontinued operations
Discontinued operations are those which have identifiable operations and cash flows (for both operating and management purposes) and represent a major line of business or geographic area which has been disposed of, or are held for sale. Revenue and expenses associated with discontinued operations are presented retrospectively in a separate line in the consolidated statement of income.

A.4.2. Millicom’s discontinued operations
In accordance with IFRS 5, financial information relating to discontinued operations for the years ended December 31, 2022 is set out below. Figures shown below are after intercompany eliminations. As further explained in Note A.1.3. , the Group’s former businesses in Tanzania (sold on April 5, 2022) had been classified as discontinued operations. For the years ended December 31, 2024 and December 31, 2023, the results from discontinued operations relate to operating expense for $3 million and operating income of $4 million, respectively. For further details on Assets held for sale, refer to note E.4.
F-27
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg

Results from discontinued operations
2022
Revenue 88 
Equipment, programming and other direct costs (26)
Operating expenses (27)
Other expenses linked to the disposal of discontinued operations (11)
Depreciation and amortization (21)
Other operating income (expenses), net 4 
Gain/(loss) on disposal of discontinued operations 120 
Operating profit (loss) 127 
Interest income (expense), net (12)
Other non-operating (expenses) income, net — 
Profit (loss) before taxes 116 
Tax expense (3)
Net profit/(loss) from discontinued operations 113 

Cash flows from discontinued operations
2022
Cash from operating activities, net 18 
Cash from (used in) investing activities, net (10)
Cash from (used in) financing activities, net (9)
B. Performance
B.1. Revenue
Millicom’s revenue comprises sale of services from its mobile business (including Mobile Financial Services - MFS) and its fixed and other services, as well as related devices and equipment. Recurring revenue consists of monthly subscription fees, airtime and data usage fees, interconnection fees, roaming fees, TV services, B2B contracts, MFS commissions and fees from other telecommunications services such as data services, short message services and other value added services. See section B.3. for details.

B.1.1. Accounting for revenue
Revenue is recognized at an amount that reflects the consideration to which the Group expects to be entitled in exchange for transferring goods or services to a customer.
The determination of whether or not the Group acts as principal or as an agent, when there is one or several performance obligations and the determination of the standalone selling price for contracts that involve more than one performance obligation may require significant judgment, such as when the selling price of a good or service is not readily observable. The Group determines the standalone selling price of each performance obligation in the contract in accordance to the prices that the Group would apply when selling the same services and/or telephone and equipment included in the obligation to a similar customer on a standalone basis. When standalone selling price of services and/or telephone and equipment are not directly observable, the Group maximizes the use of external input and uses the expected cost plus margin approach to estimate the standalone selling price.
The Group applies the following practical expedients foreseen in IFRS 15:
•No financial component adjustment to the transaction price whenever the period between the transfer of a promised good or service to a customer and the associated payment is one year or less; when the period is more than one year the financing component is adjusted, if material.
F-28
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
•Disclosure of the transaction price allocated to unsatisfied performance obligations only for contracts that have an original expected duration of more than one year (e.g. unsatisfied performance obligations for contracts that have an original duration of one year or less are not disclosed).
•If the consideration from a customer corresponds to the value of the entity’s performance obligation to the customer (i.e, if billing corresponds to accounting revenue), the price allocated to unsatisfied performance obligations is not disclosed.
•Recognition of the incremental costs of obtaining a contract as an expense when incurred, if the amortization period of the asset that otherwise would have been recognized is one year or less.
A summary of the timing for revenue recognition from contracts with customers, is disclosed in Note B.3. and further detailed below.
Post-paid connection fees are derived from the payment of a non-refundable / one-time fee charged to customer to connect to the network (e.g. connection / installation fee). Usually,they do not represent a distinct good or service and do not give rise to a separate performance obligation and therefore revenue is recognized over the minimum contract duration. If the fee is paid by a customer without having to pay this fee again over his tenure with the Group (e.g. the customer can readily extend his contract without having to pay the same fee again), it is accounted for as a material right with revenue recognized over the customer retention period.
Post-paid mobile / cable subscription fees are recognized over the relevant enforceable/subscribed service period (recurring monthly access fees that do not vary based on usage). The service provision is usually considered as a series of distinct services that have the same pattern of transfer to the customer. Remaining unrecognized subscription fees, which are not refunded to the customers, are fully recognized once the customer has been disconnected. Customer premise equipment (CPE), provided to customers as a prerequisite to receive the subscribed Home services until return at the end of the contract duration, do not provide benefit to the customer on their own as they do not give rise to separate performance obligations and therefore are accounted for as part of the service provided to the customers.
Bundled offers are considered arrangements with multiple deliverables or elements, which can lead to the identification of separate performance obligations. Revenue is recognized in accordance with the transfer of goods or services to customers in an amount that reflects the relative transaction price of the performance obligation.
Prepaid scratch / SIM cards are services where customers purchase a specified amount of airtime or other credit in advance. Revenue is recognized as the credit is used. Unused credit is carried in the statement of financial position as a contract liability, upon expiration of the validity period (when the portion of the contract liability relating to the expiring credit is recognized as revenue as there is no longer an obligation to provide those services).
Principal-Agent, some arrangements involve two or more unrelated parties that contribute to providing a specified good or service to a customer. In these instances, the Group determines whether it has promised to provide the specified good or service itself (as a principal) or to arrange for those specified goods or services to be provided by another party (as an agent). For example, performance obligations relating to services provided by third-party content providers (i.e., mobile Value Added Services or “VAS”) or service providers (i.e., wholesale international traffic) where the Group neither controls a right to the provider’s service nor controls the underlying service itself are presented net because the Group is acting as an agent. The Group generally acts as a principal for other types of services where the Group is the primary obligor of the arrangement. In cases the Group determines that it acts as a principal, revenue is recognized in the gross amount, whereas in cases the Group acts as an agent revenue is recognized in the net amount.
Revenue from provision of Mobile Financial Services (MFS), such as commissions on peer to peer transfers, is generally recognized once the primary service has been provided to the customer. Revenue from interest earned on loans granted to customers are recognised over the period of the loan and are based on effective interest rates, with loan origination fees being treated as an adjustment to the effective interest rate.
Telephone and equipment sales are recognized as revenue once the customer obtains control of the good, that is, when the customer has the ability to direct the use and obtain substantially all of the remaining benefits from that good.
Revenue from the sale of cables, fiber, wavelength or capacity contracts, when part of the ordinary activities of the operation, is recognized as recurring revenue. Revenue is recognized when the cable, fiber, wavelength or capacity has been delivered to the customer, based on the amount expected to be received from the customer.
Revenue from operating lease of tower space is recognized on a straight-line basis over the term of the underlying lease contracts. For Finance leases, interest income and the amortization of the lease receivable, equivalent to the net investment in the lease, are recognized over the lease term.







F-29
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
Revenue from contracts with customers from continuing operations:
2024 2023 2022
$ millions Timing of revenue recognition Group Group Group
Mobile Over time 3,119  2,949  2,916 
Mobile Financial Services Point in time 39  44  40 
Fixed and other services Over time 2,175  2,192  2,145 
Other Over time 84  65  69 
Service Revenue 5,417  5,250  5,171 
Telephone and equipment Point in time 387  411  454 
Revenue from contracts with customers 5,804  5,661  5,624 

B.2. Expenses
The various costs and expenses incurred by the Group can be summarized as presented below. The Group recognizes and categorizes expenses by their nature as either 'equipment, programming and other direct costs' which are those more directly related to the generation of revenue or as '(Other) operating expenses and income' which are rather indirect costs. As a result, 'equipment, programming and other direct costs' specifically excludes the following costs/expense which are further detailed below and elsewhere in the consolidated financial statements:
•'Operating expenses, net' further detailed below;
•Depreciation and amortization, which are further detailed in Notes E.1.3.. ‘Movements in intangible assets’, E.2.2. ‘Movements in tangible assets’ and E.3. ‘Right of use assets’.
•‘Other operating income (expenses), net’, also further detailed below.
Equipment, programming and other direct costs
2024 2023 2022
(US$ millions)
Cost of telephone, equipment and other accessories (358) (386) (425)
TV Content and data costs (290) (349) (361)
Voice airtime and transmission costs (209) (234) (261)
Bad debt and obsolescence cost (143) (141) (124)
Call center costs (76) (72) (84)
Transmission and other costs (18) (19) (17)
Other costs (326) (306) (234)
Equipment, programming and other direct costs (1,420) (1,507) (1,506)

Operating expenses
Operating expenses incurred by the Group can be summarized as follows.
F-30
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
2024 2023 2022
(US$ millions)
Marketing expenses (525) (536) (570)
Site and network maintenance costs (325) (322) (310)
Employee related costs (B.4.) (553) (614) (494)
External and other services (262) (281) (251)
Other operating expenses (250) (290) (266)
Operating expenses, net (1,915) (2,043) (1,890)

Other operating income (expenses), net
The other operating income and expenses incurred by the Group can be summarized as follows:
Notes
 2024 2023 2022
(US$ millions)
Impairment of intangible assets and property, plant and equipment
E.1., E.2.
 (12) (3) (7)
Gain on the formation of a joint operation A.2. 28  —  — 
Gain (loss) on disposals of intangible assets and property, plant and equipment
E.2. E.4.2.
 23  6  1 
Reverse earn-out in respect of Zantel's acquisition —  —  2 
Gain (loss) on disposal of equity investments 5  —  — 
Other income (expenses) (i) 10  8  2 
Other operating income (expenses), net 54  10  (2)
(i) In 2024 other income is mainly attributed to contract lease modifications in Paraguay and Guatemala for $8 million in total (in 2023 is mainly attributed to contract lease modification in Colombia for $2 million and social obligation spectrum liability derecognition in Paraguay for $3 million.)

B.2.1. Accounting for equipment, programming and other direct costs and operating expenses
Equipment, programming and other direct costs
Equipment, programming and other direct costs are recorded on an accrual basis.
Incremental costs of obtaining a contract with customers
Incremental costs of obtaining a contract with customers, including dealer commissions, are capitalized as Contract Costs in the statement of financial position and amortized in operating expenses over the expected benefit period, which is based on the average duration of contracts with customer (see practical expedient in note B.1.1.).
F-31
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
B.3. Segmental information
As further detailed in the Introduction note, Millicom operates in a single region (Latin America), and more specifically in the following countries: Guatemala, Colombia, Panama, Honduras, Bolivia, Paraguay, El Salvador, Nicaragua and Costa Rica.
During the latter half of 2023, Millicom implemented significant organizational changes to focus on driving profitable growth with a leaner corporate structure. The Group also adopted a decentralized approach to streamline decision-making processes and enhance agility to improve profitability and shareholder value. Following these organizational changes, and considering the information being reviewed by the 'Chief Operating Decision Maker' ("CODM") to assess performance and allocate resources, Millicom's operating segments were redefined to align with its countries of operation.
During the third quarter of 2024, Millicom announced several organizational changes aimed at strengthening its connection with each country. With the appointment of a new Chief Executive Officer (CEO), the Group has streamlined its structure, ensuring that all General Managers of operations and Group Leadership team members report directly to him. The Chief Executive Officer (CEO) together with the Group Chief Financial Officer (CFO) and the Chief Technology & Information Officer (CTIO) form the ‘Chief Operating Decision Maker’ (“CODM”).
Millicom´s CODM assesses performance and allocates resources, based on individual countries, which are its operating segments. The Honduras joint venture is reviewed by the CODM in a similar manner as for the Group’s controlled operations and is therefore also shown as a separate operating segment at 100%. However, these amounts are subsequently eliminated in order to reconcile with the Group consolidated numbers, as shown in the reconciliations below.
Management evaluates performance and makes decisions about allocating resources to the Group's operating segments based on financial measures, such as revenue, including service revenue, and EBITDA. Capital expenditures are also a significant aspect for management and in the telecommunication industry as a whole. Management believes that service revenue and EBITDA are essential financial indicators for the CODM and investors. These measures are particularly valuable for evaluating performance over time. Management utilizes service revenue and EBITDA when making operational decisions, allocating resources, and conducting internal comparisons against historical performance and competitor benchmarks. Additionally, these metrics provide deeper insights into the Group's operating performance. Millicom's Compensation and Talent Committee also employs service revenue and EBITDA when assessing employees' performance and compensation, including that of the Group's executives. A reconciliation of service revenue to revenue and EBITDA to profit before taxes is provided below.
Capital expenditures are reconciled with notes E.1. and E.2..
Revenue, Service revenue, EBITDA, capital expenditures and other segment information for the years ended December 31, 2024, 2023 and 2022, are shown on the below:
December 31, 2024 Guatemala Colombia Panama Bolivia Honduras Paraguay Other segments (v) Total segments Inter-segment and other eliminations(iv) Total Group
(US$ millions)
Service revenue(i) 1,391  1,342  700  607  584  540  858  6,022  (605) 5,417 
Telephone and equipment revenue 212  39  56  6  34  18  56  420  (34) 387 
Revenue 1,603  1,380  756  613  617  559  914  6,442  (638) 5,804 
Inter-segment revenue 9  2  2  1  4  4  8  29  n/a n/a
Revenue from external customers 1,594  1,379  753  613  613  555  906  6,413  n/a n/a
EBITDA(ii) 867  525  354  266  302  267  391  2,972  (504) 2,469 
Capital expenditures (iii) 175  144  96  73  75  72  132  766  (89) 677 
(i)     Service revenue is revenue related to the provision of ongoing services such as monthly subscription fees for mobile and broadband, airtime and data usage fees, interconnection fees, roaming fees, mobile finance service commissions and fees from other telecommunications services such as data services, short message services, installation fees and other value-added services excluding telephone and equipment sales.
(ii)    EBITDA is operating profit excluding impairment losses, depreciation and amortization, share of profit in Honduras joint venture and gains/losses on the disposal of fixed assets.
(iii)    Capital expenditures correspond to additions of property, plant and equipment, as well as operating intangible assets, excluding spectrum and licenses. The Group capital expenditure additions can be reconciled with notes E.1.3.. and E.2.2.for amounts of $98 million and 579 million respectively (2023: $116 million and $693 million, respectively).
(iv)    Includes intercompany eliminations, unallocated items and Honduras as a joint venture.
(v)    Includes our operations in El Salvador, Nicaragua and Costa Rica.
F-32
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg

December 31, 2023 Guatemala Colombia Panama Bolivia Honduras Paraguay Other segments (v) Total segments Inter-segment and other eliminations(iv) Total Group
(US$ millions)
Service revenue(i) 1,339  1,268  669  601  572  544  847  5,842  (591) 5,250 
Telephone and equipment revenue 225  45  50  11  39  24  55  450  (39) 411 
Revenue 1,564  1,313  719  613  612  568  902  6,292  (631) 5,661 
Inter-segment revenue 8  3  2  —  5  3  7  28  n/a n/a
Revenue from external customers 1,556  1,311  717  613  607  565  895  6,264  n/a n/a
EBITDA(ii) 807  420  296  224  272  236  352  2,609  (498) 2,111 
Capital expenditures (iii) 183  161  100  92  103  97  148  883  (73) 809 
December 31, 2022 Guatemala Colombia Panama Bolivia Honduras Paraguay Other segments (v) Total segments Inter-segment and other eliminations(iv) Total Group
(US$ millions)
Service revenue(i) 1,373  1,253  624  608  549  530  801  5,739  (568) 5,171 
Telephone and equipment revenue (i) 245  83  27  13  37  26  60  491  (37) 454 
Revenue 1,618  1,335  651  621  586  556  861  6,230  (605) 5,624 
Inter-segment revenue 8  4  2  —  4  2  7  28  n/a n/a
Revenue from external customers(ii) 1,611  1,331  649  621  582  554  854  6,202  n/a n/a
EBITDA(ii) 857  404  298  242  262  245  330  2,638  (409) 2,228 
Capital expenditures (iii) 197  277  106  124  78  107  138  1,028  (55) 973 
Reconciliation of EBITDA for reportable segments to the Group Profit before taxes:
(US$ millions) 2024 2023 2022
EBITDA for reportable segments 2,972 2,609 2,638
Depreciation (916) (978) (999)
Amortization (319) (360) (345)
Share of profit in joint venture
 54 42 32
Other operating income (expenses), net 54 10 (2)
Interest and other financial expenses (716) (712) (617)
Interest and other financial income 46 28 18
Other non-operating (expenses) income, net (119) 36 (78)
Profit (loss) from other joint ventures and associates, net — (3) —
Honduras as joint venture (302) (272) (262)
Unallocated expenses and other reconciling items (i) (202) (225) (148)
Profit before taxes from continuing operations 552 175 238
(i) The unallocated expenses are primarily related to centrally managed costs.

F-33
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
B.4. People
Number of permanent employees
2024 2023 2022
Subsidiaries (i) 13,456  15,742  18,534 
Honduras joint venture 729  785  912 
Total 14,185  16,527  19,446 
(i)    Emtelco (subsidiary of UNE EPM Telecomunicaciones S.A.) headcount are excluded from this disclosure and any internal reporting because their costs are classified as direct costs and not employee related costs.
Notes
 2024 2023 2022
(US$ millions)
Wages and salaries (421) (463) (372)
Social security (63) (73) (69)
Share based compensation B.4.1. (50) (52) (29)
Pension and other long-term benefit costs B.4.2. (3) (3) (2)
Other employees related costs (17) (24) (22)
Total (553) (614) (494)
Restructuring Costs
During 2024 and 2023, Millicom carried out cost reduction projects, with a focus on efficiency improvements; the Group recorded in 2024 $115 million of the above mentioned as severance costs (2023: $87 million), of which $94 million are presented as "Wages and salaries" (2023: $78 million) and $21 million as "Share based compensation" (2023: $9 million).
On September 19, 2024, Millicom announced that Mauricio Ramos stepped down from his roles as Director and Executive Chairman of the Board. A separation agreement was signed; this agreement provided for the immediate vesting of all unvested share plans, modified on September 30, 2024, to be paid in cash, with the entire amount of the separation agreement paid in 2024. In line with IFRS 2, shares acceleration component are treated as an early settlement and recognized immediately as employee related costs in the Statement of Income and as share-based compensation in the Statement of Changes in Equity. The portion associated with the shares cancellation was reflected in the Statement of Changes in Equity and in the Statement of Cash Flows.
B.4.1. Share-based compensation
1.Equity-settled
Millicom shares granted to management and key employees includes share-based compensation in the form of long-term share incentive plans. Since 2016, Millicom has two types of annual plans: a Deferred Share Plan (DSP) and a Performance Share Plan (PSP). The different plans are further detailed below.
Cost of share-based compensation
2024 2023 2022
(US$ millions)
2020 incentive plans —  —  (3)
2021 incentive plans —  (10) (11)
2022 incentive plans (5) (10) (15)
2023 incentive plans (23) (32) — 
2024 incentive plans (22) —  — 
Total share based compensation (50) (52) (29)
Deferred Share Plan
Shares vest at a rate of 30% on the first three-months of each of year one and two, and the remaining 40% on the first three-months of year three. Vesting is conditional upon the participant remaining employed with Millicom at each vesting date. The cost of this long-term incentive plan, which is not conditional on performance conditions, is calculated as follows: Fair value (share price) of Millicom’s shares at grant date x number of shares expected to vest.
F-34
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
Performance Share Plan
Shares granted under these PSPs vest at the end of the three-year period, subject to performance conditions.
The Operating Cash Flow after Leases (“OCFaL”) and Service Revenue peformance conditions are based on the achievement of the OCFaL/Service Revenue targets measured on a 3-year actual cumulative achievement against the 3-year cumulative targets.The Relative TSR is measured over the 10 trading days before / after December 31 of the last year of the corresponding three-year measurement period. The 2024 PSP ESG metric is based on Carbon Emissions reduction targets; while the 2023 PSP ESG metric is based on five ESG metrics: 1. Female % of Total Employees ; 2. Female % of Leadership; 3. Progress toward established SBTi targets; 4. Women and girls trained as part of our Conectadas Program; 5. Teachers trained as part of our Maestr@sConectad@s program.
Performance Share Plan (for plans issued from 2024)
Shares granted under this 2024 PSP generally follow the same rules as for the ones of previous years.
The 2024 PSP plan is divided in three equity vehicles: 60% based on Stock Appreciation Rights ("SARs"), 30% based on Restricted Stock Units ("RSUs") and 10% based on Performance shares based on achievement of the ESG performance measure between 2024 and 2026. SARs are calculated based on Black-Scholes valuation of the stock price at fair market value of the grant and will vest in number of units. The participant will have the eligibility to exercise these units during the seven-year period following the vesting date.
Performance Share Plan (for plans issued from 2021 up to 2023)
The 2023 and 2022 plans are based on the following metrics: OCFaL (50%); Service Revenue (30%); Relative Total Shareholder Return (“Relative TSR”) (2023: 10%, 2022: 20%). The 2023 PSP has an Environmental, Social and Governance metric ("ESG") (10%), The 2021 PSP is 35% based on RSUs; 30% on OCFaL; 15% based on Service Revenue and 20% on Relative TSR.

Assumptions and fair value of the shares under the TSR and SAR portion(s)
For the PSPs, and in order to calculate the fair value of the TSR portion of those plans, it is necessary to make a number of assumptions which are set out below. The assumptions have been set based on an analysis of historical data as at grant date.
Risk-free
rate %		 Dividend yield % Share price volatility(i) % Award term (years) Share fair value (in US$)
Performance Share Plan 2023 (Relative TSR) 4.66 — 52.88 2.82 31.13
Performance Share Plan 2022 (Relative TSR) 2.01 — 47.94 2.80 29.12
Performance Share Plan 2021 (Relative TSR) 0.29 1.28 46.28 2.82 52.99
(i) Historical volatility retained was determined on the basis of a three-year historic average.
For the PSPs, and in order to calculate the fair value of the SAR portion of the plan, it is necessary to make a number of assumptions which are set out below. The assumptions have been set based on an analysis of historical data as at grant date.
Risk-free
rate %		 Dividend yield % Share price volatility(i) % Award term (years)
Unit fair value (in US$)
Performance share plan 2024 (SAR) 4.31 — 38.20 6.50 9.35
The cost of the long-term incentive plans which are conditional on market conditions is calculated as follows: Fair value (market value) of shares / SAR units at grant date (as calculated above) x number of shares / SAR units expected to vest.
The cost of these plans is recognized, together with a corresponding increase in equity (equity settled transaction reserve), over the period in which the performance and/or employment conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award. Adjustments are made to the expense recorded for forfeitures, mainly due to management and employees leaving Millicom. Non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity instruments that will ultimately vest.
No expense is recognized for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition (such as the Relative TSR and SAR). These are treated as vested, regardless of whether or not the market conditions are satisfied, provided that all other performance conditions are satisfied. Where the terms of an equity-settled award are modified, as a minimum an expense is recognized as if the terms had not been modified. In addition, an expense is recognized for any modification that increases the total fair value of the share based payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification.
F-35
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
Plan awards and shares expected to vest
2024 2023 2022 2021
PSP (iii) DSP PSP DSP PSP DSP PSP DSP
(number of shares)
Shares granted (i) 695,936  1,139,838  818,842  2,375,143  306,641  913,450  451,363  542,714 
Effect of the Right Offering (ii) —  —  —  —  83,926  227,947  115,575  93,375 
Revision for forfeitures —  (45,121) (233,398) (143,340) (68,520) (83,910) (63,796) (46,358)
Shares cancelled in 2024 (438,396) (229,963) (308,172) (244,537) (144,108) (33,305) —  — 
Total before issuances 257,540  864,754  277,272  1,987,266  177,939  1,024,182  503,142  589,731 
Shares issued in 2021 —  —  —  —  —  —  (1,121) (5,760)
Shares issued in 2022 —  —  —  —  —  (13,957) (2,071) (160,596)
Shares issued in 2023 —  —  (31,124) (354,331) (29,885) (476,256) (120,419) (234,157)
Shares issued in 2024 —  (135,092) (66,519) (824,237) (49,245) (312,725) (352,286) (189,218)
Performance conditions not met —  —  —  —  —  —  (27,245) — 
Shares still expected to vest 257,540  729,662  179,629  808,698  98,809  221,244  —  — 
Estimated cost over the vesting period (US$ millions) 7  21  15  42  9  21  —  — 
(i)    Additional shares granted represent grants made for new joiners and/or as per CEO contractual arrangements.
(ii)     In 2022, as per plan rules, additional shares have been granted to all participants for unvested plans as a result of the effect of the right offering (see note C.1. ).
(iii) 2024 Performance share plan is including a portion of 186,409 share appreciation right units.
2.Cash-settled
Market Stock Units
A plan based on Market Stock Units (" MSU") was awarded in 2021 as a one-time retention plan (as a consequence of the impact of COVID-19 on the Group's business) to a selected group of executives. The MSU was a performance-based scheme where the outcome was dependent on the share price at the time of vesting. The number of MSUs granted to each participant was determined on the basis of a share price at inception of $33.83 for Tranche 2022 and $36.90 for Tranche 2023 (targets consider that Millicom share price at grant date - $30.75 - would appreciate 10% for Tranche 2022 and 20% for tranche 2023 from the grant price). The aforementioned share prices and number of units granted have been amended as a result of the effect of the right offering (see note C.1. ). At the vesting date, the value of the MSU were determined by the 30-trading day average share price ended on September 30, 2022 for Tranche 2022, and the 30-trading day average share price ended on June 30, 2023 for Tranche 2023. For each Tranche, the payment was made in cash 12 months after those dates, provided the participant was still employed (subject to limited allowances for good leavers). For every participant, payment was capped at 150% of their Target MSU Award Value set up for each Tranche. Participants of the MSU plan were required to forfeit their awards under the LTI plans 2019 and 2020 in respect of the Financial targets (Service Revenue and Operating Cash flow growths), provided that the TSR component will continue to be active for these schemes. During 2024, Tranche 2023 was paid out to participants for a total cash amount of $1.74 million. (2023: Tranche 2022 was paid out to for $1.15 million).
The MSU was a cash-settled share-based payment plan and Millicom measured the services acquired over the relevant service period and the liability incurred at the fair value of the liability. Until the liability was settled, Millicom was required to remeasure the fair value of the liability at the end of each reporting period and at the date of settlement, with any changes in value recognised in the statement of income.
As of December 31, 2024 and 2023, the fair value of the liability amounts to nil and $1 million, respectively, and was determined by using Millicom's share price (using a Black-Scholes model would not result in material differences). The related cost for the years ended December 31, 2024 and 2023, amounted to an expense of $0.6 million and of $1 million, respectively.

B.4.2. Pension and other long-term employee benefit plans
Pension plans
The pension plans apply to employees who meet certain criteria (including years of service, age and participation in collective agreements).
F-36
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
Pension and other similar employee related obligations can result from either defined contribution plans or defined benefit plans. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity and no further payment obligations exist once the contributions have been paid. The contributions are recognized as employee benefit expenses when they are due. Prepaid contributions are recognized as assets to the extent that a cash refund or a reduction in future payments is available.
Defined benefit pension plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation. The liability recognized in the statement of financial position in respect of the defined benefit pension plan is the present value of the defined benefit obligation at the statement of financial position date less the fair value of plan assets, together with adjustments for unrecognized actuarial gains or losses and past service costs. The defined benefit obligation is calculated annually by independent actuaries. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows, using an appropriate discount rate based on maturities of the related pension liability. Re-measurement of net defined benefit liabilities are recognized in other comprehensive income and not reclassified to the statement of income in subsequent years. Past service costs are recognized in the statement of income on the earlier of the date of the plan amendment or curtailment, and the date that the Group recognizes related restructuring costs. Net interest is calculated by applying the discount rate to the net defined benefit asset/liability.
Long-service plans
Long-service plans apply for Colombian subsidiary UNE employees with more than five years of service whereby additional bonuses are paid to employees that reach each incremental length of service milestone (from five to 40 years).
Termination plans
UNE has a number of employee defined benefit plans. The level of benefits provided under the plans depends on collective employment agreements and Colombian labor regulations. There are no defined assets related to the plans, and UNE make payments to settle obligations under the plans out of available cash balances.
At December 31, 2024, the defined benefit obligation liability amounting to $44 million (2023: $51 million), decreased mainly related to currency translation effect ($7 million). Payments expected in the plans in future years totals $82 million (2023: $100 million). The average duration of the defined benefit obligation at December 31, 2024 is 4 years (2023: 4 years). The termination plans apply to employees that joined UNE prior to December 30, 1996. The level of payments depends on the number of years in which the employee has worked before retirement or termination of their contract with UNE.
Except for the UNE pension plan described above, there are no other material defined benefits plans in the Group.

B.4.3. Directors and executive management
The remuneration of the members of the Board of Directors comprises an annual fee and shares. Director remuneration is proposed by the Nomination Committee and approved by the shareholders at their Annual General Meeting (AGM).
Remuneration charge for the non-executive Directors of the Board (gross of withholding tax)
2024 2023 2022
(US$ ’000)
Chairperson —  315  315 
Other non-executive directors of the Board 1,300  1,360  1,408 
Total (i) 1,300  1,675  1,723 

Shares beneficially owned by the non-executive Directors
2024 2023
(number of shares)
Chairperson —  — 
Other non-executive directors of the Board 47,473  94,718 
Total (i) 47,473  94,718 
(i)Cash compensation is denominated in USD. Share based compensation is based on the market value of Millicom shares on the corresponding AGM date (2024: in total 39,606 shares; 2023: in total 42,141 shares; 2022: in total 41,167 shares. Net remuneration comprised 58% in shares and 42% in cash (SEK) (2023: 75% in shares and 25% in cash; 2022: 73% in shares and 27% in cash).


F-37
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
The remuneration of the Chief Executive Officer (CEO) and the members supporting the CEO in the day-to-day operation and management of the Group within their specific areas of expertise (Group Leadership team) of Millicom comprises an annual base salary, an annual bonus, share based compensation, social security contributions, pension contributions and other benefits. Bonus and share based compensation plans (see note B.4.1.) are based on actual and future performance. Share based compensation is granted once a year by the Compensation and Talent Committee of the Board. If the employment of Millicom’s senior executives is terminated, severance of up to 12 months’ salary is potentially payable.
The annual base salary and other benefits of the Group Leadership team are proposed by the Compensation and Talent Committee and approved by the Board.
Remuneration charge for the Group Leadership Team
Group Leadership Team (i)
Group Leadership Team (ii)
Group Leadership Team (iii)
2024 2023 2022
Base salary 5,040  4,903  5,278 
Bonus 13,230  3,267  4,236 
Pension 1,042  1,194  1,181 
Other benefits 635  529  501 
MSU (amount earned) 1,169  —  615 
Termination benefits 4,940  804  877 
Total before share based compensation 26,056  10,696  12,688 
Share based compensation(ii) 16,277  21,663  12,069 
Total 42,332  32,359  24,757 

(i) For 2024, it includes the compensation paid to the CEO role (for Mr. Mauricio Ramos with Mr Marcelo Benitez assuming the CEO role effective on June 1, 2024) and the CFO role (for Mr. Sheldon Bruha and Mr. Bart Vanhaeren assuming the CFO role effective April 15.2024)
(ii) For 2023, it includes compensation paid to Mr. Maxime Lombardini (who joint the Group in September 2023) to Mr. Esteban Iriarte, former Chief Operating Officer (departed in May, 2023) and Ms Susy Bobenrieth (departed in December, 2023). For further details see also 'Restructuring Costs', part of this B.4 note.
(iii) For 2022, it includes compensation paid to Mr. Esteban Iriarte, former Chief Operating Officer (departed in May, 2023), Ms Susy Bobenrieth (departed in December, 2023) and Mr. Tim Pennington paid via payroll until November 30, 2022 and the remaining 4-month period paid as a one-time payment on December 22, 2022.

Share ownership and unvested share awards granted from Company equity plans to the Group Leadership team
In number of shares (i)
Group Leadership team
2024
Share ownership (vested from equity plans and otherwise acquired) 270,850 
Share awards not vested (i) 474,225 
2023
Share ownership (vested from equity plans and otherwise acquired) 719,642 
Share awards not vested 1,573,187 
(i) 2024 Performance share plan awards is including a portion of share appreciation right units.For further details see also 'Restructuring Costs', part of this B.4. note.

B.5. Other non-operating (expenses) income, net
Other non-operating items mainly comprise changes in fair value of derivatives and the impact of foreign exchange fluctuations on the results of the Group.
F-38
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
Note 2024 2023 2022
(US$ millions)
Change in fair value of derivatives C.7.2. 9  4  12 
Change in fair value in investment in Milvik (i) —  —  (6)
Change in value of call option asset and put option liability C.7.4. —  (2) (1)
Exchange gains (losses), net (43) 31  (84)
Other and litigation costs (ii) (85) 3  1 
Total other non-operating (expenses) income, net (119) 36  (78)
(i) (Milvik) Please see note A.3.
(ii) Please see note G.3.1.

Foreign exchange gains and losses
Transactions denominated in a currency other than the functional currency are translated into the functional currency using exchange rates prevailing at the transaction dates. Foreign exchange gains and losses resulting from the settlement of such transactions, and on translation of monetary assets and liabilities denominated in currencies other than the functional currency at year-end exchange rates, are recognized in the consolidated statement of income, except when deferred in equity as qualifying cash flow hedges.

B.6. Taxation
B.6.1. Income tax expense
Tax mainly comprises income taxes of subsidiaries and withholding taxes (on intra-group dividends, management fees and royalties for use of Millicom trademarks and brands). Millicom operations are in jurisdictions with income tax rates of 10% to 35% levied on either revenue or profit before income tax (2023: 10% to 35%; 2022: 10% to 35%). Income tax relating to items recognized directly in equity is also recognized in equity.
Income tax charge
2024 2023 2022
(US$ millions)
Income tax (charge) credit
Withholding tax (75) (81) (70)
Other income tax relating to the current year (203) (170) (165)
Adjustments in respect of prior years (6) (10) (39)
Total
 (284) (261) (274)
Deferred tax (charge) credit
Origination and reversal of temporary differences (3) 44  168 
Effect of change in tax rates 1  1  — 
Tax income (expense) before valuation allowances (2) 45  168 
(Increase)/decrease in unrecognised deferred tax assets and impairment (i) 3  (209) (114)
Total
 1  (164) 54 
Adjustments in respect of prior years 2  1  (2)
3  (163) 52 
Tax (charge) credit on continuing operations (281) (424) (222)
Tax (charge) credit on discontinuing operations —  —  (3)
Tax expense (281) (424) (225)
(i) In 2023 and 20222, it mainly relates to the impairment of tax credits and deferred tax assets, resulting from the application of IAS12.
F-39
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
Reconciliation between the tax expense and tax at the weighted average statutory tax rate is as follows:
Income tax calculation
2024 2023 2022
Continuing operations Discontinued operations Total Continuing operations Discontinued operations Total Continuing operations Discontinued operations Total
(US$ millions)
Profit before tax 552 (3) 549 175 4 179 238 116 354
Tax at the weighted average statutory rate (139) 1 (138) (27) (1) (28) (47) (27) (74)
Effect of:
Items taxed at a different rate 29 — 29 10 — 10 37 — 37
Change in tax rates on deferred tax balances 1 — 1 1 — 1 — — —
Expenditure not deductible and income not taxable (92) (1) (93) (121) 1 (120) 1 26 27
Unrelieved withholding tax (74) — (74) (80) — (80) (68) — (68)
Accounting for associates and joint ventures 16 — 16 13 — 13 9 — 9
Movement in deferred tax on unremitted earnings (21) — (21) (2) — (2) 1 — 1
Unrecognized / recognized of previously unrecognized deferred tax assets 3 — 3 (209) — (209) (114) (2) (116)
Adjustments in respect of prior years (4) — (4) (9) — (9) (41) — (41)
Tax expense (281) — (281) (424) — (424) (222) (3) (225)
Weighted average statutory tax rate 25.2% 25.1% 15.4% 15.6% 19.7% 20.9%
Effective tax rate 50.9% 51.2% 242.3% 236.9% 93.3% 63.6%
Tax expense decreases from December 31, 2023, is mainly due to the impairment of tax credits and deferred tax assets in Colombia in 2023, resulting from the application of IAS12 over their recognition partially offset by higher profitability.

B.6.2. Current tax assets and liabilities
Current tax assets and liabilities for current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rate and tax laws used to compute the amount are those enacted or substantively enacted by the statement of financial position date.

B.6.3. Deferred tax
Deferred tax is calculated using the liability method on temporary differences at the statement of financial position date between the tax base of assets and liabilities and their carrying amount for financial reporting purposes.
Deferred tax liabilities are recognized for all taxable temporary differences, except where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting, nor taxable profit or loss.
Deferred tax assets are recognized for all temporary differences including unused tax credits and tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences can be utilized, except where the deferred tax assets relate to deductible temporary differences from initial recognition of an asset or liability in a transaction that is not a business combination, and, at the time of the transaction, affects neither accounting, nor taxable profit or loss. It is probable that taxable profit will be available when there are sufficient taxable temporary differences relating to the same tax authority and the same taxable entity which are expected to reverse in the same period as the expected reversal of the deductible temporary difference.
F-40
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
The carrying amount of deferred tax assets is reviewed at each statement of financial position date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to utilize them. Unrecognized deferred tax assets are reassessed at each statement of financial position date and are recognized to the extent it is probable that future taxable profit will enable the asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rate expected to apply in the year when the assets are realized or liabilities settled, based on tax rates and tax laws that have been enacted or substantively enacted at the statement of financial position date. Deferred tax assets and deferred tax liabilities are offset where legally enforceable set off rights exist and the deferred taxes relate to the same taxable entity and the same taxation authority.
Deferred tax
Fixed assets Unused tax losses Unremitted earnings Other Offset Total
(US$ millions)
Balance at December 31, 2022 (44) 22  (25) 103  —  56 
Deferred tax assets 109  22  —  104  (31) 204 
Deferred tax liabilities (153) —  (25) (1) 31  (148)
Balance at December 31, 2022 (44) 22  (25) 103  —  56 
(Charge)/credit to income statement (92) (24) (2) (47) —  (165)
Charge to Other Comprehensive Income —  —  —  (1) —  (1)
Reclassification from other accounts (i) 96  —  —  —  —  96 
Exchange differences 7  2  1  4  —  14 
Balance at December 31, 2023 (33) —  (26) 60  —  1 
Deferred tax assets 88  —  —  64  (11) 141 
Deferred tax liabilities (121) —  (26) (4) 11  (140)
Balance at December 31, 2023 (33) —  (26) 60  —  1 
(Charge)/credit to income statement 10  —  (21) 14  —  3 
Charge to Other Comprehensive Income —  —  —  —  —  — 
Exchange differences —  —  —  —  —  — 
Balance at December 31, 2024 (23) —  (47) 74  —  4 
Deferred tax assets 92  —  86  (25) 153 
Deferred tax liabilities (115) (47) (12) 25  (149)
Balance at December 31, 2024 (23) —  (47) 74  —  4 
(i) Reclassification of certain tax credits from current tax assets to deferred tax assets in Colombia, resulting from the application of IAS12.

Deferred tax assets have not been recognized in respect of the following deductible temporary differences:
Fixed assets Unused tax losses Other Total
(US$ millions)
At December 31, 2024 112  5,705  170  5,987 
At December 31, 2023 122  5,623  518  6,263 
F-41
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
Unrecognized tax losses carryforward related to continuing operations expire as follows:
2024 2023
(US$ millions)
Expiry:
Within one year 1  1 
Within one to five years 25  15 
After five years 1,715  1,612 
No expiry 3,964  3,995 
Total 5,705  5,623 
The Group has unrecognized tax losses in the following jurisdictions:
2024 2023
Jurisdiction:
 (US$ millions)
Luxembourg 5,283  5,108 
Colombia 379  479 
Sweden 15  16 
Panama 22  12 
The Netherlands 3  3 
Bolivia 3  3 
Curacao 1  1 
United Kingdom 1  1 
Unrecognized tax losses
 5,705  5,623 
The aforementioned tax losses have not been recognized due to the remote possibility of utilizing all or portion of the total amount available in application of IAS 12.
With effect from 2017, Luxembourg tax losses incurred may be carried forward for a maximum of 17 years. Losses incurred before 2017 may be carried forward without limitation of time.
MICSA is the head of a fiscal unity in Luxembourg, which has an estimated amount of unrecognized tax losses as of December 31, 2024 of $4.8 billion. Per Luxembourg tax law, approximately $1.4 billion expire 17 years after generation, approximately $3.4 billion do not expire.
At December 31, 2024, Millicom had $803 million of unremitted earnings of Millicom operating subsidiaries for which no deferred tax liabilities were recognized (2023: $672 million; 2022: $640 million). Except for intragroup dividends to be paid out of 2024 profits in 2025 for which deferred tax of $44 million (2023: $26 million; 2022 $25 million) has been provided, it is anticipated that intra-group dividends paid in future periods will be made out of profits of future periods.

B.7. Earnings per share
Basic earnings (loss) per share are calculated by dividing net profit for the year attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during each year.
Diluted earnings (loss) per share are calculated by dividing the net profit for the year attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during each year, plus the weighted average number of dilutive potential shares.







F-42
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
Net profit/(loss) used in the earnings (loss) per share computation
2024 2023 2022
(US$ millions)
Basic and Diluted
Net profit (loss) attributable to equity holders from continuing operations 256 (86) 64
Net profit (loss) attributable to equity holders from discontinued operations (3) 4 113
Net profit (loss) attributable to all equity holders to determine the profit (loss) per share 253 (82) 177
in thousands
Weighted average number of ordinary shares for basic earnings per share 171,313 171,397 139,049
Effect of dilutive share-based compensation plans 1,247 — 640
Weighted average number of ordinary shares (excluding treasury shares) adjusted for the effect of dilution (i) 172,560 171,397 139,690
(U.S. dollars)
Basic
Earnings (loss) per common share for profit (loss) from continuing operations attributable to owners of the Company 1.49 (0.50) 0.46
Earnings (loss) per common share for profit (loss) from discontinued operations attributable to owners of the Company (0.02) 0.02 0.81
Earnings (loss) per common share for profit (loss) for the period attributable to owners of the Company 1.47 (0.48) 1.27
Diluted
Earnings (loss) per common share for profit (loss) from continuing operations attributable to owners of the Company 1.48 (0.50) 0.46
Earnings (loss) per common share for profit (loss) from discontinued operations attributable to owners of the Company (0.02) 0.02 0.81
Earnings (loss) per common share for profit (loss) for the period attributable to owners of the Company 1.46 (0.48) 1.27
(i) For the purpose of calculating the diluted earnings (loss) per common share, the weighted average outstanding shares used for the basic earnings (loss) per common share were increased only by the portion of the shares which have a dilutive effect on the earnings (loss) per common share. As a result, for years in which the Group has reported net loss, diluted net loss per share is the same as the basic net loss per share, because dilutive ordinary shares are not assumed to have been issued if their effect is anti-dilutive. Accordingly, 1,433 thousand potential ordinary shares as a result of share-based compensation plans were not considered in 2023 EPS as their impact was anti-dilutive.

C. Capital structure and financing
C.1. Share capital, share premium and reserves
Common shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction from the proceeds.
Where any Group company purchases the Company’s share capital, the consideration paid, including any directly attributable incremental costs, is shown under Treasury shares and deducted from equity attributable to the Company’s equity holders until the shares are canceled, reissued or disposed of. Where such shares are subsequently sold or reissued, any consideration received, net of any directly attributable incremental costs and the related income tax effects is included in equity attributable to the Company’s equity holders.





F-43
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
Share capital, share premium
2024 2023
Authorized and registered share capital (number of shares) 200,000,000  200,000,000 
Subscribed and fully paid up share capital (number of shares) 172,096,305  172,096,305 
Par value per share 1.50  1.50 
Share capital (US$ millions) 258  258 
Share premium (US$ millions) 1,064  1,076 
Total (US$ millions) 1,322  1,334 
On May 18, 2022, the Board of Directors of Millicom resolved on a rights offering (the "Rights Offering") granting preferential subscription rights to existing holders of shares and Swedish Depositary Receipts ("SDRs") to subscribe for up to 70,357,088 shares in aggregate. The result of the Rights Offering showed that 68,822,675 shares, including those represented by SDRs, have been subscribed for by the exercise of basic subscription rights. The remaining 1,534,413 shares, including those represented by SDRs, were allotted to those investors who subscribed for them pursuant to over subscription privileges. The Rights Offering was thus fully subscribed, and Millicom received proceeds amounting to approximately $717 million after deducting underwriting commissions and other offering expenses of $28 million.
As a result, the Rights Offering resulted in the issuance of 70,357,088 new shares, which increased the number of outstanding shares in Millicom from 101,739,217 to 172,096,305. The share capital also increased by $106 million to $258 million from $153 million. The remaining $611 million had been allocated to the Group's share premium account.
Other equity reserves
Legal reserve
Equity settled transaction reserve
Hedge reserve
Currency translation reserve
Pension obligation reserve
Total
(US$ millions)
As of January 1,2022 16  43  (3) (646) (3) (593)
Share based compensation —  25  —  —  —  25 
Issuance of shares with respect to LTIPs —  (17) —  —  —  (17)
Remeasurements of post-employment benefit obligations —  —  —  —  (2) (2)
Cash flow hedge reserve movement —  —  8  —  1  9 
Currency translation movement —  —  0  20  —  20 
As of December 31, 2022 16  51  5  (626) (4) (559)
Share based compensation —  50  —  —  —  50 
Issuance of shares with respect to LTIPs —  (40) —  —  —  (40)
Remeasurements of post-employment benefit obligations —  —  —  —  (2) (2)
Transfer to legal reserves 2  —  —  —  —  2 
Cash flow hedge reserve movement —  —  (7) —  —  (7)
Currency translation movement —  —  —  56  —  56 
As of December 31, 2023 18  61  (2) (571) (6) (500)
Share based compensation —  49  —  —  —  49 
Share based cancellation (35) (35)
Issuance of shares with respect to LTIPs —  (50) —  —  —  (50)
Remeasurements of post-employment benefit obligations —  —  —  —  1  1 
Transfer to legal reserves 8  —  —  —  —  8 
Cash flow hedge reserve movement —  —  (2) —  —  (2)
Currency translation movement —  —  —  (2) —  (2)
As of December 31, 2024 26  24  (4) (573) (5) (531)


F-44
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg

C.1.1. Legal reserve
If Millicom International Cellular S.A. reports an annual net profit on a non-consolidated basis, Luxembourg law requires appropriation of an amount equal to at least 5% of the annual net profit to a legal reserve until such reserve equals 10% of the issued share capital. This reserve is not available for dividend distribution. In 2024, the AGM approved an allocation of the 2023 results to the legal reserve for an amount of $7.6 million in 2023, the AGM approved an allocation to the legal reserve for an amount of $1.9 million.

C.1.2. Equity settled transaction reserve
The cost of long-term share incentive plans ("LTIPs ")is recognized as an increase in the equity-settled transaction reserve over the period in which the performance and/or service conditions are rendered. When shares under the LTIPs vest and are issued the corresponding reserve is transferred to share premium.

C.1.3. Hedge reserve
The effective portions of changes in value of cash flow hedges are recorded in the hedge reserve (see note C.1. ).

C.1.4. Currency translation reserve
The currency translation reserve includes foreign exchange gains and losses arising from translations of subsidiaries (joint ventures and associates) with functional currencies different to US dollar. Their relevant financial position captions are translated to US dollars using the closing exchange rate; while their relevant statement of income captions are translated to US dollars at monthly average exchange rates during the year. When the Group disposes of or loses control or significant influence over a foreign operation, exchange differences that were recorded in equity are recognized in the consolidated statement of income as part of gain or loss on sale or loss of control and/or significant influence.

C.2. Dividend distributions
On November 29, 2024, Millicom' Board has approved an interim dividend of $1.00 per share (or its equivalent in SEK per SDR), i.e. approximately $172 million paid on January 10, 2025. No dividend distributions were made in 2023 and 2022 as the Group pivoted its shareholder's remuneration strategy to share buybacks.
In addition, the ability of the Company to make dividend payments is subject to, among other things, the terms of indebtedness, legal restrictions and the ability to repatriate funds from Millicom’s various operations. At December 31, 2024, $562 million (December 31, 2023: $491 million; December 31, 2022: $472 million) of Millicom’s retained profits represent statutory reserves that are unavailable to be distributed to owners of the Company.









F-45
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
C.3. Debt and financing
Debt and financing by type (i)
Note
 2024 2023
(US$ millions)
Debt and financing due after more than one year
Bonds C.3.1. 4,418  4,638 
Bank and Development Financial Institution C.3.2. 1,253  1,832 
Other financing 38 
Total non-current financing 5,671  6,508 
Less: portion payable within one year (138) (32)
Total non-current financing due after more than one year 5,533  6,476 
Debt and financing due within one year
Bonds C.3.1. 43  111 
Bank and Development Financial Institution C.3.2. 68  59 
Other financing (ii) 33  18 
Total current debt and financing 144  188 
Add: portion of non-current debt payable within one year 138  32 
Total 282  221 
Total debt and financing 5,815  6,697 
(i)    See note D.1.1.. for further details on maturity profile of the Group debt and financing.
(ii) In July 2018, the Company issued a COP144,054.5 million /$50 million bilateral facility with IIC (Inter-American Development Bank) for a USD indexed to COP Note. The note bears interest at 9.450% p.a.. This COP Note is used as net investment hedge of the net assets of our operations in Colombia.

Debt and financing by location
2024 2023
(US$ millions)
Millicom International Cellular S.A. (Luxembourg) 2,401  2,388 
Guatemala 1,233  1,463 
Colombia 554  713 
Paraguay 524  665 
Bolivia 153  246 
Panama 734  759 
Costa Rica 146  142 
El Salvador 71  174 
Nicaragua —  148 
Total debt and financing 5,815  6,697 
Debt and financing are initially recognized at fair value, net of directly attributable transaction costs. They are subsequently measured at amortized cost using the effective interest rate method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the effective interest rate. Any difference between the initial amount and the maturity amount is recognized in the consolidated statement of income over the period of the borrowing.
F-46
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
C.3.1. Bond financing
Bond financing
Note Country Maturity Interest Rate % 2024 2023
(US$ millions)
SEK Variable Rate Notes 1  Luxembourg 2027 STIBOR (i) +3.000  % 202  222 
USD 7.375% Senior Notes
 2  Luxembourg 2032 7.375  % 445  — 
USD 4.500% Senior Notes
 3  Luxembourg 2031 4.500  % 752  766 
USD 6.625% Senior Notes
 4  Luxembourg 2026 6.625  % —  147 
USD 6.250% Senior Notes
 5  Luxembourg 2029 6.250  % 613  671 
USD5.125% Senior Notes
 6  Luxembourg 2028 5.125  % 358  446 
USD 5.875% Senior Notes
 7  Paraguay 2027 5.875  % 291  507 
PYG 8.750% Notes
 7  Paraguay 2024 8.750  % —  16 
PYG 9.250% Notes
 7  Paraguay 2026 9.250  % 6  7 
PYG 10.000% Notes
 7  Paraguay 2029 10.000  % 8  9 
PYG 9.250% Notes
 7  Paraguay 2026 9.250  % 1  1 
PYG 10.000% Notes
 7  Paraguay 2029 10.000  % 3  3 
PYG 9.250% Notes
 7  Paraguay 2027 9.250  % 2  2 
PYG 10.000% Notes
 7  Paraguay 2030 10.000  % 3  3 
PYG 6.000% Notes
 7  Paraguay 2026 6.000  % 13  13 
PYG 6.700% Notes
 7  Paraguay 2028 6.700  % 18  20 
PYG 7.500% Notes
 7  Paraguay 2031 7.500  % 20  22 
PYG 7.800% Notes
 7  Paraguay 2027 7.800  % 13  — 
PYG 8.170% Notes
 7  Paraguay 2032 8.170  % 47  — 
BOB 5.800% Notes
 8  Bolivia 2026 5.800  % 25  29 
BOB 3.950% Notes
 8  Bolivia 2024 3.950  % —  7 
BOB 4.600% Notes
 8  Bolivia 2024 4.600  % —  20 
BOB 4.300% Notes
 8  Bolivia 2029 4.300  % 10  13 
BOB 4.700% Notes
 8  Bolivia 2024 4.700  % —  10 
BOB 5.300% Notes
 8  Bolivia 2026 5.300  % 4  6 
BOB 5.000% Notes
 8  Bolivia 2026 5.000  % 36  42 
BOB 6.000% Notes
 8  Bolivia 2028 6.000  % 54  57 
UNE Bond 3 (tranche A)
 9  Colombia 2024 9.350  % —  42 
UNE Bond 3 (tranche B)
 9  Colombia 2026 CPI (ii) +4.150  % 58  66 
UNE Bond 3 (tranche C)
 9  Colombia 2036 CPI (ii) +4.890  % 29  33 
UNE Bond 6.600%
 9  Colombia 2030 6.600  % 34  39 
UNE Bond 4 (tranche A)
 9  Colombia 2028 5.560  % 26  30 
UNE Bond 4 (tranche B)
 9  Colombia 2031 CPI (ii) +2.610  % 64  74 
UNE Bond 4 (tranche C)
 9  Colombia 2036 CPI (ii) +3.180  % 19  22 
UNE Bond 7 (tranche B)
 9  Colombia 2026 CPI (ii) +8.100  % 2  3 
UNE Bond 7 (tranche C)
 9  Colombia 2027 CPI (ii) +8.250  % 3  4 
UNE Bond 8 (tranche A)
 9  Colombia 2027 17.000  % 13  — 
USD 4.500% Senior Notes
 10  Panama 2030 4.500  % 549  575 
USD 5.125% Senior Notes
 11  Guatemala 2032 5.125  % 737  823 
Total bond financing 4,461  4,750 
(i)    STIBOR – Swedish Interbank Offered Rate.
(ii)    CPI - Colombian Consumer Price Index

F-47
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
Luxembourg
(1)    SEK Notes
On January 10, 2022, Millicom placed a SEK 2.2 billion floating rate senior unsecured sustainability bond due on 2027 (the "2027 SEK bond") carrying a floating coupon priced at 3-month Stibor+300bps. Costs of issuance of $2.4 million is amortized over the five year life of the bond (the effective interest rate is 3.23%). The 2027 SEK bond is swapped to US dollars to hedge the exchange risk of its principal and interest payments (see D.1.2.).
(2) (2032) USD 7.375% Senior Notes
On April 2, 2024, MIC SA completed the issuance of its 7.375% $450 million Senior Notes due 2032 (the “Notes”). Millicom used a portion of the net proceeds from the issuance of the Notes to repay in full certain bank loans with DNB for $200 million, and use the remaining net proceeds for the repayment, redemption, retirement or repurchase of existing indebtedness of Millicom and its subsidiaries and for other general corporate purposes.
(3) (2031) USD 4.500% Senior Notes
On October 19, 2020, MIC S.A. issued $500 million aggregate principal amount of 4.500% Senior Notes due 2031. The Notes bear interest at 4.500% p.a., payable semiannually in arrears on each interest payment date. Costs of issuance of $5.5 million is amortized over the eleven-year life of the notes (the effective interest rate is 4.800%).
On September 22, 2021, Millicom announced the early participation exchange results from its offer dated September 8, 2021; $302.1 million of the 6.625% Notes due 2026 were exchanged for $307.5 million of the 4.5% Notes due 2031 (at 101.812% exchange ratio). Transaction costs attributable to this exchange amount to approximately $4 million and are amortized over the remaining life of the Notes due 2031.
In November and December 2023, Millicom repurchased some of the 2031 USD 4.500% Senior Notes on the open market for a total amount of $12 million. The difference with their carrying value of $16 million has been recognized as financial income. The corresponding Notes have subsequently been cancelled. During the year ended December 31, 2024, Millicom repurchased and cancelled some of the 2031 USD 4.5%, on the open market for a total nominal amount of approximately $17 million,. The repurchase price discount of approximately $3 million towards the carrying values has been recognized as financial income.
(4)    (2026) USD 6.625% Senior Notes
In October 2018, MIC S.A. issued $500 million aggregate principal amount of 6.625% Senior Notes due 2026. The Notes bore interest at 6.625% p.a., payable semiannually in arrears on each interest payment date. Costs of issuance of $6 million were amortized over the eight-year life of the notes (the effective interest rate is 6.750%).
As aforementioned, $302.1 million of the 6.625% Notes due 2026 were exchanged during 2021 for $307.5 million of newly issued 4.5% Notes due 2031.
On February 22, 2021, Millicom redeemed 10% of the principal outstanding of its Notes due 2026, 2028 and 2029 at a price of 103%. This redemption followed Millicom’s announcement dated February 11, 2021. Total consideration was approximately $180 million.On October 28, 2024, Millicom redeemed all of its 2026 USD 6.625% Senior Notes at PAR for a total nominal amount of approximately $148 million.
(5)    (2029) USD 6.250% Senior Notes
In March 2019, MIC S.A. issued $750 million of 6.250% notes due 2029. The notes bear interest at 6.250% p.a., payable semi-annually in arrears. The net proceeds were used to finance, in part, the completed Telefónica CAM Acquisitions. Costs of issuance of $8.2 million are amortized over the ten-year life of the notes (the effective interest rate is 6.360%). On February 22, 2021, Millicom redeemed 10% of the principal outstanding of its Notes due 2026, 2028 and 2029 at a price of 103%. See above.
During the year ended December 31, 2024, Millicom repurchased and cancelled some of the 2029 USD 6.250% for $59 million. The repurchase price discount of approximately $1 million towards the carrying values has been recognized as financial income.
(6)    (2028) USD 5.125% Senior Notes
In September 2017, MIC S.A. issued a $500 million, ten-year bond due January 2028, with an interest rate of 5.125%. Costs of issuance of $7 million are amortized over the ten year life of the notes (effective interest rate is 5.240%). On February 22, 2021, Millicom redeemed 10% of the principal outstanding of its Notes due 2026, 2028 and 2029 at a price of 103%. See above.
During the year ended December 31, 2024, Millicom repurchased and cancelled some of the 2028 USD 5.125% Senior Notes on the open market for a total nominal amount of approximately $90 million. The repurchase price discount of approximately $4 million towards the carrying values has been recognized as financial income.

F-48
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
Paraguay
(7)    (2027) USD 5.875% Senior Notes and (2024-2032) PYG Notes
In April 2019, Telefónica Celular del Paraguay S.A.E. (Telecel) issued $300 million 5.875% senior notes due 2027. The notes bear interest at 5.875% p.a., payable semi-annually in arrears starting on October 15, 2019. The net proceeds were used to finance the repurchase of the Telecel 6.750% 2022 notes. Costs of issuance of $4 million are amortized over the eight-year life of the notes (the effective interest rate is 6.04%). On January 28, 2020, Telecel issued at a premium $250 million of 5.875% Senior Notes due 2027 (the "New Notes"), representing an additional issuance from the Senior Notes described above. The New Notes are treated as a single class with the initial notes, and were priced at 106.375% for an implied yield to maturity of 4.817%. The corresponding $15 million premium received is amortized over the Senior Notes maturity. On November 4, 2022, Telecel announced a tender offer (early tender consideration for $927.5 for each $1,000 principal amount of notes) to purchase for cash up to $55 million in aggregate principal amount of the Senior Notes. On November 20, 2022, Telecel announced that approximately $47 million in principal amount of the mentioned Notes, have been accepted and settled on November 21, 2022. Total consideration amounted to approximately $44 million with a net financial income impact of $3 million given the Notes were repurchased below their par value.
In May 2020, Telefónica Celular del Paraguay, S.A.E.. completed the acquisition of another Millicom subsidiary in Paraguay - Mobile Cash Paraguay S.A. Effective as of this date, this entiy form part of the borrower's group for the purposes of the $550 million 5.875% Senior Notes due 2027 issued by Telefónica Celular del Paraguay, S.A.E..
During the year ended December 31, 2024, Telefónica Celular del Paraguay, S.A.E. repurchased and cancelled some of its 2027 USD 5.875% Senior Notes for a total nominal amount of approximately $63 million. The repurchase price discount of approximately $1 million with the carrying value has been recognized as a financial income. Additionally, on September 23, 2024, Telefónica Celular del Paraguay, S.A.E. redeemed $150 million of its 2027 USD 5.875% Senior Notes at PAR.
Between June 2019 and February 2020, Telecel registered and completed the issuance of a bond program for PYG 300,000 million (approximately $38 million using December 31, 2024 exchange rate) program on the Paraguayan stock market, launched in different series from 5 years to 10 years. On October 1, 2021, Telecel issued another PYG 400,000 million bond (approximately $51 million using December 31, 2024 exchange rate) in three series with fixed interest rates between 6% to 7.5% and a repayment period from 5 to 10 years. In June 2024, Telefónica Celular del Paraguay, S.A.E. repaid the outstanding 2024 PYG 8.750% Notes (tranche A) (approximately $15 million equivalent in local currency).
On July 11, 2024, Telefónica Celular del Paraguay, S.A.E. issued local bonds for a total amount of PYG 370,000 million (approximately $47 million using December 31, 2024 exchange rate) with a maturity of 8 years and at an interest rate of 8.17%. In December 2024, Telefónica Celular del Paraguay, S.A.E. issued a 7.8% local bond for an amount of PYG 103 billion (approximately $13 million) which is due in December 2027.These issuances are part of the local currency Debt Program registered in 2021 for a total amount equivalent to $150 million.
Bolivia
(8)    BOB Notes
In August 2016, Telefónica Celular de Bolivia S.A. issued a bond for a total amount of BOB 522 million consisting of two tranches (approximately $50 million and $25 million, respectively). Tranche A matured in June 2024 and bore a fixed interest of 3.950%. Trance B bears fixed interest of 4.300%, and will mature in June 2029,. This bond is listed on the Bolivia Stock Exchange. In June 2024, Tigo Bolivia repaid the outstanding 2024 BOB 3.950% Notes (approximately $9 million equivalent in local currency).
In October 2017, Telefónica Celular de Bolivia S.A placed approximately $80 million of local currency bonds in three tranches (BOB 4.700%, BOB 4.600% and BOB 5.300%. One matured in 2022, other in 2024 and the last one with an outstanding amount of around $4m equivalent in local currency and 5.300% rate will mature in 2026. This bond is listed on the Bolivia Stock Exchange.
In July 2019 Telefónica Celular de Bolivia S.A issued two bonds, one still listed on the Bolivia Stock Exchange for BOB 420 million (approximately $61 million) with a 5.000% coupon maturing on August 2026 with semiannual interest payments The other bond for BOB 280 million matured in August 2024.
In December 2020, Telefónica Celular de Bolivia S.A. issued BOB 345 million (approximately $50 million) senior notes which were priced at 5.800% due in 2026.
In November 2023, Tigo Bolivia issued a 6.00% local bond for an amount of BOB 396.5 million (approximately $57 million using December 31, 2024 exchange rate) which is due in July 2028 to refinance some debt repayments, finance capex and general corporate purposes.
Colombia
(9)    UNE Bonds
F-49
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
In May 2016, UNE issued a COP540 billion bond (approximately $122 million using December 31, 2024 exchange rate) consisting of three tranches. Interest rates are either fixed or variable depending on the tranche. Tranche A bore fixed interest at 9.350%, and was repaid in May 2024. Tranche B and C (for approximately $58 million and $29 million, respectively using December 31, 2024 exchange rate) bear variable interest, based on CPI, (respective margins of CPI + 4.150% and CPI + 4.890%),Tranches B and C will mature in May 2026 and May 2036, respectively.
In March 2020, UNE issued local bonds for an amount of COP 150 billion (approximately $34 million using December 31, 2024 exchange rate)) to repay an existing bond for the same value, with a 6.600% fixed rate for 10 years.
On February 16, 2021, UNE issued under the approved local bond program, a COP 485,680 million bond (approximately $110 million using the transaction date exchange rate) with 3 maturities; Series 7 years at 5.56% fixed rate, Series 10 years at CPI plus 2.61% and Series 15 years at CPI plus 3.18% margin.
On January 5, 2023, UNE issued a COP230 billion (approximately $50 million at the time of the transaction) bond consisting of two tranches with three and four and a half-year maturities. Interest rates are variable, based on CPI + a margin, and interest is payable in Colombian peso.
On August 28, 2023, Millicom designated UNE, Colombia Móvil S.A. E.S.P., Edatel S.A. E.S.P., Orbitel Servicios Internacionales S.A.S., Cinco Telecom Corp., Inversiones Telco S.A.S. and Emtelco S.A.S. (collectively, the “Colombia Unrestricted Subsidiaries”), which are the entities constituting its Colombian operations as “Unrestricted Subsidiaries” under the 4.500% Notes, the 6.625% Notes, the 5.125% Notes, the 6.250% Notes, the SEK Bond, COP Bond and several of its financing agreements (see note G.6.).
On April 25, 2024, UNE issued a COP 160 billion (approximately $36 million using December 31, 2024 exchange rate) bond consisting of one tranche with a three years maturity. Interest rate is fixed at 17% and payable in Colombian peso. This bond refinanced the Tranche A (for COP 160 billion) of the bond issued in May 2016, repaid in May 2024.
Panama
(10) (2030) USD 4.500% Bonds
In November 2019, Cable Onda (now "Telecomunicaciones Digitales, S.A.") issued $600 million aggregate principal amount of 4.500% senior notes due 2030 payable in U.S. dollars, registered with the Superintendencia del Mercado de Valores de Panamá and listed on the Luxembourg Stock Exchange and on the Panamá Stock Exchange. The Notes bear interest from November 1, 2019 at a rate of 4.500% per annum, payable on January 30, 2020, for the first payment and thereafter semiannually in arrears on each interest payment date. The proceeds were used to fund the Panama Acquisition and to refinance certain local financing. Costs of issuance of $16 million, which include an original issue discount (OID) is amortized over the ten-year life of the notes (the effective interest rate is 4.690%).
In December 2023, "Telecomunicaciones Digitales, S.A." repurchased some of these Senior notes on the open market for a total amount of $13 million. The difference with their carrying value of $16 million has been recognized as a financial income. The corresponding Notes have subsequently been cancelled. During the year ended December 31, 2024, "Telecomunicaciones Digitales, S.A." repurchased and cancelled some of the 2030 USD 4.500% Senior Notes on the open market for a total amount of approximately $27 million. The repurchase price discount of approximately $3 million with the carrying value has been recognized as a financial income.
Guatemala
(11)    (2032) USD 5.125% Senior Notes
On January 27, 2022, the Group's principal subsidiary in Guatemala, Comunicaciones Celulares, S.A. ("Comcel"), completed the issuance of 10-year $900 million Senior Notes with a coupon of 5.125% per annum. The proceeds from this bond were used to repay a significant portion of the bridge financing that was used to fund the acquisition of the remaining 45% equity interest in the Tigo Guatemala operations back in November 2021.
On November 4, 2022, Comcel announced a tender offer (early tender consideration for $822.5 for each $1,000 principal amount of notes) to purchase for cash up to $90 million in aggregate principal amount of the Senior Notes. On November 20, 2022, Comcel announced that approximately $19 million in principal amount of the mentioned Notes, have been accepted and settled on November 21, 2022. Late tender expired on December 6, 2022 with no further tendered Notes. Total consideration amounted to approximately $16 million with a net financial income impact of $3 million given the Notes were repurchased below their par value.
In November and December 2023, Comcel repurchased some of these Senior Notes on the open market for a total amount of $42 million . The difference with their carrying value of $49 million has been recognized as financial income. The corresponding Notes have subsequently been cancelled. During the year ended December 31, 2024, Comcel repurchased and cancelled some of the 2032 USD 5.125% Comcel Senior Notes on the open market for a total nominal amount of approximately $88 million. the repurchase price discount of approximately $9 million towards the carrying value has been recognized as financial income.
F-50
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg

C.3.2. Bank and Development Financial Institution financing
Note Country Maturity range Interest rate 2024 2023
(US$ millions)
Fixed rate loans
PYG Long-term loans 1 Paraguay 2025-2029 Fixed 98  63 
USD - Long-term loans 2 Panama 2025-2026 Fixed 185  185 
BOB Long-term loans 3 Bolivia 2025-2028 Fixed 23  62 
GTQ Long-term loans 8 Guatemala 2026-2028 Fixed 444  640 
Variable rate loans
USD Long-term loans 4 Costa Rica 2026 Variable 32  32 
CRC Long-term loans 4 Costa Rica 2026 Variable 113  110 
COP Long-term loans 5 Colombia 2025-2031 Variable 306  331 
USD Long-term loans 5 Colombia 2024 Variable —  50 
GTQ Long-term loans 8 Guatemala 2030 Variable 52  — 
USD Credit Facility / Senior Unsecured Term Loan Facility 6 El Salvador 2026-2027 Variable 71  174 
USD Long-term loans 6 Nicaragua 2027 Variable —  148 
USD Revolving Credit Facility (i) 7 Luxembourg 2027 Variable (3) (2)
USD DNB Bilateral 7 Luxembourg 2026 Variable —  100 
Total Bank and Development Financial Institution financing 1,321  1,891 
(i) Relates to the amortized costs of the undrawn RCF that the Company entered into in October 2020 - see point 7 below.
Below are some further details on the facilities disclosed in the table above. When applicable, local currency amounts are translated in USD using the exchange rate at the transaction.
1.Paraguay
In July 2018, Telefónica Celular del Paraguay S.A.E. executed a seven-year loan with Regional Bank for PYG 115,000 million (approximately $18 million at the date of the transaction) with a final maturity in 2025.
In January 2019, Telefónica Celular del Paraguay S.A.E. obtained a seven-year loan from BBVA Bank for PYG 177,000 million (approximately $29 million at the date of the transaction) which is due on November, 26, 2025.
In September 2019, Telefónica Celular del Paraguay S.A.E. executed an amended and restated agreement with Banco Continental S.A.E.C.A., to consolidate three existing loans, for a PYG 370,000 million (approximately $57 million at the date of the transaction). The loan has a maturity of 7 years.
In December 2021, Telecel entered into a new fix loan of PYG 50,000 million (approximately $7 million) with GNB to refinance an outstanding bank loan with Banco Itaú. This was repaid in November 2024.
On September 3, 2024, Telefónica Celular del Paraguay, S.A.E. executed a PYG 150 billion (approximately $20 million) loan with Banco GNB Paraguay, S.A.E.C.A. The loan has a maturity of 5 years.
On October 15, 2024, as part of the USD debt restructuring plan, a Millicom subsidiary in Paraguay entered into a new loan of PYG 310,000 million (approximately $40 million) with Banco Itaú. This loan bears fixed interest and will mature in 2029.
2.Panama
In December 2020, Telecomunicaciones Digitales, S.A. executed a credit agreement with Bank of Nova Scotia with a 60 month duration for $110 million divided into 2 tranches. Tranche A ($85 million) was disbursed on December 2020 to partially recall the Local Bond ($85 million) and Tranche B ($25 million) was disbursed on March 1, 2021.
On August 31, 2021, Telecomunicaciones Digitales, S.A. executed an agreement with Bank of Scotia for $75 million at a fixed rate. The facility was used to repay Cable Onda's remaining balance under the 5.75% local bond, which was initially due on September 3, 2025.
F-51
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
3.Bolivia
In June 2018, Telefónica Celular de Bolivia S.A. ("Tigo Bolivia") entered into a two tranche loan agreement with Banco BISA S.A for BOB 69.6 million (approximately $10 million) each, with a fixed interest rate. The loans have a term of 7 years.
In November 2019, Tigo Bolivia executed a new loan with Banco de Crédito de Bolivia S.A for Bs. 78 million (approximately $11 million), with semiannual payments and a fixed interest rate. The loan has a term of 4 years.
In October 2021, Tigo Bolivia signed additional credit facilities for a total amount of approximately $26 million with a repayment period between 2.5 and 5 years and bearing fixed interest rate.
In July 2022, Tigo Bolivia signed two new loan agreements for a total amount of approximately $8 million and a repayment period of five years, bearing fixed interest rate.
In February and August 2023, Tigo Bolivia signed a total of seven new bank loan agreements in local currency, all bearing fixed interest rates, for a corresponding total amount of approximately $53 million, and a repayment period between 1 and 5 years. The proceeds were used to refinance certain local financing. Out of these, approximately $20 million were guaranteed by stand-by letters of credit issued by Banco Latinoamericano de Comercio Exterior - Bladex S.A.. These $20m equivalent in local currency were repaid in March 2024.
4.Costa Rica
On October 25, 2021, Millicom Cable Costa Rica S.A. executed a syndicated loan entered into by the Company and Millicom Cable Costa Rica as co-borrowers for an amount of $125 million. This loan has 2 tranches, a USD $33 million tranche with a SOFR+ margin and a local currency tranche at TBP+margin for an amount equivalent to $92 million at the date of the transaction.
5.Colombia
COP
On December 14, 2021, UNE EPM Telecomunicaciones S.A. entered into an ESG Linked agreement with Bancolombia for a COP 450,000 million (approximately $102 million at the December 31, 2024 exchange rate) loan with a variable rate and a maturity of 7 years.
On February 20, 2024, UNE EPM Telecomunicaciones S.A. ("UNE") executed a COP 85 billion (approximately $21 million) working capital loan with Banco Colombia. The loan has a maturity of 1 year.
On April 25, 2024, UNE issued a COP 160 billion (approximately $40 million) bond consisting of one tranche with a three years maturity. Interest rate is fixed at 17% and payable in Colombian peso. This bond refinanced the Tranche A (for COP 160 billion) of the bond issued in May 2016, repaid in May 2024.
USD
On December 20, 2019, the Group's operation in Colombia executed an amendment to the $300 million loan between Colombia Móvil S.A. E.S.P. as borrower and UNE EPM Telecomunicaciones S.A., as guarantor with a consortium of banks to extend the maturity for 5 years and lower the applicable margin. On September and November 2020, Colombia executed 4 new cross currency swaps of $25 million each with Bancolombia, JP Morgan and BBVA to complete $100 million and hedge the exposure of a portion of the $300 million Syndicated Loan Agreement, fixing the exchange and interest rates (see note D.1.2.). On March 26, 2021, $150 million were paid.; on January 21, 2022, an additional $100 million were paid (and consequently on January 19, 2022, the respective cross currency swaps with Bancolombia and JP Morgan for $25 million, each, were terminated, resulting in a gain and cash settlement of $26 million (see note D.1.2.). On December 20, 2024, the remaining $50 million outstanding (covered by cross currency and interest rate swaps) were repaid These resulted in a gain and cash collection of $9 million (see note D.1.2.).
6.El Salvador and Nicaragua
On September 12, 2022, Telefonia Celular de Nicaragua, S.A. ("Nicaragua") and Telemovil entered into a new Credit and Guaranty Agreement with Bank of Nova Scotia as Administrative Agent and Citigroup and Bladex as Joint Lead Arrangers, and with the Company as Guarantor for $225 million Unsecured Term Loan with a 5-year maturity. The allocated portion for Telemovil is $75 million and the allocated portion for Nicaragua is $150 million. The proceeds have been used to partially repay loans with other companies within the Group. The interest rate for this loan is SOFR based plus a margin. On October 16, 2024, a Millicom subsidiary in Nicaragua prepaid the outstanding principal amount of approximately $143 million of the Credit and Guaranty Agreement with Bank of Nova Scotia, originally due in 2027.
7.Luxembourg
In October 2020, MICSA. entered into a 5 year, $600 million ESG-linked revolving credit facility (the "Facility") with a syndicate of 11 commercial banks. This facility was not drawdown so far and could be used for financing of working capital or for general corporate purposes, if needed.
F-52
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
As per amendment No. 2 dated August 22, 2024, the maturity of $565 million of the available $600 million revolving credit facility maturity has been extended by 2 years, now due on October 15, 2027.
As commented in note C.3.1., Millicom used a portion of the net proceeds from the issuance of the 2032 Notes to repay in full certain bank loans with DNB.
8.Guatemala
In October 2020, Tigo Guatemala executed several credit agreements with Banco Industrial, Banco G&T Continental, Banco de America Central and Banco Agromercantil for a total amount of GTQ 3,223 million (approximately $413 million) for 5 and 7 year term to refinance other credit agreements to finance and refinance working capital, capital expenditures and general corporate purposes.
On December 9, 2021, the Guatemalan operations entered into the following loan agreements:
•a GTQ 950 million loan with Banco Industrial (approximately $123 million) which bears a fixed interest initially due in October 2025. In April 2023, the debt maturity was extended to October 31, 2028.
•two loans for a total of GTQ 500 million with Banco G&T Continental S.A. (approximately $65 million) which bear a fixed interest rate and mature in December 2026.
On March 31, 2022, Comcel executed a new 5-year $150 million loan agreement with Banco de Desarrollo Rural, S.A.. Proceeds were disbursed on April 27, 2022 and were used to refinance some of the credit agreements Comcel had with Banco Industrial. In December 2023, the debt maturity was extended to March, 2028.
On June 13, 2023, Comcel, executed a new 7-year loan with Banco Industrial up to GTQ 400 million (approximately $51 million), bearing a fixed interest rate, mainly to finance the acquisitions of spectrum (refer to E.1..).
During the months of April, May and June 2024, Comcel repaid up to $100 million equivalent in local currency from different bank facilities to address maturities and interest charges. In September 2024, Comcel partially repaid up to $52 million of loan facilities equivalent in local currency.
Right of set-off and derecognition
Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of financial position if there is a currently enforceable legal right to offset the recognized amounts and an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.
A financial asset (or a part of a financial asset or part of a group of similar financial assets) is derecognized when:
•    Rights to receive cash flows from the asset have expired; or
•    Rights to receive cash flows from the asset have been transferred to a third party or the Group has retained the contractual rights to receive the contractual rights to receive the cash flows from the asset, but has assumed a contractual obligation to pass those cash flows under a “pass-through” arrangement.
When rights to receive cash flows from an asset have been transferred or a pass-through arrangement concluded, an evaluation is made if and to what extent the risks and rewards of ownership have been retained. When the Group has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the asset is recognized to the extent of the Group’s continuing involvement in the asset. In that case, the Group also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.
A financial liability is derecognized when the obligation under the liability is discharged or canceled, or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the statement of income.

C.3.3. Interest and other financial expenses
The Group’s interest and other financial expenses comprised the following:
F-53
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
2024 2023 2022
(US$ millions)
Interest expense on bonds and bank financing (449) (477) (434)
Interest expense on leases (122) (117) (124)
Early redemption charges —  (1) — 
Others (146) (117) (59)
Total interest and other financial expenses (716) (712) (617)

C.3.4. Guarantees and pledged assets
Guarantees
Financial guarantee contracts issued by the Group are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognized initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the best estimate of the expenditure required to settle the present obligation at the reporting date and the amount recognized, less cumulative amortization.
Liabilities to which guarantees are related are recorded in the consolidated statement of financial position under Debt and financing, and liabilities covered by supplier guarantees are recorded under Trade payables or Debt and financing, depending on the underlying terms and conditions.
Maturity of guarantees
Bank and financing guarantees (i) Supplier guarantees
Terms As at December 31, 2024 As at December 31, 2023 As at December 31, 2024 As at December 31, 2023
Outstanding and Maximum exposure Outstanding and Maximum exposure
0-1 year 12  15  —  1 
1-3 years 220  322  —  — 
3-5 years —  169  —  — 
Total 232  505  —  1 
(i) If non-payment by the obligor, the guarantee ensures payment of outstanding amounts by the Group's guarantor.
Pledged assets
As at December 31, 2024, the Group’s share of total debt and financing secured by either pledged assets, pledged deposits issued to cover letters of credit, or guarantees issued was $232 million (December 31, 2023: $505 million). At December 31, 2024 there were no pledged deposits (2023: $6 million) by the Group over these debts and financings. The remainder represented primarily guarantees issued by Millicom S.A. to guarantee financings raised by other Group operating entities.

C.3.5. Covenants
Millicom’s financing facilities are subject to a number of covenants including net leverage ratio, debt service coverage ratios, or debt to earnings ratios, among others. In addition, certain of its financings contain restrictions on sale of businesses or significant assets within the businesses. At December 31, 2024, there were no breaches of financial covenants and we do not anticipate any such breaches in the next twelve months after the reporting period.

C.4. Lease liabilities
At December 31, 2024, lease liabilities are presented in the statement of financial position as follows:
F-54
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
December 31, 2024 December 31, 2023
(US$ millions)
Current 156  189 
Non-Current 798  854 
Total Lease liabilities 954  1,043 

As permitted under IFRS 16, Millicom has elected not to recognize a lease liability for short term leases (leases with an expected term of 12 months or less) or for leases of low value assets. Payments associated with short-term leases of equipment and vehicles and all leases of low-value assets are rather recognized on a straight-line basis as an expense in the statement of income. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise IT equipment and small items of office furniture. In addition, certain variable lease payments are not permitted to be recognized as lease liabilities and are expensed as incurred.
The total cash outflow for leases in 2024 was $324 million (2023: $292 million; 2022: $285 million). Lease liabilities split by maturity and future cash outflows are disclosed in note D.5..
At December 31, 2024, the Group has not committed to any material leases which had not yet commenced and has no material lease contracts with variable lease payments.
The Group's leasing activities and how these are accounted for
The Group leases various lands, sites, towers (including those related to towers sold and leased back), offices, warehouses, retail stores, equipment and cars. Rental contracts are typically made for fixed periods but may have extension options as described below. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security for borrowing purposes.
Leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group. Each lease payment is allocated between the reduction of the liability and finance cost. The finance cost is charged to the statement of income over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:
•fixed payments (including in-substance fixed payments), less any lease incentives receivable
•variable lease payment that are based on an index or a rate
•amounts expected to be payable by the lessee under residual value guarantees
•the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and
•payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.
The lease payments are discounted using the interest rate implicit in the lease. As it is generally impracticable to determine that rate, the Group uses the lessee’s incremental borrowing rate, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions. The incremental borrowing rate applied can have a significant impact on the net present value of the lease liability recognized under IFRS 16.
The Group determines the incremental borrowing rate by country and by considering the risk-free rate, the country risk, the industry risk, the credit risk and the currency risk, as well as the lease and payment terms and dates.
The Group is also exposed to potential future increases in variable lease payments based on an index or rate, which are not included in the lease liability until they take effect. When adjustments to lease payments based on an index or rate take effect, the lease liability is adjusted against the right-of-use asset by discounting the revised lease payments using either the initial discount rate or a revised discount rate. The initial discount rate is used if future lease payments are reflecting market or index rates or if they are in substance fixed. The discount rate is revised, if a change in floating interest rates occurs. The Group reassesses the variable payment only when there is a change in cash flows resulting from a change in the reference index or rate and not at each reporting date.
According to IFRS 16, lease term is defined as the non-cancellable period for which a lessee has the right to use an underlying asset, together with both: (a) periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option; and (b) periods covered by an option to terminate if the lessee is reasonably certain not to exercise that option. The assessment of such options is performed at the commencement of a lease. As part of the assessment, Millicom introduced the 'time horizon concept': the reasonable term under which the company expects to use a leased asset considering economic incentives, management decisions, business plans and the fast-paced industry Millicom operates in.
F-55
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
The assessment must be focused on the economic incentives for Millicom to exercise (or not) an option to early terminate/extend a contract. The Group has decided to work on the basis the lessor will generally accept a renewal/not early terminate a contract, as there is an economic incentive to maintain the contractual relationship.
Millicom considered the specialized nature of most of its assets under lease, the low likelihood the lessor can find a third party to substitute Millicom as a lessee and past practice to conclude that, the lease term can go beyond the notice period when there is more than an insignificant penalty for the lessor not to renew the lease. This analysis requires judgment and has a significant impact on the lease liability recognized under IFRS 16.
Under IFRS 16, the accounting for sale and leaseback transactions has changed as the underlying sale transaction needs to be first analyzed using the guidance of IFRS 15. The seller/lessee recognizes a right-of-use asset in the amount of the proportional original carrying amount that relates to the right of use retained. Accordingly, only the proportional amount of gain or loss from the sale must be recognized.
Finally, the Group has taken the additional following decisions when adopting the standard:
•Non-lease components are capitalized (IFRS16.15)
•Intangible assets are out of IFRS 16 scope (IFRS16.4)

C.5. Cash and deposits
C.5.1. Cash and cash equivalents
2024 2023
(US$ millions)
Cash and cash equivalents in USD 550  531 
Cash and cash equivalents in other currencies 149  244 
Total cash and cash equivalents 699  775 
Cash and cash equivalents include cash in hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less.

C.5.2. Restricted cash
2024 2023
(US$ millions)
Mobile Financial Services 47  49 
Others 10  8 
Restricted cash 57  56 
Cash held with banks related to MFS which is restricted in use due to local regulations is denoted as restricted cash.
C.5.3. Pledged deposits
Pledged deposits represent contracted cash deposits with banks that are held as security for debts at corporate or operational entity level. Millicom is unable to access these funds until either the relevant debt is repaid or alternative security is arranged with the lender. At December 31, 2024, there were nil pledged deposits which are presented as "Other current assets". (2023: $6 million).

C.6. Net debt and net financing obligations
Net debt
'Net debt' is debt and financial liabilities, including derivative instruments (assets and liabilities), less cash and pledged and time deposits.
F-56
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
2024 2023
(US$ millions)
Gross debt (i) 5,815  6,678 
Add (less) derivatives & vendor financing related to debt (note D.1.2.) 59  58 
Less:
Cash and cash equivalents (699) (775)
Pledged deposits —  (6)
Net debt 5,174  5,956 
(i) Excluding vendor financing of $18 million as of December 31, 2023.

Net financing obligations
'Net financing obligations' is Net debt plus lease liabilities.

Assets Liabilities from financing and other activities
Cash and cash equivalents Other Bond and bank debt and financing Derivatives and Vendor Financing Lease liabilities Total
Net financial obligations as at January 1,2023 1,039  —  6,804  34  1,016  6,814 
Cash flows (270) 5  (288) 14  (177) (185)
Recognition / Remeasurement —  —  —  —  142  142 
Interest accretion —  —  (1) —  —  (1)
Foreign exchange movements 6  —  163  10  61  229 
Net financial obligations as at December 31, 2023 775  6  6,678  58  1,043  6,999 
Cash flows (68) (5) (745) 9  (204) (867)
Recognition / Remeasurement —  —  —  —  269  269 
Interest accretion —  —  (6) —  —  (6)
Foreign exchange movements (8) —  (109) (13) (51) (166)
Transfer to/from held for sale (see note E.4) —  —  —  —  (102) (102)
Other non-cash movements —  —  (4) 5  —  1 
Net financial obligations as at December 31, 2024 699  —  5,815  59  954  6,128 


C.7. Financial instruments
i) Equity and debt instruments
Classification
The Group classifies its financial assets in the following measurement categories:
•those to be measured subsequently at fair value either through Other Comprehensive Income (OCI), or through profit or loss, and
•those to be measured at amortized cost.
The classification depends on the Group’s business model for managing the financial assets and the contractual terms of the cash flows.
F-57
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI).
The Group reclassifies debt investments when and only when its business model for managing those assets changes.
Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.
Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.
Debt instruments
Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Group classifies its debt instruments:
•Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognized directly in profit or loss and presented in other gains / (losses), together with foreign exchange gains and losses. Impairment losses are presented as a separate line item in the consolidated statement of income.
•    FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains and losses which are recognized in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognized in OCI is reclassified from equity to profit or loss and recognized in ‘Other non-operating (expenses) income, net’. Interest income from these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses and impairment expenses are presented as ‘Other non-operating (expenses) income, net’ in the consolidated statement of income.
•    FVPL: Assets that do not meet the criteria for amortized cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognized in profit or loss and presented net within ‘Other non-operating (expenses) income, net’ in the period in which it arises.
Equity instruments
The Group subsequently measures all equity investments at fair value. The Group does not hold equity instruments for trading. Where the Group’s management has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Purchases and sales of equity instruments are recognized as of their settlement date. Dividends from such investments continue to be recognized in profit or loss as other income when the Group’s right to receive payments is established.
Otherwise, changes in the fair value of financial assets at FVPL are recognized in ‘Other non-operating (expenses) income, net’ in the consolidated statement of income as applicable.
Impairment
The Group assesses on a forward looking basis the expected credit losses associated with its financial assets carried at amortized cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk.
For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognized from initial recognition of the trade receivables.
The provision is recognized in the consolidated statement of income within equipment, programming and other direct costs.
The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. The Group has a policy of writing off the gross carrying amount when the financial asset is not recoverable based on historical experience of recoveries of similar assets. The Group expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group's procedures for recovery of amounts due.

F-58
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
ii)    Derivative financial instruments and hedging activities
Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently re-measured at fair value at each subsequent closing date. The method of recognizing the resulting gain or loss depends on whether the derivative is designated as a hedging instrument and, if so, the nature of the item being hedged. The Group designates certain derivatives as either:
a)    Hedges of the fair value of recognized assets or liabilities or a firm commitment (fair value hedge); or
b)    Hedges of a particular risk associated with a recognized asset or liability or a highly probable forecast transaction (cash flow hedge).
c)    Hedges of a net investment in a foreign operation (net investment hedges).
For transactions designated and qualifying for hedge accounting, at the inception of the transaction, the Group documents the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. This is done in reference to the Group Treasury Policy as last updated and approved by the Audit Committee in late 2024. The Group also documents its assessment, both at hedge inception and on an ongoing basis (quarterly), of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.
The full fair value of a hedging instrument is classified as a non-current asset or liability when the period to maturity of the hedged item is more than 12 months and as a current asset or liability when the remaining maturity of the hedged item is less than 12 months.
The change in fair value of hedging instruments that are designed and qualify as fair value hedges is recognized in the statement of income as finance costs or income. The change in fair value of the hedged item attributable to the risk hedged is recorded as part of the carrying value of the hedged item and is also recognized in the statement of income as finance costs or income.
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in other comprehensive income. Gains or loss relating to any ineffective portion is recognized immediately in the statement of income within Other non-operating (expenses) income, net. Amounts accumulated in equity are reclassified to the statement of income in the periods when the hedged item affects profit or loss.
Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the hedging instrument relating to the effective portion of the hedge is recognised in other comprehensive income and accumulated in reserves in equity. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss within Other non-operating (expenses) income, net. Gains and losses accumulated in equity are reclassified to profit or loss when the foreign operation is disposed of or sold.
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time is recycled to the statement of income within Other non-operating (expenses) income, net.
When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the statement of income within Other non-operating (expenses) income, net.
Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not qualify for hedge accounting are recognised immediately in profit or loss and are included in Other non-operating (expenses) income, net.

C.7.1. Fair value measurement hierarchy
Millicom uses the following fair value measurement hierarchy:
Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).
Level 3 – Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).
The Group enters into derivative financial instruments with various counterparties, principally financial institutions with investment grade ratings. Interest rate swaps and foreign exchange forward contracts are valued using valuation techniques, which employ the use of markets observable data. The most frequently applied valuation techniques include forward pricing and swap models using present value calculations. The models incorporate various inputs including the credit quality of counterparties, foreign exchange spot and forward rates, yield curves of the respective currencies, interest rate curves and forward curves.
F-59
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg

C.7.2. Fair value of financial instruments
The fair value of Millicom’s financial instruments are shown at amounts at which the instruments could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The fair value of all financial assets and all financial liabilities, except debt and financing approximate their carrying value largely due to the short-term maturities of these instruments. The fair values of all debt and financing have been estimated by the Group, based on discounted future cash flows at market interest rates.
Fair values of financial instruments at December 31,
Carrying value Fair value
Note
 2024 2023 2024 2023
(US$ millions)
Financial assets
Derivative financial instruments —  6  —  6 
Other non-current assets 84  84  84  84 
Trade receivables, net 390  443  390  443 
Amounts due from non-controlling interests, associates and joint venture partners G.5. 15  12  15  12 
Supplier advances for capital expenditures 16  21  16  21 
Other current assets 166  190  166  190 
Restricted cash C.5.2. 57  56  57  56 
Cash and cash equivalents C.5.1. 699  775  699  775 
Total financial assets 1,426  1,587  1,426  1,587 
Current 1,343  1,503  1,343  1,503 
Non-current 84  84  84  84 
Financial liabilities
Debt and financing (i) C.3. 5,815  6,678  5,478  6,086 
Trade payables 300  390  300  390 
Payables and accruals for capital expenditure 305  314  305  314 
Derivative financial instruments 59  46  59  46 
Put option liability C.7.4. —  86  —  86 
Amounts due to non-controlling interests, associates and joint venture partners G.5. 138  74  138  74 
Accrued interest and other expenses 421  444  421  444 
Other liabilities 568  1,128  568  1,128 
Total financial liabilities 7,606  9,161  7,269  8,569 
Current 1,732  1,670  1,732  1,689 
Non-current 5,875  7,491  5,538  6,881 
(i)    Fair values are measured with reference to Level 1 (for listed bonds) or level 2.

C.7.3. Equity investments
As at December 31, 2024 and 2023, Millicom has no material investments in equity instruments.

C.7.4. Call and put options
Put Option - Tigo-UNE
On October 12, 2023, Millicom and its partner, Empresas Públicas de Medellin (EPM), agreed to recapitalize Tigo-UNE, Millicom's 50%-owned operation in Colombia. Each partner contributed COP 300 billion (approximately $74 million at the time of the transaction) to support the continued development of Tigo-UNE's strategy With this agreement, both partners retain their current shareholding in Tigo-UNE.
F-60
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
Furthermore they agreed to add in the shareholder's agreement an unconditional put option maturing on September 30, 2024, that, if exercised, would allow EPM to sell to Millicom their entire 50% stake in Tigo-UNE for COP 330 billion. As a result, a put option liability has been recognized in Millicom's statement of financial position, with its counterpart in the Group's equity. This put option expired as of September 30, 2024 as EPM did not exercise it. Consequently, the corresponding liability amounting to $79 million (after its foreign exchange revaluation) as of September 30, 2024 has been extinguished with its counterpart in the Group's equity.

D. Financial risk management
Exposure to interest rate, foreign currency, non-repatriation, liquidity, capital management and credit risks arise in the normal course of Millicom’s business. As part of the annual review of the above mentioned risks, the Group targets a strategy with respect to the use of derivatives and natural hedging instruments ranging from raising debt in local currency (where the Group targets to maintain 40% of debt in local currency) to maintaining at least a 75/25% mix between fixed and floating rate debt or agreeing to cover up to six months forward of operating costs and capex denominated in non-functional currencies through a rolling and layering strategy. Millicom’s financial risk management strategies may include the use of derivatives to the extent a market would exist in the jurisdictions where the Group operates. Millicom’s policy prohibits the use of such derivatives in the context of speculative trading.
Accounting policies for derivatives is further detailed in note C.7. On December 31, 2024 and 2023 fair value of derivatives held by the Group can be summarized as follows:
2024 2023
(US$ millions)
Derivatives
Cash flow hedge derivatives (59) (40)
Net derivative asset (liability) (59) (40)

D.1. Interest rate risk
Debt and financing issued at floating interest rates expose the Group to cash flow interest rate risk. Debt and financing issued at fixed rates expose the Group to fair value interest rate risk. The Group’s exposure to risk of changes in market interest rates relate to both of the above. To manage this risk, the Group’s policy is to maintain a combination of fixed and floating rate debt with a target that more than 75% of the debt be at fixed rate. The Group actively monitors borrowings against this target. The target mix between fixed and floating rate debt is reviewed periodically. The purpose of Millicom’s policy is to achieve an optimal balance between cost of funding and volatility of financial results, while considering market conditions as well as our overall business strategy. At December 31, 2024, approximately 84% of the Group’s borrowings are at a fixed rate of interest or for which variable rates have been swapped for fixed rates with interest rate swaps (2023: 80%).

D.1.1. Fixed and floating rate debt
Financing at December 31, 2024
Amounts due within:
1 year 1–2 years 2–3 years 3–4 years 4–5 years >5 years Total
(US$ millions)
Fixed rate financing 206  244  410  781  639  2,587  4,867 
Floating rate financing 75  213  286  124  44  206  948 
Total 281  457  696  905  683  2,793  5,815 
Weighted average nominal interest rate 6.67  % 6.99  % 7.47  % 6.39  % 6.72  % 5.56  % 6.22  %






F-61
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
Financing at December 31, 2023
Amounts due within:
1 year 1–2 years 2–3 years 3–4 years 4–5 years >5 years Total
(US$ millions)
Fixed rate financing 190  369  403  582  855  2,912  5,311 
Floating rate financing 12  76  433  420  147  279  1,367 
Total (i) 202  445  836  1,002  1,002  3,191  6,678 
Weighted average nominal interest rate 6.85  % 6.81  % 7.93  % 6.98  % 6.75  % 5.83  % 6.56  %
(i) Excluding vendor financing of $18 million, due within one year, as of December 31, 2023
A 100 basis point fall or rise in market interest rates for all currencies in which the Group had borrowings at December 31, 2024 would increase or reduce profit before tax from continuing operations for the year by approximately $9 million (2023: $14 million).

D.1.2. Currency and interest rate swap contracts
From time to time, Millicom enters into currency and interest rate swap contracts to manage its exposure to fluctuations in interest rates and currency fluctuations in accordance with its Group Treasury policy. Details of these arrangements are provided below.
MIC S.A. entered into a swap contract in order to hedge the foreign currency risk in relation to the 2027 SEC 2.2 billion senior unsecured sustainability bond (issued in January 2022, corresponding to $252.3 million, using the exchange rate at the time of the issuance of such bond - see note C.3.1.). This swap is accounted for as cash flow hedges as the timing and amounts of the cash flows under the swap agreement match the cash flows under the SEK bonds. Its maturity date is January 2027. The hedging relationship is highly effective and related fluctuations are recorded through other comprehensive income. At December 31, 2024, the fair values of the above swap amount to a liability of $59 million. (December 31, 2023: a liability of $46 million).
The Group's operation in Colombia also entered into several swap agreements in order to hedge foreign currency and interest rate risks on certain long-term debts. These swaps are accounted for as cash flow hedges and related fair value changes are recorded through other comprehensive income. All swap contracts attached to the 2020 Syndicated loan agreement were terminated in December, 2024, after the repayment of the outstanding amount of the Syndicated loan and were settled against a cash collection of $9 million. The fair value of Colombia swaps amounted to nil as of December 31, 2024 (December 31, 2023: an asset of $6 million).
In January 2023, MIC S.A. also entered into two currency swap agreements to hedge an intercompany receivable of COP 206 billion (approximately $41 million) owed by UNE (refer to note C.3.1.).
As a summary, the net fair value of the derivative financial instruments for the Group, as of December 31, 2024 amounted to a liability of $59 million (December 31, 2023: a liability of $40 million ).
Interest rate and currency swaps are measured with reference to Level 2 of the fair value hierarchy.There are no other derivative financial instruments with a significant fair value at December 31, 2024.

D.2. Foreign currency risks
The Group is exposed to foreign exchange risk arising from various currency exposures in the countries in which it operates. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations.
Millicom seeks to reduce its foreign currency exposure through a policy of matching, as far as possible, assets and liabilities denominated in foreign currencies, or entering into agreements that limit the risk of exposure to currency fluctuations against the US dollar reporting currency. In some cases, Millicom may also borrow in US dollars where it is either commercially more advantageous for joint ventures and subsidiaries to incur debt obligations in US dollars or where US dollar denominated borrowing is the only funding source available to a joint venture or subsidiary. In these circumstances, Millicom accepts the remaining currency risk associated with financing its joint ventures and subsidiaries, principally because of the relatively high cost of forward cover, when available, in the currencies in which the Group operates.










F-62
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
D.2.1. Debt denominated in US dollars and other currencies
Debt denomination at December 31
2024 2023
(US$ millions)
Debt denominated in US dollars 3,429  3,859 
Debt denominated in currencies of the following countries:
Guatemala 496  640 
Colombia 554  694 
Bolivia 153  246 
Paraguay 233  158 
El Salvador(i) 71  174 
Panama(i) 734  759 
Luxembourg (COP denominated) 33  38 
Costa Rica 113  110 
Total debt denominated in other currencies 2,386  2,819 
Total debt (ii) 5,815  6,678 
(i) El Salvador's official unit of currency is the U.S. dollar, while Panama uses the U.S. dollar as legal tender. The Group's local debt in both countries is therefore denominated in U.S. dollars but presented as local currency (LCY).
(ii) Excluding vendor financing of $18 million in Colombia, due within one year, as of December 31, 2023.
At December 31, 2024, if the US dollar had weakened/strengthened by 10% against the other functional currencies of our operations and all other variables held constant, then profit before tax from continuing operations would have increased/decreased by $8 million (2023: $25 million). This increase/decrease in profit before tax would have mainly been as a result of the conversion of the USD-denominated net debts in our operations with functional currencies other than the US dollar.

D.3. Non-repatriation risk
Millicom’s operating subsidiaries and joint ventures generate most of the revenue of the Group and in the currency of the countries in which they operate. Millicom is therefore dependent on the ability of its subsidiaries and joint venture operations to transfer funds to the Company.
Although foreign exchange controls exist in some of the countries in which Millicom Group companies operate, none of these controls currently significantly restrict the ability of these operations to pay interest, dividends, technical service fees, royalties or repay loans by exporting cash, instruments of credit or securities in foreign currencies. However, existing foreign exchange controls may be strengthened in countries where the Group operates, or foreign exchange controls may be introduced in countries where the Group operates that do not currently impose such restrictions. If such events were to occur, the Company’s ability to receive funds from the operations could be subsequently restricted, which would impact the Company’s ability to make payments on its interest and loans and, or pay dividends to its shareholders. As a policy, all operations which do not face restrictions to deposit funds offshore and in hard currencies should do so for the surplus cash generated on a weekly basis. The Company and its subsidiaries make use of physical cash pooling arrangements in hard currencies to the extent permitted.
In addition, in some countries it may be difficult to convert large amounts of local currency into foreign currency because of limited foreign exchange markets. The practical effects of this may be time delays in accumulating significant amounts of foreign currency and exchange risk, which could have an adverse effect on the Group. This is a relatively rare case for the countries in which the Group operates.
Lastly, repatriation most often results in taxation, which is evidenced in the amount of taxes paid by the Group relative to the Corporate Income Tax reported in its statement of income.

D.4. Credit and counterparty risk
Financial instruments that subject the Group to credit and counterparty risk include cash and cash equivalents, pledged deposits, letters of credit, trade receivables, amounts due from joint venture partners and associates, vendor financing and other current assets and derivatives. Counterparties to agreements relating to the Group’s cash and cash equivalents, pledged deposits and letters of credit are financial institutions generally with investment grade ratings. Management does not believe there are significant risks of non-performance by these counterparties and maintain a diversified portfolio of banking partners. Allocation of deposits across banks are managed such that the Group’s counterparty risk with a given bank stays within limits which have been set, based on each bank’s credit rating.
F-63
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
A large portion of revenue of the Group is comprised of prepaid products and services. For postpaid customers, the Group follows risk control procedures to assess the credit quality of the customer, taking into account its financial position, past experience and other factors. Accounts receivable also comprise balances due from other telecom operators. Credit risk of other telecom operators is limited due to the regulatory nature of the telecom industry, in which licenses are normally only issued to credit-worthy companies. The Group maintains a provision for expected credit losses of trade receivables based on its historical credit loss experience.
As the Group has a large number of internationally dispersed customers, there is generally no significant concentration of credit risk with respect to trade receivables, except for certain B2B customers (mainly governments). See note F.1.

D.5. Liquidity risk
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The Group has significant indebtedness but also has significant cash balances. Millicom evaluates its ability to meet its obligations on an ongoing basis using a recurring liquidity planning tool. This tool considers the operating net cash flows generated from its operations and the future cash needs for borrowing, interest payments, dividend payments and capital and operating expenditures required in maintaining and developing its operating businesses.
The Group manages its liquidity risk through the use of bank loans, bonds, vendor financing, Export Credit Agencies and Development Finance Institutions (DFI) loans. Millicom believes that there is sufficient liquidity available in the markets to meet ongoing liquidity needs. Additionally, Millicom is able to arrange offshore funding. Millicom has a diversified financing portfolio with commercial banks representing about 20% of its gross financing (2023: 24%), with bonds representing 66% (2023: 61%) and leases representing 14% (2023: 13%).
Maturity profile of net financial liabilities at December 31, 2024
Less than 1 year 1 to 5 years >5yrs Total
(US$ millions)
Outstanding debt and financing (283) (2,757) (2,829) (5,869)
Outstanding amortized costs undiscounted 1  16  36  54 
Lease liability (156) (445) (352) (954)
Cash and equivalents 699  —  —  699 
Derivative financial instruments —  (59) —  (59)
Net cash (debt) including derivatives related to debt 262  (3,245) (3,145) (6,128)
Future interest commitments related to debt and financing (352) (1,830) (144) (2,326)
Future interest commitments related to leases (90) (253) (121) (463)
Trade payables (excluding accruals) (467) —  —  (467)
Other financial liabilities (including accruals) (1,219) —  —  (1,219)
Trade receivables 390  —  —  390 
Other financial assets 171  71  —  242 
Net financial liabilities (1,305) (5,257) (3,410) (9,971)









F-64
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
Maturity profile of net financial liabilities at December 31, 2023
Less than 1 year 1 to 5 years >5yrs Total
(US$ millions)
Outstanding debt and financing (i) (203) (3,309) (3,232) (6,744)
Outstanding amortized costs undiscounted 1  24  41  66 
Lease liability (189) (498) (355) (1,043)
Cash and equivalents 775  —  —  775 
Derivative financial instruments (12) (46) —  (58)
Pledged deposits (related to back borrowings) 5  —  —  5 
Net cash (debt) including derivatives related to debt 377  (3,829) (3,547) (6,999)
Future interest commitments related to debt and financing (427) (1,270) (93) (1,791)
Future interest commitments related to leases (108) (286) (108) (502)
Trade payables (excluding accruals) (582) —  —  (582)
Other financial liabilities (including accruals) (957) —  —  (957)
Trade receivables 443  —  —  443 
Other financial assets 224  78  —  302 
Net financial liabilities (1,031) (5,307) (3,748) (10,086)
(i) Excluding vendor financing of $18 million as of December 31, 2023.


D.6. Capital management
The primary objective of the Group’s capital management is to ensure a strong credit rating and solid capital ratios in order to support its business and maximize shareholder value.
The Group manages its capital structure with reference to local economic conditions and imposed restrictions such as debt covenants (see section C.3.5.). To maintain or adjust its capital structure, the Group may make dividend payments to shareholders, return capital to shareholders through share repurchases or issue new shares. At December 31, 2024, Millicom was rated at one notch below investment grade by the independent rating agencies Moody’s (Ba1) and Fitch (BB). On February 6, 2024, Moody’s downgraded Millicom by one notch to ba2 (with a stable outlook +) basically based on quantitative metrics being below ranges than ba1 rating scale ranges. The Group primarily monitors capital (with our covenants primarily) based on net debt to EBITDAaL.
Gearing ratio
The Group reviews its gearing ratio (net debt divided by total capital plus net debt) periodically. Capital represents equity attributable to the equity holders of the parent.
Note
 2024 2023
(US$ millions)
Net debt C.6. 5,174  5,956 
Equity attributable to Owners of the Company C.1. 3,628  3,529 
Net debt and equity 8,802  9,485 
Gearing ratio 0.59  0.63 

E. Long-term assets
E.1. Intangible assets
Millicom’s intangible assets mainly consist of goodwill and customer lists arising from acquisitions, licenses and spectrum.
E.1.1. Accounting for intangible assets
Intangible assets acquired in business acquisitions are initially measured at fair value at the date of acquisition. Those which are acquired separately are measured at cost. Internally generated intangible assets, excluding capitalized development costs, are not capitalized but expensed to the statement of income in the expense category consistent with the function of the intangible assets.
F-65
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
Subsequently intangible assets are carried at cost, less any accumulated amortization and any accumulated impairment losses.
Intangible assets with finite useful lives are amortized over their estimated useful lives using the straight-line method and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for intangible assets with finite useful lives are reviewed at least at each financial year end. Changes in expected useful lives or the expected beneficial use of the assets are accounted for by changing the amortization period or method, as appropriate, and treated as changes in accounting estimates.
Amortization expense on intangible assets with finite lives is recognized in the consolidated statement of income in the expense category consistent with the function of the intangible assets.
Goodwill
Goodwill represents the excess of cost of an acquisition over the Group’s share in the fair value of identifiable assets less liabilities and contingent liabilities of the acquired subsidiary, at the date of the acquisition. If the fair value or the cost of the acquisition can only be determined provisionally, then goodwill is initially accounted for using provisional values. Within 12 months of the acquisition date, any adjustments to the provisional values are recognized. This is done when the fair values and the cost of the acquisition have been finally determined. Adjustments to provisional fair values are made as if the adjusted fair values had been recognized from the acquisition date. Following initial recognition, goodwill is measured at cost, less any accumulated impairment losses. Gains or losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
Where goodwill forms part of a cash-generating unit (or group of cash-generating units) and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed of in this manner is measured, based on the relative values of the operation disposed and the portion of the cash-generating unit retained.
Goodwill on acquisition of joint ventures or associates is included in investments in joint ventures and associates.
Licenses and Spectrum
Licenses and spectrum are recorded at either historical cost or, if acquired in a business combination, at fair value at the date of acquisition. Cost includes cost of acquisition and other costs directly related to acquisition and retention of licenses over the license period. These costs may include up-front and deferred payments as well as estimates related to fulfillment of terms and conditions related to the licenses such as service or coverage obligations, especially when there is a clear objective evidence that the cost of fulfilling these obligations will be significantly onerous for the Group.
Licenses and spectrum have a finite useful life and are carried at cost less accumulated amortization and any accumulated impairment losses. Licenses and spectrum are amortized from the date the network is available for use on a straight-line basis over the license period. Amortization is calculated using the straight-line method to allocate the cost of the licenses over their estimated useful lives. The terms of licenses, which have been awarded for various periods, are subject to periodic review for, among other things, rate setting, frequency allocation and technical standards. Licenses held, subject to certain conditions, are usually renewable and generally non-exclusive. When estimating useful lives of licenses, renewal periods are included only if there is evidence to support renewal by the Group without significant cost.
Trademarks and customer lists
Trademarks and customer lists are recognized as intangible assets only when acquired or gained in a business combination. Their cost represents fair value at the date of acquisition. Trademarks have indefinite or finite useful lives and customers lists have finite useful lives. Main factors considered in the determination of the indefinite useful lives include the years that they have been and are expected to be in service and their recognition among peers in the industry. Trademarks and customer lists used by the Group for its own activities are unlikely to generate largely independent cash inflows and therefore are tested for impairment annually together with other assets at each cash-generating unit level. Finite useful life trademarks are carried at cost, less accumulated amortization and any accumulated impairment losses. Amortization is calculated using the straight-line method to allocate the cost of the trademarks and customer lists over their estimated useful lives. The estimated useful lives for trademarks and customer lists are based on specific characteristics of the market in which they exist.
Estimated useful lives are:
Years
Estimated useful lives
Trademarks
 1 to 15
Customer lists
4 to 20
Programming and content rights
Programming and content master rights which are purchased or acquired in business combinations which meet certain criteria are recorded at cost as intangible assets. The rights must be exclusive, related to specific assets which are sufficiently developed, and probable to bring future economic benefits and have validity for more than one year. Cost includes consideration paid or payable and other costs directly related to the acquisition of the rights, and are recognized at the earlier of payment or commencement of the broadcasting period to which the rights relate.
F-66
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
Programming and content rights capitalized as intangible assets have a finite useful life and are carried at cost, less accumulated amortization and any accumulated impairment losses. Amortization is calculated using the straight-line method to allocate the cost of the rights over their estimated useful lives.
Non-exclusive and programming and content rights for periods less than one year are expensed over the period of the rights.
Indefeasible rights of use
There is no universally-accepted definition of an indefeasible rights of use (IRU). These agreements come in many forms. However, the key characteristics of a typical arrangement include:
•    The right to use specified network infrastructure or capacity;
•    For a specified term (often the majority of the useful life of the relevant assets);
•    Legal title is not transferred;
•    A number of associated service agreements including operations and maintenance (O&M) and co-location agreements. These are typically for the same term as the IRU; and
•    Any payments are usually made in advance.
IRUs are accounted for either as a lease, or service contract based on the substance of the underlying agreement.
IRU arrangements will qualify as a lease if, and when:
•    The purchaser has an exclusive right for a specified period; and
•    The capacity is physically limited and defined; and
•    The purchaser bears all costs related to the capacity (directly or not) including costs of operation, administration and maintenance; and
•    The purchaser bears the risk of obsolescence during the contract term.
If all of these criteria are not met, the IRU is treated as a service contract.
An IRU of network infrastructure (cables or fiber) is accounted for as a right of use asset (see E.3.), while capacity IRU (wavelength) is accounted for as an intangible asset.
The costs of an IRU recognized as service contract is recognized as prepayment and amortized in the statement of income as incurred over the duration of the contract.

E.1.2. Impairment of non-financial assets
At each reporting date Millicom assesses whether there is an indication that a non-financial asset may be impaired. If any such indication exists, or when annual impairment testing for a non-financial asset is required, an estimate of the asset’s recoverable amount is made. The recoverable amount is determined based on the higher of its fair value less cost to sell, and its value in use, for individual assets, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets.
Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. Where no comparable market information is available, the fair value, less cost to sell, is determined based on the estimated future cash flows discounted to their present value using a discount rate that reflects current market conditions for the time value of money and risks specific to the asset. The foregoing analysis also evaluates the appropriateness of the expected useful lives of the assets. Impairment losses related to assets of continuing operations are recognized in the consolidated statement of income in expense categories consistent with the function of the impaired asset.
At each reporting date an assessment is made as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. Other than for goodwill, a previously recognized impairment loss is reversed if there has been a change in the estimate used to determine the asset’s recoverable amount since the last impairment loss was recognized. If so, the carrying amount of the asset is increased and cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in profit or loss. After such a reversal, the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.






F-67
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
E.1.3. Movements in intangible assets
Movements in intangible assets in 2024
Goodwill Licenses and Spectrum Customer Lists IRUs Trademarks Other (i) Total
(US$ millions)
Opening balance, net 4,107  1,558  769  33  910  408  7,785 
Change in scope (see note A.2.2.) —  114  —  —  —  —  114 
Additions —  123  —  1  —  97  221 
Amortization charge —  (81) (92) (9) —  (138) (319)
Impairment (ii) —  (3) —  —  —  (5) (8)
Disposals, net —  2  —  —  —  (1) 1 
Asset retirement obligation —  1  —  —  —  —  1 
Transfers —  4  —  3  —  24  30 
Transfer to/from held for sale (see note E.4) —  (861) —  —  —  (9) (870)
Exchange rate movements (13) (19) 2  (2) 2  (16) (47)
Closing balance, net 4,094  840  679  25  912  359  6,908 
Cost or valuation 4,094  1,594  1,211  169  1,240  1,302  9,611 
Accumulated amortization and impairment —  (755) (533) (144) (329) (943) (2,703)
Net 4,094  840  679  25  912  359  6,908 
Movements in intangible assets in 2023
Goodwill Licenses and Spectrum Customer Lists IRUs Trademarks Other (i) Total
(US$ millions)
Opening balance, net 4,059  1,094  864  40  910  394  7,361 
Additions —  406  —  1  —  115  522 
Amortization charge —  (116) (96) (12) —  (137) (361)
Impairment —  —  —  —  —  (1) (1)
Transfers —  4  —  1  —  11  16 
Exchange rate movements 48  171  1  4  —  26  249 
Closing balance, net 4,107  1,558  769  33  910  408  7,785 
Cost or valuation 4,107  2,407  1,206  178  1,243  1,275  10,416 
Accumulated amortization and impairment —  (849) (437) (145) (333) (867) (2,631)
Net 4,107  1,558  769  33  910  408  7,785 
(i)    Other includes mainly software costs.
(ii)         During the year ended December 31, 2024, Millicom decommissioned an IT software and as a result recorded $7 million under operating expenses as impairment charges.


F-68
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
E.1.4. Cash used for the purchase of other intangible assets
Cash used for intangible asset additions
2024 2023 2022
(US$ millions)
Additions 98  116  156 
Change in advances to suppliers (2) (3) 1 
Change in accruals and payables for intangibles (2) 21  21 
Cash used for additions 94  133  179 

E.1.5. Goodwill and indefinite useful life trademarks
Allocation of Goodwill to cash generating units (CGUs)
2024 2023
(US$ millions)
Guatemala (see note A.1.2.) 2,477  2,470 
Panama 907  907 
El Salvador 194  194 
Costa Rica 139  135 
Paraguay 41  44 
Colombia 135  155 
Nicaragua 197  197 
Bolivia 3  3 
Total 4,094  4,107 

Allocation of indefinite useful life trademarks to cash generating units (CGUs)
2024 2023
(US$ millions)
Guatemala 912  910 
Total 912  910 
E.1.6. Impairment testing of goodwill and indefinite useful life trademarks
Goodwill and indefinite useful life trademarks from CGUs are tested for impairment at least once a year and more frequently if events or changes in circumstances indicate that the carrying value may be impaired. Impairment losses on goodwill are not reversed.
Goodwill arising on business combinations is allocated to each of the Group’s CGUs or groups of CGUs that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the Group are assigned to those units or groups of units. Each unit or group of units to which the goodwill is allocated:
•    Represents the lowest level within the Group at which the goodwill is monitored for internal management purposes; and
•    Is not larger than an operating segment.
Impairment is determined by assessing the value-in-use and, if appropriate, the fair value less costs to sell of the CGU (or group of CGUs), to which goodwill relates.
Impairment testing at December 31, 2024 and at December 31, 2023
Goodwill and indefinite useful life trademarks were tested for impairment by assessing the recoverable amount against the carrying amount of the CGU based on discounted cash flows. The recoverable amounts are based on value-in-use. The value-in-use is determined based on the method of discounted cash flows. The cash flow projections used (operating profit margins, income tax, working capital, capex and license renewal cost) are extracted from business plans approved by management, covering a ten-year planning horizon.
F-69
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
The Group uses a ten-year planning horizon to obtain a stable business outlook, in particular due to the long investment cycles in the industry and the long-term planned and expected investments in licenses and spectrum, with expenditures extending beyond 10 years. Moreover, we operate in emerging markets where telecom operators still have significant opportunities for continued penetration and growth. Our markets are mostly consolidated, with two or three players per market, therefore, using ten-year projections reduces the emphasis on terminal values.
Additionally, the Group has performed a sensitivity analysis to assess the potential impact on carrying values when using a five-year plan instead. The results of this analysis indicate that applying perpetuity growth rates at the end of an initial five-year plan does not result in any impairment. Furthermore, it does not reduce the recoverable value by more than 5% in any CGU as compared to the recoverable amount derived from the ten-year plan.
Cash flows beyond this period are extrapolated using a perpetual growth rate. Management validates the reasonableness of the results of the test by comparing the share price implied by the 'sum of the parts' with the market share price. Any gap is reviewed, analyzed and documented. When value-in-use results are lower than the carrying values of the CGUs, management determines the recoverable amount by using the fair value less cost of disposal (FVLCD) of the CGUs. FVLCD is usually determined by using recent offers received from third parties (Level 1).
For the years ended December 31, 2024 and 2023, management concluded that no impairment should be recorded in the Group consolidated financial statements.
Key assumptions used in value in use calculations

The process of preparing the cash flow projections considers the current market condition of each CGU, analyzing the macroeconomic, competitive, regulatory and technological environments, as well as the growth opportunities of the CGUs. Therefore, a growth target is defined for each CGU, based on the appropriate allocation of operating resources and the capital investments required to achieve the target. The foregoing forecasts could differ from the results obtained through time; however, the Group prepares its estimates based on the current situation of each of the CGUs. Relevance of budgets used for the impairment test is also reviewed annually, with management performing regressive analysis between actual figures and budget/Long Range Plans (LRPs) used for previous year impairment test.
The cash flow projections for all CGUs is most sensitive to the following key assumptions:
•EBITDA margin is determined by dividing EBITDA by total revenues.
•CAPEX intensity is determined by dividing CAPEX by total revenues.
•Perpetual growth rate does not exceed the countries' GDP.
•Weighted average cost of capital (“WACC”) is used to discount the projected cash flows.

The most significant estimates used for the 2024 and 2023 impairment test are shown below:
CGU Average EBITDA margin (%) (i) Average CAPEX intensity (%) (i) Perpetual growth rate (%) WACC rate after tax (%) (ii)
2024 2023 2024 2023 2024 2023 2024 2023
Bolivia 46.9 41.3 14.8 13.6 1.0 1.0 22.9 15.4
Colombia 41.4 39.6 11.2 12.3 2.0 2.0 8.9 10.7
Guatemala 55.9 53.3 8.3 11.3 1.0 1.0 8.7 9.7
Costa Rica 37.7 39.8 16.4 16.2 — 2.0 8.2 10.1
El Salvador 47.8 41.7 11.9 13.6 1.0 1.0 10.2 12.1
Nicaragua 50.5 47.5 15.1 13.8 2.0 3.0 15.3 15.5
Panamá 51.0 46.5 10.9 13.1 1.0 1.0 9.4 8.9
Paraguay 50.8 46.8 12.9 14.5 — 1.0 8.6 9.8
    
(i) Average is computed over the period covered by the plan.
(ii) Millicom uses post-tax rate for the impairment-test, the difference with the pre-tax not resulting in different conclusions.

Sensitivity analysis to changes in assumptions

Management performed a sensitivity analysis on key assumptions within the test. The following maximum increases or decreases, expressed in percentage points, were considered for all CGUs:
F-70
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
Reasonable changes in key assumptions (%)
Financial variables 2024 2023
WACC rates
+/- 2
+/-2
Perpetual growth rates
+/-1
+/-1
Operating variables
EBITDA margin
+/-3
+/-2
CAPEX intensity
+/-1
+/-1
At December 31, 2024 and at December 31, 2023, the sensitivity analysis shows no impairment under the above mentioned changes in assumptions for all CGUs, except for Nicaragua. If the assumptions used in the impairment test were changed to a greater extent than as presented in the following table, the changes would, in isolation, trigger a potential impairment loss being recognised for the Nicaragua CGU in the years ended December 31, 2024 and December 31, 2023 .
2024 2023
Change required for carrying value to equal recoverable amount CGU CGU
Nicaragua Nicaragua
Financial variables
WACC rate +109bps +154bps
Perpetual growth rates n/a n/a
Operating variables
Average EBITDA margin (1.95)% n/a
CAPEX intensity n/a n/a



E.2. Property, plant and equipment
E.2.1. Accounting for property, plant and equipment
Items of property, plant and equipment are stated at historical cost less accumulated depreciation and accumulated impairment. Historical cost includes expenditure that is directly attributable to acquisition of items. The carrying amount of replaced parts is derecognized.
Depreciation is calculated using the straight-line method over the shorter of the estimated useful life of the asset and the remaining life of the license associated with the assets, unless the renewal of the license is contractually possible.
The assets’ residual value and useful life is reviewed, and adjusted if appropriate, at each statement of financial position date.
As explained in the Introduction note, during 2024, we revised the estimated useful lives of our fiber optic network assets and related equipment/software. As a result, the estimated useful lives of the Group's Fiber Optic Network useful life were changed from 15 years to 25 years while the related equipment/Software useful life range was increased to 5-10 years (previously 5-7 years for equipment and 5 years for software). Additionally, during 2023, the estimated useful lives of some property, plant and equipment were revised. As a result, the estimated useful lives of the Group's towers, poles and ducts were changed from 15 to 25 years, while the related civil works' useful lives were increased from 10 to 15 years. Refer to the Introduction - Estimates note for further details.
Estimated useful lives
Duration
Buildings
Up to 40 years
Networks (including civil works)
5 to 25 years
Other
2 to 10 years
The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. An asset’s carrying amount is written down immediately to its recoverable amount if its carrying amount is greater than its estimated recoverable amount.
F-71
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
Construction in progress consists of the cost of assets, labor and other direct costs associated with property, plant and equipment being constructed by the Group, or purchased assets which have yet to be deployed. When the assets become operational, the related costs are transferred from construction in progress to the appropriate asset category and depreciation commences.
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. Ongoing routine repairs and maintenance are charged to the statement of income in the financial period in which they are incurred.
Costs of major inspections and overhauls are added to the carrying value of property, plant and equipment and the carrying amount of previous major inspections and overhauls is derecognised.
Equipment installed on customer premises which is not sold to customers is capitalized and amortized over the customer contract period.
A liability for the present value of the cost to remove an asset on both owned and leased sites (for example cell towers) and for assets installed on customer premises (for example set-top boxes), is recognized when a present obligation for the removal exists. The corresponding cost of the obligation is included in the cost of the asset and depreciated over the useful life of the asset, or lease period if shorter.
Borrowing costs that are directly attributable to the acquisition or construction of a qualifying asset are capitalized as part of the cost of that asset when it is probable that such costs will contribute to future economic benefits for the Group and the costs can be measured reliably.

E.2.2. Movements in tangible assets
Movements in tangible assets in 2024
Network Equipment Land and Buildings Construction in Progress Other(i) Total
(US$ millions)
Opening balance, net 2,507  162  394  44  3,107 
Change in scope (see note A.2.2.) 114  —  1  —  115 
Additions 118  23  433  5  579 
Disposals, net (11) —  (5) —  (16)
Depreciation charge (671) (16) —  (23) (710)
Asset retirement obligations 23  4  —  —  27 
Transfers 404  5  (445) 9  (26)
Transfer from/(to) assets held for sale (see note E.4) (122) —  —  —  (122)
Exchange rate movements (90) (8) (8) —  (107)
Closing balance, net 2,271  171  370  35  2,847 
Cost or valuation 8,767  328  370  338  9,803 
Accumulated depreciation and impairment (6,496) (157) —  (303) (6,956)
Net at December 31, 2024 2,271  171  370  35  2,847 







F-72
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
Movements in tangible assets in 2023
Network equipment
Land and buildings
Construction in progress
Other(i)
Total
(US$ millions)
Opening balance, net 2,340  180  418  50  2,989 
Additions 161  2  525  5  693 
Impairments/reversal of impairment, net (2) —  —  —  (2)
Disposals, net (16) —  (3) —  (20)
Depreciation charge (751) (19) —  (25) (794)
Asset retirement obligations 29  1  —  —  30 
Transfers 566  (2) (570) 13  6 
Exchange rate movements 165  13  24  1  203 
Other 14  (12) —  —  2 
Closing balance, net 2,507  162  394  44  3,107 
Cost or valuation 8,924  310  394  352  9,980 
Accumulated depreciation and impairment (6,417) (148) —  (307) (6,873)
Net at December 31, 2023 2,507  162  394  44  3,107 
(i)    Other mainly includes office equipment and motor vehicles.

Borrowing costs capitalized for the years ended December 31, 2024, 2023 and 2022 were not significant.

E.2.3. Cash used for the purchase of tangible assets
Cash used for property, plant and equipment
2024 2023 2022
(US$ millions)
Additions 579  694  823 
Change in advances to suppliers (2) 3  (3)
Change in accruals and payables for property, plant and equipment (37) 116  (20)
Cash used 540  814  800 


E.3. Right of use assets
Right-of-use assets are measured at cost comprising the following:
•the amount of the initial measurement of lease liability
•any lease payments made at or before the commencement date less any lease incentives received
•any initial direct costs, and
•restoration costs
Refer to note C.4. for further details on lease accounting policies.






F-73
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
Movements in right of use assets in 2024
Right-of-use assets Land and buildings Sites rental Tower rental Capacity Other network equipment Other Total
(US$ millions)
Opening balance, net 130  177  537  27  16  9  896 
Additions 13  5  99  8  —  1  126 
Modifications 13  50  59  —  1  2  125 
Impairment (1) —  (3) —  —  —  (4)
Disposals (9) (18) (8) —  —  (3) (39)
Depreciation (36) (47) (109) (6) (2) (3) (204)
Asset retirement obligations —  —  1  —  —  —  1 
Transfers —  —  1  —  (1) —  — 
Transfer from/(to) assets held for sale (see note E.4) —  (2) (74) —  —  —  (76)
Exchange rate movements (9) —  (25) —  —  —  (34)
Closing balance, net 101  164  477  29  14  6  792 
Cost of valuation 233  385  785  54  24  15  1,497 
Accumulated depreciation and impairment (132) (220) (308) (26) (10) (9) (705)
Net at 31 December 2024 101  164  477  29  14  6  792 

Movements in right of use assets in 2023
Right-of-use assets Land and buildings Sites rental Tower rental Capacity Other network equipment Other Total
(US$ millions)
Opening balance, net 142  181  505  28  16  13  884 
Additions 4  10  42  7  —  1  63 
Modifications 6  27  51  1  2  —  87 
Disposals (1) (2) (1) —  —  —  (5)
Depreciation (38) (45) (90) (6) (1) (3) (183)
Asset retirement obligations —  (1) (2) —  —  —  (3)
Transfers 1  7  2  (2) (2) (1) 4 
Exchange rate movements 16  2  31  —  —  —  50 
Other
 —  (2) —  —  —  —  (2)
Closing balance, net 130  177  537  27  16  9  896 
Cost of valuation 280  369  929  47  26  21  1,671 
Accumulated depreciation and impairment (150) (192) (392) (19) (10) (12) (776)
Net at 31 December 2023 130  177  537  27  16  9  896 

E.4. Assets held for sale
If Millicom decides to sell subsidiaries, investments in joint ventures or associates, or specific non-current assets in its businesses, these items qualify as assets held for sale if certain conditions are met and necessary regulatory approvals obtained.



F-74
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
E.4.1. Classification
Non-current assets (or disposal groups) are classified as assets held for sale and stated at the lower of carrying amount and fair value less costs to sell if their carrying amount is expected to be recovered principally through sale, not through continuing use. Liabilities of disposal groups are classified as Liabilities directly associated with assets held for sale.

E.4.2. Millicom’s assets held for sale
As of December 31, 2024 the following assets qualified as assets held for sale. As of December 31, 2023, no assets qualified as assets held for sale. For further details on assets held for sale and discontinued operations, please refer to note A.4.
Assets held for sale - Summary
Assets and liabilities reclassified as held for sale (In millions of U.S. dollars)
 December 31, 2024
Towers sale in Colombia related to the third batch 1
Mobile network sharing agreement in Colombia 613
Towers sale (including certain lease transfers) in Nicaragua 13
Total assets of held for sale 627
Towers sale in Colombia related to the third batch 1
Mobile network sharing agreement in Colombia 698
Towers sale (including certain lease transfers) in Nicaragua 10
Total liabilities directly associated with assets held for sale 709
Net assets held for sale / book value (83)
Assets held for sale - Towers sales in Colombia
On January 24, 2024, Colombia Movil S.A. ESP (“Tigo Colombia”) signed an agreement to sell and lease back, under a long-term lease agreement, 1,132 telecommunication towers to Towernex Colombia S.A.S. (“Towernex”), a KKR company. The total sale consideration amounts to $77 million, out of which $26 million will be received in subsequent years. Under IFRS 16, this transaction is considered a sale and leaseback.
The transfer of the towers to Towernex consists of three batches, out of which two already completed:
▪First batch (occurred on March 14, 2024): 759 towers were sold, generating net cash proceeds of $38 million, net of transaction costs and a $13 million receivable , for Tigo Colombia. The company also recorded lease obligations and a financing component totaling $48 million related to the towers sold and leased back.
▪Second batch (occurred on September 4, 2024): 250 towers were sold, generating net cash proceeds of $13 million, net of transaction costs and a $4 million receivable, for Tigo Colombia. The company also recorded lease obligations and a financing component totaling $16 million related to the towers sold and leased back.
▪Third batch (expected in first quarter of the financial year 2025): The remaining 123 towers are intended to be sold. In accordance with IFRS 5, these towers remain classified as assets held for sale and their depreciation has stopped.
Assets held for sale / Disposal Group - Mobile Network sharing agreement in Colombia
On February 26, 2024, Tigo Colombia and Telecomunicaciones S.A. ESP BIC (“ColTel”) signed an agreement to share their mobile networks. This collaboration involves two new joint arrangements. (both qualifying as joint operations, as defined in IFRS 11):
▪A 'NetCo ("UNIRED")': This company holds and manages the radio access network (RAN) infrastructure as well as the site lease agreements. Each operator owns 50% of this NetCo.
Transfers of RAN assets to UNIRED happened in December 2024, when UNIRED did a step-up exercise to determine the fair values of the contributions from both joint operators. The portion of this step-up exercise attributable to ColtTel has been booked as "Other operating Income" ($28 million, together with a gain of $3 million related to the equalization of Tigo Colombia and Coltel in UNIRED. The transfer of lease agreements is taking place as from January 2025 and as of December 31, 2024 met the criteria of IFRS 5: "Non-current Assets Held for Sale and Discontinued Operations" criteria.
F-75
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
▪A 'Unión Temporal' ("UT"): This temporary joint arrangement will manage the spectrum licenses and related liabilities. Similarly, ownership is split 50/50 between the two operators. In December 2024, Tigo Colombia got the approval to transfer to the UT the first block of spectrum (as defined by resolution 332 of the 700MwZ Spectrum from the Ministry of Information Technologies and Communications, "Mintic"). Consequently, the assets and liabilities related to such resolution were derecognized in Tigo Colombia with the subsequent recognition of Tigo's Colombia 50% share in the UT.
In accordance with IFRS 5, certain assets and related liabilities are kept as of December 31, 2024 as "held for sale": Lease agreements. and Spectrum licenses and related liabilities not yet transferred (that will be managed by the Union Temporal)
Asset held for sale - Towers sales in Nicaragua
As part of the other assets portfolio sell within the 'sale of Lati International S.A and other assets to SBA' agreement dated on October 28, 2024 and further detailed in Note 3 above, Millicom Nicaragua expects to sell approximately 400 towers under a sale-and-leaseback model and also expects to transfer the related ground leases (Right of Use and Lease Liabilities). Management believes that the criteria set out under IFRS 5 "Non-current Assets Held for Sale and Discontinued Operations" are met for the fixed assets, right-of-use assets and lease liabilities related to the sites within the scope of the sale to SBA. Consequently, as of December 31, 2024 those assets and liabilities of our operations in Nicaragua were classified as held for sale See note H..
F. Other assets and liabilities
F.1. Trade receivables
Millicom’s trade receivables mainly comprise interconnect receivables from other operators, postpaid mobile and residential cable subscribers, as well as B2B customers. The nominal value of receivables adjusted for impairment approximates the fair value of trade receivables.
2024 2023
(US$ millions)
Gross trade receivables 800  851 
Less: provisions for expected credit losses (411) (408)
Trade receivables, net 390  443 

Aging of trade receivables
Neither past due nor impaired Past due (net of impairments)
30–90 days >90 days Total
(US$ millions)
2024:
Telecom operators 8  8  10  26 
Own customers 214  47  42  303 
Others 29  9  22  61 
Total
 252  64  74  390 
2023:
Telecom operators 19  5  4  28 
Own customers 263  49  51  364 
Others 37  7  8  52 
Total
 319  61  63  443 
Trade receivables are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method, less provision for expected credit losses. The Group recognizes an allowance for expected credit losses (ECLs) applying a simplified approach in calculating the ECLs. Therefore, the Group does not track changes in credit risk, but instead recognizes a loss allowance based on lifetime of ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. The provision for expected credit losses is recognized in the consolidated statement of income within 'Equipment, programming and other direct costs'.

F-76
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg

F.2. Inventories
Inventories are stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method. Net realizable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.
Inventories
2024 2023
(US$ millions)
Telephone and equipment 32  27 
SIM cards 2  4 
Other 9  14 
Inventory at December 31, 44  45 

F.3. Trade payables
Trade payables are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method where the effect of the passage of time is material.
From time to time, the Group enters into agreements to extend payment terms with various suppliers, and with factoring companies when such payments are discounted. Specifically, in March 2022, Millicom started to implement a supplier financing program with Citibank that as of December 31, 2024 covers five countries (El Salvador, Honduras, Nicaragua, Panama and Paraguay). In this program, Millicom designates Citibank as its paying agent, allowing participating suppliers – who enter into a separate agreement with Citibank – to transfer the rights of the approved invoices to Citibank. Millicom pays to Citibank at the invoices' due date, under the same terms and conditions that were originally agreed with the suppliers. The liabilities related to the invoices included in the program remain classified as trade payables. As of December 31, 2024, the outstanding balance of invoices transferred from suppliers to Citibank is $29 million (2023: $26 million).

F.4. Current and non-current provisions and other liabilities
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, if it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset, but only when the reimbursement is virtually certain.
The expense relating to any provision is presented in the statement of income net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, risks specific to the liability. Where discounting is used, increases in the provision due to the passage of time are recognized as interest expenses.


















F-77
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
F.4.1. Current provisions and other liabilities
Current
2024 2023
(US$ millions)
Deferred revenue 95  96 
Customer deposits 12  12 
Current legal provisions (i) 98  8 
Tax payables 51  72 
Customer and MFS distributor cash balances 38  45 
Withholding tax on payments to third parties 26  22 
Other current liabilities (ii) 102  119 
Total 421  374 
(i) Refer to note G.3.1.
(ii) Includes $20 million (2023: $15 million) of tax risk liabilities not related to income tax.

F.4.2. Non-current provisions and other liabilities
Non-current
2024 2023
(US$ millions)
Non-current legal provisions 6  6 
Long-term portion of asset retirement obligations 159  173 
Long-term portion of deferred income on tower sale and leasebacks recognized 23  31 
Long-term employment obligations 44  51 
Other non-current liabilities 51  68 
Total 283  330 

F.4.3. Non-current payables and accruals for capital expenditure
Non-current payables and accruals for capital expenditure include an amount of $140 million (December 31, 2023: $846 million) in relation to spectrum and license payables in Colombia. The major part of this payable is related to:
1) the acquisition, in December 2019, of licenses granting the right to use a total of 40 MHz in the 700 MHz band in Colombia. This 20-year license will expire in 2040. During the same auction, Tigo Colombia also acquired 55 MHz in the 1900 band and 30 MHz of AWS. Tigo Colombia agreed to a total notional consideration of COP 2.45 billion (equivalent to approximately $615 million at initial date's exchange rate), of which approximately 55% is payable in cash and 45% in coverage obligations to be met by 2025.
An initial payment of approximately $33 million was made in 2020, with the remainder payable in 12 annual installments beginning in 2026 and ending in 2037. The 55% cash portion bears interest at a rate corresponding to the Government Títulos de Tesorería (TES). In April and May 2020, local management received permission to operate 40 Mhz in the 700 MHz band and accounted for the spectrum as an intangible asset at an amount of $388 million corresponding to the net present value of the future payments, plus other costs directly attributable to this acquisition.
As of December 31, 2024, the outstanding payable in relation to these licenses classified as Liabilities Held for Sale amount to $456 million (December 31, 2023: $467 million, classified as non-current payable and accruals for capital expenditure). The related future interest commitments will be recognized in the joint operation as interest expense over the next 17 years. The remaining 45% consideration due as coverage obligations are currently being estimated and will be recognized in the statement of financial position of the joint operation as incurred.
2) in February 2023, the renewal of the spectrum license related to 1900 Mhz band for an additional period of 20 years. The total consideration amounts to COP 1.14 billion (approximately $281 million at initial date's exchange rate). The first payment representing 20% of the total consideration occurred on October 27, 2023.
F-78
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
As of December 31, 2024, the outstanding payable in relation to these licenses classified as Liabilities Held for Sale amount to $239 million, classified as non-current payable and accruals for capital expenditure. The remaining consideration will be paid from the joint operation in annual installments over the next 20 years and bears interest at the moving average of the last 24 months consumer price index (CPI) rate.

F.5. Assets and liabilities related to contract with customers
Contract assets, net
2024 2023
(US$ millions)
Long-term portion 21  21 
Short-term portion 59  65 
Less: provisions for expected credit losses (3) (4)
Total 77  82 

Contract liabilities
2024 2023
(US$ millions)
Long-term portion —  74 
Short-term portion 121  82 
Total 121  156 
The Group recognized revenue for $131 million in 2024 (2023: $84 million) that was included in the contract liability balance at the beginning of the year.
The transaction price allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) as at December 31, 2024 is $90 million ($89 million is expected to be recognized as revenue in the 2025 financial year and the remaining $2 million in the 2026 financial year or later). This amount does not consider contracts that have an original expected duration of one year or less, neither contracts in which consideration from a customer corresponds to the value of the entity’s performance obligation to the customer (i.e. billing corresponds to accounting revenue).

Contract costs, net (i)
FY24 2023
(US$ millions)
Net at January 1 12  10 
Contract costs capitalized 5  5 
Amortization of contract costs (5) (4)
Net at December 31 12  12 
(i)    Incremental costs of obtaining a contract are expensed when incurred if the amortization period of the asset that Millicom otherwise would have recognized is one year or less.






F-79
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
G. Additional disclosure items
G.1. Fees to auditors
2024 2023 2022
KPMG
 Ernst & Young
(US$ millions)
Audit fees 4.4  5.6  5.1 
Audit related fees —  0.8  1.3 
Tax fees 0.1  0.2  0.2 
Other fees 0.1  0.3  0.2 
Total 4.6  6.9  6.8 

G.2. Capital and operational commitments
Millicom has a number of capital and operational commitments to suppliers and service providers in the normal course of its business. These commitments are mainly contracts for acquiring network and other equipment, and leases for towers and other operational equipment.

G.2.1. Capital commitments
At December 31, 2024, the Group had fixed commitments to purchase network equipment, other fixed assets and intangible assets of $285 million of which $215 million are due within one year (December 31, 2023: $350 million of which $254 million were due within one year). The Group’s share of commitments in the Honduras joint venture is $19 million, of which $19 million are due within one year (December 31, 2023: $18 million, all of which were due within one year). Additionally, the Group's share of commitments in the UNIRED joint operation (see note A.2.2.) is $6 million.
G.3. Contingent liabilities
G.3.1. Litigation and legal risks
The Group is contingently liable with respect to lawsuits, legal, regulatory, commercial and other legal risks that arise in the normal course of business. As of December 31, 2024, the total amount of claims brought against the Company and its subsidiaries is $209 million, after the updates on the Costa Rica case described below and the final settlement case reached for our former operation in Tanzania, as mentioned in Note A.1.3. (December 31, 2023: $328 million). The Group's share of the comparable exposure for its joint venture in Honduras is $8 million (December 31, 2023: $9 million).
As at December 31, 2024, $104 million has been provisioned by its subsidiaries for these risks in the consolidated statement of financial position, including the Costa Rica case described in the below paragraph (December 31, 2023: $14 million). The Group’s share of provisions made by the joint venture in Honduras was $1 million (December 31, 2023: $1 million). While it is not possible to ascertain the ultimate legal and financial liability with respect to these claims and risks, the ultimate outcome is not anticipated to have a material effect on the Group’s financial position and results of operations.
On February 13, 2024, the New York Supreme Court granted summary judgment in favor of a breach of contract claim filed by Telefónica after Millicom terminated the acquisition of Telefónica's Costa Rican business in 2020. The Court also ruled in favor of Telefónica's methodology for calculating prejudgment interest. On December 17, 2024, the First Department of the New York Appellate Division upheld the trial court's ruling against Millicom regarding breach of contract but reversed the trial court's ruling regarding the calculation of damages and adopted Millicom's methodology for calculation. As a result, in December 2024, Millicom recorded a legal provision of approximately $88 million impacting the Non-Operating Expenses, net line in the Statement of Income for the year ended December 31, 2024.
In April 2022, we received a subpoena from the DOJ requesting information concerning our business in Guatemala (“Tigo Guatemala”), including information related to the purchase in 2021 of our former joint venture partner’s interest in Tigo Guatemala and information related to any contacts with certain Guatemalan government officials. The subpoena also requested information concerning our operations in other countries in Latin America. In May 2023, we received a second subpoena from the DOJ requesting additional information regarding Tigo Guatemala. We are cooperating with the DOJ. At this time, we cannot predict the ultimate scope, timing or outcome of this matter.
F-80
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
Other
At December 31, 2024, Millicom has various other less significant claims which are not disclosed separately in these consolidated financial statements because they are either not material or the related risk is remote.

G.3.2. Tax related risks and uncertain tax position
The Group operates in developing countries where the tax systems, regulations and enforcement processes have varying stages of development creating uncertainty regarding the application of the tax law and interpretation of tax treatments. The Group is also subject to regular tax audits in the countries where it operates. When there is uncertainty over whether the taxation authority will accept a specific tax treatment under the local tax law, that tax treatment is therefore uncertain. The resolution of tax positions taken by the Group, through negotiations with relevant tax authorities or through litigation, can take several years to complete and, in some cases, it is difficult to predict the ultimate outcome. Therefore, judgment is required to determine liabilities for taxes.
In assessing whether and how an uncertain tax treatment affects the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates, the Group assumes that a taxation authority with the right to examine amounts reported to it will examine those amounts and have full knowledge of all relevant information when making those examinations.
The Group has a process in place, and applies significant judgment, in identifying uncertainties over income tax treatments. Management considers whether or not it is probable that a taxation authority will accept an uncertain tax treatment. On that basis, the identified risks are split into three categories (i) remote risks (risk of outflow of tax payments are up to 5%), (ii) possible risks (risk of outflow of tax payments assessed from 5% to 50%) and probable risks (risk of outflow is more than 50%). The process is repeated every quarter by the Group.
If the Group concludes that it is probable or certain that the taxation authority will accept the tax treatment, the risks are categorized either as possible or remote, and it determines the taxable profit (tax loss), tax bases, unused tax losses, unused tax credits or tax rates consistently with the tax treatment used or planned to be used in its income tax filings. The risks considered as possible are not provisioned but disclosed as tax contingencies in the Group consolidated financial statements while remote risks are neither provisioned nor disclosed.
If the Group concludes that it is probable that the taxation authority will not accept the Group’s interpretation of the uncertain tax treatment, the risks are categorized as probable, and are presented to reflect the effect of uncertainty in determining the related taxable profit (tax loss), tax bases, unused tax losses, unused tax credits or tax rates by generally using the most likely amount method – the single most likely amount in a range of possible outcomes.
If an uncertain tax treatment affects both deferred tax and current tax, the Group makes consistent estimates and judgments for both. For example, an uncertain tax treatment may affect both taxable profits used to determine the current tax and tax bases used to determine deferred tax.
If facts and circumstances change, the Group reassesses the judgments and estimates regarding the uncertain tax position taken.
At December 31, 2024, the tax risks exposure of the Group's subsidiaries is estimated at $304 million, for which provisions of $54 million have been recorded in tax liabilities; representing management's assessment of the probable cash outflow of eventual claims and required payments related to those risks (December 31, 2023: $279 million of which provisions of $52 million were recorded). The Group's share of comparable tax exposure and provisions in its joint venture amounts to $134 million (December 31, 2023: $118 million) and $8 million (December 31, 2023: $7 million), respectively.

G.4. Non-cash investing and financing activities
Non-cash investing and financing activities from continuing operations
Note 2024 2023 2022
(US$ millions)
Investing activities
Acquisition of property, plant and equipment E.2.2. (40) 121  (23)
Acquisition of lease right of use assets obtained in exchange of lease liabilities E.3. 126  63  127 
Asset retirement obligations E.2.2. 27  30  18 
Financing activities
Share based compensation B.4.1. 50  52  29 

F-81
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
G.5. Related party balances and transactions
The Group’s significant related parties are:
▪Xavier Niel, his subsidiaries and joint ventures, as well as his close family members.
•    EPM and subsidiaries (EPM), the non-controlling shareholder in our Colombian operations (see notes A.1.4. and C.7.4.);
Xavier Niel
Xavier Niel has significant expertise in the telecoms sector with a 30 year track record of innovation in the sector. He is the owner of the Iliad group, a leading telecoms provider present in France, Italy and Poland, as well as NJJ Holding, an investor in telecoms assets including in Switzerland and Ireland.
Xavier Niel has de facto control over Millicom, as holding, directly or indirectly (through Iliad group, Atlas Investissement and Atlas Luxco S.à.r.l. ultimately controlled by him) approximately 40.4% of Millicom's shareholding and voting rights as of December 31, 2024. Additionally, Xavier Niel has as of December 31, 2024 representation in Millicom’s Board of Directors with the appointment of three (out of eight) non-Executive directors.
Empresas Públicas de Medellín (EPM)
EPM is a state-owned, industrial and commercial enterprise, owned by the municipality of Medellin, and provides electricity, gas, water, sanitation, and telecommunications. EPM owns 50% of our operations in Colombia. Transactions with EPM represent mainly purchases in the form of leases.
The Group had the following transactions with related parties:
Expenses 2024 2023 2022
(US$ millions)
Purchases of goods and services from EPM (47) (45) (45)
Atlas Group (4) —  — 
Other expenses (10) (10) (18)
Total (61) (55) (63)
Income and gains
 2024 2023 2022
(US$ millions)
Sale of goods and services to EPM 14  12  11 
Atlas Group —  —  — 
Other revenue 1  —  1 
Total 15  12  11 
The Group had the following balances with related parties:
December 31
2024 2023
Liabilities
(US$ millions)
Payables to Honduras joint venture(ii) 133  68 
Payables to EPM 32  33 
Payable to Atlas Group 2  — 
Other accounts payable 2  2 
Total 170  103 
(ii)    Mainly dividends.

F-82
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
December 31
2024 2023
Assets
(US$ millions)
Receivables from EPM 3  2 
Receivables from Honduras joint venture 12  9 
Total 15  12 

G.6. Colombia Unrestricted Subsidiaries
On August 28, 2023, Millicom designated Tigo-UNE, Colombia Móvil S.A. E.S.P., Edatel S.A. E.S.P., Orbitel Servicios Internacionales S.A.S., Cinco Telecom Corp., Inversiones Telco S.A.S. and Emtelco S.A.S. (collectively, the “Colombia Unrestricted Subsidiaries”), which are the entities constituting its Colombian operations as “Unrestricted Subsidiaries” under the 4.500% Notes, the 6.625% Notes, the 5.125% Notes, the 6.250% Notes, the SEK Bond, COP Bond and several of its financing agreements.
The following supplemental consolidating financial information presents selected statement of income and statement of financial position information of Millicom and its Restricted Subsidiaries (as defined under its outstanding credit instruments) separately from such information for Millicom’s Unrestricted Subsidiaries.
Statement of income
$ millions		 Millicom Group
(A) 		Colombia Unrestricted Subsidiaries
(B) 		Intercompany Eliminations
(C)		 Millicom Restricted Group
(A)-(B) net of (C)
Year ended December 31, 2024

Revenue 5,804 1,380 — 4,424
Equipment, programming and other direct costs (1,420) (360) (3) (1,064)
Operating expenses (1,915) (496) 3 (1,416)
Depreciation (916) (230) — (685)
Amortization (319) (67) — (252)
Share of profit in Honduras joint venture 54 — — 54
Other operating income (expenses), net 54 55 — (1)
Operating profit 1,342 283 1 1,060
Net financial expenses (670) (237) 10 (423)
Other non-operating (expenses) income, net (119) (6) — (113)
Profit (loss) from other joint ventures and associates, net — — — —
Profit (loss) before taxes from continuing operations 552 39 11 524
Tax expense (281) (9) — (272)
Profit (loss) from continuing operations 271 30 11 252
Profit (loss) from discontinued operations, net of tax (3) — — (3)
Net profit (loss) for the year 268 30 11 248


F-83
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
Statement of financial position
$ millions		 Millicom Group
(A)		 Colombia Unrestricted Subsidiaries
(B)		 Intercompany Eliminations
(C)		 Millicom Restricted Group
(A)-(B) net of (C)
ASSETS
NON-CURRENT ASSETS
Intangible assets, net 6,908 403 — 6,506
Property, plant and equipment, net 2,847 743 — 2,105
Right of use assets, net 792 126 — 666
Investment in Honduras joint venture 561 — — 561
Contract costs, net 12 — — 12
Deferred tax assets 153 1 — 152
Other non-current assets 84 33 70 121
TOTAL NON-CURRENT ASSETS 11,357 1,305 70 10,123
CURRENT ASSETS
Inventories 44 7 — 37
Trade receivables, net 390 109 — 280
Contract assets, net 77 4 — 73
Amounts due from non-controlling interests, associates and joint ventures 15 5 — 10
Prepayments and accrued income 182 22 — 159
Current income tax assets 109 58 — 51
Supplier advances for capital expenditure 16 — — 16
Other current assets 166 66 43 143
Restricted cash 57 2 — 55
Cash and cash equivalents 699 33 — 667
TOTAL CURRENT ASSETS 1,753 306 43 1,490
Assets held for sale 627 613 — 13
TOTAL ASSETS 13,737 2,224 113 11,626
F-84
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
Statement of financial position
$ millions		 Millicom Group
(A)		 Colombia Unrestricted Subsidiaries
(B)		 Intercompany Eliminations
(C)		 Millicom Restricted Group
(A)-(B) net of (C)
EQUITY
Share capital and premium 1,322 — — 1,322
Treasury shares (43) — — (43)
Other reserves (531) (390) — (142)
Retained profits 2,628 477 111 2,262
Net profit/ (loss) for the period/year attributable to owners of the Company 253 15 — 238
Equity attributable to owners of the Company 3,628 102 111 3,637
Non-controlling interests (54) (55) — 1
TOTAL EQUITY 3,574 47 111 3,637
LIABILITIES
NON-CURRENT LIABILITIES
Debt and financing 5,533 433 — 5,100
Lease liabilities 798 226 — 572
Derivative financial instruments 59 — — 59
Amounts due to non-controlling interests, associates and joint ventures 34 70 — (36)
Payables and accruals for capital expenditure 194 140 — 53
Other non-current liabilities - Total 283 122 — 161
Deferred tax liabilities 149 2 — 147
TOTAL NON-CURRENT LIABILITIES 7,050 994 — 6,055
Debt and financing 282 31 — 251
Lease liabilities 156 65 — 91
Payables and accruals for capital expenditure 305 77 — 228
Other trade payables 300 84 — 216
Amounts due to non-controlling interests, associates and joint ventures 105 46 — 59
Accrued interest and other expenses 421 70 — 351
Current income tax liabilities 122 — — 122
Contract liabilities 121 4 — 117
Dividend payable 172 — — 172
Provisions and other current liabilities 421 106 2 317
TOTAL CURRENT LIABILITIES 2,404 483 2 1,923
Liabilities directly associated with assets held for sale 709 699 — 10
TOTAL LIABILITIES 10,163 2,177 2 7,989
TOTAL EQUITY AND LIABILITIES 13,737 2,224 113 11,626
F-85
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024, 2023 and 2022
Painter Final Correction (MIC Logo).jpg
H. Subsequent Events
New shareholder remuneration policy
On January 14, 2025, Millicom announced that the Company’s Board of Directors (the “Board”) has approved a new shareholder remuneration policy under which it proposes to resume regular cash dividends; sustain or grow cash dividends every year; and maintain a prudent capital structure.
Following the interim dividend of $1.00/share paid on 10 January, 2025 the Board approved, on 26 February, 2025 an additional interim dividend, of $0.75/share to be paid in April 2025. The Board also announced its intention to propose for the approval of the Annual General Meeting of its shareholders to be held in Luxembourg on May 21, 2025, a dividend of $3.00 per share payable in four equal quarterly installments:: 0.75/share in July, 2025; $0.75/share in October, 2025: $0.75/share in January, 2026 and; $0.75/share in April, 2026.
Share Repurchases
As part of the repurchase program launched during Q4 2024, Millicom has continued to repurchase shares during 1Q 2025, acquiring an additional of 4,216,397 shares for a total amount of approximately $119 million, completing the mentioned Share Repurchase Plan for a total of approximately $150 million.
Colombia - Definitive purchase agreement with Telefonica
Pursuant to the announcement on July 31, 2024, Millicom and Telefonica, on March 12, 2025, have entered into a definitive agreement for the acquisition by Millicom of Telefonica’s controlling 67.5% equity stake in Coltel, subject to closing conditions including regulatory approvals. Millicom has also agreed to offer to purchase the remaining 32.5% of Coltel equity owned by La Nación and other investors at the same purchase price per share offered to Telefonica. In line with the prior announcement, the purchase price of $400 million is subject to customary adjustments for net debt evolution, working capital and changes in foreign exchange rates, and as of September 30, 2024, would be $362 million.
Nicaragua - Sale of other assets to SBA
As part of the other assets portfolio sell within the 'sale of Lati International S.A and other assets to SBA' agreement dated on October 28, 2024 and further detailed in Note E.4.2.., Tigo Nicaragua transferred 321 towers to SBA for a total consideration of approximately $49 million.
Panama - Spectrum acquisition
On March 19, 2025, Grupo de Comunicaciones Digitales, S.A. was awarded an additional 10 MHz spectrum in the 1900 MHz band for approximately $7 million.


F-86
EX-1.1 2 mic_aoa.htm EX-1.1 mic_aoa
- 1 - MILLICOM INTERNATIONAL CELLULAR S.A. Société anonyme Siège social : 2, rue du Fort Bourbon, L-1249 Luxembourg R.C.S. Luxembourg : B40630 CONSOLIDATED ARTICLES OF ASSOCIATION as at May 23th, 2024 STATUTS COORDONNES à la date du 23 mai 2024 - CONSTITUTION du 16 juin 1992, suivant acte reçu par Maître Joseph KERSCHEN, alors notaire de résidence à Luxembourg-Eich, publié au Mémorial C, Recueil des sociétés et associations, numéro 395 du 11 septembre 1992 ; et les statuts ont été modifiés à plusieurs reprises par: - Maître Danielle KOLBACH, notaire alors de résidence à Redange-sur-Attert (Grand-Duché de Luxembourg), en date du 04 mai 2018, publié au « RESA », Recueil Electronique des Sociétés et Associations du 22 mai 2018 sous le numéro RESA_2018_112.337 ; - Maître Danielle KOLBACH, notaire de résidence à Junglinster (Grand-Duché de Luxembourg) : - en date du 07 janvier 2019, publié au RESA, du 06 février 2019 sous le numéro RESA_2019_031.511 ; - en date du 28 février 2022, publié au RESA, du 29 mars 2022 sous le numéro RESA_2022_067.569 ; - en date du 17 juin 2022, publié au RESA, du 1er juillet 2022 sous le numéro RESA_2022_137.789 ; - en date du 28 juin 2022, publié au RESA, du 13 juillet 2022 sous le numéro RESA_2022_145.1369 ; et - en date du 23 mai 2024, publié au RESA, du 06 juin 2024 sou el numéro RESA_2024_126.861. Registre de Commerce et des Sociétés Numéro RCS : B40630 Référence de dépôt : L240104696 Déposé et enregistré le 05/06/2024

 
- 2 - CHAPTER I. FORM, NAME, REGISTERED OFFICE, OBJECT, DURATION Article 1. Form, Name. There is hereby established among the subscribers and all those who may become owners of the shares hereafter created the Company in the form of a public limited liability company (société anonyme) which will be governed by the laws of the Grand Duchy of Luxembourg (“Luxembourg”), notably the Luxembourg law of 10 August 1915 on commercial companies, as amended (the “Law”), article 1832 of the Luxembourg Civil Code, as amended, and the present articles of association (the “Articles”). The Company will exist under the name of “MILLICOM INTERNATIONAL CELLULAR S.A.”. Article 2. Registered Office. The Company will have its registered office in Luxembourg-City. The registered office of the Company may be transferred to any other place within Luxembourg by a resolution of the board of directors of the Company (the “Board”, its members being the “Director(s)”). In the event the Board determine that extraordinary political, economic or social developments have occurred or are imminent that would interfere with the normal activities of the Company at its registered office or with the ease of communications with such office or between such office and persons abroad, the registered office may be temporarily transferred abroad until the complete cessation of the abnormal circumstances. Such temporary measures will have no effect on the nationality of the Company, which, notwithstanding the temporary transfer of the registered office, will remain a Luxembourg company. Such temporary measures will be taken and notified to any interested parties by one of the bodies or persons entrusted with the daily management of the Company. Article 3. Purposes. The Company's purpose is to engage in all transactions pertaining directly or indirectly to the acquisition and holding of participating interests, in any form whatsoever, in any Luxembourg or foreign business enterprise, including but not limited to, the administration, management, control and development of any such enterprise. The Company may, in connection with the foregoing purposes, (i) acquire or sell by way of subscription, purchase, exchange or in any other manner any equity or debt securities or other financial instruments representing ownership rights, claims or assets issued by, or offered or sold to, any public or private issuer, (ii) issue any debt instruments exercise any rights attached to the foregoing securities or financial instruments, and (iii) grant any type of direct or indirect assistance, in any form, to or for the benefit of subsidiaries, affiliates or other companies in which it holds a participation directly or indirectly, including but not limited to loans, guarantees, credit facilities, technical assistance. In a general fashion the Company may carry out any commercial, industrial or financial operation and engage in such other activities as the Company deems necessary, advisable, convenient, incidental to, or not inconsistent with, the accomplishment and development of the foregoing. Article 4. Duration. The Company is formed for an unlimited duration.

 
- 3 - CHAPTER II.- CAPITAL, SHARES. Article 5. Corporate Capital. The Company has an authorized capital of three hundred million United States dollars (USD 300,000,000) divided into two hundred million (200,000,000) shares with a par value of one United States dollar fifty cents (USD 1.50) each. The Company has an issued capital of two hundred fifty-eight million one hundred forty-four thousand four hundred fifty-seven United States dollars and fifty cents (USD 258,144,457.50) represented by one hundred seventy-two million ninety-six thousand three hundred and five (172,096,305) shares with a par value of one United States dollar and fifty cents (USD 1.50) each, fully paid-in. The authorized capital of the Company may be increased or reduced by a resolution of the shareholders of the Company (the “Shareholder(s)”) adopted in the manner required by the Law for amendment of these Articles. The Board is authorized and empowered to: (i) realize any increase of the issued capital within the limits of the authorized capital in one or several successive tranches, by issuing of new shares, against payment in cash or in kind, by conversion of claims, integration of distributable reserves or premium reserves, or in any other manner; (ii) determine the place and date of the issue or the successive issues, the issue price, the terms and conditions of the subscription of and paying up on the new shares; and (iii) remove or limit the preferential subscription right of the Shareholders in case of issue of shares against payment in cash to a maximum of new shares representing 5% of the then outstanding shares (including shares held in treasury by the Company itself). This authorization is valid until 4 May 2023, and it may be renewed by an extraordinary general meeting of the Shareholders for those shares of the authorized corporate capital which up to then will not have been issued by the Board. Following each increase of the corporate capital realized and duly stated in the form provided for by the Law, the first paragraph of this article 5 will be modified so as to reflect the actual increase; such modification will be recorded in authentic form by the Board or by any person duly authorized and empowered by it for this purpose. Article 6. Shares. The shares will be in the form of registered shares. The Company's shares may be held in electronic format in accordance with the requirements of the stock exchanges on which the Company's shares may be listed from time to time or may be represented by physical share certificates. Every holder of shares shall be entitled, without payment, to receive one registered certificate for all such shares or to receive several certificates for one or more of such shares upon payment for every certificate after the first of such reasonable out-of-pocket expenses as the Board may from time to time determine. A registered holder who has transferred part of the shares comprised in his registered holding shall be entitled to a certificate for the balance without charge.

 
- 4 - Share certificates shall be signed by two Directors. But such signatures may be either manual, or printed, or by facsimile. The Company may issue temporary share certificates in such form as the Board may from time to time determine. Shares of the Company shall be registered in the register of the Shareholders which shall be kept by the Company or by one or more persons designated therefor by the Company; such register shall contain the name of each holder, his residence or elected domicile and the number of shares held by him. Every transfer and devolution of a share shall be entered in the register of the Shareholders. The shares shall be freely transferable. Transfer of shares shall be effected by delivering the certificate or certificates representing the same to the Company along with an instrument of transfer satisfactory to the Company or by written declaration of transfer inscribed in the register of the Shareholders, dated and signed by the transferor, or by persons holding suitable powers of attorney to act therefore. Every Shareholder must provide the Company with an address to which all notices and announcements from the Company may be sent. Such address will also be entered in the register of the Shareholders. In the event that such Shareholder does not provide such an address, the Company may permit a notice to this effect to be entered in the register of the Shareholders and the Shareholder's address will be deemed to be at the registered office of the Company, or such other address as may be so entered by the Company from time to time, until another address shall be provided to the Company by such Shareholder. The Shareholder may, at any time, change his address as entered in the register of the Shareholders by means of a written notification to the Company at its registered office or at such other address as may be set by the Company from time to time and notice thereof given to the Shareholders. The Company will recognise only one holder of a share of the Company. In the event of joint ownership, the Company may suspend the exercise of any right deriving from the relevant share until one person shall have been designated to represent the joint owners vis-a-vis the Company. If any shareholder can prove to the satisfaction of the Company that his share certificate has been mislaid, lost, stolen or destroyed, then, at his request, a duplicate certificate may be issued under such conditions as the Company may determine subject to applicable provisions of the Law. Mutilated share certificates may be exchanged for new ones on the request of any shareholder. The mutilated certificates shall be delivered to the Company and shall be annulled immediately. The Company may repurchase its shares of common stock using a method approved by the Board of the Company in accordance with the Law and the rules of the stock exchange(s) on which the Company's common stock may be listed from time to time. As required by the Luxembourg law on transparency obligations of 11 January 2008 (the “Transparency Law”), any person who acquires or disposes of shares in the Company's capital must notify the Company's Board of the proportion of shares held by the relevant person as a result of the acquisition or disposal, where that proportion reaches, exceeds or falls below the thresholds referred to in the Transparency Law. As per the Transparency Law, the above also applies to the mere entitlement to acquire or to dispose of, or to

 
- 5 - exercise, voting rights in any of the cases referred to in the Transparency Law. As per this article, the requirements of the Transparency Law also apply where the mentioned proportion reaches, exceeds or falls below a threshold of 5%. The penalties provided for in article 28 of the Transparency Law apply to any breach of the above-mentioned obligation, including with respect to the 5% threshold. CHAPTER III.- BOARD, STATUTORY AUDITORS. Article 7. Board. The Company will be administered by a Board composed of at least 6 (six) members. Members of the Board need not be shareholders of the Company. The Directors, and the chair of the Board (the “Chair”), will be elected by the general meeting of shareholders (“General Meeting”), which will determine their number, for a period not exceeding 6 (six) years, and they will hold office until their successors are elected. Where a legal person is appointed as a director (the “Legal Entity”), the Legal Entity must designate a natural person as permanent representative (représentant permanent) who will represent the Legal Entity as a member of the Board in accordance with article 441-3 of the Law. In the event of a vacancy on the Board, the remaining Directors may meet and may elect by majority vote a director to fill such vacancy until the next General Meeting. In proposing persons to be elected as Directors at the General Meeting, the Company shall comply with the nomination committee rules of the Swedish Code of Corporate Governance, so long as such compliance does not conflict with applicable mandatory law or regulation or the mandatory rules of any stock exchange on which the Company’s shares are listed. In the event that the Company does not comply with the nomination committee rules of the Swedish Code of Corporate Governance and a committee of the Board is established to propose persons to be elected as Directors at the General Meeting, any Shareholder holding at least 20% of the issued and outstanding shares of the Company, excluding treasury shares, shall have the right to designate: 1. one of the then-serving Directors to be a member of such committee, so long as such designation and the Director so designated meet the requirements of any applicable mandatory law or regulation or the mandatory rules of any stock exchange on which the Company’s shares are listed, and 2. one person, who may or may not be a Director, to attend any meeting of such committee as an observer, without the right to vote at such meeting, so long as such attendance does not conflict with applicable mandatory law or regulation or the mandatory rules of any stock exchange on which the Company’s shares are listed. Any designation made pursuant to the provisions of the immediately preceding paragraph shall lapse upon such designating Shareholder holding less than 20% of the issued and outstanding shares of the Company, excluding treasury shares. Article 8. Meetings of the Board. The Board may choose a secretary, who need not be a director, and who shall be responsible for keeping minutes of the meetings of the Board and of the resolutions passed at the General Meeting. The Board will meet upon call by the Chair. A meeting of the board must be convened if any two Directors so require.

 
- 6 - The Chair shall preside at all meetings of the Board of the Company, except that in his absence the Board may elect by a simple majority of the Directors present another Director or a duly qualified third party as Chair of the relevant meeting. Except in cases of urgency or with the prior consent of all those entitled to attend, at least 3 (three) days' written notice of board meetings shall be given. Any such notice shall specify the time and place of the meeting and the nature of the business to be transacted. No such written notice is required if all the members of the Board are present or represented during the meeting and if they state to have been duly informed, and to have had full knowledge of the agenda of the meeting. The written notice may be waived by the consent in writings, whether in original, by telefax, or e-mail to which an electronic signature (which is valid under the Law) is affixed, of each member of the Board. Separate written notice shall not be required for meetings that are held at times and places determined in a schedule previously adopted by resolution of the Board. Every Board meeting shall be held in Luxembourg or at such other place as the Board may from time to time determine. Any member of the Board may act at any meeting of the Board by appointing in writing, whether in original, by telefax, or e-mail to which an electronic signature (which is valid under the Law) is affixed, another Director as his or her proxy. A quorum of the Board shall be the presence of 4 (four) of the Directors holding office. Decisions will be taken by the affirmative votes of a simple majority of the Directors present or represented. The Chair does not have a casting vote in the event of tie. Notwithstanding the foregoing, a resolution of the Board may also be passed in writing, in case of urgency or where other exceptional circumstances so require. Such resolution shall be unanimously approved by the Directors and shall consist of one or several documents containing the resolutions either (i) signed manually or electronically by means of an electronic signature which is valid under Luxembourg law or (ii) agreed upon via a consent in writing by e-mail to which an electronic signature (which is valid under Luxembourg law) is affixed. The date of such a resolution shall be the date of the last signature or, if applicable, the last consent. Any Director may participate in a meeting of the Board by conference call, video conference or similar means of communication equipment whereby (i) the Directors attending the meeting can be identified, (ii) all persons participating in the meeting can hear and speak to each other, (iii) the transmission of the meeting is performed on an on-going basis and (iv) the directors can properly deliberate, and participating in a meeting by such means shall constitute presence in person at such meeting. A meeting of the Board held by such means of communication will be deemed to be held in Luxembourg. Article 9. Minutes of meetings of the Board. The minutes of any meeting of the Board will be signed by the Chair of the meeting. Any proxies will remain attached thereto. Copies or extracts of such minutes of board meetings or written resolutions passed by the Board which may

 
- 7 - be produced in judicial proceedings or otherwise will be executed by the Chair, any Chair of the relevant meeting of the Board or any two members of the Board. Article 10. Powers of the Board. The Board is vested with the broadest powers to perform all acts necessary or useful for accomplishing the corporate object of the Company. All powers not expressly reserved by the Law or by the present Articles to the General Meeting are in the competence of the Board. Article 11. Delegation of Powers. The Board may delegate the daily management of the Company and the representation of the Company within such daily management to one or more Directors, officers, executives, employees or other persons who may but need not be Shareholders, or delegate special powers or proxies, or entrust determined permanent or temporary functions to persons or agents chosen by it. Article 12. Directors' Remuneration. Each of the Directors will be entitled to fees for acting as such at such rate as may from time to time be determined by resolution of the General Meeting. Any Director to whom is delegated daily management or who otherwise hold executive office will also be entitled to receive such remuneration (whether by way of salary, participation in profits or otherwise and including pension salary and including pension contributions) as the Board may from time to time decide. Article 13. Conflict of Interests. No contract or other transaction between the Company and any other person shall be affected or invalidated by the fact that any director, officer or employee of the Company has a personal interest in, or is a Director, officer or employee of such other person, except that (x) such contract or transaction shall be negotiated on an arms' length basis on terms no less favourable to the Company than could have been obtained from an unrelated third party and, in the case of a director, the director shall abstain from voting on any matters that pertain to such contract or transaction at any meeting of the Board of the Company, and (y) any such personal interest shall be fully disclosed to the Company by the relevant director, officer or employee. In the event that any director or officer of the Company may have any personal interest in any transaction of the Company, he shall make known to the board such personal interest and shall not consider or vote on any such transaction, and such transaction and such director's or officer's interest therein shall be reported to the next General Meeting. Article 14. Indemnification. The Company shall indemnify any director or officer and his/her heirs, executors and administrators for any damages, compensations and costs to be paid by him/her and any expenses reasonably incurred by him/her as a consequence of, or in connection with any action, suit or proceeding to which he/she may be a party by reason of him/her being or having been a director or officer of the Company, or, at the request of the Company, of any other company of which the Company is a shareholder or creditor, except in relation to matters as to which he/she shall be finally judged in such action, suit or proceeding to be liable for gross negligence or wilful misconduct; in the event of a settlement, indemnification shall be provided only in

 
- 8 - connection with such matters covered by the settlement as to which the Company is advised by its legal counsel that the person to be indemnified did not commit such breach of duty. The foregoing right of indemnification shall not exclude other rights to which he/she may be entitled. The indemnification by the Company shall include the right of the Company to pay or reimburse a defendant's reasonable legal costs before any proceeding or investigation against the defendant shall have resulted in a final judgment, settlement or conclusion, provided the Company's Directors shall have determined in good faith that the defendant's actions did not constitute wilful and deliberate violations of the Law and shall have obtained the relevant legal advice to that effect. Article 15. Representation of the Company. The Company will be bound towards third parties by the joint signatures of any two Directors or by the individual signature of the person to whom the daily management of the Company has been delegated, within such daily management, or by the joint signatures or single signature of any persons to whom such signatory power has been delegated by the board, but only within the limits of such power. Article 16. Auditors. The supervision of the operations of the Company is entrusted to one or more auditors who need not be Shareholders. The auditors will be elected by the General Meeting by a simple majority of the votes present or represented at such General Meeting, which will determine their number, for a period not exceeding (6) six years. They will hold office until their successors are elected. They are re-eligible, but they may be removed at any time, with or without cause, by a resolution adopted by a simple majority of the Shareholders present or represented at the General Meeting. CHAPTER IV.- MEETINGS OF SHAREHOLDERS. Article 17. Powers of the General Meeting. Any regularly constituted General Meeting of the Company represents the entire body of the Shareholders. It has the powers conferred upon it by the Law. Article 18. The Board will determine in the convening notice the formalities to be observed by each Shareholder for admission to a General Meeting. Article 19. Annual General Meeting. The annual General Meeting will be held in Luxembourg within six (6) months as of close of the relevant financial year, at the registered office of the Company or at such other place in Luxembourg as may be specified in the notice convening the annual General Meeting. The chair of the annual General Meeting shall be elected by the Shareholders. Article 20. Other General Meetings. Such General Meetings must be convened by the Board of the Company if the Shareholders representing at least ten percent (10%) of the Company's issued share capital so require. Article 21. Procedure, Vote.

 
- 9 - The Shareholders will meet upon call by the Board or the auditor or the auditors made in the forms provided for by the Law. The notice will contain the agenda of the General Meeting. If all the Shareholders are present or represented at the General Meeting and if they state that they have been informed of the agenda of the General Meeting, the General Meeting may be held without prior notice. A Shareholder may act at any General Meeting by appointing another person who need not be a Shareholder as its proxy in writing whether in original, by telefax, or e-mail to which an electronic signature (which is valid under the Law) is affixed. The Shareholders may vote in writing (by way of voting bulletins) on resolutions submitted to the General Meeting provided that the written voting bulletins include (i) the last name, first name, address and the signature of the relevant Shareholder, (ii) the indication of the shares for which the shareholder will exercise such right, (iii) the agenda as set forth in the convening notice and (iv) the voting instructions (approval, refusal, abstention) for each point of the agenda. In order to be taken into account, the original or electronic copy of the voting bulletins must be received by the Company within the time period set by the Company's Board, or, absent any time period set by the Board, at least 72 (seventy-two) hours before the relevant General Meeting. The Board may authorise and arrange for the Shareholders to exercise, in accordance with article 6 of the law of 24 May 2011 on shareholders' rights in listed companies, their voting rights and participate in a General Meeting by electronic means, ensuring, notably, any some or all of the following forms of participation: a) a real-time transmission of the Shareholders' General Meeting; b) a real-time two-way communication enabling Shareholders to address the General Meeting from a remote location; and c) a mechanism for casting votes, whether before or during the General Meeting, without the need to appoint a proxy who is physically present at the General Meeting. Any Shareholder who participates in a General Meeting through such means shall be deemed to be present at the place of the General Meeting for the purposes of the quorum and majority requirements. The use of electronic means allowing the Shareholders to take part in the General Meeting may be subject only to such requirements as are necessary to ensure the identification of the Shareholders and the security of the electronic communication, and only to the extent that they are proportionate to achieving that objective. The Board may determine the electronic means referred to above in this Article 21 para. 5 and all other conditions that must be fulfilled in order to take part in the General Meeting in accordance with Luxembourg law. The Shareholders shall be entitled at each General Meeting to one vote for every share. No quorum is required for the General Meeting and resolutions are adopted at such General Meeting by a simple majority of the votes cast. Unless otherwise required under the Law, an extraordinary General Meeting convened to amend any provisions of the Articles or the withdrawal of the Company's shares from public listing in going-private transaction, shall not validly deliberate unless at least one half of the share

 
- 10 - capital is represented and the agenda indicates the proposed amendments to the Articles. If the first of these conditions is not satisfied, a second extraordinary General Meeting may be convened, in the manner prescribed by the Articles or by the Law. The second extraordinary General Meeting shall validly deliberate regardless of the proportion of capital represented. At both extraordinary General Meetings, resolutions, in order to be adopted, must be adopted by a two-third majority of the votes cast. Copies or extract of the minutes of the General Meetings to be produced in court will be signed by the Chair or by any two Directors. CHAPTER V. FINANCIAL YEAR, DISTRIBUTION OF PROFITS Article 22. Financial Year. The Company's financial year begins on the first day of January and ends on the last day of December in every year, except that the first financial year will begin on the date of formation of the Company and will end on the last day of December 1992. The Board shall prepare annual accounts in accordance with the requirements of the Law and accounting practice. Article 23. Appropriation of Profits. From the annual net profits of the Company, five per cent (5%) shall be allocated to the reserve required by the Law. That allocation will cease to be required as soon and for as long as such reserve amounts to ten per cent (10%) of the aggregate par value of the issued capital of the Company. Upon recommendation of the Board, the General Meeting determines how the remainder of the annual net profits will be disposed of. It may decide to allocate the whole or part of the remainder to a reserve or to a provision reserve, to carry it forward to the next following financial year or to distribute it to the Shareholders as dividend. Subject to the conditions fixed by the Law, the Board may pay out an advance payment on dividends. The Board fixes the amount and the date of payment of any such advance payment. Dividends may also be paid out of unappropriated net profits brought forward from prior years. Dividends shall be paid in United States Dollars or by free allotment of shares of the Company or otherwise in specie as the Directors may determine, and may be paid at such times as may be determined by the Board. Payment of dividends shall be made to holders of shares at their addresses in the register of Shareholders. No interest shall be due against the Company on dividends declared but unclaimed. The Shareholders are entitled to share in the profits of the Company pro rata to the paid up par value of their shareholding. CHAPTER VI.- DISSOLUTION, LIQUIDATION. Article 24. Dissolution, Liquidation. The Company may be dissolved by a decision taken in a General Meeting resolving at the same conditions as to a quorum of presence and majority as those imposed by article 20 of the Articles. Should the Company be dissolved, the liquidation will be carried out by one or more liquidators appointed by the General Meeting, which will determine their powers and their compensation. The shares carry a right to a repayment (from the assets available for distribution to the Shareholders) of

 
- 11 - the nominal capital paid up in respect of such shares and the right to share in surplus assets on a winding up of the Company pro rata to the par value paid up on such shares. CHAPTER VII.- APPLICABLE LAW Article 25. Applicable Law. All matters not governed by these Articles shall be determined in accordance with the Law. Suit la version en langue française du texte qui précède : CHAPITRE Ier. - FORME, DENOMINATION, SIEGE, OBJET, DUREE. Article 1. Forme, Dénomination. Il est formé par les présentes entre les souscripteurs et tous ceux qui deviendront propriétaires des actions ci-après créées une société sous forme de société anonyme qui sera régie par les lois du Grand-Duché de Luxembourg (“Luxembourg”), notamment la loi du 10 août 1915 sur les sociétés commerciales, telle que modifiée (la “Loi”), l'article 1832 du Code civil, tel que modifié et les présents statuts (les “Statuts”). La Société adopte la dénomination “MILLICOM INTERNATIONAL CELLULAR S.A.”. Article 2. Siège social. Le siège social de la Société est établi à Luxembourg-ville. Il peut être transféré dans tout autre endroit du Luxembourg par une décision du conseil d'administration (le “Conseil”, ses membres étant les “Administrateurs” et individuellement l'“Administrateur”). Au cas où le Conseil estimerait que des événements extraordinaires d'ordre politique, économique ou social de nature à compromettre l'activité normale au siège social ou la communication aisée avec ce siège ou entre ce siège et l'étranger se sont produits ou sont imminents, il pourra transférer temporairement le siège social à l'étranger jusqu'à cessation complète de ces circonstances anormales. Ces mesures provisoires n'auront aucun effet sur la nationalité de la Société, laquelle, nonobstant ce transfert provisoire du siège, restera luxembourgeoise. Pareilles mesures temporaires seront prises et portées à la connaissance des tiers par l'un des organes exécutifs de la Société ayant qualité de l'engager pour les actes de gestion courante et journalière. Article 3. Objet. L'objet pour lequel la Société est constituée est de s'engager dans toute opération relevant directement ou indirectement de l'acquisition de participations dans toute entreprise commerciale, y compris, mais sans que cette énumération soit limitative, l'administration, la gestion, le contrôle et le développement de toute entreprise, et de s'engager dans toutes autres opérations dans lesquelles une société de droit luxembourgeois peut s'engager. La Société peut, en relation avec l'objet susmentionné, (i) acquérir ou vendre par la souscription, l'achat, l'échange ou tout autre procédé, des actions ou obligations ou tout autre instrument financier représentant des droits de propriété, créances ou actifs émis par, offerts ou vendus au public ou à un émetteur privé, (ii) émettre des instruments de dette et émettre des droits attachés aux actions et obligations mentionnées ci- dessus ou aux instruments financiers, et (iii) accorder tout type d'assistance directe ou indirecte, sous toute

 
- 12 - forme, à ou pour le bénéfice de succursales, filiales, ou tout autre type de société dans lesquelles elle détient directement ou indirectement une participation, y compris de manière non-exhaustive des prêts, garanties, facilités de crédit, assistance technique. D'une manière générale, la Société peut effectuer toutes les opérations commerciales, industrielles ou financières et accomplir toute autre activité qu'elle jugera utiles à l'accomplissement et au développement de son objet social susmentionné. Article 4. Durée. La Société est constituée pour une durée illimitée. CHAPITRE II.- CAPITAL, ACTIONS. Article 5. Capital social. La Société a un capital autorisé de trois cent millions de dollars des Etats-Unis (300.000.000 USD) divisé en deux cent millions (200.000.000) actions d’une valeur nominale d’un dollar des Etats-Unis d’Amérique cinquante cents (1,50 USD) chacune. La Société a un capital social émis de deux cent cinquante-huit millions cent quarante-quatre mille quatre cent cinquante-sept dollars des Etats-Unis et cinquante cents (258.144.457,50 USD) représenté par cent soixante-douze millions quatre-vingt-seize mille trois cent cinq (172.096.305) actions d’une valeur nominale d’un dollar des Etats-Unis d’Amérique cinquante cents (1,50 USD) chacune, entièrement libérées. Le capital autorisé de la Société peut être augmenté ou réduit par décision des actionnaires de la Société (les “Actionnaires”) adoptée de la manière requise par la Loi pour la modification de ces Statuts. Le Conseil est autorisé à et mandaté pour : (i) procéder à toute augmentation du capital émis dans les limites du capital autorisé en une ou plusieurs tranches successives, par émission de nouvelles actions, ayant pour contrepartie le paiement en espèces ou en nature, par la conversion de dettes, l'intégration de réserves distribuables ou de réserves de prime d'émission, ou de toute autre manière ; (ii) fixer le lieu et la date d'émission ou des émissions successives, le prix d'émission, les conditions et modalités de souscription et de libération des actions nouvelles ; et (iii) supprimer ou limiter le droit préférentiel de souscription des Actionnaires en cas d'émission d'actions contre paiement en espèces, jusqu'à un nombre total maximum d'actions nouvelles représentant 5% des actions déjà émises (ce y compris les actions propres détenues par la Société). Cette autorisation est valable jusqu’au 4 mai 2023, et elle pourra être renouvelée par décision de l'assemblée générale extraordinaire des Actionnaires pour les actions du capital social autorisé qui n'auront pas jusqu'alors été émises par le Conseil. À la suite de chaque augmentation de capital réalisée et dûment constatée dans la forme prévue par la Loi, le premier alinéa de cet article 5 sera modifié de manière à refléter l’augmentation ; une telle modification sera constatée par acte notarié par le Conseil ou par toute personne dûment autorisée et mandatée par celui- ci a cette fin. Article 6. Actions.

 
- 13 - Les actions sont sous forme nominative. Les actions de la Société peuvent être détenues sous forme électronique en accord avec les règles des bourses de valeurs sur lesquelles les actions de la Société peuvent être cotées de temps à autre, ou peuvent être représentées par des certificats physiques. Chaque Actionnaire aura le droit de recevoir gratuitement un certificat nominatif représentant ses actions ou de recevoir plusieurs certificats représentant une ou plusieurs de ses actions après paiement, pour chaque certificat émis après l'établissement du premier certificat, des frais raisonnables que le Conseil arrête de temps à autres. Un actionnaire nominatif qui transfère une partie des actions comprises dans sa participation nominative aura droit sans frais à un certificat représentant le solde de ses actions. Les certificats d'actions seront signés par deux Administrateurs. Les signatures peuvent être soit manuelles, soit imprimées, soit par facsimile. La Société peut émettre des certificats d'actions temporaires dans la forme que le Conseil détermine de temps à autre. Les actions de la Société seront enregistrées dans le registre des Actionnaires qui sera tenu par la Société ou par une ou plusieurs personnes désignées à cet effet par la Société ; ce registre renseigne le nom de chaque actionnaire, son adresse ou domicile élu et le nombre d'actions détenues par lui. Toute cession ou dévolution d'une action sera inscrite dans le registre des Actionnaires. Les actions seront librement cessibles. La cession d'actions sera effectuée par la délivrance à la Société du ou des certificats représentant celles-ci à l'appui du document de cession dans une forme satisfaisant la Société ou par une déclaration de cession écrite inscrite au registre des Actionnaires, datée et signée par le cessionnaire, ou par les personnes détenant les pouvoirs de représentation appropriés à cet effet. Tout Actionnaire est tenu de fournir à la Société une adresse à laquelle toute notification et tout avis de la Société pourront être envoyés. Cette adresse sera inscrite dans le registre des Actionnaires. Au cas où un Actionnaire ne fournirait pas une telle adresse, la Société pourra autoriser l'inscription d'une mention à cet effet dans le registre des Actionnaires et l'adresse de l'Actionnaire sera censée être au siège social de la Société, ou à telle autre adresse que la Société mentionnera de temps à autre dans le registre des Actionnaires, jusqu'à ce qu'une autre adresse soit fournie à la Société par cet Actionnaire. L'Actionnaire pourra, à tout moment, changer son adresse inscrite au registre des Actionnaires au moyen d'une communication écrite envoyée à la Société à son siège social ou à toute autre adresse indiquée de temps à autre par la Société par avis donné aux Actionnaires. La Société ne reconnaitra qu'un propriétaire par action émise par la Société. Dans le cas d'une copropriété, la Société pourra suspendre l'exercice de tout droit lié à l'action concernée jusqu'à ce qu'une personne soit désignée pour représenter les copropriétaires envers la Société. Si un Actionnaire peut établir à suffisance de droit envers la Société que son certificat d'action a été détourné, perdu, volé ou détruit, un duplicata pourra lui être délivré à sa demande aux conditions déterminées par la Société sous réserve des dispositions applicables de la Loi. Les certificats d'actions endommagés pourront être échangés contre des certificats nouveaux à la demande

 
- 14 - de tout Actionnaire. Les certificats endommagés seront remis à la Société et annulés immédiatement. La Société peut racheter ses propres actions selon une méthode approuvée par le Conseil en accord avec la Loi et les règles des bourses de valeurs auxquelles les actions de la Société peuvent être cotées de temps à autre. Comme requis par la loi luxembourgeoise relative aux obligations de transparence du 11 janvier 2008 (la “Loi Transparence”), toute personne qui acquiert ou dispose des actions dans le capital de la Société est tenue de notifier au Conseil le pourcentage d'actions détenues par la personne concernée suite à l'acquisition ou la cession, lorsque ce pourcentage atteint, passe au-dessus ou en dessous des seuils mentionnés par la Loi Transparence. Selon la Loi Transparence, ce qui précède s'applique aussi au seul droit d'acquérir ou de céder ou d'exercer des droits de vote dans chacun des cas auxquels la Loi Transparence fait référence. Selon cet Article, les conditions de la Loi Transparence s'appliquent aussi quand le pourcentage mentionné atteint, passe au-dessus ou en dessous de 5%. Les sanctions édictées par l'article 28 de la Loi Transparence s'appliquent à toute violation de l'obligation susmentionnée, y inclus par rapport au seuil de 5%. CHAPITRE III.- CONSEIL, COMMISSAIRE AUX COMPTES. Article 7. Conseil. La Société est administrée par un Conseil composé de 6 (six) membres au moins. Les membres du Conseil n'ont pas besoin d'être actionnaires de la Société. Les Administrateurs et le/la président(e) du Conseil (le/la “Président(e)”) seront élus par l’assemblée générale des actionnaires (l’“Assemblée Générale”), qui déterminera leur nombre, pour une période n’excédant pas 6 (six) années, et ils resteront en fonction jusqu’à ce que leurs successeurs soient élus. Quand une personne morale sera nommée administrateur (la “Personne Morale”), la Personne Morale devra désigner une personne physique (représentant permanent) qui devra représenter la Personne Morale comme membre du Conseil conformément à l’article 441-3 de la Loi. En cas de vacance d’une ou de plusieurs places d’Administrateurs, les Administrateurs restants ont le droit d’élire par un vote majoritaire un autre Administrateur jusqu’à la prochaine Assemblée Générale. Lorsqu’elle proposera la nomination de personnes en tant qu’Administrateurs à l’Assemblée Générale, la Société devra se conformer aux règles et procédures du comité de nomination du Code de Gouvernance d’Entreprise suédois, pour autant que l’observation desdites règles ne soit pas en contradiction avec la loi ou la réglementation impérative applicable, ni avec les règles impératives de tout marché boursier sur laquelle les actions de la société sont cotées. Dans le cas où la Société ne se conformerait pas aux règles du comité de nomination du Code de Gouvernance d’Entreprise suédois et lorsqu’un comité du Conseil est créé pour proposer la nomination de personnes en tant qu’Administrateurs à l’Assemblée Générale, tout Actionnaire détenant au moins 20% des actions émises et en circulation de la Société, à l’exclusion des actions propres, a le droit de nommer : 1. un des Administrateurs en fonction, pour devenir membre de ce comité, à condition que cette nomination et l’Administrateur ainsi désigné, respectent les exigences de toute loi ou réglementation impérative applicable ainsi que les règles impératives de tout marché boursier sur laquelle les actions de la société sont cotées, et

 
- 15 - 2. une personne, qui peut être ou non un Administrateur, qui assistera aux réunions de ce comité en tant qu’observateur, sans disposer du droit de vote lors de ces réunions, pour autant que cette participation n’entre pas en conflit avec la loi ou la réglementation impérative applicable ou avec les règles impératives de tout marché boursier sur laquelle les actions de la Société sont cotées. Toute nomination faite en application du paragraphe précédent deviendra caduque à partir du moment où l’actionnaire qui a procédé à la nomination détient moins de 20% des actions émises et en circulation de la Société, à l’exclusion des actions propres. Article 8. Réunions du Conseil. Le Conseil peut choisir un secrétaire, qui ne doit pas être Administrateur et qui sera responsable de la rédaction des procès-verbaux des réunions du Conseil et des résolutions prises lors des Assemblées Générales. Le Conseil se réunira sur convocation du/de la Président(e). Une réunion du Conseil doit être convoquée si deux Administrateurs le demandent. Le/la Président(e) présidera toutes les réunions du Conseil, mais en son absence le Conseil désignera à la majorité simple des Administrateurs présents un autre Administrateur ou un tiers dûment qualifié comme Président(e) de la réunion concernée. Avis écrit de toute réunion du Conseil sera donné à tous les Administrateurs au moins 3 (trois) jours avant la date prévue pour la réunion, sauf s'il y a urgence ou avec l'accord de tous ceux qui ont droit d'assister à cette réunion. La convocation indiquera le lieu de la réunion et en contiendra l'ordre du jour. Une telle convocation n'est pas requise si tous les membres du Conseil sont présents ou représentés à l'occasion de la réunion et s'ils précisent qu'ils ont été dûment informés, et avoir eu pleine connaissance de l'ordre du jour de la réunion. La nécessité d'une convocation peut être supprimée si les membres y consentent par écrit, que ce soit par un original, un fax, ou un e-mail sur lequel une signature électronique (valide selon le droit luxembourgeois) est apposée, de chaque membre du Conseil. Une convocation écrite séparée ne sera pas requise pour les réunions qui sont tenues à des moments et des lieux déterminés dans une annexe adoptée antérieurement par une résolution du Conseil. Toute réunion du Conseil se tiendra à Luxembourg ou à tout autre endroit que le Conseil peut de temps à autres arrêter. Tout membre du Conseil peut agir à n'importe quelle réunion du Conseil en nommant par écrit, que ce soit par un original, un fax, ou un courriel sur lequel une signature électronique (valide selon le droit luxembourgeois) est apposée, un autre Administrateur comme son mandataire. Le Conseil ne pourra délibérer et agir valablement que si 4 (quatre) Administrateurs sont présents. Les décisions sont prises à la majorité simple des voix des Administrateurs présents ou représentés. Le/la Président(e) n’a pas de voix prépondérante en cas de partage de voix. Nonobstant ce qui précède, une résolution du Conseil pourra aussi être adoptée en cas d'urgence ou si d'autres circonstances exceptionnelles le justifient. Une telle résolution devra être approuvée unanimement par les Administrateurs et consistera en un ou plusieurs documents contenant les résolutions soit (i) signées

 
- 16 - manuellement ou électroniquement par le biais d'une signature électronique valable en droit luxembourgeois ou (ii) convenues par un consentement écrit par email auquel une signature électronique (valable en droit luxembourgeois) est apposée. La date de cette résolution sera la date de la dernière signature ou, selon le cas, du dernier accord. Chaque Administrateur pourra participer à une réunion du Conseil par conférence téléphonique, visio- conférence ou tout autre moyen de communication similaire par lequel (i) les Administrateurs présents à la réunion peuvent être identifiés, (ii) toutes les personnes participant à la réunion peuvent entendre et parler à chacun d'entre eux, (iii) la transmission de la réunion est réalisée de manière ininterrompue et (iv) les Administrateurs peuvent débattre comme il se doit, et participent à une réunion par tout moyen qui équivaut à une présence physique à la réunion. Une réunion du Conseil tenue par de tels moyens de communication sera réputée avoir été tenue à Luxembourg. Article 9. Procès-verbaux des réunions du Conseil. Les procès-verbaux de toute réunion du Conseil seront signés par le/la Président(e). Les procurations resteront annexées aux procès-verbaux. Les copies ou extraits de ces procès-verbaux ainsi que des résolutions circulaires adoptées par le Conseil, destinés à servir en justice ou ailleurs, seront signés par le/la Président(e), tout(e) président(e) de la réunion du Conseil concernée ou par deux membres du Conseil. Article 10. Pouvoirs du Conseil. Le Conseil a les pouvoirs les plus larges pour accomplir tous les actes nécessaires ou utiles à la réalisation de l'objet social de la Société. Tous les pouvoirs qui ne sont pas réservés expressément à l'Assemblée Générale par la Loi ou les présents statuts sont de la compétence du Conseil. Article 11. Délégation de pouvoirs. Le Conseil peut déléguer la gestion journalière de la Société ainsi que la représentation de la Société en ce qui concerne cette gestion à un ou plusieurs Administrateurs, directeurs, fondés de pouvoirs, employés ou autres agents qui n'auront pas besoin d'être Actionnaires, ou conférer des pouvoirs ou mandats spéciaux ou des fonctions permanentes ou temporaires à des personnes ou agents de son choix. Article 12. Rémunération des Administrateurs. Chaque Administrateur aura droit à une rémunération pour l'exercice de ses fonctions d'Administrateur au taux qui sera déterminé de temps à autre par l'Assemblée Générale. Un Administrateur à qui est déléguée la gestion journalière ou qui exerce par ailleurs des fonctions exécutives aura également droit à une rémunération (que ce soit sous la forme d'un salaire, d'une participation aux profits ou autrement y compris une pension de retraite, et une contribution à une pension de retraite) telle que le Conseil pourra arrêter de temps à autre. Article 13. Conflits d'Intérêts. Aucun contrat ni aucune transaction que la Société pourra conclure avec un tiers ne pourra être affecté ou invalide par le fait qu'un Administrateur, directeur ou employé de la Société ait un intérêt personnel ou soit un Administrateur, directeur ou employé de ce tiers, tant que (x) ce contrat ou transaction sera négocié de

 
- 17 - plein gré à des termes non moins favorables pour la Société que ceux qui auraient pu être obtenus d'une partie tierce, et dans le cas d'un administrateur, celui-ci devra s'abstenir de voter sur tout sujet qui concerne ce contrat ou cette transaction à toute réunion du Conseil de la Société, et (y) tout intérêt personnel sera notifié à la Société par l'Administrateur, le directeur ou l'employé concerné. Au cas où un Administrateur ou fondé de pouvoirs aurait un intérêt personnel dans une transaction de la Société, il en avisera le Conseil et il ne pourra prendre part aux délibérations ou émettre un vote au sujet de cette opération, et cette transaction ainsi que l'intérêt personnel de l'Administrateur ou du fondé de pouvoir seront portés à la connaissance de la prochaine Assemblée Générale. Article 14. Indemnisation. La Société indemnisera tout Administrateur ou fondé de pouvoirs et leurs héritiers, exécuteurs testamentaires et administrateurs de biens pour tous dommages-intérêts, compensations et dépenses à leur charge ainsi que tous frais raisonnables qu'ils auraient encouru par suite ou en conséquence de leur comparution en tant que défendeurs dans des actions en justice, des procès ou des poursuites judiciaires que leur auront été intentés de par leur fonctions actuelles ou anciennes d'administrateur ou de fondé de pouvoirs de la Société, ou à la demande de la Société, de toute autre société dans laquelle la Société est actionnaire ou créancier exception faite pour les cas où ils auraient été déclarés coupables de négligence grave ou pour avoir volontairement manqué à leurs devoirs envers la Société; en cas d'arrangement transactionnel, l'indemnisation ne portera que sur les matières couvertes par l'arrangement transactionnel et dans ce cas seulement si la Société est informée par son conseiller juridique que la personne à indemniser n'aura pas manqué à ses devoirs envers la Société. Le droit à indemnisation qui précède n'exclut pas pour les personnes susnommées le recours à d'autres droits auxquels elles pourraient prétendre. L'indemnisation par la Société inclura le droit pour la Société de payer ou rembourser les frais légaux raisonnables d'un défendeur avant que toute procédure ou investigation contre le défendeur ait résulte en un jugement final, une transaction ou conclusion, à condition que les Administrateurs de la Société aient décidé de bonne foi que les actions du défendeur ne constituaient pas des violations intentionnelles et délibérées de la loi et qu'ils ont repo un avis juridique pertinent à ce sujet. Article 15. Représentation de la Société. Vis-à-vis des tiers, la Société sera engagée par les signatures conjointes de deux Administrateurs, ou par la signature individuelle de la personne à laquelle la gestion journalière de la Société a été déléguée, dans le cadre de cette gestion journalière, ou par la signature conjointe ou par la signature individuelle de toutes personnes à qui un tel pouvoir de signature aura été délégué par le Conseil, mais seulement dans les limites de ce pouvoir. Article 16. Commissaire aux comptes. Les opérations de la Société seront surveillées par un ou plusieurs commissaires aux comptes, Actionnaires ou non. Le ou les commissaires aux comptes seront nommés par l'Assemblée Générale à la majorité simple des actions présentes ou représentées, qui déterminera leur nombre, pour une durée qui ne peut dépasser 6 (six)

 
- 18 - ans. Ils resteront en fonction jusqu'à ce que leurs successeurs soient élus. Ils sont rééligibles mais ils peuvent être révoqués à tout moment, avec ou sans motif, par une décision adoptée à une majorité simple des Actionnaires présents ou représentés. CHAPITRE IV.- ASSEMBLEE GENERALE DES ACTIONNAIRES. Article 17. Pouvoirs de l'Assemblée Générale. Toute Assemblée Générale régulièrement constituée représente l'ensemble des Actionnaires. Elle a tous les pouvoirs qui lui sont réservés par la Loi. Article 18. Le Conseil déterminera dans l'avis de convocation les formalités devant être observées par chaque Actionnaire pour être admis à l'Assemblée Générale. Article 19. Assemblée Générale annuelle. L'Assemblée Générale annuelle se réunit au Grand-Duché de Luxembourg endéans six (6) mois à compter de la clôture de l'exercice social approprié, au siège social de la Société ou à tel autre endroit au Luxembourg indiqué dans l'avis convoquant l'Assemblée Générale annuelle. Le/la président(e) de l'Assemblée Générale annuelle sera élu par les Actionnaires. Article 20. Autres Assemblées Générales. De telles Assemblées Générales doivent être convoquées par le Conseil si les Actionnaires représentant au moins 10% du capital social de la Société le demandent. Article 21. Procédure, vote. Les Actionnaires seront convoqués par le Conseil ou par le ou le(s) commissaire(s) aux comptes conformément aux conditions fixées par la Loi. La convocation contiendra l'ordre du jour de l'Assemblée Générale. Si tous les Actionnaires sont présents ou représentés à l'Assemblée Générale et déclarent avoir eu connaissance de l'ordre du jour de l'Assemblée Générale, celle-ci peut se tenir sans convocations préalables. Un Actionnaire peut agir à une Assemblée Générale en nommant une autre personne qui ne doit pas nécessairement être Actionnaire comme son mandataire, par écrit, que ce soit par un original, un fax, ou un courriel auquel une signature électronique (valide selon le droit luxembourgeois) est apposée. Les Actionnaires ont la possibilité de voter par écrit (par le biais de bulletins de vote) sur les résolutions soumises à l'Assemblée Générale à la condition que les bulletins de vote écrits incluent (i) le nom, le prénom, l'adresse et la signature de l'Actionnaire concerné, (ii) l'indication des actions pour lesquelles l'Actionnaire exercera ce droit, (iii) l'agenda tel qu'indiqué dans la convocation écrite et (iv) les instructions de vote (approbation, refus, abstention) pour chaque point de l'agenda. Afin d'être pris en compte, les originaux ou copies électroniques des bulletins de vote doivent être reçus par la Société dans un délai décidé par le Conseil ou, en l'absence d'un délai prévu par le Conseil, au moins 72 (soixante-douze) heures avant l'Assemblée Générale en question. Le Conseil pourra autoriser les Actionnaires à exercer, conformément à l'article 6 de la loi du 24 mai 2011 sur les droits des actionnaires dans les sociétés côtés, leurs droits de vote et participer à une Assemblée

 
- 19 - Générale par le biais de moyens électroniques, en s'assurant notamment que tout ou partie des formes suivantes de participations soient respectées : a) Une transmission en temps réel de l'Assemblée Générale ; b) Une communication réciproque permettant aux Actionnaires de s'adresser à l'Assemblée Générale à distance ; et c) Un mécanisme de vote, soit avant ou pendant l'Assemblée Générale, ne nécessitant pas la nomination d'un mandataire physiquement présent à l'Assemblée Générale. Tout Actionnaire participant à une Assemblée Générale par ces moyens sera considéré présent au lieu de l'Assemblée Générale pour les besoins de quorum et de majorité. L'utilisation de moyens électroniques permettant aux Actionnaires de participer à l'Assemblée Générale pourront être soumis seulement à ces exigences car elles sont nécessaires pour assurer l'identification des Actionnaires et la sécurité de la communication électronique, et seulement dans la mesure où ils sont proportionnels pour atteindre cet objectif. Le Conseil pourra déterminer les moyens électroniques référencés ci-dessus à l'article 21 paragraphe 5 et toutes les autres conditions qui devront être remplies afin de participer à l'Assemblée Générale conformément au droit luxembourgeois. Les Actionnaires auront à chaque Assemblée Générale droit à un vote pour chaque action. Aucun quorum n'est exigé pour une réunion de l'Assemblée Générale et les résolutions sont adoptées à une telle Assemblée Générale à la majorité simple des voix. Sauf disposition contraire de la Loi, une Assemblée Générale extraordinaire convoquée pour modifier toute disposition des Statuts ou pour le retrait des actions de la Société de la cotation dans une transaction de retrait de marché ne délibèrera pas valablement à moins qu'au moins la moitié du capital social ne soit représenté et que l'ordre du jour indique les modifications des Statuts proposées. Si la première de ces conditions n'est pas remplie, une deuxième Assemblée Générale extraordinaire peut être convoquée, de la manière prescrite par les Statuts ou la Loi. La deuxième Assemblée Générale extraordinaire délibèrera valablement indépendamment de la proportion du capital représentée. A l'occasion de ces deux Assemblées Générales extraordinaires, les résolutions, afin d'être valables, doivent être adoptées à la majorité des deux-tiers des votes exprimés. Les copies ou extraits des minutes des Assemblées Générales à produire devant la Cour seront signées par le/la Président(e) ou par deux Administrateurs. CHAPITRE V.- ANNEE SOCIALE, REPARTITION DES BENEFICES Article 22. Année sociale. L'année sociale de la Société commence le premier janvier et finit le dernier jour de décembre de chaque année sauf la première année sociale qui commence à la date de constitution de la Société et finit le dernier jour de décembre 1992. Le Conseil prépare les comptes annuels suivant les dispositions de la Loi et les pratiques comptables. Article 23. Affectation des bénéfices. Sur les bénéfices nets de la Société, il sera prélevé cinq pour cent (5%) pour la formation d'un fonds de

 
- 20 - réserve légale requis par la Loi. Ce prélèvement cesse d'être obligatoire lorsque et aussi longtemps que la réserve légale atteindra dix pour cent (10%) de la totalité de la valeur nominale du capital social émis de la Société. Sur recommandation du Conseil, l'Assemblée Générale décidera de l'affection du solde des bénéfices annuels nets. Elle peut décider de verser la totalité ou une partie du solde à un compte de réserve ou de provision, de le reporter à nouveau au prochain exercice social ou de le distribuer aux Actionnaires comme dividendes. Le Conseil peut procéder à un versement d'acomptes sur dividendes dans les conditions fixées par la Loi. Il déterminera le montant ainsi que la date de paiement de ces acomptes. Des dividendes peuvent être distribués à partir des profits nets non distribués reportés en avant des années précédentes. Les dividendes seront payés en dollars des États-Unis d'Amérique ou par distribution gratuite d'actions de la Société ou autrement en nature tel que déterminé par les Administrateurs, et peuvent être payés aux dates arrêtées par le Conseil. Le paiement de dividendes sera fait aux Actionnaires à leur adresse indiquée dans le registre des Actionnaires. Aucun intérêt ne sera dû par la société sur des dividendes déclarés mais non réclamés. Les Actionnaires ont le droit de participer au profit de la société proportionnellement au montant libéré de valeur nominale de leurs actions. CHAPITRE VI.- DISSOLUTION, LIQUIDATION. Article 24. Dissolution, liquidation. La Société peut être dissoute par décision prise lors d'une Assemblée Générale statuant aux mêmes conditions de présence et de majorité que celles requises par l'article 20 des Statuts. Lors de la dissolution de la Société, la liquidation s'effectuera par les soins d'un ou de plusieurs liquidateurs nommés par l'Assemblée Générale qui déterminera leurs pouvoirs et leurs émoluments. Les actions comportent un droit au remboursement (à partir des avoirs disponibles pour la distribution aux Actionnaires) du montant du capital nominal libéré de ces actions et le droit de partager les avoirs supplémentaires dans le cadre d'une liquidation de la Société proportionnellement au montant libéré de la valeur nominale de ces actions. CHAPITRE VII.- LOI APPLICABLE. Article 25. Loi applicable. Toutes les matières qui ne sont pas régies par les présents Statuts seront réglées conformément à la Loi. CONSOLIDATED ARTICLES OF ASSOCIATION AS AT MAY 23rd, 2024 Signed in Junglinster, this June 4, 2024 STATUTS COORDONNES À LA DATE DU 23 MAI 2024 Signé à Junglinster, le 4 juin 2024

 
EX-4.3 3 tigo-amendmentno1exhibit.htm EX-4.3 Document
Exhibit 4.3
AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT
This AMENDMENT NO. 1 TO REVOLVING CREDIT AGREEMENT (this “Amendment”), dated as of June 26, 2023, is entered into by and among Millicom International Cellular S.A., a limited liability company (société anonyme), organized and existing under the laws of the Grand Duchy of Luxembourg, with its registered office and principal place of business located at 2 rue du Fort-Bourbon, L- 1249, Luxembourg, and registered with the Luxembourg Trade and Companies Register under number B 40630, as borrower (in such capacity, the “Borrower”) and The Bank of Nova Scotia, as the administrative agent (the “Administrative Agent”). Capitalized terms used herein without definition shall have the meanings set forth in the Revolving Credit Agreement (as defined below).
WHEREAS, the Borrower, the Administrative Agent and the Lenders from time to time party thereto are party to that certain Revolving Credit Agreement, dated as of October 15, 2020 (as amended and otherwise modified from time to time until immediately prior to the Amendment No. 1 Effective Date (as defined below), the “Revolving Credit Agreement”);
WHEREAS, certain loans and/or other extensions of credit under the Revolving Credit Agreement bear or are permitted to bear interest based on the Adjusted LIBO Rate in accordance with the terms therewith; and
WHEREAS, (i) a benchmark transition event (or other analogous or similar event) as described in Section 2.23(a) of the Revolving Credit Agreement has occurred with respect to the Adjusted LIBO Rate, (ii) the Administrative Agent and the Borrower desire to enter into certain amendments to the Revolving Credit Agreement to replace the Adjusted LIBO Rate with Adjusted Term SOFR (as defined in the Conformed Credit Agreement (as defined below)) as an alternative benchmark rate for any setting of benchmark rates that occur on or after the Amendment No. 1 Operative Date (as defined below) and to make such other related changes to the Revolving Credit Agreement (and such other Loan Documents as may be applicable) as further set forth herein in accordance with Section 2.23 of the Revolving Credit Agreement (the “Benchmark Replacement”), and pursuant thereto the Administrative Agent is exercising its right to make certain benchmark replacement conforming changes in connection with the implementation of the applicable benchmark replacement as set forth herein and (iii) the initial version of this Amendment posted to (or otherwise shared with) the Lenders is deemed to satisfy the notice requirements with respect to the Benchmark Replacement and any Benchmark Replacement Conforming Changes as required pursuant to Section 2.23 of the Revolving Credit Agreement.
NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
Section 1.    Amendment of Revolving Credit Agreement. Subject to the satisfaction of the conditions to effectiveness set forth in Section 2, the Borrower and the Administrative Agent hereby agree that, on and with effect from the Amendment No. 1 Operative Date, the Revolving Credit Agreement shall be amended by deleting the stricken text (indicated textually in the same manner as the following example: or ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text or double-underlined text) as set forth in the conformed version of the Revolving Credit Agreement attached hereto as Exhibit A (the “Conformed Credit Agreement”).
Section 2. Conditions to Effectiveness. This Amendment shall become effective on the first date (the “Amendment No. 1 Effective Date”) on which the following conditions are satisfied; provided that, notwithstanding the foregoing, in no event shall the amendments to the Revolving Credit Agreement contained in Section 1 become operative prior to July 1, 2023 (the “Amendment No.
0010146-0000535 NYO1: 2005567343.2

1 Operative Date”):
(a)    receipt by the Administrative Agent of fully compiled and executed counterparts of this Amendment duly executed by the Administrative Agent and the Borrower;
(b)    the representations and warranties in Section 3 hereof shall be true and correct as of the Amendment No. 1 Effective Date;
(c)    The Lenders shall have received, at least five (5) Business Days prior to the Amendment No. 1 Effective Date, a copy of this Amendment; and
(d)    The Administrative Agent shall have not received, by the Amendment No. 1 Effective Date, written notice of objection to this Amendment from Lenders comprising the Required Lenders.
Section 3.    Representations & Warranties.
In order to induce the Administrative Agent and the Lenders party hereto to enter into this Amendment, the Borrower hereby represents and warrants to the Lenders and the Administrative Agent that:
(a)    the Borrower has the power to enter into, perform and deliver, and has taken all necessary action to authorize its entry into, performance and delivery of, this Amendment, the Revolving Credit Agreement, as modified hereby, and each other Loan Document, as applicable; and
(b)    this Amendment constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
Section 4.    Ratification.
(a)    The Revolving Credit Agreement, after giving effect to this Amendment, and all other documents executed and delivered in connection therewith remain in full force and effect in accordance with their respective terms and are hereby ratified and affirmed by the Borrower in all respects. Nothing herein shall be construed to limit, affect, modify or alter (i) any Loan Party’s obligations under the Loan Documents to which such Loan Party is a party, (ii) any terms or provisions of the Revolving Credit Agreement or (iii) any other documents executed and delivered in connection therewith. To the extent any terms and conditions in any Loan Document shall contradict or be in conflict with any terms or conditions of the Revolving Credit Agreement, after giving effect to this Amendment, such terms and conditions are hereby deemed modified and amended accordingly to reflect the terms and conditions of the Revolving Credit Agreement, after giving effect to this Amendment.
(b)    From and after the Amendment No. 1 Operative Date, each reference in the Revolving Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference to the “Revolving Credit Agreement” in any other Loan Document shall in each case be deemed a reference to the Revolving Credit Agreement, as modified hereby. This
2

Amendment shall constitute a “Loan Document” for all purposes of the Revolving Credit Agreement and the other Loan Documents.
Section 5.    General. On and after the Amendment No. 1 Operative Date, all references to the Revolving Credit Agreement set forth in the Loan Documents and all other documents executed and delivered in connection therewith shall be deemed to refer to the Revolving Credit Agreement as amended by this Amendment. This Amendment embodies the entire understanding and agreement among the parties hereto and thereto with respect to the subject matter hereof and thereof and supersede all prior agreements, understandings and inducements, whether express or implied, oral or written.
Section 6.    Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto (including, for the avoidance of doubt, any assignees of any Loans of any Lender assigned after the date hereof).
Section 7.    Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopy, facsimile, electronic mail (including pdf) or any other electronic means complying with the U.S. federal ESIGN Act of 2000 or the New York State Electronic Signatures and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable Law. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each of the parties hereto represents and warrants to the other parties hereto that is has the corporate capacity and authority to execute this Amendment through electronic means and there are no restrictions for doing so in that party’s organizational documents.
Section 8.    Governing Law; Jurisdiction. The provisions of Sections 10.09(a), (b) and (c) of the Revolving Credit Agreement are hereby incorporated by reference and apply mutatis mutandis hereto.
Section 9.    No Novation. This Amendment is not intended by the parties to the Loan Documents to be, and shall not be construed to be, a novation of the Loan Documents or an accord and satisfaction in regard thereto.
Section 10.    Miscellaneous Provisions. The provisions of Sections 10.03, 10.10, 10.16 and 10.19 of the Revolving Credit Agreement are hereby incorporated by reference and apply mutatis mutandis hereto.
Section 11. Notice. To the extent that the Administrative Agent is required (pursuant to the Revolving Credit Agreement or otherwise) to provide notice to the Borrower, any Lender or any other party party to the Revolving Credit Agreement or any other Loan Document of (i) a benchmark transition event (or other analogous or similar event) with respect to the Adjusted LIBO Rate, (ii) a benchmark replacement date (or other analogous or similar date), (iii) the implementation of Adjusted Term SOFR as a benchmark replacement (or other analogous or similar term) or (iv) any Benchmark Replacement Conforming Changes (or other similar conforming changes) in connection with the adoption and implementation of Adjusted Term SOFR or the use and administration thereof, this Amendment shall constitute such notice.
3

[Signature pages follow]

4

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective duly authorized representatives as of the date first written above.
MILLICOM INTERNATIONAL CELLULAR, S.A.,
as Borrower
By: /s/ Bart Vanhaeren
Name:    Bart Vanhaeren
Title:    VP Corporate Finance


By: /s/ Bruno Nieuwland
Name:    Bruno Nieuwland
Title:    Chief Administrative Officer


[Amendment No. 1 to Revolving Credit Agreement]

THE BANK OF NOVA SCOTIA,
as Administrative Agent
By: /s/ Clement Yu
Name:    Clement Yu
Title:    Director


By: /s/ Venita Ramjattan
Name:    Venita Ramjattan
Title:    Associate


[Amendment No. 1 to Revolving Credit Agreement]

EXHIBIT A

(see attached)



EXHIBIT A
Conformed through Amendment No. 1 dated as of June 26, 2023
$600,000,000
REVOLVING CREDIT AGREEMENT
dated as of
October 15, 2020
among
MILLICOM INTERNATIONAL CELLULAR S.A.,
as Borrower,
THE LENDERS NAMED HEREIN,
as Lenders,
THE BANK OF NOVA SCOTIA,
as Administrative Agent,
BNP PARIBAS,
as Documentation Agent,
DNB BANK ASA, SWEDEN BRANCH, as ESG Coordinator, Section 1.02 Classification of Loans and Borrowings 52
and
THE BANK OF NOVA SCOTIA, and
BGL BNP PARIBAS S.A.
as Joint Bookrunners and Joint Mandated Lead Arrangers



Article I    Definitions    1
Section 1.01    Defined Terms    1
Section 1.03    Terms Generally    52
Section 1.04    Accounting Terms; IFRS    53
Section 1.05    Rounding    53
Section 1.06    Time of Day    53
Section 1.07    Currency Equivalents    54
Section 1.08    LIBOR Notification[Reserved]    54
Section 1.09    Cashless Roll    54
Section 1.10    Luxembourg Terms    55
Section 1.11    Agent Disclaimer    55
Article II    The Credits    55
Section 2.01    Commitments    55
Section 2.02    Loans and Borrowings.    56
Section 2.03    Requests for Borrowings    56
Section 2.04    Incremental Facilities.    57
Section 2.05    Swingline Loans.    59
Section 2.06    Letters of Credit.    61
Section 2.07    Funding of Borrowings.    68
Section 2.08    Interest Elections.    70
Section 2.09    Termination and Reduction of Commitments.    71
Section 2.10    Repayment of Loans; Evidence of Debt.    71
Section 2.11    Prepayment of Loans; Evidence of Debt.    72
Section 2.12    Fees.    73
Section 2.13    Interest.    74
Section 2.14    Alternate Rate of Interest    75
Section 2.15    Increased Costs    76
Section 2.16    Break Funding Payments    77
Section 2.17    Payments Free of Taxes.    78
Section 2.18    Payments Generally; Pro Rata Treatment; Sharing of Set-offs.    83
Section 2.19    Mitigation Obligations; Replacement of Lenders.    85
Section 2.20    Defaulting Lenders.    86
Section 2.21    Designation of Additional Borrowers.    89
Section 2.22    Extension of Maturity Date.    92
Section 2.23    Effect of Benchmark Transition Event.    93
Section 2.24    Illegality.    100
Section 2.25    Financial Calculations for Limited Condition Transactions.    101
Article III    Representations and Warranties    102
Section 3.01    Organization; Powers    102
Section 3.02    Power and Authority; Enforceability    102
Section 3.03    Validity and Admissibility into Evidence    103
Section 3.04    Non-Conflict with Other Obligations    103
Section 3.05    Financial Statements; No Material Adverse Change.    103
Section 3.06    Properties; Intellectual Property.    103
Section 3.07    Litigation.    104

    i

TABLE OF CONTENTS
Page
Section 3.08    Compliance with Laws; Environmental Compliance; No Default or Event of Default.    104
Section 3.09    Investment Company Status    104
Section 3.10    Taxes    105
Section 3.11    ERISA    105
Section 3.12    No Misleading Information    105
Section 3.13    Sanctions Laws; Anti-Corruption, Anti-Bribery, Anti-Money Laundering Laws
and Regulations.    105
Section 3.14    Federal Reserve Board Regulations    106
Section 3.15    Solvency    106
Section 3.16    Centre of Main Interest and Establishment    106
Section 3.17    Governing Law and Enforcement    107
Section 3.18    Pari Passu Ranking    107
Article IV    CONDITIONS PRECEDENT    107
Section 4.01    Conditions Precedent to the Closing Date    107
Section 4.02    Conditions Precedent to Each Credit Event    109
Article V    Affirmative Covenants    109
Section 5.01    Financial Statements; Ratings Change and Other Information    109
Section 5.02    Notices of Material Events    111
Section 5.03    Existence; Conduct of Business; Authorizations.    111
Section 5.04    Payment of Material Obligations    111
Section 5.05    Maintenance of Properties; Insurance.    112
Section 5.06    Books and Records; Inspection Rights    112
Section 5.07    Compliance with Laws.    113
Section 5.08    Environmental Compliance.    113
Section 5.09    Legal Fees.    113
Section 5.10    Pari Passu Ranking    113
Section 5.11    Centre of Main Interest and Establishment.    113
Article VI    Negative Covenants    114
Section 6.01    Fundamental Changes, Asset Dispositions    114
Section 6.02    Liens    114
Section 6.03    Incurrence of Debt.    114
Section 6.04    Financial Covenant.    114
Section 6.05    Transactions with Affiliates    115
Section 6.06    Use of Proceeds; Sanctions Laws; Anti-Money Laundering Laws.    115
Section 6.07    Restricted Payments; Use of Proceeds for Dividends    115
Section 6.08    Anti-Corruption Law.    115
Section 6.09    Unrestricted Subsidiaries.    116
Article VII    Events of Default    116
Section 7.01    Events of Default.    116
Section 7.02    Distribution of Payments after Event of Default    119
Article VIII    The Administrative Agent    120
Article IX    Guaranty    124
Section 9.01    Guaranty by the Guarantor    124
Section 9.02    Guaranty Unconditional    125
    ii


    iii

TABLE OF CONTENTS
Page
Section 9.03    Waivers    126
Section 9.04    Guarantor Obligations to Remain in Effect; Restoration    126
Section 9.05    Waiver of Acceptance, etc    126
Section 9.06    Subrogation    126
Section 9.07    Effect of Stay    127
Article X    Miscellaneous    127
Section 10.01    Notices    127
Section 10.02    Waivers; Amendments    129
Section 10.03    Expenses; Indemnity; Damage Waiver    130
Section 10.04    Successors and Assigns.    132
Section 10.05    Survival    136
Section 10.06    Counterparts; Integration; Effectiveness; Electronic Execution    136
Section 10.07    Severability    137
Section 10.08    Right of Setoff    137
Section 10.09    Governing Law; Jurisdiction; Consent to Service of Process.    138
Section 10.10    WAIVER OF JURY TRIAL    139
Section 10.11    Headings    139
Section 10.12    Confidentiality    139
Section 10.13    Material Non-Public Information.    140
Section 10.14    Interest Rate Limitation    141
Section 10.15    Judgment Currency    141
Section 10.16    Waiver of Immunity    142
Section 10.17    USA PATRIOT Act    142
Section 10.18    No Advisory or Fiduciary Responsibility    142
Section 10.19    Acknowledgment and Consent to Bail-In of Affected Financial Institutions    143
Section 10.20    Electronic Execution of Assignments and Certain Other Documents    144

    iv

SCHEDULES:
Schedule I    –    Initial Lenders and Commitments
Schedule II    –    ESG Targets
Schedule III    –    Administrative Agent’s Office, Certain Addresses for Notices
EXHIBITS:
Exhibit A    –    Form of Assignment and Assumption
Exhibit B    –    Form of Compliance Certificate
Exhibit C-1    –    U.S. Tax Certificate (For Non-U.S. Lenders that are not Partnerships for U.S. Federal Income Tax Purposes)
Exhibit C-2    –    U.S. Tax Certificate (For Non-U.S. Participants that are Partnerships for U.S. Federal Income Tax Purposes)
Exhibit C-3    –    U.S. Tax Certificate (For Non-U.S. Participants that are not Partnerships for U.S. Federal Income Tax Purposes)
Exhibit C-4    –    U.S. Tax Certificate (For Non-U.S. Lenders that are Partnerships for U.S. Federal Income Tax Purposes)
Exhibit D    –    Form of Borrowing Request
Exhibit E    –    Form of Letter of Credit Request
Exhibit F    –    Form of ESG Reporting Certificate
Exhibit G    –    Form of Note
Exhibit H    –    Form of Interest Election Request


    i

This REVOLVING CREDIT AGREEMENT is entered into as of October 15, 2020 among MILLICOM INTERNATIONAL CELLULAR S.A., a limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg, with its domicile and principal place of business located at 2 rue du Fort Bourbon, L-1249, Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 40630 as Borrower (in such capacity, the “Borrower”) and as Guarantor under Article IX hereof (in such capacity, the “Guarantor”), the Lenders from time to time party hereto, and THE BANK OF NOVA SCOTIA, as Administrative Agent (each, as defined below).
The parties hereto agree as follows:
ARTICLE I

DEFINITIONS
Section 1.01    Defined Terms. As used    in this Agreement, the following terms have the meanings specified below:
“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.
“Acquired Debt” means Debt of any Person: (a) incurred and outstanding on the date on which such Person (i) was acquired by the Borrower or any Restricted Subsidiary or (ii) is merged, consolidated, amalgamated or otherwise combined with (including pursuant to any acquisition of assets and assumption of related liabilities) the Borrower or any Restricted Subsidiary; or (b) incurred to provide all or part of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Subsidiary of the Borrower or any Restricted Subsidiary or was otherwise acquired by the Borrower or any Restricted Subsidiary; provided that, after giving pro forma effect to the transaction or transactions by which such Person became a Subsidiary of the Borrower or any Restricted Subsidiary or is merged, consolidated, amalgamated or otherwise combined with the Borrower or any Restricted Subsidiary, either (x) the Borrower is able to incur $1.00 of additional Debt under the Debt Incurrence Test or (y) the Total Net Leverage Ratio would not be greater than such ratio before giving effect to such transactions. Acquired Debt shall be deemed to have been incurred, with respect to clause (a) on the date such Person becomes a Subsidiary of the Borrower or any Restricted Subsidiary and, with respect to clause (b), on the date of consummation of such acquisition of assets.
“Additional Borrower” means any Restricted Subsidiary of the Borrower that becomes an Additional Borrower hereunder after the Closing Date pursuant to Section 2.21 hereof.
“Additional Borrower Joinder Agreement” means a joinder to this Agreement executed pursuant to Section 2.21 hereof in a form reasonably acceptable to the Administrative Agent and executed by the Administrative Agent, the Borrower and the Additional Borrower(s) becoming a party to this Agreement.
“Additional Commitment Lender” has the meaning assigned to such term in Section 2.22(d).
“Additional Credit Extension Amendment” means an amendment to this Agreement providing for any Incremental Commitments which shall be consistent with the applicable provisions of this Agreement relating to Incremental Commitments and otherwise satisfactory to the Administrative Agent and the Borrower.


minus
“Adjusted Term SOFR” means, for purposes of any calculation and subject to the provisions of Section 2.23(b), the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment; provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be the Floor.
“Administrative Agent” means The Bank of Nova Scotia, in its capacity as administrative agent for the Lenders hereunder, and any successor thereto appointed pursuant to Article VIII.
“Administrative Agent Fee Letter” means the Fee Letter, dated as of October 15, 2020 between the Borrower and the Administrative Agent.
“Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent.
“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.
“Agent Party” has the meaning assigned to such term in Section 10.01(d)(ii).
“Agreement” means this Revolving Credit Agreement, as amended, restated, supplemented or otherwise modified from time to time.
“Alternate Base Rate” means, for any day, a rate per annum equal to the eehighest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 0.50% and (c) Adjusted Term SOFR for a one (1) month tenor in effect on such day plus 1%e.
    2

Any change in the ABR due to a change in the Prime Rate, the Federal Funds Effective Rate or Adjusted Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or Adjusted Term SOFR, respectively.
“Annual Report” means the Millicom Annual Report for 2019.
“Anti-Corruption Laws” means any applicable anti-bribery or anti-corruption Laws, including without limitation the U.S. Foreign Corrupt Practice Act of 1977, the UK Bribery Act 2010 and the Canadian Corruption of Foreign Public Officials Act.
“Anti-Money Laundering Laws” means any applicable anti-money laundering Laws, including without limitation, the Bank Secrecy Act of 1970, the USA PATRIOT Act of 2001 and the Proceeds of Crime (Money Laundering) and Terrorism Financing Act of 2001, as amended.
“Applicable Margin” means, for any day:
(a)    from and including the Closing Date until changed in accordance with the provisions set forth in clause (b) below, (x) with respect to SOFR Loans, the rate per annum applicable to Level III in the Pricing Grid; and (y) with respect to ABR Loans, the rate per annum applicable to Level III in the Pricing Grid less 1.00%; and
(b)    from and including the fifth (5th) Business Day following the date on which a Compliance Certificate is delivered with respect to the Financial Quarter ending September 30, 2020 in accordance with Section 5.01(c)(i) and continuing with respect to each Financial Quarter thereafter, (1)(x) with respect to SOFR Loans, the applicable rate per annum determined by reference to Total Net Leverage Ratio for the preceding Financial Quarter in accordance with the Pricing Grid; and (y) with respect to ABR Loans, the applicable rate per annum determined by reference to the Total Net Leverage Ratio for the preceding Financial Quarter in accordance with the Pricing Grid less 1.00%, in each case, (2) plus or minus, as the case may be, the ESG-Based Pricing Ratchet (it being understood that the ESG-Based Pricing Ratchet (i) may be a discount or premium as provided in the ESG Pricing Scale and (ii) shall be non-cumulative).
Except as provided in the final paragraph of this definition, each change in the Applicable Margin based on the delivery of a Compliance Certificate in accordance with Section 5.01(c)(i) shall become effective on the fifth (5th) Business Day immediately following the date on which a Compliance Certificate is delivered pursuant to Section 5.01(c)(i) and shall continue in effect for the period from and including such date through the date immediately preceding the effective date of the next such change. In the event that any Compliance Certificate delivered pursuant to Section 5.01(c)(i) is determined to be inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher or lower Applicable Margin for any period (an “Applicable Margin Period”) than the Applicable Margin applied for such Applicable Margin Period, then (a) the Borrower shall promptly (and in any event within five (5) Business Days) following such determination deliver to the Administrative Agent a correct Compliance Certificate required by Section 5.01(c)(i) for such Applicable Margin Period, (b) the Applicable Margin for such Applicable Margin Period shall be determined as if the Total Net Leverage Ratio were determined based on the amounts set forth in such correct Compliance Certificate and (c)(x) the Borrower shall promptly (and in any event within ten (10) Business Days) following delivery of such corrected Compliance Certificate pay to the Administrative Agent the accrued additional interest and unused commitment fee owing as a result of such increased Applicable Margin for such Applicable Margin Period; provided, that any accrued additional interest and unused commitment fee required to be paid pursuant to this clause (c)(x) shall not be deemed overdue or constitute a Default or an Event of Default (whether retroactively or otherwise) unless the Borrower fails to pay to the Administrative Agent such accrued additional interest or unused commitment fee within ten (10) Business Days following delivery of the corrected Compliance Certificate or (y) to the extent that, as a result of such inaccuracy, the Borrower paid to any Lender any interest or unused commitment fee in excess of the amounts the Borrower should have paid to such Lender, then such Lender, if and to the extent it remains a Lender on such Interest Payment Date, shall, in consultation with the Administrative Agent, credit such excess payment of interest or unused commitment fees (as applicable) against the amount of accrued interest and unused commitment fees owing by the Borrower to such Lender on the next Interest Payment Date.
    3

Notwithstanding the foregoing, the Applicable Margin determined pursuant to the Pricing Grid shall be based on the rate per annum set forth in Level I of the Pricing Grid if the Borrower fails to deliver the consolidated financial statements required to be delivered pursuant to Section 5.01(a) or Section 5.01(b) (or a related Compliance Certificate), in each case within the time periods specified herein for such delivery, during the period commencing on and including the day of the occurrence of an Event of Default resulting from such failure and until the delivery thereof.
“Applicable Maturity Date” has the meaning assigned to such term in Section 2.22(a).
“Applicable Percentage” means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments.
“Approved Jurisdiction” means each of Luxembourg, Netherlands, Spain, the United States and England & Wales, in each case unless such jurisdiction is a Sanctioned Country.
“Asset Disposition” means any transfer, conveyance, sale, lease or other disposition by any Loan Party or any Restricted Subsidiary (including a consolidation or merger or other sale of any such Restricted Subsidiary with, into or to another Person in a transaction in which such Restricted Subsidiary ceases to be a Restricted Subsidiary, but excluding a disposition by a Restricted Subsidiary to any Loan Party or a Restricted Subsidiary which is an 80% or more owned Restricted Subsidiary) of (i) shares of Capital Stock (other than directors’ qualifying shares and shares to be held by third parties to satisfy applicable legal requirements) or other ownership interests of a Restricted Subsidiary, (ii) substantially all of the assets of any Loan Party or any Restricted Subsidiary representing a division or line of business or (iii) other assets or rights of any Loan Party or any Restricted Subsidiary outside of the ordinary course of business; provided that the term “Asset Disposition” shall not include Permitted Disposals.
“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.
“Authorized Officer” means any of the Chief Executive Officer, President, Chief Operating Officer, Executive Vice President, Senior Vice President, Vice President, Financial Officer or General Counsel of the Borrower, or, in the case of any Additional Borrower, each individual listed in the certificate delivered by such Additional Borrower pursuant to Section 4.01(c)(iii).
“Availability Period” means the period from and including the Closing Date to but excluding the earlier of the Maturity Date and the date of termination of the Commitments.
    4

“Available Commitment” means, as to any Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Commitment then in effect minus (b) such Lender’s Credit Exposure then outstanding; provided, that in calculating any Lender’s Credit Exposure solely for the purpose of determining such Lender’s Available Commitment pursuant to Section 2.12(a), the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero.
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, and any successor statute.
“Bankruptcy Event” means, with respect to any Lender, such Lender or its direct or indirect parent company becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof so long as such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or the European Union from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.
“Basel III” means:
(a)    the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;
(b)    the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement - Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and
(c)    any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”.
    5

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.
“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.
“Board” means the Board of Governors of the Federal Reserve System of the United States of America.
“Borrower” has the meaning assigned to such term in the preamble.
“Borrowing” means (a) Loans of the same Type and Class, made, converted or continued on the same date and, in the case of SOFR Loans, as to which a single Interest Period is in effect or (b) a Swingline Loan.
“Borrowing Request” has the meaning assigned to such term in Section 2.03.
“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City, Luxembourg and Toronto are authorized or required by law to remain closed.
“Capital Lease Obligation” of any Person means the obligation to pay rent or other payment amounts under a lease of real or personal property of such Person which is required to be classified and accounted for as a capital lease on the balance sheet of such Person in accordance with IFRS. The stated maturity of such obligation shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. The principal amount of such obligation shall be the capitalized amount thereof that would appear on the balance sheet of such Person in accordance with IFRS.
“Capital Stock” of any Person means any and all shares, interests, participation or other equivalents (however designated) of corporate stock or other equity participation, including partnership interests, whether general or limited, of such Person.
“Cash Equivalents” means, with respect to any Person:
(a)    any direct obligations of, or obligations guaranteed by, the United States of America (or by any agency thereof), the United Kingdom or any member of the European Union to the extent such obligations or guarantees are backed by the full faith and credit of the United States, the United Kingdom or such member of the European Union and which have a remaining Weighted Average Life-to-Maturity of not more than one (1) year from the date of investment therein;
(b) term deposit accounts (excluding current and demand deposits), certificates of deposit, time deposits, money market deposits and bankers’ acceptances, in each case, issued by or held with (i) any Initial Lender, (ii) any bank or trust company which is organized under the laws of the United States of America, any state thereof, the United Kingdom, Switzerland, Canada, Australia or any member state of the European Union, which bank or trust company has capital, surplus and undivided profits aggregating in excess of $100 million (or the foreign currency equivalent thereof) and has outstanding debt which is rated no less than Investment Grade or higher by at least one Rating Agency; or (iii) money market funds rated at least AAA by at least one Rating Agency or managed by any Lender;
    6

(c)    repurchase obligations with a term of not more than seven (7) days for underlying securities of the types described in paragraph (a) entered into with any financial institution meeting the qualifications specified in paragraphs (b)(i) or (ii) above;
(d)    commercial paper having one of the two highest ratings obtainable from any of the Rating Agencies and in each case maturing within 365 days after the date of acquisition;
(e)    money market funds at least ninety-five percent (95%) of the assets of which constitute Cash Equivalents of the types described in paragraphs (a) through (d) of this definition;
(f)    with respect to any Person organized under the laws of, or having its principal business operations in, a jurisdiction outside the United States, the United Kingdom or the European Union, those investments that are of the same type as investments in clauses (a), (c) and (d) of this definition except that the obligor thereon is organized under the laws of the country (or any political subdivision thereof) in which such Person is organized or conducting business; and
(g)    up to $100,000,000 in the aggregate of term deposit accounts and overnight deposits held by such Person in countries where any member of the Restricted Group operates its business in accordance with this Agreement.
“CBIR” has the meaning assigned to such term in section 3.16.
“Change in Law” the occurrence after the date of this Agreement (or, with respect to any Lender, such later date on which such Lender becomes a party to this Agreement) of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the interpretation or application thereof by any Governmental Authority or (c) compliance by any Lender or any Issuing Bank (or, for purposes of Section 2.15(b), by any Lending Office of such Lender or by such Lender’s or any Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated, introduced or implemented by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III or CRD IV, or any law or regulation that implements or applies Basel III or CRD IV, shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.
“Change of Control” means the occurrence of any of the following events:
(a)    any Person becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Borrower, measured by voting power rather than number of shares;
(b)    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 Borrower and its Subsidiaries taken as a whole to any Person; or
    7

(c)    a plan relating to the liquidation or dissolution of the Borrower is adopted.
For purposes of this definition, “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the 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 Exchange Act), 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.
“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans or Swingline Loans.
“Closing Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 10.02).
“Code” means, at any date, the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder, all as the same may be in effect at such date.
“Commitment” means, with respect to each Lender, the commitment of such Lender to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.09, (b) increased from time to time pursuant to Section 2.04, and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04. The initial amount of each Lender’s Commitment is set forth on Schedule I, or in the Additional Credit Extension Amendment or the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. The initial aggregate amount of the Lenders’ Commitments is $600,000,000.
“Communications” has the meaning assigned to such term in Section 10.01(d)(ii).
“Compliance Certificate” has the meaning assigned to such term in Section 5.01(c).
“Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period,” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions and other technical, administrative or operational matters) that the Administrative Agent decides (in consultation with the Obligors) may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides in consultation with the Obligors that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides in consultation with the Obligors is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).
    8

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.
“Consolidated EBITDA” means, for any period, operating profit of the Borrower and its Restricted Subsidiaries, as the case may be, as such amount is determined on a consolidated basis in accordance with IFRS, plus the sum of the following amounts, in each case, without duplication (losses shall be added (as a positive number) and gains shall be deducted, in each case, to the extent such amounts were included in calculating operating profit):
(a)    depreciation and amortization expenses;
(b)    the net loss or gain on the disposal and impairment of assets;
(c)    share-based compensation expenses;
(d)    at the Borrower’s option, as the case may be, other non-cash charges reducing operating profit (provided that if any such non-cash charge represents an accrual of or reserve for potential cash charges in any future period, the cash payment in respect thereof in such future period shall reduce operating profit to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period) less other non-cash items of income increasing operating income (excluding any such non-cash item of income to the extent it represents (i) a receipt of cash payments in any future period, (ii) the reversal of an accrual or reserve for a potential cash item that reduced operating income in any prior period and (iii) any non-cash gains with respect to cash actually received in a prior period so long as such cash did not increase operating income in such prior period);
(e)    any material extraordinary, one-off, non-recurring, exceptional or unusual gain, loss, expense or charge, including any charges or reserves in respect of any restructuring, redundancy, relocation, refinancing, integration or severance or other postemployment arrangements, signing, retention or completion bonuses, transaction costs, acquisition costs, disposition costs, business optimization, information technology implementation or development costs, costs related to governmental investigations and curtailments or modifications to pension or postretirement benefits schemes, litigation or any asset impairment charges or the financial impacts of natural disasters (including fire, flood and storm and related events);
(f)    at the Borrower’s option, as the case may be, the effects of adjustments in its consolidated financial statements pursuant to IFRS (including inventory, property, equipment, software, goodwill, intangible assets, in process research and development, deferred revenue and debt line items) attributable to the application of recapitalization accounting or acquisition accounting, as the case may be, in relation to any consummated acquisition or joint venture investment or the amortization or write-off or write-down of amounts thereof, net of taxes;
(g)    any reasonable expenses, charges or other costs related to any sale of Capital Stock (other than Redeemable Stock), investment, acquisition, disposition, recapitalization or the incurrence of any Debt, in each case, as determined in good faith by a responsible financial or accounting officer of the Borrower;
(h)    any gains or losses on associates;
    9

(i)    any unrealized gains or losses due to changes in the fair value of equity investments;
(j)    any unrealized gains or losses due to changes in the fair value of Interest Rate, Currency or Commodity Price Agreements;
(k)    any unrealized gains or losses due to changes in the carrying value of put options in respect of Capital Stock of, or voting rights with respect to, any Subsidiary, Joint Venture or associate;
(l)    any unrealized gains or losses due to changes in the carrying value of call options in respect of Capital Stock of, or voting rights with respect to, any Subsidiary, Joint Venture or associate;
(m)    any net foreign exchange gains or losses;
(n)    at the Borrower’s option, as the case may be, any adjustments to reduce the impact of the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies;
(o)    accruals and reserves that are established or adjusted within twelve (12) months after the closing date of any acquisition that are so required to be established or adjusted as a result of such acquisition in accordance with IFRS;
(p)    any expenses, charges or losses to the extent covered by insurance or indemnity and actually reimbursed, or, so long as the Borrower or any Restricted Subsidiary has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer or indemnifying party and only to the extent that such amount is in fact reimbursed within three hundred sixty-five (365) days of the date of the insurable or indemnifiable event (net of any amount so added back in any prior period to the extent not so reimbursed within the applicable three hundred sixty-five (365)-day period);
(q)    the amount of proceeds received from business interruption insurance and reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any acquisition, Investment or any sale, conveyance, transfer or other disposition of assets;
(r)    any net gain (or loss) realized upon any Sale/Leaseback Transaction that is not sold or otherwise disposed of in the ordinary course of business, determined in good faith by a responsible financial or accounting officer of the Borrower;
(s)    the amount of loss on the sale or transfer of any assets in connection with an asset securitization program, receivables factoring transaction or other receivables transaction (including, without limitation, a Qualified Receivables Transaction); and
(t)    Specified Legal Expenses.
For the purposes of calculating Consolidated EBITDA for any period, as of such date of determination:
    10

(i)    if, since the beginning of such period the Borrower or any Restricted Subsidiary has made any Asset Disposition or disposed of any company, any business, or any group of assets constituting an operating unit of a business (any such disposition, a “Sale”) including any Sale occurring in connection with a transaction causing a calculation to be made hereunder, then 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;
(ii)    if, since the beginning of such period the Borrower or any Restricted Subsidiary (by merger or otherwise) will have made an investment in any Person that thereby becomes a Subsidiary or otherwise acquires any company, any business, or any group of assets constituting an operating unit of a business (any such investment or acquisition, a “Purchase”), including any such Purchase occurring in connection with a transaction causing a calculation to be made hereunder, then Consolidated EBITDA for such period will be calculated after giving pro forma effect thereto as if such Purchase occurred on the first day of such period;
(iii)    if, since the beginning of such period, any Person (that became a Subsidiary was merged with or into the Borrower or any Restricted Subsidiary since the beginning of such period) will have made any Sale or any Purchase that would have required an adjustment pursuant to clauses (i) or (ii) above if made by the Borrower or any Restricted Subsidiary since the beginning of such period, Consolidated EBITDA for such period will be calculated after giving pro forma effect thereto as if such Sale or Purchase occurred on the first day of such period, including anticipated synergies and cost savings as if such Sale or Purchase occurred on the first day of such period;
(iv)    whenever pro forma effect is applied, the pro forma calculations will be as determined in good faith by a responsible financial or accounting officer of the Borrower (including in respect of anticipated synergies and cost savings) as though the full effect of such synergies and cost savings were realized on the first day of the relevant period and shall also include the reasonably anticipated full run rate cost savings effect (as calculated in good faith by a responsible financial or chief accounting officer of the Borrower) of cost savings programs that have been initiated by the Borrower or its Subsidiaries as though such cost savings programs had been fully implemented on the first day of such relevant period;
(v)    for the purposes of determining the amount of Consolidated EBITDA under this definition denominated in a foreign currency, the Borrower may, at its option, calculate the equivalent in Dollars of such amount of Consolidated EBITDA based on either (i) the weighted average exchange rates for the relevant period used in the consolidated (if applicable) financial statements of the Borrower for such relevant period or (ii) the relevant currency exchange rate in effect on the date of execution of this Agreement; and
(vi)    the amount of fees payable by any Subsidiary of the Borrower to the Borrower or any Restricted Subsidiary in connection with the guaranties provided in
    11

connection herewith and any services rendered (including, without limitation, any management fees, value creation fees and similar fees) shall be excluded.
For the purpose of calculating Consolidated EBITDA, any Joint Venture Consolidated EBITDA shall be added to the amount determined in accordance with the foregoing.
“Consolidated Net Debt” means, with respect to the Borrower and its Restricted Subsidiaries on any date of determination, the sum without duplication of (a) the total amount of Debt of the Borrower and its Restricted Subsidiaries on a consolidated basis in accordance with IFRS, minus (b) the sum without duplication of (i) all Debt outstanding under Minority Shareholder Loans, plus (ii) other than for purposes of calculating Total Net Leverage Ratio in connection with the Pricing Grid, (A) all Debt outstanding in reliance on clause (c) of the definition of “Permitted Debt” plus (B) all Debt outstanding in reliance on clause (p) of the definition of “Permitted Debt,” plus (iii) any Debt which is a contingent obligation of the Borrower and its Restricted Subsidiaries on such date, plus (iv) the amount of cash and Cash Equivalents (other than cash or Cash Equivalents received from the incurrence of Debt by the Borrower and any of its Restricted Subsidiaries to the extent such cash or Cash Equivalents has not been subsequently applied or used for any purpose not prohibited by this Agreement) of the Borrower and its Restricted Subsidiaries, but excluding, for the avoidance of doubt, all Restricted Cash.
“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.
“CRD IV” means:
(a)    Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012; and
(b)    Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC.
“Credit Event” means any Borrowing or request for issuance, renewal or extension of any Letter of Credit.
“Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans and its LC Exposure and Swingline Exposure at such time.
“Credit Facilities” means, debt facilities, arrangements, instruments, trust deeds, note purchase agreements, indentures, purchase money financings, commercial paper facilities or overdraft facilities with banks or other institutions or investors providing for revolving credit loans, term loans, 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 or other Debt, 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 in each case, including all agreements, instruments and documents executed and delivered pursuant to or in connection with the foregoing (including, but not limited to, 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).
    12

Without limiting the generality of the foregoing, the term “Credit Facilities” shall include any agreements or instruments (i) changing the maturity of any Debt incurred thereunder or contemplated thereby, (ii) adding Subsidiaries of the Borrower as additional borrowers or guarantors thereunder, (iii) increasing the amount of Debt incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and conditions thereof.
“Credit Party” means each of the Administrative Agent, any Issuing Bank, the Swingline Lender and any other Lender, and the respective successors and assigns of each of the foregoing.
“Debt” means (without duplication), with respect to any Person, whether recourse is to all or a portion of the assets of such Person and whether or not contingent: (i) the principal of and premium, if any, in respect of every obligation of such Person for money borrowed; (ii) the principal of and premium, if any, in respect of every obligation of such Person evidenced by bonds, debentures, notes or other similar instruments; (iii) every reimbursement obligation of such Person with respect to letters of credit, bankers’ acceptances or similar facilities issued for the account of such Person (but only to the extent such obligations are not reimbursed within thirty (30) days following receipt by such Person of a demand for reimbursement); and (iv) the principal component of every obligation of the type referred to in clauses (i) through (iii) of another Person and all dividends of another Person the payment of which, in either case, such Person has guaranteed or is responsible or liable for, directly or indirectly, as obligor, guarantor or otherwise to the extent not otherwise included in the Debt of such Person. The “amount” or “principal amount” of Debt at any time of determination as used herein represented by (1) any Debt issued at a price that is less than the principal amount at maturity thereof, shall be the amount of the liability in respect thereof determined in accordance with IFRS, (2) any Redeemable Stock, shall be the maximum fixed redemption or repurchase price in respect thereof, and (3) any amount of Debt that has been cash-collateralized, to the extent so cash-collateralized, shall be excluded from any calculation of Debt. Notwithstanding anything else to the contrary, for all purposes under this Agreement, the amount of Debt incurred, repaid, redeemed, repurchased or otherwise acquired by the Borrower or any Restricted Subsidiary shall equal the liability in respect thereof determined in accordance with IFRS and reflected on such Person’s consolidated (if applicable) statement of financial position (but only to the extent considered “Debt” hereunder taking into account the exclusions below).
The term “Debt” shall not include:
(a) obligations described in paragraphs (i), (ii) and (iv) of the first paragraph of this definition of Debt that are incurred by a Restricted Subsidiary (the “Proceeds Recipient”) and owed to a bank or other lending institution (the “On-Lend Bank”) to facilitate the substantially concurrent on-lending of proceeds (the “Proceeds On-Loan”) from Debt incurred by the Borrower or any Restricted Subsidiary (other than the Proceeds Recipient) in compliance at all times with the Debt Incurrence Test to the extent (1) the principal obligations in respect of the Proceeds On-Loan are secured by security over cash granted in favor of the On-Lend Bank or any of its Affiliates in an amount not less than the principal amount of the Proceeds On-Loan, (2) the Proceeds On-Loan is put in place substantially concurrently with a loan by the Borrower or any Restricted Subsidiary (other than the Proceeds Recipient) to the On-Lend Bank (the “On-Lend Bank Borrowing”) pursuant to which the Proceeds Recipient is entitled to reduce the principal amount of the Proceeds On-Loan by an amount equal to the principal amount of the On-Lend Bank Borrowing if a default or acceleration occurs with respect to such On-Lend Bank Borrowing, or (3) the substantial risks and rewards of the Proceeds On-Loan are transferred, using a synthetic instrument or any other arrangement or agreement, from the On-Lend Bank to the Borrower or any Restricted Subsidiary (other than the Proceeds Recipient) in exchange for an amount not less than (x) the amount of cash granted in favor of the On-Lend Bank or any of its Affiliates, or (y) the outstanding amount of the On-Lend Bank Borrowing, as applicable, in each case as at the effective date of such transfer;
    13

(b)    any liability of the Borrower or any Restricted Subsidiary (other than the Proceeds Recipient) attributable to a synthetic instrument or any other arrangement or agreement described in clause (a)(3) above to the extent such obligation under the relevant instrument, arrangement or agreement has not come due but is classified as a financial liability in accordance with IFRS and recorded as a current liability on such Person’s consolidated statement of financial position;
(c)    any Restricted MFS Cash;
(d)    any liability of the Borrower or any Restricted Subsidiary attributable to a put option or similar instrument, arrangement or agreement entered into after the Closing Date granted by such Person relating to an interest in any other entity, in each case to the extent such option has not been exercised or such obligation under the relevant instrument, arrangement or agreement has not come due but is classified as a financial liability in accordance with IFRS, and recorded as a current liability on such Person’s consolidated statement of financial position;
(e)    any standby letter of credit, performance bond or surety bond or other similar third-party guaranty instrument provided by the Borrower or any Restricted Subsidiary that is customary in a Related Business to the extent such letters of credit or bonds or instruments are not drawn upon or, if and to the extent drawn upon, are honored in accordance with their terms;
(f)    solely for purposes of calculation of the Total Net Leverage Ratio, any intercompany debt or other liability owing from one member of the Restricted Group to another member of the Restricted Group;
(g)    any deposits or prepayments received by the Borrower or a Restricted Subsidiary from a customer or subscriber for its service and any other deferred or prepaid revenue;
(h)    any obligations to make payments in relation to earn outs;
(i)    Debt which is in the nature of equity (other than Redeemable Stock) or equity derivatives;
(j)    Capital Lease Obligations or operating leases;
(k)    Receivables sold or discounted, whether recourse or non-recourse, including for the avoidance of doubt any debt in respect of Qualified Receivables Transactions, including without limitation guarantees by a Receivables Entity of the obligations of another Receivables Entity;
(l)    pension obligations or any obligation under employee plans or employment agreements;
    14

(m)    any “parallel debt” obligations to the extent that such obligations mirror other Debt;
(n)    any payments or liability for assets acquired or services supplied deferred (including trade payables) in accordance with the terms pursuant to which the relevant assets were or are to be acquired or services were or are to be supplied;
(o)    the principal component or liquidation preference of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Redeemable Stock or, with respect to any Restricted Subsidiary, any Preferred Stock (including, in each case, any accrued dividends); and
(p)    the net obligations of such Person under any Interest Rate, Currency or Commodity Price Agreement.
Where Debt is denominated in a currency other than Dollars, the Borrower may, at its option, calculate the equivalent in Dollars of such amount of Debt based on either (i) the weighted average exchange rates for the relevant period used in the consolidated (if applicable) financial statements of the Borrower for such relevant period or (ii) the relevant currency exchange rate in effect on the date of execution of this Agreement; provided, that if the Borrower exercises the foregoing option at any time, it shall do so with respect to all (and not less than all) Debt outstanding at such time that is denominated in a currency other than Dollars.
“Debt Incurrence Test” has the meaning assigned to such term in Section 6.03(a).
“Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.
“Default” means any event or condition which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.
“Defaulting Lender” means any Lender that (a) failed to (i) fund any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder (unless such Lender is disputing in good faith whether it is contractually obliged to fund), (ii) fund any portion of its participations in Letters of Credit or Swingline Loans within two (2) Business Days of the date when due or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, or (b) has notified any Loan Party or any Credit Party or has made a public statement to the effect that it does not intend or expect to comply with any of its funding obligations under this Agreement or any other agreements in which it commits to extend credit (unless such Lender is disputing in good faith whether it is contractually obliged to fund), or (c) has failed, within three (3) Business Days after request by a Credit Party or any Loan Party, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in Letters of Credit and Swingline Loans under this Agreement (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) is, or has a direct or indirect parent company that is, the subject of a (i) Proceeding under any Debtor Relief Law, (ii) Bankruptcy Event or (iii) Bail- In Action. Any determination by the Administrative Agent or a Loan Party that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender upon delivery of written notice of such determination to the Credit Parties (in the case of a determination by a Loan Party) or to the Credit Parties and the Loan Parties (in the case of a determination by the Administrative Agent).
    15

“Designated Persons” means, at any time, (a) any Person identified on any sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Government of Canada, or other relevant sanctions authority, or (b) any Person owned or controlled by any such Person or Persons described in clause (a) or that is otherwise the target of Sanctions Laws such that dealing or otherwise engaging in business transactions or other activities with such Person are restricted.
“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event:
(a)    matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;
(b)    is convertible or exchangeable for Debt or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable solely at the option of the Borrower or a Restricted Subsidiary); or
(c)    is redeemable at the option of the holder of the Capital Stock in whole or in part,
(d)    in each case on or prior to the earlier of (a) the Maturity Date or (b) on which there are no Obligations outstanding, provided that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock; provided, further that any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Borrower to repurchase such Capital Stock upon the occurrence of a Change of Control or Asset Disposition shall not constitute Disqualified Stock if the terms of such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) provide that the Borrower may not repurchase or redeem any such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) pursuant to such provision prior to compliance by the Borrower with Section 6.02.
“Documentation Agent” means BNP Paribas, as documentation agent under this Agreement.
“Dollars” or “$” refers to lawful money of the United States of America.
“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein and Norway.
    16

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
“Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.
“Electronic System” means any electronic system, including e-mail, e-fax, Intralinks®, ClearPar® and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent and the Issuing Banks and any of its respective Related Parties or any other Person, providing for access to data protected by passcodes or other security systems.
“Environmental Laws” means all Laws applicable to the Borrower or any of its Subsidiaries relating to pollution, the preservation or protection of the environment (including without limitation air, water, land, subsurface strata, organisms, ecosystems, and biodiversity) or natural resources or harm to or the protection of human health or the health of animals or plants or the generation, manufacture, use, management, labeling, treatment, storage, handling, transportation, recycling or Release of, or exposure to, any Hazardous Material.
“Environmental Liability” means any liability or obligation (including any liability or obligation for or relating to damages, costs of environmental remediation, fines, penalties and indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) noncompliance with any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
“ERISA” means, at any date, the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder, all as the same may be in effect at such date.
“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.
“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) the failure of any Plan to satisfy the minimum funding standard of Section 412 and 430 of the Code or Sections 302 or 303 of ERISA applicable to such Plan, whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 303(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA (other than for PBGC premiums due but not delinquent under Section 4007 of ERISA) with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice of an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal (within the meanings of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in endangered or critical status, within the meaning of Title IV of ERISA.
    17

“ESG Assurance Provider” means ERM Certification and Verification Services (ERM CVS) or such other independent auditor or other qualified service provider appointed by the Borrower from time to time, which in each case is an external professional services firm qualified to verify, and regularly engaged in assessing, sustainability performance reporting.
“ESG Assurance Provider’s Certificate” means a certificate in the form of Attachment A to Exhibit F hereto, signed by an officer of the ESG Assurance Provider providing limited assurance with respect to the Borrower’s performance in relation to the ESG Targets during the most recently completed Financial Year.
“ESG-Based Pricing Ratchet” means, for any day:
(a)    from and including the Closing Date until changed in accordance with the provisions set forth in clause (b) below, zero; and
(b)    from and including the fifth (5th) Business Day following the date on which the ESG Reporting Certificate with respect to the Financial Year ending December 31, 2021 is required to be delivered in accordance with Section 5.01(c)(ii) and continuing with respect to each Financial Year thereafter, the applicable discount or premium determined by reference to the ESG Performance Outcome for the preceding Financial Year in accordance with the ESG Pricing Scale.
Each change in the ESG-Based Pricing Ratchet shall become effective on the fifth (5th) Business Day immediately following the date on which an ESG Reporting Certificate is required to be delivered pursuant to Section 5.01(c)(ii) and shall continue in effect for the period from and including such date through the date immediately preceding the effective date of the next such change. In the event that any ESG Reporting Certificate delivered pursuant to Section 5.01(c)(ii) is determined to be inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher or lower ESG-Based Pricing Ratchet for any period (an “ESG-Based Pricing Ratchet Period”) than the ESG-Based Pricing Ratchet applied for such ESG-Based Pricing Ratchet Period, then (a) the Borrower shall promptly (and in any event within five (5) Business Days) following such determination deliver to the Administrative Agent a correct ESG Reporting Certificate required by Section 5.01(c)(ii) for such ESG-Based Pricing Ratchet Period, (b) the ESG-Based Pricing Ratchet for such ESG-Based Pricing Ratchet Period shall be determined as if the ESG Performance Outcome were determined based on the information set forth in such correct ESG Reporting Certificate and (c)(x) the Borrower shall promptly (and in any event within ten (10) Business Days) following delivery of such corrected ESG Reporting Certificate pay to the Administrative Agent the accrued additional interest and unused commitment fees owing as a result of such increased ESG-Based Pricing Ratchet for such ESG-Based Pricing Ratchet Period; provided, that any accrued additional interest and unused commitment fees required to be paid pursuant to this clause (c)(x) shall not be deemed overdue or constitute a Default or an Event of Default (whether retroactively or otherwise) unless the Borrower fails to pay to the Administrative Agent such accrued additional interest or unused commitment fees within ten (10) Business Days following delivery of the corrected ESG Reporting Certificate or (y) to the extent that, as a result of such inaccuracy, the Borrower paid to any Lender any interest or unused commitment fees in excess of the amounts the Borrower should have paid to such Lender, then such Lender, if and to the extent it remains a Lender on such Interest Payment Date, shall, in consultation with the Administrative Agent, credit such excess payment of interest or unused commitment fees (as applicable) against the amount of accrued interest and unused commitment fees owing by the Borrower to such Lender on the next Interest Payment Date.
    18

If an ESG Target is no longer available, cannot be calculated or (in the opinion of the Borrower, acting reasonably) is no longer appropriate with respect to the Borrower, the Borrower and the ESG Coordinator shall negotiate in good faith (for a period of not more than 60 days) with a view to agreeing (i) the relevant new ESG Target(s) or (ii) a new ESG Pricing Scale relevant to the remaining ESG Targets, in each case to be approved by the Administrative Agent, the ESG Coordinator and each of the Required Lenders (and, in the case of clause (ii) above, each of the Lenders). Failure to reach an agreement, or failure of any such agreement to be approved by the Administrative Agent, the ESG Coordinator and each of the Required Lenders (and, in the case of clause (ii) above, each of the Lenders), in either case by the end of such 60 day negotiation period shall result in the occurrence of an “ESG Termination Event” on the first Business Day immediately following the end of such 60-day period.
In the event that the Borrower requests any extension of any Applicable Maturity Date pursuant to Section 2.22, the Borrower and ESG Coordinator may, at the Borrower’s option, negotiate in good faith (for a period of not more than 60 days) with a view to agreeing to new ESG Targets for purposes of determining the ESG-Based Pricing Ratchet to be applied as of the Financial Year following the Applicable Maturity Date until any proposed Extended Maturity Date, to be approved by the Administrative Agent, the ESG Coordinator, each of the Extending Lenders and, if applicable, each of the Additional Commitment Lenders. Failure to reach an agreement, or failure of any such agreement to be approved by the Administrative Agent, the ESG Coordinator, each of the Extending Lenders and, if applicable, each of the Additional Commitment Lenders, in either case, shall (x) not affect the extension of any Applicable Maturity Date and (y) result in the ESG-Based Pricing Ratchet being zero for any period in which there is no agreement as to applicable ESG Targets.
“ESG Coordinator” means DNB Bank ASA, Sweden Branch.
“ESG Full Discount” means that the relevant ESG Reporting Certificate delivered pursuant to Section 5.01(c) confirms that four ESG Targets have been achieved during the Financial Year covered by such ESG Reporting Certificate
“ESG Full Premium” means that (x) the relevant ESG Reporting Certificate delivered pursuant to Section 5.01(c) confirms that zero ESG Targets have been achieved during the Financial Year covered by such ESG Reporting Certificate or (y) the relevant ESG Reporting Certificate shall not have been delivered in accordance with Section 5.01(c).
“ESG Non-Adjustment” means that (x) the relevant ESG Reporting Certificate delivered pursuant to Section 5.01(c) confirms that two ESG Targets have been achieved during the Financial Year covered by such ESG Reporting Certificate or (y) an ESG Termination Event shall have occurred.
“ESG Partial Discount” means that the relevant ESG Reporting Certificate delivered pursuant to Section 5.01(c) confirms that three ESG Targets have been achieved during the Financial Year covered by such ESG Reporting Certificate.
“ESG Partial Premium” means that the relevant ESG Reporting Certificate delivered pursuant to Section 5.01(c) confirms that one ESG Target has been achieved during the Financial Year covered by such ESG Reporting Certificate.
    19

“ESG Performance Outcome” means, with respect to any completed Financial Year, the ESG Full Discount, the ESG Partial Discount, the ESG Non-Adjustment, the ESG Partial Premium or the ESG Full Premium, as the case may be. For the avoidance of doubt, only one ESG Performance Outcome shall apply at any time.
“ESG Pricing Scale” means the table shown immediately below setting forth the ESG-Based Pricing Ratchet applicable to the Facility based on the ESG Performance Outcomes:
ESG Performance Outcome ESG-Based Pricing Ratchet
ESG Full Discount
-0.10%
ESG Partial Discount
-0.05%
ESG Non-Adjustment
 Zero
ESG Partial Premium
 +0.05%
ESG Full Premium
 +0.10%

“ESG Reporting Certificate” means a certificate, in the form of Exhibit F hereto or any other form agreed to among the Administrative Agent, the ESG Coordinator and the Borrower, signed by the chief executive officer or the chief financial officer of the Borrower setting forth the Borrower’s performance in relation to the ESG Targets during the most recently completed Financial Year, accompanied by the ESG Assurance Provider’s Certificate.
“ESG Target” means ESG Target 1, ESG Target 2, ESG Target 3 or ESG Target 4.
“ESG Target 1” has the meaning given to such term in Schedule II hereto.
“ESG Target 1 Metric” has the meaning given to such term in Schedule II hereto.
“ESG Target 2” has the meaning given to such term in Schedule II hereto.
“ESG Target 2 Metric” has the meaning given to such term in Schedule II hereto.
“ESG Target 3” has the meaning given to such term in Schedule II hereto.
“ESG Target 3 Metric” has the meaning given to such term in Schedule II hereto.
“ESG Target 4” has the meaning given to such term in Schedule II hereto.
“ESG Target 4 Metric” has the meaning given to such term in Schedule II hereto.
“ESG Termination Event” has the meaning assigned to such term in the definition of “ESG-Based Pricing Ratchet.”
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
e
    20

“Event of Default” has the meaning assigned to such term in Section 7.01.
“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Recipient, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Recipient pursuant to a law in effect on the date on which (i) such Recipient acquires such interest in the Loan or Commitment or becomes a party to this Agreement (other than pursuant to an assignment request by an Obligor under Section 2.19(b)) or (ii) such Recipient (if the Recipient is a Lender) changes its Lending Office, except in each case to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes were payable either to such Recipient’s assignor immediately before such Recipient acquired such interest in the Loan or Commitment or became a party hereto or to such Recipient immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.17(f), and (d) any U.S. federal Taxes imposed under FATCA.
“Existing Facility Agreement” means that certain Facility Agreement dated January 27, 2017 between the Borrower, the lenders party thereto and DNB Bank ASA, Sweden branch, as administrative agent, as amended, supplemented or otherwise modified through the date hereof.
“Extended Maturity Date” has the meaning assigned to such term in Section 2.22(a).
“Extending Lender” has the meaning assigned to such term in Section 2.22(b).
“Extension Date” has the meaning assigned to such term in Section 2.22(a).
“Facility” means the Commitments and the Revolving Loans and Swingline Loans made, and Letters of Credit issued, thereunder.
“Fair Market Value” means, with respect to any asset or property, the sale value that would be obtained in an arm’s length free market transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith by the Chief Executive Officer or a Financial Officer of the Borrower.
“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or official practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.
“Federal Funds Effective Rate” means, for any day, a fluctuating interest rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing reasonably selected by the Administrative Agent; provided, that if the Federal Funds Effective Rate for any day is less than zero, the Federal Funds Effective Rate for such day will be deemed to be zero.
    21

“Financial Covenant” means the financial covenant set forth in Section 6.04.
“Financial Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower.
“Financial Quarter” means the period commencing on the day after one Quarter Date and ending on the next Quarter Date.
“Financial Year” means the annual accounting period of the Borrower ending on December 31 in each year.
“Fitch” means Fitch Ratings Inc. and any successor to its rating agency business.
“Floor” means a rate of interest equal to zero percent (0%).
“Foreign Lender” means a Recipient that is not a U.S. Person.
“Fund” means a trust, fund or other entity or Person which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets.
“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies exercising such powers or functions, such as the European Union or European Central Bank).
“Guaranteed Obligations” has the meaning assigned to such term in Section 9.01.
“Guarantor” has the meaning assigned to such term in the preamble.
“Hazardous Materials” means any material, substance or waste that is listed, regulated, or otherwise defined as hazardous, toxic or radioactive (or words of similar regulatory intent or meaning) under any Environmental Law, or the exposure to which or the Release of which could give rise to any Environmental Liability or is otherwise capable of harm to human health or the environment.
“Honor Date” has the meaning assigned to such term in Section 2.06(e)(i).
“IFRS” means international accounting standards within the meaning of the IAS Regulation 606/2002 to the extent applicable to the relevant financial statements.
“Increase Period” has the meaning assigned to such term in Section 6.04(b).
“Increased Amount Date” has the meaning assigned to such term in Section 2.04(a).
“Incremental Commitments” has the meaning assigned to such term in Section 2.04(a).
“Incremental Lender” has the meaning assigned to such term in Section 2.04(a).
    22

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Obligor under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.
“Initial Lender” means any of the initial lenders listed on Schedule I.
“Interest Election Request” means a request by an Obligor to convert or continue a Borrowing in accordance with Section 2.08 in the form of Exhibit H.
“Interest Payment Date” means (a) as to any ABR Loan, the last Business Day of each March, June, September and December and the date of termination of the Commitments, (b) as to any SOFR Loan, the last day of each Interest Period therefor and, in the case of any Interest Period of more than three (3) months’ duration, each day prior to the last day of such Interest Period that occurs at three (3) month intervals after the first day of such Interest Period, and the date of termination of the Commitments, and (c) as to any Swingline Loan, the last Business Day of each March, June, September and December and the date of termination of the Commitments.
“Interest Period” means with respect to each SOFR Borrowing, the period commencing on the date such SOFR Borrowing is made, or in the case of the continuation of a SOFR Borrowing the last day of the preceding Interest Period for such advance, and ending on the numerically corresponding day in the first (1st), third (3rd) or sixth (6th) calendar month thereafter as the Borrower may select in an appropriate notice (or such other period as selected by the Borrower in an appropriate notice and agreed to by the Administrative Agent, provided that, if such other period is shorter than six (6) months, such agreement by the Administrative Agent shall not require any further consent or instructions from the Lenders; and provided, further, that if such other period is longer than six (6) months, such agreement by the Administrative Agent shall require each Lender’s approval), except that each Interest Period that commences on the last Business Day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last Business Day of the appropriate subsequent calendar month; provided that, no tenor that has been removed from this definition pursuant to Section 2.23(e) shall be available for specification in such appropriate notice. Notwithstanding the foregoing: (a) if any Interest Period would otherwise end after the Maturity Date, such Interest Period shall end on such Maturity Date and (b) each Interest Period that would otherwise end on a day which is not a Business Day shall end on the immediately following Business Day (or, if such immediately following Business Day falls in the next calendar month, on the immediately preceding Business Day).
“Interest Rate, Currency or Commodity Price Agreement” means any forward contract, futures contract, swap, option or other financial agreement or arrangement (including, without limitation, caps, floors, collars and similar agreements) relating to, or the value of which is dependent upon, interest rates, currency exchange rates or commodity prices or indices (excluding contracts for the purchase or sale of goods in the ordinary course of business).
“Investment” by any Person means any direct or indirect loan, advance or other extension of credit or capital contribution (by means of transfers of cash or other property to others or payments for property or services for the account or use of others, or otherwise) to, or purchase or acquisition of Capital Stock, bonds, notes, debentures or other securities or evidence of Debt issued by, any other Person, including any payment on a guarantee of any obligation of such other Person, together with all items that are or would be classified as Investments on a statement of financial position (excluding the footnotes thereto) prepared in accordance with IFRS, but shall not include (a) trade accounts receivable in the ordinary course of business on credit terms made generally available to the customers of such Person, or (b) commission, travel, payroll, entertainment, relocation and similar advances to officers and employees and profit sharing and other employee benefit plan contributions made in the ordinary course of business.
    23

Except as otherwise provided in this Agreement, the amount of an Investment will be determined at the time the Investment is made and without giving effect to a subsequent change in value and, to the extent applicable, shall be determined based on the equity value of such Investment.
“Investment Grade” means (i) BBB- or above in the case of Fitch (or its equivalent under any successor Rating Categories of Fitch), (ii) Baa3 or above, in the case of Moody’s (or its equivalent under any successor Rating Categories of Moody’s), and (iii) the equivalent in respect of the Rating Categories of any other Rating Agencies.
“IRS” means the United States Internal Revenue Service.
“Issuing Bank” means each of The Bank of Nova Scotia, BGL BNP Paribas S.A. and J.P. Morgan SE, formerly known as J.P. Morgan AG, in each case, in its capacity as an issuer of Letters of Credit hereunder, and any successors in such capacity as provided in Section 2.06(i). The Borrower, the Administrative Agent and any Lender may agree in writing that such Lender may issue Letters of Credit hereunder, in which case the term “Issuing Bank” shall include such Lender with respect to the Letters of Credit issued by such Lender hereunder, and each reference to “Issuing Bank” shall mean the applicable Issuing Bank or all Issuing Banks, as the context may require.
“Joint Venture” means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity.
“Joint Venture Consolidated EBITDA” means an amount equal to the product of (i) the Consolidated EBITDA of any Joint Venture (determined in good faith by a responsible financial or accounting officer of the Borrower on the same basis as provided for in the definition of “Consolidated EBITDA” (with the exception of clause (i) and the last sentence thereof regarding the addition of any Joint Venture Consolidated EBITDA to the calculation) as if each reference to the Borrower in such definition was to such Joint Venture) whose financial results are not consolidated with those of such Person in accordance with IFRS and (ii) a percentage equal to the direct or indirect equity ownership percentage of the Borrower and/or any of its Subsidiaries in the Capital Stock of such Joint Venture and its Subsidiaries.
“KYC Requirements” has the meaning assigned to such term in Section 4.01(g).
“Law” means any law (including common law), statute, directive, regulation, rule, ordinance, code, requirement, binding agreement, statutory guidance, regulatory code of practice, judgment, order, executive order, decree, injunction, decision, determination or permit issued, entered into, or promulgated by or with a Governmental Authority.
“LC Commitment” means, as to any Issuing Bank, its commitment to issue Letters of Credit, and to amend or extend Letters of Credit previously issued by it, pursuant to Section 2.06, in an aggregate amount at any time outstanding not to exceed (a) in the case of any Issuing Bank party hereto as of the Closing Date, the amount set forth opposite such Issuing Bank’s name on Schedule I under the heading “Letter of Credit Commitments” and (b) in the case of any Lender that becomes an Issuing Bank following the Closing Date, that amount which shall be set forth in the written agreement by which such Lender shall become an Issuing Bank, in each case as the maximum outstanding amount of Letters of Credit to be issued by such Issuing Bank, as such commitment may be changed from time to time pursuant to the terms hereof or with the agreement in writing of such Issuing Bank, the Borrower, the Administrative Agent.
    24

The aggregate LC Commitments of all Issuing Banks shall be less than or equal to $100,000,000 at all times.
“LC Disbursement” means a payment made by any Issuing Bank pursuant to a Letter of Credit.
“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Obligors at such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.
“Lender Notice Date” has the meaning assigned to such term in Section 2.22(b).
“Lenders” means the Initial Lenders listed on Schedule I and any other Person that shall have become a party hereto pursuant to Section 2.04 or an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender and the Issuing Banks.
“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify a Borrower and the Administrative Agent which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate; provided, that such other office or offices, Affiliate or branch shall not increase the amounts payable by the Obligors under Section 2.15 or 2.17 (unless approved by the Borrower). Unless the context otherwise requires each reference to a Lender shall include its applicable Lending Office.
“Letter of Credit” means a letter of credit issued or to be issued by any Issuing Bank pursuant to this Agreement, which letter of credit shall be (a) a standby letter of credit or (b) solely to the extent agreed by the applicable Issuing Bank in its sole discretion, a commercial or “trade” letter of credit.
“Letter of Credit Request” means a request, substantially in the form attached hereto as Exhibit E, by the applicable Obligor for a Letter of Credit in accordance with Section 2.06.
“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.
“Limited Condition Transaction” means (i) any Investment or acquisition, including by way of merger, amalgamation or consolidation, in each case, by one or more of the Borrower and its Restricted Subsidiaries of any assets, business or Person whose consummation is not conditioned on the availability of, or on obtaining, third party financing and (ii) any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Debt requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment.
    25

“Loan Documents” means this Agreement, including without limitation, the schedules and exhibits hereto, the Administrative Agent Fee Letter, the Notes (if any), and any other document designated as a “Loan Document” by the Administrative Agent and the Borrower.
“Loan Parties” means the Obligors and the Guarantor.
“Loans” means the loans made by the Lenders to the Obligors pursuant to this Agreement.
“Luxembourg” means the Grand Duchy of Luxembourg.
“Luxembourg Commercial Code” means the Code de Commerce of Luxembourg.
“Luxembourg Companies Act” means the Luxembourg act dated 10 August 1915 on commercial companies, as amended.
“Luxembourg Loan Party” means each Loan Party organized under the laws of Luxembourg.
“Mandated Lead Arrangers” means, collectively, BGL BNP Paribas S.A. and The Bank of Nova Scotia, as joint bookrunners and joint mandated lead arrangers under this Agreement.
“Material Adverse Effect” means any event or circumstance that has a material adverse effect on (a) the ability of the Loan Parties (taken as a whole) to perform their payment obligations under the Loan Documents or (b) the validity or enforceability of the Credit Agreement or the rights or remedies of the Lenders thereunder.
“Material Intellectual Property” has the meaning assigned to such term in Section 5.05(b).
“Maturity Date” means October 15, 2025 (as such date may be extended in accordance with Section 2.22).
“Maximum Rate” has the meaning assigned to such term in Section 10.14.
“Minority Shareholder Loans” means Debt of a Restricted Subsidiary that is issued to and held by an equity owner of such Restricted Subsidiary, other than the Borrower or a Subsidiary of the Borrower.
“Moody’s” means Moody’s Investors Services, Inc. and any successor to its rating agency business.
“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.
“Non-Extending Lender” has the meaning assigned to such term in Section 2.22(b).
“Note” means any promissory note executed by an applicable Obligor to evidence the Loans made to it in accordance with Section 2.11(c), which shall be in the form of Exhibit G.
    26

“Obligations” means the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and LC Disbursements and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Obligors, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of the Obligors to any Credit Party, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Credit Parties that are required to be paid by any Obligor pursuant hereto) or otherwise.
“Obligors” means, collectively, the Borrower and any Additional Borrowers, and “Obligor” means any one of them individually.
“OFAC” means Office of Foreign Assets Control of the United States Department of the Treasury.
“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).
“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.19).
“Participant” has the meaning assigned to such term in Section 10.04(c).
“Participant Register” has the meaning assigned to such term in Section 10.04(c).
“Payment Office” means the office of the Administrative Agent specified in or determined in accordance with the provisions of Section 10.01.
“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.
“Periodic Term SOFR Determination Day” has the meaning assigned to such term in clause (a) of the definition of Term SOFR.
“Permitted Asset Swap” means the concurrent purchase and sale or exchange of related business assets or a combination of related business assets, cash and Cash Equivalents between the Borrower or any of its Subsidiaries and another Person.
“Permitted Debt” means:
(a)    any Debt under this Agreement in an aggregate amount not to exceed the amount thereof drawn on the Closing Date;
    27

(b)    Debt (other than Debt described in another clause of this definition) that is (x) outstanding on the date of this Agreement or (y) committed or mandated on the date of this Agreement and disclosed in writing to the Lenders and the Administrative Agent prior to such date;
(c)    Pari passu Debt of the Borrower or its Restricted Subsidiaries under Credit Facilities and any Permitted Refinancing Debt in respect thereof, in an aggregate principal amount at any one time outstanding that does not exceed an amount equal to the greater of (A) $900,000,000 and (B) eight percent (8%) of Total Assets, plus, (1) any accrual or accretion of interest that increases the principal amount of Debt under Credit Facilities and (2) in the case of any refinancing of Debt permitted under this clause (c) or any portion thereof, the aggregate amount of fees, underwriting discounts and commissions, premiums and other costs and expenses incurred in connection with such refinancing;
(d)    Debt owed by the Borrower to any of its Restricted Subsidiaries or Debt owed by any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary; provided, that (A) if the Borrower is the obligor on such Debt, such Debt must be unsecured and expressly subordinated (it being understood that any such subordination terms must be effective at the time such Debt is incurred; provided that, such subordination shall only apply during the existence of an Event of Default pursuant to clauses 7.01(a), (b), (h) or (i) or following an acceleration of the Loans pursuant to Section 7.01) to the prior payment in full in cash of all of the Borrower’s obligations under the Facility, and (B) either (x) the transfer or other disposition by the Borrower or such Restricted Subsidiary of any Debt so permitted to a Person (other than to the Borrower or any of its Restricted Subsidiaries) or (y) such Restricted Subsidiary ceasing to be a Restricted Subsidiary of the Borrower, will at the time of such transfer or other disposition, in each case, be deemed to be an incurrence of such Debt not permitted by this clause (d);
(e)    Acquired Debt;
(f)    Minority Shareholder Loans;
(g)    Permitted Refinancing Debt of the Borrower or any Restricted Subsidiary incurred in exchange for or the proceeds of which are used to refinance or refund or replace, or any extension or renewal of (including, in each case, successive refinancings, extensions and renewals), Debt of any such Person incurred in compliance with the Debt Incurrence Test or clauses (a), (b), (e) or this clause (g) of this definition, as the case may be;
(h)    Debt of the Borrower or any Restricted Subsidiary represented by letters of credit in order to provide security for workers’ compensation claims, health, disability or other employee benefits, payment obligations in connection with self- insurance or similar requirements of the Borrower or any Restricted Subsidiary in the ordinary course of business;
(i) customary indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the disposition of any assets of the Borrower or any Restricted Subsidiary, and earn-out provisions or contingent payments in respect of purchase price or adjustment of purchase price or similar obligations in acquisition agreements other than guarantees of Debt incurred by any Person acquiring all or any portion of such assets for the purpose of financing such acquisition; provided that the maximum aggregate liability in respect of each such incurrence of such Debt will at no time exceed the gross proceeds actually received by the Borrower or any Restricted Subsidiary in connection with the related disposition;
    28

(j)    obligations in respect of (i) customs, VAT or other tax guarantees, (ii) bid, performance, completion, guarantee, surety and similar bonds, including guarantees or obligations of the Borrower or any Restricted Subsidiary with respect to letters of credit supporting such obligations and (iii) the financing of insurance premiums, in each case, in the ordinary course of business and not related to Debt for borrowed money;
(k)    Debt of the Borrower or any Restricted Subsidiary arising from the honoring by a bank or other financial institution of a check, draft or similar instrument including, but not limited to, electronic transfers, wire transfers, netting services and commercial card payments, drawn against insufficient funds; provided that such Debt is extinguished within thirty (30) days of incurrence;
(l)    guarantees by the Borrower or any Restricted Subsidiary of Debt or any other obligation or liability of the Borrower or any Restricted Subsidiary (other than of any Debt incurred in violation of Section 6.03 hereof); provided, however, that if the Debt being guaranteed is subordinated in right of payment to the Loans or any guarantee of the Loans, then such guarantee shall be subordinated substantially to the same extent as the relevant Debt guaranteed;
(m)    Debt arising under borrowing facilities provided by a special purpose vehicle notes issuer to the Borrower or any Restricted Subsidiary in connection with the issuance of notes or other similar debt securities intended to be supported primarily by the payment obligations of the Borrower or any Restricted Subsidiary in connection with any vendor financing platform;
(n)    Debt of the Borrower or any Restricted Subsidiary in an aggregate outstanding principal amount which, when taken together with any Permitted Refinancing Debt in respect thereof and the principal amount of all other Debt incurred pursuant to this clause (n) and then outstanding, will not exceed 100% of the cash proceeds (net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available tax credit or deductions and any tax sharing arrangements)) received by the Borrower or any Restricted Subsidiary from the issuance or sale (other than to the Borrower or a Restricted Subsidiary) of its Minority Shareholder Loans or Capital Stock or otherwise contributed to the equity of the Borrower, in each case, subsequent to the date of execution of this Agreement (and in each case, other than through the issuance of Disqualified Stock or Preferred Stock);
(o) Debt consisting of (i) mortgage financings, asset backed financings, Purchase Money Obligations or other financings, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement (including, without limitation, in respect of tenant improvement) of property (real or personal), plant, equipment or other assets (including, without limitation, network assets) used or useful in the business of the Borrower or any Restricted Subsidiary or (ii) Debt otherwise incurred to finance the purchase, lease, rental or cost of design, development, construction, installation or improvement (including, without limitation, in respect of tenant improvement) of property (real or personal), plant, equipment or other assets (including, without limitation, network assets) used or useful in the business of the Borrower or any Restricted Subsidiary whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, and any Permitted Refinancing Debt in respect thereof, in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Debt incurred pursuant to this clause (o) will not exceed the greater of (1) $250,000,000 and (2) three percent (3%) of Total Assets at any time outstanding; or
    29

(p)    Debt not otherwise permitted to be incurred pursuant to clauses (a) through (o) above, which, together with any other outstanding Debt incurred pursuant to this clause (p), including any Permitted Refinancing Debt in respect thereof, has an aggregate principal amount at any time outstanding not in excess of the greater of (A) $300,000,000 and (B) four percent (4%) of Total Assets, plus, in the case of any refinancing of Debt permitted under this clause (p) or any portion thereof, the aggregate amount of fees, underwriting discounts and commissions, premiums and other costs and expenses incurred in connection with such refinancing.
In the event that an item of Debt meets the criteria of more than one of the types of Permitted Debt or is entitled to be incurred in accordance with the Debt Incurrence Test, the Borrower in its sole discretion may classify and from time to time reclassify such item of Debt or any portion thereof and only be required to include the amount of such Debt as one of such types.
“Permitted Disposals” means:
(a)    any dispositions of assets in a single transaction or series of transactions with an aggregate Fair Market Value in any calendar year of not more than the greater of (x) $25,000,000 and (y) 1% of Total Assets (with unused amounts in any calendar year being carried over to the next succeeding year subject to a maximum of the greater of $25,000,000 and 1% of Total Assets of carried over amounts for any calendar year);
(b)    any Specified Subsidiary Sale;
(c) any disposition of Tower Equipment, including any Sale/Leaseback Transaction; provided that any cash or Cash Equivalents received in connection with such disposition (the “Permitted Disposal Net Available Proceeds”) are applied, within 365 days of such disposition or Sale/Leaseback Transaction, at the Borrower’s option, to (i) repay, redeem, retire or cancel outstanding Senior Secured Debt; (ii) repurchase, prepay, redeem or repay Debt of the Borrower that ranks pari passu in right of payment to the Loans; (iii) to acquire all or substantially all of the assets of, or any Capital Stock of, another Related Business, if, after giving effect to any such acquisition of Capital Stock, the Related Business is or becomes a Restricted Subsidiary of the Borrower; (iv) to make a capital expenditure or acquire other assets (other than Capital Stock and cash or Cash Equivalents), rights (contractual or otherwise) and properties, whether tangible or intangible (including ownership interests) that are used or intended for use in connection with a Related Business; (v) to repay any outstanding Obligations hereunder; (vi) enter into a binding commitment to apply the Permitted Disposal Net Available Proceeds pursuant to sub-clauses (iii) or (iv) of this clause (c), provided that such binding commitment (or any subsequent binding commitment replacing the initial binding commitment that is entered into within 180 days following the aforementioned 365-day period) shall be treated as a permitted application of the such Permitted Disposal Net Available 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 (vii) any combination of the foregoing sub-clauses (i) through (vi) of this clause (c);
    30

(d)    a transfer of assets between or among the Borrower and/or any of its Restricted Subsidiaries;
(e)    the issuance of Capital Stock by a Restricted Subsidiary to any Obligor or to another Restricted Subsidiary;
(f)    any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a person (other than any Obligor or any Restricted Subsidiary) from whom such Restricted Subsidiary was acquired or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition;
(g)    the sale, lease or other transfer of products, services, accounts receivable, inventory or other assets in the ordinary course of business and any sale or other disposition of damaged, surplus, worn-out or (in the good faith judgement of the Borrower) obsolete assets;
(h)    dispositions in connection with Permitted Liens;
(i)    disposals of assets, rights or revenue not constituting part of the Related Business and other disposals of non-core assets acquired in connection with any acquisition permitted under this Agreement;
(j)    licenses and sublicenses of any Obligor or any Restricted Subsidiary in the ordinary course of business;
(k)    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;
(l)    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;
(m)    a transfer or disposition of assets that is governed by the provisions of Section 6.01(i) of this Agreement;
(n)    the sale or other disposition of cash or Cash Equivalents;
(o)    the foreclosure, condemnation or any similar action with respect to any property or other assets;
(p)    a transfer or disposition of assets that is governed by Section 6.07 of this Agreement;
    31

(q)    sales of accounts receivable and related assets or an interest therein of the type specified in the definition of “Qualified Receivables Transaction” to a Receivables Entity, and Investments in a Receivables Entity consisting of cash or securitization obligations;
(r)    any disposition or expropriation of assets or Capital Stock which any Obligor or any Restricted Subsidiary is required by, or made in response to concerns raised by, a regulatory authority or court of competent jurisdiction;
(s)    any disposition of Capital Stock, Debt or other securities of an Unrestricted Subsidiary;
(t)    disposal of non-core assets acquired in connection with any acquisition permitted under this Agreement;
(u)    any disposition of assets to a Person who is providing services related to such assets, the provision of which have been or are to be outsourced by any Obligor or any Restricted Subsidiary to such Person;
(v)    any disposition of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the Joint Venture parties set forth in Joint Venture arrangements and similar binding agreements; provided that any cash or Cash Equivalents received in connection with such disposition are applied, within 365 days of such disposition, at the Borrower’s option, in accordance with sub-clauses (i) through (vii) of clause (c) of this definition of “Permitted Disposals”;
(w)    any sale or disposition with respect to property built, repaired, improved, owned or otherwise acquired by any Obligor or any Restricted Subsidiary pursuant to customary sale and leaseback transactions, asset securitizations and other similar financings permitted by this Agreement;
(x)    any dispositions constituting the surrender of tax losses by any Obligor or a Restricted Subsidiary (i) to any Obligor or a Restricted Subsidiary; (ii) in order to eliminate, satisfy or discharge any tax liability of any person that was formerly a subsidiary of an Obligor which has been disposed of pursuant to a disposal permitted by the terms of this Agreement, to the extent that such Obligor or Restricted Subsidiary would have a liability (in the form of an indemnification obligation or otherwise) to one or more persons in relation to such tax liability if not so eliminated, satisfied or discharged;
(y)    the disposal of up to twenty-five percent (25%) of the outstanding ordinary shares or other Capital Stock of any of the Subsidiaries of the Borrower organized or operating in Tanzania in a public offering and listing on the Dar es Salaam Stock Exchange or any other exchange approved by the Borrower;
(z)    Permitted Asset Swaps; and
(aa)    any other disposal of assets not described in clauses (a) through (z) above consisting in the aggregate a value of ten percent (10%) or less of Total Assets.
“Permitted Investments” means (1) any loan made by any member of the Restricted Group to any other member of the Restricted Group, (2) loans or advances to employees and officers (or guarantees of intra-Restricted Group loans to employees or officers) in the ordinary course of business; (3) customary cash management, cash pooling or netting or setting off arrangements; and (4) the granting of Liens pursuant to clause (n) of the definition of Permitted Liens.
    32

“Permitted Interest Rate, Currency or Commodity Price Agreement” means any Interest Rate, Currency or Commodity Price Agreement entered into with one or more financial institutions in the ordinary course of business that is designed to protect against fluctuations in interest rates or currency exchange rates and which shall have a notional amount no greater than the payments due with respect to the Debt being hedged thereby, or in the case of currency or commodity protection agreements against currency exchange or commodity price fluctuations in the ordinary course of business relating to then existing financial obligations and not for purposes of speculation.
“Permitted Liens” means:
(a)    Liens for taxes, assessments or governmental charges or levies on the property of the Borrower or any Restricted Subsidiary if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision that shall be required in conformity with IFRS shall have been made therefor;
(b)    Liens imposed by law, such as statutory Liens of landlords’, carriers’, warehousemen’s and mechanics’ Liens and other similar Liens, on the property of the Borrower or any Restricted Subsidiary in the ordinary course of business arising solely by virtue of any statutory or common law (but not contractual) provisions relating to bankers’ Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depositary institution;
(c)    Liens on the property of the Borrower or any Restricted Subsidiary incurred in the ordinary course of business to secure performance of obligations with respect to statutory or regulatory requirements, performance bids, trade contracts, letters of credit performance or return-of-money bonds, surety bonds or other obligations of a like nature and incurred in a manner consistent with industry practice, in each case which are not incurred in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property and which do not in the aggregate impair in any material respect the use of property in the operation of the business of the Borrower and its Restricted Subsidiaries taken as a whole;
(d)    Liens on property at the time the Borrower or any Restricted Subsidiary acquired such property, including any acquisition by means of a merger or consolidation; provided, however, that any such Lien may not extend to any other property of the Borrower or any Restricted Subsidiary;
(e)    Liens on the property of a Person at the time such Person becomes a Restricted Subsidiary; provided, however, that any such Lien may not extend to any other property of the Borrower or any Restricted Subsidiary that is not a direct or, prior to such time, indirect Subsidiary of such Person (other than pursuant to after-acquired property clauses in effect with respect to such Lien at the time of acquisition on property of the type that would have been subject to such Lien notwithstanding the occurrence of such acquisition);
    33

(f)    pledges or deposits by the Borrower or any Restricted Subsidiary under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Debt) or leases to which the Borrower or any Restricted Subsidiary is party, or deposits to secure public or statutory obligations of any member of the Borrower or any Restricted Subsidiary or deposits for the payment of rent, in each case incurred in the ordinary course of business;
(g)    utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character;
(h)    Liens in favor of a credit card processor arising in the ordinary course of business under any processor agreement;
(i)    any provision for the retention of title to any property by the vendor or transferor of such property which property is acquired by the Borrower or any Restricted Subsidiary in a transaction entered into in the ordinary course of business of the Borrower or any Restricted Subsidiary and for which kind of transaction it is customary market practice for such retention of title provision to be included;
(j)    Liens arising by means of any judgment, decree or order of any court so long as any appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree or order have not been fully terminated or the period within which such proceedings may be initiated has not expired and any Liens that are required to protect or enforce rights in any administrative, arbitration or other court proceeding in the ordinary course of business;
(k)    Liens securing Debt of the Borrower or any Restricted Subsidiary under any Credit Facility;
(l)    Liens securing any Permitted Interest Rate, Currency or Commodity Price Agreement;
(m)    Liens securing Acquire Debt described in clause (a) of the definition thereof (provided that any Liens securing Permitted Refinancing Debt with respect thereto shall not be a Permitted Lien pursuant to this clause (m));
(n)    Liens on the Capital Stock or other securities or assets of any Unrestricted Subsidiary to secure Debt of that Unrestricted Subsidiary;
(o)    mortgages, liens, security interests, 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 Borrower or any Restricted Subsidiary has easement rights or on any real property leased by the Borrower or any Restricted Subsidiary or similar agreements relating thereto and any condemnation or eminent domain proceedings or compulsory purchase order affecting real property;
(p)    Liens existing on the date of execution of this Agreement;
(q)    Liens in favor of the Borrower or any Restricted Subsidiary;
    34

(r)    Liens securing customary indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the disposition of the Borrower or any Restricted Subsidiary, and earn-out provisions or contingent payments in respect of purchase price or adjustment of purchase price or similar obligations in acquisition agreements other than guarantees of Debt incurred by any Person acquiring all or any portion of such assets for the purpose of financing such acquisition;
(s)    Liens securing Debt of the Borrower or any Restricted Subsidiary arising from the honoring by a bank or other financial institution of a check, draft or similar instrument including, but not limited to, electronic transfers, wire transfers, netting services and commercial card payments, drawn against insufficient funds;
(t)    Liens on insurance policies and the proceeds thereof, or other deposits, to secure insurance premium financings in respect of the Borrower or any Restricted Subsidiary;
(u)    Liens arising from financing statement filings (or other similar filings in any applicable jurisdiction) regarding operating leases entered into by any Restricted Subsidiary in the ordinary course of business;
(v)    Liens on goods (and the proceeds thereof) and documents of title and the property covered thereby securing Debt in respect of commercial letters of credit issued to facilitate the purchase, shipment or storage of such inventory or other goods;
(w)    Liens for the purpose of securing the payment of all or a part of the purchase price of Capital Lease Obligations, Purchase Money Obligations or other payments incurred by the Borrower or any of its Restricted Subsidiaries to finance the acquisition, improvement or construction of, assets or property acquired or constructed in the ordinary course of business; provided that such Liens do not encumber any other assets or property of the Borrower or any Restricted Subsidiary other than such assets or property and assets affixed or appurtenant thereto;
(x)    Liens on property of any Restricted Subsidiary to secure Debt incurred in compliance with the Debt Incurrence Test or of the type described in clauses (h), (i), (j), (k) and (o) of the definition of “Permitted Debt”;
(y)    Liens on any escrow account used in connection with an acquisition of property or Capital Stock of any Person or pre-funding a refinancing of Debt otherwise permitted by this Agreement;
(y)    Liens on the Borrower’s and any Restricted Subsidiary’s deposits in favor of financial institutions arising from any netting or set-off arrangement substantially consistent with its current practice for the purpose of netting debt and credit balances substantially consistent with the Borrower’s or such Restricted Subsidiary’s existing cash pooling arrangements;
(aa) Liens incurred in the ordinary course of business of the Borrower or any Restricted Subsidiary with respect to obligations that do not exceed the greater of $500,000,000 or four percent (4%) of Total Assets at any one time outstanding and that do not in the aggregate materially detract from the value of the property of the Borrower, or materially impair the use thereof in the operation of business by the Borrower or its Restricted Subsidiaries;
    35

(bb)    Liens over cash or other assets that secure collateralized obligations incurred as Permitted Debt; provided that the amount of cash collateral does not exceed the principal amount of the Permitted Debt;
(cc)    Liens on Restricted MFS Cash of the Borrower or any Restricted Subsidiary in favor of the customers or dealers of, or third parties in relation to the provision of mobile financial services, in each case who provided such Restricted MFS Cash to the Borrower or such Restricted Subsidiary;
(dd)    Liens over rights under loan agreements relating to, or over notes or similar instruments evidencing, the on-loan of proceeds received by the Borrower or any Restricted Subsidiary from the issuance of Debt, which Liens are created to secure payment of such Debt;
(ee)    Liens on Receivables and related assets of the type described in the definition of “Qualified Receivables Transaction” incurred in connection with a Qualified Receivables Transaction, and Liens on Investments in Receivables Entities;
(ff)    Liens consisting of any right of set-off granted to any financial institution acting as a lockbox bank in connection with a Qualified Receivables Transaction;
(gg)    Liens for the purpose of perfecting the ownership interests of a purchaser of Receivables and related assets pursuant to any Qualified Receivables Transaction;
(hh)    Liens arising in connection with other sales of Receivables permitted hereunder without recourse to the Borrower or any of its Restricted Subsidiaries;
(ii)    Liens in    respect of the ownership interests in, or assets owned by, any Joint Ventures or similar arrangements, other than Joint Ventures or similar arrangements that are Restricted Subsidiaries, securing obligations of such Joint Ventures or similar agreements;
(jj)    any encumbrance or restriction (including, but not limited to, put and call arrangements) with respect to Capital Stock of any Joint Venture or similar arrangement pursuant to any Joint Venture or similar agreement; and
(kk)    Liens on the property of the Borrower or any Restricted Subsidiary to replace in whole or in part, any Lien described in the foregoing clauses (a) through (jj); provided that any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the Debt being refinanced or in respect of property that is the security for a Permitted Lien hereunder.
    36

“Permitted Refinancing Debt” means any renewals, extensions, substitutions, defeasances, discharges, refinancings or replacements (each, a “refinancing”) of any Debt of the Borrower or a Restricted Subsidiary pursuant to this definition, including any successive refinancings, as long as: (a) such Permitted Refinancing Debt is in an aggregate principal amount (or if incurred with original issue discount, an aggregate issue price) not in excess of the sum of: (i) the aggregate principal amount (or if incurred with original issue discount, the aggregate accreted value plus all accrued interest) then outstanding of the Debt being refinanced; and (ii) an amount necessary to pay any fees and expenses, including premiums and defeasance costs, related to such refinancing; (b) such Permitted Refinancing Debt has (i) a stated maturity that is either (X) no earlier than the stated maturity of the Debt being refinanced or (Y) after the stated maturity of the Loans and (ii) a Weighted Average Life-to-Maturity that is equal to or greater than the Weighted Average Life-to-Maturity of the Debt being refinanced; and (c) if the Debt being refinanced is subordinated in right of payment to the Loans, such Permitted Refinancing Debt is subordinated in right of payment to, the Loans on terms at least as favorable to the Lenders as those contained in the documentation governing the Debt being refinanced; and (d) if the Borrower was the obligor on the Debt being refinanced, such Permitted Refinancing Debt is incurred by the Borrower.
Permitted Refinancing Debt in respect of any Credit Facility or any other Debt may be incurred from time to time after the termination, discharge or repayment of all or any part of such Credit Facility or other Debt. Permitted Refinancing Debt shall not include any Debt of the Borrower or any Restricted Subsidiary that refinances Debt of an Unrestricted Subsidiary.
“Permitted Reorganization” means (a) an amalgamation, merger, consolidation, corporate reconstruction, or reorganization involving any Obligor where the entity formed by or surviving such amalgamation, merger, consolidation, corporate reconstruction, or reorganization is such Obligor; (b) an amalgamation, merger, consolidation, corporate reconstruction, or reorganization involving a Restricted Subsidiary (other than an Obligor) where the entity formed by or surviving such amalgamation, merger, consolidation, corporate reconstruction, or reorganization is a Restricted Subsidiary; (c) any liquidation, winding up, or dissolution of any Restricted Subsidiary that is not a Significant Subsidiary or an Obligor undertaken in connection with a corporate reorganization, provided that such liquidation, winding up, or dissolution is not materially adverse to the interests of the Lenders.
“Person” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, limited liability company or government or other entity.
“Plan” means any employee pension benefit plan within the meaning of Section 3(2) of ERISA (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which any Obligor or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4062 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.
“Platform” has the meaning assigned in Section 10.01(d)(i).
“Preferred Stock” of any Person means Capital Stock of such Person of any class or classes (however designated) that ranks prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to shares of Capital Stock of any other class of such Person.
“Pricing Grid” means the table shown immediately below setting forth the Applicable Margin applicable to the Facility based on Total Net Leverage Ratio set forth in each Compliance Certificate delivered pursuant to Section 5.01(c)(i) hereof:
Ratio
Level		 Total Net Leverage Ratio Applicable Margin
Level I
 ≥ 3.0x
2.75%
    37

Level II
 < 3.0x and ≥ 2.5x
2.50%
Level III
 < 2.5x and ≥ 2.0x
2.20%
Level IV
 < 2.0x and ≥ 1.5x
2.00%
Level V
 < 1.5x
1.75%

“Prime Rate” means the rate of interest per annum publicly announced from time to time by The Bank of Nova Scotia (or any replacement Administrative Agent) as its prime rate in effect at its office located at Toronto, Canada (or the principal office of any such replacement Administrative Agent) (which is not necessarily the lowest rate charged to any customer); each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.
“Pro-Rata Share” means, with respect to any Lender, the percentage of the total Credit Exposure and unused Commitments represented by such Lender’s Credit Exposure and unused Commitments.
“Proceeding” means any claim, action, suit, inquiry, investigation, or other proceeding by or before any Governmental Authority.
“Process Agent” has the meaning assigned to such term in Section 10.09(d).
“Prohibited Payment” has the meaning assigned to such term in Section 3.13(e).
“Purchase Money Obligations” means any Debt incurred to finance or refinance the acquisition, leasing, construction or improvement of property (real or personal) or assets (including Capital Stock), and whether acquired through the direct acquisition of such property or assets or the acquisition of the Capital Stock of any Person owning such property or assets, or otherwise.
“Qualified Acquisition” means an acquisition by the Borrower or any Restricted Subsidiary of any Person or the assets of any Person with an aggregate cash purchase price of at least $500,000,000 which has been designated to the Administrative Agent and the Lenders by an Authorized Officer of the Borrower as a “Qualified Acquisition.”
“Qualified Receivables Transaction” means any transaction or series of transactions that may be entered into by the Borrower or any Restricted Subsidiary pursuant to which such Person or its Subsidiaries may sell, convey or otherwise transfer to (i) a Receivables Entity (in the case of a transfer by such Person or any of its Subsidiaries) and (ii) any other Person (in the case of a transfer by a Receivables Entity), or may grant a Lien in, any Receivables (whether now existing or arising in the future) of such Person or any of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such Receivables, all contracts and all guarantees or other obligations in respect of such accounts receivable, the proceeds of such Receivables and other assets which are customarily transferred, or in respect of which Liens are customarily granted, in connection with asset securitization involving Receivables and any Interest Rate, Currency or Commodity Price Agreement entered into by such Person or any such Subsidiary in connection with such Receivables.
“Quarter Date” means each of March 31, June 30, September 30 and December 31.
“Rating Agency” means each of (i) Fitch, Moody’s and S&P or (ii) if any of Fitch, Moody’s or S&P are not making ratings of the Debt publicly available, an internationally recognized rating agency or agencies, as the case may be, selected by the Borrower, which will be substituted for any of Fitch, Moody’s or S&P, as the case may be.
    38

“Rating Category” means (i) with respect to Fitch, any of the following categories (any of which may include a “+” or “-”): AAA, AA, A, BBB, BB, B, CCC, CC, C, R, SD and D (or equivalent successor categories); (ii) with respect to Moody’s, any of the following categories (any of which may include a “1,” “2” or “3”): Aaa, Aa, A, Baa, Ba, B, Caa, Ca, and C (or equivalent successor categories), and (iii) the equivalent of any such categories of Fitch or Moody’s used by another Rating Agency, if applicable.
“Recast Regulation” has the meaning assigned to such term in Section 3.16.
“Receivable” means a right to receive payment arising from a sale or lease of goods or the performance of 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 and shall include, in any event, any items of property that would be classified as an “account,” “chattel paper,” “payment intangible” or “instrument” under the Uniform Commercial Code as in effect in the State of New York and any “supporting obligations” as so defined.
“Receivables Entity” means a wholly-owned Subsidiary of a Person (or another Person in which such Person or any Subsidiary of such Person makes an Investment or to which such Person or any Subsidiary of such Person transfers Receivables and related assets) which engages in no activities other than in connection with the financing of Receivables and which is designated by the board of directors or senior management of such Person as a Receivables Entity:
(a)    no portion of the Debt or any other obligations (contingent or otherwise) of which: (i) is guaranteed by such Person or any Subsidiary of such Person (excluding guarantees of obligations (other than the principal of, and interest on, Debt) pursuant to Standard Securitization Undertakings); (ii) is recourse to or obligates such Person or any Subsidiary of such Person in any way other than pursuant to Standard Securitization Undertakings; or (iii) subjects any property or asset of such Person or any Subsidiary of such Person, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings except, in each such case, certain Permitted Liens;
(b)    with which neither such Person nor any Subsidiary of such Person has any material contract, agreement, arrangement or understanding (except in connection with a purchase money note or Qualified Receivables Transaction) other than on terms not materially less favorable to such Person or such Subsidiary than those that might be obtained at the time from Persons that are not affiliates of such Person, other than fees payable in the ordinary course of business in connection with servicing Receivables; and
(c)    to which neither such Person nor any Subsidiary of such Person has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results (other than those related to or incidental to the relevant Qualified Receivables Transaction).
Any such designation by the board of directors or senior management of the Borrower shall be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a certified copy of the resolution of the board of directors or senior management of the Borrower giving effect to such designation or an certificate from an Authorized Officer of the Borrower certifying that such designation complied with the foregoing conditions.
    39

“Receivables Repurchase Obligation” means any obligation of a seller of Receivables in a Qualified Receivables Transaction 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, offset 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.
“Recipient” means (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank, as applicable.
“Redeemable Stock” of any Person means any Capital Stock of such Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or otherwise (including upon the occurrence of an event) matures or is required to be redeemed (pursuant to any sinking fund obligation or otherwise) or is convertible into or exchangeable for Debt or is redeemable at the option of the holder thereof, in whole or in part, at any time prior to the Maturity Date.
“Register” has the meaning assigned to such term in Section 10.04(b)(iv).
“Related Business” means (i) any business, services or activities engaged in by the Borrower or any of its Subsidiaries on the date of execution this Agreement and (ii) any business in which the Borrower or its Subsidiaries are engaged, directly or indirectly, that consists primarily of, or are related to, operating, acquiring, developing or constructing any telecommunications services (including, without limitation, fixed and mobile telephony, broadband internet, network-related services, cable television, broadcast content, network-neutral services, electronic, transactional, financial and commercial services related to the provision of telephony or internet services) and related businesses.
“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.
“Release” means any depositing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, migrating, leaching, seeping, dumping, placing, discarding, abandonment, or disposing into or through the environment (including abandonment or disposal of any barrel, container or other closed receptacle containing any Hazardous Materials).
“Repeating Representations” means the representations and warranties set forth in Sections 3.01, 3.05(b) (provided that, the reference to the date set forth in Section 3.05(b) shall be deemed a reference to the date of the latest audited financial statements delivered hereunder as of the date in which such Repeating Representation is deemed repeated), 3.08(d), 3.13 and 3.15.
“Required Lenders” means, at any time, Lenders having Credit Exposures and unused Commitments representing more than 50% of the sum of the total Credit Exposures and unused Commitments at such time; provided that, in the event any of the Lenders shall be a Defaulting Lender, then for so long as such Lender is a Defaulting Lender, “Required Lenders” means Lenders (excluding all Defaulting Lenders) having Credit Exposures and unused Commitments representing more than 50% of the sum of the total Credit Exposures and unused Commitments of such Lenders (excluding all Defaulting Lenders) at such time.
“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
    40

“Restricted Cash” means the sum of (i) Restricted MFS Cash and, without duplication, (ii) amount of cash that would be stated as “restricted cash” on the consolidated statement of financial position of any Person, as of such date in accordance with IFRS.
“Restricted Group” means the Borrower and its Restricted Subsidiaries.
“Restricted MFS Cash” means, as of any date of determination, an amount equal to any cash paid in or deposited by or held on behalf of any customer or dealer of, or any other third party in relation to, one or more of the Borrower and its Restricted Subsidiaries, if any, engaged in the provision of mobile financial services and designated as “restricted cash” on the consolidated statement of financial position of such Person, together with any interest thereon.
“Restricted Subsidiary” means any Subsidiary of the Borrower other than an Unrestricted Subsidiary.
“Revolving Loan” means a Loan made pursuant to Section 2.01 and Section 2.03.
“S&P” means Standard & Poor’s Rating Services, a Standard & Poor’s Financial Services LLC business, and any successor to its rating agency business.
“Sale/Leaseback Transaction” means an arrangement relating to property now owned or hereafter acquired whereby a Person or its Subsidiary transfers such property to another Person and such Person or such Subsidiary leases it from such other Person.
“Sanctioned Country” means a country, region or territory which is itself the subject or target of comprehensive, country-, region-, or territory-wide Sanctions Laws, including as of the date hereof Cuba, Iran, Syria, North Korea, and the Crimea region of Ukraine.
“Sanctions Laws” means any applicable economic or financial sanctions or trade embargoes, imposed, administered, promulgated, or enforced from time to time by the U.S. government (including without limitation those administered by OFAC), the European Union, Her Majesty’s Treasury, Canada, the United Nations Security Council or other relevant sanctions authority.
“SEC” means the Securities and Exchange Commission of the United State of America.
“Senior Secured Debt” means, as of any date of determination, any Debt of (a) the Borrower that is secured by a security interest in any assets of the Borrower or any of its Restricted Subsidiaries and/or (b) any Restricted Subsidiary of the Borrower, other than Debt incurred pursuant to clauses (h), (i), (j), (k), (l) and (o) of the definition of “Permitted Debt”.
“Significant Subsidiary” means, at the date of determination, any Restricted Subsidiary of the Borrower that (1) for the most recent Financial Year, accounted for more than 10% of Consolidated EBITDA or (2) as of the end of the most recent Financial Year, was the owner of more than 10% of Total Assets.
“SOFR” means, a rate equal to the secured overnight financing rate as administered by the SOFR Administrator. When used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to Term SOFR.
“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).
    41

“SOFR Loan” means a Loan that bears interest at a rate based on Adjusted Term SOFR, other than pursuant to clause (c) of the definition of “Alternate Base Rate.”
“Solvent” means, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person is generally paying its debts as they become due (whether at maturity or otherwise) and (d) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
“Specified Legal Expenses” means, to the extent not constituting an extraordinary, non-recurring or unusual loss, charge or expense, all attorneys’ and experts’ fees and expenses and all other costs, liabilities (including all damages, penalties, fines and indemnification and settlement payments) and expenses paid or payable in connection with any threatened, pending, completed or future claim, demand, action, suit, proceeding, inquiry or investigation (whether civil, criminal, administrative, governmental or investigative).
“Specified Subsidiary Sale” means the sale, transfer or other disposition of all of the Capital Stock, or all of the assets or properties of, (a) any Person, the primary purpose of which is to own Tower Equipment located in any market in which the Borrower or its Restricted Subsidiaries operate; (b) any Person which operates the Borrower’s or any Restricted Subsidiary of the Borrower’s mobile financial services business; (c) MKC Brilliant Services GmbH; and (d) Africa Internet Holding GmbH.
“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by a Person or any Subsidiary of such Person which are reasonably customary in a securitization of Receivables transactions, including, without limitation, those relating to the servicing of the assets of a Receivables Entity, it being understood that any Receivables Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.
“Step-Up Option” has the meaning assigned to such term in Section 6.04(b).
“Subsidiary” of any Person means (i) a corporation more than 50% of the combined voting power of the outstanding Voting Stock of which is owned, directly or indirectly, by such Person or by one or more other Subsidiaries of such Person or by such Person and one or more Subsidiaries thereof or (ii) any other Person (other than a corporation) in which such Person, or one or more other Subsidiaries of such Person or such Person and one or more other Subsidiaries thereof, directly or indirectly, has at least a majority ownership and power to direct the policies, management and affairs thereof.
“Swingline Borrowing” means a Borrowing of a Swingline Loan pursuant to Section 2.05.
“Swingline Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be its Applicable Percentage of the total Swingline Exposure at such time.
“Swingline Lender” means The Bank of Nova Scotia, in its capacity as lender of Swingline Loans hereunder.
    42

The Borrower, the Administrative Agent and any Lender may agree that such Lender may make Swingline Loans hereunder, in which case the term “Swingline Lender” shall include such Lender with respect to the Swingline Loans made by such Lender, and each reference to “Swingline Lender” shall mean the applicable Swingline Lender or all Swingline Lenders, as the context may require, or any successor Swingline Lender hereunder.
“Swingline Loan” means a Loan made pursuant to Section 2.05.
“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
“Term SOFR” means,
(a)    for any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and
(b)    for any calculation with respect to an ABR Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “ABR Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any ABR Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such ABR Term SOFR Determination Day.
“Term SOFR Adjustment” means a percentage equal to 0.10% per annum.
“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).
“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.
    43

“Test Period” means, as of any date of determination, the most recent period of four consecutive Financial Quarters ended on or prior to such date (taken as one accounting period) in respect of which financial statements for each such Financial Quarter (or the Financial Year comprised by such Financial Quarters) have been delivered or are required to have been delivered pursuant to Section 5.01(a) or (b). A Test Period may be designated by reference to the last day thereof (i.e., the “December 31st Test Period” of a particular year refers to the period of four consecutive Financial Quarters of the Borrower ended on December 31st of such year), and a Test Period shall be deemed to end on the last day thereof.
“Total Assets” means the consolidated total assets of the Borrower and its Restricted Subsidiaries as shown on the Borrower’s most recent consolidated statement of financial position prepared on the basis of IFRS prior to the relevant date of determination calculated to give pro forma effect to any acquisitions (including through mergers or consolidations) and dispositions that have occurred subsequent to such period, including any such acquisitions to be made with the proceeds of Debt giving rise to the need to calculate Total Assets.
“Total Net Leverage Ratio” means, as of any date of determination, the ratio of (i) Consolidated Net Debt outstanding as of such date to (ii) Consolidated EBITDA as of the last day of the most recently ended Test Period, in each case determined on a pro forma basis as if any Debt incurred on such date of determination had been incurred, or any Debt repaid, redeemed or repurchased on such date of determination had been repaid, redeemed or repurchased (as applicable), at the beginning of such Test Period; provided, however, that for purposes of the Debt Incurrence Test, the pro forma calculation of the Total Net Leverage Ratio shall not give effect to (i) any Permitted Debt incurred on such determination date (other than Acquired Debt), or (ii) the discharge on such determination date of any Permitted Debt to the extent that such discharge results from the proceeds incurred pursuant to any Permitted Debt (other than the discharge of Debt using proceeds of Acquired Debt). For the avoidance of doubt, in determining the Total Net Leverage Ratio, no cash or Cash Equivalents shall be included that are the proceeds of Debt in respect of which the pro forma calculation is to be made, unless such proceeds are committed to be used for debt repayment or refinancing.
“Tower Equipment” means passive infrastructure related to telecommunications services, excluding telecommunications equipment, but including, without limitation, towers (including tower lights and lightning rods), power breakers, deep cycle batteries, generators, voltage regulators, main AC power, rooftop masts, cable ladders, grounding, walls and fences, access roads, shelters, air conditioners and BTS batteries owned by the Borrower or any of its Restricted Subsidiaries.
“Transactions” means the execution, delivery and performance by the Loan Parties of this Agreement and the other Loan Documents, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.
“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to Term SOFR or the Alternate Base Rate.
“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.
    44

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
“United States” and “U.S. “ means the United States of America.
“Unreimbursed Amount” has the meaning assigned to such term in Section 2.06(e)(i).
“Unrestricted Subsidiary” means any Subsidiary of the Borrower designated as such in accordance with the terms of Section 6.10 of this Agreement.
“Unused Commitment Fee Rate” means, for any day and for any Commitment, a rate per annum equal to thirty percent (30%) of the Applicable Margin with respect to SOFR Loans made (or to be made) under such Commitment for such day.
“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.
“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.
“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 2.17(f)(ii)(B)(3).
“VAT” means:
(a)    any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112), as amended; and
(b)    any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.
“Voting Stock” of any person means Capital Stock of such Person which ordinarily has voting power for the election of directors (or persons performing similar functions) of such Person, whether at all times or only so long as no senior class of securities has such voting power by reason of any contingency.
“Weighted Average Life-to-Maturity” means, when applied to any Debt or Preferred Stock at any date, the number of years obtained by dividing (a) the then outstanding principal amount of such Debt or liquidation preference of such Preferred Stock, as the case may be, into (b) the total of the product obtained by multiplying (x) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal or upon mandatory redemption, including payment at final maturity, in respect thereof, by (y) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment.
“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.
“Withholding Agent” means any Obligor and the Administrative Agent.
    45

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.
Section 1.02    Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan” or a “Swingline Loan”) or by Type (e.g., a “SOFR Loan” or an “ABR Loan”) or by Class and Type (e.g., a “SOFR Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “SOFR Borrowing”) or by Class and Type (e.g., a “SOFR Revolving Borrowing”).
Section 1.03    Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (f) the word “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organization and (g) any reference to any law or regulation herein shall, unless specified, refer to such law or regulation as amended, modified or supplemented from time to time.
Section 1.04    Accounting Terms; IFRS. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, IFRS as in effect from time to time, to the extent applicable to the relevant terms, data, ratios and calculations. If there is a change to IFRS that might result in any material alteration in the commercial effect of any of the terms of this Agreement (a “Material IFRS Change”), the Loan Parties shall notify the Administrative Agent and, if the Administrative Agent so requests, deliver to the Administrative Agent sufficient information, in form and substance as may be reasonably required by the Administrative Agent, to enable the Lenders to determine whether the Financial Covenant (if applicable) has been complied with notwithstanding such Material IFRS Change.
    46

If the Loan Parties notify the Administrative Agent of a Material IFRS Change in accordance with this paragraph, then the Loan Parties and the Administrative Agent shall enter into negotiations in good faith with a view to agreeing any amendments to this Agreement which may be necessary to ensure that the Material IFRS Change does not result in any material alteration in the commercial effect of the terms of this Agreement, and if any amendments are agreed they shall take effect and be binding on the Loan Parties and the Credit Parties in accordance with their terms.
Section 1.05    Rounding. Any financial ratios required to be satisfied in order for a specific action to be permitted under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to the same number of decimal places by which such ratio is expressed herein (the “applicable decimal place”) and rounding the result up or down to the applicable decimal place.
Section 1.06    Time of Day. Unless otherwise specified, all references herein to times of day shall be references to New York City time (daylight or standard, as applicable).
Section 1.07    Currency Equivalents. Except as otherwise specified herein, all references herein or in any other Loan Document to a Dollar amount shall mean such amount in Dollars or, if the context so requires, any monetary amount in a currency other than Dollars, at any time of determination thereof, the amount of Dollars obtained by translating such other currency involved in such computation into Dollars at the spot rate for the purchase of Dollars with the applicable other currency as published in the Financial Times on the date that is two (2) Business Days prior to such determination.
Section 1.08    LIBOR Notification[Reserved]
.
    47

Section 1.09 Cashless Roll. Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue or rollover all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Obligors, the Administrative Agent and such Lender, and any such exchange, continuation or rollover shall be deemed to comply with any requirement hereunder or under any other Loan Document that any payment be made “in Dollars”, “in immediately available funds”, “in cash” or any other similar requirements.
Section 1.10    Luxembourg Terms. In the Loan Documents, a reference to (a) a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrator receiver, administrator or similar officer includes (i) any juge-commissaire or insolvency receiver (curateur) appointed under the Luxembourg Commercial Code, (ii) any liquidateur appointed under Articles 1100-1 to 1100-15 (inclusive) of the Luxembourg Companies Act, (iii) any juge-commissaire or liquidateur appointed under Article 1200-1 of the Luxembourg Companies Act (iv) any commissaire appointed under the Grand-Ducal decree of 24 May 1935 on the controlled management regime or under Articles 593 to 614 (inclusive) of the Luxembourg Commercial Code and (v) any juge délégué appointed under the Luxembourg act of 14 April 1886 on the composition to avoid bankruptcy, as amended; (b) a winding-up, administration or dissolution includes, without limitation, bankruptcy (faillite), liquidation, composition with creditors (concordat préventif de faillite), moratorium or reprieve from payment (sursis de paiement) and controlled management (gestion contrôlée); and (c) a Person being unable to pay its debts includes that Person being in a state of cessation of payments (cessation de paiements).
Section 1.11    Agent Disclaimer. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to Alternate Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, Alternate Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of Alternate Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Obligors. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain Alternate Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to any Obligor, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.
ARTICLE II

THE CREDITS
Section 2.01 Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to any Obligor from time to time on any Business Day from its applicable Lending Office during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Credit Exposure exceeding such Lender’s Commitment or (ii) the sum of the total Credit Exposures exceeding the total Commitments.
    48

Within the foregoing limits and subject to the terms and conditions set forth herein, the Obligors may borrow, prepay and re-borrow Revolving Loans.
Section 2.02    Loans and Borrowings.
(a)    Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.
(b)    Subject to Section 2.14, each Borrowing shall be comprised entirely of ABR Loans or SOFR Loans (in each case, denominated in Dollars), as the Obligors may request in accordance herewith. Each Swingline Loan shall be an ABR Loan unless otherwise agreed in accordance with Section 2.13(a). Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that (i) the making of such Loan by any domestic or foreign branch or Affiliate of such Lender shall not increase the payments due from the Obligors under Section 2.15 or 2.17 (unless approved by the Borrower); and (ii) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.
(c)    At the commencement of each Interest Period for any SOFR Borrowing, such Borrowing shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 or, if less, an amount that is equal to the entire unused balance of the total Commitments. At the time that each ABR Borrowing is made, such Borrowing shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Each Swingline Loan shall be in an amount that is an integral multiple of $100,000 and not less than $100,000. Borrowings of more than one Type and Class may be outstanding at the same time; provided that, at no time shall there be more than 15 Loans outstanding.
(d)    Notwithstanding any other provision of this Agreement, the Obligors shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
Section 2.03    Requests for Borrowings. To request a Borrowing, an Authorized Officer of the applicable Obligor shall notify the Administrative Agent of such request by electronic mail or telephone (if promptly confirmed by written notice consistent with such telephonic notice) (a) in the case of a SOFR Borrowing, not later than 1:00 p.m, New York City time, three (3) Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 9:00 a.m., New York City time, on the date of the proposed Borrowing; provided that any notice of a Swingline Borrowing shall be made in accordance with Section 2.05(b). Each such telephonic or electronically mailed notification shall be irrevocable and shall be confirmed promptly by hand delivery, electronic mail or telecopy to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit D or such other form approved by the Administrative Agent (each, a “Borrowing Request”) and signed by the applicable Obligor. Each such telephonic or electronically mailed notification and written Borrowing Request shall specify the following information in compliance with Section 2.02:
    49

(i)    the aggregate amount of the requested Borrowing;
(ii)    the date of such Borrowing, which shall be a Business Day;
(iii)    whether such Borrowing is to be an ABR Borrowing or a SOFR Borrowing;
(iv)    in the case of a SOFR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and
(v)    the location and number of the applicable Obligor’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07.
If no election as to the Type of a Borrowing is specified in the applicable Borrowing Request, then (x) if such Borrowing Request was delivered not later than 1:00 p.m, New York City time, three (3) Business Days before the date of the proposed Borrowing, the requested Borrowing shall be a SOFR Borrowing with an Interest Period of one month’s duration, or (y) if such Borrowing Request was delivered after such time, the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Borrowing, the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.
Section 2.04    Incremental Facilities.
(a)    On one or more occasions at any time after the Closing Date, the Obligors may by written notice to the Administrative Agent elect to request an increase to the existing Commitments (any such increase, the “Incremental Commitments” and the loans made thereunder, the “Incremental Loans”) in an aggregate amount not to exceed $300,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Obligors propose that such Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days (or such shorter period as may be agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent. Incremental Commitments may be provided by any existing Lender (it being understood that no existing Lender shall have an obligation to make, or provide commitments with respect to, an Incremental Loan) or by any other Person (each, an “Incremental Lender”); provided that any such Incremental Lender to whom any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Borrower, the Administrative Agent, the Issuing Banks and the Swingline Lender unless such Incremental Lender is an existing Lender (each of which approvals shall not be unreasonably withheld, conditioned or delayed). The terms and provisions of any Incremental Commitments shall be identical to the existing Commitments.
(b)    The effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of the following conditions precedent:
(i)    immediately prior to and after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereof, no Default or Event of Default shall exist;
    50

(ii)    the representations and warranties made or deemed made by the Obligors in Article III hereof shall be true and correct in all material respects on the Increased Amount Date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents;
(iii)    the Administrative Agent shall have received one or more Additional Credit Extension Amendments, providing for Incremental Commitments in the amount of such increase; and
(iv)    the Administrative Agent shall have received an opinion of counsel to the Loan Parties (in substantially the same form as delivered on the Closing Date which may at the option of the Borrower be delivered by internal counsel of the Loan Parties), and addressed to the Administrative Agent and the Lenders.
(c)    On each Increased Amount Date, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders shall assign to each of the Incremental Lenders, and each of the Incremental Lenders shall purchase from each of the existing Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Lenders and Incremental Lenders ratably in accordance with their Commitments after giving effect to the addition of such Incremental Commitments to the Commitments, (b) each Incremental Commitment shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan and (c) each Incremental Lender shall become a Lender with respect to its Incremental Commitment and all matters relating thereto.
(d)    The Administrative Agent shall notify the Lenders promptly upon receipt of notice of each Increased Amount Date and in respect thereof (y) the Incremental Commitments and the Incremental Lenders, and (z) in the case of each notice to any existing Lender, the respective interests in such Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section.
(e)    Any upfront fees payable to the Incremental Lenders shall be determined by the Borrower and the applicable Lenders.
(f)    The Incremental Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Obligors, the Incremental Lender and the Administrative Agent, and each of which shall be recorded in the Register. Each Additional Credit Extension Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.04.
(g)    Upon each increase in the Commitments pursuant to this Section,
(i) each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Incremental Lender, and each such Incremental Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (1) participations hereunder in Letters of Credit and (2) participations hereunder in Swingline Loans held by each Lender will equal the percentage of the aggregate Commitments of all Lenders represented by such Lender’s Commitments; and
    51

(ii)    if, on the date of such increase, there are Revolving Loans then outstanding, the Borrower shall prepay such Revolving Loans (and pay any additional amounts required pursuant to Section 2.15 in connection therewith) with the proceeds of Revolving Loans from the Incremental Lender(s) to the extent necessary in order that, after giving effect to such prepayments and borrowings, all Revolving Loans will be held ratably by the Lenders (including the Incremental Lender(s)) in accordance with their respective Commitments after giving effect to the applicable Incremental Commitment(s).
The Administrative Agent, the Issuing Banks and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this Section 2.04(g).
(h)    Any upfront fees payable to the Incremental Lenders shall be determined by the Borrower and the applicable Lenders.
Section 2.05    Swingline Loans.
(a)    Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance on the agreements of the Lenders set forth herein, agrees to make Swingline Loans to any Obligor from time to time on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000, (ii) the Credit Exposure of any Lender exceeding its Commitment or (iii) the sum of the total Credit Exposures exceeding the total Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, each Obligor may borrow, prepay and re-borrow Swingline Loans.
(b)    To request a Swingline Loan, an Authorized Officer of the Obligor shall notify the Administrative Agent of such request by telephone (confirmed by electronic mail or telecopy) or electronic mail, not later than 1:00 p.m. New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from such Obligor. The Swingline Lender shall make each Swingline Loan available to such Obligor by means of a credit to the general deposit account of such Obligor with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.
    52

(c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely, unconditionally and irrevocably agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire and fund participations in Swingline Loans pursuant to this paragraph is absolute, unconditional and irrevocable shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or a reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Revolving Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Obligors of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from any Obligor (or other party on behalf of any Obligor) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to such Obligor for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve any Obligor of any default in the payment thereof.
(d)    Any Swingline Lender may resign at any time by giving thirty (30) days’ prior notice to the Administrative Agent, the Lenders and the Borrower. After the resignation of a Swingline Lender hereunder, the retiring Swingline Lender shall remain a party hereto and shall continue to have all the rights and obligations of a Swingline Lender under this Agreement and the other Loan Documents with respect to Swingline Loans made by it prior to such resignation, but shall not be required to make any additional Swingline Loans.
Section 2.06    Letters of Credit.
(a)    General. Subject to the terms and conditions set forth herein, an Obligor may request the issuance of Letters of Credit (or the amendment or extension of an outstanding Letter of Credit), denominated and payable in Dollars, as the applicant thereof for the support of its or any Restricted Subsidiary’s obligations, by delivery of a written Letter of Credit Request to the Administrative Agent and the applicable Issuing Bank, at any time and from time to time during the Availability Period at least three (3) Business Days before the requested date of issuance, amendment or extension (or such shorter period as the applicable Issuing Bank and the Administrative Agent may agree), (i) requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended or extended and (ii) specifying (A) the date of issuance, amendment or extension (which shall be a Business Day), (B) the date on which such Letter of Credit is to expire (which shall comply with this Section 2.06), (C) the amount of such Letter of Credit, (D) the name and address of the beneficiary thereof and (E) such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the applicable Issuing Bank, such Obligor also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any such form of letter of credit application or other agreement submitted by an Obligor to, or entered into by an Obligor with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.
    53

(b)    Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the amount of such Letter of Credit available to be drawn at such time; provided that with respect to any Letter of Credit that, by its terms or the terms of any Letter of Credit related thereto, provides for one or more automatic increases in the available amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum amount is available to be drawn at such time.
(c)    Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal, reinstatement of amounts paid, or extension of an outstanding Letter of Credit), an Obligor shall hand deliver or telecopy (or transmit by electronic mail, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension, but in any event no less than three (3) Business Days or such shorter period as may be agreed by the Administrative Agent and the Issuing Bank) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed, reinstated or extended, and specifying the date of issuance, amendment, renewal, reinstatement or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, reinstate, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, such Obligor also shall submit a letter of credit application on the applicable Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such Obligor shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $100,000,000, (ii) the Credit Exposure of any Lender shall not exceed its Commitment (except as set forth in sub-section (v) below with respect to the applicable Issuing Bank), (iii) the sum of the total Credit Exposures shall not exceed the total Commitments, (iv) the aggregate LC Exposure of any Issuing Bank shall not, without the consent of such Issuing Bank (acting in its sole discretion), exceed its LC Commitment; and (v) each Issuing Bank’s LC Exposure plus any other extensions of credit under the Facility by such Issuing Bank shall not, without the consent of such Issuing Bank (acting in its sole discretion), exceed the Commitment then held by such Issuing Bank. No Issuing Bank shall be under any obligation to issue any Letter of Credit if (1) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or direct that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such Issuing Bank is not otherwise compensated hereunder) and which such Issuing Bank in good faith deems material to it, (2) any Lender is at that time a Defaulting Lender, if after giving effect to Section 2.20(a)(iii)(a), any Defaulting Lender’s LC Exposure remains outstanding, unless such Issuing Bank has entered into arrangements, including the delivery of cash collateral, reasonably satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s Defaulting Lender’s LC Exposure arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other LC Exposure as to which such Issuing Bank has Defaulting Lender LC
    54

Exposure or (3) the issuance of such Letter of Credit would violate any policies of such Issuing Bank applicable to letters of credit in general.
An Issuing Bank shall be under no obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(d)    Applicability of ISP and UCP. Unless otherwise expressly agreed by the applicable Issuing Bank and the Borrower (i) when a standby Letter of Credit is issued, the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) (the “ISP”) shall apply to such standby Letter of Credit and (ii) when a commercial or “trade” Letter of Credit is issued, the rules of the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the time of issuance) (the “UCP”) shall apply to such commercial or “trade” Letter of Credit. Notwithstanding the foregoing, no Issuing Bank shall be responsible to the Borrower for, and such Issuing Bank’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of such Issuing Bank required or permitted under any Law, order or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Laws or any order of a jurisdiction where such Issuing Bank or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the International Chamber of Commerce Banking Commission, the Bankers Association for Finance and Trade (BAFT), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such laws or practice rules.
(e)    Expiration Date. Each Letter of Credit shall expire (or be subject to termination by notice from the applicable Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension, which renewals or extensions, subject to clause (ii) hereof, may be automatic pursuant to the terms of such Letter of Credit so long as the applicable Issuing Bank shall have the right to prevent such renewal or extension at least once in each twelve month period) and (ii) the date that is five Business Days prior to the Maturity Date. Notwithstanding the foregoing, a Letter of Credit may have an expiration date that is not more than twelve (12) months after the Maturity Date so long as (1)(x) the applicable Obligor shall provide cash collateral to the Administrative Agent pursuant to and in accordance with Section 2.06(j) on or prior to forty-five (45) days before the Maturity Date in an amount equal to 102% of the LC Exposure with respect to all such Letters of Credit with expiry dates after the Maturity Date, or (y) absent such cash collateral referred to in sub-section (1)(x) above, such Letter of Credit is fully approved by the applicable Issuing Bank and all other Lenders; provided that, if the Lenders approve the issuance of such Letter of Credit without cash collateral as required under sub-section (1)(x) above, such cash collateral shall be required at the Maturity Date if such Letters of Credit remain outstanding at such date; (2) the obligations of the applicable Obligor under this Section 2.06 in respect of such Letters of Credit shall survive the Maturity Date and shall remain in effect until no such Letters of Credit remain outstanding and (3) each Lender shall remain obligated hereunder, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the applicable Obligor by the Administrative Agent after the Maturity Date until no such Letters of Credit remain outstanding.
    55

(f) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount or extending the expiration date thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the applicable Obligor on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the applicable Obligor for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including any amendment, renewal, reinstatement or extension of any Letter of Credit or the occurrence and continuance of a Default or Event of Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit at each time such Lender’s Commitment is amended pursuant to the operation of Section 2.22, as a result of an assignment in accordance with Section 10.04 or otherwise pursuant to this Agreement.
(g)    Reimbursement.
(i)    If any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the applicable Obligor shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on (i) the Business Day that the Obligor receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m., New York City time or (ii) the Business Day immediately following the day that such Obligor receives such notice, if such notice is not received prior to such time (the date so applicable, the “Honor Date”); provided that, if such Obligor fails to so reimburse such LC Disbursement by the Honor Date, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed LC Disbursement (the “Unreimbursed Amount”) and the amount of such Lender’s Applicable Percentage thereof. In such event, such Obligor shall be deemed to have requested an ABR Borrowing to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard for the minimum and multiples specified in Section 2.02(c) but subject to the amount of the unutilized Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Borrowing Request). Any notice given pursuant to the proviso of this Section 2.06(e)(i) may be given by telephone if immediately confirmed in writing (but the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice).
(ii)    Promptly following receipt of the notice set forth in the proviso of Section 2.06(e)(i) (and in any event, (i) if the notice is received prior to 11:00 a.m., not later than 2:00 p.m. on the Business Day such notice is received or (ii) if the notice is received after 11:00 a.m., on the immediately following Business Day), each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount, in Dollars, in the same manner as provided in Section 2.07 with respect to Revolving Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders, whereupon, subject to the provisions of section 2.06(e)(iii), each Lender that so makes funds available shall be deemed to have made an ABR Revolving Loan under the Commitments to such Obligor in such amount.
    56

(iii)    With respect to any Unreimbursed Amount that is not fully refinanced by an ABR Loan because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, then, promptly following receipt of the notice set forth in the proviso of Section 2.06(e)(i), each Lender shall pay to the Administrative Agent, for the account of the respective Issuing Bank, its Applicable Percentage of the Unreimbursed Amount, in Dollars, in the same manner as provided in Section 2.07 with respect to Revolving Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the applicable Obligor pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the applicable Issuing Bank, then to such Lenders and the applicable Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the applicable Issuing Bank for any LC Disbursement shall not constitute a Loan and shall not relieve any Obligor of its obligation to reimburse such LC Disbursement.
(h)    Obligations Absolute. Each Obligor’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the applicable Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, such Obligor’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the applicable Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by the respective Issuing Bank or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translation or any consequence arising from causes beyond the control of the applicable Issuing Bank; provided that the foregoing shall not be construed to excuse the applicable Issuing Bank from liability to any Obligor to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by such Obligor to the extent permitted by applicable Law) suffered by such Obligor that are caused by the applicable Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the applicable Issuing Bank (as finally determined by a court of competent jurisdiction), the applicable Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, (i) with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the applicable Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit, (ii) an Issuing Bank may replace a purportedly lost, stolen, or destroyed original Letter of Credit or missing
    57

amendment thereto with a replacement marked as such or waive a requirement for its presentation, (iii) this sentence shall establish the standard of care to be exercised by an Issuing Bank when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted by applicable Law, any standard of care inconsistent with the foregoing).
Without limiting the foregoing, none of the Administrative Agent, the Lenders, any Issuing Bank, or any of their Related Parties shall have any liability or responsibility by reason of (i) any presentation that includes forged or fraudulent documents or that is otherwise affected by the fraudulent, bad faith, or illegal conduct of the beneficiary or other Person, (ii) an Issuing Bank declining to take-up documents and make payment (A) against documents that are fraudulent, forged, or for other reasons by which that it is entitled not to honor or (B) following a Borrower’s waiver of discrepancies with respect to such documents or request for honor of such documents or (iii) an Issuing Bank retaining proceeds of a Letter of Credit based on an apparently applicable attachment order, blocking regulation, or third-party claim notified to such Issuing Bank.
An Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and such Issuing Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article VIII with respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article VIII included such Issuing Bank with respect to such acts or omissions, and (B) as additionally provided herein with respect to the such Issuing Bank.
(i)    Disbursement Procedures. The applicable Issuing Bank shall, within the time allowed by applicable Laws or the specific terms of the Letter of Credit, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the applicable Obligor in writing or by telephone (confirmed by electronic mail or telecopy) or electronic mail of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the applicable Obligor of its obligation to reimburse the applicable Issuing Bank and the Lenders with respect to any such LC Disbursement.
(j)    Interim Interest. If any Issuing Bank shall make any LC Disbursement, then, unless the applicable Obligor shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that such Obligor reimburses such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided that, if such Obligor fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section to reimburse the applicable Issuing Bank shall be for the account of such Lender to the extent of such payment.
(k) Replacement of the Issuing Bank. Any Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of any Issuing Bank. At the time any such replacement shall become effective, the Obligors shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b)(ii). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.
    58

(l)    Resignation of an Issuing Bank. Notwithstanding anything to the contrary contained herein, any Issuing Bank may, upon thirty (30) days’ written notice to the Borrower and Lenders, resign as an Issuing Bank; provided that, unless such Issuing Bank shall have ceased to be a Lender, on or prior to the expiration of such 30-day period with respect to such resignation, such Issuing Bank shall have identified a successor Issuing Bank acceptable to the Borrower (which acceptance shall not be unreasonably withheld, conditioned or delayed) willing (in its sole discretion) to accept its appointment as successor Issuing Bank (it being understood that the Borrower and such successor Issuing Bank shall agree upon such Issuing Bank’s LC Commitment, which amount shall not be less than that held by the resigning Issuing Bank, unless otherwise agreed to by the Borrower and such successor Issuing Bank). In the event of any such resignation of an Issuing Bank, the Borrower shall be entitled to appoint from among the Lenders willing (in its sole discretion) to accept such appointment, a successor Issuing Bank hereunder; provided that no failure by the Borrower to appoint any such successor shall affect the resignation of the relevant Issuing Bank, as the case may be; provided, further, that, for the avoidance of doubt, in the event that the Issuing Bank resigns as Issuing Bank and, as of the effective date of such resignation, no successor Issuing Bank is appointed in accordance with this Section, the Borrower’s appointment of a successor Issuing Bank thereafter shall not constitute the increase of a Commitment or the incurrence of an Incremental Loan. If an Issuing Bank resigns as an Issuing Bank, it shall retain all the rights and obligations of an Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an Issuing Bank and all Obligations (solely with respect to such Issuing Bank’s Commitment) with respect thereto (including the right to require the Lenders to make ABR Loans in the amount of the applicable LC Disbursements pursuant to Section 2.04(f), or fund risk participations made by such Issuing Bank and not reimbursed).
(m) Cash Collateralization. If (A) any Event of Default shall occur and be continuing or following an acceleration of the Loans, on the Business Day that any Obligor receives notice from the Administrative Agent or the Required Lenders (or, following an acceleration of the Loans, Lenders with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, or (B) required by Section 2.06(c), such Obligor shall deposit in an account established and maintained on the books and records of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to 102% of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Obligors described in Section 7.01(h) or (i). Such deposit shall be held by the Administrative Agent for the satisfaction of the LC Exposure and as collateral for the payment and performance of the Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Obligors’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Bank for LC Disbursements for which it has not been reimbursed, together with related fees, costs, and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Obligors for the LC Exposure at such time or, following an acceleration of the Loans (but subject to the consent of Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other Obligations. If an Obligor is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to such Obligor within three Business Days after all Events of Default have been cured or waived.
    59

(n)    Letters of Credit Issued for account of Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the applicable Issuing Bank hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.
Section 2.07    Funding of Borrowings.
(a)    Each Lender shall make each Loan to be made by it hereunder from its applicable Lending Office on the proposed date thereof by wire transfer of immediately available funds, in Dollars, by 12:00 noon (or, in the case of an ABR Loan requested for that same day, 2:00 p.m.), New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided that Swingline Loans shall be made as provided in Section 2.05. The Administrative Agent will make such Loans available to the Obligors by crediting the amounts so received, in like funds, by wire transfer by 4:00 p.m. New York City time, to an account of the applicable Obligor designated by the applicable Obligor in the applicable Borrowing Request; provided that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the applicable Issuing Bank.
(b)    Each Lender may make any Loan through any Lending Office; provided that (i) the making of such Loan through such Lending Office shall not increase the amounts payable by the Obligors under Section 2.15 or 2.17 (unless approved by the Borrower) and (ii) the exercise of this option shall not affect the obligation of such Obligor to repay the Loan in accordance with the terms of this Agreement.
(c)    Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the applicable Obligor a corresponding principal amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent within five (5) Business Days from the date on which the Administrative Agent made available to the applicable Obligor the corresponding principal amount, then the applicable Lender and the applicable Obligor severally agree to pay to the Administrative Agent forthwith on demand such corresponding principal amount with interest thereon, for each day from and including the date such amount is made available to the applicable Obligor to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of a payment to be made by such Obligor, (x) Term SOFR applicable to the relevant Borrowing in case such Borrowing is a SOFR Borrowing, or (y) the interest rate applicable to ABR Loans in case
    60

such Borrowing is an ABR Borrowing; provided, that the obligation of the Obligors to pay interest on the corresponding principal amount shall only apply to the extent that the Administrative Agent has not received the payment of interest thereon from the relevant Lender following demand. If both the Borrower and such Lender shall pay interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of interest paid by the Borrower for such period. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing. Any payment by an Obligor hereunder shall be without prejudice to any claim such Obligor may have against a Lender hereunder for failure to fund or thereafter make such payment to the Administrative Agent.
Section 2.08    Interest Elections.
(a)    Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Borrowing, shall have an initial Interest Period as specified in such Borrowing Request (or as otherwise provided in Section 2.03). Thereafter, an Obligor may elect to convert such Borrowing to a different Type or to continue such Borrowing as a Borrowing of the same Type and, in the case of a SOFR Borrowing, may elect Interest Periods therefor, all as provided in this Section. An Obligor may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings, which may not be converted or continued.
(b)    To make an election pursuant to this Section, an Authorized Officer of the applicable Obligor shall notify the Administrative Agent of such request by telephone or electronic mail (i) in the case of a conversion from or continuation of a SOFR Borrowing, not later than 1:00 p.m., New York City time, at least three (3) Business Days before the date of the proposed Borrowing, and (ii) in the case of a conversion to an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic or electronically mailed Interest Election Request shall be irrevocable and, in the case of a telephonic Interest Election Request, shall be confirmed promptly by hand delivery, electronic mail or telecopy to the Administrative Agent of a written Interest Election Request signed by such Obligor.
(c)    Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i)    the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii)    the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii)    whether the resulting Borrowing is to be an ABR Borrowing or a SOFR Borrowing; and
(iv)    if the resulting Borrowing is a SOFR Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.
    61

If any such Interest Election Request requests a SOFR Borrowing but does not specify an Interest Period, then the applicable Obligor shall be deemed to have selected an Interest Period of one month’s duration.
(d)    Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e)    If an Obligor fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the applicable Obligor (provided that no such notice shall be required following an Event of Default under Section 7.01(h) or (i)), then, so long as an Event of Default is continuing (i) no outstanding Borrowing under such Facility may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.
Section 2.09    Termination and Reduction of Commitments.
(a)    Unless previously terminated, the Commitments shall terminate on the Maturity Date.
(b)    The Borrower may at any time terminate, or from time to time reduce, the Commitments; provided that the Obligors shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the sum of the Credit Exposures would exceed the total Commitments.
(c)    The Obligors shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by an Obligor pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Obligors may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Obligors (by notice to the Administrative Agent on or prior to the specified closing date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments (except for a termination of the Commitment of (x) a Defaulting Lender or (y) a Lender that is unable to make or maintain SOFR Loans, in each case, in accordance with Section 2.19).
Section 2.10    Repayment of Loans; Evidence of Debt.
(a) Each Obligor hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender, the then unpaid principal amount of each Revolving Loan on the Maturity Date, and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Maturity Date and the fifth (5th) Business Day after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, the Obligors shall repay all Swingline Loans then outstanding. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Obligors to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.
    62

(b)    The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Obligors to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.
(c)    The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence absent manifest error of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Obligors to repay the Loans in accordance with the terms of this Agreement.
Section 2.11    Prepayment of Loans; Evidence of Debt.
(a)    Each Obligor shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (except as provided in Section 2.16), subject to prior notice in accordance with paragraph (b) of this Section.
(b)    An Authorized Officer of the applicable Obligor shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) or electronic mail of any prepayment hereunder (i) in the case of prepayment of a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type and Class as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the applicable Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.
(c)    Any Lender may request through the Administrative Agent that Loans of any Class made by it be evidenced by a promissory note. In such event, the Borrower shall execute and deliver to such Lender a Note, payable to such Lender or its registered assigns.
Section 2.12    Fees.
    63

(a) From the Closing Date until the last day of the Availability Period, the Obligors agree to pay to the Administrative Agent, for the account of each Lender, an unused commitment fee for the period from and including the Closing Date to the last day of the Availability Period, computed at the Unused Commitment Fee Rate on the average daily amount of the Available Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on each the last Business Day of each of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the Closing Date; provided that any unused commitment fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Obligors so long as such Lender shall be a Defaulting Lender except to the extent that such unused commitment fee shall otherwise have been due and payable by the Obligors prior to such time; and provided, further, that no unused commitment fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. All unused commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(b)    The Obligors agree to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to SOFR Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee at the rate of 0.125% on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as each Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including each Interest Payment Date shall be payable on the third (3rd) Business Day following such last day, commencing on the first such date to occur after the Closing Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to each Issuing Bank pursuant to this paragraph shall be payable within sixty (60) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(c)    The Obligors agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times specified in the Administrative Agent Fee Letter or as otherwise separately agreed upon between the Borrower and the Administrative Agent.
(d)    All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each Issuing Bank, in the case of fees payable to it) for distribution, in the case of unused commitment fees and participation fees, to the applicable Lenders. Fees paid shall not be refundable under any circumstances; provided that, excess unused commitment fee payments by any Obligor may be credited against accrued unused commitment fees payable by such Obligor, but only to the extent and on the terms and subject to the conditions expressly provided for in the definitions of “Applicable Margin” and “ESG-Based Pricing Ratchet”.
Section 2.13    Interest.
    64

(a)    The Loans comprising each ABR Borrowing\ shall bear interest at the Alternate Base Rate plus the Applicable Margin. Swingline Loans shall bear interest at the Alternate Base Rate plus the Applicable Margin.
(b)    The Loans comprising each SOFR Borrowing shall bear interest at Adjusted Term SOFR for the Interest Period in effect for such Borrowing plus the Applicable Margin.
(c)    Notwithstanding the foregoing, if an Event of Default under Section 7.01(a) or (b) has occurred and is continuing, all overdue Obligations (which shall include all Obligations following an acceleration of the Loans pursuant to Section 7.01, including an automatic acceleration) shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, two percent (2.0%) plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount (including interest), two percent (2.0%) plus the rate otherwise applicable to ABR Revolving Loans as provided in paragraph (a) of this Section; provided that no interest pursuant to this paragraph (c) shall accrue or be payable to a Defaulting Lender so long as such Lender shall be a Defaulting Lender.
(d)    Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any SOFR Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.
(e)    All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate and Adjusted eTerm SOFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.
(f)    In connection with the use or administration of Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document (except for consultation with the Obligors as provided in the definition of “Conforming Changes”). The Administrative Agent will promptly notify the Loan Parties and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.
Section 2.14    Alternate Rate of Interest. Subject to Section 2.23 hereof, if prior to the commencement of any Interest Period for a gSOFR Loan:
(a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that e“Adjusted Term SOFR” cannot be determined pursuant to the definition thereof; or
    65

(b)    the Administrative Agent is advised by the Required Lenders that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any such Interest Period with respect to any existing or proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent;
then, in each case, the Administrative Agent shall give prompt notice thereof to the Loan Parties and each Lender.
Upon notice thereof by the Administrative Agent to the Loan Parties, any obligation of the Lenders to make SOFR Loans, and any right of an Obligor to continue SOFR Loans or to convert ABR Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (A) any Obligor may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Obligors will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans in the amount specified therein and (B) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest    Period. Upon any such conversion, the Obligors shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 2.16. Subject to Section 2.23, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on ABR Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determination.
Section 2.15    Increased Costs. (a) If any Change in Law shall:
(i)    impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge, liquidity or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any Issuing Bank;
    66

(ii)    impose on any Lender or any Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or
(iii)    subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;
and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any SOFR Loan (or of maintaining its obligation to make any such Loan), such Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then upon request of such Lender, Issuing Bank, or other Recipient, the applicable Obligor will pay to such Lender, such Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, such Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered; provided, that no Obligor shall be obligated to pay any such compensation unless the Lender or other Recipient requesting such compensation is also requesting compensation as a result of such Change in Law from other similarly situated customers under agreements relating to similar credit transactions that include provisions similar to this Section 2.15(a).
(b)    If any Lender or any Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or any Lending Office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the applicable Obligor will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank for any such reduction suffered; provided, that no Obligor shall be obligated to pay any such compensation unless the Lender or other Recipient requesting such compensation is also requesting compensation as a result of such Change in Law from other similarly situated customers under agreements relating to similar credit transactions that include provisions similar to this Section 2.15(b).
(c)    A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the applicable Obligor and shall be conclusive absent manifest error. Such Obligor shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within sixty (60) days after receipt thereof.
(d)    Failure or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to the provisions of Sections 2.15, or 2.17 shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that no Obligor shall be
    67

required to compensate a Lender or an Issuing Bank pursuant to the provisions of Sections 2.15 or 2.17 for any increased costs incurred or reductions suffered more than 270 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies such Obligor of the event giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor; provided further that, if the event giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.
Section 2.16    Break Funding Payments. In the event of (a) the prepayment of any principal of any SOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any SOFR Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any SOFR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(b) and is revoked in accordance therewith), or (d) the assignment of any SOFR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by an Obligor pursuant to Section 2.19, then, in any such event, such Obligor shall compensate each Lender for the loss, cost and expense attributable to such event (excluding loss of profits). In the case of a SOFR Loan, such loss, cost or expense to any Lender shall be deemed to be the amount determined by such Lender to be the excess, if any, by which (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at Term SOFR, as applicable, that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), exceeds (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits of a comparable amount and period from other banks in the relevant market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the applicable Obligor and shall be conclusive absent manifest error. The applicable Obligor shall pay such Lender the amount shown as due on any such certificate within sixty (60) days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that no Obligor shall be required to compensate a Lender pursuant to this Section for any amount incurred more than sixty (60) days prior to the date that such Lender notifies such Obligor of such Lender’s claim for compensation therefor.
Section 2.17    Payments Free of Taxes.
(a)    Any and all payments by or on account of any obligation of any Obligor under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Law. If any applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Obligor shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
    68

(b)    Payment of Other Taxes by the Obligors. The Obligors shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes.
(c)    Evidence of Payments. Within thirty (30) days after the date of any payment of Taxes by any Obligor to a Governmental Authority pursuant to this Section 2.17 (or, if receipts or evidence are not available within 30 days, as soon as practicable thereafter), such Obligor shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.
(d)    Indemnification. The applicable Obligor shall indemnify each Recipient, within sixty (60) days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17) payable or paid by such Recipient and any documented and reasonable expenses arising therefrom or with respect thereto, or required to be withheld or deducted from a payment to such Recipient, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Any Recipient claiming indemnity pursuant to this Section 2.17(d) shall notify the Obligors of the imposition of the relevant Indemnified Taxes as soon as reasonably practicable after the Recipient becomes aware of such imposition. The Obligors shall not be required to compensate any Recipient pursuant to this Section 2.17(d) for any interest, additions to tax or penalties that accrue more than 270 days prior to the date that such Recipient notifies such Obligor of the imposition of the relevant Indemnified Taxes. A certificate as to the amount of such payment or liability delivered to the applicable Obligor by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
(e)    Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within sixty (60) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Obligors to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.04(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any documented and reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).
(f) Status of Lenders. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Obligors and the Administrative Agent, at the time or times reasonably requested by the Obligors or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Obligors or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Obligors or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Obligors or the Administrative Agent as will enable the Obligors or the Administrative Agent to determine whether or not such Recipient is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient.
    69

(ii)    Without limiting the generality of the foregoing, in the event that any Obligor is a U.S. Person:
(A)    any Recipient that is a U.S. Person shall deliver to such Obligor and the Administrative Agent on or prior to the date on which such Recipient becomes a party to this Agreement (and from time to time thereafter upon the reasonable request of such Obligor or the Administrative Agent), executed originals or certified copies of IRS Form W-9 certifying that such Recipient is exempt from U.S. federal backup withholding tax;
(B)    any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Obligor and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a party to this Agreement (and from time to time thereafter upon the reasonable request of such Obligor or the Administrative Agent), whichever of the following is applicable:
(1)    in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals or certified copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;
(2)    executed originals or certified copies of IRS Form W-8ECI claiming that specified payments (as applicable) hereunder or any other Loan Documents (as applicable) constitute income that is effectively connected with such Foreign Lender’s conduct of a trade or business in the United States or IRS Form W-8EXP;
(3)    in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit C-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of such Obligor within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals or certified copies of IRS Form W-8BEN or IRS Form W-8BEN-E; or
    70

(4)    to the extent a Foreign Lender is not the beneficial owner, executed originals or certified copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit C-2 or Exhibit C-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit C-4 on behalf of each such direct and indirect partner;
(C)    any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Obligor and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a party to this Agreement (and from time to time thereafter upon the reasonable request of such Obligor or the Administrative Agent), executed originals or certified copies of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit such Obligor or the Administrative Agent to determine the withholding or deduction required to be made; and
(D)    if a payment made to a Recipient under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Recipient shall deliver to such Obligor and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by such Obligor or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by such Obligor or the Administrative Agent as may be necessary for such Obligor and the Administrative Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Loan Parties and the Administrative Agent in writing of its legal inability to do so. Notwithstanding any other provision of this paragraph (f), a Recipient shall not be required to deliver any form that such Recipient is not legally eligible to deliver.
    71

(g) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes (for this purpose, including any credit against, relief or remission for, or repayment of any Tax (a “Tax Credit”), in each case, in lieu of a refund) as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but (x) only to the extent of indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund or Tax Credit and (y), with respect to any Tax Credit, only to the extent such party has obtained, utilized and retained such Tax Credit), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g) in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.
(h)    VAT.    All amounts set out in, or expressed to be payable under, a Loan Document by any party to a Credit Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to the second paragraph of this Section 2.17(h), if VAT is chargeable on any supply made by any Credit Party to any party under a Loan Document and such Credit Party is required to account to the relevant tax authority for the VAT, such Credit Party shall promptly provide an appropriate VAT invoice to such party and, provided that such an invoice has been provided, that party shall pay to such Credit Party (in addition to and at the same time as paying any other consideration for such supply) or, according with the Council Directive 2006/112/EC as amended, an amount equal to the amount of the VAT or, where applicable, directly account for such VAT at the appropriate rate under the reverse charge procedure provided for by Article 196 of Council Directive 2006/112/EC, as amended and implemented by any relevant member state of the European Union.
If VAT is or becomes chargeable on any supply made by any Credit Party (the Supplier) to any other Credit Party (the Recipient) under a Loan Document, and any party other than the Recipient (the Relevant Party) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):
(i)    (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party shall also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient shall (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and.
(ii)    (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party shall promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.
Where a Loan Document requires any party to reimburse or indemnify a Credit Party for any costs or expenses, that party shall also at the same time reimburse or indemnify (as the case may be) the Credit Party against all VAT incurred by the Credit Party in respect of such costs or expenses but only to the extent that the Credit Party (reasonably) determines that it is not entitled to credit or repayment from the relevant tax authority in respect of the VAT.
    72

Any reference in this clause (h) to any party shall, at any time when that party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC as amended (or as implemented by any relevant member state of the European Union)) so that a reference to a party shall be construed as a reference to that party or the relevant group or unity (or fiscal unity) of which that party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be).
In relation to any supply made by a Credit Party to any party under a Loan Document, if reasonably requested by such Credit Party, that party shall promptly provide such Credit Party with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Credit Party’s VAT reporting requirements in relation to such supply.
(i)    Survival. Each party’s obligations under this Section 2.17 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.
(j)    Defined Terms. For purposes of this Section 2.17, the term “Lender” includes any Issuing Bank and the term “applicable law” includes FATCA.
Section 2.18    Payments Generally; Pro Rata Treatment; Sharing of Set-offs.
(a)    Each Obligor shall make each payment required to be made by it hereunder prior to 3:00 p.m., New York City time (or such later time as the Administrative Agent may agree), on the date when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at the Payment Office, except payments to be made directly to any Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 10.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars. Each payment (including each prepayment) by an Obligor on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective Applicable Percentages of the Lenders.
(b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.
    73

(c)    If any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by an Obligor pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to an Obligor or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Obligor consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Obligor rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Obligor in the amount of such participation.
(d)    Unless the Administrative Agent shall have received notice from the applicable Obligor prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Banks hereunder that such Obligor will not make such payment, the Administrative Agent may assume that such Obligor has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Banks, as the case may be, the amount due. In such event, if such Obligor has not in fact made such payment, then each of the Lenders or each of the Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.
(e)    If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(c), Section 2.06(d), Section 2.06(e), Section 2.07(b), Section 2.18(d) or Section 10.03(c), then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid, and/or (ii) hold such amounts in a segregated account over which the Administrative Agent shall have exclusive control as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clause (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.
Section 2.19    Mitigation Obligations; Replacement of Lenders.
    74

(a)    If any Lender requests compensation under Section 2.15, or if an Obligor is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Each Obligor hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b)    If (i) any Lender requests compensation under Section 2.15, or (ii) if an Obligor is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) if any Lender becomes Defaulting Lender, or (iv) any Lender has refused to consent to any proposed amendment, modification, waiver, termination or consent with respect to any provision of this Agreement or any other Loan Document that, pursuant to Section 10.02, requires the consent of all Lenders or each Lender affected thereby and with respect to which Lenders constituting the Required Lenders have consented to such proposed amendment, modification, waiver, termination or consent, or (v) any Lender constitutes a Non-Extending Lender, or (vi) any Lender delivers a notification pursuant to Section 2.24 regarding its ability to make or maintain SOFR Loans, or (vii) any other circumstance exists hereunder that gives any Obligor the right to replace a Lender as a party hereto, then such Obligor may (A) in the case of a Defaulting Lender or a Lender that is unable to make or maintain SOFR Loans, terminate the relevant Lender’s Commitment and (B) in the case of any such Lender (including any Defaulting Lender or a Lender that is unable to make or maintain SOFR Loans), upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (1) such Obligor shall have received the prior written consent of the Administrative Agent, the Issuing Banks and the Swingline Lender, which consent shall not be unreasonably withheld, conditioned or delayed (unless such assignment is to an existing Lender or an Affiliate of an existing Lender), (2) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Obligors (in the case of all other amounts; provided, that, in the case of any Defaulting Lender, the Obligors shall be entitled to offset any expenses resulting from such Lender having been a Defaulting Lender and such assignment from any amounts payable by the Obligors to the Defaulting Lender hereunder), (3) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments, and (4) in the case of any such assignment resulting from a Lender’s refusal to consent to a proposed amendment, modification, waiver, termination or consent, the assignee shall approve the proposed amendment, modification, waiver, termination or consent. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the applicable Obligor to require such assignment and delegation cease to apply. Notwithstanding anything in this Section to the contrary, (I) any Lender that acts as an Issuing Bank may not be replaced hereunder at any time it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such Lender (including the furnishing of a backstop standby letter of credit in
    75

form and substance, and issued by an issuer, reasonably satisfactory to such Issuing Bank or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such Issuing Bank) have been made with respect to such outstanding Letter of Credit and (II) the Lender that acts as the Administrative Agent may not be replaced in its capacity as Administrative Agent hereunder except in accordance with the terms of Article VIII.
Section 2.20    Defaulting Lenders.
(a)    Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(i)    no Defaulting Lender shall be entitled to receive any unused commitment fee pursuant to Section 2.12(a) for any period during which that Lender is a Defaulting Lender (and the Obligors shall not be required to pay at any time any such fee that otherwise would have been required to have been paid during such period to that Defaulting Lender);
(ii)    the Commitments and Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 10.02);
(iii)    if any Swingline Exposure or LC Exposure exists at the time such Lender becomes a Defaulting Lender then:
(A)    all or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders that are Lenders in accordance with their Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that the sum of all such non-Defaulting Lenders’ Credit Exposures plus such Defaulting Lender’s Swingline Exposure and LC Exposure does not exceed the total of all non-Defaulting Lenders’ Commitments; provided that no reallocation hereunder shall constitute a waiver or release of any claim of any party hereto against a Defaulting Lender arising from that Lender having been a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender’s increased exposure following such reallocation;
(B)    if the reallocation described in clause (A) above cannot, or can only partially, be effected, the Obligors shall within one Business Day following notice by the Administrative Agent, without prejudice to any right or remedy available to them hereunder or under law, (x) first, prepay such Swingline Exposure and (y) second, cash collateralize for the benefit of the Issuing Banks only the Obligors’ obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.06(j) for so long as such LC Exposure is outstanding;
(C) if an Obligor cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (B) above, such Obligor shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(c) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
    76

(D)    if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (A) above, then the fees payable to the Lenders pursuant to Section 2.12(a) and Section 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(E)    if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (A) or (B) above, then, without prejudice to any rights or remedies of the Issuing Banks or any other Lender hereunder, all letter of credit fees payable under Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Banks until and to the extent that such LC Exposure is reallocated and/or cash collateralized.
(iv)    so long as such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Banks shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Obligors in accordance with Section 2.20(a)(iii), and participating interests in any newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.20(a)(iii)(C) (and such Defaulting Lender shall not participate therein).
(b)    In the event that the Administrative Agent, the Borrower, the Swingline Lender and each Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of any Loan Party while that Lender was a Defaulting Lender; and provided, further, that no change of a Lender’s status from Defaulting Lender to Lender shall constitute a waiver or release of any claim of any party hereto arising from that Lender having been a Defaulting Lender.
(c)    Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or Swingline Lender hereunder; third, to cash collateralize the Issuing Banks’ LC Exposure with respect to such Defaulting Lender; fourth, as the applicable Obligor may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the applicable Obligor, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and
    77

(y) cash collateralize the Issuing Banks’ future LC Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement; sixth, to the payment of any amounts owing to the Lenders, any Issuing Bank or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Banks or Swingline Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the applicable Obligor as a result of any judgment of a court of competent jurisdiction obtained by the applicable Obligor against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in obligations under any issued Letters of Credit and Swingline Loans are held by the Lenders pro rata in accordance with the commitments under the applicable Facility without giving effect to Section 2.20(a)(iii). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.20(c) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Section 2.21    Designation of Additional Borrowers.
(a)    Designation. Subject to the terms and conditions of this Section 2.21, the Borrower may, at any time or from time to time on or after the Closing Date, upon not less than ten (10) Business Days’ notice (or such shorter period which is reasonably acceptable to the Administrative Agent) to the Administrative Agent (which shall promptly notify the Lenders thereof), request the designation of a Restricted Subsidiary as an Additional Borrower hereunder (each such designated Restricted Subsidiary shall be an “Additional Borrower” and, all of them collectively, shall be the “Additional Borrowers”). Each such notice shall specify (A) the name of the applicable Restricted Subsidiary and (B) its jurisdiction of organization. Following the giving of any such notice, if the accession of such Additional Borrower obligates the Administrative Agent or any Lender to comply with KYC Requirements in circumstances where the necessary information is not already available to it, the Borrower shall promptly upon the request of the Administrative Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Administrative Agent (for itself or on behalf of any Lender) or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with all necessary KYC Requirements related to the accession of such Restricted Subsidiary to this Agreement as an Additional Borrower.
(b)    Effect of Designation. Upon the satisfaction of the conditions specified in paragraph (c) of this Section 2.21, the applicable designated Additional Borrower shall become a party to this Agreement as an Obligor hereunder and, subject to the terms and conditions of this Agreement, such Additional Borrower shall be entitled to borrow Revolving Loans or request the issuance of Letters of Credit hereunder (and, in each case, such Additional Borrower shall have and shall assume all of the obligations of an Obligor hereunder). The Administrative Agent shall promptly notify the Lenders of the effectiveness of any such designation.
(c) Conditions to Designation. The designation by the Borrower of any Restricted Subsidiary as an Additional Borrower hereunder shall be subject to the satisfaction of the following conditions (including delivery to the Administrative Agent of the following documents, each of which shall be reasonably satisfactory to the Administrative Agent in form and substance or may be waived by the Administrative Agent in its sole discretion) and such designation shall become effective on the date on which all such conditions are satisfied (or so waived):
    78

(i)    the Administrative Agent shall have received: (i) for wholly-owned Restricted Subsidiaries incorporated in an Approved Jurisdiction, the consent of Lenders having Credit Exposures and unused Commitments representing at least 75% of the sum of the total Credit Exposures and unused Commitments at such time; and (ii) for any other Restricted Subsidiaries not wholly-owned or not incorporated in an Approved Jurisdiction, the consent of all Lenders; for the avoidance of doubt, no Restricted Subsidiary that is organized or operating in a Sanctioned Country shall be permitted to become an Additional Borrower;
(ii)    the Borrower shall confirm that, immediately prior to and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing;
(iii)    the Administrative Agent shall have received:
(A)    an Additional Borrower Joinder Agreement, duly completed and executed by the Borrower, such Additional Borrower and the Administrative Agent. Delivery of an Additional Borrower Joinder Agreement shall constitute confirmation by the relevant Restricted Subsidiary that the Repeating Representations are true and correct in relation to it as of the date of delivery, as if made by reference to the facts and circumstances then existing;
(B)    a copy of the constitutional documents of such Restricted Subsidiary, together with all amendments thereto;
(C)    in the case of a Restricted Subsidiary incorporated in Luxembourg only, (i) a copy of an excerpt from the Luxembourg Register of Commerce and Companies dated as of the date of the Additional Borrower Joinder Agreement and (ii) a copy of a certificate of non-inscription of judicial decisions (certficat de non-inscription d'une décision judiciaire) from the Luxembourg Register of Commerce and Companies dated the date of the Additional Borrower Joinder Agreement;
(D)    copies of the resolutions of the board of directors of such Restricted Subsidiary authorizing (i) the Transactions and approving the terms of, and the transactions contemplated by, the Additional Borrower Joinder Agreement and the Loan Documents, (ii) the Additional Borrower’s execution and delivery of the Additional Borrower Joinder Agreement and the applicable Loan Documents, (iii) a specified person or persons to sign, on the Restricted Subsidiary’s behalf, the Additional Borrower Joinder Agreement and all documents and notices to be signed in connection with the Loan Documents to which the Additional Borrower will be party;
(E)    a specimen of the signature of, and, if applicable, incumbency certificates or powers of attorney identifying by name and title, the persons authorized to sign the Additional Borrower Joinder Agreement on behalf of such Additional Borrower (and to make Borrowings hereunder on behalf of such Additional Borrower );
    79

(F)    A certificate of an authorized signatory of the Additional Borrower certifying that each copy document listed in this Section 2.21(c) is correct, complete and in full force and effect as at a date no earlier than the date of the Additional Borrower Joinder Agreement;
(G)    a copy of any other authorization or other document, opinion or assurance which the Administrative Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Additional Borrower Joinder Agreement or for the validity and enforceability of any Loan Document;
(H)    if available, the latest audited financial statements of the Additional Borrower;
(I)    opinion of counsel to the Loan Parties (in substantially the same form as delivered on the Closing Date), and addressed to the Administrative Agent and the Lenders;
(J)    to the extent requested by the Administrative Agent or any Lender at least three (3) Business Days in advance of the effectiveness of such designation, the Administrative Agent or such Lender shall have received (i) all documentation and other information with respect to such Restricted Subsidiary in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and (ii) to the extent the such Restricted Subsidiary qualifies as a “legal entity customer” a customary Beneficial Ownership Certification;
(K)    evidence that the Additional Borrower has designated a process agent on the terms set forth in Section 10.09(e), unless the Restricted Subsidiary is organized in any state of the United States; and
(L)    the Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower to the effect that the conditions to such designation set forth in this Section 2.21 shall be satisfied.
Section 2.22    Extension of Maturity Date.
(a)    Requests for Extension. The Borrower may, by notice to the Administrative Agent (who shall promptly notify the Lenders) not later than thirty (30) days prior to the date of a proposed extension (each such date of such proposed extension, an “Extension Date”), request that each Lender extend such Lender’s Maturity Date then in effect for such Lender (the “Applicable Maturity Date”), to a date (the “Extended Maturity Date”) that is one year after the Applicable Maturity Date. The Borrower may make no more than two (2) such requests for extension.
(b) Lender Elections to Extend. Each Lender shall, by notice to the Administrative Agent given not later than the date that is ten (10) days after the date on which the Administrative Agent received the applicable Obligors’ extension request (the “Lender Notice Date”), advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Applicable Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Applicable Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by any Obligor for extension of the Applicable Maturity Date.
    80

(c)    Notification by Administrative Agent. The Administrative Agent shall notify the Obligors of each applicable Lender’s determination under this Section 2.22 no later than the earlier of (i) the date that is fifteen (15) days prior to the applicable Extension Date (or, if such date is not a Business Day, on the next preceding Business Day) and (ii) the date that is five (5) days following the applicable Lender Notice Date.
(d)    Additional Commitment Lenders. The Obligors shall have the right, but shall not be obligated, on or before the Applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as a “Lender” under this Agreement in place thereof, one or more financial institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent, the Issuing Banks and the Swingline Lender in accordance with the procedures provided in Section 2.19(b), each of which applicable Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 10.04, with the applicable Obligor(s) or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment so assumed shall be in addition to such Lender’s Commitment hereunder on such date). The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Loan Parties but without the consent of any other Lenders.
(e)    Minimum Extension Requirement. If (and only if) the total of the applicable Commitments of the Lenders that have agreed to extend their Applicable Maturity Date and the new or increased Commitments is at least fifty percent (50%) of the aggregate amount of the Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Applicable Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the Extended Maturity Date (except that, if such date is not a Business Day, such Extended Maturity Date shall be the next preceding Business Day), and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder.
(f)    Conditions to Effectiveness of Extension. Notwithstanding the foregoing, any extension of any Applicable Maturity Date pursuant to this Section 2.22 shall not be effective with respect to any Extending Lender and each Additional Commitment Lender unless (i) no Default or Event of Default shall have occurred and be continuing on the applicable Extension Date and immediately after giving effect thereto; and (ii) the representations and warranties of the Loan Parties set forth in this Agreement are true and correct in all material respects (or in all respects if the applicable representation or warranty is qualified by Material Adverse Effect or materiality) on and as of the applicable Extension Date and after giving effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such date), as evidenced by the delivery of a certificate of an Authorized Officer of the Borrower dated as of the Extension Date.
    81

(g)    Maturity Date for Non-Extending Lenders. On the Applicable Maturity Date of each Non-Extending Lender, (i) to the extent of the Commitments of each Non-Extending Lender not assigned to the Additional Commitment Lenders, the Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Obligors shall repay such Non-Extending Lender in accordance with Section 2.10 (and shall pay to such Non-Extending Lender all of the other Obligations due and owing to it under this Agreement, including any additional amounts required pursuant to Section 2.16) and the Administrative Agent shall administer any necessary reallocation of the applicable Credit Exposures with respect to Commitments to the extent necessary to keep outstanding Revolving Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement).
(h)    Conflicting Provisions. This Section 2.22 shall supersede any provisions in Section 2.18 or Section 10.02 to the contrary.
Section 2.23    Effect of Benchmark Transition Event.
(a)    Defined Terms. As used in this Section 2.23, the following terms have the following meanings:
“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.23(e).
“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.23(b).
“Benchmark Replacement” means, with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:
(a)    the sum of: (i) Daily Simple SOFR and (ii) 0.10% (10.0 basis points); or
(b)    the sum of: (i) the alternate benchmark rate e e that has been selected eeby the Administrative Agent and the Obligors giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities and (ii) the related Benchmark Replacement Adjustment. If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.
    82

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the eObligors giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of eesuch Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.
“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:
(a)    in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof); or
(b)    in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which all Available Tenors of such Benchmark (or the published component used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) have been determined and
    83

announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.
For the avoidance of doubt, if such Benchmark is a term rate, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:
(a)    a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof);
(b)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); or
(c)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a
    84

term rate, all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.
For the avoidance of doubt, if such Benchmark is a term rate, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Unavailability Period” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with this Section 2.23 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with this Section 2.23.
“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.
    85

“Relevant Governmental Body” means the Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board and/or the Federal Reserve Bank of New York or any successor thereto.
“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.
(b)    Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) eeif a Benchmark e ee e eeReplacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m.e on the fifth (5th) Business Day after the e eedate notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such eeBenchmark Replacement from Lenders comprising the Required Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis.
    86

(c) Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make eeee Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such eeee Conforming Changes will become effective without any further action or consent of any other party to this Agreement e e eeeeee e eeeeee eeee ee or any other Loan Document (except for consultation with the Obligors as provided in the definition of “Conforming Changes”).
(d)    Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Obligors and the Lenders in writing of (i) ee eeeee ee the implementation of any Benchmark Replacementand (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Loan Parties of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.23(e) and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent, the e Obligors or the Required Lenders pursuant to this Section 2.23, including, without limitation, any determination with respect to a tenor, e eee rate or adjustment, or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding on all parties hereto absent manifest error and may be made in its or their commercially reasonable discretion and without consent from any other party hereto or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.23.
(e)    Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.
(f)    Benchmark Unavailability Period. Upon the Loan Parties’ receipt of notice of the commencement of a Benchmark Unavailability Period, (i) the Obligors may revoke any pending request for a SOFR Borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the relevant Obligor will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans and (ii) any outstanding affected SOFR Loans will be deemed to have been converted to ABR Loans at the end of the
    87

applicable Interest Period. During a Benchmark Unavailability Periode eee ee or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.
Section 2.24    Illegality.
(a)    If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintainor fund Loans whose interest is determined by reference to SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or to determine or charge interest e based upon e eeeee ee eeSOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, then, upon notice thereof by such Lender to the Loan Parties (through the Administrative Agent) (an “Illegality Notice”), (i) any obligation of such Lender to make SOFR Loans, and any right of the Obligors to continue such Lender’s SOFR Loans or to convert such Lender’s ABR Loans to SOFR Loans, shall be suspended, and (ii) eee eee eeeeeee the interest rate on which ABR Loans eeshall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate”, in each case until such affected Lender notifies the Administrative Agent and the Obligors that the circumstances giving rise to such determination no longer existprovided eeeeeee eeee eeee e eeeeprovided furthereee e.
(b)    Upon receipt of an Illegality Notice, the Obligors shall, if necessary to avoid such illegality, upon demand from any affected Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all such Lender’s SOFR Loans ee to ABR Loans (the interest rate on which ABR Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to e ee ee clause (c) of the definition of “Alternate Base Rate”), on the last day of the Interest Period therefor, if such affected Lender may lawfully continue to maintain its SOFR Loans to such day, or immediately, if such affected Lender may not lawfully continue to maintain e ee eeeeee eee e ee e e e eeeeeeeeeeee its SOFR Loans to such day. Upon any such prepayment or conversion, the e Obligors shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16.
Section 2.25    Financial Calculations for Limited Condition Transactions.
    88

(a)    In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreement (or other relevant definitive documentation) for such Limited Condition Transaction is executed. For the avoidance of doubt, if the Borrower has exercised its option under the first sentence of this paragraph, and any Default or Event of Default occurs following the date such definitive agreement for a Limited Condition Transaction is executed and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.
(b)    In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Agreement which requires the calculation of the Total Net Leverage Ratio; or (2) testing baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets); in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreement (or other relevant definitive documentation) for such Limited Condition Transaction is entered into (the “LCT Test Date”); provided, however, that the Borrower shall be entitled to subsequently elect, in its sole discretion, the date of consummation of such Limited Condition Transaction instead of the LCT Test Date as the applicable date of determination, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof), as are appropriate and consistent with the pro forma adjustment provisions set forth in the definitions of “Consolidated EBITDA” and “Total Net Leverage Ratio”, the Borrower or any Restricted Subsidiary could have taken such action on the relevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with.
(c)    If the Borrower has made an LCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Total Assets, of the Borrower and its Restricted Subsidiaries at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, test or basket availability under this Agreement (including with respect to the incurrence of Debt or Liens, or the making of Permitted Disposals, acquisitions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower or any Restricted Subsidiary or the designation of an Unrestricted Subsidiary) on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated.
    89

ARTICLE III

REPRESENTATIONS AND WARRANTIES
Each Obligor represents and warrants to the Lenders that:
Section 3.01    Organization; Powers. Each Loan Party is duly organized and validly existing under the laws of the jurisdiction of its organization. Each Loan Party and each Significant Subsidiary has all requisite power to own its assets and carry on its business as it is now being conducted.
Section 3.02    Power and Authority; Enforceability. Each Loan Party has the power to enter into, perform and deliver, and has taken all necessary action to authorize its entry into, performance and delivery of, the Loan Documents to which it is a party and the Transactions. Each Loan Document to which each Loan Party is a party to constitutes a legal, valid and binding obligation of each such Person, enforceable against each such Person in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
Section 3.03    Validity and Admissibility into Evidence. All consents, approvals, resolutions, licenses, exemptions, filings, notarizations or registrations required or desirable to (a) enable each Loan Party to lawfully enter into, and perform its obligations under, the Loan Documents to which each such Person is a party and (b) to make the Loan Documents to which each such Person is a party admissible in evidence in its jurisdiction of organization, have been obtained or effected and are in full force and effect.
Section 3.04    Non-Conflict with Other Obligations. The entry into and performance by each Loan Party of the Loan Documents to which each such Person is a party, and the Transactions, do not and will not conflict with (a) any law or regulation applicable to it; or (b) its constitutional documents; or (c) any agreement or other instrument binding upon it or any of its assets, except where any violation of any such agreement or instrument, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.
Section 3.05    Financial Statements; No Material Adverse Change.
(a)    The audited consolidated financial statements of the Borrower and its Subsidiaries for the Financial Year ended December 31, 2019 and the unaudited consolidated quarterly financial statements of the Borrower and its Subsidiaries for the Financial Quarter ended June 30, 2020 (a) were prepared in accordance with IFRS consistently applied and (b) fairly represent the financial condition and operations of the Borrower and its Subsidiaries on a consolidated basis for the relevant periods covered thereby.
(b)    Since (i) December 31, 2019 in the case of the making of this representation on the Closing Date and (ii) the date of the most recent financial statements delivered pursuant to Section 5.01(a) in the case of making this representation following the Closing Date, no Material Adverse Effect has occurred.
Section 3.06    Properties; Intellectual Property.
(a) Each Loan Party has good title to, or valid leasehold interests in, all its real and personal property material to its business, except for such defects in title that, either individually or in the aggregate, do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes or except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect.
    90

(b)    (i) Each Loan Party and each Significant Subsidiary is the sole and beneficial owner of, or has licensed to it on standard commercial terms, all the trademarks, tradenames, domain names, copyrights, patents, trade secrets, proprietary know-how and other intellectual property (collectively, “Intellectual Property”) which is material in the context of its business or which is reasonably required by it in order to carry on its business as it is now being conducted or as it is currently proposed to be conducted; (ii) no Loan Party nor any Significant Subsidiary infringes or violates any Intellectual Property of any Person in carrying out their respective businesses, or in connection with offering or providing their respective products or services; (iii) to the best of each Loan Party’s knowledge and belief, no Person is infringing or violating any owned Material Intellectual Property; and (iv) each Loan Party and each Significant Subsidiary has taken all actions (including payment of fees) reasonably required to obtain, preserve, renew and maintain all Material Intellectual Property owned by it, except, in the case of (i), (ii), (iii) and (iv), where any failure to be so, or do so, or to have done so has not resulted in, or would not reasonably be expected to result in, a Material Adverse Effect.
Section 3.07    Litigation.
Except as disclosed in the financial statements referred to in Section 3.05(a), no Proceeding which, if adversely determined, would reasonably be expected to result in a Material Adverse Effect, have been commenced or, to the best of each Loan Party’s knowledge and belief are threatened against, any such Person or any Significant Subsidiary.
Section 3.08    Compliance with Laws; Environmental Compliance; No Default or Event of Default.
(a)    Each Loan Party and each Significant Subsidiary is and has been in compliance with all Laws of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.
(b)    Each Loan Party and each Significant Subsidiary is and has been in compliance with all Environmental Laws and all other permits, licenses, authorizations, covenants, conditions, restrictions or agreements directly or indirectly concerned with Environmental Laws or any Release (i) in connection with any real property which is or was at any time owned, leased or occupied by such Person or on which such Person has conducted any activity, or (ii) for which a Loan Party is or has been alleged to be responsible, except where failure to do so would not reasonably be expected to result in a Material Adverse Effect.
(c)    There are no pending or, to the knowledge of the Loan Parties, threatened Proceedings against or affecting the Loan Parties or the Significant Subsidiaries concerning any actual or alleged Environmental Liabilities, including any Proceedings relating to any current or former businesses, operations, properties, or locations owned, leased, occupied, or used by the Loan Parties or the Significant Subsidiaries, and to the knowledge of the Loan Parties, there are no facts, circumstances, or conditions that could reasonably be expected to form the basis of any such Proceedings or any Environmental Liabilities, except in each case as would not reasonably be expected to result in a Material Adverse Effect.
(d)    No Default or Event of Default has occurred and is continuing.
    91

(e)    No other event or circumstance is outstanding which constitutes a default under any material agreement or instrument which is binding on Loan Party or any Significant Subsidiary, or to which any such Person’s assets are subject which has resulted in, or would reasonably be expected to result in, a Material Adverse Effect.
Section 3.09    Investment Company Status. No Loan Party is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.
Section 3.10    Taxes. Each Loan Party has duly and punctually paid or caused to be paid and discharged all Taxes imposed upon it or its assets within the time period allowed, except for Taxes that are being contested in good faith by appropriate proceedings and for which such Person, as applicable, has set aside on its books adequate reserves in accordance with IFRS. No Loan Party is materially overdue in the filing of any Tax returns. No claims are being asserted or are reasonably likely to be asserted against any Loan Party with respect to Taxes that would reasonably be expected to result in a Material Adverse Effect. It is not required to make any deduction for or on account of any Tax from any payment it may make under any Loan Document. Under the laws of the jurisdiction of organization of any Loan Party, it is not necessary that the Loan Documents be filed, recorded or enrolled with any Governmental Authority in such jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Loan Documents or the Transactions.
Section 3.11    ERISA. Except as would not reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance with all applicable provisions and requirements of ERISA and the Code and all other applicable Laws and regulations. No ERISA Event has occurred or is reasonably expected to occur that would reasonably be expected to result in a Material Adverse Effect. The excess of the present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) as of the date of the most recent financial statements reflecting such amounts, over the fair market value of the assets of such Plan would not reasonably be expected to result in a Material Adverse Effect, and the excess of the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) as of the date of the most recent financial statements reflecting such amounts, over the fair market value of the assets of all such underfunded Plans would not reasonably be expected to result in a Material Adverse Effect.
Section 3.12    No Misleading Information. Any factual information contained in the Annual Report was true and accurate in all material respects as of the date it was provided or as of the date (if any) at which it is stated. Nothing has occurred or been omitted from the Annual Report and no information has been given or withheld that results in the information contained in the Annual Report being untrue or misleading in any material respect, in each case, as of the date it was provided or as of the date (if any) at which it is stated.
Section 3.13    Sanctions Laws; Anti-Corruption, Anti-Bribery, Anti-Money Laundering Laws and Regulations.
(a)    No Loan Party, nor any of their respective Subsidiaries, nor any of their directors, officers and employees, or, to the best of the knowledge and belief of the Loan Parties, agents or representatives:
(i)    is a Designated Person;
    92

(ii)    is, or for the last five (5) years has been, in violation of any Sanctions Laws; or
(iii)    is, or for the last five (5) years has been, engaged in any dealings or activities with or for the benefit of any Designated Person.
(b)    There are no pending or, to the best of the knowledge and belief of the Loan Parties, threatened Proceedings involving the Loan Parties or their Subsidiaries with respect to any Sanctions Laws.
(c)    Each Loan Party has instituted and maintains policies and procedures designed to promote and achieve compliance with Sanctions Laws.
(d)    (i) No Loan Party, nor any of their Subsidiaries, nor any of their directors, officers, employees and, to the best of the knowledge and belief of each Loan Party, their respective agents, representatives, and Affiliates, has engaged in any activity or conducted its businesses in any way which would violate any Anti-Money Laundering Laws, (ii) there are no pending, or to the best of the knowledge and belief of the Loan Parties, threatened Proceedings involving the Loan Parties or their Subsidiaries with respect to any Anti-Money Laundering Laws, and (iii) each Loan Party has instituted and maintains policies and procedures designed to promote and achieve compliance with Anti-Money Laundering Laws.
(e)    The Loan Parties and their Subsidiaries, and their respective directors, officers, employees, and to the best of the knowledge and belief of the Loan Parties, agents and representatives, have not corruptly paid, offered or promised to pay, or authorized payment of any monies or things of value, directly or indirectly, to any person, including without limitation any government official or any political party or party official or candidate for political office, for the purpose of obtaining or retaining business, or directing business to any person, or obtaining any other improper advantage, in each case in violation of Anti-Corruption Laws (collectively, “Prohibited Payments”), and there are no pending or, to the best of the knowledge and belief of the Loan Parties, threatened Proceedings involving the Loan Parties or their Subsidiaries with respect to Anti-Corruption Laws. Each Loan Party has instituted and maintains policies and procedures designed to promote and achieve compliance with Anti-Corruption Laws.
Section 3.14    Federal Reserve Board Regulations. None of the Obligors is engaged or will engage, principally or as one of its important activities, in the business of extending credit for the purposes of “purchasing” or “carrying” any “Margin Stock” within the respective meanings of such terms under Regulations U, T and X of the Board. No part of the proceeds of the Loans will be used for “purchasing” or “carrying” “Margin Stock” as so defined for any purpose which violates, or which would be inconsistent with, the provisions of, any applicable Laws or regulations of any Governmental Authority (including, without limitation, the Regulations of the Board).
Section 3.15    Solvency. Each Loan Party is Solvent.
Section 3.16 Centre of Main Interest and Establishment. For the purposes of Regulation (EU) 2015/848 of the European Parliament and the Council of 20 May 2015 on insolvency proceedings (recast) (the “Recast Regulation”), the Borrower’s centre of main interest (as that terms is used in Article 3(1) of the Recast Regulation) is situated in either Luxembourg, Sweden or England and Wales, or for purposes of the Cross Border Insolvency Regulations 2006 (the “CBIR”), the Borrower’s centre of main interest (as that term is used in Article 2 (Definitions) of the CBIR) is situated in the United States of America, and the Borrower has no “establishment” (as that term is defined in Article 2(10) of the Recast Regulation or Article 2 of the CBIR) in any other jurisdiction.
    93

Section 3.17    Governing Law and Enforcement. Subject to the qualifications contained in any legal opinion delivered pursuant to Section 4.01 or Section 2.21(c)(iii)(E), (a) the choice of New York law as the governing law of the Loan Documents will be recognized and enforced in the jurisdiction of organization of each Loan Party and (b) any judgment obtained in New York in relation to a Loan Document will be recognized and enforced in the jurisdiction of organization of each Obligor.
Section 3.18    Pari Passu Ranking. The obligations of each Loan Party under the Loan Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies in each relevant jurisdiction generally.
ARTICLE IV

CONDITIONS PRECEDENT
Section 4.01    Conditions Precedent to the Closing Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.02):
(a)    The Administrative Agent (or its counsel) shall have received from each party thereto either (i) a counterpart of this Agreement, or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b)    The Administrative Agent shall have received an opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of each of (i) Jones Day, New York counsel to the Loan Parties, in form and substance satisfactory to the Administrative Agent; and (ii) Hogan Lovells (Luxembourg), LLP, Luxembourg counsel to the Loan Parties, in form and substance satisfactory to the Administrative Agent.
(c)    The Administrative Agent shall have received the following items from the Loan Parties:
(i)    a copy of the constitutional documents of each Loan Party;
(ii)    in the case of a Luxembourg Loan Party only, (A) a copy of an excerpt from the Luxembourg Register of Commerce and Companies dated the Closing Date and (B) a copy of a certificate of non-inscription of judicial decisions (certificat de non-inscription d’une decision judiciaire) from the Luxembourg Register of Commerce and Companies dated the Closing Date;
(iii)    copies of the resolutions of the board of directors of each Loan Party authorizing (i) the Transactions, (ii) the execution and delivery of the Loan Documents to which it is a party, and (iii) a specified person or persons to sign, on each Loan Party’s behalf, all documents and notices to be signed in connection with the Loan Documents to which it is a party;
    94

(iv)    a specimen of the signature of, and, if applicable, incumbency certificates or powers of attorney identifying by name and title, the persons authorized to sign the Loan Documents on behalf of each Loan Party (and to make Borrowings hereunder on behalf of the Obligors) mentioned in clause (iii) above;
(v)    such other documents and certificates (including organizational documents and good standing certificates (if applicable)) as the Administrative Agent may reasonably request relating to the organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Credit Agreement or the transactions contemplated thereby;
(vi)    a copy of the notice of cancellation of the available commitments and termination of the Existing Facility Agreement sent by the Borrower to the administrative agent under the Existing Facility Agreement pursuant to Section 9.5 thereof, provided that such notice shall provide for (1) the cancellation and termination of the Existing Facility Agreement and (2) that all outstanding amounts thereunder shall have been paid in full, in each case, to occur prior to or concurrently with the Closing Date; and
(vii)    a certificate, dated the Closing Date, and signed by an Authorized Officer of the Borrower, confirming satisfaction of the conditions set forth in this Section 4.01.
(d)    The audited consolidated financial statements of the Borrower and its Subsidiaries for the Financial Year ended December 31, 2019 and the unaudited consolidated quarterly financial statements of the Borrower and its Subsidiaries for the Financial Quarter ended June 30, 2020, shall be publicly available for review by the Lenders;
(e)    The Administrative Agent shall have received payment of all fees (and other amounts due and payable to the Administrative Agent) for its own account and for the account of the Lenders on or prior to the Closing Date, including, to the extent invoiced at least five (5) Business Days prior to the Closing Date, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Obligors hereunder (excluding legal fees).
(f)    The Mandated Lead Arrangers and the ESG Coordinator shall have received all fees and other amounts due and payable to the Mandated Lead Arrangers or the ESG Coordinator (as applicable), including, to the extent invoiced at least five (5) Business Days prior to the Closing Date, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Obligors hereunder (excluding legal fees).
(g)    Upon the request of any Lender pursuant to Section 2.11(c) at least five (5) Business Days prior to the Closing Date, such Lender (or the Administrative Agent (or its counsel) on such Lender’s behalf) shall have received a Note in the amount of such Lender’s Commitment as of the Closing Date.
(h)    Upon the reasonable request of any Lender or the Administrative Agent made at least ten (10) days prior to the Closing Date, the Obligors shall have provided to such Lender or the Administrative Agent (as applicable) the documentation and other information (including, if an Obligor qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a customary Beneficial Ownership Certification in respect of such Obligor) so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the USA PATRIOT Act and
    95

Beneficial Ownership Regulations (collectively, the “KYC Requirements”), in each case at least five (5) days prior to the Closing Date.
Section 4.02    Conditions Precedent to Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Banks to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a)    the Administrative Agent and, if applicable, the applicable Swingline Lender or applicable Issuing Bank shall have received a written Borrowing Request in accordance with Section 2.03, a request for a Swingline Loan in accordance with Section 2.05, or a Letter of Credit Request for issuance of Letter of Credit in accordance with Section 2.06, as applicable, in accordance with the requirements thereof;
(b)    The Repeating Representations shall be true and correct in all material respects (or in all respects if such representation or warranty is qualified by Material Adverse Effect or other materiality qualifier) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (except to the extent that any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date).
(c)    At the time of, and immediately after giving effect to the making of such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.
ARTICLE V

AFFIRMATIVE COVENANTS
Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees and other Obligations payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated, in each case, without any pending draw, and all LC Disbursements shall have been reimbursed, each Loan Party (as applicable) covenants and agrees with the Lenders as follows:
Section 5.01    Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and each Lender:
(a)    within 120 days after the end of each Financial Year of the Borrower, its audited consolidated and audited unconsolidated financial statements for that Financial Year;
(b)    within 90 days after the end of each of the first three Financial Quarters of each Financial Year of the Borrower, its unaudited consolidated financial statements as of the end of and for such Financial Quarter;
(c) concurrently with the delivery of financial statements under (i) clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in the form of Exhibit B setting forth the Total Net Leverage Ratio, indicating whether more than thirty five percent (35%) of the Facility was drawn at the end of the relevant period as of the last day of each quarter and certifying that the financial statements delivered fairly represent the financial condition of the Borrower and its Restricted Subsidiaries as of the relevant period; and (ii) clause (a) above, unless an ESG Termination Event shall have occurred, an ESG Reporting Certificate with respect to the Financial Year covered by such financial statements commencing with Financial Year 2021; provided, that any failure or delay of the Borrower in delivering an ESG Reporting Certificate when required under this clause (c)(ii) shall not constitute a Default or Event of Default.
    96

(d)    promptly after the same becomes available, but in any event within 90 days after the end of each Financial Quarter, the aggregate amount upstreamed by Restricted Subsidiaries of the Borrower on a country by country basis (for the countries where any Restricted Subsidiary of the Borrower is operating);
(e)    promptly after the same become publicly available, copies of all periodic and other reports distributed by the Borrower to its shareholders generally, as the case may be; and
(f)    promptly following any request therefor, such other information (which is not of a confidential nature or publicly available), as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request (x) as necessary to (i) determine compliance with the terms of this Agreement, (ii) respond or comply with a regulatory request or submission or for audit purposes; (iii) comply with applicable KYC Requirements; provided that, the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Restricted Subsidiaries and their respective businesses, and provided, further, that no Lender shall request any further information regarding the financial statements of any Obligor unless (A) such Obligor has not delivered its financial statements as required under the Credit Agreement as of such date or (B) such request relates to a material variance from the financial statements delivered in the previous Financial Quarter or Financial Year, as applicable, or (y) regarding the Group’s performance in relation to the ESG Targets as reported in the most recently delivered ESG Reporting Certificate at such time (for the purposes of this subclause (y), “Group” has the meaning set forth in Schedule II with respect to each ESG Target); provided that, the Borrower shall not be required to furnish any information under this clause (y) to the extent such information was included and is publicly available in the Borrower’s annual report for the Financial Year for which such most recent ESG Reporting Certificate was delivered.
(g)    Any financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been furnished to the Administrative Agent on the date that such financial statement or other information is posted on the website of the Borrower.
Section 5.02    Notices of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to each Lender) prompt written notice, after an Authorized Officer of the Borrower becomes aware of such event, of the following events:
(a)    the occurrence of any Default or Event of Default (and any steps being taken to remedy such Default or Event of Default);
(b)    the filing or commencement of any action, suit, investigation or proceeding by or before any arbitrator or Governmental Authority against or affecting any Obligor or any Significant Subsidiary (or any adverse change or development in any such action, suit, investigation or proceeding) thereof that, in the good faith judgment of the Borrower, if adversely determined, would reasonably be expected to result in a Material Adverse Effect;
    97

(c)    any other development (including the incurrence or imposition of Environmental Liability) that, in the good faith judgment of the Borrower, results in, or would reasonably be expected to result in, a Material Adverse Effect; or
(d)    the occurrence of an ESG Termination Event.
Section 5.03    Existence; Conduct of Business; Authorizations.
(a)    Each Loan Party shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence.
(b)    Each Loan Party shall ensure that no substantial change is made to the general nature of its business or the business of the Significant Subsidiaries from that carried out as of the date of this Agreement, provided that, the foregoing shall not prevent any such Person from engaging in any Related Business.
(c)    Each Loan Party shall promptly (x) obtain, comply with and do all that is necessary to maintain in full force and effect; and (y) supply certified copies to the Administrative Agent of, any authorization, approval, consent, license, resolution, exemption, filing, notarization or registration required under any law or regulation of its jurisdiction of organization to enable it to perform its obligations under the Loan Documents to which it is a party and to ensure, subject to the reservations specifically referred to in any legal opinion delivered pursuant to Section 4.01, the legality, validity, enforceability or admissibility in evidence in its jurisdiction of organization of each Loan Document to which it is a party.
Section 5.04    Payment of Material Obligations. Each Loan Party shall duly and punctually pay and discharge all material payment obligations and Taxes imposed upon it or its assets within the time period allowed without incurring penalties, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, and (b) such Person has set aside on its books adequate reserves with respect thereto in accordance with IFRS.
Section 5.05    Maintenance of Properties; Insurance.
(a)    Except for the discontinuance of the operation or maintenance of the properties of any Loan Party or any Significant Subsidiary if such discontinuance is, in the Person’s judgment, desirable in the conduct of its business, each Loan Party shall (and the Borrower shall ensure that each Significant Subsidiary shall) maintain in good repair, working order and condition (ordinary wear and tear excepted) all of its material properties necessary or desirable in the conduct of its business, all in accordance with the judgment of each such Person (acting reasonably).
(b) Each Loan Party shall (and the Borrower shall ensure that each Significant Subsidiary shall): (1) preserve and maintain the subsistence and validity of the Intellectual Property reasonably necessary for the business of such Person (“Material Intellectual Property”); (2) use reasonable endeavors to prevent any infringement in any material respect of the Material Intellectual Property; (3) make registrations, pay all registration fees and taxes, and take all other actions reasonably necessary to preserve and maintain the Material Intellectual Property in full force and effect and record its interest in that Material Intellectual Property; (4) not use or permit the Material Intellectual Property to be used in a way or take any step or omit to take any step in respect of that Material Intellectual Property which may materially and adversely affect the existence or value of the Material Intellectual Property or imperil the right of any such Person to use such property; and (5) not discontinue the use of the Material Intellectual Property, where failure to do so, in the case of paragraphs (1), (2) and (3) above, or, in the case of paragraphs (4) and (5) above, such use, permission to use, omission or discontinuation, would reasonably be expected to result in a Material Adverse Effect.
    98

(c)    Each Loan Party shall (and the Borrower shall ensure that each Significant Subsidiary shall) maintain insurance on, and in relation to, its properties with reputable underwriters or insurance companies against those risks and to the extent as is usual for companies carrying on the same or substantially similar business.
Section 5.06    Books and Records; Inspection Rights. Each Loan Party shall (and the Borrower shall ensure that each Significant Subsidiary shall) maintain proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Loan Party shall permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine its books and records, and to discuss its affairs, finances and condition with its officers; provided, however that, unless an Event of Default has occurred and is continuing, the Administrative Agent and the Lenders shall be limited to one such visit or inspection in each Financial Year and (i) such visit or inspection shall be at the sole cost and expense of the Administrative Agent or applicable Lenders (except that the Administrative Agent may make one such visit during each Financial Year and the reasonable cost and expense thereof shall be borne by the Obligors) and (ii) the Loan Parties shall have received reasonable advance notice thereof.
Section 5.07    Compliance with Laws.
(a)    Each Loan Party shall (and the Borrower shall ensure that each Significant Subsidiary shall) comply with all Laws to which it may be subject, if the failure to do so would materially impair any Loan Party’s ability to perform its obligations under the Loan Documents.
(b)    Each Loan Party shall (and the Borrower shall ensure that each of its Subsidiaries shall) comply with all Sanctions Laws, Anti-Corruption Laws and Anti-Money Laundering Laws.
(c)    The Loan Parties shall maintain in effect and enforce policies and procedures designed to ensure compliance by the Loan Parties, their Subsidiaries, and each of their respective directors, officers, employees, agents, and representatives with Sanctions Laws and Anti-Money Laundering Laws.
Section 5.08    Environmental Compliance.
Each Loan Party shall (and the Borrower shall ensure that each Significant Subsidiary shall) comply with all Environmental Laws, including by obtaining and maintaining any applicable environmental permits, licenses, or authorizations, except where failure to do so would not reasonably be expected to result in a Material Adverse Effect.
Section 5.09    Legal Fees.
No later than thirty (30) days following the Closing Date, the Borrower shall pay or reimburse or cause to be paid or reimbursed, all legal fees and expenses incurred by the Mandated Lead Arrangers, the ESG Coordinator, the Lenders or the Administrative Agent required to be reimbursed or paid by the Obligors hereunder in connection with the Facility, provided that, invoices for any such fees and expenses shall have been delivered to the Borrower at least five (5) Business Days prior to the Closing Date (otherwise such invoices fees and expenses shall be payable no later than thirty (30) days following delivery of such invoice).
    99

Section 5.10    Pari Passu Ranking
Each Loan Party shall ensure that at all times any unsecured and unsubordinated claims of a Credit Party against it under the Loan Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies.
Section 5.11    Centre of Main Interest and Establishment.
For the purposes of the Recast Regulation, the Borrower’s centre of main interest (as that terms is used in Article 3(1) of the Recast Regulation) is situated in either Luxembourg, Sweden or England and Wales, or for purposes of the CBIR, the Borrower’s centre of main interest (as that term is used in Article 2 (Definitions) of the CBIR) is situated in the United States of America, and the Borrower shall have no “establishment” (as that term is defined in Article 2(10) of the Recast Regulation or Article 2 of the CBIR) in any other jurisdiction.
ARTICLE VI

NEGATIVE COVENANTS
Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees and other Obligations payable hereunder have been paid in full and all Letters of Credit have expired or terminated, in each case, without any pending draw, and all LC Disbursements shall have been reimbursed, each Loan Party (as applicable) covenants and agrees with the Lenders as follows:
Section 6.01    Fundamental Changes, Asset Dispositions. No Loan Party shall, nor shall the Borrower permit any Restricted Subsidiary to, (i) wind up, liquidate or dissolve its affairs, or merge or consolidate with or into any other Person, other than Permitted Reorganizations; or (ii) engage in any Asset Disposition, other than a Permitted Disposal.
Section 6.02    Liens. No Loan Party shall, nor shall the Borrower permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind of such Person whether now owned or hereafter acquired, other than Permitted Liens.
Section 6.03    Incurrence of Debt.
(a)    No Loan Party shall, and the Borrower shall not permit any Restricted Subsidiary to, directly or indirectly, incur any Debt; provided that, any Loan Party and any Restricted Subsidiary may incur Debt if at the time of such incurrence after giving effect thereto and to the application of the proceeds thereof, the Total Net Leverage Ratio is less than 3.00:1.00 (the “Debt Incurrence Test”).
(b)    Notwithstanding the limitation in Section 6.03(a), Permitted Debt may be incurred.
Section 6.04    Financial Covenant.
(a) Total Net Leverage Ratio. Subject to Section 6.04(b), the Borrower will not permit the Total Net Leverage Ratio to exceed 3.50:1.00 as of the last day of any Financial Quarter if, as of such date, the sum of the outstanding Revolving Loans and LC Disbursements exceeds thirty-five percent (35%) of the Commitments then in effect.
    100

(b)    Step-Up Option. Upon the consummation of a Qualified Acquisition and until the completion of the fourth (4th) consecutive full Financial Quarter ending after the closing of such Qualified Acquisition (the “Increase Period”), at the Borrower’s option (with prior written notice to the Administrative Agent), the maximum Total Net Leverage Ratio permitted under Section 6.04(a) shall be temporarily increased to 4.00:1.00 to accommodate permitted Debt associated with such Qualified Acquisition (the “Step-Up Option”); provided that, (i) Increase Periods may not be successive unless the Financial Covenant would have been complied with (calculated without regard to the utilization “trigger” contemplated by Section 6.04(a)) for at least two (2) consecutive Financial Quarters without giving effect to a Step-Up Option and (ii) there shall be a maximum of two (2) Increase Periods in the aggregate during the term of the Facility.
Section 6.05    Transactions with Affiliates. No Loan Party shall (and the Borrower shall not permit any Restricted Subsidiary to) enter into any transaction with any Affiliate of such Person except on arm’s length terms and for Fair Market Value other than (i) loans among members of the Restricted Group; (ii) any Permitted Reorganization to the extent that it only involves members of the Restricted Group; or (iii) fees, costs and expenses payable under the Loan Documents.
Section 6.06    Use of Proceeds; Sanctions Laws; Anti-Money Laundering Laws.
(a)    The Borrower shall not use the proceeds of the Facility or of any Letter of Credit for any purpose other than for financing the working capital and for general corporate purposes of the Borrower and its Restricted Subsidiaries (which shall permit, for the avoidance of doubt (and without limitation), any Investment, acquisition, license, capital expenditure and payment of dividends, in each case to the extent permitted hereunder).
(b)    No Loan Party shall, directly or indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any Subsidiary, Joint Venture partner or other Person or entity (i) to fund any activities or business of or with any Designated Person, or in any Sanctioned Country or that would otherwise result in a violation of any Sanctions Laws by any party to the Loan Documents or (ii) in any other manner that would result in a violation of any Sanctions Laws or any Anti-Money Laundering Laws by any party to the Loan Documents, or that could reasonably be expected to cause any party to the Loan Documents to become a Designated Person.
(c)    No Loan Party shall use funds or assets obtained from transactions with or relating to Designated Persons or Sanctioned Countries or otherwise obtained in violation of any Sanctions Laws to pay any amount due pursuant to the Loan Documents.
Section 6.07    Restricted Payments; Use of Proceeds for Dividends The Borrower shall not (a) pay, make or declare any dividend or other distribution to all or any of its shareholders if (i) an Event of Default has occurred and is continuing and (ii) any Borrowing is outstanding under the Facility, or (b) borrow or use the proceeds of the Facility to make or declare any dividend or other distribution to all or any of its equityholders if at such time the Total Net Leverage Ratio is, or would be after giving pro forma effect to such Borrowing and the payment of such dividend or distribution, greater than 3.50:1.00.
Section 6.08    Anti-Corruption Law.
    101

(a)    No Loan Party shall (and the Borrower shall ensure that none of its Subsidiaries shall) directly or indirectly use the proceeds of the Facility for any Prohibited Payment or for any purpose which would breach any Anti-Corruption Law.
(b)    The Loan Parties shall maintain in effect and enforce policies and procedures designed to ensure compliance by the Loan Parties, their Subsidiaries, and each of their respective directors, officers, employees, agents, and representatives with Anti-Corruption Laws.
Section 6.09    Unrestricted Subsidiaries.
(a)    The Borrower may, by delivery of a certificate executed by an Authorized Officer of the Borrower to the Administrative Agent, designate, after the Closing Date, any Subsidiary of the Borrower (including any newly created or acquired Subsidiary) as an “Unrestricted Subsidiary” if, at the time of or after giving effect to such designation: (1) no Default or Event of Default shall exist; (2) the Borrower could incur $1.00 of Debt pursuant to the Debt Incurrence Test; and (3) the aggregate amount of Investments (other than Permitted Investments) by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries shall not exceed the greater of (x) $950,000,000 or (y) 10% of Total Assets at any time outstanding.
(b)    No Loan Party shall (nor shall the Borrower permit any Restricted Subsidiary to) at any time: (1) provide credit support for, subject any of its property or assets (other than Liens over the Capital Stock, Debt and other securities of any Unrestricted Subsidiary securing Debt of that Unrestricted Subsidiary and its Subsidiaries) to the satisfaction of, or guarantee, any Debt of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Debt); (2) be directly or indirectly liable for any Debt of any Unrestricted Subsidiary; (3) be directly or indirectly liable for any Debt which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Debt of any Unrestricted Subsidiary; or (4) make any Investment (other than a Permitted Investment) in any Unrestricted Subsidiary to the extent such Investment, together with the aggregate Investments in all Unrestricted Subsidiaries then outstanding, exceeds the amount set out in Section 6.10(a).
(c)    The Borrower may re-designate an Unrestricted Subsidiary as a Restricted Subsidiary (a “Re-designation”) only if all Liens and Debt of such Unrestricted Subsidiary outstanding immediately following such Re-designation if incurred at such time would have been permitted to be incurred for all purposes of this Agreement.
ARTICLE VII

EVENTS OF DEFAULT
Section 7.01    Events of Default.
If any of the following events (“Events of Default”) shall occur:
(a)    any Obligor shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;
(b) any Obligor shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article VII) payable under any Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five (5) Business Days;
    102

(c)    any representation or warranty made or deemed made by or on behalf of any Loan Party in or in connection with any Loan Document shall prove to have been incorrect in any material respect when made or deemed made; provided that, if any such incorrect representation or warranty is capable of being remedied, it shall not be an “Event of Default” unless such representation or warranty continues unremedied for a period of thirty (30) days following of the earlier of (i) the Administrative Agent giving notice to the Borrower thereof and (ii) a member of the executive committee or a senior member of the treasury department of the Borrower having knowledge thereof;
(d)    any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 5.03(a) or Article VI;
(e)    any Obligor shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clause (a), (b) or (d) of this Article VII), and such failure shall continue unremedied for a period of thirty (30) days following of the earlier of (i) the Administrative Agent giving notice to the Borrower thereof and (ii) a member of the executive committee or a senior member of the treasury department of the Borrower having knowledge thereof;
(f)    any Loan Party or any Restricted Subsidiary shall default in the payment of any Debt when due (after giving effect to any applicable grace period) in an outstanding principal amount equal to or exceeding $100,000,000;
(g)    any event or condition occurs that results in any Debt of any Loan Party or any Restricted Subsidiary in an outstanding principal amount equal to or exceeding $100,000,000 becoming due prior to its scheduled maturity;
(h)    an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any Loan Party or any Restricted Subsidiary or its debts, or of a substantial part of its assets, under any Debtor Relief Law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Restricted Subsidiary or for a substantial part of any such Person’s assets, unless such proceeding is discharged, stayed or dismissed within sixty (60) days of the commencement thereof;
(i)    any Loan Party or any Restricted Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Debtor Relief Law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article VII, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Person or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any proceeding described in clause (h) of this Article, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing, except, with respect to any Restricted Subsidiary, in the context of, or in connection with, any Permitted Reorganization;
(j)    any Loan Party or any Restricted Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;
    103

(k)    any attachment, sequestration, distress or execution affects any asset or assets of a Loan Party having a value in excess of $100,000,000 and such attachment, sequestration, distress or execution is not discharged within sixty (60) days or, where the Borrower reasonably believes such action is frivolous, vexatious or without merit, and is challenging such action in good faith, such action is not discharged within 180 days.
(l)    any Loan Party shall fail within sixty (60) days to pay, bond or otherwise discharge any judgments or orders for the payment of money (not covered by insurance as to which the insurer has been notified of such judgment or order and does not dispute payment) which have not been stayed on appeal or otherwise appropriately contested in good faith in an amount which, when added to all other such judgments or orders outstanding against any Loan Party would exceed $100,000,000;
(m)    any Loan Party shall disavow, revoke or terminate (or attempt to terminate), in each case in writing, any Loan Document to which it is a party or shall otherwise challenge or contest in any action, suit or proceeding in any court or before any Governmental Authority the validity or enforceability of any Loan Document; or any Loan Document shall cease to be in full force and effect (except as a result of the express terms hereof or thereof);
(n)    a Change of Control shall occur;
(o)    any Obligor, other than the Borrower, shall cease to be (i) to the extent such Obligor was designated as an Obligor with the consent of Lenders having Credit Exposures and unused Commitments representing at least 75% of the sum of the total Credit Exposures and unused Commitments at such time, pursuant to Section 2.21(c)(i), a wholly-owned Subsidiary of the Borrower or (ii) to the extent such Obligor was designated as an Obligor with the consent of all Lenders, pursuant to Section 2.21(c)(i), a Subsidiary of the Borrower;
(p)    if, in any applicable jurisdiction, it becomes unlawful for the Borrower or the Guarantor to perform any of its obligations under the Loan Documents;
(q)    an Obligor repudiates a Loan Document or evidences an intention to repudiate a Loan Document; or
(r)    the authority or ability of any Loan Party or any other member of the Restricted Group to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalization, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in relation to any member of the Restricted Group or any of its assets, where such action has resulted in, or would reasonably be expected to result in, a Material Adverse Effect;
then, and in every such event (other than an event with respect to an Obligor described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Obligors, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Obligors accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Obligors; and in case of any event with respect to an Obligor described in clause (h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Obligors accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Obligors.
    104

Section 7.02    Distribution of Payments after Event of Default. In the event that following the occurrence and during the continuance of any Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any the Loan Documents, such monies shall be distributed for application as follows:
(a)    First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent for or in respect of, all reasonable fees, costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the Facility or the Loan Documents or any transactions contemplated thereby, in each case, to the extent reimbursable or indemnifiable pursuant to the Loan Documents;
(b)    Second, to pay any fees, expense reimbursements, indemnities and other amounts (other than principal, reimbursement obligations in respect of LC Disbursements, interest and Letter of Credit fees) then due to the Lenders from the Obligors, ratably among them in proportion to the respective amounts described in this clause (b) payable to them;
(c)    Third, to pay interest then due and payable on the Loans and unreimbursed LC Disbursements ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (c) payable to them;
(d)    Fourth, (i) to prepay principal on the Loans and unreimbursed LC Disbursements ratably and (ii) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrower pursuant to Section 2.06 or 2.20, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (d) payable to them; provided that (x) any such amounts applied pursuant to subclause (ii) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Banks to cash collateralize Obligations in respect of Letters of Credit, (y) subject to Section 2.06 or 2.20, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (d) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be applied in accordance with this Section 7.02;
(e)    Fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent, the Lenders and the Issuing Banks based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and
(f)    Sixth, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by Law.
If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied in the order set forth above.
    105

ARTICLE VIII

THE ADMINISTRATIVE AGENT
Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.
The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the bank serving as the Administrative Agent hereunder in its individual capacity. Such bank and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, the Obligors or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.
The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02 or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law, and (c) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Obligors or any Subsidiaries that is communicated to or obtained by the bank serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02), or as the Administrative Agent shall believe in good faith shall be necessary, or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Administrative Agent by the Borrower, an Issuing Bank or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Documents, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
    106

The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Defaulting Lenders. Without limiting the generality of the foregoing, the Administrative Agent shall not (i) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Defaulting Lender or (ii) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Defaulting Lender (except for the Administrative Agent’s compliance with its own confidentiality obligations hereunder).
The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, increase, reinstatement or renewal of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, the Administrative Agent may presume that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Obligors), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.
The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.
The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) (unless an Event of Default has occurred and is continuing at the time of such appointment in which case only consultation with the Borrower shall be required), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank (which appointment shall be made with the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) (unless an Event of Default has occurred and is continuing at the time of such appointment in which case only consultation with the Borrower shall be required); provided that in no event shall any such successor Administrative Agent be a Defaulting Lender.
    107

Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.
If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, with the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) (unless an Event of Default has occurred and is continuing at the time of such appointment in which case only consultation with the Borrower shall be required), appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.
With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) except for any indemnity payments owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Obligors to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 10.03 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent.
Each Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and not investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender and Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Obligors and their Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder and in deciding whether or to the extent to which it will continue as a lender or assign or otherwise transfer its rights, interests and obligations hereunder.
    108

In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to the Borrower, the Administrative Agent (irrespective of whether the principal of any Loan or Letter of Credit shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, Letter of Credit and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Banks and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Issuing Banks and the Administrative Agent under Section 10.03) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and Issuing Bank to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuing Banks, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Section 10.03.
Anything herein to the contrary notwithstanding, none of the Mandated Lead Arrangers or the Documentation Agent listed on the cover page hereof, or any other Person given a similar title on Schedule 1 hereof, shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or an Issuing Bank hereunder.
The ESG Coordinator will not be liable for any action taken by it under or in connection with any Loan Document, unless directly caused by its gross negligence or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment). No party hereto may initiate or pursue any proceedings against any director, officer, employee, agent, or representative of the ESG Coordinator in respect of any claim against the ESG Coordinator or in respect of any act or omission of any kind by that director, officer, employee, agent, or representative in relation to any Loan Document, and any director, officer, employee, agent, or representative of the ESG Coordinator may rely on this paragraph. The ESG Coordinator shall not act for nor represent the Credit Parties and each Credit Party shall be solely responsible at all times for making its own independent appraisal of and analysis in relation to any sustainable or “ESG” aspects or performance of the Borrower and its Affiliates or with respect to the Facility or this Agreement.
ARTICLE IX

GUARANTY
Section 9.01 Guaranty by the Guarantor.
    109

The Guarantor hereby unconditionally guarantees for the benefit of the Credit Parties, all of the following (collectively, the “Guaranteed Obligations”): (a) all Loans and all other Obligations owing at any time by any Obligor (other than the Borrower), and (b) all reimbursement obligations with respect to Letters of Credit issued for the benefit of any Obligor or any Restricted Subsidiary (other than the Borrower) under this Agreement, and in all cases under subparts (a) or (b) above, whether now existing, or hereafter incurred or arising, including any such interest or other amounts incurred or arising during the pendency of any bankruptcy, insolvency, reorganization, receivership or similar proceeding, regardless of whether allowed or allowable in such proceeding or subject to an automatic stay under Section 362(a) of the Bankruptcy Code. Upon failure by any Obligor (other than the Borrower) to pay punctually any of the Guaranteed Obligations, the Guarantor shall forthwith on demand by the Administrative Agent pay the amount not so paid at the place and in the currency and otherwise in the manner specified in this Agreement or any other applicable agreement or instrument.
Section 9.02    Guaranty Unconditional. The obligations of the Guarantor under this Article IX shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following:
(a)    any extension, renewal, settlement, compromise, waiver or release in respect to the Guaranteed Obligations under any agreement or instrument, by operation of law or otherwise;
(b)    any modification or amendment of or supplement to this Agreement, any other Loan Document, or any agreement or instrument evidencing or relating to the Guaranteed Obligations;
(c)    any release, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations under any agreement or instrument evidencing or relating to any of the Guaranteed Obligations;
(d)    any change in the corporate existence, structure or ownership of any Obligor (other than the Borrower) or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligor (other than the Borrower) or its assets or any resulting release or discharge of any obligation of any Obligor (other than the Borrower) contained in any agreement or instrument evidencing or relating to any of the Guaranteed Obligations;
(e)    the existence of any claim, set-off or other rights which the Guarantor may have at any time against any Obligor (other than the Borrower), the Administrative Agent, any Lender, any Affiliate of any Lender or any other Person, whether in connection herewith or any unrelated transactions;
(f)    any invalidity or unenforceability relating to or against any Obligor (other than the Borrower) for any reason of any agreement or instrument evidencing or relating to any of the Guaranteed Obligations, or any provision of applicable Law or regulation purporting to prohibit the payment by any Obligor of any of the Guaranteed Obligations, or any decree or order prohibiting any Obligor from paying, or releasing or discharging the obligation of any Obligor to pay, any of the Guaranteed Obligations; or
(g)    any other act or omission of any kind by any Obligor, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Article, constitute a legal or equitable discharge of any Obligors’ obligations under this Section, all of which the Guarantor hereby unconditionally waives to the fullest extent permitted by law, other than the payment in full of all Guaranteed Obligations (other than amounts in respect of indemnification, expense reimbursement, tax gross-up or contingent obligations in each case that are owing and with respect to which no claim has been made).
    110

Section 9.03    Waivers. The Guarantor unconditionally waives, to the extent permitted under any applicable Law now or hereafter in effect, insofar as its obligations under this Article IX are concerned, (a) notice of any of the matters referred to in Section 9.02, (b) all notices required by statute, rule of law or otherwise to preserve any rights against the Guarantor hereunder, including, without limitation, any demand, presentment, proof or notice of dishonor or non-payment of any of the Guaranteed Obligations, notice of acceptance of the provisions of this Article IX, notice of the incurrence of any of the Guaranteed Obligations, notice of any failure on the part of any Obligor (other than the Borrower) or any other Person, to perform or comply with any term or provision of this Agreement, any other Loan Document or any other agreement or instrument to which such Obligor or any other Person is a party, or notice of the commencement of any proceeding against any other Person or its any of its property or assets, (c) any right to the enforcement, assertion or exercise against any Obligor (other than the Borrower) or against any other Person or any collateral of any right, power or remedy under or in respect of this Agreement, any other Loan Document or any other agreement or instrument, and (d) any requirement that any such Obligor be joined as a party to any proceedings against the Guarantor or any other Person for the enforcement of any term or provision of this Agreement, any other Loan Documents, the provisions of this Article IX or any other agreement or instrument.
Section 9.04    Guarantor Obligations to Remain in Effect; Restoration. The Guarantor’s obligations under this Article shall remain in full force and effect until the Commitments shall have terminated, and other Guaranteed Obligations, and all other amounts payable by the Obligors (other than the Borrower) under the Loan Documents or any other agreement or instrument evidencing or relating to any of the Guaranteed Obligations (other than amounts in respect of indemnification, expense reimbursement, tax gross-up or contingent obligations, in each case that are owing and with respect to which no claim has been made), shall have been paid in full. If at any time any payment of any of the Guaranteed Obligations is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of any Obligor (other than the Borrower), the Guarantor’s obligations under this Article IX with respect to such payment shall be reinstated at such time as though such payment had been due but not made at such time.
Section 9.05    Waiver of Acceptance, etc. The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any other Obligor or any other Person, or against any collateral or guaranty of any other Person.
Section 9.06    Subrogation. Until the payment in full of all of the Obligations (other than amounts in respect of indemnification, expense reimbursement, tax gross-up or contingent obligations, in each case that are owing and with respect to which no claim has been made) and the termination of the Commitments hereunder, the Guarantor shall have no rights, by operation of law or otherwise, upon making any payment under this section to be subrogated to the rights of the payee against any other Obligor with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by any such Obligor in respect thereof.
Section 9.07    Effect of Stay. In the event that acceleration of the time for payment of any amount payable by any Obligor under any of the Guaranteed Obligations is stayed upon insolvency, bankruptcy or reorganization of such Obligor, all such amounts otherwise subject to acceleration under the terms of any applicable agreement or instrument evidencing or relating to any of the Guaranteed Obligations shall nonetheless be payable by the Guarantor under this Article IX forthwith on demand by the Administrative Agent.
    111

ARTICLE X

MISCELLANEOUS
Section 10.01    Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein or in any other Loan Document shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by electronic mail or by telecopy, as follows:
(i)    If to the Borrower, the Guarantor, any other Obligor or the Administrative Agent, to it at its address (or electronic mail address or telecopy number) set forth on Schedule III; and
(ii)    if to any other Lender, to it at its address (or electronic mail address or telecopy number) set forth in its Administrative Questionnaire.
Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through Electronic Systems, to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).
(b)    Notices and other communications to the Lenders and the Issuing Banks hereunder may be delivered or furnished by using Electronic Systems pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent and each Loan Party may, in each of their respective discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.
Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, electronic mail or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.
(c)    Any party hereto may change its address, electronic mail address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.
(d)    Electronic Systems.
    112

(i)    Each Obligor agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Issuing Banks and the other Lenders by posting the Communications on Debtdomain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System (the “Platform”).
(ii)    Any Electronic System used by the Administrative Agent is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or any Electronic System. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Loan Party, any Lender, any Issuing Bank or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Loan Party’s or the Administrative Agent’s transmission of communications through an Electronic System. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or any Issuing Bank by means of electronic communications pursuant to this Section, including through an Electronic System.
(e)    The Borrower hereby acknowledges that (1) the Administrative Agent, the Mandated Lead Arrangers or the ESG Coordinator will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on the Platform and (2) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will, upon the Administrative Agent’s reasonable request, identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Mandated Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its respective Affiliates or Subsidiaries or its or their respective securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent, the Mandated Lead Arrangers and the ESG Coordinator shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”
Section 10.02 Waivers; Amendments. (a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.
    113

The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless such waiver or consent, as applicable, shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance, amendment, renewal or extension of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No waiver or consent by the Administrative Agent, the Lenders or any Issuing Bank, nor any notice or demand on the Borrower, in any case shall entitle the Borrower to any other or further waiver, consent, notice or demand in similar or other circumstances.
(b)    Subject to Section 2.20(b), neither any Loan Document nor any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Obligors and the Required Lenders or by the Obligors and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (a) change the required percentage set forth in the definition of “Required Lenders”; (b) provide for an extension to the date of payment of any amount under this Agreement; (c) provide for an increase or a reduction in the Applicable Margin or an increase or a reduction in the amount of any payment of principal, interest, fees or any other amount payable to any Lender (provided that, only the Required Lenders’ consent shall be required to amend the rate charged pursuant to Section 2.13(c) or waive the obligation to pay interest at such rate, or amend any Financial Covenant even if the effect is to reduce the rate of interest or the amount of any fee payable under this Agreement); (d) change the currency of payment of any amount under this Agreement; (e) change or extend any Commitment under the Facility; (f) substitute or release any Obligor other than as permitted under this Agreement; (g) change Sections 2.18(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby; (h) waive any condition set forth in Section 4.01, (i) change Section 10.09(a) in a manner that would alter the governing law of this Agreement, (j) amend any provision of this Agreement that expressly requires the consent of all Lenders, and (k) change the definition of “Applicable Percentage”, shall be made without also obtaining the prior consent of, in the case of (a), (f), (g), (h), (i) and (j), all Lenders and, in the case of (b), (c), (d), (e) and (k), each directly and adversely affected Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, any Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, such Issuing Bank or the Swingline Lender, as the case may be.
(c)    Notwithstanding anything herein to the contrary, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent that by its terms requires the consent of all the Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended, or the maturity of any of its Loan may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the consent of such Defaulting Lender and (y) any amendment, waiver or consent requiring the consent of all the Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than the other affected Lenders shall require the consent of such Defaulting Lender.
    114

(d)    Notwithstanding anything herein to the contrary, if the Administrative Agent and the Borrower shall have jointly identified an obvious error, ambiguity omission, defect or inconsistency or any error or omission of a formal, minor, operational or technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any other party to any Loan Document; provided that the Administrative Agent shall notify the Required Lenders of such amendment as soon as practicable thereafter.
Section 10.03    Expenses; Indemnity; Damage Waiver. (a) The Borrower shall pay: (i) all reasonable and documented out of pocket expenses incurred by the Administrative Agent, the Lenders, the Mandated Lead Arrangers and the ESG Coordinator in connection with the preparation, documentation, negotiation, execution and delivery of the Loan Documents, including, but not limited to, travel expenses, drafting and printing of the marketing materials, the reasonable fees, charges and disbursements of one outside counsel for the Administrative Agent, the Mandated Lead Arrangers and the ESG Coordinator, provided that, each of the Administrative Agent, each Lender, the ESG Coordinator and each Mandated Lead Arranger acknowledges and agrees that (x) any such out-of-pocket expenses (excluding, for the avoidance of doubt, fees, costs and expenses of counsel (which shall be subject to clause (ii) of this Section 10.03(a)) and any costs related to Debtdomain or any other similar electronic platform) exceeding $5,000 (individually or in the aggregate) incurred by the Mandated Lead Arrangers or their respective Affiliates in connection with the syndication of the Facility prior to the Closing Date shall be approved by the Borrower (such approval not to be unreasonably withheld, conditioned or delayed), and (y) the obligation to reimburse the Administrative Agent, the Lenders and the Mandated Lead Arrangers for the costs and expenses of counsel incurred in connection with the preparation, negotiation and execution of the Loan Documents shall be subject to the agreements with respect thereto among the Borrower, the Administrative Agent, the Mandated Lead Arrangers and such counsel (as applicable); (ii) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, any Issuing Bank, the ESG Coordinator or any Lender, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, the Issuing Banks, the ESG Coordinator or the Lenders (which shall be limited to one outside counsel in each relevant jurisdiction), in connection with (x) the Facility or any amendment, supplement, modification, waiver or consent related thereto or (y) the issuance, amendment, renewal or extension of any Letter of Credit, in each case subject to an agreement with the Borrower with respect to the amount of such costs and expenses; and (iii) all costs and expenses incurred by the Administrative Agent, any Issuing Bank or any Lender (including documented external counsel fees and out-of-pocket expenses), if any, in connection with the preservation of rights under or with respect to, or enforcement of, this Agreement (whether through negotiations, legal proceedings or otherwise), including the enforcement of the reimbursement rights under this Section 10.03 and in connection with any workout or restructuring in respect of the Loans or Letters of Credit.
    115

(b) Each Obligor (severally and not jointly in the case of each Obligor other than the Borrower) shall indemnify the Administrative Agent, each Issuing Bank, the ESG Coordinator, the Documentation Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of any actual or prospective claim, litigation, investigation or proceeding in any way relating to, arising out of, in connection with or by reason of (whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding)) (i) the execution, delivery or performance of any Loan Document or any agreement or instrument contemplated hereby or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Commitment, Loan or Letter of Credit or the use of the proceeds therefrom or (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or its Subsidiaries and any other Environmental Liability related in any way to the Borrower or any of its Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) result from the gross negligence, bad faith or willful misconduct of such Indemnitee (or any of its Related Parties) or from the material breach by such Indemnitee (or any of its Related Parties) of any obligation under the Loan Documents, in each case, as determined by a court of competent jurisdiction by final and non-appealable judgment or (y) result from a dispute solely among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as the Administrative Agent, Mandated Lead Arranger, ESG Coordinator, Documentation Agent or similar role under the Loan Documents) and not arising out of any act or omission by any Obligor or any of its Affiliates. This Section 10.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.
(c)    To the extent that any Obligor fails to pay any amount required to be paid by it to the Administrative Agent under paragraph (a) or (b) of this Section, and without limiting such Obligor’s obligation to do so, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro-Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. To the extent that any Obligor fails to pay any amount required to be paid by it to the applicable Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the applicable Issuing Bank or the Swingline Lender in its capacity as such.
(d)    To the fullest extent permitted by applicable Law, no party hereto shall assert, or permit any of their Affiliates or Related Parties to assert, and each such party hereby waives, any claim against any other party hereto or any Indemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet, the Platform or any other customary electronic platform or messaging service); provided that such waiver shall not, as to any Person, be available to the extent that such damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of, or a breach of the Loan Documents by, such Person or its Affiliates or Related Parties, or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, any Loan Document or any agreement or instrument contemplated thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this clause (d) shall relieve the Obligors of any obligation they may have to indemnify or reimburse an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party.
(e)    All amounts due under this Section shall be payable promptly after written demand therefor.
Section 10.04    Successors and Assigns.
    116

(a)    The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), except that (i) no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Loan Party without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.
(b)    (i)    Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign all or a portion of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of:
(A)    the Borrower, provided that, no consent of the Borrower shall be required for an assignment to (i) an Initial Lender, (ii) an Affiliate of an Initial Lender that will not increase the payments due from the Obligors under Sections 2.15 and 2.17, (iii) any other Lender previously approved by the Borrower or (iv) if an Event of Default has occurred and is continuing at the time of such assignment, to any other assignee, but the Administrative Agent shall nonetheless send notice of such assignment to the Borrower; and provided, further, that Borrower’s failure to consent to an assignment to (i) a Fund (excluding any Fund that is a Lender previously approved by the Borrower), (ii) to any assignee that is reasonably expected to increase the payments due from the Obligors under Section 2.15 or 2.17 or (iii) a competitor of the Borrower and its Subsidiaries (or an Affiliate of any such competitor), in each case, shall not be deemed to be unreasonably withheld; and
(B)    the Administrative Agent, the Issuing Banks and the Swingline Lender, provided that no such consent shall be required for an assignment of any Commitment to an assignee that is a Lender or an Affiliate of a Lender with a Commitment immediately prior to giving effect to such assignment.
(ii)    Assignments shall be subject to the following additional conditions:
(A)    except in the case of an assignment to a Lender, an Affiliate of a Lender or of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $10,000,000, unless the Borrower and the Administrative Agent otherwise consent;
(B)    each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement (including with respect to its participations in any outstanding Letters of Credit and Swingline Loans);
    117

(C)    the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided, that the Administrative Agent may, in its sole discretion, elect to waive such proceeding and recordation fee in the case of any assignment; and
(D)    the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts at such assignee to whom all syndicate-level information (which may contain material non-public information about the Obligors and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable Laws, including Federal and state securities Laws.
(iii)    Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of (and subject to the obligations and limitations of) Sections 2.15, 2.16, 2.17 and 10.03 and any fees payable hereunder that have accrued for such Lender’s account but have not yet been paid). Upon the surrender, destruction or marking conspicuously as “cancelled” by the assigning Lender of its Note, if any (which each Lender shall undertake upon request), the applicable Obligors shall execute and deliver a Note to the assignee Lender upon request. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.
(iv)    The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Obligors, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Obligors, the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Obligors, any Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.05(c), Section 2.06(d), Section 2.06(e), Section 2.07(b), Section 2.18(d) or Section 10.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.
    118

(c)    Any Lender may, without the consent of the Obligors, the Administrative Agent, the Issuing Banks or the Swingline Lender, sell participations to one or more Persons (other than the Borrower or any of its Affiliates, or a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person)) (a “Participant”), in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged; (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and (C) the Obligors, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 10.02(b) that directly and adversely affects such Participant. The Obligors agree that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the requirements and limitations therein, including the requirements under Section 2.17(f) (it being understood that the documentation required under Section 2.17(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 2.19 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 2.15 or 2.17, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Obligors’ request and expense, to use reasonable efforts to cooperate with the Obligors to effectuate the provisions of Section 2.19(b) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.18(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Obligors, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the
    119

Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Any Lender may, without the consent of the Borrower or the Administrative Agent, at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank or any other central bank; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
Section 10.05    Survival. All covenants, agreements, representations and warranties made by the Obligors in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to any Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or Event of Default at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 10.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.
Section 10.06    Counterparts; Integration; Effectiveness; Electronic Execution. (a) This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
(b)    Delivery of an executed counterpart of a signature page of this Agreement by telecopy, facsimile, electronic mail (including pdf) or any other electronic means complying with the U.S. federal ESIGN Act of 2000 or the New York State Electronic Signatures and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable Law. For the avoidance of doubt, the foregoing also applies to any amendment, extension or renewal of the agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures
    120

and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each of the parties hereto represents and warrants to the other party/ies that is has the corporate capacity and authority to execute this Agreement through electronic means and there are no restrictions for doing so in that party’s constitutive documents.
Section 10.07    Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
Without limiting the foregoing provisions of this Section, if and to the extent that the enforceability of any provision of this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, any Issuing Bank or any Swingline Lender, as applicable, then such provision shall be deemed to be in effect only to the extent not so limited.
Section 10.08    Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other matured obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Obligors against any of and all the matured obligations of the Obligors now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The applicable Lender and applicable Issuing Bank shall notify the Borrower and the Administrative Agent in writing of such setoff and application; provided that any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.
Section 10.09    Governing Law; Jurisdiction; Consent to Service of Process.
(a)    This Agreement and the other Loan Documents and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (in each case, except as expressly set forth in any other Loan Document) shall be construed in accordance with and governed by the law of the State of New York.
(b) Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County, Borough of Manhattan, and of the United States District Court for the Southern District of New York sitting in New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in any Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to any Loan Document against any Obligor or its properties in the courts of any jurisdiction.
    121

(c)    Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to any Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
(d)    Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.01. Nothing in any Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.
EACH LOAN PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT SERVICE OF ALL WRITS, PROCESS AND SUMMONSES IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN THE STATE OF NEW YORK MAY BE MADE UPON CT CORPORATION SYSTEM, AT 28 LIBERTY STREET, NEW YORK, NEW YORK 10005, UNITED STATES OF AMERICA (THE “PROCESS AGENT”) AND EACH LOAN PARTY HEREBY CONFIRMS AND AGREES THAT THE PROCESS AGENT HAS BEEN DULY AND IRREVOCABLY APPOINTED (AND HAS ACCEPTED ITS APPOINTMENT) AS ITS RESPECTIVE AGENT TO ACCEPT SUCH SERVICE OF ANY AND ALL SUCH WRITS, PROCESSES AND SUMMONSES, AND AGREES THAT THE FAILURE OF THE PROCESS AGENT TO GIVE ANY NOTICE OF ANY SUCH SERVICE OF PROCESS TO ANY LOAN PARTY SHALL NOT IMPAIR OR AFFECT THE VALIDITY OF SUCH SERVICE OR OF ANY JUDGMENT BASED THEREON. IF THE PROCESS AGENT SHALL CEASE TO SERVE AS AGENT FOR THE LOAN PARTIES, EACH OF THE LOAN PARTIES SHALL PROMPTLY APPOINT A SUCCESSOR AGENT SATISFACTORY TO THE ADMINISTRATIVE AGENT. EACH LOAN PARTY HEREBY FURTHER AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
Section 10.10    WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
Section 10.11    Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.
Section 10.12 Confidentiality.
    122

Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, partners, employees, agents, including accountants, legal counsel and other advisors and independent auditors (collectively, the “Representatives”) (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) upon the request or demand of any governmental agency or regulatory authority (including any self-regulatory authority) having jurisdiction over such Person or any of its Affiliates; provided that, in each case, such Person agrees, except with respect to any audit or examination conducted by bank accountants or any regulatory authority or self-regulatory authority exercising examination or regulatory authority, to the extent permitted by Law (in which case the disclosing party shall inform the Borrower promptly thereof to the extent practicable and permitted by applicable Law), (c) pursuant to the order of any court or administrative agency in, or to the extent reasonably necessary in connection with, any pending legal, judicial or administrative proceeding, or otherwise as required by applicable Law, rule or regulation or by any subpoena or similar legal process (in which case the disclosing party shall inform the Borrower promptly thereof to the extent practicable and permitted by applicable Law), (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or prospective Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Obligors and their obligations under the Loan Documents, (g) with the consent of the Borrower, (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section, (ii) becomes available to the Administrative Agent, any Issuing Bank or any Lender on a non-confidential basis from a source other than a Loan Party or (iii) to the extent that such Information is independently developed by the Administrative Agent or the Lenders without the using or otherwise reflecting of such Information or (i) on a confidential basis to the CUSIP bureau in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the Facility. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and publicly available information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to the Mandated Lead Arrangers and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments and the Borrowings hereunder. The Administrative Agent and Lenders shall also have permission to use the names and logos of the Loan Parties in the Administrative Agent’s or their respective affiliates’ marketing materials, subject to the Borrower’s prior written consent (not to be unreasonably withheld, conditioned or delayed). For the purposes of this Section, “Information” means all information received from a Loan Party relating to the Loan Parties or their business, other than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by a Loan Party; provided that, in the case of information received from a Loan Party after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
Section 10.13    Material Non-Public Information.
(a)    EACH LENDER ACKNOWLEDGES THAT INFORMATION (AS DEFINED IN SECTION 10.12) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS
    123

THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.
(b)    ALL INFORMATION NOT MARKED “PUBLIC”, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY A LOAN PARTY OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE LOAN PARTIES AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.
Section 10.14    Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable Law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable Law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate. To the extent lawful, the interest and Charges that would have been paid in respect of such Loan but were not paid as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the amount collectible at the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate for each day to the date of repayment, shall have been received by such Lender. Any amount collected by such Lender that exceeds the maximum amount collectible at the Maximum Rate shall be applied to the reduction of the principal balance of such Loan or refunded to the Borrower so that at no time shall the interest and charges paid or payable in respect of such Loan exceed the maximum amount collectible at the Maximum Rate.
Section 10.15    Judgment Currency.
(a)    If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in one currency into another currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which, in accordance with normal banking procedures in the relevant jurisdiction, the first currency could be purchased with such other currency on the Business Day immediately preceding the day on which final judgment is given.
(b) If any party hereto or any holder of any obligation owing hereunder (the “Applicable Creditor”) obtains a judgment or judgments against a Loan Party in a foreign currency, any Dollar-denominated obligations of such Loan Party in respect of any sum adjudged to be due to the Applicable Creditor hereunder (the “Judgment Amount”) shall be discharged only to the extent that, on the Business Day following receipt by the Applicable Creditor of the Judgment Amount in such foreign currency, the Applicable Creditor, in accordance with normal banking procedures in the relevant jurisdiction, may purchase Dollars with the Judgment Amount in such foreign currency. If the amount of Dollars so purchased is less than the amount of Dollars that could have been purchased with the Judgment Amount on the date or dates the Judgment Amount was originally due and owing (the “Original Due Date”) to the Applicable Creditor (the “Loss”), each applicable Loan Party agrees as a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against the Loss, and if the amount of Dollars so purchased exceeds the amount of Dollars that could have been purchased with the Judgment Amount on the Original Due Date, the Applicable Creditor agrees to remit such excess to the Loan Parties (as applicable). The obligations of the Loan Parties under this Section 10.15 shall survive the termination of this Agreement and the payment of all other amounts owing hereunder.
    124

(c)    Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Loan Documents in a currency or currency unit other than that in which it is expressed to be payable.
Section 10.16    Waiver of Immunity. Each of the Loan Parties acknowledges and agrees that the activities contemplated by the provisions of the Loan Documents are commercial in nature rather than governmental or public and therefore acknowledges and agrees that such Loan Party is not entitled to any right of immunity on the grounds of sovereignty or otherwise with respect to such activities or in any legal action or proceeding arising out of or relating to the Loan Documents. To the extent permitted by applicable Law, each Loan Party, in respect of itself, its process agents and its properties (including its Subsidiaries) and revenues, expressly and irrevocably waives any such right of immunity which may now or hereafter exist (including any immunity from the jurisdiction of any court or from any suit, execution, attachment (whether provisional or final, in aid of execution, prior to judgment or otherwise) or other legal process (including in any jurisdiction where immunity (whether or not claimed) may be attributed to it or its assets)) or claim thereto which may now or hereafter exist and irrevocably agrees not to assert any such right or claim of immunity in any such action or proceeding to the fullest extent permitted now or in the future by the laws of any such jurisdiction. The Loan Parties agree that the waivers set forth in this Section 10.24 shall have the fullest effect permitted under applicable Law, including the Foreign Sovereign Immunities Act of 1976 of the United States of America (28 U.S.C. §§1602-1611) (the “FSIA”), and are intended to be irrevocable and not subject to withdrawal for purposes of the FSIA.USA PATRIOT Act. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each Loan Party that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and the requirements of the Beneficial Ownership Regulation, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name, address and tax identification number of such Loan Party and other information that will allow such Lender or Administrative Agent, as applicable, to identify each Loan Party in accordance with the PATRIOT Act and the Beneficial Ownership Regulation.
Section 10.18 No Advisory or Fiduciary Responsibility. In connection with all aspects of the Transactions (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Loan Parties and their Affiliates, on the one hand, and the Administrative Agent, the Mandated Lead Arrangers, the ESG Coordinator and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions; (ii) (A) the Administrative Agent, each Mandated Lead Arranger, the ESG Coordinator and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for any Loan Party, its stockholders or any of its Affiliates (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters), or any other Person and (B) neither the Administrative Agent, any Mandated Lead Arranger, the ESG Coordinator, the Documentation Agent nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the Transactions except those obligations (if any) expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Mandated Lead Arrangers, the ESG Coordinator, the Documentation Agent and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve economic interests that conflict with those of and the Loan Parties, their stockholders and/or their Affiliates, and neither the Administrative Agent, any Mandated Lead Arranger, the ESG Coordinator, the Documentation Agent nor any Lender has any obligation to disclose any of such interests to the Loan Parties or any of their respective Affiliates.
    125

Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender on the one hand, and such Loan Party, its stockholders or its Affiliates, on the other. To the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, each of the Mandated Lead Arrangers, the ESG Coordinator, the Documentation Agent, any Lender or the respective Affiliates of each of the foregoing with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
Section 10.19    Acknowledgment and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a)    the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and
(b)    the effects of any Bail-In Action on any such liability, including, if applicable:
(i)    a reduction in full or in part or cancellation of any such liability;
(ii)    a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or
(iii)    the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.
The provisions of this Section 10.19 are intended to comply with, and shall be interpreted in light of, Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union.
Section 10.20 Electronic Execution of Assignments and Certain Other Documents.
    126

The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any Loan Document or other document to be signed in connection with this Agreement and the Transactions (including without limitation Assignment and Assumptions, amendments or other modifications hereof, or Borrowing Requests, Letter of Credit Requests, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act or any other similar state laws based on the Uniform Electronic Transactions Act. Each of the parties hereto represents and warrants to the other party/ies that is has the corporate capacity and authority to execute such Loan Document through electronic means and there are no restrictions for doing so in that party’s constitutive documents.
[Signature pages follow]

    127

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
MILLICOM INTERNATIONAL CELLULAR S.A., as Borrower and Guarantor
By:
Name:
Title:


By:
Name:
Title:
THE BANK OF NOVA SCOTIA, as Lender, Swingline Lender, Issuing Bank and Administrative Agent


By:
Name:
Title:
BGL BNP PARIBAS S.A., as Lender and Issuing Bank


By:
Name:
Title:


By:
Name:
Title:


DBN BANK ASA, SWEDEN BRANCH, as ESG Coordinator
By:
Name:
Title:

    [Signature Page – Credit Agreement]

By:
Name:
Title:


    [Signature Page – Credit Agreement]

DBN SWEDEN AB, as Lender
By:
Name:
Title:

By:
Name:
Title:




BANCO BILBAO VIZCAYA ARGENTARIA, S.A., LONDON BRANCH, as Lender
By:
Name:
Title:
BANCO SANTANDER S.A., as Lender


By:
Name:
Title:
BANK OF AMERICA, N.A., as Lender


By:
Name:
Title:


CITIBANK N.A., JERSEY BRANCH, as Lender
By:
Name:
Title:


    [Signature Page – Credit Agreement]

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Lender
By:
Name:
Title:

By:
Name:
Title:
GOLDMAN SACHS BANK USA, as Lender


By:
Name:
Title:
J.P. MORGAN AG, as Issuing Bank


By:
Name:
Title:


J.P. MORGAN SECURITIES PLC, as Lender
By:
Name:
Title:


MORGAN STANLEY SENIOR FUNDING, INC.,, as Lender
By:
Name:
Title:

    [Signature Page – Credit Agreement]

Schedule I

Lenders and Commitments
Lender Title Commitment Letter of
Credit Commitment
The Bank of Nova Scotia Joint Mandated Lead Arranger and Joint Bookrunner $75,000,000 $33,333,334
BGL BNP Paribas S.A. Joint Mandated Lead Arranger and Joint Bookrunner $70,000,000 $33,333,333
Citibank N.A., Jersey Branch Mandated Lead Arranger $55,000,000 N/A
Bank of America, N.A. Mandated Lead Arranger $55,000,000 N/A
J.P. Morgan Securities plc Mandated Lead Arranger $55,000,000 N/A
J.P. Morgan AG N/A $33,333,333
Goldman Sachs Bank USA Mandated Lead Arranger $55,000,000 N/A
Morgan Stanley Senior Funding, Inc. Mandated Lead Arranger $55,000,000 N/A
Banco Santander S.A. Mandated Lead Arranger $55,000,000 N/A
DNB Sweden AB Mandated Lead Arranger $55,000,000 N/A
Banco Bilbao Vizcaya
Argentaria, S.A., London Branch		 Lead Arranger $35,000,000 N/A
Credit Suisse AG, Cayman
Islands Branch		 Lead Arranger $35,000,000 N/A
Total: $600,000,00
0		 $100,000,00
0

Schedule I - 1
0010146-0000535 NYO1: 2005567341.3

Schedule II

ESG Targets
For purposes of this Schedule II, “Group” means the Borrower and its operating Subsidiaries in Latin America (solely for purposes of ESG Target 1, other than any Subsidiaries in Guatemala), collectively.
ESG TARGET 1: CONSUMER PREMISES EQUIPMENT (“CPE”) – END-TO-END RECOVERY FOR THE GROUP (“ESG TARGET 1”)
Reducing the Group’s environmental footprint and conserving natural resources is a strategic imperative for the Group. One of the strategies that the Group has implemented to impact its environmental footprint is the recovery of CPE units that can be repaired and reused in the Group’s network or recycled to reduce waste and save costs. Through the Group’s reverse logistics and E-waste recycling program, the Group recovers CPE units as customers upgrade or discontinue services. The Group’s approach is threefold:
•Reduce the need for new pieces of CPE and thereby avoid the cost and energy consumption associated with manufacturing new equipment;
•Reuse items recovered from customers due to service termination or upgrade; and
•Recycle as much of the Group’s CPE as possible at the end of the useful life.
During the Financial Year 2019, the Group recovered approximately 69% of CPE units.
The table below sets forth the target annual CPE unit recovery percentages for the Financial Years 2021 through 2024 (the “ESG Target 1 Annual Target”):
Financial Year ESG Target 1 Annual Target
2021 ≥72%
2022 ≥73%
2023 ≥75%
2024 ≥76%

With respect to any Financial Year listed in the table above, compliance with the ESG Target 1 Annual Target will be measured as a fraction (expressed as a percentage), the numerator of which is the number of CPEs that have been collected, processed in the lab and confirmed to have been recovered as of December 31 of such Financial Year (which will be reused by the Group), and the denominator of which is the total number of CPEs used by the Group as of December 31 of such Financial Year (“CPE Recovery Approach Metric”).

Schedule III - 1
0010146-0000535 NYO1: 2005567341.3

ESG TARGET 2: SUPPLIER CORPORATE RESPONSIBILITY TRAINING PROGRAM (“ESG TARGET 2”)
As part of its corporate responsibility plan, the Group trains its suppliers on corporate responsibility issues including health and safety, anti-corruption, compliance, fair labor, ethics, eco-efficiency and child rights (the “Supplier CR Training Program”). The suppliers receive training aimed at identifying risks and developing action plans to help improve their corporate responsibility performance over time. The Group measures their progress on corrective action plans through a sustainable procurement platform and audits. While the Supplier CR Training Program is open to all of the Group’s suppliers, for purposes of ESG Target 2, only suppliers on which the Group spends an excess of $1 million are included (the “ESG Target 2 Suppliers”).
During the Financial Year 2019, 42 out of 250 of the ESG Target 2 Suppliers participated in the Supplier CR Training Program.
The table below sets forth the target annual Supplier CR Training Program participation of ESG Target 2 Suppliers (expressed in percentages) for the Financial Years 2021 through 2024 (the “ESG Target 2 Annual Target”):
Financial Year ESG Target 2 Annual Target
2021 ≥75%
2022 ≥85%
2023 100%
2024 100%

With respect to any Financial Year listed in the table above, compliance with the ESG Target 2 Annual Target will be measured as a fraction (expressed as a percentage), the numerator of which is the number of ESG Target 2 Suppliers that participated in the Supplier CR Training Program as of December 31 of such Financial Year, and the denominator of which is the total number of ESG Target 2 Suppliers for such Financial Year as of December 31 of such Financial Year (the “Supplier CR Training Program Metric”).
ESG TARGET 3: TRAIN WOMEN THROUGH THE DIGITAL INCLUSION PROGRAM (“ESG TARGET 3”)
In an effort to reduce the gender gap in the use of mobile technology and to bring women into the digital ecosystem, the Group trains women on digital literacy and entrepreneurship to empower them and improve their levels of income. Through the Group’s Conectadas digital and financial inclusion program (the “Conectadas Program”), which is supported in partnership with non-profit organizations, women throughout Latin America learn internet and mobile technology skills as well as how to obtain microfinancing for their small-business ventures.

Schedule III - 2
0010146-0000535 NYO1: 2005567341.3

During the Financial Year 2020, 150,000 women were trained in the Conectadas Program.
The table below sets forth the target annual participation in the Conectadas Program (expressed in the total number of women that the Group expects to train each Financial Year) for the Financial Years 2021 through 2024 (the “ESG Target 3 Annual Target”):
Financial Year ESG Target 3 Annual Target
2021 ≥95,000
2022 ≥97,000
2023 ≥99,000
2024 100,000

With respect to any Financial Year listed in the table above, compliance with the ESG Target 3 Annual Target will be measured by the total number of women who have been trained in the Conectadas Program for such Financial Year as of December 31 of such Financial Year (the “Conectadas Program Metric”).
ESG TARGET 4: TRAIN TEACHERS THROUGH OUR MAESTR@S CONECTAD@S PROGRAM (“ESG TARGET 4”)
In response to the challenges that the Covid-19 pandemic poses for education, the Group launched the Maestr@s Conectad@s Program (“MCP”), a program specifically designed to train teachers in the use of digital education tools, free of cost.
During the course of Financial Year 2020, approximately 140,000 teachers have been enrolled in the MCP. Because this is a new program no annual baseline or historic information is available.
The table below sets forth the target annual participation in the MCP (expressed in the total number of teachers that the Group expects to train each Financial Year) for the Financial Years 2021 through 2024 (the “ESG Target 4 Annual Target”):
Financial Year ESG Target 4 Annual Target
2021 ≥80,000
2022 ≥82,000
2023 ≥84,000
2024 ≥86,000

Schedule III - 3
0010146-0000535 NYO1: 2005567341.3

With respect to any Financial Year listed in the table above, compliance with the ESG Target 4 Annual Target will be measured by the total number of teachers trained in the MCP for such Financial Year as of December 31 of such Financial Year (the “MCP Metric”).
Schedule III - 4
0010146-0000535 NYO1: 2005567341.3

Schedule III

Administrative Agent’s Office, Certain Addresses for Notices
If to the Borrower or to the Guarantor, to it, at:
Millicom International Cellular S.A.
2, rue du Fort Bourbon
L-1249, Luxembourg Grand Duchy of Luxembourg
Attention: Office of the General Counsel
Email: [***]; [***]
If to any other Obligor, to it, at the notice address notified in writing to the Administrative Agent on or prior to the date on which it becomes a party hereto, with copy to:
Millicom International Cellular S.A.
2, rue du Fort Bourbon
L-1249, Luxembourg Grand Duchy of Luxembourg
Attention: Office of the General Counsel
Email: [***]; [***]
If to the Administrative Agent, to it, at:
The Bank of Nova Scotia
Global Wholesale Operations
720 King Street West, 4th Floor
Toronto, Ontario, Canada M5V 2T3
Attention: Tyrone Nicholson
Email: [***] and [***]
with a copy to (which shall not constitute notice for the purposes of Section 10.01):
Allen & Overy LLP
1221 Avenue of the Americas
New York, NY 10020
Attention: Todd Koretzky
Email: [***]
If to the Issuing Banks, to each, at:
BGL BNP Paribas S.A.
50, Avenue J.F. Kennedy
Luxembourg, Luxembourg L-2951
Attention: Antonio Leitao
Email: [***]

Schedule III - 1
0010146-0000535 NYO1: 2005567341.3

The Bank of Nova Scotia
Global Wholesale Operations
720 King Street West, 4th Floor
Toronto, Ontario, Canada M5V 2T3
Attention: Tyrone Nicholson
Email: [***] and [***]
JPMorgan Chase Bank N.A.
1 Chaseside, Bournemouth. UK BH7 7DA
Attention: Global Trade Services
Email: [***] (Issuance requests) with copy to
[***]
If to the Swingline Lender, to it, at:
The Bank of Nova Scotia
Global Wholesale Operations
720 King Street West, 4th Floor
Toronto, Ontario, Canada M5V 2T3
Attention: Tyrone Nicholson
Email: [***] and [***]

Schedule III - 2
0010146-0000535 NYO1: 2005567341.3
EX-4.4 4 tigo-amendmentno2exhibit.htm EX-4.4 Document
Exhibit 4.4
AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT
This AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT (this “Amendment and Extension”), dated as of August 22, 2024, is entered into by and among Millicom International Cellular S.A., a public limited liability company (société anonyme), organized and existing under the laws of the Grand Duchy of Luxembourg, with its registered office and principal place of business located at 2, rue du Fort Bourbon, L-1249, Luxembourg, and registered with the Luxembourg Trade and Companies Register under number B 40630, as borrower (in such capacity, the “Borrower”) and as guarantor (in such capacity, the “Guarantor”), the Lenders party hereto and The Bank of Nova Scotia, as the administrative agent (the “Administrative Agent”). Capitalized terms used herein without definition shall have the meanings set forth in the Revolving Credit Agreement (as defined below).
WHEREAS, the Borrower, the Guarantor, the Administrative Agent and the undersigned Lenders, who collectively constitute the Required Lenders (the “Consenting Lenders”) are party to that certain Revolving Credit Agreement, dated as of October 15, 2020 (as amended and otherwise modified from time to time (including pursuant to Amendment No. 1 to Revolving Credit Agreement, dated as of June 26, 2023) until immediately prior to the Amendment No. 2 Effective Date (as defined below), the “Revolving Credit Agreement”);
WHEREAS, each of the Consenting Lenders is willing to agree, subject to the terms and conditions hereof, to extend the maturity date of all of the Loans held by such Consenting Lender (such Loans, the “Extending Loans”) and Commitments held by such Consenting Lender (such Commitments, the “Extending Commitments”) to October 15, 2027;
WHEREAS, (i) the initial version of this Amendment and Extension posted to (or otherwise shared with) the Lenders constitutes notice of a proposed extension request as required pursuant to Section 2.22(a) of the Revolving Credit Agreement and (ii) the Borrower and the Consenting Lenders are willing to waive any advance notice or other timing requirements for such proposed extension request otherwise required by Section 2.22(a) of the Revolving Credit Agreement;
WHEREAS, Atlas Luxco S.à r.l., a private limited liability company (société à responsabilité limitée), organized and existing under the laws of the Grand Duchy of Luxembourg, with its registered office located at 53, boulevard Royal, L-2449, Luxembourg, and registered with the Luxembourg Trade and Companies Register under number B 274990 (“Atlas”), a subsidiary of Atlas Investissement S.A.S, has commenced separate but concurrent offers in Sweden and the United States to acquire all of the issued and outstanding common shares, including Swedish Depositary Receipts representing common shares, of the Borrower that are not already owned by Atlas and its affiliates, which may result in Atlas and its affiliates or any of its controlling shareholders collectively becoming the owner of more than 50% of the Voting Stock of the Borrower, collectively, the “Potential Transaction”; and
WHEREAS, at the Borrower’s request, the Consenting Lenders are willing to agree, subject to the terms and conditions hereof, to make certain other amendments to the Revolving Credit Agreement, as further set forth in the Conformed Credit Agreement (as defined below).
NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


Section 1.    Extension of Maturity.
Each of the Borrower and each Consenting Lender hereby agrees that, effective as of (and subject to the occurrence of) the Amendment No. 2 Effective Date, each Consenting Lender’s Existing Loans and Existing Commitments (each, as defined below) shall be deemed to be Extending Loans and Extending Commitments and the Maturity Date in respect of such Extending Loans and Extending Commitments shall be October 15, 2027 (the “Extension”), all as more fully set forth in the Conformed Credit Agreement.
Pursuant to Section 1.09 of the Revolving Credit Agreement, each Consenting Lender hereby agrees as follows:
(a)    such Consenting Lender shall be deemed to have exchanged all of its Loans outstanding under the Revolving Credit Agreement immediately prior to the Amendment No. 2 Effective Date (the “Existing Loans”) for Extending Loans; and
(b)    such Consenting Lender shall be deemed to have exchanged all of its Commitments outstanding under the Revolving Credit Agreement immediately prior to the Amendment No. 2 Effective Date (the “Existing Commitments”) for Extending Commitments.
Immediately following the occurrence of the Amendment No. 2 Effective Date, the aggregate amount of the Lenders’ Extending Commitments shall be as set forth on Annex I hereto.
The Borrower, the Consenting Lenders and the Administrative Agent hereby (i) acknowledge that pursuant to the Revolving Credit Agreement the Administrative Agent may effect such amendments to the Revolving Credit Agreement as are reasonably necessary to provide for the extension contemplated by this Section 1 with the consent of the Loan Parties but without the consent of any other Lenders, (ii) waive any advance notice or other timing requirements for any extension request relating to the Extension otherwise required by Section 2.22(a) of the Revolving Credit Agreement, (iii) waive any minimum extension requirements set forth in Section 2.22(e) of the Revolving Credit Agreement, and (iv) agree that the extension contemplated by this Section 1 shall not reduce the aggregate number of extension requests that the Borrower may make in accordance with Section 2.22(a) of the Revolving Credit Agreement.
Section 2.    Amendment of Revolving Credit Agreement.
Subject to the satisfaction of the conditions to effectiveness set forth in Section 4, the Borrower, the Consenting Lenders and the Administrative Agent hereby agree that, on and with effect from the Amendment No. 2 Effective Date, the Revolving Credit Agreement shall be amended by deleting the stricken text (indicated textually in the same manner as the following example: or ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text or double-underlined text) as set forth in the conformed version of the Revolving Credit Agreement attached hereto as Exhibit A (the “Conformed Credit Agreement”).
Section 3.    Consent Fee.
As consideration for each Consenting Lender executing this Amendment and Extension, the Borrower shall pay (or cause to be paid) to the Administrative Agent, for the account of each Consenting Lender, a consent fee (the “Consent Fee”) in an amount equal to 0.25% of the aggregate amount of Commitments held by such Consenting Lender as of the Amendment No. 2 Effective Date, which Consent Fee shall be earned, due and payable in full on the Amendment No. 2 Effective Date.
2

The Borrower agrees that, once paid, the Consent Fee or any part thereof will not be refundable or rebated under any circumstances, unless otherwise agreed in writing by the applicable Lender. All fees payable hereunder will be paid in Dollars in immediately available funds, will not be subject to reduction by way of counterclaim or set-off and will be in addition to reimbursement of any reasonable and documented out-of-pocket expenses to the extent reimbursable under the Revolving Credit Agreement. In addition, all payments hereunder will be made free and clear of and without deduction for any and all present or future applicable taxes (including value added taxes), levies, imposts, duties, deductions, charges or withholdings imposed by any federal, state or local taxing authority and all liabilities with respect thereto, or will be grossed up by the Borrower for such amounts. The Borrower agrees that each Lender may, in its sole discretion, share all or a portion of the Consent Fee payable to it hereunder with any of its affiliates. It is hereby acknowledged and agreed that payment of the Consent Fee constitutes a payment obligation under the Revolving Credit Agreement, and any failure by the Borrower to timely pay (or cause to be paid) the Consent Fee in full in accordance with this Amendment and Extension shall result in an immediate Event of Default under the Revolving Credit Agreement (unless otherwise agreed by each affected Lender in its sole discretion).
Section 4.     Conditions to Effectiveness. This Amendment and Extension shall become effective on the first date (the “Amendment No. 2 Effective Date”) on which the following conditions are satisfied:
(a)    receipt by the Administrative Agent of fully compiled and executed counterparts of this Amendment and Extension duly executed by (i) the Administrative Agent, (ii) the Consenting Lenders comprising the Required Lenders, and (iii) the Borrower;
(b)    receipt by the Administrative Agent of a certificate of an Authorized Officer of the Borrower, dated as of the Amendment No. 2 Effective Date, certifying that (A) except as set forth in Annex II, the representations and warranties set forth in Article III of the Revolving Credit Agreement are true and correct in all material respects (or in all respects if the applicable representation or warranty is qualified by Material Adverse Effect or materiality) on and as of the Amendment No. 2 Effective Date and after giving effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such date), and (B) as of the Amendment No. 2 Effective Date, and after giving effect to the transactions contemplated in this Amendment and Extension, no Default or Event of Default shall have occurred and be continuing;
(c)    receipt by the Administrative Agent of a certificate of an Authorized Officer or director of the Borrower, dated as of the Amendment No. 2 Effective Date, certifying that:
(i)    the constitutional documents of the Borrower (x) are attached thereto or (y) have not been amended or otherwise modified since the most recent delivery thereof to the Administrative Agent under the Revolving Credit Agreement;
(ii)    copies of the resolutions of the board of directors (or equivalent governing body) of the Borrower authorizing this Amendment and Extension and the transactions contemplated hereby are attached thereto;
(iii)    an incumbency certificate for, and the specimen signatures of, the persons authorized (pursuant to the resolutions referred to above) to sign this Amendment and Extension on behalf of the Borrower are attached thereto;
3

(iv)    a good standing (or equivalent) certificate recently issued by the Borrower’s jurisdiction of incorporation (if applicable in such jurisdiction) is attached thereto; and
(v)    copies of (x) an excerpt from the Luxembourg Register of Commerce and Companies dated as of the Amendment No. 2 Effective Date and (y) a certificate of non-inscription of judicial decisions (certificat de non-inscription d’une décision judiciaire) from the Luxembourg Register of Commerce and Companies dated as of the Amendment No. 2 Effective Date, are attached thereto;
(d)    the representations and warranties in Section 5 hereof shall be true and correct as of the Amendment No. 2 Effective Date;
(e)    (i) the Consenting Lenders shall have received, or the Administrative Agent shall have received for the account of the Consenting Lenders, from (or on behalf of) the Borrower, payment of the Consent Fee, and (ii) the Administrative Agent shall have received payment or reimbursement of all costs and expenses then due and payable (and to the extent invoiced at least two Business Days prior to the date hereof) in accordance with any written agreement (including the Revolving Credit Agreement) with the Borrower relating to this Amendment and Extension and the other Loan Documents;
(f)    unless such minimum shall have been waived in writing by the Borrower, the aggregate amount of Commitments held by the Consenting Lenders and subject to the Extension shall be no less than $500,000,000;
(g)    receipt by the Administrative Agent of an opinion (addressed to the Administrative Agent and the Lenders and dated as of the Amendment No. 2 Effective Date) of each of (i) King & Spalding LLP, New York counsel to the Loan Parties, and (ii) Hogan Lovells (Luxembourg) LLP, Luxembourg counsel to the Loan Parties, in each case, in substantially the same form as delivered on the Closing Date; and
(h)    receipt by the Administrative Agent and any applicable Lenders, at least three (3) Business Days prior to the date hereof, of (i) all documentation and other information requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations (including the PATRIOT Act and Beneficial Ownership Regulations) at least ten (10) days prior to the date hereof and, (ii) if any Obligor qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a customary Beneficial Ownership Certification in respect of such Obligor.
Section 5.    Representations & Warranties.
In order to induce the Administrative Agent and the Lenders party hereto to enter into this Amendment and Extension, the Borrower hereby represents and warrants to the Lenders and the Administrative Agent that:
(a)    the Borrower has the power to enter into, perform and deliver, and has taken all necessary action to authorize its entry into, performance and delivery of, this Amendment and Extension, the Revolving Credit Agreement, as modified hereby, and each other Loan Document, as applicable;
(b) this Amendment and Extension (and the Revolving Credit Agreement as amended hereby) constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and
4

(c)    the Potential Transaction is not in violation of any Sanctions Laws.
Section 6.    Ratification.
(a)    The Revolving Credit Agreement, after giving effect to this Amendment and Extension, and all other documents executed and delivered in connection therewith remain in full force and effect in accordance with their respective terms and are hereby ratified and affirmed by the Borrower in all respects. Nothing herein shall be construed to limit, affect, modify or alter (i) any Loan Party’s obligations under the Loan Documents to which such Loan Party is a party, (ii) any terms or provisions of the Revolving Credit Agreement or (iii) any other documents executed and delivered in connection therewith. To the extent any terms and conditions in any Loan Document shall contradict or be in conflict with any terms or conditions of the Revolving Credit Agreement, after giving effect to this Amendment and Extension, such terms and conditions are hereby deemed modified and amended accordingly to reflect the terms and conditions of the Revolving Credit Agreement, after giving effect to this Amendment and Extension.
(b)    From and after the Amendment No. 2 Effective Date, each reference in the Revolving Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference to the “Revolving Credit Agreement” in any other Loan Document shall in each case be deemed a reference to the Revolving Credit Agreement, as modified hereby. This Amendment and Extension shall constitute a “Loan Document” for all purposes of the Revolving Credit Agreement and the other Loan Documents.
Section 7. General. On and after the Amendment No. 2 Effective Date, all references to the Revolving Credit Agreement set forth in the Loan Documents and all other documents executed and delivered in connection therewith shall be deemed to refer to the Revolving Credit Agreement as amended by this Amendment and Extension. This Amendment and Extension (together with the Revolving Credit Agreement as amended hereby) embodies the entire understanding and agreement among the parties hereto and thereto with respect to the subject matter hereof and thereof and supersede all prior agreements, understandings and inducements, whether express or implied, oral or written. From and after an ESG Termination Event, the Revolving Credit Agreement shall no longer be classified as a sustainability-linked loan and the ESG based provisions in the Revolving Credit Agreement shall be ineffective.
Section 8.     Successors and Assigns. This Amendment and Extension shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto (including, for the avoidance of doubt, any assignees of any Loans of any Lender assigned after the date hereof).
Section 9. Execution in Counterparts. This Amendment and Extension may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment and Extension by telecopy, facsimile, electronic mail (including pdf) or any other electronic means complying with the U.S. federal ESIGN Act of 2000 or the New York State Electronic Signatures and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable Law.
5

The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Amendment and Extension and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each of the parties hereto represents and warrants to the other parties hereto that is has the corporate capacity and authority to execute this Amendment and Extension through electronic means and there are no restrictions for doing so in that party’s organizational documents.
Section 10.     Governing Law; Jurisdiction. The provisions of Sections 10.09(a), (b) and (c) of the Revolving Credit Agreement are hereby incorporated by reference and apply mutatis mutandis hereto.
Section 11.     No Novation. This Amendment and Extension is not intended by the parties to the Loan Documents to be, and shall not be construed to be, a novation of the Loan Documents or an accord and satisfaction in regard thereto.
Section 12.     Miscellaneous Provisions. The provisions of Sections 10.03, 10.10, 10.16 and 10.19 of the Revolving Credit Agreement are hereby incorporated by reference and apply mutatis mutandis hereto.
[Signature pages follow]
6

IN WITNESS WHEREOF, the parties hereto have caused this Amendment and Extension to be executed by their respective duly authorized representatives as of the date first written above.

MILLICOM INTERNATIONAL CELLULAR S.A.,
as Borrower and Guarantor
By: /s/ Carolina Bernal
Name:    Carolina Bernal
Title:    VP Corporate Finance
By: /s/ Celso Vianna
Name:    Celso Vianna
Title:    Chief Accounting Officer




THE BANK OF NOVA SCOTIA,
as Administrative Agent
By: /s/ Ana C. Espinoza
Name:    Ana C. Espinoza
Title:    Director, International Banking
By: /s/ Venita Ramjattan
Name:    Venita Ramjattan
Title:    Associate


[Amendment No. 2 and Extension under Revolving Credit Agreement]

THE BANK OF NOVA SCOTIA,
as a Consenting Lender
By: /s/ Carlene Lyn
Name:    Carlene Lyn
Title:    Vice President, Corporate & Commercial Banking


[Amendment No. 2 and Extension under Revolving Credit Agreement]

BANK OF AMERICA N.A.,
as a Consenting Lender
By: /s/ Gonzalo Isaacs
Name:    Gonzalo Isaacs
Title:    Authorized Signatory


[Amendment No. 2 and Extension under Revolving Credit Agreement]

BGL BNP Paribas, S.A.,
as a Consenting Lender and an Issuing Bank
By: /s/ Horst Jacoby
Name:    Horst Jacoby
Title:    Head of Corporate Banking
By: /s/ Fabrice Cucchi
Name:     Fabrice Cucchi
Title:     Authorized Signatory


[Amendment No. 2 and Extension under Revolving Credit Agreement]

CITIBANK, N.A. JERSEY BRANCH,
as a Consenting Lender
By: /s/ Anne Donegan
Name:    Anna Donegan
Title:    Vice President


[Amendment No. 2 and Extension under Revolving Credit Agreement]

GOLDMAN SACHS BANK USA,
as a Consenting Lender
By: /s/ Joshua Ellis-Jones
Name:    Joshua Ellis-Jones
Title:    Authorised Signatory


[Amendment No. 2 and Extension under Revolving Credit Agreement]

J.P. MORGAN SECURITIES PLC,
as a Consenting Lender
By: /s/ Jyothi Garg
Name:    Jyothi Garg
Title:    Vice President


[Amendment No. 2 and Extension under Revolving Credit Agreement]

J.P. MORGAN SE,
as an Issuing Bank
By: /s/ Miguel Holler
Name:    Miguel Holler
Title:    Vice President
By: /s/ Lionel Julienne
Name:    Lionel Julienne
Title:    Managing Director


[Amendment No. 2 and Extension under Revolving Credit Agreement]

MORGAN STANLEY SENIOR FUNDING INC.,
as a Consenting Lender
By: /s/ Fred Gonfiantini
Name:    Fred Gonfiantini
Title:    Vice President


[Amendment No. 2 and Extension under Revolving Credit Agreement]

MIZUHO BANK, LTD.,
as a Consenting Lender
By: /s/ Paul Grayson
Name:    Paul Grayson
Title:    Head of Latin America Banking PM


[Amendment No. 2 and Extension under Revolving Credit Agreement]

DNB SWEDEN AB,
as a Consenting Lender
By: /s/ Josefin Bratsberg
Name:    Josefin Bratsberg
Title:    Legal Counsel
By: /s/ Magnus Olsson
Name:    Magnus Olsson
Title:    Legal Counsel


[Amendment No. 2 and Extension under Revolving Credit Agreement]

BANCO SANTANDER S.A.,
as a Consenting Lender
By: /s/ Juan Jose Varon Polania
Name:    Juan Jose Varon Polania
Title:    VP
By: /s/ Patricia Del Valle Perez
Name:    Patricia Del Valle Perez
Title:    ED

[Amendment No. 2 and Extension under Revolving Credit Agreement]


EXHIBIT A
(see attached)

[Amendment No. 2 and Extension under Revolving Credit Agreement]


EXHIBIT A
to Amendment No. 2 to Revolving Credit Agreement
$600,000,000
REVOLVING CREDIT AGREEMENT
dated as of
October 15, 2020
(as amended by Amendment No. 1 dated as of June 26, 2023 and Amendment No. 2 dated as
of August 22, 2024)
among
MILLICOM INTERNATIONAL CELLULAR S.A.,
as Borrower,
THE LENDERS NAMED HEREIN,
as Lenders,
THE BANK OF NOVA SCOTIA,
as Administrative Agent,
BNP PARIBAS,
as Documentation Agent,
DNB BANK ASA, SWEDEN BRANCH, as ESG Coordinator, and Section 1.02 Classification of Loans and Borrowings 51
THE BANK OF NOVA SCOTIA, and
BGL BNP PARIBAS S.A.
as Joint Bookrunners and Joint Mandated Lead Arrangers
[Amendment No. 2 and Extension under Revolving Credit Agreement]

TABLE OF CONTENTS
Article I Definitions     1
Section 1.01    Defined Terms     1
Section 1.03    Terms Generally     51
Section 1.04    Accounting Terms; IFRS     52
Section 1.05    Rounding     52
Section 1.06    Time of Day     52
Section 1.07    Currency Equivalents     52
Section 1.08    [Reserved]     53
Section 1.09    Cashless Roll     53
Section 1.10    Luxembourg Terms     53
Section 1.11    Agent Disclaimer     53
Article II The Credits     54
Section 2.01    Commitments     54
Section 2.02    Loans and Borrowings     54
Section 2.03    Requests for Borrowings     55
Section 2.04    Incremental Facilities     55
Section 2.05    Swingline Loans    58
Section 2.06    Letters of Credit    59
Section 2.07    Funding of Borrowings    66
Section 2.08    Interest Elections    67
Section 2.09    Termination and Reduction of Commitments    69
Section 2.10    Repayment of Loans; Evidence of Debt    69
Section 2.11    Prepayment of Loans; Evidence of Debt     70
Section 2.12     Fees.     70
Section 2.13    Interest    72
Section 2.14    Alternate Rate of Interest     73
Section 2.15    Increased Costs    73
Section 2.16    Break Funding Payments     75
Section 2.17    Payments Free of Taxes.     75
Section 2.18    Payments Generally; Pro Rata Treatment; Sharing of Set-offs     81
Section 2.19    Mitigation Obligations; Replacement of Lenders.     82
Section 2.20    Defaulting Lenders.     84
Section 2.21    Designation of Additional Borrowers.     86
Section 2.22    Extension of Maturity Date.     89
Section 2.23    Effect of Benchmark Transition Event.     90
Section 2.24    Illegality.     95
Section 2.25    Financial Calculations for Limited Condition Transactions.     95
Article III Representations and Warranties    97
Section 3.01    Organization; Powers     97
Section 3.02    Power and Authority; Enforceability     97
Section 3.03    Validity and Admissibility into Evidence    97
Section 3.04    Non-Conflict with Other Obligations    97
Section 3.05    Financial Statements; No Material Adverse Change    97
Section 3.06    Properties; Intellectual Property    98
Section 3.07     Litigation.    98
i

Section 3.08    Compliance with Laws; Environmental Compliance; No Default or Event of
Default.     98
Section 3.09    Investment Company Status     99
Section 3.10    Taxes    99
Section 3.11    ERISA     99
Section 3.12    No Misleading Information     100
Section 3.13    Sanctions Laws; Anti-Corruption, Anti-Bribery, Anti-Money Laundering
Laws and Regulations.    100
Section 3.14    Federal Reserve Board Regulations     101
Section 3.15    Solvency     101
Section 3.16    Centre of Main Interest and Establishment     101
Section 3.17    Governing Law and Enforcement     101
Section 3.18    Pari Passu Ranking     101
Article IV CONDITIONS PRECEDENT     101
Section 4.01    Conditions Precedent to the Closing Date     101
Section 4.02    Conditions Precedent to Each Credit Event     103
Article V Affirmative Covenants     104
Section 5.01    Financial Statements; Ratings Change and Other Information     104
Section 5.02    Notices of Material Events     105
Section 5.03    Existence; Conduct of Business; Authorizations.     105
Section 5.04    Payment of Material Obligations     106
Section 5.05    Maintenance of Properties; Insurance.     106
Section 5.06    Books and Records; Inspection Rights     106
Section 5.07    Compliance with Laws.     107
Section 5.08    Environmental Compliance.     107
Section 5.09    Legal Fees.     107
Section 5.10    Pari Passu Ranking     107
Section 5.11    Centre of Main Interest and Establishment.     108
Article VI Negative Covenants     108
Section 6.01    Fundamental Changes, Asset Dispositions     108
Section 6.02    Liens     108
Section 6.03    Incurrence of Debt.    108
Section 6.04    Financial Covenant.    108
Section 6.05     Transactions with Affiliates     109
Section 6.06     Use of Proceeds; Sanctions Laws; Anti-Money Laundering Laws    109
Section 6.07    Restricted Payments; Use of Proceeds for Dividends    109
Section 6.08    Anti-Corruption Law    109
Section 6.09    Unrestricted Subsidiaries.    110
Article VII Events of Default    110
Section 7.01    Events of Default    110
Section 7.02    Distribution of Payments after Event of Default    113
Article VIII The Administrative Agent    114
Section 8.01    Appointment and Authority     114
Section 8.02    Rights as a Lender    114
Section 8.03    Exculpatory Provisions    114
Section 8.04    Reliance by Administrative Agent    115
Section 8.05    Delegation of Duties    116
Section 8.06    Resignation of Administrative Agent    116
Section 8.07    Non-Reliance on the Administrative Agent and Other Lenders    117
ii

Section 8.08    Administrative Agent May File Proofs of Claim    117
Section 8.09    No Other Duties    118
Section 8.10    ESG Coordinator    118
Section 8.11    Erroneous Payments    118
Article IX Guaranty    120
Section 9.01    Guaranty by the Guarantor     120
Section 9.02    Guaranty Unconditional     121
Section 9.03    Waivers     122
Section 9.04    Guarantor Obligations to Remain in Effect; Restoration     122
Section 9.05    Waiver of Acceptance, etc     122
Section 9.06    Subrogation     122
Section 9.07    Effect of Stay     123
Article X Miscellaneous    123
Section 10.01    Notices     123
Section 10.02    Waivers; Amendments     125
Section 10.03    Expenses; Indemnity; Damage Waiver     126
Section 10.04    Successors and Assigns.     128
Section 10.05    Survival     132
Section 10.06    Counterparts; Integration; Effectiveness; Electronic Execution     132
Section 10.07    Severability     133
Section 10.08    Right of Setoff     133
Section 10.09    Governing Law; Jurisdiction; Consent to Service of Process.     133
Section 10.10     WAIVER OF JURY TRIAL    135
Section 10.11    Headings     135
Section 10.12    Confidentiality     135
Section 10.13    Material Non-Public Information.     136
Section 10.14    Interest Rate Limitation     137
Section 10.15    Judgment Currency     137
Section 10.16    Waiver of Immunity     138
Section 10.17    USA PATRIOT Act     138
Section 10.18    No Advisory or Fiduciary Responsibility     138
Section 10.19    Acknowledgment and Consent to Bail-In of Affected Financial
Institutions    139
Section 10.20    Electronic Execution of Assignments and Certain Other Documents      139

iii

SCHEDULES:
Schedule I     –    Initial Lenders and Commitments
Schedule II     –    ESG Targets
Schedule III    –    Administrative Agent’s Office, Certain Addresses for Notices
EXHIBITS:
Exhibit A    –    Form of Assignment and Assumption
Exhibit B    –    Form of Compliance Certificate
Exhibit C-1    –    U.S. Tax Certificate (For Non-U.S. Lenders that are not Partnerships for U.S. Federal Income Tax Purposes)
Exhibit C-2    –    U.S. Tax Certificate (For Non-U.S. Participants that are Partnerships for U.S. Federal Income Tax Purposes)
Exhibit C-3    –    U.S. Tax Certificate (For Non-U.S. Participants that are not Partnerships for U.S. Federal Income Tax Purposes)
Exhibit C-4    –    U.S. Tax Certificate (For Non-U.S. Lenders that are Partnerships for U.S. Federal Income Tax Purposes)
Exhibit D    –    Form of Borrowing Request
Exhibit E    –    Form of Letter of Credit Request
Exhibit F     –    Form of ESG Reporting Certificate
Exhibit G     –    Form of Note
Exhibit H    –    Form of Interest Election Request






i

This REVOLVING CREDIT AGREEMENT is entered into as of October 15, 2020 among MILLICOM INTERNATIONAL CELLULAR S.A., a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg, with its domicile and principal place of business located at 2 rue du Fort Bourbon, L-1249, Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 40630 as Borrower (in such capacity, the “Borrower”) and as Guarantor under Article IX hereof (in such capacity, the “Guarantor”), the Lenders from time to time party hereto, and THE BANK OF NOVA SCOTIA, as Administrative Agent (each, as defined below).
The parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01    Defined Terms. As used in this Agreement, the following terms have the meanings specified below:
“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.
“Acquired Debt” means Debt of any Person: (a) incurred and outstanding on the date on which such Person (i) was acquired by the Borrower or any Restricted Subsidiary or (ii) is merged, consolidated, amalgamated or otherwise combined with (including pursuant to any acquisition of assets and assumption of related liabilities) the Borrower or any Restricted Subsidiary; or (b) incurred to provide all or part of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Subsidiary of the Borrower or any Restricted Subsidiary or was otherwise acquired by the Borrower or any Restricted Subsidiary; provided that, after giving pro forma effect to the transaction or transactions by which such Person became a Subsidiary of the Borrower or any Restricted Subsidiary or is merged, consolidated, amalgamated or otherwise combined with the Borrower or any Restricted Subsidiary, either (x) the Borrower is able to incur $1.00 of additional Debt under the Debt Incurrence Test or (y) the Total Net Leverage Ratio would not be greater than such ratio before giving effect to such transactions. Acquired Debt shall be deemed to have been incurred, with respect to clause (a) on the date such Person becomes a Subsidiary of the Borrower or any Restricted Subsidiary and, with respect to clause (b), on the date of consummation of such acquisition of assets.
“Additional Borrower” means any Restricted Subsidiary of the Borrower that becomes an Additional Borrower hereunder after the Closing Date pursuant to Section 2.21 hereof.
“Additional Borrower Joinder Agreement” means a joinder to this Agreement executed pursuant to Section 2.21 hereof in a form reasonably acceptable to the Administrative Agent and executed by the Administrative Agent, the Borrower and the Additional Borrower(s) becoming a party to this Agreement.
“Additional Commitment Lender” has the meaning assigned to such term in Section 2.22(d).
“Additional Credit Extension Amendment” means an amendment to this Agreement providing for any Incremental Commitments which shall be consistent with the applicable provisions of this Agreement relating to Incremental Commitments and otherwise satisfactory to the Administrative Agent and the Borrower.
2

“Adjusted Term SOFR” means, for purposes of any calculation and subject to the provisions of Section 2.23(b), the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment; provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be the Floor.
“Administrative Agent” means The Bank of Nova Scotia, in its capacity as administrative agent for the Lenders hereunder, and any successor thereto appointed pursuant to Article VIII.
“Administrative Agent Fee Letter” means the Fee Letter, dated as of October 15, 2020 between the Borrower and the Administrative Agent.
“Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent.
“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.
“Agent Party” has the meaning assigned to such term in Section 10.01(d)(ii).
“Agreement” means this Revolving Credit Agreement, as amended, restated, supplemented or otherwise modified from time to time.
“Alternate Base Rate” means, for any day, a rate per annum equal to the highest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 0.50% and (c) Adjusted Term SOFR for a one (1) month tenor in effect on such day plus 1%. Any change in the ABR due to a change in the Prime Rate, the Federal Funds Effective Rate or Adjusted Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or Adjusted Term SOFR, respectively.
“Annual Report” means the Millicom Annual Report for 2019.
“Anti-Corruption Laws” means any applicable anti-bribery or anti-corruption Laws, including without limitation the U.S. Foreign Corrupt Practice Act of 1977, the UK Bribery Act 2010 and the Canadian Corruption of Foreign Public Officials Act.
“Anti-Money Laundering Laws” means any applicable anti-money laundering Laws, including without limitation, the Bank Secrecy Act of 1970, the USA PATRIOT Act of 2001 and the Proceeds of Crime (Money Laundering) and Terrorism Financing Act of 2001, as amended.
“Applicable Margin” means, for any day:
(a)    from and including the Closing Date until changed in accordance with the provisions set forth in clause (b) below, (x) with respect to SOFR Loans, the rate per annum applicable to Level III in the Pricing Grid; and (y) with respect to ABR Loans, the rate per annum applicable to Level III in the Pricing Grid less 1.00%; and
3

(b)    from and including the fifth (5th) Business Day following the date on which a Compliance Certificate is delivered with respect to the Financial Quarter ending September 30, 2020 in accordance with Section 5.01(c)(i) and continuing with respect to each Financial Quarter thereafter, (1)(x) with respect to SOFR Loans, the applicable rate per annum determined by reference to Total Net Leverage Ratio for the preceding Financial Quarter in accordance with the Pricing Grid; and (y) with respect to ABR Loans, the applicable rate per annum determined by reference to the Total Net Leverage Ratio for the preceding Financial Quarter in accordance with the Pricing Grid less 1.00%, in each case, (2) plus or minus, as the case may be, the ESG-Based Pricing Ratchet (it being understood that the ESG-Based Pricing Ratchet (i) may be a discount or premium as provided in the ESG Pricing Scale and (ii) shall be non-cumulative).
Except as provided in the final paragraph of this definition, each change in the Applicable Margin based on the delivery of a Compliance Certificate in accordance with Section 5.01(c)(i) shall become effective on the fifth (5th) Business Day immediately following the date on which a Compliance Certificate is delivered pursuant to Section 5.01(c)(i) and shall continue in effect for the period from and including such date through the date immediately preceding the effective date of the next such change. In the event that any Compliance Certificate delivered pursuant to Section 5.01(c)(i) is determined to be inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher or lower Applicable Margin for any period (an “Applicable Margin Period”) than the Applicable Margin applied for such Applicable Margin Period, then (a) the Borrower shall promptly (and in any event within five (5) Business Days) following such determination deliver to the Administrative Agent a correct Compliance Certificate required by Section 5.01(c)(i) for such Applicable Margin Period, (b) the Applicable Margin for such Applicable Margin Period shall be determined as if the Total Net Leverage Ratio were determined based on the amounts set forth in such correct Compliance Certificate and (c)(x) the Borrower shall promptly (and in any event within ten (10) Business Days) following delivery of such corrected Compliance Certificate pay to the Administrative Agent the accrued additional interest and unused commitment fee owing as a result of such increased Applicable Margin for such Applicable Margin Period; provided, that any accrued additional interest and unused commitment fee required to be paid pursuant to this clause (c)(x) shall not be deemed overdue or constitute a Default or an Event of Default (whether retroactively or otherwise) unless the Borrower fails to pay to the Administrative Agent such accrued additional interest or unused commitment fee within ten (10) Business Days following delivery of the corrected Compliance Certificate or (y) to the extent that, as a result of such inaccuracy, the Borrower paid to any Lender any interest or unused commitment fee in excess of the amounts the Borrower should have paid to such Lender, then such Lender, if and to the extent it remains a Lender on such Interest Payment Date, shall, in consultation with the Administrative Agent, credit such excess payment of interest or unused commitment fees (as applicable) against the amount of accrued interest and unused commitment fees owing by the Borrower to such Lender on the next Interest Payment Date.
Notwithstanding the foregoing, the Applicable Margin determined pursuant to the Pricing Grid shall be based on the rate per annum set forth in Level I of the Pricing Grid if the Borrower fails to deliver the consolidated financial statements required to be delivered pursuant to Section 5.01(a) or Section 5.01(b) (or a related Compliance Certificate), in each case within the time periods specified herein for such delivery, during the period commencing on and including the day of the occurrence of an Event of Default resulting from such failure and until the delivery thereof.
4

“Applicable Maturity Date” has the meaning assigned to such term in Section 2.22(a).
“Applicable Percentage” means, with respect to any Lender, the percentage of the total Commitments represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments.
“Approved Jurisdiction” means each of Luxembourg, Netherlands, Spain, the United States and England & Wales, in each case unless such jurisdiction is a Sanctioned Country.
“Asset Disposition” means any transfer, conveyance, sale, lease or other disposition by any Loan Party or any Restricted Subsidiary (including a consolidation or merger or other sale of any such Restricted Subsidiary with, into or to another Person in a transaction in which such Restricted Subsidiary ceases to be a Restricted Subsidiary, but excluding a disposition by a Restricted Subsidiary to any Loan Party or a Restricted Subsidiary which is an 80% or more owned Restricted Subsidiary) of (i) shares of Capital Stock (other than directors’ qualifying shares and shares to be held by third parties to satisfy applicable legal requirements) or other ownership interests of a Restricted Subsidiary, (ii) substantially all of the assets of any Loan Party or any Restricted Subsidiary representing a division or line of business or (iii) other assets or rights of any Loan Party or any Restricted Subsidiary outside of the ordinary course of business; provided that the term “Asset Disposition” shall not include Permitted Disposals.
“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.
“Authorized Officer” means any of the Chief Executive Officer, President, Chief Operating Officer, Executive Vice President, Senior Vice President, Vice President, Financial Officer or General Counsel of the Borrower, or, in the case of any Additional Borrower, each individual listed in the certificate delivered by such Additional Borrower pursuant to Section 4.01(c)(iii).
“Availability Period” means the period from and including the Closing Date to but excluding the earlier of the Maturity Date and the date of termination of the Commitments.
“Available Commitment” means, as to any Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Commitment then in effect minus (b) such Lender’s Credit Exposure then outstanding; provided, that in calculating any Lender’s Credit Exposure solely for the purpose of determining such Lender’s Available Commitment pursuant to Section 2.12(a), the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero.
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
5

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, and any successor statute.
“Bankruptcy Event” means, with respect to any Lender, such Lender or its direct or indirect parent company becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof so long as such ownership interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or the European Union from the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.
“Basel III” means:
(a)    the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;
(b)    the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and
(c)    any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”.
“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.
“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.
“Board” means the Board of Governors of the Federal Reserve System of the United States of America.
“Borrower” has the meaning assigned to such term in the preamble.
“Borrowing” means (a) Loans of the same Type and Class, made, converted or continued on the same date and, in the case of SOFR Loans, as to which a single Interest Period is in effect or (b) a Swingline Loan.
6

“Borrowing Request” has the meaning assigned to such term in Section 2.03.
“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City, Luxembourg and Toronto are authorized or required by law to remain closed.
“Capital Lease Obligation” of any Person means the obligation to pay rent or other payment amounts under a lease of real or personal property of such Person which is required to be classified and accounted for as a capital lease on the balance sheet of such Person in accordance with IFRS. The stated maturity of such obligation shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. The principal amount of such obligation shall be the capitalized amount thereof that would appear on the balance sheet of such Person in accordance with IFRS.
“Capital Stock” of any Person means any and all shares, interests, participation or other equivalents (however designated) of corporate stock or other equity participation, including partnership interests, whether general or limited, of such Person.
“Cash Equivalents” means, with respect to any Person:
(a)    any direct obligations of, or obligations guaranteed by, the United States of America (or by any agency thereof), the United Kingdom or any member of the European Union to the extent such obligations or guarantees are backed by the full faith and credit of the United States, the United Kingdom or such member of the European Union and which have a remaining Weighted Average Life-to-Maturity of not more than one (1) year from the date of investment therein;
(b)    term deposit accounts (excluding current and demand deposits), certificates of deposit, time deposits, money market deposits and bankers’ acceptances, in each case, issued by or held with (i) any Initial Lender, (ii) any bank or trust company which is organized under the laws of the United States of America, any state thereof, the United Kingdom, Switzerland, Canada, Australia or any member state of the European Union, which bank or trust company has capital, surplus and undivided profits aggregating in excess of $100 million (or the foreign currency equivalent thereof) and has outstanding debt which is rated no less than Investment Grade or higher by at least one Rating Agency; or (iii) money market funds rated at least AAA by at least one Rating Agency or managed by any Lender;
(c)    repurchase obligations with a term of not more than seven (7) days for underlying securities of the types described in paragraph (a) entered into with any financial institution meeting the qualifications specified in paragraphs (b)(i) or (ii) above;
(d)    commercial paper having one of the two highest ratings obtainable from any of the Rating Agencies and in each case maturing within 365 days after the date of acquisition;
(e)    money market funds at least ninety-five percent (95%) of the assets of which constitute Cash Equivalents of the types described in paragraphs (a) through (d) of this definition;
(f) with respect to any Person organized under the laws of, or having its principal business operations in, a jurisdiction outside the United States, the United Kingdom or the European Union, those investments that are of the same type as investments in clauses (a), (c) and (d) of this definition except that the obligor thereon is organized under the laws of the country (or any political subdivision thereof) in which such Person is organized or conducting business; and
7

(g)    up to $100,000,000 in the aggregate of term deposit accounts and overnight deposits held by such Person in countries where any member of the Restricted Group operates its business in accordance with this Agreement.
“CBIR” has the meaning assigned to such term in section 3.16.
“Change in Law” the occurrence after the date of this Agreement (or, with respect to any Lender, such later date on which such Lender becomes a party to this Agreement) of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the interpretation or application thereof by any Governmental Authority or (c) compliance by any Lender or any Issuing Bank (or, for purposes of Section 2.15(b), by any Lending Office of such Lender or by such Lender’s or any Issuing Bank’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated, introduced or implemented by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III or CRD IV, or any law or regulation that implements or applies Basel III or CRD IV, shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.
“Change of Control” means the occurrence of any of the following events:
(a)    any Person, other than any of the Permitted Holders, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Borrower, measured by voting power rather than number of shares;
(b)    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 Borrower and its Subsidiaries taken as a whole to any Person; or
(c)    a plan relating to the liquidation or dissolution of the Borrower is adopted.
For purposes of this definition, “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the 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 Exchange Act), 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.
“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans , Swingline Loans, Extending Loans or Non-Extending Loans.
8

“Closing Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 10.02).
“Code” means, at any date, the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder, all as the same may be in effect at such date.
“Commitment” means, with respect to each Lender, the commitment of such Lender to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.09, (b) increased from time to time pursuant to Section 2.04, and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04. The initial amount of each Lender’s Commitment is set forth on Schedule I, or in the Additional Credit Extension Amendment or the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. The initial aggregate amount of the Lenders’ Commitments is $600,000,000.
“Communications” has the meaning assigned to such term in Section 10.01(d)(ii).
“Compliance Certificate” has the meaning assigned to such term in Section 5.01(c).
“Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period,” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions and other technical, administrative or operational matters) that the Administrative Agent decides (in consultation with the Obligors) may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides in consultation with the Obligors that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides in consultation with the Obligors is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).
“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.
“Consolidated EBITDA” means, for any period, operating profit of the Borrower and its Restricted Subsidiaries, as the case may be, as such amount is determined on a consolidated basis in accordance with IFRS, plus the sum of the following amounts, in each case, without duplication (losses shall be added (as a positive number) and gains shall be deducted, in each case, to the extent such amounts were included in calculating operating profit):
(a)    depreciation and amortization expenses;
(b)    the net loss or gain on the disposal and impairment of assets;
9

(c)    share-based compensation expenses;
(d)    at the Borrower’s option, as the case may be, other non-cash charges reducing operating profit (provided that if any such non-cash charge represents an accrual of or reserve for potential cash charges in any future period, the cash payment in respect thereof in such future period shall reduce operating profit to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period) less other non-cash items of income increasing operating income (excluding any such non-cash item of income to the extent it represents (i) a receipt of cash payments in any future period, (ii) the reversal of an accrual or reserve for a potential cash item that reduced operating income in any prior period and (iii) any non-cash gains with respect to cash actually received in a prior period so long as such cash did not increase operating income in such prior period);
(e)    any material extraordinary, one-off, non-recurring, exceptional or unusual gain, loss, expense or charge, including any charges or reserves in respect of any restructuring, redundancy, relocation, refinancing, integration or severance or other postemployment arrangements, signing, retention or completion bonuses, transaction costs, acquisition costs, disposition costs, business optimization, information technology implementation or development costs, costs related to governmental investigations and curtailments or modifications to pension or postretirement benefits schemes, litigation or any asset impairment charges or the financial impacts of natural disasters (including fire, flood and storm and related events);
(f)    at the Borrower’s option, as the case may be, the effects of adjustments in its consolidated financial statements pursuant to IFRS (including inventory, property, equipment, software, goodwill, intangible assets, in process research and development, deferred revenue and debt line items) attributable to the application of recapitalization accounting or acquisition accounting, as the case may be, in relation to any consummated acquisition or joint venture investment or the amortization or write-off or write-down of amounts thereof, net of taxes;
(g)    any reasonable expenses, charges or other costs related to any sale of Capital Stock (other than Redeemable Stock), investment, acquisition, disposition, recapitalization or the incurrence of any Debt, in each case, as determined in good faith by a responsible financial or accounting officer of the Borrower;
(h)    any gains or losses on associates;
(i)    any unrealized gains or losses due to changes in the fair value of equity investments;
(j)    any unrealized gains or losses due to changes in the fair value of Interest Rate, Currency or Commodity Price Agreements;
(k)    any unrealized gains or losses due to changes in the carrying value of put options in respect of Capital Stock of, or voting rights with respect to, any Subsidiary, Joint Venture or associate;
(l)    any unrealized gains or losses due to changes in the carrying value of call options in respect of Capital Stock of, or voting rights with respect to, any Subsidiary, Joint Venture or associate;
10

(m)    any net foreign exchange gains or losses;
(n)    at the Borrower’s option, as the case may be, any adjustments to reduce the impact of the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies;
(o)    accruals and reserves that are established or adjusted within twelve (12) months after the closing date of any acquisition that are so required to be established or adjusted as a result of such acquisition in accordance with IFRS;
(p)    any expenses, charges or losses to the extent covered by insurance or indemnity and actually reimbursed, or, so long as the Borrower or any Restricted Subsidiary has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer or indemnifying party and only to the extent that such amount is in fact reimbursed within three hundred sixty-five (365) days of the date of the insurable or indemnifiable event (net of any amount so added back in any prior period to the extent not so reimbursed within the applicable three hundred sixty-five (365)-day period);
(q)    the amount of proceeds received from business interruption insurance and reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any acquisition, Investment or any sale, conveyance, transfer or other disposition of assets;
(r)    any net gain (or loss) realized upon any Sale/Leaseback Transaction that is not sold or otherwise disposed of in the ordinary course of business, determined in good faith by a responsible financial or accounting officer of the Borrower;
(s)    the amount of loss on the sale or transfer of any assets in connection with an asset securitization program, receivables factoring transaction or other receivables transaction (including, without limitation, a Qualified Receivables Transaction); and
(t)    Specified Legal Expenses.
For the purposes of calculating Consolidated EBITDA for any period, as of such date of determination:
(i)    if, since the beginning of such period the Borrower or any Restricted Subsidiary has made any Asset Disposition or disposed of any company, any business, or any group of assets constituting an operating unit of a business (any such disposition, a “Sale”) including any Sale occurring in connection with a transaction causing a calculation to be made hereunder, then 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;
(ii) if, since the beginning of such period the Borrower or any Restricted Subsidiary (by merger or otherwise) will have made an investment in any Person that thereby becomes a Subsidiary or otherwise acquires any company, any business, or any group of assets constituting an operating unit of a business (any such investment or acquisition, a “Purchase”), including any such Purchase occurring in connection with a transaction causing a calculation to be made hereunder, then Consolidated EBITDA for such period will be calculated after giving pro forma effect thereto as if such Purchase occurred on the first day of such period;
11

(iii)    if, since the beginning of such period, any Person (that became a Subsidiary was merged with or into the Borrower or any Restricted Subsidiary since the beginning of such period) will have made any Sale or any Purchase that would have required an adjustment pursuant to clauses (i) or (ii) above if made by the Borrower or any Restricted Subsidiary since the beginning of such period, Consolidated EBITDA for such period will be calculated after giving pro forma effect thereto as if such Sale or Purchase occurred on the first day of such period, including anticipated synergies and cost savings as if such Sale or Purchase occurred on the first day of such period;
(iv)    whenever pro forma effect is applied, the pro forma calculations will be as determined in good faith by a responsible financial or accounting officer of the Borrower (including in respect of anticipated synergies and cost savings) as though the full effect of such synergies and cost savings were realized on the first day of the relevant period and shall also include the reasonably anticipated full run rate cost savings effect (as calculated in good faith by a responsible financial or chief accounting officer of the Borrower) of cost savings programs that have been initiated by the Borrower or its Subsidiaries as though such cost savings programs had been fully implemented on the first day of such relevant period;
(v)    for the purposes of determining the amount of Consolidated EBITDA under this definition denominated in a foreign currency, the Borrower may, at its option, calculate the equivalent in Dollars of such amount of Consolidated EBITDA based on either (i) the weighted average exchange rates for the relevant period used in the consolidated (if applicable) financial statements of the Borrower for such relevant period or (ii) the relevant currency exchange rate in effect on the date of execution of this Agreement; and
(vi)    the amount of fees payable by any Subsidiary of the Borrower to the Borrower or any Restricted Subsidiary in connection with the guaranties provided in connection herewith and any services rendered (including, without limitation, any management fees, value creation fees and similar fees) shall be excluded.
For the purpose of calculating Consolidated EBITDA, any Joint Venture Consolidated EBITDA shall be added to the amount determined in accordance with the foregoing.
“Consolidated Net Debt” means, with respect to the Borrower and its Restricted Subsidiaries on any date of determination, the sum without duplication of (a) the total amount of Debt of the Borrower and its Restricted Subsidiaries on a consolidated basis in accordance with IFRS, minus (b) the sum without duplication of (i) all Debt outstanding under Minority Shareholder Loans, plus (ii) other than for purposes of calculating Total Net Leverage Ratio in connection with the Pricing Grid, (A) all Debt outstanding in reliance on clause (c) of the definition of “Permitted Debt” plus (B) all Debt outstanding in reliance on clause (p) of the definition of “Permitted Debt,” plus (iii) any Debt which is a contingent obligation of the Borrower and its Restricted Subsidiaries on such date, plus (iv) the amount of cash and Cash Equivalents (other than cash or Cash Equivalents received from the incurrence of Debt by the Borrower and any of its Restricted Subsidiaries to the extent such cash or Cash Equivalents has not been subsequently applied or used for any purpose not prohibited by this Agreement) of the Borrower and its Restricted Subsidiaries, but excluding, for the avoidance of doubt, all Restricted Cash.
12

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.
“CRD IV” means:
(a)    Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012; and
(b)    Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC.
“Credit Event” means any Borrowing or request for issuance, renewal or extension of any Letter of Credit.
“Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans and its LC Exposure and Swingline Exposure at such time.
“Credit Facilities” means, debt facilities, arrangements, instruments, trust deeds, note purchase agreements, indentures, purchase money financings, commercial paper facilities or overdraft facilities with banks or other institutions or investors providing for revolving credit loans, term loans, 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 or other Debt, 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 in each case, including all agreements, instruments and documents executed and delivered pursuant to or in connection with the foregoing (including, but not limited to, 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 agreements or instruments (i) changing the maturity of any Debt incurred thereunder or contemplated thereby, (ii) adding Subsidiaries of the Borrower as additional borrowers or guarantors thereunder, (iii) increasing the amount of Debt incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and conditions thereof.
“Credit Party” means each of the Administrative Agent, any Issuing Bank, the Swingline Lender and any other Lender, and the respective successors and assigns of each of the foregoing.
13

“Debt” means (without duplication), with respect to any Person, whether recourse is to all or a portion of the assets of such Person and whether or not contingent: (i) the principal of and premium, if any, in respect of every obligation of such Person for money borrowed; (ii) the principal of and premium, if any, in respect of every obligation of such Person evidenced by bonds, debentures, notes or other similar instruments; (iii) every reimbursement obligation of such Person with respect to letters of credit, bankers’ acceptances or similar facilities issued for the account of such Person (but only to the extent such obligations are not reimbursed within thirty (30) days following receipt by such Person of a demand for reimbursement); and (iv) the principal component of every obligation of the type referred to in clauses (i) through (iii) of another Person and all dividends of another Person the payment of which, in either case, such Person has guaranteed or is responsible or liable for, directly or indirectly, as obligor, guarantor or otherwise to the extent not otherwise included in the Debt of such Person. The “amount” or “principal amount” of Debt at any time of determination as used herein represented by (1) any Debt issued at a price that is less than the principal amount at maturity thereof, shall be the amount of the liability in respect thereof determined in accordance with IFRS, (2) any Redeemable Stock, shall be the maximum fixed redemption or repurchase price in respect thereof, and (3) any amount of Debt that has been cash-collateralized, to the extent so cash-collateralized, shall be excluded from any calculation of Debt. Notwithstanding anything else to the contrary, for all purposes under this Agreement, the amount of Debt incurred, repaid, redeemed, repurchased or otherwise acquired by the Borrower or any Restricted Subsidiary shall equal the liability in respect thereof determined in accordance with IFRS and reflected on such Person’s consolidated (if applicable) statement of financial position (but only to the extent considered “Debt” hereunder taking into account the exclusions below).
The term “Debt” shall not include:
(a)    obligations described in paragraphs (i), (ii) and (iv) of the first paragraph of this definition of Debt that are incurred by a Restricted Subsidiary (the “Proceeds Recipient”) and owed to a bank or other lending institution (the “On-Lend Bank”) to facilitate the substantially concurrent on-lending of proceeds (the “Proceeds On-Loan”) from Debt incurred by the Borrower or any Restricted Subsidiary (other than the Proceeds Recipient) in compliance at all times with the Debt Incurrence Test to the extent (1) the principal obligations in respect of the Proceeds On-Loan are secured by security over cash granted in favor of the On-Lend Bank or any of its Affiliates in an amount not less than the principal amount of the Proceeds On-Loan, (2) the Proceeds On-Loan is put in place substantially concurrently with a loan by the Borrower or any Restricted Subsidiary (other than the Proceeds Recipient) to the On-Lend Bank (the “On-Lend Bank Borrowing”) pursuant to which the Proceeds Recipient is entitled to reduce the principal amount of the Proceeds On-Loan by an amount equal to the principal amount of the On-Lend Bank Borrowing if a default or acceleration occurs with respect to such On-Lend Bank Borrowing, or (3) the substantial risks and rewards of the Proceeds On-Loan are transferred, using a synthetic instrument or any other arrangement or agreement, from the On-Lend Bank to the Borrower or any Restricted Subsidiary (other than the Proceeds Recipient) in exchange for an amount not less than (x) the amount of cash granted in favor of the On-Lend Bank or any of its Affiliates, or (y) the outstanding amount of the On-Lend Bank Borrowing, as applicable, in each case as at the effective date of such transfer;
(b) any liability of the Borrower or any Restricted Subsidiary (other than the Proceeds Recipient) attributable to a synthetic instrument or any other arrangement or agreement described in clause (a)(3) above to the extent such obligation under the relevant instrument, arrangement or agreement has not come due but is classified as a financial liability in accordance with IFRS and recorded as a current liability on such Person’s consolidated statement of financial position;
14

(c)    any Restricted MFS Cash;
(d)    any liability of the Borrower or any Restricted Subsidiary attributable to a put option or similar instrument, arrangement or agreement entered into after the Closing Date granted by such Person relating to an interest in any other entity, in each case to the extent such option has not been exercised or such obligation under the relevant instrument, arrangement or agreement has not come due but is classified as a financial liability in accordance with IFRS, and recorded as a current liability on such Person’s consolidated statement of financial position;
(e)    any standby letter of credit, performance bond or surety bond or other similar third-party guaranty instrument provided by the Borrower or any Restricted Subsidiary that is customary in a Related Business to the extent such letters of credit or bonds or instruments are not drawn upon or, if and to the extent drawn upon, are honored in accordance with their terms;
(f)    solely for purposes of calculation of the Total Net Leverage Ratio, any intercompany debt or other liability owing from one member of the Restricted Group to another member of the Restricted Group;
(g)    any deposits or prepayments received by the Borrower or a Restricted Subsidiary from a customer or subscriber for its service and any other deferred or prepaid revenue;
(h)    any obligations to make payments in relation to earn outs;
(i)    Debt which is in the nature of equity (other than Redeemable Stock) or equity derivatives;
(j)    Capital Lease Obligations or operating leases;
(k)    Receivables sold or discounted, whether recourse or non-recourse, including for the avoidance of doubt any debt in respect of Qualified Receivables Transactions, including without limitation guarantees by a Receivables Entity of the obligations of another Receivables Entity;
(l)    pension obligations or any obligation under employee plans or employment agreements;
(m)    any “parallel debt” obligations to the extent that such obligations mirror other Debt;
(n)    any payments or liability for assets acquired or services supplied deferred (including trade payables) in accordance with the terms pursuant to which the relevant assets were or are to be acquired or services were or are to be supplied;
(o)    the principal component or liquidation preference of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Redeemable Stock or, with respect to any Restricted Subsidiary, any Preferred Stock (including, in each case, any accrued dividends); and
15

(p)    the net obligations of such Person under any Interest Rate, Currency or Commodity Price Agreement.
Where Debt is denominated in a currency other than Dollars, the Borrower may, at its option, calculate the equivalent in Dollars of such amount of Debt based on either (i) the weighted average exchange rates for the relevant period used in the consolidated (if applicable) financial statements of the Borrower for such relevant period or (ii) the relevant currency exchange rate in effect on the date of execution of this Agreement; provided, that if the Borrower exercises the foregoing option at any time, it shall do so with respect to all (and not less than all) Debt outstanding at such time that is denominated in a currency other than Dollars.
“Debt Incurrence Test” has the meaning assigned to such term in Section 6.03(a).
“Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.
“Default” means any event or condition which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.
“Defaulting Lender” means any Lender that (a) failed to (i) fund any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder (unless such Lender is disputing in good faith whether it is contractually obliged to fund), (ii) fund any portion of its participations in Letters of Credit or Swingline Loans within two (2) Business Days of the date when due or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, or (b) has notified any Loan Party or any Credit Party or has made a public statement to the effect that it does not intend or expect to comply with any of its funding obligations under this Agreement or any other agreements in which it commits to extend credit (unless such Lender is disputing in good faith whether it is contractually obliged to fund), or (c) has failed, within three (3) Business Days after request by a Credit Party or any Loan Party, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in Letters of Credit and Swingline Loans under this Agreement (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) is, or has a direct or indirect parent company that is, the subject of a (i) Proceeding under any Debtor Relief Law, (ii) Bankruptcy Event or (iii) Bail- In Action. Any determination by the Administrative Agent or a Loan Party that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender upon delivery of written notice of such determination to the Credit Parties (in the case of a determination by a Loan Party) or to the Credit Parties and the Loan Parties (in the case of a determination by the Administrative Agent).
“Designated Persons” means, at any time, (a) any Person identified on any sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, His Majesty’s Treasury, the Government of Canada, or other relevant sanctions authority, or (b) any Person owned or controlled by any such Person or Persons described in clause (a) or that is otherwise the target of Sanctions Laws such that dealing or otherwise engaging in business transactions or other activities with such Person are restricted.
16

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event:
(a)    matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;
(b)    is convertible or exchangeable for Debt or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable solely at the option of the Borrower or a Restricted Subsidiary); or
(c)    is redeemable at the option of the holder of the Capital Stock in whole or in part,
(d)    in each case on or prior to the earlier of (a) the Maturity Date or (b) on which there are no Obligations outstanding, provided that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock; provided, further that any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Borrower to repurchase such Capital Stock upon the occurrence of a Change of Control or Asset Disposition shall not constitute Disqualified Stock if the terms of such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) provide that the Borrower may not repurchase or redeem any such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) pursuant to such provision prior to compliance by the Borrower with Section 6.02.
“Documentation Agent” means BNP Paribas, as documentation agent under this Agreement.
“Dollars” or “$” refers to lawful money of the United States of America.
“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein and Norway.
“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
“Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.
“Electronic System” means any electronic system, including e-mail, e-fax, Intralinks®, ClearPar® and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent and the Issuing Banks and any of its respective Related Parties or any other Person, providing for access to data protected by passcodes or other security systems.
17

“Environmental Laws” means all Laws applicable to the Borrower or any of its Subsidiaries relating to pollution, the preservation or protection of the environment (including without limitation air, water, land, subsurface strata, organisms, ecosystems, and biodiversity) or natural resources or harm to or the protection of human health or the health of animals or plants or the generation, manufacture, use, management, labeling, treatment, storage, handling, transportation, recycling or Release of, or exposure to, any Hazardous Material.
“Environmental Liability” means any liability or obligation (including any liability or obligation for or relating to damages, costs of environmental remediation, fines, penalties and indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) noncompliance with any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
“ERISA” means, at any date, the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder, all as the same may be in effect at such date.
“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.
“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) the failure of any Plan to satisfy the minimum funding standard of Section 412 and 430 of the Code or Sections 302 or 303 of ERISA applicable to such Plan, whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 303(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA (other than for PBGC premiums due but not delinquent under Section 4007 of ERISA) with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice of an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal (within the meanings of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in endangered or critical status, within the meaning of Title IV of ERISA.
“Erroneous Payment” has the meaning assigned to such term in Section 8.11(a).
“Erroneous Payment Subrogation Rights” has the meaning assigned to such term in Section 8.11(d).
18

“ESG Assurance Provider” means ERM Certification and Verification Services (ERM CVS) or such other independent auditor or other qualified service provider appointed by the Borrower from time to time, which in each case is an external professional services firm qualified to verify, and regularly engaged in assessing, sustainability performance reporting.
“ESG Assurance Provider’s Certificate” means a certificate in the form of Attachment A to Exhibit F hereto, signed by an officer of the ESG Assurance Provider providing limited assurance with respect to the Borrower’s performance in relation to the ESG Targets during the most recently completed Financial Year.
“ESG-Based Pricing Ratchet” means, for any day:
(a)    from and including the Closing Date until changed in accordance with the provisions set forth in clause (b) below, zero; and
(b)    from and including the fifth (5th) Business Day following the date on which the ESG Reporting Certificate with respect to the Financial Year ending December 31, 2021 is required to be delivered in accordance with Section 5.01(c)(ii) and continuing with respect to each Financial Year thereafter, the applicable discount or premium determined by reference to the ESG Performance Outcome for the preceding Financial Year in accordance with the ESG Pricing Scale.
Each change in the ESG-Based Pricing Ratchet shall become effective on the fifth (5th) Business Day immediately following the date on which an ESG Reporting Certificate is required to be delivered pursuant to Section 5.01(c)(ii) and shall continue in effect for the period from and including such date through the date immediately preceding the effective date of the next such change. In the event that any ESG Reporting Certificate delivered pursuant to Section 5.01(c)(ii) is determined to be inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher or lower ESG-Based Pricing Ratchet for any period (an “ESG-Based Pricing Ratchet Period”) than the ESG-Based Pricing Ratchet applied for such ESG-Based Pricing Ratchet Period, then (a) the Borrower shall promptly (and in any event within five (5) Business Days) following such determination deliver to the Administrative Agent a correct ESG Reporting Certificate required by Section 5.01(c)(ii) for such ESG-Based Pricing Ratchet Period, (b) the ESG-Based Pricing Ratchet for such ESG-Based Pricing Ratchet Period shall be determined as if the ESG Performance Outcome were determined based on the information set forth in such correct ESG Reporting Certificate and (c)(x) the Borrower shall promptly (and in any event within ten (10) Business Days) following delivery of such corrected ESG Reporting Certificate pay to the Administrative Agent the accrued additional interest and unused commitment fees owing as a result of such increased ESG-Based Pricing Ratchet for such ESG-Based Pricing Ratchet Period; provided, that any accrued additional interest and unused commitment fees required to be paid pursuant to this clause (c)(x) shall not be deemed overdue or constitute a Default or an Event of Default (whether retroactively or otherwise) unless the Borrower fails to pay to the Administrative Agent such accrued additional interest or unused commitment fees within ten (10) Business Days following delivery of the corrected ESG Reporting Certificate or (y) to the extent that, as a result of such inaccuracy, the Borrower paid to any Lender any interest or unused commitment fees in excess of the amounts the Borrower should have paid to such Lender, then such Lender, if and to the extent it remains a Lender on such Interest Payment Date, shall, in consultation with the Administrative Agent, credit such excess payment of interest or unused commitment fees (as applicable) against the amount of accrued interest and unused commitment fees owing by the Borrower to such Lender on the next Interest Payment Date.
19

If an ESG Target is no longer available, cannot be calculated or (in the opinion of the Borrower, acting reasonably) is no longer appropriate with respect to the Borrower, the Borrower and the ESG Coordinator shall negotiate in good faith (for a period of not more than 60 days) with a view to agreeing (i) the relevant new ESG Target(s) or (ii) a new ESG Pricing Scale relevant to the remaining ESG Targets, in each case to be approved by the Administrative Agent, the ESG Coordinator and each of the Required Lenders (and, in the case of clause (ii) above, each of the Lenders). Failure to reach an agreement, or failure of any such agreement to be approved by the Administrative Agent, the ESG Coordinator and each of the Required Lenders (and, in the case of clause (ii) above, each of the Lenders), in either case by the end of such 60 day negotiation period shall result in the occurrence of an “ESG Termination Event” on the first Business Day immediately following the end of such 60-day period.
In the event that the Borrower requests any extension of any Applicable Maturity Date pursuant to Section 2.22, the Borrower and ESG Coordinator may, at the Borrower’s option, negotiate in good faith (for a period of not more than 60 days) with a view to agreeing to new ESG Targets for purposes of determining the ESG-Based Pricing Ratchet to be applied as of the Financial Year following the Applicable Maturity Date until any proposed Extended Maturity Date, to be approved by the Administrative Agent, the ESG Coordinator, each of the Extending Lenders and, if applicable, each of the Additional Commitment Lenders. Failure to reach an agreement, or failure of any such agreement to be approved by the Administrative Agent, the ESG Coordinator, each of the Extending Lenders and, if applicable, each of the Additional Commitment Lenders, in either case, shall (x) not affect the extension of any Applicable Maturity Date and (y) result in the ESG-Based Pricing Ratchet being zero for any period in which there is no agreement as to applicable ESG Targets.
“ESG Coordinator” means DNB Bank ASA, Sweden Branch.
“ESG Full Discount” means that the relevant ESG Reporting Certificate delivered pursuant to Section 5.01(c) confirms that four ESG Targets have been achieved during the Financial Year covered by such ESG Reporting Certificate.
“ESG Full Premium” means that (x) the relevant ESG Reporting Certificate delivered pursuant to Section 5.01(c) confirms that zero ESG Targets have been achieved during the Financial Year covered by such ESG Reporting Certificate or (y) the relevant ESG Reporting Certificate shall not have been delivered in accordance with Section 5.01(c).
“ESG Non-Adjustment” means that (x) the relevant ESG Reporting Certificate delivered pursuant to Section 5.01(c) confirms that two ESG Targets have been achieved during the Financial Year covered by such ESG Reporting Certificate or (y) an ESG Termination Event shall have occurred.
“ESG Partial Discount” means that the relevant ESG Reporting Certificate delivered pursuant to Section 5.01(c) confirms that three ESG Targets have been achieved during the Financial Year covered by such ESG Reporting Certificate.
“ESG Partial Premium” means that the relevant ESG Reporting Certificate delivered pursuant to Section 5.01(c) confirms that one ESG Target has been achieved during the Financial Year covered by such ESG Reporting Certificate.
“ESG Performance Outcome” means, with respect to any completed Financial Year, the ESG Full Discount, the ESG Partial Discount, the ESG Non-Adjustment, the ESG Partial Premium or the ESG Full Premium, as the case may be. For the avoidance of doubt, only one ESG Performance Outcome shall apply at any time.
20

“ESG Pricing Scale” means the table shown immediately below setting forth the ESG-Based Pricing Ratchet applicable to the Facility based on the ESG Performance Outcomes:
ESG Performance Outcome ESG-Based Pricing Ratchet
ESG Full Discount
-0.10%
ESG Partial Discount
-0.05%
ESG Non-Adjustment Zero
ESG Partial Premium +0.05%
ESG Full Premium +0.10%

“ESG Reporting Certificate” means a certificate, in the form of Exhibit F hereto or any other form agreed to among the Administrative Agent, the ESG Coordinator and the Borrower, signed by the chief executive officer or the chief financial officer of the Borrower setting forth the Borrower’s performance in relation to the ESG Targets during the most recently completed Financial Year, accompanied by the ESG Assurance Provider’s Certificate.
“ESG Target” means ESG Target 1, ESG Target 2, ESG Target 3 or ESG Target 4.
“ESG Target 1” has the meaning given to such term in Schedule II hereto.
“ESG Target 1 Metric” has the meaning given to such term in Schedule II hereto.
“ESG Target 2” has the meaning given to such term in Schedule II hereto.
“ESG Target 2 Metric” has the meaning given to such term in Schedule II hereto.
“ESG Target 3” has the meaning given to such term in Schedule II hereto.
“ESG Target 3 Metric” has the meaning given to such term in Schedule II hereto.
“ESG Target 4” has the meaning given to such term in Schedule II hereto.
“ESG Target 4 Metric” has the meaning given to such term in Schedule II hereto.
“ESG Termination Event” has the meaning assigned to such term in the definition of “ESG-Based Pricing Ratchet.”
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
“Event of Default” has the meaning assigned to such term in Section 7.01.
21

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Recipient, withholding Taxes imposed by the jurisdiction of organization of the relevant Obligor on amounts payable to or for the account of such Recipient pursuant to a law in effect on the date on which (i) such Recipient acquires such interest in the Loan or Commitment or becomes a party to this Agreement (other than pursuant to an assignment request by an Obligor under Section 2.19(b)) or (ii) such Recipient (if the Recipient is a Lender) changes its Lending Office, except in each case to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes were payable either to such Recipient’s assignor immediately before such Recipient acquired such interest in the Loan or Commitment or became a party hereto or to such Recipient immediately before it changed its Lending Office; provided that such jurisdiction of organization is an Approved Jurisdiction, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.17(f), and (d) any U.S. federal Taxes imposed under FATCA.
“Existing Facility Agreement” means that certain Facility Agreement dated January 27, 2017 between the Borrower, the lenders party thereto and DNB Bank ASA, Sweden branch, as administrative agent, as amended, supplemented or otherwise modified through the date hereof.
“Extended Maturity Date” has the meaning assigned to such term in Section 2.22(a).
“Extending Commitments” has the meaning assigned to the term “Extending Commitments” in the Second Amendment.
“Extending Lender” has the meaning assigned to such term in Section 2.22(b).
“DateExtending Loans” has the meaning assigned to the term “Extending Loans” in the Second Amendment.
“Extending Loans Maturity Date” means October 15, 2027.
“Extension Date” has the meaning assigned to such term in Section 2.22(a).
“Facility” means the Commitments and the Revolving Loans and Swingline Loans made, and Letters of Credit issued, thereunder.
“Fair Market Value” means, with respect to any asset or property, the sale value that would be obtained in an arm’s length free market transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith by the Chief Executive Officer or a Financial Officer of the Borrower.
“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or official practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.
“Federal Funds Effective Rate” means, for any day, a fluctuating interest rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing reasonably selected by the Administrative Agent; provided, that if the Federal Funds Effective Rate for any day is less than zero, the Federal Funds Effective Rate for such day will be deemed to be zero.
22

“Financial Covenant” means the financial covenant set forth in Section 6.04.
“Financial Officer” means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower.
“Financial Quarter” means the period commencing on the day after one Quarter Date and ending on the next Quarter Date.
“Financial Year” means the annual accounting period of the Borrower ending on December 31 in each year.
“Fitch” means Fitch Ratings Inc. and any successor to its rating agency business.
“Floor” means a rate of interest equal to zero percent (0%).
“Foreign Lender” means a Recipient that is not a U.S. Person.
“Fund” means a trust, fund or other entity or Person which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets.
“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies exercising such powers or functions, such as the European Union or European Central Bank).
“Guaranteed Obligations” has the meaning assigned to such term in Section 9.01.
“Guarantor” has the meaning assigned to such term in the preamble.
“Hazardous Materials” means any material, substance or waste that is listed, regulated, or otherwise defined as hazardous, toxic or radioactive (or words of similar regulatory intent or meaning) under any Environmental Law, or the exposure to which or the Release of which could give rise to any Environmental Liability or is otherwise capable of harm to human health or the environment.
“Honor Date” has the meaning assigned to such term in Section 2.06(e)(i).
“IFRS” means international accounting standards within the meaning of the IAS Regulation 606/2002 to the extent applicable to the relevant financial statements.
“Immediate Family Members” means, with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law (including adoptive relationships) and any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individuals are the only donors.
23

“Increase Period” has the meaning assigned to such term in Section 6.04(b).
“Increased Amount Date” has the meaning assigned to such term in Section 2.04(a).
“Incremental Commitments” has the meaning assigned to such term in Section 2.04(a).
“Incremental Lender” has the meaning assigned to such term in Section 2.04(a).
“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Obligor under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.
“Initial Lender” means any of the initial lenders listed on Schedule I.
“Interest Election Request” means a request by an Obligor to convert or continue a Borrowing in accordance with Section 2.08 in the form of Exhibit H.
“Interest Payment Date” means (a) as to any ABR Loan, the last Business Day of each March, June, September and December and the date of termination of the Commitments, (b) as to any SOFR Loan, the last day of each Interest Period therefor and, in the case of any Interest Period of more than three (3) months’ duration, each day prior to the last day of such Interest Period that occurs at three (3) month intervals after the first day of such Interest Period, and the date of termination of the Commitments, and (c) as to any Swingline Loan, the last Business Day of each March, June, September and December and the date of termination of the Commitments.
“Interest Period” means with respect to each SOFR Borrowing, the period commencing on the date such SOFR Borrowing is made, or in the case of the continuation of a SOFR Borrowing the last day of the preceding Interest Period for such advance, and ending on the numerically corresponding day in the first (1st), third (3rd) or sixth (6th) calendar month thereafter as the Borrower may select in an appropriate notice (or such other period as selected by the Borrower in an appropriate notice and agreed to by the Administrative Agent, provided that, if such other period is shorter than six (6) months, such agreement by the Administrative Agent shall not require any further consent or instructions from the Lenders; and provided, further, that if such other period is longer than six (6) months, such agreement by the Administrative Agent shall require each Lender´s approval), except that each Interest Period that commences on the last Business Day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last Business Day of the appropriate subsequent calendar month; provided that, no tenor that has been removed from this definition pursuant to Section 2.23(e) shall be available for specification in such appropriate notice. Notwithstanding the foregoing: (a) if any Interest Period would otherwise end after the Maturity Date, such Interest Period shall end on such Maturity Date and (b) each Interest Period that would otherwise end on a day which is not a Business Day shall end on the immediately following Business Day (or, if such immediately following Business Day falls in the next calendar month, on the immediately preceding Business Day).
“Interest Rate, Currency or Commodity Price Agreement” means any forward contract, futures contract, swap, option or other financial agreement or arrangement (including, without limitation, caps, floors, collars and similar agreements) relating to, or the value of which is dependent upon, interest rates, currency exchange rates or commodity prices or indices (excluding contracts for the purchase or sale of goods in the ordinary course of business).
24

“Investment” by any Person means any direct or indirect loan, advance or other extension of credit or capital contribution (by means of transfers of cash or other property to others or payments for property or services for the account or use of others, or otherwise) to, or purchase or acquisition of Capital Stock, bonds, notes, debentures or other securities or evidence of Debt issued by, any other Person, including any payment on a guarantee of any obligation of such other Person, together with all items that are or would be classified as Investments on a statement of financial position (excluding the footnotes thereto) prepared in accordance with IFRS, but shall not include (a) trade accounts receivable in the ordinary course of business on credit terms made generally available to the customers of such Person, or (b) commission, travel, payroll, entertainment, relocation and similar advances to officers and employees and profit sharing and other employee benefit plan contributions made in the ordinary course of business. Except as otherwise provided in this Agreement, the amount of an Investment will be determined at the time the Investment is made and without giving effect to a subsequent change in value and, to the extent applicable, shall be determined based on the equity value of such Investment.
“Investment Grade” means (i) BBB- or above in the case of Fitch (or its equivalent under any successor Rating Categories of Fitch), (ii) Baa3 or above, in the case of Moody’s (or its equivalent under any successor Rating Categories of Moody’s), and (iii) the equivalent in respect of the Rating Categories of any other Rating Agencies.
“IRS” means the United States Internal Revenue Service.
“Issuing Bank” means each of The Bank of Nova Scotia, BGL BNP Paribas S.A. and J.P. Morgan SE (formerly known as J.P. Morgan AG), in each case, in its capacity as an issuer of Letters of Credit hereunder, and any successors in such capacity as provided in Section 2.06(i). The Borrower, the Administrative Agent and any Lender may agree in writing that such Lender may issue Letters of Credit hereunder, in which case the term “Issuing Bank” shall include such Lender with respect to the Letters of Credit issued by such Lender hereunder, and each reference to “Issuing Bank” shall mean the applicable Issuing Bank or all Issuing Banks, as the context may require.
“Joint Venture” means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity.
“Joint Venture Consolidated EBITDA” means an amount equal to the product of (i) the Consolidated EBITDA of any Joint Venture (determined in good faith by a responsible financial or accounting officer of the Borrower on the same basis as provided for in the definition of “Consolidated EBITDA” (with the exception of clause (i) and the last sentence thereof regarding the addition of any Joint Venture Consolidated EBITDA to the calculation) as if each reference to the Borrower in such definition was to such Joint Venture) whose financial results are not consolidated with those of such Person in accordance with IFRS and (ii) a percentage equal to the direct or indirect equity ownership percentage of the Borrower and/or any of its Subsidiaries in the Capital Stock of such Joint Venture and its Subsidiaries.
“KYC Requirements” has the meaning assigned to such term in Section 4.01(g).
“Law” means any law (including common law), statute, directive, regulation, rule, ordinance, code, requirement, binding agreement, statutory guidance, regulatory code of practice, judgment, order, executive order, decree, injunction, decision, determination or permit issued, entered into, or promulgated by or with a Governmental Authority.
25

“LC Commitment” means, as to any Issuing Bank, its commitment to issue Letters of Credit, and to amend or extend Letters of Credit previously issued by it, pursuant to Section 2.06, in an aggregate amount at any time outstanding not to exceed (a) in the case of any Issuing Bank party hereto as of the Closing Date, the amount set forth opposite such Issuing Bank’s name on Schedule I under the heading “Letter of Credit Commitments” and (b) in the case of any Lender that becomes an Issuing Bank following the Closing Date, that amount which shall be set forth in the written agreement by which such Lender shall become an Issuing Bank, in each case as the maximum outstanding amount of Letters of Credit to be issued by such Issuing Bank, as such commitment may be changed from time to time pursuant to the terms hereof or with the agreement in writing of such Issuing Bank, the Borrower, the Administrative Agent. The aggregate LC Commitments of all Issuing Banks shall be less than or equal to $100,000,000 at all times.
“LC Disbursement” means a payment made by any Issuing Bank pursuant to a Letter of Credit.
“LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Obligors at such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.
“Lender Notice Date” has the meaning assigned to such term in Section 2.22(b).
“Lenders” means the Initial Lenders listed on Schedule I and any other Person that shall have become a party hereto pursuant to Section 2.04 or an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender and the Issuing Banks.
“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify a Borrower and the Administrative Agent which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate; provided, that such other office or offices, Affiliate or branch shall not increase the amounts payable by the Obligors under Section 2.15 or 2.17 (unless approved by the Borrower). Unless the context otherwise requires each reference to a Lender shall include its applicable Lending Office.
“Letter of Credit” means a letter of credit issued or to be issued by any Issuing Bank pursuant to this Agreement, which letter of credit shall be (a) a standby letter of credit or (b) solely to the extent agreed by the applicable Issuing Bank in its sole discretion, a commercial or “trade” letter of credit.
“Letter of Credit Request” means a request, substantially in the form attached hereto as Exhibit E, by the applicable Obligor for a Letter of Credit in accordance with Section 2.06.
“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.
26

“Limited Condition Transaction” means (i) any Investment or acquisition, including by way of merger, amalgamation or consolidation, in each case, by one or more of the Borrower and its Restricted Subsidiaries of any assets, business or Person whose consummation is not conditioned on the availability of, or on obtaining, third party financing and (ii) any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Debt requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment.
“Loan Documents” means this Agreement, including without limitation, the schedules and exhibits hereto, the Administrative Agent Fee Letter, the Notes (if any), and any other document designated as a “Loan Document” by the Administrative Agent and the Borrower.
“Loan Parties” means the Obligors and the Guarantor.
“Loans” means the loans made by the Lenders to the Obligors pursuant to this Agreement.
“Luxembourg” means the Grand Duchy of Luxembourg.
“Luxembourg Commercial Code” means the Code de Commerce of Luxembourg.
“Luxembourg Companies Act” means the Luxembourg act dated 10 August 1915 on commercial companies, as amended.
“Luxembourg Loan Party” means each Loan Party organized under the laws of Luxembourg.
“Mandated Lead Arrangers” means, collectively, BGL BNP Paribas S.A. and The Bank of Nova Scotia, as joint bookrunners and joint mandated lead arrangers under this Agreement.
“Material Adverse Effect” means any event or circumstance that has a material adverse effect on (a) the ability of the Loan Parties (taken as a whole) to perform their payment obligations under the Loan Documents or (b) the validity or enforceability of the Credit Agreement or the rights or remedies of the Lenders thereunder.
“Material Intellectual Property” has the meaning assigned to such term in Section 5.05(b).
“Maturity Date” means (i) with respect to the Non-Extending Loans and the Non-Extending Commitments, October 15, 2025 and (ii) with respect to the Extending Loans and the Extending Commitments, the Extending Loans Maturity Date (in each case, as such date may be extended in accordance with Section 2.22).
“Maximum Rate” has the meaning assigned to such term in Section 10.14.
“Minority Shareholder Loans” means Debt of a Restricted Subsidiary that is issued to and held by an equity owner of such Restricted Subsidiary, other than the Borrower or a Subsidiary of the Borrower.
“Moody’s” means Moody’s Investors Services, Inc. and any successor to its rating agency business.
“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.
27

“Non-Extending Commitments” shall mean all Commitments other than Extending Commitments.
“Non-Extending Lender” has the meaning assigned to such term in Section 2.22(b).
“Non-Extending Loans” shall mean all Loans other than Extending Loans.
“Note” means any promissory note executed by an applicable Obligor to evidence the Loans made to it in accordance with Section 2.11(c), which shall be in the form of Exhibit G.
“Obligations” means the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and LC Disbursements and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Obligors, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of the Obligors to any Credit Party, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Credit Parties that are required to be paid by any Obligor pursuant hereto) or otherwise.
“Obligors” means, collectively, the Borrower and any Additional Borrowers, and “Obligor” means any one of them individually.
“OFAC” means Office of Foreign Assets Control of the United States Department of the Treasury.
“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).
“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.19).
“Participant” has the meaning assigned to such term in Section 10.04(c).
“Participant Register” has the meaning assigned to such term in Section 10.04(c).
“Payment Office” means the office of the Administrative Agent specified in or determined in accordance with the provisions of Section 10.01.
“Payment Recipient” has the meaning assigned to such term in Section 8.11(a).
28

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.
“Periodic Term SOFR Determination Day” has the meaning assigned to such term in clause (a) of the definition of Term SOFR.
“Permitted Asset Swap” means the concurrent purchase and sale or exchange of related business assets or a combination of related business assets, cash and Cash Equivalents between the Borrower or any of its Subsidiaries and another Person.
“Permitted Debt” means:
(a)    any Debt under this Agreement in an aggregate amount not to exceed the amount thereof drawn on the Closing Date;
(b)    Debt (other than Debt described in another clause of this definition) that is (x) outstanding on the date of this Agreement or (y) committed or mandated on the date of this Agreement and disclosed in writing to the Lenders and the Administrative Agent prior to such date;
(c)    Pari passu Debt of the Borrower or its Restricted Subsidiaries under Credit Facilities and any Permitted Refinancing Debt in respect thereof, in an aggregate principal amount at any one time outstanding that does not exceed an amount equal to the greater of (A) $900,000,000 and (B) eight percent (8%) of Total Assets, plus, (1) any accrual or accretion of interest that increases the principal amount of Debt under Credit Facilities and (2) in the case of any refinancing of Debt permitted under this clause (c) or any portion thereof, the aggregate amount of fees, underwriting discounts and commissions, premiums and other costs and expenses incurred in connection with such refinancing;
(d)    Debt owed by the Borrower to any of its Restricted Subsidiaries or Debt owed by any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary; provided, that (A) if the Borrower is the obligor on such Debt, such Debt must be unsecured and expressly subordinated (it being understood that any such subordination terms must be effective at the time such Debt is incurred; provided that, such subordination shall only apply during the existence of an Event of Default pursuant to clauses 7.01(a), (b), (h) or (i) or following an acceleration of the Loans pursuant to Section 7.01) to the prior payment in full in cash of all of the Borrower’s obligations under the Facility, and (B) either (x) the transfer or other disposition by the Borrower or such Restricted Subsidiary of any Debt so permitted to a Person (other than to the Borrower or any of its Restricted Subsidiaries) or (y) such Restricted Subsidiary ceasing to be a Restricted Subsidiary of the Borrower, will at the time of such transfer or other disposition, in each case, be deemed to be an incurrence of such Debt not permitted by this clause (d);
(e)    Acquired Debt;
(f)    Minority Shareholder Loans;
(g) Permitted Refinancing Debt of the Borrower or any Restricted Subsidiary incurred in exchange for or the proceeds of which are used to refinance or refund or replace, or any extension or renewal of (including, in each case, successive refinancings, extensions and renewals), Debt of any such Person incurred in compliance with the Debt Incurrence Test or clauses (a), (b), (e) or this clause (g) of this definition, as the case may be;
29

(h)    Debt of the Borrower or any Restricted Subsidiary represented by letters of credit in order to provide security for workers’ compensation claims, health, disability or other employee benefits, payment obligations in connection with self- insurance or similar requirements of the Borrower or any Restricted Subsidiary in the ordinary course of business;
(i)    customary indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the disposition of any assets of the Borrower or any Restricted Subsidiary, and earn-out provisions or contingent payments in respect of purchase price or adjustment of purchase price or similar obligations in acquisition agreements other than guarantees of Debt incurred by any Person acquiring all or any portion of such assets for the purpose of financing such acquisition; provided that the maximum aggregate liability in respect of each such incurrence of such Debt will at no time exceed the gross proceeds actually received by the Borrower or any Restricted Subsidiary in connection with the related disposition;
(j)    obligations in respect of (i) customs, VAT or other tax guarantees, (ii) bid, performance, completion, guarantee, surety and similar bonds, including guarantees or obligations of the Borrower or any Restricted Subsidiary with respect to letters of credit supporting such obligations and (iii) the financing of insurance premiums, in each case, in the ordinary course of business and not related to Debt for borrowed money;
(k)    Debt of the Borrower or any Restricted Subsidiary arising from the honoring by a bank or other financial institution of a check, draft or similar instrument including, but not limited to, electronic transfers, wire transfers, netting services and commercial card payments, drawn against insufficient funds; provided that such Debt is extinguished within thirty (30) days of incurrence;
(l)    guarantees by the Borrower or any Restricted Subsidiary of Debt or any other obligation or liability of the Borrower or any Restricted Subsidiary (other than of any Debt incurred in violation of Section 6.03 hereof); provided, however, that if the Debt being guaranteed is subordinated in right of payment to the Loans or any guarantee of the Loans, then such guarantee shall be subordinated substantially to the same extent as the relevant Debt guaranteed;
(m)    Debt arising under borrowing facilities provided by a special purpose vehicle notes issuer to the Borrower or any Restricted Subsidiary in connection with the issuance of notes or other similar debt securities intended to be supported primarily by the payment obligations of the Borrower or any Restricted Subsidiary in connection with any vendor financing platform;
30

(n) Debt of the Borrower or any Restricted Subsidiary in an aggregate outstanding principal amount which, when taken together with any Permitted Refinancing Debt in respect thereof and the principal amount of all other Debt incurred pursuant to this clause (n) and then outstanding, will not exceed 100% of the cash proceeds (net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available tax credit or deductions and any tax sharing arrangements)) received by the Borrower or any Restricted Subsidiary from the issuance or sale (other than to the Borrower or a Restricted Subsidiary) of its Minority Shareholder Loans or Capital Stock or otherwise contributed to the equity of the Borrower, in each case, subsequent to the date of execution of this Agreement (and in each case, other than through the issuance of Disqualified Stock or Preferred Stock);
(o)    Debt consisting of (i) mortgage financings, asset backed financings, Purchase Money Obligations or other financings, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement (including, without limitation, in respect of tenant improvement) of property (real or personal), plant, equipment or other assets (including, without limitation, network assets) used or useful in the business of the Borrower or any Restricted Subsidiary or (ii) Debt otherwise incurred to finance the purchase, lease, rental or cost of design, development, construction, installation or improvement (including, without limitation, in respect of tenant improvement) of property (real or personal), plant, equipment or other assets (including, without limitation, network assets) used or useful in the business of the Borrower or any Restricted Subsidiary whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, and any Permitted Refinancing Debt in respect thereof, in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Debt incurred pursuant to this clause (o) will not exceed the greater of (1) $250,000,000 and (2) three percent (3%) of Total Assets at any time outstanding; or
(p)    Debt not otherwise permitted to be incurred pursuant to clauses (a) through (o) above, which, together with any other outstanding Debt incurred pursuant to this clause (p), including any Permitted Refinancing Debt in respect thereof, has an aggregate principal amount at any time outstanding not in excess of the greater of (A) $300,000,000 and (B) four percent (4%) of Total Assets, plus, in the case of any refinancing of Debt permitted under this clause (p) or any portion thereof, the aggregate amount of fees, underwriting discounts and commissions, premiums and other costs and expenses incurred in connection with such refinancing.
In the event that an item of Debt meets the criteria of more than one of the types of Permitted Debt or is entitled to be incurred in accordance with the Debt Incurrence Test, the Borrower in its sole discretion may classify and from time to time reclassify such item of Debt or any portion thereof and only be required to include the amount of such Debt as one of such types.
“Permitted Disposals” means:
(a)    any dispositions of assets in a single transaction or series of transactions with an aggregate Fair Market Value in any calendar year of not more than the greater of (x) $25,000,000 and (y) 1% of Total Assets (with unused amounts in any calendar year being carried over to the next succeeding year subject to a maximum of the greater of $25,000,000 and 1% of Total Assets of carried over amounts for any calendar year);
(b)    any Specified Subsidiary Sale;
31

(c)    any disposition of Tower Equipment, including any Sale/Leaseback Transaction; provided that any cash or Cash Equivalents received in connection with such disposition (the “Permitted Disposal Net Available Proceeds”) are applied, within 365 days of such disposition or Sale/Leaseback Transaction, at the Borrower’s option, to (i) repay, redeem, retire or cancel outstanding Senior Secured Debt; (ii) repurchase, prepay, redeem or repay Debt of the Borrower that ranks pari passu in right of payment to the Loans; (iii) to acquire all or substantially all of the assets of, or any Capital Stock of, another Related Business, if, after giving effect to any such acquisition of Capital Stock, the Related Business is or becomes a Restricted Subsidiary of the Borrower; (iv) to make a capital expenditure or acquire other assets (other than Capital Stock and cash or Cash Equivalents), rights (contractual or otherwise) and properties, whether tangible or intangible (including ownership interests) that are used or intended for use in connection with a Related Business; (v) to repay any outstanding Obligations hereunder; (vi) enter into a binding commitment to apply the Permitted Disposal Net Available Proceeds pursuant to sub-clauses (iii) or (iv) of this clause (c), provided that such binding commitment (or any subsequent binding commitment replacing the initial binding commitment that is entered into within 180 days following the aforementioned 365-day period) shall be treated as a permitted application of the such Permitted Disposal Net Available 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 (vii) any combination of the foregoing sub-clauses (i) through (vi) of this clause (c);
(d)    a transfer of assets between or among the Borrower and/or any of its Restricted Subsidiaries;
(e)    the issuance of Capital Stock by a Restricted Subsidiary to any Obligor or to another Restricted Subsidiary;
(f)    any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a person (other than any Obligor or any Restricted Subsidiary) from whom such Restricted Subsidiary was acquired or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition;
(g)    the sale, lease or other transfer of products, services, accounts receivable, inventory or other assets in the ordinary course of business and any sale or other disposition of damaged, surplus, worn-out or (in the good faith judgement of the Borrower) obsolete assets;
(h)    dispositions in connection with Permitted Liens;
(i)    disposals of assets, rights or revenue not constituting part of the Related Business and other disposals of non-core assets acquired in connection with any acquisition permitted under this Agreement;
(j)    licenses and sublicenses of any Obligor or any Restricted Subsidiary in the ordinary course of business;
32

(k)    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;
(l)    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;
(m)    a transfer or disposition of assets that is governed by the provisions of Section 6.01(i) of this Agreement;
(n)    the sale or other disposition of cash or Cash Equivalents;
(o)    the foreclosure, condemnation or any similar action with respect to any property or other assets;
(p)    a transfer or disposition of assets that is governed by Section 6.07 of this Agreement;
(q)    sales of accounts receivable and related assets or an interest therein of the type specified in the definition of “Qualified Receivables Transaction” to a Receivables Entity, and Investments in a Receivables Entity consisting of cash or securitization obligations;
(r)    any disposition or expropriation of assets or Capital Stock which any Obligor or any Restricted Subsidiary is required by, or made in response to concerns raised by, a regulatory authority or court of competent jurisdiction;
(s)    any disposition of Capital Stock, Debt or other securities of an Unrestricted Subsidiary;
(t)    disposal of non-core assets acquired in connection with any acquisition permitted under this Agreement;
(u)    any disposition of assets to a Person who is providing services related to such assets, the provision of which have been or are to be outsourced by any Obligor or any Restricted Subsidiary to such Person;
(v)    any disposition of Investments in Joint Ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the Joint Venture parties set forth in Joint Venture arrangements and similar binding agreements; provided that any cash or Cash Equivalents received in connection with such disposition are applied, within 365 days of such disposition, at the Borrower’s option, in accordance with sub-clauses (i) through (vii) of clause (c) of this definition of “Permitted Disposals”;
(w)    any sale or disposition with respect to property built, repaired, improved, owned or otherwise acquired by any Obligor or any Restricted Subsidiary pursuant to customary sale and leaseback transactions, asset securitizations and other similar financings permitted by this Agreement;
(x) any dispositions constituting the surrender of tax losses by any Obligor or a Restricted Subsidiary (i) to any Obligor or a Restricted Subsidiary; (ii) in order to eliminate, satisfy or discharge any tax liability of any person that was formerly a subsidiary of an Obligor which has been disposed of pursuant to a disposal permitted by the terms of this Agreement, to the extent that such Obligor or Restricted Subsidiary would have a liability (in the form of an indemnification obligation or otherwise) to one or more persons in relation to such tax liability if not so eliminated, satisfied or discharged;
33

(y)    the disposal of up to twenty-five percent (25%) of the outstanding ordinary shares or other Capital Stock of any of the Subsidiaries of the Borrower organized or operating in Tanzania in a public offering and listing on the Dar es Salaam Stock Exchange or any other exchange approved by the Borrower;
(z)    Permitted Asset Swaps; and
(aa)    any other disposal of assets not described in clauses (a) through (z) above consisting in the aggregate a value of ten percent (10%) or less of Total Assets.
“Permitted Holder” means, at any time, (i) Iliad Holding S.A.S., (ii) the Permitted Investor and its Immediate Family Members or (iii) any trust, corporation, partnership, limited partnership, limited liability company or other legal entity (including Atlas Investissement S.A.S. or Atlas Luxco S.à r.l., a private limited liability company (société à responsabilité limitée), organized and existing under the laws of the Grand Duchy of Luxembourg, with its registered office located at 53, boulevard Royal, L-2449, Luxembourg, and registered with the Luxembourg Trade and Companies Register under number B 274990) that at such time a majority of the Voting Stock thereof is beneficially owned, directly or indirectly, by the Permitted Investor and/or its Immediate Family Members, measured by voting power rather than number of shares; provided that, notwithstanding the foregoing, the Permitted Holders shall in any event exclude any Person that on the date of any Change of Control is (i) a Designated Person or (ii) the subject of Proceedings under any Sanctions Laws.
“Permitted Investments” means (1) any loan made by any member of the Restricted Group to any other member of the Restricted Group, (2) loans or advances to employees and officers (or guarantees of intra-Restricted Group loans to employees or officers) in the ordinary course of business; (3) customary cash management, cash pooling or netting or setting off arrangements; and (4) the granting of Liens pursuant to clause (n) of the definition of Permitted Liens.
“Permitted Investor” means Xavier Niel, a natural person.
“Permitted Interest Rate, Currency or Commodity Price Agreement” means any Interest Rate, Currency or Commodity Price Agreement entered into with one or more financial institutions in the ordinary course of business that is designed to protect against fluctuations in interest rates or currency exchange rates and which shall have a notional amount no greater than the payments due with respect to the Debt being hedged thereby, or in the case of currency or commodity protection agreements against currency exchange or commodity price fluctuations in the ordinary course of business relating to then existing financial obligations and not for purposes of speculation.
“Permitted Liens” means:
(a)    Liens for taxes, assessments or governmental charges or levies on the property of the Borrower or any Restricted Subsidiary if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision that shall be required in conformity with IFRS shall have been made therefor;
34

(b)    Liens imposed by law, such as statutory Liens of landlords’, carriers’, warehousemen’s and mechanics’ Liens and other similar Liens, on the property of the Borrower or any Restricted Subsidiary in the ordinary course of business arising solely by virtue of any statutory or common law (but not contractual) provisions relating to bankers’ Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depositary institution;
(c)    Liens on the property of the Borrower or any Restricted Subsidiary incurred in the ordinary course of business to secure performance of obligations with respect to statutory or regulatory requirements, performance bids, trade contracts, letters of credit performance or return-of-money bonds, surety bonds or other obligations of a like nature and incurred in a manner consistent with industry practice, in each case which are not incurred in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property and which do not in the aggregate impair in any material respect the use of property in the operation of the business of the Borrower and its Restricted Subsidiaries taken as a whole;
(d)    Liens on property at the time the Borrower or any Restricted Subsidiary acquired such property, including any acquisition by means of a merger or consolidation; provided, however, that any such Lien may not extend to any other property of the Borrower or any Restricted Subsidiary;
(e)    Liens on the property of a Person at the time such Person becomes a Restricted Subsidiary; provided, however, that any such Lien may not extend to any other property of the Borrower or any Restricted Subsidiary that is not a direct or, prior to such time, indirect Subsidiary of such Person (other than pursuant to after-acquired property clauses in effect with respect to such Lien at the time of acquisition on property of the type that would have been subject to such Lien notwithstanding the occurrence of such acquisition);
(f)    pledges or deposits by the Borrower or any Restricted Subsidiary under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Debt) or leases to which the Borrower or any Restricted Subsidiary is party, or deposits to secure public or statutory obligations of any member of the Borrower or any Restricted Subsidiary or deposits for the payment of rent, in each case incurred in the ordinary course of business;
(g)    utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character;
(h)    Liens in favor of a credit card processor arising in the ordinary course of business under any processor agreement;
(i) any provision for the retention of title to any property by the vendor or transferor of such property which property is acquired by the Borrower or any Restricted Subsidiary in a transaction entered into in the ordinary course of business of the Borrower or any Restricted Subsidiary and for which kind of transaction it is customary market practice for such retention of title provision to be included;
35

(j)    Liens arising by means of any judgment, decree or order of any court so long as any appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree or order have not been fully terminated or the period within which such proceedings may be initiated has not expired and any Liens that are required to protect or enforce rights in any administrative, arbitration or other court proceeding in the ordinary course of business;
(k)    Liens securing Debt of the Borrower or any Restricted Subsidiary under any Credit Facility;
(l)    Liens securing any Permitted Interest Rate, Currency or Commodity Price Agreement;
(m)    Liens securing Acquired Debt described in clause (a) of the definition thereof (provided that any Liens securing Permitted Refinancing Debt with respect thereto shall not be a Permitted Lien pursuant to this clause (m));
(n)    Liens on the Capital Stock or other securities or assets of any Unrestricted Subsidiary to secure Debt of that Unrestricted Subsidiary;
(o)    mortgages, liens, security interests, 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 Borrower or any Restricted Subsidiary has easement rights or on any real property leased by the Borrower or any Restricted Subsidiary or similar agreements relating thereto and any condemnation or eminent domain proceedings or compulsory purchase order affecting real property;
(p)    Liens existing on the date of execution of this Agreement;
(q)    Liens in favor of the Borrower or any Restricted Subsidiary;
(r)    Liens securing customary indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the disposition of the Borrower or any Restricted Subsidiary, and earn-out provisions or contingent payments in respect of purchase price or adjustment of purchase price or similar obligations in acquisition agreements other than guarantees of Debt incurred by any Person acquiring all or any portion of such assets for the purpose of financing such acquisition;
(s)    Liens securing Debt of the Borrower or any Restricted Subsidiary arising from the honoring by a bank or other financial institution of a check, draft or similar instrument including, but not limited to, electronic transfers, wire transfers, netting services and commercial card payments, drawn against insufficient funds;
(t)    Liens on insurance policies and the proceeds thereof, or other deposits, to secure insurance premium financings in respect of the Borrower or any Restricted Subsidiary;
36

(u)    Liens arising from financing statement filings (or other similar filings in any applicable jurisdiction) regarding operating leases entered into by any Restricted Subsidiary in the ordinary course of business;
(v)    Liens on goods (and the proceeds thereof) and documents of title and the property covered thereby securing Debt in respect of commercial letters of credit issued to facilitate the purchase, shipment or storage of such inventory or other goods;
(w)    Liens for the purpose of securing the payment of all or a part of the purchase price of Capital Lease Obligations, Purchase Money Obligations or other payments incurred by the Borrower or any of its Restricted Subsidiaries to finance the acquisition, improvement or construction of, assets or property acquired or constructed in the ordinary course of business; provided that such Liens do not encumber any other assets or property of the Borrower or any Restricted Subsidiary other than such assets or property and assets affixed or appurtenant thereto;
(x)    Liens on property of any Restricted Subsidiary to secure Debt incurred in compliance with the Debt Incurrence Test or of the type described in clauses (h), (i), (j), (k) and (o) of the definition of “Permitted Debt”;
(y)    Liens on any escrow account used in connection with an acquisition of property or Capital Stock of any Person or pre-funding a refinancing of Debt otherwise permitted by this Agreement;
(z)    Liens on the Borrower’s and any Restricted Subsidiary’s deposits in favor of financial institutions arising from any netting or set-off arrangement substantially consistent with its current practice for the purpose of netting debt and credit balances substantially consistent with the Borrower’s or such Restricted Subsidiary’s existing cash pooling arrangements;
(aa)     Liens incurred in the ordinary course of business of the Borrower or any Restricted Subsidiary with respect to obligations that do not exceed the greater of $500,000,000 or four percent (4%) of Total Assets at any one time outstanding and that do not in the aggregate materially detract from the value of the property of the Borrower, or materially impair the use thereof in the operation of business by the Borrower or its Restricted Subsidiaries;
(bb)     Liens over cash or other assets that secure collateralized obligations incurred as Permitted Debt; provided that the amount of cash collateral does not exceed the principal amount of the Permitted Debt;
(cc)     Liens on Restricted MFS Cash of the Borrower or any Restricted Subsidiary in favor of the customers or dealers of, or third parties in relation to the provision of mobile financial services, in each case who provided such Restricted MFS Cash to the Borrower or such Restricted Subsidiary;
(dd) Liens over rights under loan agreements relating to, or over notes or similar instruments evidencing, the on-loan of proceeds received by the Borrower or any Restricted Subsidiary from the issuance of Debt, which Liens are created to secure payment of such Debt; (ee) Liens on Receivables and related assets of the type described in the definition of “Qualified Receivables Transaction” incurred in connection with a Qualified Receivables Transaction, and Liens on Investments in Receivables Entities;
37

(ff)     Liens consisting of any right of set-off granted to any financial institution acting as a lockbox bank in connection with a Qualified Receivables Transaction;
(gg)     Liens for the purpose of perfecting the ownership interests of a purchaser of Receivables and related assets pursuant to any Qualified Receivables Transaction;
(hh)     Liens arising in connection with other sales of Receivables permitted hereunder without recourse to the Borrower or any of its Restricted Subsidiaries;
(ii)     Liens in respect of the ownership interests in, or assets owned by, any Joint Ventures or similar arrangements, other than Joint Ventures or similar arrangements that are Restricted Subsidiaries, securing obligations of such Joint Ventures or similar agreements;
(jj)    any encumbrance or restriction (including, but not limited to, put and call arrangements) with respect to Capital Stock of any Joint Venture or similar arrangement pursuant to any Joint Venture or similar agreement; and
(kk)     Liens on the property of the Borrower or any Restricted Subsidiary to replace in whole or in part, any Lien described in the foregoing clauses (a) through (jj); provided that any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the Debt being refinanced or in respect of property that is the security for a Permitted Lien hereunder.
“Permitted Refinancing Debt” means any renewals, extensions, substitutions, defeasances, discharges, refinancings or replacements (each, a “refinancing”) of any Debt of the Borrower or a Restricted Subsidiary pursuant to this definition, including any successive refinancings, as long as: (a) such Permitted Refinancing Debt is in an aggregate principal amount (or if incurred with original issue discount, an aggregate issue price) not in excess of the sum of: (i) the aggregate principal amount (or if incurred with original issue discount, the aggregate accreted value plus all accrued interest) then outstanding of the Debt being refinanced; and (ii) an amount necessary to pay any fees and expenses, including premiums and defeasance costs, related to such refinancing; (b) such Permitted Refinancing Debt has (i) a stated maturity that is either (X) no earlier than the stated maturity of the Debt being refinanced or (Y) after the stated maturity of the Loans and (ii) a Weighted Average Life-to-Maturity that is equal to or greater than the Weighted Average Life-to-Maturity of the Debt being refinanced; and (c) if the Debt being refinanced is subordinated in right of payment to the Loans, such Permitted Refinancing Debt is subordinated in right of payment to, the Loans on terms at least as favorable to the Lenders as those contained in the documentation governing the Debt being refinanced; and (d) if the Borrower was the obligor on the Debt being refinanced, such Permitted Refinancing Debt is incurred by the Borrower.
Permitted Refinancing Debt in respect of any Credit Facility or any other Debt may be incurred from time to time after the termination, discharge or repayment of all or any part of such Credit Facility or other Debt. Permitted Refinancing Debt shall not include any Debt of the Borrower or any Restricted Subsidiary that refinances Debt of an Unrestricted Subsidiary.
38

“Permitted Reorganization” means (a) an amalgamation, merger, consolidation, corporate reconstruction, or reorganization involving any Obligor where the entity formed by or surviving such amalgamation, merger, consolidation, corporate reconstruction, or reorganization is such Obligor; (b) an amalgamation, merger, consolidation, corporate reconstruction, or reorganization involving a Restricted Subsidiary (other than an Obligor) where the entity formed by or surviving such amalgamation, merger, consolidation, corporate reconstruction, or reorganization is a Restricted Subsidiary; (c) any liquidation, winding up, or dissolution of any Restricted Subsidiary that is not a Significant Subsidiary or an Obligor undertaken in connection with a corporate reorganization, provided that such liquidation, winding up, or dissolution is not materially adverse to the interests of the Lenders.
“Person” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, limited liability company or government or other entity.
“Plan” means any employee pension benefit plan within the meaning of Section 3(2) of ERISA (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which any Obligor or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4062 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.
“Platform” has the meaning assigned in Section 10.01(d)(i).
“Preferred Stock” of any Person means Capital Stock of such Person of any class or classes (however designated) that ranks prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to shares of Capital Stock of any other class of such Person.
“Pricing Grid” means the table shown immediately below setting forth the Applicable Margin applicable to the Facility based on Total Net Leverage Ratio set forth in each Compliance Certificate delivered pursuant to Section 5.01(c)(i) hereof:
Ratio Level Total Net Leverage Ratio Applicable Margin
Level I ≥ 3.0x 2.75%
Level II < 3.0x and ≥ 2.5x 2.50%
Level III < 2.5x and ≥ 2.0x 2.20%
Level IV < 2.0x and ≥ 1.5x 2.00%
Level V < 1.5x 1.75%

“Prime Rate” means the rate of interest per annum publicly announced from time to time by The Bank of Nova Scotia (or any replacement Administrative Agent) as its prime rate in effect at its office located at Toronto, Canada (or the principal office of any such replacement Administrative Agent) (which is not necessarily the lowest rate charged to any customer); each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.
“Pro-Rata Share” means, with respect to any Lender, the percentage of the total Credit Exposure and unused Commitments represented by such Lender’s Credit Exposure and unused Commitments.
“Proceeding” means any claim, action, suit, inquiry, investigation, or other proceeding by or before any Governmental Authority.
39

“Process Agent” has the meaning assigned to such term in Section 10.09(d).
“Prohibited Payment” has the meaning assigned to such term in Section 3.13(e).
“Purchase Money Obligations” means any Debt incurred to finance or refinance the acquisition, leasing, construction or improvement of property (real or personal) or assets (including Capital Stock), and whether acquired through the direct acquisition of such property or assets or the acquisition of the Capital Stock of any Person owning such property or assets, or otherwise.
“Qualified Acquisition” means an acquisition by the Borrower or any Restricted Subsidiary of any Person or the assets of any Person with an aggregate cash purchase price of at least $500,000,000 which has been designated to the Administrative Agent and the Lenders by an Authorized Officer of the Borrower as a “Qualified Acquisition.”
“Qualified Receivables Transaction” means any transaction or series of transactions that may be entered into by the Borrower or any Restricted Subsidiary pursuant to which such Person or its Subsidiaries may sell, convey or otherwise transfer to (i) a Receivables Entity (in the case of a transfer by such Person or any of its Subsidiaries) and (ii) any other Person (in the case of a transfer by a Receivables Entity), or may grant a Lien in, any Receivables (whether now existing or arising in the future) of such Person or any of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such Receivables, all contracts and all guarantees or other obligations in respect of such accounts receivable, the proceeds of such Receivables and other assets which are customarily transferred, or in respect of which Liens are customarily granted, in connection with asset securitization involving Receivables and any Interest Rate, Currency or Commodity Price Agreement entered into by such Person or any such Subsidiary in connection with such Receivables.
“Quarter Date” means each of March 31, June 30, September 30 and December 31.
“Rating Agency” means each of (i) Fitch, Moody’s and S&P or (ii) if any of Fitch, Moody’s or S&P are not making ratings of the Debt publicly available, an internationally recognized rating agency or agencies, as the case may be, selected by the Borrower, which will be substituted for any of Fitch, Moody’s or S&P, as the case may be.
“Rating Category” means (i) with respect to Fitch, any of the following categories (any of which may include a “+” or “-”): AAA, AA, A, BBB, BB, B, CCC, CC, C, R, SD and D (or equivalent successor categories); (ii) with respect to Moody’s, any of the following categories (any of which may include a “1,” “2” or “3”): Aaa, Aa, A, Baa, Ba, B, Caa, Ca, and C (or equivalent successor categories), and (iii) the equivalent of any such categories of Fitch or Moody’s used by another Rating Agency, if applicable.
“Recast Regulation” has the meaning assigned to such term in Section 3.16.
“Receivable” means a right to receive payment arising from a sale or lease of goods or the performance of 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 and shall include, in any event, any items of property that would be classified as an “account,” “chattel paper,” “payment intangible” or “instrument” under the Uniform Commercial Code as in effect in the State of New York and any “supporting obligations” as so defined.
40

“Receivables Entity” means a wholly-owned Subsidiary of a Person (or another Person in which such Person or any Subsidiary of such Person makes an Investment or to which such Person or any Subsidiary of such Person transfers Receivables and related assets) which engages in no activities other than in connection with the financing of Receivables and which is designated by the board of directors or senior management of such Person as a Receivables Entity:
(a)    no portion of the Debt or any other obligations (contingent or otherwise) of which: (i) is guaranteed by such Person or any Subsidiary of such Person (excluding guarantees of obligations (other than the principal of, and interest on, Debt) pursuant to Standard Securitization Undertakings); (ii) is recourse to or obligates such Person or any Subsidiary of such Person in any way other than pursuant to Standard Securitization Undertakings; or (iii) subjects any property or asset of such Person or any Subsidiary of such Person, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings except, in each such case, certain Permitted Liens;
(b)    with which neither such Person nor any Subsidiary of such Person has any material contract, agreement, arrangement or understanding (except in connection with a purchase money note or Qualified Receivables Transaction) other than on terms not materially less favorable to such Person or such Subsidiary than those that might be obtained at the time from Persons that are not affiliates of such Person, other than fees payable in the ordinary course of business in connection with servicing Receivables; and
(c)    to which neither such Person nor any Subsidiary of such Person has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results (other than those related to or incidental to the relevant Qualified Receivables Transaction).
Any such designation by the board of directors or senior management of the Borrower shall be evidenced to the Administrative Agent by promptly filing with the Administrative Agent a certified copy of the resolution of the board of directors or senior management of the Borrower giving effect to such designation or an certificate from an Authorized Officer of the Borrower certifying that such designation complied with the foregoing conditions.
“Receivables Repurchase Obligation” means any obligation of a seller of Receivables in a Qualified Receivables Transaction 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, offset 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.
“Recipient” means (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank, as applicable.
“Redeemable Stock” of any Person means any Capital Stock of such Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or otherwise (including upon the occurrence of an event) matures or is required to be redeemed (pursuant to any sinking fund obligation or otherwise) or is convertible into or exchangeable for Debt or is redeemable at the option of the holder thereof, in whole or in part, at any time prior to the Maturity Date.
“Register” has the meaning assigned to such term in Section 10.04(b)(iv).
41

“Related Business” means (i) any business, services or activities engaged in by the Borrower or any of its Subsidiaries on the date of execution this Agreement and (ii) any business in which the Borrower or its Subsidiaries are engaged, directly or indirectly, that consists primarily of, or are related to, operating, acquiring, developing or constructing any telecommunications services (including, without limitation, fixed and mobile telephony, broadband internet, network-related services, cable television, broadcast content, network-neutral services, electronic, transactional, financial and commercial services related to the provision of telephony or internet services) and related businesses.
“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.
“Release” means any depositing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, migrating, leaching, seeping, dumping, placing, discarding, abandonment, or disposing into or through the environment (including abandonment or disposal of any barrel, container or other closed receptacle containing any Hazardous Materials).
“Repeating Representations” means the representations and warranties set forth in Sections 3.01, 3.05(b) (provided that, the reference to the date set forth in Section 3.05(b) shall be deemed a reference to the date of the latest audited financial statements delivered hereunder as of the date in which such Repeating Representation is deemed repeated), 3.08(d), 3.13 and 3.15.
“Required Lenders” means, at any time, Lenders having Credit Exposures and unused Commitments representing more than 50% of the sum of the total Credit Exposures and unused Commitments at such time; provided that, in the event any of the Lenders shall be a Defaulting Lender, then for so long as such Lender is a Defaulting Lender, “Required Lenders” means Lenders (excluding all Defaulting Lenders) having Credit Exposures and unused Commitments representing more than 50% of the sum of the total Credit Exposures and unused Commitments of such Lenders (excluding all Defaulting Lenders) at such time.
“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
“Restricted Cash” means the sum of (i) Restricted MFS Cash and, without duplication, (ii) amount of cash that would be stated as “restricted cash” on the consolidated statement of financial position of any Person, as of such date in accordance with IFRS.
“Restricted Group” means the Borrower and its Restricted Subsidiaries.
“Restricted MFS Cash” means, as of any date of determination, an amount equal to any cash paid in or deposited by or held on behalf of any customer or dealer of, or any other third party in relation to, one or more of the Borrower and its Restricted Subsidiaries, if any, engaged in the provision of mobile financial services and designated as “restricted cash” on the consolidated statement of financial position of such Person, together with any interest thereon.
“Restricted Subsidiary” means any Subsidiary of the Borrower other than an Unrestricted Subsidiary.
“Revolving Loan” means an Extending Loan or a Non-Extending Loan, in each case, made pursuant to Section 2.01 and Section 2.03.
42

“S&P” means Standard & Poor’s Rating Services, a Standard & Poor’s Financial Services LLC business, and any successor to its rating agency business.
“Sale/Leaseback Transaction” means an arrangement relating to property now owned or hereafter acquired whereby a Person or its Subsidiary transfers such property to another Person and such Person or such Subsidiary leases it from such other Person.
“Sanctioned Country” means a country, region or territory which is itself the subject or target of comprehensive, country-, region-, or territory-wide Sanctions Laws (including as of the date hereof Cuba, Iran, Syria, North Korea, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea, Zaporizhzhia and Kherson Regions of Ukraine).
“Sanctions Laws” means any applicable economic or financial sanctions or trade embargoes, imposed, administered, promulgated, or enforced from time to time by the U.S. government (including without limitation those administered by OFAC), the European Union, His Majesty’s Treasury, Canada, the United Nations Security Council or other relevant sanctions authority.
“SEC” means the Securities and Exchange Commission of the United States of America.
“Second Amendment” means that certain Amendment No. 2 under Revolving Credit Facility, dated as of August 22, 2024, among the Borrower, the Administrative Agent and the Lenders party thereto.
“Second Amendment Effective Date” has the meaning assigned to the term “Amendment No. 2 Effective Date” in the Second Amendment.
“Senior Secured Debt” means, as of any date of determination, any Debt of (a) the Borrower that is secured by a security interest in any assets of the Borrower or any of its Restricted Subsidiaries and/or (b) any Restricted Subsidiary of the Borrower, other than Debt incurred pursuant to clauses (h), (i), (j), (k), (l) and (o) of the definition of “Permitted Debt”.
“Significant Subsidiary” means, at the date of determination, any Restricted Subsidiary of the Borrower that (1) for the most recent Financial Year, accounted for more than 10% of Consolidated EBITDA or (2) as of the end of the most recent Financial Year, was the owner of more than 10% of Total Assets.
“SOFR” means, a rate equal to the secured overnight financing rate as administered by the SOFR Administrator. When used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to Term SOFR.
“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).
“SOFR Loan” means a Loan that bears interest at a rate based on Adjusted Term SOFR, other than pursuant to clause (c) of the definition of “Alternate Base Rate.”
“Solvent” means, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person is generally paying its debts as they become due (whether at maturity or otherwise) and (d) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute an unreasonably small capital.
43

The amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
“Specified Legal Expenses” means, to the extent not constituting an extraordinary, non-recurring or unusual loss, charge or expense, all attorneys’ and experts’ fees and expenses and all other costs, liabilities (including all damages, penalties, fines and indemnification and settlement payments) and expenses paid or payable in connection with any threatened, pending, completed or future claim, demand, action, suit, proceeding, inquiry or investigation (whether civil, criminal, administrative, governmental or investigative).
“Specified Subsidiary Sale” means the sale, transfer or other disposition of all of the Capital Stock, or all of the assets or properties of, (a) any Person, the primary purpose of which is to own Tower Equipment located in any market in which the Borrower or its Restricted Subsidiaries operate; (b) any Person which operates the Borrower’s or any Restricted Subsidiary of the Borrower’s mobile financial services business; (c) MKC Brilliant Services GmbH; and (d) Africa Internet Holding GmbH.
“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by a Person or any Subsidiary of such Person which are reasonably customary in a securitization of Receivables transactions, including, without limitation, those relating to the servicing of the assets of a Receivables Entity, it being understood that any Receivables Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.
“Step-Up Option” has the meaning assigned to such term in Section 6.04(b).
“Subsidiary” of any Person means (i) a corporation more than 50% of the combined voting power of the outstanding Voting Stock of which is owned, directly or indirectly, by such Person or by one or more other Subsidiaries of such Person or by such Person and one or more Subsidiaries thereof or (ii) any other Person (other than a corporation) in which such Person, or one or more other Subsidiaries of such Person or such Person and one or more other Subsidiaries thereof, directly or indirectly, has at least a majority ownership and power to direct the policies, management and affairs thereof.
“Swingline Borrowing” means a Borrowing of a Swingline Loan pursuant to Section 2.05.
“Swingline Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be its Applicable Percentage of the total Swingline Exposure at such time.
“Swingline Lender” means The Bank of Nova Scotia, in its capacity as lender of Swingline Loans hereunder. The Borrower, the Administrative Agent and any Lender may agree that such Lender may make Swingline Loans hereunder, in which case the term “Swingline Lender” shall include such Lender with respect to the Swingline Loans made by such Lender, and each reference to “Swingline Lender” shall mean the applicable Swingline Lender or all Swingline Lenders, as the context may require, or any successor Swingline Lender hereunder.
“Swingline Loan” means an Extending Loan or a Non-Extending Loan, in each case, made pursuant to Section 2.05.
44

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
“Term SOFR” means,
(a)    for any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and
(b)    for any calculation with respect to an ABR Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “ABR Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any ABR Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such ABR Term SOFR Determination Day.
“Term SOFR Adjustment” means a percentage equal to 0.10% per annum.
“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).
“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.
“Test Period” means, as of any date of determination, the most recent period of four consecutive Financial Quarters ended on or prior to such date (taken as one accounting period) in respect of which financial statements for each such Financial Quarter (or the Financial Year comprised by such Financial Quarters) have been delivered or are required to have been delivered pursuant to Section 5.01(a) or (b). A Test Period may be designated by reference to the last day thereof (i.e., the “December 31st Test Period”
45

of a particular year refers to the period of four consecutive Financial Quarters of the Borrower ended on December 31st of such year), and a Test Period shall be deemed to end on the last day thereof.
“Total Assets” means the consolidated total assets of the Borrower and its Restricted Subsidiaries as shown on the Borrower’s most recent consolidated statement of financial position prepared on the basis of IFRS prior to the relevant date of determination calculated to give pro forma effect to any acquisitions (including through mergers or consolidations) and dispositions that have occurred subsequent to such period, including any such acquisitions to be made with the proceeds of Debt giving rise to the need to calculate Total Assets.
“Total Net Leverage Ratio” means, as of any date of determination, the ratio of (i) Consolidated Net Debt outstanding as of such date to (ii) Consolidated EBITDA as of the last day of the most recently ended Test Period, in each case determined on a pro forma basis as if any Debt incurred on such date of determination had been incurred, or any Debt repaid, redeemed or repurchased on such date of determination had been repaid, redeemed or repurchased (as applicable), at the beginning of such Test Period; provided, however, that for purposes of the Debt Incurrence Test, the pro forma calculation of the Total Net Leverage Ratio shall not give effect to (i) any Permitted Debt incurred on such determination date (other than Acquired Debt), or (ii) the discharge on such determination date of any Permitted Debt to the extent that such discharge results from the proceeds incurred pursuant to any Permitted Debt (other than the discharge of Debt using proceeds of Acquired Debt). For the avoidance of doubt, in determining the Total Net Leverage Ratio, no cash or Cash Equivalents shall be included that are the proceeds of Debt in respect of which the pro forma calculation is to be made, unless such proceeds are committed to be used for debt repayment or refinancing.
“Tower Equipment” means passive infrastructure related to telecommunications services, excluding telecommunications equipment, but including, without limitation, towers (including tower lights and lightning rods), power breakers, deep cycle batteries, generators, voltage regulators, main AC power, rooftop masts, cable ladders, grounding, walls and fences, access roads, shelters, air conditioners and BTS batteries owned by the Borrower or any of its Restricted Subsidiaries.
“Transactions” means the execution, delivery and performance by the Loan Parties of this Agreement and the other Loan Documents, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.
“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to Term SOFR or the Alternate Base Rate.
“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.
“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
“United States” and “U.S.” means the United States of America.
46

“Unreimbursed Amount” has the meaning assigned to such term in Section 2.06(e)(i).
“Unrestricted Subsidiary” means any Subsidiary of the Borrower designated as such in accordance with the terms of Section 6.09 of this Agreement.
“Unused Commitment Fee Rate” means, for any day and for any Commitment, a rate per annum equal to thirty percent (30%) of the Applicable Margin with respect to SOFR Loans made (or to be made) under such Commitment for such day.
“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.
“U.S. Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.
“U.S. Tax Compliance Certificate” has the meaning assigned to such term in Section 2.17(f)(ii)(B)(3).
“VAT” means:
(a)    any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112), as amended; and
(b)    any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.
“Voting Stock” of any Person means Capital Stock of such Person which ordinarily has voting power for the election of directors (or persons performing similar functions) of such Person, whether at all times or only so long as no senior class of securities has such voting power by reason of any contingency.
“Weighted Average Life-to-Maturity” means, when applied to any Debt or Preferred Stock at any date, the number of years obtained by dividing (a) the then outstanding principal amount of such Debt or liquidation preference of such Preferred Stock, as the case may be, into (b) the total of the product obtained by multiplying (x) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal or upon mandatory redemption, including payment at final maturity, in respect thereof, by (y) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment.
“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.
“Withholding Agent” means any Obligor and the Administrative Agent.
47

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.
Section 1.02     Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan” or a “Swingline Loan”) or by Type (e.g., a “SOFR Loan” or an “ABR Loan”) or by Class and Type (e.g., a “SOFR Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “SOFR Borrowing”) or by Class and Type (e.g., a “SOFR Revolving Borrowing”).
Section 1.03     Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights, (f) the word “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organization and (g) any reference to any law or regulation herein shall, unless specified, refer to such law or regulation as amended, modified or supplemented from time to time.
Section 1.04 Accounting Terms; IFRS. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, IFRS as in effect from time to time, to the extent applicable to the relevant terms, data, ratios and calculations. If there is a change to IFRS that might result in any material alteration in the commercial effect of any of the terms of this Agreement (a “Material IFRS Change”), the Loan Parties shall notify the Administrative Agent and, if the Administrative Agent so requests, deliver to the Administrative Agent sufficient information, in form and substance as may be reasonably required by the Administrative Agent, to enable the Lenders to determine whether the Financial Covenant (if applicable) has been complied with notwithstanding such Material IFRS Change. If the Loan Parties notify the Administrative Agent of a Material IFRS Change in accordance with this paragraph, then the Loan Parties and the Administrative Agent shall enter into negotiations in good faith with a view to agreeing any amendments to this Agreement which may be necessary to ensure that the Material IFRS Change does not result in any material alteration in the commercial effect of the terms of this Agreement, and if any amendments are agreed they shall take effect and be binding on the Loan Parties and the Credit Parties in accordance with their terms.
48

Section 1.05     Rounding. Any financial ratios required to be satisfied in order for a specific action to be permitted under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to the same number of decimal places by which such ratio is expressed herein (the “applicable decimal place”) and rounding the result up or down to the applicable decimal place.
Section 1.06     Time of Day. Unless otherwise specified, all references herein to times of day shall be references to New York City time (daylight or standard, as applicable).
Section 1.07     Currency Equivalents. Except as otherwise specified herein, all references herein or in any other Loan Document to a Dollar amount shall mean such amount in Dollars or, if the context so requires, any monetary amount in a currency other than Dollars, at any time of determination thereof, the amount of Dollars obtained by translating such other currency involved in such computation into Dollars at the spot rate for the purchase of Dollars with the applicable other currency as published in the Financial Times on the date that is two (2) Business Days prior to such determination.
Section 1.08    [Reserved].
Section 1.09     Cashless Roll. Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue or rollover all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Obligors, the Administrative Agent and such Lender, and any such exchange, continuation or rollover shall be deemed to comply with any requirement hereunder or under any other Loan Document that any payment be made “in Dollars”, “in immediately available funds”, “in cash” or any other similar requirements.
Section 1.10     Luxembourg Terms. In the Loan Documents, a reference to (a) a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrator receiver, administrator or similar officer includes (i) any juge-commissaire or insolvency receiver (curateur) appointed under the Luxembourg Commercial Code, (ii) any liquidateur appointed under Articles 1100-1 to 1100-15 (inclusive) of the Luxembourg Companies Act, (iii) any juge-commissaire or liquidateur appointed under Article 1200-1 of the Luxembourg Companies Act and (iv) conciliateur d’entreprise, mandataire de justice, juge délégué or administrateur provisoire appointed under the Luxembourg act dated 7 August 2023 on business continuity and the modernization of bankruptcy; (b) a winding-up, administration or dissolution includes, without limitation, bankruptcy (faillite), liquidation, administrative dissolution without liquidation (dissolution administrative sans liquidation); (c) a reorganization includes, without limitation, judicial reorganization (réorganisation judiciaire); and (d) a Person being unable to pay its debts includes that Person being in a state of cessation of payments (cessation de paiements).
49

Section 1.11     Agent Disclaimer. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to Alternate Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, Alternate Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of Alternate Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Obligors. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain Alternate Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to any Obligor, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.
ARTICLE II
THE CREDITS
Section 2.01    Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans in Dollars to any Obligor from time to time on any Business Day from its applicable Lending Office during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Credit Exposure exceeding such Lender’s Commitment or (ii) the sum of the total Credit Exposures exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Obligors may borrow, prepay and re-borrow Revolving Loans.
Section 2.02    Loans and Borrowings.
(a)    Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.
(b) Subject to Section 2.14, each Borrowing shall be comprised entirely of ABR Loans or SOFR Loans (in each case, denominated in Dollars), as the Obligors may request in accordance herewith. Each Swingline Loan shall be an ABR Loan unless otherwise agreed in accordance with Section 2.13(a). Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that (i) the making of such Loan by any domestic or foreign branch or Affiliate of such Lender shall not increase the payments due from the Obligors under Section 2.15 or 2.17 (unless approved by the Borrower); and (ii) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.
50

(c)    At the commencement of each Interest Period for any SOFR Borrowing, such Borrowing shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 or, if less, an amount that is equal to the entire unused balance of the total Commitments. At the time that each ABR Borrowing is made, such Borrowing shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Each Swingline Loan shall be in an amount that is an integral multiple of $100,000 and not less than $100,000. Borrowings of more than one Type and Class may be outstanding at the same time; provided that, at no time shall there be more than 15 Loans outstanding.
(d)    Notwithstanding any other provision of this Agreement, the Obligors shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
Section 2.03    Requests for Borrowings. To request a Borrowing, an Authorized Officer of the applicable Obligor shall notify the Administrative Agent of such request by electronic mail or telephone (if promptly confirmed by written notice consistent with such telephonic notice) (a) in the case of a SOFR Borrowing, not later than 1:00 p.m, New York City time, three (3) Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 9:00 a.m., New York City time, on the date of the proposed Borrowing; provided that any notice of a Swingline Borrowing shall be made in accordance with Section 2.05(b). Each such telephonic or electronically mailed notification shall be irrevocable and shall be confirmed promptly by hand delivery, electronic mail or telecopy to the Administrative Agent of a written Borrowing Request in substantially the form of Exhibit D or such other form approved by the Administrative Agent (each, a “Borrowing Request”) and signed by the applicable Obligor. Each such telephonic or electronically mailed notification and written Borrowing Request shall specify the following information in compliance with Section 2.02:
(i)    the aggregate amount of the requested Borrowing;
(ii)    the date of such Borrowing, which shall be a Business Day;
(iii)    whether such Borrowing is to be an ABR Borrowing or a SOFR Borrowing;
(iv)    in the case of a SOFR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and
(v)    the location and number of the applicable Obligor’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07.
If no election as to the Type of a Borrowing is specified in the applicable Borrowing Request, then (x) if such Borrowing Request was delivered not later than 1:00 p.m, New York City time, three (3) Business Days before the date of the proposed Borrowing, the requested Borrowing shall be a SOFR Borrowing with an Interest Period of one month’s duration, or (y) if such Borrowing Request was delivered after such time, the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Borrowing, the Borrower shall be deemed to have selected an Interest Period of one month’s duration.
51

Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.
Section 2.04    Incremental Facilities.
(a)    On one or more occasions at any time after the Closing Date, the Obligors may by written notice to the Administrative Agent elect to request an increase to the existing Commitments (any such increase, the “Incremental Commitments” and the loans made thereunder, the “Incremental Loans”) in an aggregate amount not to exceed $300,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Obligors propose that such Incremental Commitments shall be effective, which shall be a date not less than ten (10) Business Days (or such shorter period as may be agreed by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent. Incremental Commitments may be provided by any existing Lender (it being understood that no existing Lender shall have an obligation to make, or provide commitments with respect to, an Incremental Loan) or by any other Person (each, an “Incremental Lender”); provided that any such Incremental Lender to whom any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Borrower, the Administrative Agent, the Issuing Banks and the Swingline Lender unless such Incremental Lender is an existing Lender (each of which approvals shall not be unreasonably withheld, conditioned or delayed). The terms and provisions of any Incremental Commitments shall be identical to the existing Commitments.
(b)    The effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of the following conditions precedent:
(i)    immediately prior to and after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereof, no Default or Event of Default shall exist;
(ii)    the representations and warranties made or deemed made by the Obligors in Article III hereof shall be true and correct in all material respects on the Increased Amount Date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents;
(iii)    the Administrative Agent shall have received one or more Additional Credit Extension Amendments, providing for Incremental Commitments in the amount of such increase; and
(iv)    the Administrative Agent shall have received an opinion of counsel to the Loan Parties (in substantially the same form as delivered on the Closing Date which may at the option of the Borrower be delivered by internal counsel of the Loan Parties), and addressed to the Administrative Agent and the Lenders.
52

(c) On each Increased Amount Date, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders shall assign to each of the Incremental Lenders, and each of the Incremental Lenders shall purchase from each of the existing Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Lenders and Incremental Lenders ratably in accordance with their Commitments after giving effect to the addition of such Incremental Commitments to the Commitments, (b) each Incremental Commitment shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan and (c) each Incremental Lender shall become a Lender with respect to its Incremental Commitment and all matters relating thereto.
(d)    The Administrative Agent shall notify the Lenders promptly upon receipt of notice of each Increased Amount Date and in respect thereof (y) the Incremental Commitments and the Incremental Lenders, and (z) in the case of each notice to any existing Lender, the respective interests in such Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section.
(e)    Any upfront fees payable to the Incremental Lenders shall be determined by the Borrower and the applicable Lenders.
(f)    The Incremental Commitments shall be effected pursuant to one or more Additional Credit Extension Amendments executed and delivered by the Obligors, the Incremental Lender and the Administrative Agent, and each of which shall be recorded in the Register. Each Additional Credit Extension Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.04.
(g)    Upon each increase in the Commitments pursuant to this Section,
(i)    each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Incremental Lender, and each such Incremental Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (1) participations hereunder in Letters of Credit and (2) participations hereunder in Swingline Loans held by each Lender will equal the percentage of the aggregate Commitments of all Lenders represented by such Lender’s Commitments; and
(ii)    if, on the date of such increase, there are Revolving Loans then outstanding, the Borrower shall prepay such Revolving Loans (and pay any additional amounts required pursuant to Section 2.15 in connection therewith) with the proceeds of Revolving Loans from the Incremental Lender(s) to the extent necessary in order that, after giving effect to such prepayments and borrowings, all Revolving Loans will be held ratably by the Lenders (including the Incremental Lender(s)) in accordance with their respective Commitments after giving effect to the applicable Incremental Commitment(s).
The Administrative Agent, the Issuing Banks and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to this Section 2.04(g).
(h)    Any upfront fees payable to the Incremental Lenders shall be determined by the Borrower and the applicable Lenders.
53

Section 2.05    Swingline Loans.
(a)    Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance on the agreements of the Lenders set forth herein, agrees to make Swingline Loans to any Obligor from time to time on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000, (ii) the Credit Exposure of any Lender exceeding its Commitment or (iii) the sum of the total Credit Exposures exceeding the total Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, each Obligor may borrow, prepay and re-borrow Swingline Loans.
(b)    To request a Swingline Loan, an Authorized Officer of the Obligor shall notify the Administrative Agent of such request by telephone (confirmed by electronic mail or telecopy) or electronic mail, not later than 1:00 p.m. New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from such Obligor. The Swingline Lender shall make each Swingline Loan available to such Obligor by means of a credit to the general deposit account of such Obligor with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.
(c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely, unconditionally and irrevocably agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire and fund participations in Swingline Loans pursuant to this paragraph is absolute, unconditional and irrevocable shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or a reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Revolving Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Obligors of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from any Obligor (or other party on behalf of any Obligor) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to such Obligor for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve any Obligor of any default in the payment thereof.
54

(d)    Any Swingline Lender may resign at any time by giving thirty (30) days’ prior notice to the Administrative Agent, the Lenders and the Borrower. After the resignation of a Swingline Lender hereunder, the retiring Swingline Lender shall remain a party hereto and shall continue to have all the rights and obligations of a Swingline Lender under this Agreement and the other Loan Documents with respect to Swingline Loans made by it prior to such resignation, but shall not be required to make any additional Swingline Loans.
Section 2.06    Letters of Credit.
(a)    General. Subject to the terms and conditions set forth herein, an Obligor may request the issuance of Letters of Credit (or the amendment or extension of an outstanding Letter of Credit), denominated and payable in Dollars, as the applicant thereof for the support of its or any Restricted Subsidiary’s obligations, by delivery of a written Letter of Credit Request to the Administrative Agent and the applicable Issuing Bank, at any time and from time to time during the Availability Period at least three (3) Business Days before the requested date of issuance, amendment or extension (or such shorter period as the applicable Issuing Bank and the Administrative Agent may agree), (i) requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended or extended and (ii) specifying (A) the date of issuance, amendment or extension (which shall be a Business Day), (B) the date on which such Letter of Credit is to expire (which shall comply with this Section 2.06), (C) the amount of such Letter of Credit, (D) the name and address of the beneficiary thereof and (E) such other information as shall be necessary to prepare, amend or extend such Letter of Credit. If requested by the applicable Issuing Bank, such Obligor also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any such form of letter of credit application or other agreement submitted by an Obligor to, or entered into by an Obligor with, the applicable Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.
(b)    Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the amount of such Letter of Credit available to be drawn at such time; provided that with respect to any Letter of Credit that, by its terms or the terms of any Letter of Credit related thereto, provides for one or more automatic increases in the available amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum amount is available to be drawn at such time.
(c)    Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal, reinstatement of amounts paid, or extension of an outstanding Letter of Credit), an Obligor shall hand deliver or telecopy (or transmit by electronic mail, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension, but in any event no less than three (3) Business Days or such shorter period as may be agreed by the Administrative Agent and the Issuing Bank) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed, reinstated or extended, and specifying the date of issuance, amendment, renewal, reinstatement or extension (which
55

shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, reinstate, renew or extend such Letter of Credit. If requested by the applicable Issuing Bank, such Obligor also shall submit a letter of credit application on the applicable Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such Obligor shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed $100,000,000, (ii) the Credit Exposure of any Lender shall not exceed its Commitment (except as set forth in sub-section (v) below with respect to the applicable Issuing Bank), (iii) the sum of the total Credit Exposures shall not exceed the total Commitments, (iv) the aggregate LC Exposure of any Issuing Bank shall not, without the consent of such Issuing Bank (acting in its sole discretion), exceed its LC Commitment; and (v) each Issuing Bank’s LC Exposure plus any other extensions of credit under the Facility by such Issuing Bank shall not, without the consent of such Issuing Bank (acting in its sole discretion), exceed the Commitment then held by such Issuing Bank. No Issuing Bank shall be under any obligation to issue any Letter of Credit if (1) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any law applicable to such Issuing Bank or any directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or direct that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such Issuing Bank is not otherwise compensated hereunder) and which such Issuing Bank in good faith deems material to it, (2) any Lender is at that time a Defaulting Lender, if after giving effect to Section 2.20(a)(iii)(a), any Defaulting Lender’s LC Exposure remains outstanding, unless such Issuing Bank has entered into arrangements, including the delivery of cash collateral, reasonably satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s Defaulting Lender’s LC Exposure arising from either the Letter of Credit then proposed to be issued or such Letter of Credit and all other LC Exposure as to which such Issuing Bank has Defaulting Lender LC Exposure or (3) the issuance of such Letter of Credit would violate any policies of such Issuing Bank applicable to letters of credit in general.
An Issuing Bank shall be under no obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.
(d) Applicability of ISP and UCP. Unless otherwise expressly agreed by the applicable Issuing Bank and the Borrower (i) when a standby Letter of Credit is issued, the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) (the “ISP”) shall apply to such standby Letter of Credit and (ii) when a commercial or “trade” Letter of Credit is issued, the rules of the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the time of issuance) (the “UCP”) shall apply to such commercial or “trade” Letter of Credit. Notwithstanding the foregoing, no Issuing Bank shall be responsible to the Borrower for, and such Issuing Bank’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of such Issuing Bank required or permitted under any Law, order or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Laws or any order of a jurisdiction where such Issuing Bank or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the International Chamber of Commerce Banking Commission, the Bankers Association for Finance and Trade (BAFT), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such laws or practice rules.
56

(e)    Expiration Date. Each Letter of Credit shall expire (or be subject to termination by notice from the applicable Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension, which renewals or extensions, subject to clause (ii) hereof, may be automatic pursuant to the terms of such Letter of Credit so long as the applicable Issuing Bank shall have the right to prevent such renewal or extension at least once in each twelve month period) and (ii) the date that is five Business Days prior to the Maturity Date. Notwithstanding the foregoing, a Letter of Credit may have an expiration date that is not more than twelve (12) months after the Maturity Date so long as (1)(x) the applicable Obligor shall provide cash collateral to the Administrative Agent pursuant to and in accordance with Section 2.06(j) on or prior to forty-five (45) days before the Maturity Date in an amount equal to 102% of the LC Exposure with respect to all such Letters of Credit with expiry dates after the Maturity Date, or (y) absent such cash collateral referred to in sub-section (1)(x) above, such Letter of Credit is fully approved by the applicable Issuing Bank and all other Lenders; provided that, if the Lenders approve the issuance of such Letter of Credit without cash collateral as required under sub-section (1)(x) above, such cash collateral shall be required at the Maturity Date if such Letters of Credit remain outstanding at such date; (2) the obligations of the applicable Obligor under this Section 2.06 in respect of such Letters of Credit shall survive the Maturity Date and shall remain in effect until no such Letters of Credit remain outstanding and (3) each Lender shall remain obligated hereunder, to the extent any such cash collateral, the application thereof or reimbursement in respect thereof is required to be returned to the applicable Obligor by the Administrative Agent after the Maturity Date until no such Letters of Credit remain outstanding.
(f)    Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount or extending the expiration date thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, such Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the applicable Obligor on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the applicable Obligor for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute, unconditional and irrevocable and shall not be affected by any circumstance whatsoever, including any amendment, renewal, reinstatement or extension of any Letter of Credit or the occurrence and continuance of a Default or Event of Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit at each time such Lender’s Commitment is amended pursuant to the operation of Section 2.22, as a result of an assignment in accordance with Section 10.04 or otherwise pursuant to this Agreement.
57

(g)    Reimbursement.
(i)    If any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the applicable Obligor shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on (i) the Business Day that the Obligor receives notice of such LC Disbursement, if such notice is received prior to 10:00 a.m., New York City time or (ii) the Business Day immediately following the day that such Obligor receives such notice, if such notice is not received prior to such time (the date so applicable, the “Honor Date”); provided that, if such Obligor fails to so reimburse such LC Disbursement by the Honor Date, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed LC Disbursement (the “Unreimbursed Amount”) and the amount of such Lender’s Applicable Percentage thereof. In such event, such Obligor shall be deemed to have requested an ABR Borrowing to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard for the minimum and multiples specified in Section 2.02(c) but subject to the amount of the unutilized Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Borrowing Request). Any notice given pursuant to the proviso of this Section 2.06(e)(i) may be given by telephone if immediately confirmed in writing (but the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice).
(ii)    Promptly following receipt of the notice set forth in the proviso of Section 2.06(e)(i) (and in any event, (i) if the notice is received prior to 11:00 a.m., not later than 2:00 p.m. on the Business Day such notice is received or (ii) if the notice is received after 11:00 a.m., on the immediately following Business Day), each Lender shall pay to the Administrative Agent its Applicable Percentage of the Unreimbursed Amount, in Dollars, in the same manner as provided in Section 2.07 with respect to Revolving Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders, whereupon, subject to the provisions of section 2.06(e)(iii), each Lender that so makes funds available shall be deemed to have made an ABR Revolving Loan under the Commitments to such Obligor in such amount.
(iii)    With respect to any Unreimbursed Amount that is not fully refinanced by an ABR Loan because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, then, promptly following receipt of the notice set forth in the proviso of Section 2.06(e)(i), each Lender shall pay to the Administrative Agent, for the account of the respective Issuing Bank, its Applicable Percentage of the Unreimbursed Amount, in Dollars, in the same manner as provided in Section 2.07 with respect to Revolving Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the applicable Obligor pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the applicable Issuing Bank, then to such Lenders and the applicable Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the applicable Issuing Bank for any LC Disbursement shall not constitute a Loan and shall not relieve any Obligor of its obligation to reimburse such LC Disbursement.
58

(h)    Obligations Absolute. Each Obligor’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the applicable Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, such Obligor’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the applicable Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit by the respective Issuing Bank or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms, any error in translation or any consequence arising from causes beyond the control of the applicable Issuing Bank; provided that the foregoing shall not be construed to excuse the applicable Issuing Bank from liability to any Obligor to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by such Obligor to the extent permitted by applicable Law) suffered by such Obligor that are caused by the applicable Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the applicable Issuing Bank (as finally determined by a court of competent jurisdiction), the applicable Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, (i) with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the applicable Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit, (ii) an Issuing Bank may replace a purportedly lost, stolen, or destroyed original Letter of Credit or missing amendment thereto with a replacement marked as such or waive a requirement for its presentation, (iii) this sentence shall establish the standard of care to be exercised by an Issuing Bank when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof (and the parties hereto hereby waive, to the extent permitted by applicable Law, any standard of care inconsistent with the foregoing).
Without limiting the foregoing, none of the Administrative Agent, the Lenders, any Issuing Bank, or any of their Related Parties shall have any liability or responsibility by reason of (i) any presentation that includes forged or fraudulent documents or that is otherwise affected by the fraudulent, bad faith, or illegal conduct of the beneficiary or other Person, (ii) an Issuing Bank declining to take-up documents and make payment (A) against documents that are fraudulent, forged, or for other reasons by which that it is entitled not to honor or (B) following a Borrower’s waiver of discrepancies with respect to such documents or request for honor of such documents or (iii) an Issuing Bank retaining proceeds of a Letter of Credit based on an apparently applicable attachment order, blocking regulation, or third-party claim notified to such Issuing Bank.
59

An Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and such Issuing Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article VIII with respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article VIII included such Issuing Bank with respect to such acts or omissions, and (B) as additionally provided herein with respect to the such Issuing Bank.
(i)    Disbursement Procedures. The applicable Issuing Bank shall, within the time allowed by applicable Laws or the specific terms of the Letter of Credit, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the applicable Obligor in writing or by telephone (confirmed by electronic mail or telecopy) or electronic mail of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the applicable Obligor of its obligation to reimburse the applicable Issuing Bank and the Lenders with respect to any such LC Disbursement.
(j)    Interim Interest. If any Issuing Bank shall make any LC Disbursement, then, unless the applicable Obligor shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that such Obligor reimburses such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided that, if such Obligor fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section to reimburse the applicable Issuing Bank shall be for the account of such Lender to the extent of such payment.
(k)    Replacement of the Issuing Bank. Any Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of any Issuing Bank. At the time any such replacement shall become effective, the Obligors shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b)(ii). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.
60

(l) Resignation of an Issuing Bank. Notwithstanding anything to the contrary contained herein, any Issuing Bank may, upon thirty (30) days’ written notice to the Borrower and Lenders, resign as an Issuing Bank; provided that, unless such Issuing Bank shall have ceased to be a Lender, on or prior to the expiration of such 30-day period with respect to such resignation, such Issuing Bank shall have identified a successor Issuing Bank acceptable to the Borrower (which acceptance shall not be unreasonably withheld, conditioned or delayed) willing (in its sole discretion) to accept its appointment as successor Issuing Bank (it being understood that the Borrower and such successor Issuing Bank shall agree upon such Issuing Bank´s LC Commitment, which amount shall not be less than that held by the resigning Issuing Bank, unless otherwise agreed to by the Borrower and such successor Issuing Bank). In the event of any such resignation of an Issuing Bank, the Borrower shall be entitled to appoint from among the Lenders willing (in its sole discretion) to accept such appointment, a successor Issuing Bank hereunder; provided that no failure by the Borrower to appoint any such successor shall affect the resignation of the relevant Issuing Bank, as the case may be; provided, further, that, for the avoidance of doubt, in the event that the Issuing Bank resigns as Issuing Bank and, as of the effective date of such resignation, no successor Issuing Bank is appointed in accordance with this Section, the Borrower’s appointment of a successor Issuing Bank thereafter shall not constitute the increase of a Commitment or the incurrence of an Incremental Loan. If an Issuing Bank resigns as an Issuing Bank, it shall retain all the rights and obligations of an Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an Issuing Bank and all Obligations (solely with respect to such Issuing Bank’s Commitment) with respect thereto (including the right to require the Lenders to make ABR Loans in the amount of the applicable LC Disbursements pursuant to Section 2.04(f), or fund risk participations made by such Issuing Bank and not reimbursed).
(m)    Cash Collateralization. If (A) any Event of Default shall occur and be continuing or following an acceleration of the Loans, on the Business Day that any Obligor receives notice from the Administrative Agent or the Required Lenders (or, following an acceleration of the Loans, Lenders with LC Exposure representing greater than 50% of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, or (B) required by Section 2.06(c), such Obligor shall deposit in an account established and maintained on the books and records of the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash equal to 102% of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Obligors described in Section 7.01(h) or (i). Such deposit shall be held by the Administrative Agent for the satisfaction of the LC Exposure and as collateral for the payment and performance of the Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Obligors’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the applicable Issuing Bank for LC Disbursements for which it has not been reimbursed, together with related fees, costs, and customary processing charges, and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Obligors for the LC Exposure at such time or, following an acceleration of the Loans (but subject to the consent of Lenders with LC Exposure representing greater than 50% of the total LC Exposure), be applied to satisfy other Obligations. If an Obligor is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to such Obligor within three Business Days after all Events of Default have been cured or waived.
(n)    Letters of Credit Issued for account of Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the applicable Issuing Bank hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.
61

Section 2.07    Funding of Borrowings.
(a)    Each Lender shall make each Loan to be made by it hereunder from its applicable Lending Office on the proposed date thereof by wire transfer of immediately available funds, in Dollars, by 12:00 noon (or, in the case of an ABR Loan requested for that same day, 2:00 p.m.), New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided that Swingline Loans shall be made as provided in Section 2.05. The Administrative Agent will make such Loans available to the Obligors by crediting the amounts so received, in like funds, by wire transfer by 4:00 p.m. New York City time, to an account of the applicable Obligor designated by the applicable Obligor in the applicable Borrowing Request; provided that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to the applicable Issuing Bank.
(b)    Each Lender may make any Loan through any Lending Office; provided that (i) the making of such Loan through such Lending Office shall not increase the amounts payable by the Obligors under Section 2.15 or 2.17 (unless approved by the Borrower) and (ii) the exercise of this option shall not affect the obligation of such Obligor to repay the Loan in accordance with the terms of this Agreement.
(c)    Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the applicable Obligor a corresponding principal amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent within five (5) Business Days from the date on which the Administrative Agent made available to the applicable Obligor the corresponding principal amount, then the applicable Lender and the applicable Obligor severally agree to pay to the Administrative Agent forthwith on demand such corresponding principal amount with interest thereon, for each day from and including the date such amount is made available to the applicable Obligor to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of a payment to be made by such Obligor, (x) Term SOFR applicable to the relevant Borrowing in case such Borrowing is a SOFR Borrowing, or (y) the interest rate applicable to ABR Loans in case such Borrowing is an ABR Borrowing; provided, that the obligation of the Obligors to pay interest on the corresponding principal amount shall only apply to the extent that the Administrative Agent has not received the payment of interest thereon from the relevant Lender following demand. If both the Borrower and such Lender shall pay interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of interest paid by the Borrower for such period. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing. Any payment by an Obligor hereunder shall be without prejudice to any claim such Obligor may have against a Lender hereunder for failure to fund or thereafter make such payment to the Administrative Agent.
Section 2.08    Interest Elections.
62

(a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a SOFR Borrowing, shall have an initial Interest Period as specified in such Borrowing Request (or as otherwise provided in Section 2.03). Thereafter, an Obligor may elect to convert such Borrowing to a different Type or to continue such Borrowing as a Borrowing of the same Type and, in the case of a SOFR Borrowing, may elect Interest Periods therefor, all as provided in this Section. An Obligor may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings, which may not be converted or continued.
(b)    To make an election pursuant to this Section, an Authorized Officer of the applicable Obligor shall notify the Administrative Agent of such request by telephone or electronic mail (i) in the case of a conversion from or continuation of a SOFR Borrowing, not later than 1:00 p.m., New York City time, at least three (3) Business Days before the date of the proposed Borrowing, and (ii) in the case of a conversion to an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic or electronically mailed Interest Election Request shall be irrevocable and, in the case of a telephonic Interest Election Request, shall be confirmed promptly by hand delivery, electronic mail or telecopy to the Administrative Agent of a written Interest Election Request signed by such Obligor.
(c)    Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:
(i)    the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii)    the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;
(iii)    whether the resulting Borrowing is to be an ABR Borrowing or a SOFR Borrowing; and
(iv)    if the resulting Borrowing is a SOFR Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.
If any such Interest Election Request requests a SOFR Borrowing but does not specify an Interest Period, then the applicable Obligor shall be deemed to have selected an Interest Period of one month’s duration.
(d)    Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
(e)    If an Obligor fails to deliver a timely Interest Election Request with respect to a SOFR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the
63

applicable Obligor (provided that no such notice shall be required following an Event of Default under Section 7.01(h) or (i)), then, so long as an Event of Default is continuing (i) no outstanding Borrowing under such Facility may be converted to or continued as a SOFR Borrowing and (ii) unless repaid, each SOFR Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.
Section 2.09    Termination and Reduction of Commitments.
(a)    Unless previously terminated, the Commitments shall terminate on the Maturity Date.
(b)    The Borrower may at any time terminate, or from time to time reduce, the Commitments; provided that the Obligors shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the sum of the Credit Exposures would exceed the total Commitments.
(c)    The Obligors shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by an Obligor pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Obligors may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Obligors (by notice to the Administrative Agent on or prior to the specified closing date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments (except for a termination of the Commitment of (x) a Defaulting Lender or (y) a Lender that is unable to make or maintain SOFR Loans, in each case, in accordance with Section 2.19).
Section 2.10    Repayment of Loans; Evidence of Debt.
(a)    Each Obligor hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender, the then unpaid principal amount of each Revolving Loan on the Maturity Date, and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Maturity Date and the fifth (5th) Business Day after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, the Obligors shall repay all Swingline Loans then outstanding. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Obligors to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.
(b)    The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Obligors to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.
(c)    The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence absent manifest error of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to
64

maintain such accounts or any error therein shall not in any manner affect the obligation of the Obligors to repay the Loans in accordance with the terms of this Agreement.
Section 2.11    Prepayment of Loans; Evidence of Debt.
(a)    Each Obligor shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (except as provided in Section 2.16), subject to prior notice in accordance with paragraph (b) of this Section.
(b)    An Authorized Officer of the applicable Obligor shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) or electronic mail of any prepayment hereunder (i) in the case of prepayment of a SOFR Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type and Class as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the applicable Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13.
(c)    Any Lender may request through the Administrative Agent that Loans of any Class made by it be evidenced by a promissory note. In such event, the Borrower shall execute and deliver to such Lender a Note, payable to such Lender or its registered assigns.
Section 2.12    Fees.
(a)    From the Closing Date until the last day of the Availability Period, the Obligors agree to pay to the Administrative Agent, for the account of each Lender, an unused commitment fee for the period from and including the Closing Date to the last day of the Availability Period, computed at the Unused Commitment Fee Rate on the average daily amount of the Available Commitment of such Lender during the period for which payment is made, payable quarterly in arrears on each the last Business Day of each of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the Closing Date; provided that any unused commitment fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Obligors so long as such Lender shall be a Defaulting Lender except to the extent that such unused commitment fee shall otherwise have been due and payable by the Obligors prior to such time; and provided, further, that no unused commitment fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. All unused commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
65

(b)    The Obligors agree to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to SOFR Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank a fronting fee at the rate of 0.125% on the average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as each Issuing Bank’s standard fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including each Interest Payment Date shall be payable on the third (3rd) Business Day following such last day, commencing on the first such date to occur after the Closing Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to each Issuing Bank pursuant to this paragraph shall be payable within sixty (60) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).
(c)    The Obligors agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times specified in the Administrative Agent Fee Letter or as otherwise separately agreed upon between the Borrower and the Administrative Agent.
(d)    All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to each Issuing Bank, in the case of fees payable to it) for distribution, in the case of unused commitment fees and participation fees, to the applicable Lenders. Fees paid shall not be refundable under any circumstances; provided that, excess unused commitment fee payments by any Obligor may be credited against accrued unused commitment fees payable by such Obligor, but only to the extent and on the terms and subject to the conditions expressly provided for in the definitions of “Applicable Margin” and “ESG-Based Pricing Ratchet”.
Section 2.13    Interest.
(a)    The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin. Swingline Loans shall bear interest at the Alternate Base Rate plus the Applicable Margin.
(b)    The Loans comprising each SOFR Borrowing shall bear interest at Adjusted Term SOFR for the Interest Period in effect for such Borrowing plus the Applicable Margin.
(c) Notwithstanding the foregoing, if an Event of Default under Section 7.01(a) or (b) has occurred and is continuing, all overdue Obligations (which shall include all Obligations following an acceleration of the Loans pursuant to Section 7.01, including an automatic acceleration) shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, two percent (2.0%) plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount (including interest), two percent (2.0%) plus the rate otherwise applicable to ABR Revolving Loans as provided in paragraph (a) of this Section; provided that no interest pursuant to this paragraph (c) shall accrue or be payable to a Defaulting Lender so long as such Lender shall be a Defaulting Lender.
66

(d)    Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and, in the case of Revolving Loans, upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any SOFR Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.
(e)    All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate and Adjusted Term SOFR shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.
(f)    In connection with the use or administration of Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document (except for consultation with the Obligors as provided in the definition of “Conforming Changes”). The Administrative Agent will promptly notify the Loan Parties and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.
Section 2.14    Alternate Rate of Interest. Subject to Section 2.23 hereof, if prior to the commencement of any Interest Period for a SOFR Loan:
(a)    the Administrative Agent determines (which determination shall be conclusive absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof; or
(b)    the Administrative Agent is advised by the Required Lenders that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Adjusted Term SOFR for any such Interest Period with respect to any existing or proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent;
then, in each case, the Administrative Agent shall give prompt notice thereof to the Loan Parties and each Lender.
Upon notice thereof by the Administrative Agent to the Loan Parties, any obligation of the Lenders to make SOFR Loans, and any right of an Obligor to continue SOFR Loans or to convert ABR Loans to SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Required Lenders) revokes such notice.
67

Upon receipt of such notice, (A) any Obligor may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Obligors will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans in the amount specified therein and (B) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such conversion, the Obligors shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 2.16. Subject to Section 2.23, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Adjusted Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on ABR Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determination.
Section 2.15    Increased Costs. (a) If any Change in Law shall:
(i)    impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge, liquidity or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any Issuing Bank;
(ii)    impose on any Lender or any Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or
(iii)    subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;
and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any SOFR Loan (or of maintaining its obligation to make any such Loan), such Issuing Bank or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then upon request of such Lender, Issuing Bank, or other Recipient, the applicable Obligor will pay to such Lender, such Issuing Bank or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, such Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered; provided, that no Obligor shall be obligated to pay any such compensation unless the Lender or other Recipient requesting such compensation is also requesting compensation as a result of such Change in Law from other similarly situated customers under agreements relating to similar credit transactions that include provisions similar to this Section 2.15(a).
(b) If any Lender or any Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or any Lending Office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the applicable Obligor will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank for any such reduction suffered; provided, that no Obligor shall be obligated to pay any such compensation unless the Lender or other Recipient requesting such compensation is also requesting compensation as a result of such Change in Law from other similarly situated customers under agreements relating to similar credit transactions that include provisions similar to this Section 2.15(b).
68

(c)    A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the applicable Obligor and shall be conclusive absent manifest error. Such Obligor shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within sixty (60) days after receipt thereof.
(d)    Failure or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to the provisions of Sections 2.15, or 2.17 shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that no Obligor shall be required to compensate a Lender or an Issuing Bank pursuant to the provisions of Sections 2.15 or 2.17 for any increased costs incurred or reductions suffered more than 270 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies such Obligor of the event giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor; provided further that, if the event giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.
Section 2.16 Break Funding Payments. In the event of (a) the prepayment of any principal of any SOFR Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any SOFR Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any SOFR Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(b) and is revoked in accordance therewith), or (d) the assignment of any SOFR Loan other than on the last day of the Interest Period applicable thereto as a result of a request by an Obligor pursuant to Section 2.19, then, in any such event, such Obligor shall compensate each Lender for the loss, cost and expense attributable to such event (excluding loss of profits). In the case of a SOFR Loan, such loss, cost or expense to any Lender shall be deemed to be the amount determined by such Lender to be the excess, if any, by which (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at Term SOFR, as applicable, that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), exceeds (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits of a comparable amount and period from other banks in the relevant market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the applicable Obligor and shall be conclusive absent manifest error. The applicable Obligor shall pay such Lender the amount shown as due on any such certificate within sixty (60) days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that no Obligor shall be required to compensate a Lender pursuant to this Section for any amount incurred more than sixty (60) days prior to the date that such Lender notifies such Obligor of such Lender’s claim for compensation therefor.
69

Section 2.17    Payments Free of Taxes.
(a)    Any and all payments by or on account of any obligation of any Obligor under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Law. If any applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Obligor shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.
(b)    Payment of Other Taxes by the Obligors. The Obligors shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes.
(c)    Evidence of Payments. Within thirty (30) days after the date of any payment of Taxes by any Obligor to a Governmental Authority pursuant to this Section 2.17 (or, if receipts or evidence are not available within 30 days, as soon as practicable thereafter), such Obligor shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.
(d)    Indemnification. The applicable Obligor shall indemnify each Recipient, within sixty (60) days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17) payable or paid by such Recipient and any documented and reasonable expenses arising therefrom or with respect thereto, or required to be withheld or deducted from a payment to such Recipient, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Any Recipient claiming indemnity pursuant to this Section 2.17(d) shall notify the Obligors of the imposition of the relevant Indemnified Taxes as soon as reasonably practicable after the Recipient becomes aware of such imposition. The Obligors shall not be required to compensate any Recipient pursuant to this Section 2.17(d) for any interest, additions to tax or penalties that accrue more than 270 days prior to the date that such Recipient notifies such Obligor of the imposition of the relevant Indemnified Taxes. A certificate as to the amount of such payment or liability delivered to the applicable Obligor by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
(e) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within sixty (60) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Obligor has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Obligors to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.04(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any documented and reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e).
70

(f)    Status of Lenders. (i) Any Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Obligors and the Administrative Agent, at the time or times reasonably requested by the Obligors or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Obligors or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient, if reasonably requested by the Obligors or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Obligors or the Administrative Agent as will enable the Obligors or the Administrative Agent to determine whether or not such Recipient is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient.
(ii)    Without limiting the generality of the foregoing, in the event that any Obligor is a U.S. Person:
(A)    any Recipient that is a U.S. Person shall deliver to such Obligor and the Administrative Agent on or prior to the date on which such Recipient becomes a party to this Agreement (and from time to time thereafter upon the reasonable request of such Obligor or the Administrative Agent), executed originals or certified copies of IRS Form W-9 certifying that such Recipient is exempt from U.S. federal backup withholding tax;
(B)    any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Obligor and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a party to this Agreement (and from time to time thereafter upon the reasonable request of such Obligor or the Administrative Agent), whichever of the following is applicable:
(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals or certified copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;
71

(2)    executed originals or certified copies of IRS Form W-8ECI claiming that specified payments (as applicable) hereunder or any other Loan Documents (as applicable) constitute income that is effectively connected with such Foreign Lender’s conduct of a trade or business in the United States or IRS Form W-8EXP;
(3)    in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit C-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of such Obligor within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals or certified copies of IRS Form W-8BEN or IRS Form W-8BEN-E; or
(4)    to the extent a Foreign Lender is not the beneficial owner, executed originals or certified copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit C-2 or Exhibit C-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate
substantially in the form of Exhibit C-4 on behalf of each such direct and indirect partner;
(C)    any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Obligor and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a party to this Agreement (and from time to time thereafter upon the reasonable request of such Obligor or the Administrative Agent), executed originals or certified copies of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable Law to permit such Obligor or the Administrative Agent to determine the withholding or deduction required to be made; and
(D)    if a payment made to a Recipient under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Recipient were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Recipient shall deliver to such Obligor and the Administrative Agent at the time or times prescribed
72

by law and at such time or times reasonably requested by such Obligor or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by such Obligor or the Administrative Agent as may be necessary for such Obligor and the Administrative Agent to comply with their obligations under FATCA and to determine that such Recipient has complied with such Recipient’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
Each Recipient agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Loan Parties and the Administrative Agent in writing of its legal inability to do so. Notwithstanding any other provision of this paragraph (f), a Recipient shall not be required to deliver any form that such Recipient is not legally eligible to deliver.
(g)    Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes (for this purpose, including any credit against, relief or remission for, or repayment of any Tax (a “Tax Credit”), in each case, in lieu of a refund) as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but (x) only to the extent of indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund or Tax Credit and (y), with respect to any Tax Credit, only to the extent such party has obtained, utilized and retained such Tax Credit), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g) in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.
(h)    VAT. All amounts set out in, or expressed to be payable under, a Loan Document by any party to a Credit Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to the second paragraph of this Section 2.17(h), if VAT is chargeable on any supply made by any Credit Party to any party under a Loan Document and such Credit Party is required to account to the relevant tax authority for the VAT, such Credit Party shall promptly provide an appropriate VAT invoice to such party and, provided that such an invoice has been provided, that party shall pay to such Credit Party (in addition to and at the same time as paying any other consideration for such supply) or, according with the Council Directive 2006/112/EC as amended, an amount equal to the amount of the VAT or, where applicable, directly account for such VAT at the appropriate rate under the reverse charge
73

procedure provided for by Article 196 of Council Directive 2006/112/EC, as amended and implemented by any relevant member state of the European Union.
If VAT is or becomes chargeable on any supply made by any Credit Party (the Supplier) to any other Credit Party (the Recipient) under a Loan Document, and any party other than the Recipient (the Relevant Party) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):
(i)    (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party shall also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient shall (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and.
(ii)    (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party shall promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.
Where a Loan Document requires any party to reimburse or indemnify a Credit Party for any costs or expenses, that party shall also at the same time reimburse or indemnify (as the case may be) the Credit Party against all VAT incurred by the Credit Party in respect of such costs or expenses but only to the extent that the Credit Party (reasonably) determines that it is not entitled to credit or repayment from the relevant tax authority in respect of the VAT.
Any reference in this clause (h) to any party shall, at any time when that party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC as amended (or as implemented by any relevant member state of the European Union)) so that a reference to a party shall be construed as a reference to that party or the relevant group or unity (or fiscal unity) of which that party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be).
In relation to any supply made by a Credit Party to any party under a Loan Document, if reasonably requested by such Credit Party, that party shall promptly provide such Credit Party with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Credit Party’s VAT reporting requirements in relation to such supply.
(i)    Survival. Each party’s obligations under this Section 2.17 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.
(j)     Defined Terms. For purposes of this Section 2.17, the term “Lender” includes any Issuing Bank and the term “applicable law” includes FATCA.
74

Section 2.18    Payments Generally; Pro Rata Treatment; Sharing of Set-offs.
(a)    Each Obligor shall make each payment required to be made by it hereunder prior to 3:00 p.m., New York City time (or such later time as the Administrative Agent may agree), on the date when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at the Payment Office, except payments to be made directly to any Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 10.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in Dollars. Each payment (including each prepayment) by an Obligor on account of principal of and interest on the Revolving Loans shall be made pro rata according to the respective Applicable Percentages of the Lenders.
(b)    If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.
(c)    If any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by an Obligor pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to an Obligor or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Obligor consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Obligor rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Obligor in the amount of such participation.
75

(d)    Unless the Administrative Agent shall have received notice from the applicable Obligor prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Issuing Banks hereunder that such Obligor will not make such payment, the Administrative Agent may assume that such Obligor has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Banks, as the case may be, the amount due. In such event, if such Obligor has not in fact made such payment, then each of the Lenders or each of the Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.
(e)    If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(c), Section 2.06(d), Section 2.06(e), Section 2.07(b), Section 2.18(d) or Section 10.03(c), then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid, and/or (ii) hold such amounts in a segregated account over which the Administrative Agent shall have exclusive control as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clause (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.
Section 2.19    Mitigation Obligations; Replacement of Lenders.
(a)    If any Lender requests compensation under Section 2.15, or if an Obligor is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. Each Obligor hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b)    If (i) any Lender requests compensation under Section 2.15, or (ii) if an Obligor is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) if any Lender becomes Defaulting Lender, or (iv) any Lender has refused to consent to any proposed amendment, modification, waiver, termination or consent with respect to any provision of this Agreement or any other Loan Document that, pursuant to Section 10.02, requires the consent of all Lenders or each Lender affected thereby and with respect to which Lenders constituting the Required Lenders have consented to such proposed amendment, modification, waiver, termination or consent, or (v) any Lender constitutes a Non-Extending Lender, or (vi) any Lender delivers a notification pursuant to Section 2.24 regarding its ability to make or maintain SOFR Loans, or (vii) any other circumstance exists hereunder that gives any Obligor the right to replace a Lender as a party hereto, then such Obligor may (A) in the case of a Defaulting Lender or a Lender that is unable to make or maintain SOFR Loans, terminate the relevant Lender’s Commitment and (B) in the case of any such Lender (including any Defaulting Lender or a Lender that is
76

unable to make or maintain SOFR Loans), upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (1) such Obligor shall have received the prior written consent of the Administrative Agent, the Issuing Banks and the Swingline Lender, which consent shall not be unreasonably withheld, conditioned or delayed (unless such assignment is to an existing Lender or an Affiliate of an existing Lender), (2) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Obligors (in the case of all other amounts; provided, that, in the case of any Defaulting Lender, the Obligors shall be entitled to offset any expenses resulting from such Lender having been a Defaulting Lender and such assignment from any amounts payable by the Obligors to the Defaulting Lender hereunder), (3) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments, and (4) in the case of any such assignment resulting from a Lender’s refusal to consent to a proposed amendment, modification, waiver, termination or consent, the assignee shall approve the proposed amendment, modification, waiver, termination or consent. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the applicable Obligor to require such assignment and delegation cease to apply. Notwithstanding anything in this Section to the contrary, (I) any Lender that acts as an Issuing Bank may not be replaced hereunder at any time it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such Lender (including the furnishing of a backstop standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to such Issuing Bank or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such Issuing Bank) have been made with respect to such outstanding Letter of Credit and (II) the Lender that acts as the Administrative Agent may not be replaced in its capacity as Administrative Agent hereunder except in accordance with the terms of Article VIII.
Section 2.20    Defaulting Lenders.
(a)    Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:
(i)    no Defaulting Lender shall be entitled to receive any unused commitment fee pursuant to Section 2.12(a) for any period during which that Lender is a Defaulting Lender (and the Obligors shall not be required to pay at any time any such fee that otherwise would have been required to have been paid during such period to that Defaulting Lender);
(ii)    the Commitments and Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 10.02);
(iii)    if any Swingline Exposure or LC Exposure exists at the time such Lender becomes a Defaulting Lender then:
77

(A)    all or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders that are Lenders in accordance with their Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that the sum of all such non-Defaulting Lenders’ Credit Exposures plus such Defaulting Lender’s Swingline Exposure and LC Exposure does not exceed the total of all non-Defaulting Lenders’ Commitments; provided that no reallocation hereunder shall constitute a waiver or release of any claim of any party hereto against a Defaulting Lender arising from that Lender having been a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of such non-Defaulting Lender’s increased exposure following such reallocation;
(B)    if the reallocation described in clause (A) above cannot, or can only partially, be effected, the Obligors shall within one Business Day following notice by the Administrative Agent, without prejudice to any right or remedy available to them hereunder or under law, (x) first, prepay such Swingline Exposure and (y) second, cash collateralize for the benefit of the Issuing Banks only the Obligors’ obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.06(j) for so long as such LC Exposure is outstanding;
(C)    if an Obligor cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (B) above, such Obligor shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(c) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;
(D)    if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (A) above, then the fees payable to the Lenders pursuant to Section 2.12(a) and Section 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and
(E)    if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (A) or (B) above, then, without prejudice to any rights or remedies of the Issuing Banks or any other Lender hereunder, all letter of credit fees payable under Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Banks until and to the extent that such LC Exposure is reallocated and/or cash collateralized.
(iv)    so long as such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Banks shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Obligors in accordance with Section 2.20(a)(iii), and participating interests in any newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.20(a)(iii)(C) (and such Defaulting Lender shall not participate therein).
78

(b)    In the event that the Administrative Agent, the Borrower, the Swingline Lender and each Issuing Bank each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of any Loan Party while that Lender was a Defaulting Lender; and provided, further, that no change of a Lender’s status from Defaulting Lender to Lender shall constitute a waiver or release of any claim of any party hereto arising from that Lender having been a Defaulting Lender.
(c)    Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Issuing Bank or Swingline Lender hereunder; third, to cash collateralize the Issuing Banks’ LC Exposure with respect to such Defaulting Lender; fourth, as the applicable Obligor may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the applicable Obligor, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) cash collateralize the Issuing Banks’ future LC Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement; sixth, to the payment of any amounts owing to the Lenders, any Issuing Bank or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Banks or Swingline Lenders against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to the applicable Obligor as a result of any judgment of a court of competent jurisdiction obtained by the applicable Obligor against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in obligations under any issued Letters of Credit and Swingline Loans are held by the Lenders pro rata in accordance with the commitments under the applicable Facility without giving effect to Section 2.20(a)(iii). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.20(c) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.
Section 2.21    Designation of Additional Borrowers.
79

(a)    Designation. Subject to the terms and conditions of this Section 2.21, the Borrower may, at any time or from time to time on or after the Closing Date, upon not less than ten (10) Business Days’ notice (or such shorter period which is reasonably acceptable to the Administrative Agent) to the Administrative Agent (which shall promptly notify the Lenders thereof), request the designation of a Restricted Subsidiary as an Additional Borrower hereunder (each such designated Restricted Subsidiary shall be an “Additional Borrower” and, all of them collectively, shall be the “Additional Borrowers”). Each such notice shall specify (A) the name of the applicable Restricted Subsidiary and (B) its jurisdiction of organization. Following the giving of any such notice, if the accession of such Additional Borrower obligates the Administrative Agent or any Lender to comply with KYC Requirements in circumstances where the necessary information is not already available to it, the Borrower shall promptly upon the request of the Administrative Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Administrative Agent (for itself or on behalf of any Lender) or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with all necessary KYC Requirements related to the accession of such Restricted Subsidiary to this Agreement as an Additional Borrower.
(b)    Effect of Designation. Upon the satisfaction of the conditions specified in paragraph (c) of this Section 2.21, the applicable designated Additional Borrower shall become a party to this Agreement as an Obligor hereunder and, subject to the terms and conditions of this Agreement, such Additional Borrower shall be entitled to borrow Revolving Loans or request the issuance of Letters of Credit hereunder (and, in each case, such Additional Borrower shall have and shall assume all of the obligations of an Obligor hereunder). The Administrative Agent shall promptly notify the Lenders of the effectiveness of any such designation.
(c)    Conditions to Designation. The designation by the Borrower of any Restricted Subsidiary as an Additional Borrower hereunder shall be subject to the satisfaction of the following conditions (including delivery to the Administrative Agent of the following documents, each of which shall be reasonably satisfactory to the Administrative Agent in form and substance or may be waived by the Administrative Agent in its sole discretion) and such designation shall become effective on the date on which all such conditions are satisfied (or so waived):
(i)    the Administrative Agent shall have received: (i) for wholly-owned Restricted Subsidiaries incorporated in an Approved Jurisdiction, the consent of Lenders having Credit Exposures and unused Commitments representing at least 75% of the sum of the total Credit Exposures and unused Commitments at such time; and (ii) for any other Restricted Subsidiaries not wholly-owned or not incorporated in an Approved Jurisdiction, the consent of all Lenders; for the avoidance of doubt, no Restricted Subsidiary that is organized or operating in a Sanctioned Country shall be permitted to become an Additional Borrower;
(ii)    the Borrower shall confirm that, immediately prior to and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing;
(iii)    the Administrative Agent shall have received:
(A) an Additional Borrower Joinder Agreement, duly completed and executed by the Borrower, such Additional Borrower and the Administrative Agent. Delivery of an Additional Borrower Joinder Agreement shall constitute confirmation by the relevant Restricted Subsidiary that the Repeating Representations are true and correct in relation to it as of the date of delivery, as if made by reference to the facts and circumstances then existing;
80

(B)    a copy of the constitutional documents of such Restricted Subsidiary, together with all amendments thereto;
(C)    in the case of a Restricted Subsidiary incorporated in Luxembourg only, (i) a copy of an excerpt from the Luxembourg Register of Commerce and Companies dated as of the date of the Additional Borrower Joinder Agreement and (ii) a copy of a certificate of non-inscription of judicial decisions (certificat de non-inscription d’une décision judiciaire) from the Luxembourg Register of Commerce and Companies dated the date of the Additional Borrower Joinder Agreement;
(D)    copies of the resolutions of the board of directors of such Restricted Subsidiary authorizing (i) the Transactions and approving the terms of, and the transactions contemplated by, the Additional Borrower Joinder Agreement and the Loan Documents, (ii) the Additional Borrower’s execution and delivery of the Additional Borrower Joinder Agreement and the applicable Loan Documents, (iii) a specified person or persons to sign, on the Restricted Subsidiary’s behalf, the Additional Borrower Joinder Agreement and all documents and notices to be signed in connection with the Loan Documents to which the Additional Borrower will be party;
(E)    a specimen of the signature of, and, if applicable, incumbency certificates or powers of attorney identifying by name and title, the persons authorized to sign the Additional Borrower Joinder Agreement on behalf of such Additional Borrower (and to make Borrowings hereunder on behalf of such Additional Borrower );
(F)    A certificate of an authorized signatory of the Additional Borrower certifying that each copy document listed in this Section 2.21(c) is correct, complete and in full force and effect as at a date no earlier than the date of the Additional Borrower Joinder Agreement;
(G)    a copy of any other authorization or other document, opinion or assurance which the Administrative Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Additional Borrower Joinder Agreement or for the validity and enforceability of any Loan Document;
(H)    if available, the latest audited financial statements of the Additional Borrower;
(I)    opinion of counsel to the Loan Parties (in substantially the same form as delivered on the Closing Date), and addressed to the Administrative Agent and the Lenders;
(J) to the extent requested by the Administrative Agent or any Lender at least three (3) Business Days in advance of the effectiveness of such designation, the Administrative Agent or such Lender shall have received (i) all documentation and other information with respect to such Restricted Subsidiary in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and (ii) to the extent the such Restricted Subsidiary qualifies as a “legal entity customer” a customary Beneficial Ownership Certification;
81

(K)    evidence that the Additional Borrower has designated a process agent on the terms set forth in Section 10.09(e), unless the Restricted Subsidiary is organized in any state of the United States; and
(L)    the Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower to the effect that the conditions to such designation set forth in this Section 2.21 shall be satisfied.
Section 2.22    Extension of Maturity Date.
(a)    Requests for Extension. The Borrower may, by notice to     the Administrative Agent (who shall promptly notify the Lenders) not later than thirty (30) days prior to the date of a proposed extension (each such date of such proposed extension, an “Extension Date”), request that each Lender extend such Lender’s Maturity Date then in effect for such Lender (the “Applicable Maturity Date”), to a date (the “Extended Maturity Date”) that is one year after the Applicable Maturity Date. The Borrower may make no more than two (2) such requests for extension.
(b)    Lender Elections to Extend. Each Lender shall, by notice to the Administrative Agent given not later than the date that is ten (10) days after the date on which the Administrative Agent received the applicable Obligors’ extension request (the “Lender Notice Date”), advise the Administrative Agent whether or not such Lender agrees to such extension (each Lender that determines to so extend its Applicable Maturity Date, an “Extending Lender”). Each Lender that determines not to so extend its Applicable Maturity Date (a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Lender Notice Date), and any Lender that does not so advise the Administrative Agent on or before the Lender Notice Date shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to so agree, and it is understood and agreed that no Lender shall have any obligation whatsoever to agree to any request made by any Obligor for extension of the Applicable Maturity Date.
(c)    Notification by Administrative Agent. The Administrative Agent shall notify the Obligors of each applicable Lender’s determination under this Section 2.22 no later than the earlier of (i) the date that is fifteen (15) days prior to the applicable Extension Date (or, if such date is not a Business Day, on the next preceding Business Day) and (ii) the date that is five (5) days following the applicable Lender Notice Date.
(d) Additional Commitment Lenders. The Obligors shall have the right, but shall not be obligated, on or before the Applicable Maturity Date for any Non-Extending Lender to replace such Non-Extending Lender with, and add as a “Lender” under this Agreement in place thereof, one or more financial institutions (each, an “Additional Commitment Lender”) approved by the Administrative Agent, the Issuing Banks and the Swingline Lender in accordance with the procedures provided in Section 2.19(b), each of which applicable Additional Commitment Lenders shall have entered into an Assignment and Assumption (in accordance with and subject to the restrictions contained in Section 10.04, with the applicable Obligor(s) or replacement Lender obligated to pay any applicable processing or recordation fee) with such Non-Extending Lender, pursuant to which such Additional Commitment Lenders shall, effective on or before the Applicable Maturity Date for such Non-Extending Lender, assume a Commitment (and, if any such Additional Commitment Lender is already a Lender, its Commitment so assumed shall be in addition to such Lender’s Commitment hereunder on such date). The Administrative Agent may effect such amendments to this Agreement as are reasonably necessary to provide for any such extensions with the consent of the Loan Parties but without the consent of any other Lenders.
82

(e)    Minimum Extension Requirement. If (and only if) the total of the applicable Commitments of the Lenders that have agreed to extend their Applicable Maturity Date and the new or increased Commitments is at least fifty percent (50%) of the aggregate amount of the Commitments in effect immediately prior to the applicable Extension Date, then, effective as of the applicable Extension Date, the Applicable Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the Extended Maturity Date (except that, if such date is not a Business Day, such Extended Maturity Date shall be the next preceding Business Day), and each Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement and shall be bound by the provisions of this Agreement as a Lender hereunder and shall have the obligations of a Lender hereunder.
(f)    Conditions to Effectiveness of Extension. Notwithstanding the foregoing, any extension of any Applicable Maturity Date pursuant to this Section 2.22 shall not be effective with respect to any Extending Lender and each Additional Commitment Lender unless (i) no Default or Event of Default shall have occurred and be continuing on the applicable Extension Date and immediately after giving effect thereto; and (ii) the representations and warranties of the Loan Parties set forth in this Agreement are true and correct in all material respects (or in all respects if the applicable representation or warranty is qualified by Material Adverse Effect or materiality) on and as of the applicable Extension Date and after giving effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such date), as evidenced by the delivery of a certificate of an Authorized Officer of the Borrower dated as of the Extension Date.
(g)    Maturity Date for Non-Extending Lenders. On the Applicable Maturity Date of each Non-Extending Lender, (i) to the extent of the Commitments of each Non-Extending Lender not assigned to the Additional Commitment Lenders, the Commitment of each Non-Extending Lender shall automatically terminate and (ii) the Obligors shall repay such Non-Extending Lender in accordance with Section 2.10 (and shall pay to such Non-Extending Lender all of the other Obligations due and owing to it under this Agreement, including any additional amounts required pursuant to Section 2.16) and the Administrative Agent shall administer any necessary reallocation of the applicable Credit Exposures with respect to Commitments to the extent necessary to keep outstanding Revolving Loans ratable with any revised Applicable Percentages of the respective Lenders effective as of such date (without regard to any minimum borrowing, pro rata borrowing and/or pro rata payment requirements contained elsewhere in this Agreement).
(h)    Conflicting Provisions. This Section 2.22 shall supersede any provisions in Section 2.18 or Section 10.02 to the contrary.
Section 2.23    Effect of Benchmark Transition Event.
(a)     Defined Terms. As used in this Section 2.23, the following terms have the following meanings:
83

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.23(e).
“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.23(b).
“Benchmark Replacement” means, with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:
(a)    the sum of: (i) Daily Simple SOFR and (ii) 0.10% (10.0 basis points); or
(b)    the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Obligors giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities and (ii) the related Benchmark Replacement Adjustment. If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.
“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Obligors giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.
“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:
(a)    in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof); or
84

(b)     in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which all Available Tenors of such Benchmark (or the published component used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) have been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.
For the avoidance of doubt, if such Benchmark is a term rate, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:
(a)    a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof);
(b)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); or
(c)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.
85

For the avoidance of doubt, if such Benchmark is a term rate, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Unavailability Period” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with this Section 2.23 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with this Section 2.23.
“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.
“Relevant Governmental Body” means the Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board and/or the Federal Reserve Bank of New York or any successor thereto.
“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.
(b)     Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis.
(c) Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document (except for consultation with the Obligors as provided in the definition of “Conforming Changes”).
86

(d)    Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Obligors and the Lenders in writing of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Loan Parties of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.23(e) and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent, the Obligors or the Required Lenders pursuant to this Section 2.23, including, without limitation, any determination with respect to a tenor, rate or adjustment, or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding on all parties hereto absent manifest error and may be made in its or their commercially reasonable discretion and without consent from any other party hereto or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.23.
(e)    Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.
(f)    Benchmark Unavailability Period. Upon the Loan Parties’ receipt of notice of the commencement of a Benchmark Unavailability Period, (i) the Obligors may revoke any pending request for a SOFR Borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the relevant Obligor will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans and (ii) any outstanding affected SOFR Loans will be deemed to have been converted to ABR Loans at the end of the applicable Interest Period. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Alternate Base Rate.
Section 2.24    Illegality.
87

(a) If any Lender determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or to determine or charge interest based upon SOFR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, then, upon notice thereof by such Lender to the Loan Parties (through the Administrative Agent) (an “Illegality Notice”), (i) any obligation of such Lender to make SOFR Loans, and any right of the Obligors to continue such Lender’s SOFR Loans or to convert such Lender’s ABR Loans to SOFR Loans, shall be suspended, and (ii) the interest rate on which ABR Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate”, in each case until such affected Lender notifies the Administrative Agent and the Obligors that the circumstances giving rise to such determination no longer exist.
(b)    Upon receipt of an Illegality Notice, the Obligors shall, if necessary to avoid such illegality, upon demand from any affected Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all such Lender’s SOFR Loans to ABR Loans (the interest rate on which ABR Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate”), on the last day of the Interest Period therefor, if such affected Lender may lawfully continue to maintain its SOFR Loans to such day, or immediately, if such affected Lender may not lawfully continue to maintain its SOFR Loans to such day. Upon any such prepayment or conversion, the Obligors shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 2.16.
Section 2.25    Financial Calculations for Limited Condition Transactions.
(a)    In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreement (or other relevant definitive documentation) for such Limited Condition Transaction is executed. For the avoidance of doubt, if the Borrower has exercised its option under the first sentence of this paragraph, and any Default or Event of Default occurs following the date such definitive agreement for a Limited Condition Transaction is executed and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder.
(b) In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Agreement which requires the calculation of the Total Net Leverage Ratio; or (2) testing baskets set forth in this Agreement (including baskets measured as a percentage of Total Assets); in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreement (or other relevant definitive documentation) for such Limited Condition Transaction is entered into (the “LCT Test Date”); provided, however, that the Borrower shall be entitled to subsequently elect, in its sole discretion, the date of consummation of such Limited Condition Transaction instead of the LCT Test Date as the applicable date of determination, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof), as are appropriate and consistent with the pro forma adjustment provisions set forth in the definitions of “Consolidated EBITDA” and “Total Net Leverage Ratio”, the Borrower or any Restricted Subsidiary could have taken such action on the relevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with.
88

(c)    If the Borrower has made an LCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Total Assets, of the Borrower and its Restricted Subsidiaries at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, test or basket availability under this Agreement (including with respect to the incurrence of Debt or Liens, or the making of Permitted Disposals, acquisitions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower or any Restricted Subsidiary or the designation of an Unrestricted Subsidiary) on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Each Obligor represents and warrants to the Lenders that:
Section 3.01     Organization; Powers. Each Loan Party is duly organized and validly existing under the laws of the jurisdiction of its organization. Each Loan Party and each Significant Subsidiary has all requisite power to own its assets and carry on its business as it is now being conducted.
Section 3.02     Power and Authority; Enforceability. Each Loan Party has the power to enter into, perform and deliver, and has taken all necessary action to authorize its entry into, performance and delivery of, the Loan Documents to which it is a party and the Transactions. Each Loan Document to which each Loan Party is a party to constitutes a legal, valid and binding obligation of each such Person, enforceable against each such Person in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
Section 3.03     Validity and Admissibility into Evidence. All consents, approvals, resolutions, licenses, exemptions, filings, notarizations or registrations required or desirable to (a) enable each Loan Party to lawfully enter into, and perform its obligations under, the Loan Documents to which each such Person is a party and (b) to make the Loan Documents to which each such Person is a party admissible in evidence in its jurisdiction of organization, have been obtained or effected and are in full force and effect.
Section 3.04     Non-Conflict with Other Obligations. The entry into and performance by each Loan Party of the Loan Documents to which each such Person is a party, and the Transactions, do not and will not conflict with (a) any law or regulation applicable to it; or (b) its constitutional documents; or (c) any agreement or other instrument binding upon it or any of its assets, except where any violation of any such agreement or instrument, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.
89

Section 3.05    Financial Statements; No Material Adverse Change.
(a)    The audited consolidated financial statements of the Borrower and its Subsidiaries for the Financial Year ended December 31, 2019 and the unaudited consolidated quarterly financial statements of the Borrower and its Subsidiaries for the Financial Quarter ended June 30, 2020 (a) were prepared in accordance with IFRS consistently applied and (b) fairly represent the financial condition and operations of the Borrower and its Subsidiaries on a consolidated basis for the relevant periods covered thereby.
(b)    Since (i) December 31, 2019 in the case of the making of this representation on the Closing Date and (ii) the date of the most recent financial statements delivered pursuant to Section 5.01(a) in the case of making this representation following the Closing Date, no Material Adverse Effect has occurred.
Section 3.06    Properties; Intellectual Property.
(a)    Each Loan Party has good title to, or valid leasehold interests in, all its real and personal property material to its business, except for such defects in title that, either individually or in the aggregate, do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes or except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect.
(b)    (i) Each Loan Party and each Significant Subsidiary is the sole and beneficial owner of, or has licensed to it on standard commercial terms, all the trademarks, tradenames, domain names, copyrights, patents, trade secrets, proprietary know-how and other intellectual property (collectively, “Intellectual Property”) which is material in the context of its business or which is reasonably required by it in order to carry on its business as it is now being conducted or as it is currently proposed to be conducted; (ii) no Loan Party nor any Significant Subsidiary infringes or violates any Intellectual Property of any Person in carrying out their respective businesses, or in connection with offering or providing their respective products or services; (iii) to the best of each Loan Party’s knowledge and belief, no Person is infringing or violating any owned Material Intellectual Property; and (iv) each Loan Party and each Significant Subsidiary has taken all actions (including payment of fees) reasonably required to obtain, preserve, renew and maintain all Material Intellectual Property owned by it, except, in the case of (i), (ii), (iii) and (iv), where any failure to be so, or do so, or to have done so has not resulted in, or would not reasonably be expected to result in, a Material Adverse Effect.
Section 3.07    Litigation.
Except as disclosed in the financial statements referred to in Section 3.05(a), no Proceeding which, if adversely determined, would reasonably be expected to result in a Material Adverse Effect, have been commenced or, to the best of each Loan Party’s knowledge and belief are threatened against, any such Person or any Significant Subsidiary.
Section 3.08     Compliance with Laws; Environmental Compliance; No Default or Event of Default.
(a)    Each Loan Party and each Significant Subsidiary is and has been in compliance with all Laws of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.
90

(b)    Each Loan Party and each Significant Subsidiary is and has been in compliance with all Environmental Laws and all other permits, licenses, authorizations, covenants, conditions, restrictions or agreements directly or indirectly concerned with Environmental Laws or any Release (i) in connection with any real property which is or was at any time owned, leased or occupied by such Person or on which such Person has conducted any activity, or (ii) for which a Loan Party is or has been alleged to be responsible, except where failure to do so would not reasonably be expected to result in a Material Adverse Effect.
(c)    There are no pending or, to the knowledge of the Loan Parties, threatened Proceedings against or affecting the Loan Parties or the Significant Subsidiaries concerning any actual or alleged Environmental Liabilities, including any Proceedings relating to any current or former businesses, operations, properties, or locations owned, leased, occupied, or used by the Loan Parties or the Significant Subsidiaries, and to the knowledge of the Loan Parties, there are no facts, circumstances, or conditions that could reasonably be expected to form the basis of any such Proceedings or any Environmental Liabilities, except in each case as would not reasonably be expected to result in a Material Adverse Effect.
(d)    No Default or Event of Default has occurred and is continuing.
(e)    No other event or circumstance is outstanding which constitutes a default under any material agreement or instrument which is binding on Loan Party or any Significant Subsidiary, or to which any such Person’s assets are subject which has resulted in, or would reasonably be expected to result in, a Material Adverse Effect.
Section 3.09     Investment Company Status. No Loan Party is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.
Section 3.10     Taxes. Each Loan Party has duly and punctually paid or caused to be paid and discharged all Taxes imposed upon it or its assets within the time period allowed, except for Taxes that are being contested in good faith by appropriate proceedings and for which such Person, as applicable, has set aside on its books adequate reserves in accordance with IFRS. No Loan Party is materially overdue in the filing of any Tax returns. No claims are being asserted or are reasonably likely to be asserted against any Loan Party with respect to Taxes that would reasonably be expected to result in a Material Adverse Effect. It is not required to make any deduction for or on account of any Tax from any payment it may make under any Loan Document. Under the laws of the jurisdiction of organization of any Loan Party, it is not necessary that the Loan Documents be filed, recorded or enrolled with any Governmental Authority in such jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Loan Documents or the Transactions.
Section 3.11 ERISA. Except as would not reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance with all applicable provisions and requirements of ERISA and the Code and all other applicable Laws and regulations. No ERISA Event has occurred or is reasonably expected to occur that would reasonably be expected to result in a Material Adverse Effect. The excess of the present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) as of the date of the most recent financial statements reflecting such amounts, over the fair market value of the assets of such Plan would not reasonably be expected to result in a Material Adverse Effect, and the excess of the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) as of the date of the most recent financial statements reflecting such amounts, over the fair market value of the assets of all such underfunded Plans would not reasonably be expected to result in a Material Adverse Effect.
91

Section 3.12     No Misleading Information. Any factual information contained in the Annual Report was true and accurate in all material respects as of the date it was provided or as of the date (if any) at which it is stated. Nothing has occurred or been omitted from the Annual Report and no information has been given or withheld that results in the information contained in the Annual Report being untrue or misleading in any material respect, in each case, as of the date it was provided or as of the date (if any) at which it is stated.
Section 3.13    Sanctions Laws; Anti-Corruption, Anti-Bribery, Anti-Money Laundering Laws and Regulations.
(a)    No Loan Party, nor any of their respective Subsidiaries, nor any of their directors, officers and employees, or, to the best of the knowledge and belief of the Loan Parties, agents or representatives:
(i)    is a Designated Person;
(ii)    is, or for the last five (5) years has been, in violation of any Sanctions Laws; or
(iii)    is, or for the last five (5) years has been, engaged in any dealings or activities with or for the benefit of any Designated Person.
(b)    There are no pending or, to the best of the knowledge and belief of the Loan Parties, threatened Proceedings involving the Loan Parties or their Subsidiaries with respect to any Sanctions Laws.
(c)    Each Loan Party has instituted and maintains policies and procedures designed to promote and achieve compliance with Sanctions Laws.
(d)    (i) No Loan Party, nor any of their Subsidiaries, nor any of their directors, officers, employees and, to the best of the knowledge and belief of each Loan Party, their respective agents, representatives, and Affiliates, has engaged in any activity or conducted its businesses in any way which would violate any Anti-Money Laundering Laws, (ii) there are no pending, or to the best of the knowledge and belief of the Loan Parties, threatened Proceedings involving the Loan Parties or their Subsidiaries with respect to any Anti-Money Laundering Laws, and (iii) each Loan Party has instituted and maintains policies and procedures designed to promote and achieve compliance with Anti-Money Laundering Laws.
(e)    The Loan Parties and their Subsidiaries, and their respective directors, officers, employees, and to the best of the knowledge and belief of the Loan Parties, agents and representatives, have not corruptly paid, offered or promised to pay, or authorized payment of any monies or things of value, directly or indirectly, to any person, including without limitation any government official or any political party or party official or candidate for political office, for the purpose of obtaining or retaining business, or directing business to any person, or obtaining any other improper advantage, in each case in violation of Anti-Corruption Laws (collectively, “Prohibited Payments”), and there are no pending or, to the best of the knowledge and belief of the Loan Parties, threatened Proceedings involving the Loan Parties or their Subsidiaries with respect to Anti-Corruption Laws. Each Loan Party has instituted and
92

maintains policies and procedures designed to promote and achieve compliance with Anti-Corruption Laws.
Section 3.14     Federal Reserve Board Regulations. None of the Obligors is engaged or will engage, principally or as one of its important activities, in the business of extending credit for the purposes of “purchasing” or “carrying” any “Margin Stock” within the respective meanings of such terms under Regulations U, T and X of the Board. No part of the proceeds of the Loans will be used for “purchasing” or “carrying” “Margin Stock” as so defined for any purpose which violates, or which would be inconsistent with, the provisions of, any applicable Laws or regulations of any Governmental Authority (including, without limitation, the Regulations of the Board).
Section 3.15    Solvency. Each Loan Party is Solvent.
Section 3.16     Centre of Main Interest and Establishment. For the purposes of Regulation (EU) 2015/848 of the European Parliament and the Council of 20 May 2015 on insolvency proceedings (recast) (the “Recast Regulation”), the Borrower’s centre of main interest (as that terms is used in Article 3(1) of the Recast Regulation) is situated in either Luxembourg, Sweden or England and Wales, or for purposes of the Cross Border Insolvency Regulations 2006 (the “CBIR”), the Borrower’s centre of main interest (as that term is used in Article 2 (Definitions) of the CBIR) is situated in the United States of America, and the Borrower has no “establishment” (as that term is defined in Article 2(10) of the Recast Regulation or Article 2 of the CBIR) in any other jurisdiction.
Section 3.17     Governing Law and Enforcement. Subject to the qualifications contained in any legal opinion delivered pursuant to Section 4.01 or Section 2.21(c)(iii)(E), (a) the choice of New York law as the governing law of the Loan Documents will be recognized and enforced in the jurisdiction of organization of each Loan Party and (b) any judgment obtained in New York in relation to a Loan Document will be recognized and enforced in the jurisdiction of organization of each Obligor.
Section 3.18     Pari Passu Ranking. The obligations of each Loan Party under the Loan Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies in each relevant jurisdiction generally.
ARTICLE IV
CONDITIONS PRECEDENT
Section 4.01     Conditions Precedent to the Closing Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.02):
(a)    The Administrative Agent (or its counsel) shall have received from each party thereto either (i) a counterpart of this Agreement, or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic mail transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received an opinion (addressed to the Administrative Agent and the Lenders and dated the Closing Date) of each of (i) Jones Day, New York counsel to the Loan Parties, in form and substance satisfactory to the Administrative Agent; and (ii) Hogan Lovells (Luxembourg) LLP, Luxembourg counsel to the Loan Parties, in form and substance satisfactory to the Administrative Agent.
93

(c)    The Administrative Agent shall have received the following items from the Loan Parties:
(i)    a copy of the constitutional documents of each Loan Party;
(ii)    in the case of a Luxembourg Loan Party only, (A) a copy of an excerpt from the Luxembourg Register of Commerce and Companies dated the Closing Date and (B) a copy of a certificate of non-inscription of judicial decisions (certificat de non-inscription d’une décision judiciaire) from the Luxembourg Register of Commerce and Companies dated the Closing Date;
(iii)    copies of the resolutions of the board of directors of each Loan Party authorizing (i) the Transactions, (ii) the execution and delivery of the Loan Documents to which it is a party, and (iii) a specified person or persons to sign, on each Loan Party’s behalf, all documents and notices to be signed in connection with the Loan Documents to which it is a party;
(iv)    a specimen of the signature of, and, if applicable, incumbency certificates or powers of attorney identifying by name and title, the persons authorized to sign the Loan Documents on behalf of each Loan Party (and to make Borrowings hereunder on behalf of the Obligors) mentioned in clause (iii) above;
(v)    such other documents and certificates (including organizational documents and good standing certificates (if applicable)) as the Administrative Agent may reasonably request relating to the organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Credit Agreement or the transactions contemplated thereby;
(vi)    a copy of the notice of cancellation of the available commitments and termination of the Existing Facility Agreement sent by the Borrower to the administrative agent under the Existing Facility Agreement pursuant to Section 9.5 thereof, provided that such notice shall provide for (1) the cancellation and termination of the Existing Facility Agreement and (2) that all outstanding amounts thereunder shall have been paid in full, in each case, to occur prior to or concurrently with the Closing Date; and
(vii)    a certificate, dated the Closing Date, and signed by an Authorized Officer of the Borrower, confirming satisfaction of the conditions set forth in this Section 4.01.
(d)    The audited consolidated financial statements of the Borrower and its Subsidiaries for the Financial Year ended December 31, 2019 and the unaudited consolidated quarterly financial statements of the Borrower and its Subsidiaries for the Financial Quarter ended June 30, 2020, shall be publicly available for review by the Lenders;
(e)    The Administrative Agent shall have received payment of all fees (and other amounts due and payable to the Administrative Agent) for its own account and for the account of the Lenders on or prior to the Closing Date, including, to the extent invoiced at least five (5) Business Days prior to the Closing Date, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Obligors hereunder (excluding legal fees).
94

(f)    The Mandated Lead Arrangers and the ESG Coordinator shall have received all fees and other amounts due and payable to the Mandated Lead Arrangers or the ESG Coordinator (as applicable), including, to the extent invoiced at least five (5) Business Days prior to the Closing Date, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Obligors hereunder (excluding legal fees).
(g)    Upon the request of any Lender pursuant to Section 2.11(c) at least five (5) Business Days prior to the Closing Date, such Lender (or the Administrative Agent (or its counsel) on such Lender’s behalf) shall have received a Note in the amount of such Lender’s Commitment as of the Closing Date.
(h)    Upon the reasonable request of any Lender or the Administrative Agent made at least ten (10) days prior to the Closing Date, the Obligors shall have provided to such Lender or the Administrative Agent (as applicable) the documentation and other information (including, if an Obligor qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a customary Beneficial Ownership Certification in respect of such Obligor) so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the USA PATRIOT Act and Beneficial Ownership Regulations (collectively, the “KYC Requirements”), in each case at least five (5) days prior to the Closing Date.
Section 4.02     Conditions Precedent to Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Banks to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:
(a)    the Administrative Agent and, if applicable, the applicable Swingline Lender or applicable Issuing Bank shall have received a written Borrowing Request in accordance with Section 2.03, a request for a Swingline Loan in accordance with Section 2.05, or a Letter of Credit Request for issuance of Letter of Credit in accordance with Section 2.06, as applicable, in accordance with the requirements thereof;
(b)    The Repeating Representations shall be true and correct in all material respects (or in all respects if such representation or warranty is qualified by Material Adverse Effect or other materiality qualifier) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (except to the extent that any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date).
(c)    At the time of, and immediately after giving effect to the making of such Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.
ARTICLE V
AFFIRMATIVE COVENANTS
Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees and other Obligations payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated, in each case, without any pending draw, and all LC Disbursements shall have been reimbursed, each Loan Party (as applicable) covenants and agrees with the Lenders as follows:
95

Section 5.01    Financial Statements; Ratings Change and Other Information. The Borrower will furnish to the Administrative Agent and each Lender:
(a)    within 120 days after the end of each Financial Year of the Borrower, its audited consolidated and audited unconsolidated financial statements for that Financial Year;
(b)    within 90 days after the end of each of the first three Financial Quarters of each Financial Year of the Borrower, its unaudited consolidated financial statements as of the end of and for such Financial Quarter;
(c)    concurrently with the delivery of financial statements under (i) clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (each, a “Compliance Certificate”), in the form of Exhibit B setting forth the Total Net Leverage Ratio, indicating whether more than thirty five percent (35%) of the Facility was drawn at the end of the relevant period as of the last day of each quarter and certifying that the financial statements delivered fairly represent the financial condition of the Borrower and its Restricted Subsidiaries as of the relevant period; and (ii) clause (a) above, unless an ESG Termination Event shall have occurred, an ESG Reporting Certificate with respect to the Financial Year covered by such financial statements commencing with Financial Year 2021; provided, that any failure or delay of the Borrower in delivering an ESG Reporting Certificate when required under this clause (c)(ii) shall not constitute a Default or Event of Default.
(d)    promptly after the same becomes available, but in any event within 90 days after the end of each Financial Quarter, the aggregate amount upstreamed by Restricted Subsidiaries of the Borrower on a country by country basis (for the countries where any Restricted Subsidiary of the Borrower is operating);
(e)    promptly after the same become publicly available, copies of all periodic and other reports distributed by the Borrower to its shareholders generally, as the case may be; and
(f)    promptly following any request therefor, such other information (which is not of a confidential nature or publicly available), as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request (x) as necessary to (i) determine compliance with the terms of this Agreement, (ii) respond or comply with a regulatory request or submission or for audit purposes; (iii) comply with applicable KYC Requirements; provided that, the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Restricted Subsidiaries and their respective businesses, and provided, further, that no Lender shall request any further information regarding the financial statements of any Obligor unless (A) such Obligor has not delivered its financial statements as required under the Credit Agreement as of such date or (B) such request relates to a material variance from the financial statements delivered in the previous Financial Quarter or Financial Year, as applicable, or (y) regarding the Group’s performance in relation to the ESG Targets as reported in the most recently delivered ESG Reporting Certificate at such time (for the purposes of this subclause (y), “Group” has the meaning set forth in Schedule II with respect to each ESG Target); provided that, the Borrower shall not be required to furnish any information under this clause (y) to the extent such information was included and is publicly available in the Borrower’s annual report for the Financial Year for which such most recent ESG Reporting Certificate was delivered.
(g)    Any financial statements required to be delivered pursuant to Section 5.01(a) or 5.01(b) above and any information required to be delivered pursuant to Section 5.01(d) above shall be
96

deemed to have been furnished to the Administrative Agent on the date that such financial statement or other information is posted on the website of the Borrower.
Section 5.02     Notices of Material Events. The Borrower will furnish to the Administrative Agent (for distribution to each Lender) prompt written notice, after an Authorized Officer of the Borrower becomes aware of such event, of the following events:
(a)    the occurrence of any Default or Event of Default (and any steps being taken to remedy such Default or Event of Default);
(b)    the filing or commencement of any action, suit, investigation or proceeding by or before any arbitrator or Governmental Authority against or affecting any Obligor or any Significant Subsidiary (or any adverse change or development in any such action, suit, investigation or proceeding) thereof that, in the good faith judgment of the Borrower, if adversely determined, would reasonably be expected to result in a Material Adverse Effect;
(c)    any other development (including the incurrence or imposition of Environmental Liability) that, in the good faith judgment of the Borrower, results in, or would reasonably be expected to result in, a Material Adverse Effect; or
(d)    the occurrence of an ESG Termination Event.
Section 5.03     Existence; Conduct of Business; Authorizations.
(a)    Each Loan Party shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence.
(b)    Each Loan Party shall ensure that no substantial change is made to the general nature of its business or the business of the Significant Subsidiaries from that carried out as of the date of this Agreement, provided that, the foregoing shall not prevent any such Person from engaging in any Related Business.
(c)    Each Loan Party shall promptly (x) obtain, comply with and do all that is necessary to maintain in full force and effect; and (y) supply certified copies to the Administrative Agent of, any authorization, approval, consent, license, resolution, exemption, filing, notarization or registration required under any law or regulation of its jurisdiction of organization to enable it to perform its obligations under the Loan Documents to which it is a party and to ensure, subject to the reservations specifically referred to in any legal opinion delivered pursuant to Section 4.01, the legality, validity, enforceability or admissibility in evidence in its jurisdiction of organization of each Loan Document to which it is a party.
Section 5.04     Payment of Material Obligations. Each Loan Party shall duly and punctually pay and discharge all material payment obligations and Taxes imposed upon it or its assets within the time period allowed without incurring penalties, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, and (b) such Person has set aside on its books adequate reserves with respect thereto in accordance with IFRS.
Section 5.05    Maintenance of Properties; Insurance.
97

(a)    Except for the discontinuance of the operation or maintenance of the properties of any Loan Party or any Significant Subsidiary if such discontinuance is, in the Person’s judgment, desirable in the conduct of its business, each Loan Party shall (and the Borrower shall ensure that each Significant Subsidiary shall) maintain in good repair, working order and condition (ordinary wear and tear excepted) all of its material properties necessary or desirable in the conduct of its business, all in accordance with the judgment of each such Person (acting reasonably).
(b)    Each Loan Party shall (and the Borrower shall ensure that each Significant Subsidiary shall): (1) preserve and maintain the subsistence and validity of the Intellectual Property reasonably necessary for the business of such Person (“Material Intellectual Property”); (2) use reasonable endeavors to prevent any infringement in any material respect of the Material Intellectual Property; (3) make registrations, pay all registration fees and taxes, and take all other actions reasonably necessary to preserve and maintain the Material Intellectual Property in full force and effect and record its interest in that Material Intellectual Property; (4) not use or permit the Material Intellectual Property to be used in a way or take any step or omit to take any step in respect of that Material Intellectual Property which may materially and adversely affect the existence or value of the Material Intellectual Property or imperil the right of any such Person to use such property; and (5) not discontinue the use of the Material Intellectual Property, where failure to do so, in the case of paragraphs (1), (2) and (3) above, or, in the case of paragraphs (4) and (5) above, such use, permission to use, omission or discontinuation, would reasonably be expected to result in a Material Adverse Effect.
(c)    Each Loan Party shall (and the Borrower shall ensure that each Significant Subsidiary shall) maintain insurance on, and in relation to, its properties with reputable underwriters or insurance companies against those risks and to the extent as is usual for companies carrying on the same or substantially similar business.
Section 5.06     Books and Records; Inspection Rights. Each Loan Party shall (and the Borrower shall ensure that each Significant Subsidiary shall) maintain proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. Each Loan Party shall permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine its books and records, and to discuss its affairs, finances and condition with its officers; provided, however that, unless an Event of Default has occurred and is continuing, the Administrative Agent and the Lenders shall be limited to one such visit or inspection in each Financial Year and (i) such visit or inspection shall be at the sole cost and expense of the Administrative Agent or applicable Lenders (except that the Administrative Agent may make one such visit during each Financial Year and the reasonable cost and expense thereof shall be borne by the Obligors) and (ii) the Loan Parties shall have received reasonable advance notice thereof.
Section 5.07    Compliance with Laws.
(a)    Each Loan Party shall (and the Borrower shall ensure that each Significant Subsidiary shall) comply with all Laws to which it may be subject, if the failure to do so would materially impair any Loan Party’s ability to perform its obligations under the Loan Documents.
(b)    Each Loan Party shall (and the Borrower shall ensure that each of its Subsidiaries shall) comply with all Sanctions Laws, Anti-Corruption Laws and Anti-Money Laundering Laws.
98

(c)    The Loan Parties shall maintain in effect and enforce policies and procedures designed to ensure compliance by the Loan Parties, their Subsidiaries, and each of their respective directors, officers, employees, agents, and representatives with Sanctions Laws and Anti-Money Laundering Laws.
Section 5.08    Environmental Compliance.
Each Loan Party shall (and the Borrower shall ensure that each Significant Subsidiary shall) comply with all Environmental Laws, including by obtaining and maintaining any applicable environmental permits, licenses, or authorizations, except where failure to do so would not reasonably be expected to result in a Material Adverse Effect.
Section 5.09    Legal Fees.
No later than thirty (30) days following the Closing Date, the Borrower shall pay or reimburse or cause to be paid or reimbursed, all legal fees and expenses incurred by the Mandated Lead Arrangers, the ESG Coordinator, the Lenders or the Administrative Agent required to be reimbursed or paid by the Obligors hereunder in connection with the Facility, provided that, invoices for any such fees and expenses shall have been delivered to the Borrower at least five (5) Business Days prior to the Closing Date (otherwise such invoices fees and expenses shall be payable no later than thirty (30) days following delivery of such invoice).
Section 5.10    Pari Passu Ranking
Each Loan Party shall ensure that at all times any unsecured and unsubordinated claims of a Credit Party against it under the Loan Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies.
Section 5.11    Centre of Main Interest and Establishment.
For the purposes of the Recast Regulation, the Borrower’s centre of main interest (as that terms is used in Article 3(1) of the Recast Regulation) is situated in either Luxembourg, Sweden or England and Wales, or for purposes of the CBIR, the Borrower’s centre of main interest (as that term is used in Article 2 (Definitions) of the CBIR) is situated in the United States of America, and the Borrower shall have no “establishment” (as that term is defined in Article 2(10) of the Recast Regulation or Article 2 of the CBIR) in any other jurisdiction.
ARTICLE VI
NEGATIVE COVENANTS
Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees and other Obligations payable hereunder have been paid in full and all Letters of Credit have expired or terminated, in each case, without any pending draw, and all LC Disbursements shall have been reimbursed, each Loan Party (as applicable) covenants and agrees with the Lenders as follows:
Section 6.01 Fundamental Changes, Asset Dispositions. No Loan Party shall, nor shall the Borrower permit any Restricted Subsidiary to, (i) wind up, liquidate or dissolve its affairs, or merge or consolidate with or into any other Person, other than Permitted Reorganizations; or (ii) engage in any Asset Disposition, other than a Permitted Disposal.
99

Section 6.02     Liens. No Loan Party shall, nor shall the Borrower permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind of such Person whether now owned or hereafter acquired, other than Permitted Liens.
Section 6.03    Incurrence of Debt.
(a)    No Loan Party shall, and the Borrower shall not permit any Restricted Subsidiary to, directly or indirectly, incur any Debt; provided that, any Loan Party and any Restricted Subsidiary may incur Debt if at the time of such incurrence after giving effect thereto and to the application of the proceeds thereof, the Total Net Leverage Ratio is less than 3.00:1.00 (the “Debt Incurrence Test”).
(b)    Notwithstanding the limitation in Section 6.03(a), Permitted Debt may be incurred.
Section 6.04    Financial Covenant.
(a)    Total Net Leverage Ratio. Subject to Section 6.04(b), the Borrower will not permit the Total Net Leverage Ratio to exceed 3.50:1.00 as of the last day of any Financial Quarter if, as of such date, the sum of the outstanding Revolving Loans and LC Disbursements exceeds thirty-five percent (35%) of the Commitments then in effect.
(b)    Step-Up Option. Upon the consummation of a Qualified Acquisition and until the completion of the fourth (4th) consecutive full Financial Quarter ending after the closing of such Qualified Acquisition (the “Increase Period”), at the Borrower’s option (with prior written notice to the Administrative Agent), the maximum Total Net Leverage Ratio permitted under Section 6.04(a) shall be temporarily increased to 4.00:1.00 to accommodate permitted Debt associated with such Qualified Acquisition (the “Step-Up Option”); provided that, (i) Increase Periods may not be successive unless the Financial Covenant would have been complied with (calculated without regard to the utilization “trigger” contemplated by Section 6.04(a)) for at least two (2) consecutive Financial Quarters without giving effect to a Step-Up Option and (ii) there shall be a maximum of two (2) Increase Periods in the aggregate during the term of the Facility.
Section 6.05     Transactions with Affiliates. No Loan Party shall (and the Borrower shall not permit any Restricted Subsidiary to) enter into any transaction with any Affiliate of such Person except on arm’s length terms and for Fair Market Value other than (i) loans among members of the Restricted Group; (ii) any Permitted Reorganization to the extent that it only involves members of the Restricted Group; or (iii) fees, costs and expenses payable under the Loan Documents.
Section 6.06    Use of Proceeds; Sanctions Laws; Anti-Money Laundering Laws.
(a)    The Borrower shall not use the proceeds of the Facility or of any Letter of Credit for any purpose other than for financing the working capital and for general corporate purposes of the Borrower and its Restricted Subsidiaries (which shall permit, for the avoidance of doubt (and without limitation), any Investment, acquisition, license, capital expenditure and payment of dividends, in each case to the extent permitted hereunder).
100

(b)    No Loan Party shall, directly or indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any Subsidiary, Joint Venture partner or other Person or entity (i) to fund any activities or business of or with any Designated Person, or in any Sanctioned Country or that would otherwise result in a violation of any Sanctions Laws by any party to the Loan Documents or (ii) in any other manner that would result in a violation of any Sanctions Laws or any Anti-Money Laundering Laws by any party to the Loan Documents, or that could reasonably be expected to cause any party to the Loan Documents to become a Designated Person.
(c)    No Loan Party shall use funds or assets obtained from transactions with or relating to Designated Persons or Sanctioned Countries or otherwise obtained in violation of any Sanctions Laws to pay any amount due pursuant to the Loan Documents.
Section 6.07     Restricted Payments; Use of Proceeds for Dividends The Borrower shall not (a) pay, make or declare any dividend or other distribution to all or any of its shareholders if (i) an Event of Default has occurred and is continuing and (ii) any Borrowing is outstanding under the Facility, or (b) borrow or use the proceeds of the Facility to make or declare any dividend or other distribution to all or any of its equityholders if at such time the Total Net Leverage Ratio is, or would be after giving pro forma effect to such Borrowing and the payment of such dividend or distribution, greater than 3.50:1.00.
Section 6.08    Anti-Corruption Law.
(a)    No Loan Party shall (and the Borrower shall ensure that none of its Subsidiaries shall) directly or indirectly use the proceeds of the Facility for any Prohibited Payment or for any purpose which would breach any Anti-Corruption Law.
(b)    The Loan Parties shall maintain in effect and enforce policies and procedures designed to ensure compliance by the Loan Parties, their Subsidiaries, and each of their respective directors, officers, employees, agents, and representatives with Anti-Corruption Laws.
Section 6.09    Unrestricted Subsidiaries.
(a)    The Borrower may, by delivery of a certificate executed by an Authorized Officer of the Borrower to the Administrative Agent, designate, after the Closing Date, any Subsidiary of the Borrower (including any newly created or acquired Subsidiary) as an “Unrestricted Subsidiary” if, at the time of or after giving effect to such designation: (1) no Default or Event of Default shall exist; (2) the Borrower could incur $1.00 of Debt pursuant to the Debt Incurrence Test; and (3) the aggregate amount of Investments (other than Permitted Investments) by the Borrower and its Restricted Subsidiaries in all Unrestricted Subsidiaries shall not exceed the greater of (x) $950,000,000 or (y) 10% of Total Assets at any time outstanding.
(b) No Loan Party shall (nor shall the Borrower permit any Restricted Subsidiary to) at any time: (1) provide credit support for, subject any of its property or assets (other than Liens over the Capital Stock, Debt and other securities of any Unrestricted Subsidiary securing Debt of that Unrestricted Subsidiary and its Subsidiaries) to the satisfaction of, or guarantee, any Debt of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Debt); (2) be directly or indirectly liable for any Debt of any Unrestricted Subsidiary; (3) be directly or indirectly liable for any Debt which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Debt of any Unrestricted Subsidiary; or (4) make any Investment (other than a Permitted Investment) in any Unrestricted Subsidiary to the extent such Investment, together with the aggregate Investments in all Unrestricted Subsidiaries then outstanding, exceeds the amount set out in Section 6.09(a).
101

(c)    The Borrower may re-designate an Unrestricted Subsidiary as a Restricted Subsidiary (a “Re-designation”) only if all Liens and Debt of such Unrestricted Subsidiary outstanding immediately following such Re-designation if incurred at such time would have been permitted to be incurred for all purposes of this Agreement.
ARTICLE VII
EVENTS OF DEFAULT
Section 7.01    Events of Default.
If any of the following events (“Events of Default”) shall occur:
(a)    any Obligor shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;
(b)    any Obligor shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article VII) payable under any Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five (5) Business Days;
(c)    any representation or warranty made or deemed made by or on behalf of any Loan Party in or in connection with any Loan Document shall prove to have been incorrect in any material respect when made or deemed made; provided that, if any such incorrect representation or warranty is capable of being remedied, it shall not be an “Event of Default” unless such representation or warranty continues unremedied for a period of thirty (30) days following of the earlier of (i) the Administrative Agent giving notice to the Borrower thereof and (ii) a member of the executive committee or a senior member of the treasury department of the Borrower having knowledge thereof;
(d)    any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 5.03(a) or Article VI;
(e)    any Obligor shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clause (a), (b) or (d) of this Article VII), and such failure shall continue unremedied for a period of thirty (30) days following of the earlier of (i) the Administrative Agent giving notice to the Borrower thereof and (ii) a member of the executive committee or a senior member of the treasury department of the Borrower having knowledge thereof;
(f)    any Loan Party or any Restricted Subsidiary shall default in the payment of any Debt when due (after giving effect to any applicable grace period) in an outstanding principal amount equal to or exceeding $100,000,000;
(g)    any event or condition occurs that results in any Debt of any Loan Party or any Restricted Subsidiary in an outstanding principal amount equal to or exceeding $100,000,000 becoming due prior to its scheduled maturity;
102

(h)    an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any Loan Party or any Restricted Subsidiary or its debts, or of a substantial part of its assets, under any Debtor Relief Law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Restricted Subsidiary or for a substantial part of any such Person’s assets, unless such proceeding is discharged, stayed or dismissed within sixty (60) days of the commencement thereof;
(i)    any Loan Party or any Restricted Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Debtor Relief Law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article VII, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Person or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any proceeding described in clause (h) of this Article, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing, except, with respect to any Restricted Subsidiary, in the context of, or in connection with, any Permitted Reorganization;
(j)    any Loan Party or any Restricted Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;
(k)    any attachment, sequestration, distress or execution affects any asset or assets of a Loan Party having a value in excess of $100,000,000 and such attachment, sequestration, distress or execution is not discharged within sixty (60) days or, where the Borrower reasonably believes such action is frivolous, vexatious or without merit, and is challenging such action in good faith, such action is not discharged within 180 days.
(l)    any Loan Party shall fail within sixty (60) days to pay, bond or otherwise discharge any judgments or orders for the payment of money (not covered by insurance as to which the insurer has been notified of such judgment or order and does not dispute payment) which have not been stayed on appeal or otherwise appropriately contested in good faith in an amount which, when added to all other such judgments or orders outstanding against any Loan Party would exceed $100,000,000;
(m)    any Loan Party shall disavow, revoke or terminate (or attempt to terminate), in each case in writing, any Loan Document to which it is a party or shall otherwise challenge or contest in any action, suit or proceeding in any court or before any Governmental Authority the validity or enforceability of any Loan Document; or any Loan Document shall cease to be in full force and effect (except as a result of the express terms hereof or thereof);
(n)    a Change of Control shall occur;
(o)    any Obligor, other than the Borrower, shall cease to be (i) to the extent such Obligor was designated as an Obligor with the consent of Lenders having Credit Exposures and unused Commitments representing at least 75% of the sum of the total Credit Exposures and unused Commitments at such time, pursuant to Section 2.21(c)(i), a wholly-owned Subsidiary of the Borrower or (ii) to the extent such Obligor was designated as an Obligor with the consent of all Lenders, pursuant to Section 2.21(c)(i), a Subsidiary of the Borrower;
103

(p)    if, in any applicable jurisdiction, it becomes unlawful for the Borrower or the Guarantor to perform any of its obligations under the Loan Documents;
(q)    an Obligor repudiates a Loan Document or evidences an intention to repudiate a Loan Document; or
(r)    the authority or ability of any Loan Party or any other member of the Restricted Group to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalization, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in relation to any member of the Restricted Group or any of its assets, where such action has resulted in, or would reasonably be expected to result in, a Material Adverse Effect;
then, and in every such event (other than an event with respect to an Obligor described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Obligors, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Obligors accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Obligors; and in case of any event with respect to an Obligor described in clause (h) or (i) of this Article, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Obligors accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Obligors.
Section 7.02     Distribution of Payments after Event of Default. In the event that following the occurrence and during the continuance of any Event of Default, the Administrative Agent or any Lender, as the case may be, receives any monies in connection with the enforcement of any the Loan Documents, such monies shall be distributed for application as follows:
(a)    First, to the payment of, or (as the case may be) the reimbursement of the Administrative Agent for or in respect of, all reasonable fees, costs, expenses, disbursements and losses which shall have been incurred or sustained by the Administrative Agent in connection with the Facility or the Loan Documents or any transactions contemplated thereby, in each case, to the extent reimbursable or indemnifiable pursuant to the Loan Documents;
(b)    Second, to pay any fees, expense reimbursements, indemnities and other amounts (other than principal, reimbursement obligations in respect of LC Disbursements, interest and Letter of Credit fees) then due to the Lenders from the Obligors, ratably among them in proportion to the respective amounts described in this clause (b) payable to them;
(c)    Third, to pay interest then due and payable on the Loans and unreimbursed LC Disbursements ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (c) payable to them;
104

(d)    Fourth, (i) to prepay principal on the Loans and unreimbursed LC Disbursements ratably and (ii) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrower pursuant to Section 2.06 or 2.20, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (d) payable to them; provided that (x) any such amounts applied pursuant to subclause (ii) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Banks to cash collateralize Obligations in respect of Letters of Credit, (y) subject to Section 2.06 or 2.20, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (d) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be applied in accordance with this Section 7.02;
(e)    Fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent, the Lenders and the Issuing Banks based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and
(f)    Sixth, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by Law.
If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied in the order set forth above.
ARTICLE VIII
THE ADMINISTRATIVE AGENT
Section 8.01     Appointment and Authority. Each of the Lenders and the Issuing Banks hereby irrevocably appoints the Administrative Agent as its agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.
Section 8.02     Rights as a Lender. The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the bank serving as the Administrative Agent hereunder in its individual capacity. Such bank and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, the Obligors or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.
Section 8.03 Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature.
105

Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02 or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law, and (c) except as expressly set forth herein and in the other Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Obligors or any Subsidiaries that is communicated to or obtained by the bank serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.02), or as the Administrative Agent shall believe in good faith shall be necessary, or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Administrative Agent by the Borrower, an Issuing Bank or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Documents, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Defaulting Lenders. Without limiting the generality of the foregoing, the Administrative Agent shall not (i) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Defaulting Lender or (ii) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Defaulting Lender (except for the Administrative Agent’s compliance with its own confidentiality obligations hereunder).
Section 8.04 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, increase, reinstatement or renewal of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, the Administrative Agent may presume that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit.
106

The Administrative Agent may consult with legal counsel (who may be counsel for the Obligors), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.
Section 8.05     Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.
Section 8.06     Resignation of Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) (unless an Event of Default has occurred and is continuing at the time of such appointment in which case only consultation with the Borrower shall be required), to appoint a successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank (which appointment shall be made with the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) (unless an Event of Default has occurred and is continuing at the time of such appointment in which case only consultation with the Borrower shall be required); provided that in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.
If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, with the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) (unless an Event of Default has occurred and is continuing at the time of such appointment in which case only consultation with the Borrower shall be required), appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.
With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) except for any indemnity payments owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and Issuing Bank directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above.
107

Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents. The fees payable by the Obligors to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 10.03 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent.
Section 8.07     Non-Reliance on the Administrative Agent and Other Lenders. Each Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and not investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender and Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Obligors and their Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder and in deciding whether or to the extent to which it will continue as a lender or assign or otherwise transfer its rights, interests and obligations hereunder.
Section 8.08 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to the Borrower, the Administrative Agent (irrespective of whether the principal of any Loan or Letter of Credit shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, Letter of Credit and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Banks and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Issuing Banks and the Administrative Agent under Section 10.03) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and Issuing Bank to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuing Banks, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Section 10.03.
108

Section 8.09     No Other Duties. Anything herein to the contrary notwithstanding, none of the Mandated Lead Arrangers or the     Documentation Agent listed on the cover page hereof, or any other Person given a similar title on Schedule 1 hereof, shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or an Issuing Bank hereunder.
Section 8.10     ESG Coordinator. The ESG Coordinator will not be liable for any action taken by it under or in connection with any Loan Document, unless directly caused by its gross negligence or willful misconduct (as determined by a court of competent jurisdiction by final and non-appealable judgment). No party hereto may initiate or pursue any proceedings against any director, officer, employee, agent, or representative of the ESG Coordinator in respect of any claim against the ESG Coordinator or in respect of any act or omission of any kind by that director, officer, employee, agent, or representative in relation to any Loan Document, and any director, officer, employee, agent, or representative of the ESG Coordinator may rely on this paragraph. The ESG Coordinator shall not act for nor represent the Credit Parties and each Credit Party shall be solely responsible at all times for making its own independent appraisal of and analysis in relation to any sustainable or “ESG” aspects or performance of the Borrower and its Affiliates or with respect to the Facility or this Agreement.
Section 8.11    Erroneous Payments.
(a) If the Administrative Agent (x) notifies a Lender or Issuing Bank, or any Person who has received funds on behalf of a Lender or Issuing Bank (any such Lender, Issuing Bank or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in such notice from the Administrative Agent) received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, Issuing Bank or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof) (provided, that, without limiting any other rights or remedies (whether at law or in equity), the Administrative Agent may not make any such demand under this clause (a) with respect to an Erroneous Payment unless such demand is made within five (5) Business Days of the date of receipt of such Erroneous Payment by the applicable Payment Recipient), such Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 8.11 and held in trust for the benefit of the Administrative Agent, and such Lender or Issuing Bank shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two (2) Business Days thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect . A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.
109

(b)    Without limiting immediately preceding clause (a), each Lender, Issuing Bank or any Person who has received funds on behalf of a Lender or Issuing Bank (and each of their respective successors and assigns), agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in this Agreement or in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender or Issuing Bank, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case:
(i)    it acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error and mistake has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and
(ii)    such Lender or Issuing Bank shall use commercially reasonable efforts to (and shall use commercially reasonable efforts to cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one (1) Business Day of its knowledge of the occurrence of any of the circumstances described in immediately preceding clauses (x), (y) and (z)) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this clause (b).
For the avoidance of doubt, the failure to deliver a notice to the Administrative Agent pursuant to this clause (b) shall not have any effect on a Payment Recipient’s obligations pursuant to clause (a) or on whether or not an Erroneous Payment has been made.
(c)    Each Lender or Issuing Bank hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender or Issuing Bank under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender or Issuing Bank under any Loan Document with respect to any payment of principal, interest, fees or other amounts, against any amount that the Administrative Agent has demanded to be returned under immediately preceding clause (a).
(d) The parties hereto agree that (x) irrespective of whether the Administrative Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights and interests of such Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Lender or Issuing Bank, to the rights and interests of such Lender or Issuing Bank, as the case may be) under the Loan Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”) and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party; provided that this Section 8.11 shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Obligations relative to the amount (and/or timing for payment) of the Obligations that would have been payable had such Erroneous Payment not been made by the Administrative Agent; provided, further, that for the avoidance of doubt, immediately preceding clauses (x) and (y) shall not apply to the extent any such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from, or on behalf of (including through the exercise of remedies under any Loan Document), the Borrower for the purpose of making a payment on the Obligations.
110

(e)    To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including, without limitation, any defense based on “discharge for value” or any similar doctrine.
ARTICLE IX
GUARANTY
Section 9.01     Guaranty by the Guarantor. The Guarantor hereby unconditionally guarantees for the benefit of the Credit Parties, all of the following (collectively, the “Guaranteed Obligations”): (a) all Loans and all other Obligations owing at any time by any Obligor (other than the Borrower), and (b) all reimbursement obligations with respect to Letters of Credit issued for the benefit of any Obligor or any Restricted Subsidiary (other than the Borrower) under this Agreement, and in all cases under subparts (a) or (b) above, whether now existing, or hereafter incurred or arising, including any such interest or other amounts incurred or arising during the pendency of any bankruptcy, insolvency, reorganization, receivership or similar proceeding, regardless of whether allowed or allowable in such proceeding or subject to an automatic stay under Section 362(a) of the Bankruptcy Code. Upon failure by any Obligor (other than the Borrower) to pay punctually any of the Guaranteed Obligations, the Guarantor shall forthwith on demand by the Administrative Agent pay the amount not so paid at the place and in the currency and otherwise in the manner specified in this Agreement or any other applicable agreement or instrument.
Section 9.02     Guaranty Unconditional. The obligations of the Guarantor under this Article IX shall be irrevocable, unconditional and absolute and, without limiting the generality of the foregoing shall not be released, discharged or otherwise affected by the occurrence, one or more times, of any of the following:
(a)    any extension, renewal, settlement, compromise, waiver or release in respect to the Guaranteed Obligations under any agreement or instrument, by operation of law or otherwise;
(b)    any modification or amendment of or supplement to this Agreement, any other Loan Document, or any agreement or instrument evidencing or relating to the Guaranteed Obligations;
(c)    any release, non-perfection or invalidity of any direct or indirect security for the Guaranteed Obligations under any agreement or instrument evidencing or relating to any of the Guaranteed Obligations;
(d) any change in the corporate existence, structure or ownership of any Obligor (other than the Borrower) or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligor (other than the Borrower) or its assets or any resulting release or discharge of any obligation of any Obligor (other than the Borrower) contained in any agreement or instrument evidencing or relating to any of the Guaranteed Obligations;
111

(e)    the existence of any claim, set-off or other rights which the Guarantor may have at any time against any Obligor (other than the Borrower), the Administrative Agent, any Lender, any Affiliate of any Lender or any other Person, whether in connection herewith or any unrelated transactions;
(f)    any invalidity or unenforceability relating to or against any Obligor (other than the Borrower) for any reason of any agreement or instrument evidencing or relating to any of the Guaranteed Obligations, or any provision of applicable Law or regulation purporting to prohibit the payment by any Obligor of any of the Guaranteed Obligations, or any decree or order prohibiting any Obligor from paying, or releasing or discharging the obligation of any Obligor to pay, any of the Guaranteed Obligations; or
(g)    any other act or omission of any kind by any Obligor, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this Article, constitute a legal or equitable discharge of any Obligors’ obligations under this Section, all of which the Guarantor hereby unconditionally waives to the fullest extent permitted by law, other than the payment in full of all Guaranteed Obligations (other than amounts in respect of indemnification, expense reimbursement, tax gross-up or contingent obligations in each case that are owing and with respect to which no claim has been made).
Section 9.03     Waivers. The Guarantor unconditionally waives, to the extent permitted under any applicable Law now or hereafter in effect, insofar as its obligations under this Article IX are concerned, (a) notice of any of the matters referred to in Section 9.02, (b) all notices required by statute, rule of law or otherwise to preserve any rights against the Guarantor hereunder, including, without limitation, any demand, presentment, proof or notice of dishonor or non-payment of any of the Guaranteed Obligations, notice of acceptance of the provisions of this Article IX, notice of the incurrence of any of the Guaranteed Obligations, notice of any failure on the part of any Obligor (other than the Borrower) or any other Person, to perform or comply with any term or provision of this Agreement, any other Loan Document or any other agreement or instrument to which such Obligor or any other Person is a party, or notice of the commencement of any proceeding against any other Person or its any of its property or assets, (c) any right to the enforcement, assertion or exercise against any Obligor (other than the Borrower) or against any other Person or any collateral of any right, power or remedy under or in respect of this Agreement, any other Loan Document or any other agreement or instrument, and (d) any requirement that any such Obligor be joined as a party to any proceedings against the Guarantor or any other Person for the enforcement of any term or provision of this Agreement, any other Loan Documents, the provisions of this Article IX or any other agreement or instrument.
Section 9.04 Guarantor Obligations to Remain in Effect; Restoration. The Guarantor’s obligations under this Article shall remain in full force and effect until the Commitments shall have terminated, and other Guaranteed Obligations, and all other amounts payable by the Obligors (other than the Borrower) under the Loan Documents or any other agreement or instrument evidencing or relating to any of the Guaranteed Obligations (other than amounts in respect of indemnification, expense reimbursement, tax gross-up or contingent obligations, in each case that are owing and with respect to which no claim has been made), shall have been paid in full. If at any time any payment of any of the Guaranteed Obligations is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of any Obligor (other than the Borrower), the Guarantor’s obligations under this Article IX with respect to such payment shall be reinstated at such time as though such payment had been due but not made at such time.
112

Section 9.05     Waiver of Acceptance, etc. The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any other Obligor or any other Person, or against any collateral or guaranty of any other Person.
Section 9.06     Subrogation. Until the payment in full of all of the Obligations (other than amounts in respect of indemnification, expense reimbursement, tax gross-up or contingent obligations, in each case that are owing and with respect to which no claim has been made) and the termination of the Commitments hereunder, the Guarantor shall have no rights, by operation of law or otherwise, upon making any payment under this section to be subrogated to the rights of the payee against any other Obligor with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by any such Obligor in respect thereof.
Section 9.07    Effect of Stay. In the event that acceleration of the time for payment of any amount payable by any Obligor under any of the Guaranteed Obligations is stayed upon insolvency, bankruptcy or reorganization of such Obligor, all such amounts otherwise subject to acceleration under the terms of any applicable agreement or instrument evidencing or relating to any of the Guaranteed Obligations shall nonetheless be payable by the Guarantor under this Article IX forthwith on demand by the Administrative Agent.
ARTICLE X
MISCELLANEOUS
Section 10.01     Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein or in any other Loan Document shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by electronic mail or by telecopy, as follows:
(i)    If to the Borrower, the Guarantor, any other Obligor or the Administrative Agent, to it at its address (or electronic mail address or telecopy number) set forth on Schedule III; and
(ii)    if to any other Lender, to it at its address (or electronic mail address or telecopy number) set forth in its Administrative Questionnaire.
Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through Electronic Systems, to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).
(b)    Notices and other communications to the Lenders and the Issuing Banks hereunder may be delivered or furnished by using Electronic Systems pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II
113

unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent and each Loan Party may, in each of their respective discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.
Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, electronic mail or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.
(c)    Any party hereto may change its address, electronic mail address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.
(d)    Electronic Systems.
(i)    Each Obligor agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available to the Issuing Banks and the other Lenders by posting the Communications on Debtdomain, Intralinks, Syndtrak, ClearPar or a substantially similar Electronic System (the “Platform”).
(ii)    Any Electronic System used by the Administrative Agent is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or any Electronic System. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Loan Party, any Lender, any Issuing Bank or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Loan Party’s or the Administrative Agent’s transmission of communications through an Electronic System. “Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or any Issuing Bank by means of electronic communications pursuant to this Section, including through an Electronic System.
(e)    The Borrower hereby acknowledges that (1) the Administrative Agent, the Mandated Lead Arrangers or the ESG Coordinator will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by
114

posting the Borrower Materials on the Platform and (2) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will, upon the Administrative Agent’s reasonable request, identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Mandated Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its respective Affiliates or Subsidiaries or its or their respective securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent, the Mandated Lead Arrangers and the ESG Coordinator shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”
Section 10.02     Waivers; Amendments. (a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless such waiver or consent, as applicable, shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance, amendment, renewal or extension of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No waiver or consent by the Administrative Agent, the Lenders or any Issuing Bank, nor any notice or demand on the Borrower, in any case shall entitle the Borrower to any other or further waiver, consent, notice or demand in similar or other circumstances.
(b) Subject to Section 2.20(b), neither any Loan Document nor any provision thereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Obligors and the Required Lenders or by the Obligors and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (a) change the required percentage set forth in the definition of “Required Lenders”; (b) provide for an extension to the date of payment of any amount under this Agreement; (c) provide for an increase or a reduction in the Applicable Margin or an increase or a reduction in the amount of any payment of principal, interest, fees or any other amount payable to any Lender (provided that, only the Required Lenders’ consent shall be required to amend the rate charged pursuant to Section 2.13(c) or waive the obligation to pay interest at such rate, or amend any Financial Covenant even if the effect is to reduce the rate of interest or the amount of any fee payable under this Agreement); (d) change the currency of payment of any amount under this Agreement; (e) change or extend any Commitment under the Facility; (f) substitute or release any Obligor other than as permitted under this Agreement; (g) change Sections 2.18(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby; (h) waive any condition set forth in Section 4.01, (i) change Section 10.09(a) in a manner that would alter the governing law of this Agreement, (j) amend any provision of this Agreement that expressly requires the consent of all Lenders, and (k) change the definition of “Applicable Percentage”, shall be made without also obtaining the prior consent of, in the case of (a), (f), (g), (h), (i) and (j), all Lenders and, in the case of (b), (c), (d), (e) and (k), each directly and adversely affected Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, any Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, such Issuing Bank or the Swingline Lender, as the case may be.
115

(c)    Notwithstanding anything herein to the contrary, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent that by its terms requires the consent of all the Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended, or the maturity of any of its Loan may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the consent of such Defaulting Lender and (y) any amendment, waiver or consent requiring the consent of all the Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than the other affected Lenders shall require the consent of such Defaulting Lender.
(d)    Notwithstanding anything herein to the contrary, if the Administrative Agent and the Borrower shall have jointly identified an obvious error, ambiguity omission, defect or inconsistency or any error or omission of a formal, minor, operational or technical nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision, and, in each case, such amendment shall become effective without any further action or consent of any other party to any Loan Document; provided that the Administrative Agent shall notify the Required Lenders of such amendment as soon as practicable thereafter.
Section 10.03 Expenses; Indemnity; Damage Waiver. (a) The Borrower shall pay: (i) all reasonable and documented out of pocket expenses incurred by the Administrative Agent, the Lenders, the Mandated Lead Arrangers and the ESG Coordinator in connection with the preparation, documentation, negotiation, execution and delivery of the Loan Documents, including, but not limited to, travel expenses, drafting and printing of the marketing materials, the reasonable fees, charges and disbursements of one outside counsel for the Administrative Agent, the Mandated Lead Arrangers and the ESG Coordinator, provided that, each of the Administrative Agent, each Lender, the ESG Coordinator and each Mandated Lead Arranger acknowledges and agrees that (x) any such out-of-pocket expenses (excluding, for the avoidance of doubt, fees, costs and expenses of counsel (which shall be subject to clause (ii) of this Section 10.03(a)) and any costs related to Debtdomain or any other similar electronic platform) exceeding $5,000 (individually or in the aggregate) incurred by the Mandated Lead Arrangers or their respective Affiliates in connection with the syndication of the Facility prior to the Closing Date shall be approved by the Borrower (such approval not to be unreasonably withheld, conditioned or delayed), and (y) the obligation to reimburse the Administrative Agent, the Lenders and the Mandated Lead Arrangers for the costs and expenses of counsel incurred in connection with the preparation, negotiation and execution of the Loan Documents shall be subject to the agreements with respect thereto among the Borrower, the Administrative Agent, the Mandated Lead Arrangers and such counsel (as applicable); (ii) all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent, any Issuing Bank, the ESG Coordinator or any Lender, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, the Issuing Banks, the ESG Coordinator or the Lenders (which shall be limited to one outside counsel in each relevant jurisdiction), in connection with (x) the Facility or any amendment, supplement, modification, waiver or consent related thereto or (y) the issuance, amendment, renewal or extension of any Letter of Credit, in each case subject to an agreement with the Borrower with respect to the amount of such costs and expenses; and (iii) all costs and expenses incurred by the Administrative Agent, any Issuing Bank or any Lender (including documented external counsel fees and out-of-pocket expenses), if any, in connection with the preservation of rights under or with respect to, or enforcement of, this Agreement (whether through negotiations, legal proceedings or otherwise), including the enforcement of the reimbursement rights under this Section 10.03 and in connection with any workout or restructuring in respect of the Loans or Letters of Credit.
116

(b)    Each Obligor (severally and not jointly in the case of each Obligor other than the Borrower) shall indemnify the Administrative Agent, each Issuing Bank, the ESG Coordinator, the Documentation Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of any actual or prospective claim, litigation, investigation or proceeding in any way relating to, arising out of, in connection with or by reason of (whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding)) (i) the execution, delivery or performance of any Loan Document or any agreement or instrument contemplated hereby or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Commitment, Loan or Letter of Credit or the use of the proceeds therefrom or (iii) any actual or alleged presence or Release of Hazardous Materials on or from any property owned or operated by the Borrower or its Subsidiaries and any other Environmental Liability related in any way to the Borrower or any of its Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) result from the gross negligence, bad faith or willful misconduct of such Indemnitee (or any of its Related Parties) or from the material breach by such Indemnitee (or any of its Related Parties) of any obligation under the Loan Documents, in each case, as determined by a court of competent jurisdiction by final and non-appealable judgment or (y) result from a dispute solely among Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as the Administrative Agent, Mandated Lead Arranger, ESG Coordinator, Documentation Agent or similar role under the Loan Documents) and not arising out of any act or omission by any Obligor or any of its Affiliates. This Section 10.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.
(c) To the extent that any Obligor fails to pay any amount required to be paid by it to the Administrative Agent under paragraph (a) or (b) of this Section, and without limiting such Obligor’s obligation to do so, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro-Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such. To the extent that any Obligor fails to pay any amount required to be paid by it to the applicable Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the applicable Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the applicable Issuing Bank or the Swingline Lender in its capacity as such.
117

(d)    To the fullest extent permitted by applicable Law, no party hereto shall assert, or permit any of their Affiliates or Related Parties to assert, and each such party hereby waives, any claim against any other party hereto or any Indemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems (including the Internet, the Platform or any other customary electronic platform or messaging service); provided that such waiver shall not, as to any Person, be available to the extent that such damages are determined by a court of competent jurisdiction by final, non-appealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of, or a breach of the Loan Documents by, such Person or its Affiliates or Related Parties, or (ii) on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, any Loan Document or any agreement or instrument contemplated thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this clause (d) shall relieve the Obligors of any obligation they may have to indemnify or reimburse an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party.
(e)    All amounts due under this Section shall be payable promptly after written demand therefor.
Section 10.04     Successors and Assigns.
(a)    The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Bank that issues any Letter of Credit), except that (i) no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Loan Party without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.
(b)    (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign all or a portion of its rights and obligations under the Loan Documents (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of:
(A) the Borrower, provided that, no consent of the Borrower shall be required for an assignment to (i) an Initial Lender, (ii) an Affiliate of an Initial Lender that will not increase the payments due from the Obligors under Sections 2.15 and 2.17, (iii) any other Lender previously approved by the Borrower or (iv) if an Event of Default has occurred and is continuing at the time of such assignment, to any other assignee, but the Administrative Agent shall nonetheless send notice of such assignment to the Borrower; and provided, further, that Borrower’s failure to consent to an assignment to (i) a Fund (excluding any Fund that is a Lender previously approved by the Borrower), (ii) to any assignee that is reasonably expected to increase the payments due from the Obligors under Section 2.15 or 2.17 or (iii) a competitor of the Borrower and its Subsidiaries (or an Affiliate of any such competitor), in each case, shall not be deemed to be unreasonably withheld; and
118

(B)    the Administrative Agent, the Issuing Banks and the Swingline Lender, provided that no such consent shall be required for an assignment of any Commitment to an assignee that is a Lender or an Affiliate of a Lender with a Commitment immediately prior to giving effect to such assignment.
(ii)    Assignments shall be subject to the following additional conditions:
(A)    except in the case of an assignment to a Lender, an Affiliate of a Lender or of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $10,000,000, unless the Borrower and the Administrative Agent otherwise consent;
(B)    each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement (including with respect to its participations in any outstanding Letters of Credit and Swingline Loans);
(C)    the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided, that the Administrative Agent may, in its sole discretion, elect to waive such proceeding and recordation fee in the case of any assignment; and
(D)    the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts at such assignee to whom all syndicate-level information (which may contain material non-public information about the Obligors and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable Laws, including Federal and state securities Laws.
(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of (and subject to the obligations and limitations of) Sections 2.15, 2.16, 2.17 and 10.03 and any fees payable hereunder that have accrued for such Lender’s account but have not yet been paid). Upon the surrender, destruction or marking conspicuously as “cancelled” by the assigning Lender of its Note, if any (which each Lender shall undertake upon request), the applicable Obligors shall execute and deliver a Note to the assignee Lender upon request. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.
119

(iv)    The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Obligors, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Obligors, the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Obligors, any Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
(v)    Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.05(c), Section 2.06(d), Section 2.06(e), Section 2.07(b), Section 2.18(d) or Section 10.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.
(c)    Any Lender may, without the consent of the Obligors, the Administrative Agent, the Issuing Banks or the Swingline Lender, sell participations to one or more Persons (other than the Borrower or any of its Affiliates, or a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person)) (a “Participant”), in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged; (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and (C) the Obligors, the Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 10.02(b) that directly and adversely affects such Participant. The Obligors agree
120

that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the requirements and limitations therein, including the requirements under Section 2.17(f) (it being understood that the documentation required under Section 2.17(f) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Section 2.19 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 2.15 or 2.17, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Obligors’ request and expense, to use reasonable efforts to cooperate with the Obligors to effectuate the provisions of Section 2.19(b) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.18(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Obligors, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
Any Lender may, without the consent of the Borrower or the Administrative Agent, at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank or any other central bank; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
Section 10.05     Survival. All covenants, agreements, representations and warranties made by the Obligors in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to any Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or Event of Default at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 10.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof.
121

Section 10.06     Counterparts; Integration; Effectiveness; Electronic Execution. (a) This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
(b)     Delivery of an executed counterpart of a signature page of this Agreement by telecopy, facsimile, electronic mail (including pdf) or any other electronic means complying with the U.S. federal ESIGN Act of 2000 or the New York State Electronic Signatures and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable Law. For the avoidance of doubt, the foregoing also applies to any amendment, extension or renewal of the agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Each of the parties hereto represents and warrants to the other party/ies that is has the corporate capacity and authority to execute this Agreement through electronic means and there are no restrictions for doing so in that party’s constitutive documents.
Section 10.07     Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
Without limiting the foregoing provisions of this Section, if and to the extent that the enforceability of any provision of this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, any Issuing Bank or any Swingline Lender, as applicable, then such provision shall be deemed to be in effect only to the extent not so limited.
Section 10.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other matured obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Obligors against any of and all the matured obligations of the Obligors now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness.
122

The applicable Lender and applicable Issuing Bank shall notify the Borrower and the Administrative Agent in writing of such setoff and application; provided that any failure to give or any delay in giving such notice shall not affect the validity of any such setoff and application under this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.
Section 10.09     Governing Law; Jurisdiction; Consent to Service of Process.
(a)    This Agreement and the other Loan Documents and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (in each case, except as expressly set forth in any other Loan Document) shall be construed in accordance with and governed by the law of the State of New York.
(b)    Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County, Borough of Manhattan, and of the United States District Court for the Southern District of New York sitting in New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in any Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to any Loan Document against any Obligor or its properties in the courts of any jurisdiction.
(c)    Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to any Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
(d)    Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.01. Nothing in any Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.
EACH LOAN PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT SERVICE OF ALL WRITS, PROCESS AND SUMMONSES IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN THE STATE OF NEW YORK MAY BE MADE UPON CT CORPORATION SYSTEM, AT 28 LIBERTY STREET, NEW YORK, NEW YORK 10005, UNITED STATES OF AMERICA (THE “PROCESS AGENT”) AND EACH LOAN PARTY HEREBY CONFIRMS AND AGREES THAT THE PROCESS AGENT HAS BEEN DULY AND IRREVOCABLY APPOINTED (AND HAS ACCEPTED ITS APPOINTMENT) AS ITS RESPECTIVE AGENT TO ACCEPT SUCH SERVICE OF ANY AND ALL SUCH WRITS, PROCESSES AND SUMMONSES, AND AGREES THAT THE FAILURE OF THE PROCESS AGENT TO GIVE ANY NOTICE OF ANY SUCH SERVICE OF PROCESS TO ANY LOAN PARTY SHALL NOT IMPAIR OR AFFECT THE VALIDITY OF SUCH SERVICE OR OF ANY JUDGMENT BASED THEREON.
123

IF THE PROCESS AGENT SHALL CEASE TO SERVE AS AGENT FOR THE LOAN PARTIES, EACH OF THE LOAN PARTIES SHALL PROMPTLY APPOINT A SUCCESSOR AGENT SATISFACTORY TO THE ADMINISTRATIVE AGENT. EACH LOAN PARTY HEREBY FURTHER AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
Section 10.10     WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
Section 10.11     Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.
Section 10.12 Confidentiality. Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, partners, employees, agents, including accountants, legal counsel and other advisors and independent auditors (collectively, the “Representatives”) (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) upon the request or demand of any governmental agency or regulatory authority (including any self-regulatory authority) having jurisdiction over such Person or any of its Affiliates; provided that, in each case, such Person agrees, except with respect to any audit or examination conducted by bank accountants or any regulatory authority or self-regulatory authority exercising examination or regulatory authority, to the extent permitted by Law (in which case the disclosing party shall inform the Borrower promptly thereof to the extent practicable and permitted by applicable Law), (c) pursuant to the order of any court or administrative agency in, or to the extent reasonably necessary in connection with, any pending legal, judicial or administrative proceeding, or otherwise as required by applicable Law, rule or regulation or by any subpoena or similar legal process (in which case the disclosing party shall inform the Borrower promptly thereof to the extent practicable and permitted by applicable Law), (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or prospective Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Obligors and their obligations under the Loan Documents, (g) with the consent of the Borrower, (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section, (ii) becomes available to the Administrative Agent, any Issuing Bank or any Lender on a non-confidential basis from a source other than a Loan Party or (iii) to the extent that such Information is independently developed by the Administrative Agent or the Lenders without the using or otherwise reflecting of such Information or (i) on a confidential basis to the CUSIP bureau in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the Facility.
124

In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and publicly available information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to the Mandated Lead Arrangers and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments and the Borrowings hereunder. The Administrative Agent and Lenders shall also have permission to use the names and logos of the Loan Parties in the Administrative Agent’s or their respective affiliates’ marketing materials, subject to the Borrower’s prior written consent (not to be unreasonably withheld, conditioned or delayed). For the purposes of this Section, “Information” means all information received from a Loan Party relating to the Loan Parties or their business, other than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by a Loan Party; provided that, in the case of information received from a Loan Party after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
Section 10.13     Material Non-Public Information.
(a)    EACH LENDER ACKNOWLEDGES THAT INFORMATION (AS DEFINED IN SECTION 10.12) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.
(b)    ALL INFORMATION NOT MARKED “PUBLIC”, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY A LOAN PARTY OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE LOAN PARTIES AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.
Section 10.14 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable Law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable Law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate.
125

To the extent lawful, the interest and Charges that would have been paid in respect of such Loan but were not paid as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the amount collectible at the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate for each day to the date of repayment, shall have been received by such Lender. Any amount collected by such Lender that exceeds the maximum amount collectible at the Maximum Rate shall be applied to the reduction of the principal balance of such Loan or refunded to the Borrower so that at no time shall the interest and charges paid or payable in respect of such Loan exceed the maximum amount collectible at the Maximum Rate.
Section 10.15     Judgment Currency.
(a)    If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum owing hereunder in one currency into another currency, each party hereto agrees, to the fullest extent that it may effectively do so, that the rate of exchange used shall be that at which, in accordance with normal banking procedures in the relevant jurisdiction, the first currency could be purchased with such other currency on the Business Day immediately preceding the day on which final judgment is given.
(b)    If any party hereto or any holder of any obligation owing hereunder (the “Applicable Creditor”) obtains a judgment or judgments against a Loan Party in a foreign currency, any Dollar-denominated obligations of such Loan Party in respect of any sum adjudged to be due to the Applicable Creditor hereunder (the “Judgment Amount”) shall be discharged only to the extent that, on the Business Day following receipt by the Applicable Creditor of the Judgment Amount in such foreign currency, the Applicable Creditor, in accordance with normal banking procedures in the relevant jurisdiction, may purchase Dollars with the Judgment Amount in such foreign currency. If the amount of Dollars so purchased is less than the amount of Dollars that could have been purchased with the Judgment Amount on the date or dates the Judgment Amount was originally due and owing (the “Original Due Date”) to the Applicable Creditor (the “Loss”), each applicable Loan Party agrees as a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Creditor against the Loss, and if the amount of Dollars so purchased exceeds the amount of Dollars that could have been purchased with the Judgment Amount on the Original Due Date, the Applicable Creditor agrees to remit such excess to the Loan Parties (as applicable). The obligations of the Loan Parties under this Section 10.15 shall survive the termination of this Agreement and the payment of all other amounts owing hereunder.
(c)    Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Loan Documents in a currency or currency unit other than that in which it is expressed to be payable.
Section 10.16 Waiver of Immunity. Each of the Loan Parties acknowledges and agrees that the activities contemplated by the provisions of the Loan Documents are commercial in nature rather than governmental or public and therefore acknowledges and agrees that such Loan Party is not entitled to any right of immunity on the grounds of sovereignty or otherwise with respect to such activities or in any legal action or proceeding arising out of or relating to the Loan Documents. To the extent permitted by applicable Law, each Loan Party, in respect of itself, its process agents and its properties (including its Subsidiaries) and revenues, expressly and irrevocably waives any such right of immunity which may now or hereafter exist (including any immunity from the jurisdiction of any court or from any suit, execution, attachment (whether provisional or final, in aid of execution, prior to judgment or otherwise) or other legal process (including in any jurisdiction where immunity (whether or not claimed) may be attributed to it or its assets)) or claim thereto which may now or hereafter exist and irrevocably agrees not to assert any such right or claim of immunity in any such action or proceeding to the fullest extent permitted now or in the future by the laws of any such jurisdiction.
126

The Loan Parties agree that the waivers set forth in this Section 10.24 shall have the fullest effect permitted under applicable Law, including the Foreign Sovereign Immunities Act of 1976 of the United States of America (28 U.S.C. §§1602-1611) (the “FSIA”), and are intended to be irrevocable and not subject to withdrawal for purposes of the FSIA.
Section 10.17     USA PATRIOT Act. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each Loan Party that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”) and the requirements of the Beneficial Ownership Regulation, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name, address and tax identification number of such Loan Party and other information that will allow such Lender or Administrative Agent, as applicable, to identify each Loan Party in accordance with the PATRIOT Act and the Beneficial Ownership Regulation.
Section 10.18     No Advisory or Fiduciary Responsibility. In connection with all aspects of the Transactions (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Loan Parties and their Affiliates, on the one hand, and the Administrative Agent, the Mandated Lead Arrangers, the ESG Coordinator and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions; (ii) (A) the Administrative Agent, each Mandated Lead Arranger, the ESG Coordinator and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for any Loan Party, its stockholders or any of its Affiliates (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters), or any other Person and (B) neither the Administrative Agent, any Mandated Lead Arranger, the ESG Coordinator, the Documentation Agent nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the Transactions except those obligations (if any) expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Mandated Lead Arrangers, the ESG Coordinator, the Documentation Agent and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve economic interests that conflict with those of and the Loan Parties, their stockholders and/or their Affiliates, and neither the Administrative Agent, any Mandated Lead Arranger, the ESG Coordinator, the Documentation Agent nor any Lender has any obligation to disclose any of such interests to the Loan Parties or any of their respective Affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender on the one hand, and such Loan Party, its stockholders or its Affiliates, on the other. To the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, each of the Mandated Lead Arrangers, the ESG Coordinator, the Documentation Agent, any Lender or the respective Affiliates of each of the foregoing with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
127

Section 10.19     Acknowledgment and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a)    the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and
(b)    the effects of any Bail-In Action on any such liability, including, if applicable:
(i)    a reduction in full or in part or cancellation of any such liability;
(ii)    a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or
(iii)    the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.
The provisions of this Section 10.19 are intended to comply with, and shall be interpreted in light of, Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union.
Section 10.20     Electronic Execution of Assignments and Certain Other Documents. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any Loan Document or other document to be signed in connection with this Agreement and the Transactions (including without limitation Assignment and Assumptions, amendments or other modifications hereof, or Borrowing Requests, Letter of Credit Requests, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act or any other similar state laws based on the Uniform Electronic Transactions Act. Each of the parties hereto represents and warrants to the other party/ies that is has the corporate capacity and authority to execute such Loan Document through electronic means and there are no restrictions for doing so in that party’s constitutive documents.
[Signature pages follow]

128

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.
MILLICOM INTERNATIONAL CELLULAR
S.A., as Borrower and Guarantor


By:                        
Name:
Title:

By:                        
Name:
Title:


THE BANK OF NOVA SCOTIA, as Lender, Swingline Lender, Issuing Bank and Administrative Agent


By:                        
Name:
Title:


BGL BNP PARIBAS S.A., as Lender and Issuing Bank


By:                        
Name:
Title:

By:                        
Name:
Title:


DNB BANK ASA, SWEDEN BRANCH, as ESG DNB SWEDEN AB, as Lender
Coordinator


By:                        
Name:
Title:

[Signature Page – Credit Agreement]

By:                        
Name:
Title:


By:                        
Name:
Title:

By:                        
Name:
Title:


BANCO BILBAO VIZCAYA ARGENTARIA, S.A., LONDON BRANCH, as Lender

By:                        
Name:
Title:


BANCO SANTANDER S.A., as Lender

By:                        
Name:
Title:


BANK OF AMERICA, N.A., as Lender

By:                        
Name:
Title:


CITIBANK N.A., JERSEY BRANCH, as Lender GOLDMAN SACHS BANK USA, as Lender

By:                        
Name:
Title:


[Signature Page – Credit Agreement]

CREDIT SUISSE AG, CAYMAN ISLANDS
BRANCH, as Lender

By:                        
Name:
Title:

By:                        
Name:
Title:



By:                        
Name:
Title:


J.P. MORGAN SE, as Issuing Bank

By:                        
Name:
Title:


J.P. MORGAN SECURITIES PLC, as Lender

By:                        
Name:
Title:


MORGAN STANLEY SENIOR FUNDING, INC., as Lender

By:                        
Name:
Title:


[Signature Page – Credit Agreement]

Schedule I
Lenders and Commitments

Lender
Commitment
Letter of Credit Commitment
The Bank of Nova Scotia
$75, 000,000.00
$33,333,334
BANCO BILBAO VIZCAYA ARGENTARIA, S.A., LONDON BRANCH

$35, 000,000.00


$33,333,333N/A
BANCO DE OCCIDENTE S.A.

$10, 000,000.00

N/A
BANCO SANTANDER S.A.

$55, 000,000.00

N/A
J.P. Morgan Securities plcBANK OF AMERICA N.A.
$45,000,000.00
N/A
BGL BNP PARIBAS S.A.
$50,000,000.00
$33,333,333
CITIBANK, N.A. JERSEY BRANCH
$55,000,000.00
N/A
DNB SWEDEN AB
$55, 000,000.00
N/A
GOLDMAN SACHS BANK USA
$55,000,000.00

N/A
J.P. MORGAN SECURITIES PLC
$55, 000,000.00
N/A
Schedule I - 1

J.P. MORGAN SE
N/A
$33,333,333
MIZUHO BANK, LTD.
$55, 000,000.00

N/A
MORGAN STANLEY SENIOR FUNDING INC.
$55, 000,000.00
N/A
Total:
$600,000,000
 $100,000,000



Schedule I - 2

Schedule II
ESG Targets
For purposes of this Schedule II, “Group” means the Borrower and its operating Subsidiaries in Latin America (solely for purposes of ESG Target 1, other than any Subsidiaries in Guatemala), collectively.
ESG TARGET 1: CONSUMER PREMISES EQUIPMENT (“CPE”) – END-TO-END RECOVERY FOR THE GROUP (“ESG TARGET 1”)
Reducing the Group’s environmental footprint and conserving natural resources is a strategic imperative for the Group. One of the strategies that the Group has implemented to impact its environmental footprint is the recovery of CPE units that can be repaired and reused in the Group’s network or recycled to reduce waste and save costs. Through the Group’s reverse logistics and E-waste recycling program, the Group recovers CPE units as customers upgrade or discontinue services. The Group’s approach is threefold:
•Reduce the need for new pieces of CPE and thereby avoid the cost and energy consumption associated with manufacturing new equipment;
•Reuse items recovered from customers due to service termination or upgrade; and
•Recycle as much of the Group’s CPE as possible at the end of the useful life.

During the Financial Year 2019, the Group recovered approximately 69% of CPE units.
The table below sets forth the target annual CPE unit recovery percentages for the Financial Years 2021 through 2024 (the “ESG Target 1 Annual Target”):
Financial Year
ESG Target 1 Annual Target
2021
≥72%
2022
≥73%
2023
≥75%
2024
≥76%

With respect to any Financial Year listed in the table above, compliance with the ESG Target 1 Annual Target will be measured as a fraction (expressed as a percentage), the numerator of which is the number of CPEs that have been collected, processed in the lab and confirmed to have been recovered as of December 31 of such Financial Year (which will be reused by the Group), and the denominator of which is the total number of CPEs used by the Group as of December 31 of such Financial Year (“CPE Recovery Approach Metric”).
ESG TARGET 2: SUPPLIER CORPORATE RESPONSIBILITY TRAINING PROGRAM (“ESG TARGET 2”)
As part of its corporate responsibility plan, the Group trains its suppliers on corporate responsibility issues including health and safety, anti-corruption, compliance, fair labor, ethics, eco-efficiency and child rights (the “Supplier CR Training Program”). The suppliers receive training aimed at identifying risks and developing action plans to help improve their corporate responsibility performance over time.
Schedule II - 1

The Group measures their progress on corrective action plans through a sustainable procurement platform and audits. While the Supplier CR Training Program is open to all of the Group’s suppliers, for purposes of ESG Target 2, only suppliers on which the Group spends an excess of $1 million are included (the “ESG Target 2 Suppliers”).
During the Financial Year 2019, 42 out of 250 of the ESG Target 2 Suppliers participated in the Supplier CR Training Program.
The table below sets forth the target annual Supplier CR Training Program participation of ESG Target 2 Suppliers (expressed in percentages) for the Financial Years 2021 through 2024 (the “ESG Target 2 Annual Target”):
Financial Year
ESG Target 2 Annual Target
2021
≥75%
2022
≥85%
2023
100%
2024
100%

With respect to any Financial Year listed in the table above, compliance with the ESG Target 2 Annual Target will be measured as a fraction (expressed as a percentage), the numerator of which is the number of ESG Target 2 Suppliers that participated in the Supplier CR Training Program as of December 31 of such Financial Year, and the denominator of which is the total number of ESG Target 2 Suppliers for such Financial Year as of December 31 of such Financial Year (the “Supplier CR Training Program Metric”).
ESG TARGET 3: TRAIN WOMEN THROUGH THE DIGITAL INCLUSION PROGRAM (“ESG TARGET 3”)
In an effort to reduce the gender gap in the use of mobile technology and to bring women into the digital ecosystem, the Group trains women on digital literacy and entrepreneurship to empower them and improve their levels of income. Through the Group’s Conectadas digital and financial inclusion program (the “Conectadas Program”), which is supported in partnership with non-profit organizations, women throughout Latin America learn internet and mobile technology skills as well as how to obtain microfinancing for their small-business ventures.
During the Financial Year 2020, 150,000 women were trained in the Conectadas Program.
The table below sets forth the target annual participation in the Conectadas Program (expressed in the total number of women that the Group expects to train each Financial Year) for the Financial Years 2021 through 2024 (the “ESG Target 3 Annual Target”):
Schedule II - 2

Financial Year
ESG Target 3 Annual Target
2021
≥95,000
2022
≥97,000
2023
≥99,000
2024
100,000

With respect to any Financial Year listed in the table above, compliance with the ESG Target 3 Annual Target will be measured by the total number of women who have been trained in the Conectadas Program for such Financial Year as of December 31 of such Financial Year (the “Conectadas Program Metric”).
ESG TARGET 4: TRAIN TEACHERS THROUGH OUR MAESTR@S CONECTAD@S PROGRAM (“ESG TARGET 4”)
In response to the challenges that the Covid-19 pandemic poses for education, the Group launched the Maestr@s Conectad@s Program (“MCP”), a program specifically designed to train teachers in the use of digital education tools, free of cost.
During the course of Financial Year 2020, approximately 140,000 teachers have been enrolled in the MCP. Because this is a new program no annual baseline or historic information is available.
The table below sets forth the target annual participation in the MCP (expressed in the total number of teachers that the Group expects to train each Financial Year) for the Financial Years 2021 through 2024 (the “ESG Target 4 Annual Target”):
Financial Year
ESG Target 4 Annual Target
2021
≥80,000
2022
≥82,000
2023
≥84,000
2024
≥86,000

With respect to any Financial Year listed in the table above, compliance with the ESG Target 4 Annual Target will be measured by the total number of teachers trained in the MCP for such Financial Year as of December 31 of such Financial Year (the “MCP Metric”).

Schedule II - 3

Schedule III
Administrative Agent’s Office, Certain Addresses for Notices
If to the Borrower or to the Guarantor, to it, at:
Millicom International Cellular S.A.
2, rue du Fort Bourbon
L-1249, Luxembourg Grand Duchy of Luxembourg
Attention: Office of the General Counsel
Email: [***]; [***]
If to any other Obligor, to it, at the notice address notified in writing to the Administrative Agent on or prior to the date on which it becomes a party hereto, with copy to:
Millicom International Cellular S.A.
2, rue du Fort Bourbon
L-1249, Luxembourg Grand Duchy of Luxembourg
Attention: Office of the General Counsel
Email: [***]; [***]
If to the Administrative Agent, to it, at:
The Bank of Nova Scotia
Global Wholesale Operations
720 King Street West, 4th Floor
Toronto, Ontario, Canada M5V 2T3
Attention: Tyrone Nicholson
Email: [***] and [***]
with a copy to (which shall not constitute notice for the purposes of Section 10.01):
Allen & Overy Shearman Sterling LLP
599 Lexington Avenue New York, NY 10022
Attention: Todd Koretzky
Email: [***]
If to the Issuing Banks, to each, at:
BGL BNP Paribas S.A.
50 Avenue J.F. Kennedy
Luxembourg, Luxembourg L-2951
Attention: Antonio Leitao
Email: [***] and [***]
The Bank of Nova Scotia Global Wholesale Operations 720 King Street West, 4th Floor Toronto, Ontario, Canada M5V 2T3 Attention: Tyrone Nicholson Email: [***] and [***]
Schedule III - 1

JPMorgan Chase Bank N.A.
1 Chaseside, Bournemouth. UK BH7 7DA
Attention: Global Trade Services
Email: [***] (Issuance requests) with copy to [***]
If to the Swingline Lender, to it, at:
The Bank of Nova Scotia
Global Wholesale Operations
720 King Street West, 4th Floor
Toronto, Ontario, Canada M5V 2T3
Attention: Tyrone Nicholson
Email: [***] and [***]


Schedule III - 2

ANNEX I
Lenders and Commitments
(as of the Amendment No. 2 Effective Date)

Lender
Extending Commitment
Non-Extending Commitment
Letter of Credit Commitment
The Bank of Nova Scotia
$75,000,000.00
N/A
$33,333,334
BANCO BILBAO VIZCAYA ARGENTARIA, S.A., LONDON BRANCH
N/A
$35,000,000.00
N/A
BANCO SANTANDER S.A.
$55,000,000.00
N/A
N/A
BANK OF AMERICA N.A.
$55,000,000.00
N/A
N/A
BGL BNP PARIBAS S.A.
$50,000,000.00
N/A
$33,333,333
CITIBANK, N.A. JERSEY BRANCH
$55,000,000.00
N/A
N/A
DNB SWEDEN AB
$55,000,000.00
N/A
N/A
GOLDMAN SACHS BANK USA
$55,000,000.00
N/A
N/A
J.P. MORGAN SECURITIES PLC
$55,000,000.00
N/A
N/A
J.P. MORGAN SE
N/A
N/A
$33,333,333
MIZUHO BANK, LTD.
$55,000,000.00
N/A
N/A
MORGAN STANLEY SENIOR FUNDING INC.
$55,000,000.00
N/A
N/A
Total
$565,000,000
$35,000,000
$100,000,000



ANNEX II
On April 27, 2022, the Borrower received a subpoena from the United States Department of Justice requesting information concerning its business in Guatemala (“Tigo Guatemala”), including information related to the purchase in 2021 of its former joint venture partner’s interest in Tigo Guatemala and information related to any contacts with certain Guatemalan government officials. The subpoena also requested information concerning the Borrower’s operations in other countries in Latin America.
EX-4.13 5 projectbeam-sapaexecuted.htm EX-4.13 projectbeam-sapaexecuted
FINAL SALE AND PURCHASE AGREEMENT BETWEEN SBA TELECOMMUNICATIONS LLC, AND MILLICOM INTERNATIONAL CELLULAR S.A. IN THE PRESENCE OF LATI INTERNATIONAL S.A. dated as of October 28, 2024

 
i TABLE OF CONTENTS Page ARTICLE I PURCHASE AND SALE OF THE ACQUIRED PROPERTY; CONSIDERATION AND PROCEDURES........................................................... 2 1.1 Purchase and Sale of the Acquired Property...................................................... 2 1.2 Consideration and Procedures .......................................................................... 3 1.3 Prorations and Adjustments .............................................................................. 6 1.4 Pre-Closing Purchase Price Adjustment ............................................................ 6 1.5 Post-Closing Purchase Price Adjustments ......................................................... 8 1.6 Earn-Out Consideration; True-Up Payment (Tenant Leases) ........................... 11 1.7 Withholding..................................................................................................... 12 1.8 Excluded Assets and Excluded Liabilities ........................................................ 12 1.9 AS IS, WHERE IS ........................................................................................... 13 1.10 Cost of Capital ................................................................................................ 13 ARTICLE II THE CLOSINGS; CLOSING DELIVERIES........................................................... 14 2.1 The Closings................................................................................................... 14 2.2 Closing Deliveries ........................................................................................... 15 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER .................................... 17 3.1 Organization and Good Standing..................................................................... 17 3.2 Duly Authorized .............................................................................................. 17 3.3 Enforceability .................................................................................................. 17 3.4 Title to the Acquired Property; Sufficiency of Assets ........................................ 18 3.5 No Undisclosed Liabilities; Absence of Changes.............................................. 19 3.6 No Conflicts .................................................................................................... 19 3.7 No Consents ................................................................................................... 20 3.8 Compliance with Governmental Authorizations and Legal Requirements.......... 20 3.9 Corruption, AML Laws, Sanctions.................................................................... 21 3.10 Legal Proceedings and Orders ........................................................................ 23 3.11 Utilities; Access; Expenses.............................................................................. 23 3.12 Site Master Matrix ........................................................................................... 24 3.13 Towers & Tower Sites, Structure ..................................................................... 24 3.14 Tower Cash Flow ............................................................................................ 24 3.15 Contracts ........................................................................................................ 24 3.16 Insurance........................................................................................................ 27 3.17 Related Transactions ...................................................................................... 28 3.18 Insolvency ...................................................................................................... 28 3.19 Title & Liens.................................................................................................... 28 3.20 Environmental................................................................................................. 29 3.21 Taxes and Assessments ................................................................................. 29 3.22 Expropriation .................................................................................................. 31 3.23 Brokers ........................................................................................................... 31 3.24 Absence of Pre-Sales Clearance ..................................................................... 31 3.25 Pre-Closing Restructuring ............................................................................... 31 3.26 Employment and Labor Matters....................................................................... 32 3.27 Employee Benefit Plans .................................................................................. 34 3.28 Source of Funds ............................................................................................. 35 3.29 No Land Aggregator........................................................................................ 35 3.30 Intellectual Property ........................................................................................ 36

 
TABLE OF CONTENTS (CONTINUED) Page ii 3.31 Shared Contracts ............................................................................................ 36 3.32 Exclusivity of Representations and Warranties................................................. 36 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF COMPANY AND PURCHASER ................................................................................................. 37 4.1 Organization and Good Standing..................................................................... 37 4.2 Duly Authorized .............................................................................................. 37 4.3 Enforceability .................................................................................................. 37 4.4 No Conflicts .................................................................................................... 38 4.5 No Consents ................................................................................................... 38 4.6 Compliance with Governmental Authorizations ................................................ 38 4.7 Compliance .................................................................................................... 39 4.8 Legal Proceedings and Orders ........................................................................ 39 4.9 Brokers ........................................................................................................... 39 4.10 Independent Review ....................................................................................... 39 4.11 Financial Capability Source of Funds............................................................... 40 4.12 Absence of Pre-Sales Clearance ..................................................................... 40 ARTICLE V COVENANTS OF THE PARTIES ........................................................................ 41 5.1 Affirmative Covenants ..................................................................................... 41 5.2 Negative Covenants........................................................................................ 43 5.3 Access to Records .......................................................................................... 48 5.4 Efforts to Close; Cooperation; Consents .......................................................... 49 5.5 Corporate Name ............................................................................................. 50 5.6 Foreign Corrupt Practices Act.......................................................................... 51 5.7 Environmental Matters .................................................................................... 51 5.8 Aviation Permits; Obligations of Purchaser and Seller ...................................... 52 5.9 Other Documentation ...................................................................................... 52 5.10 Update............................................................................................................ 53 5.11 Confidentiality ................................................................................................. 54 5.12 Antitrust Approval ........................................................................................... 54 5.13 Ground Leases; CP Consents ......................................................................... 55 5.14 Tenant Leases ................................................................................................ 56 5.15 Pre-Closing Restructuring ............................................................................... 56 5.16 Director and Officer Resignations, Release and Indemnification; Labor and Employment Matters ................................................................................ 58 5.17 Restrictive Covenants ..................................................................................... 59 5.18 Termination of Affiliate Arrangements .............................................................. 60 5.19 Insurance........................................................................................................ 60 5.20 No-Shop ......................................................................................................... 60 5.21 Pre-Existing Condition Remediation ................................................................ 61 5.22 Bifurcated Contracts ....................................................................................... 61 5.23 Municipal Fees................................................................................................ 61 5.24 Claro Panamanian Leases .............................................................................. 61 5.25 Transaction Perimeter ..................................................................................... 61 5.26 Additional Disclosure....................................................................................... 61 5.27 Related Leasing Arrangements. ...................................................................... 62 5.28 Expropriated Panama Tower Sites .................................................................. 63

 
TABLE OF CONTENTS (CONTINUED) Page iii ARTICLE VI CONDITIONS PRECEDENT TO COMPANY’S AND PURCHASER’S PERFORMANCE ............................................................................................ 63 6.1 Accuracy of Representations and Warranties .................................................. 64 6.2 Antitrust Approval ........................................................................................... 64 6.3 Performance ................................................................................................... 64 6.4 Officer’s Certif icate.......................................................................................... 64 6.5 Legal Prohibitions ........................................................................................... 64 6.6 No Legal Proceedings ..................................................................................... 64 6.7 Assignments and Consents ............................................................................. 64 6.8 Execution and Delivery of Documents ............................................................. 65 6.9 Section 6.9 Matter........................................................................................... 65 6.10 Section 6.10 Matter ......................................................................................... 65 6.11 Pre-Closing Restructuring ............................................................................... 65 6.12 No Material Adverse Effect.............................................................................. 65 6.13 Synthetic Contracts. ........................................................................................ 65 ARTICLE VII CONDITIONS PRECEDENT TO SELLER’S PERFORMANCE .......................... 65 7.1 Accuracy of Representations and Warranties .................................................. 65 7.2 Legal Prohibitions ........................................................................................... 65 7.3 Performance ................................................................................................... 66 7.4 Officer’s Certif icate.......................................................................................... 66 7.5 No Legal Proceedings ..................................................................................... 66 7.6 Antitrust Approval ........................................................................................... 66 7.7 Execution and Delivery of Documents ............................................................. 66 ARTICLE VIII EXPENSES; ADJUSTMENTS; TRANSFER TAXES AND OTHER TAX MATTERS ...................................................................................................... 66 8.1 Expenses........................................................................................................ 66 8.2 Transfer Taxes................................................................................................ 66 8.3 Preparation of Tax Returns and Payment of Taxes .......................................... 68 8.4 Post-Closing Audits; Cooperation .................................................................... 69 8.5 Additional Expenses and Adjustments ............................................................. 70 ARTICLE IX SURVIVAL; INDEMNIFICATION ........................................................................ 72 9.1 Survival .......................................................................................................... 72 9.2 Limitations on Amount of Losses; Sole Recourse ............................................ 72 9.3 Indemnification by Seller ................................................................................. 73 9.4 Indemnification by the Company and Purchaser .............................................. 74 9.5 Indemnification Procedures and Other Limitations and Acknowledgements ......................................................................................... 74 ARTICLE X TERMINATION................................................................................................... 77 10.1 Termination Prior to First Closing .................................................................... 77 10.2 Survival After Termination Prior to First Closing ............................................... 78 10.3 Termination Following First Closing and Prior to Last Subsequent Closing ....... 78 10.4 Survival After Termination Following First Closing and Prior to the Expiration Date ............................................................................................... 79

 
TABLE OF CONTENTS (CONTINUED) Page iv ARTICLE XI MISCELLANEOUS ............................................................................................ 80 11.1 Interpretation .................................................................................................. 80 11.2 Notices ........................................................................................................... 81 11.3 Binding Effect; Assignment.............................................................................. 82 11.4 Currency......................................................................................................... 82 11.5 Governing Law................................................................................................ 83 11.6 Arbitration; Jurisdiction and Venue; Consent to Service ................................... 83 11.7 Waiver of Jury Trial ......................................................................................... 85 11.8 Integration ...................................................................................................... 85 11.9 Implementation Agreements............................................................................ 86 11.10 Amendments; Waiver ...................................................................................... 86 11.11 Wrong Pockets; Further Assurances ............................................................... 86 11.12 Third Parties ................................................................................................... 88 11.13 Counterparts; Facsimile or Electronic Delivery ................................................. 88 11.14 Severability ..................................................................................................... 88 11.15 Specific Performance ...................................................................................... 88 11.16 Schedules and Exhibits; Incorporation by Reference........................................ 88 11.17 Integrated Transactions................................................................................... 89 11.18 Public Announcements ................................................................................... 89 11.19 Non-Recourse ................................................................................................ 89 11.20 Circumvention................................................................................................. 90 11.21 Mutual Drafting ............................................................................................... 90 11.22 Conflicts Between Different Translations ......................................................... 90 11.23 Seller Release ................................................................................................ 90

 
1 AMERICASACTIVE:20101657.34 SALE AND PURCHASE AGREEMENT THIS SALE AND PURCHASE AGREEMENT (this “Agreement”), dated as of October 28, 2024, among SBA Telecommunications LLC, a Florida limited liability company ( “Company”), and Millicom International Cellular S.A., a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg, having its registered office at 148,150 boulevard de la Pétrusse, L-2330 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies’ Register under number B40630 (“Seller” or “Millicom”). Prior to the First Closing, Company will provide written notice to Seller designating a controlled Affiliate to serve as the “Purchaser” hereunder, and upon such Person signing a joinder hereto, it will be added as a party hereto (“Purchaser”) and until such time Company will serve as Purchaser hereunder for all purposes of this Agreement. Capitalized terms used but not otherwise defined in the body of this Agreement shall have the meanings set forth in EXHIBIT C hereto. Purchaser and Seller are sometimes individually referred to herein as a “party”, and collectively as the “parties”. PRELIMINARY STATEMENTS: WHEREAS, Seller owns, directly or indirectly, (i) all of the issued and outstanding Equity Interests of LATI International S.A., a Luxembourg société anonyme (the “Lati Parent”), (ii) the Purchased Improvements and (iii) all of the issued and outstanding Equity Interests of Tigo Nicaragua and the assets set forth on Schedule 1, as such Schedule 1 may be updated pursuant to the mutual written agreement of the parties prior to the applicable Closing in order to reflect such additional assets necessary or required to be included in the transfer to Purchaser (or Designated Purchaser) hereunder (such assets on Schedule 1 (as may be modified hereunder) or otherwise primarily relating to the Business in the applicable Territory (other than the Excluded Assets), the “Purchased Assets” and together with the Purchased Interests and the Purchased Improvements, the “Acquired Property”); WHEREAS, the Lati Parent owns, directly or indirectly, all of the issued and outstanding Equity Interests of (i) InfraCo 2 NV, a limited liability company operating under the laws of Curacao (“InfraCo 2”), (ii) Lati Guatemala, (iii) Lati El Salvador, (iv) Lati Panama, and (v) Lati Honduras (in the case of this clause (v), together with the Honduras Joint Venture Partner) (clauses (i) through (v), together with Lati Parent and Tigo Nicaragua (but only to the extent relating to the Business), the “Designated Target Companies”), and immediately following the Pre-Closing Restructuring each Designated Target Company will own and operate Towers on the Tower Sites in its respective Territory, in each case as set forth on Schedule 1(c); WHEREAS, the Lati Parent also owns, directly or indirectly, all of the issued and outstanding Equity Interests of (i) Lati Telecom Infrastructure Bolivia, (ii) Lati Paraguay S.A., (i ii) InfraCo 3 NV a limited liability company operating under the laws of Curacao, (iv) Lati Services SEM S.A. and (v) Lati Nicaragua S.A. (collectively, and together with Tigo Nicaragua, the “Excluded Entities”), which Seller shall cause to be distributed to Seller or another Affiliate thereof other than a Designated Target Company or its Subsidiaries as part of the Pre-Closing Restructuring prior to the First Closing upon the terms and conditions as set forth in Section 3.25, Section 5.15 and the Contribution Agreements; WHEREAS, at each applicable Closing and upon the terms and subject to the conditions set forth in this Agreement, Seller desires to sell, assign, transfer, convey and deliver (or will cause its applicable Affiliates to sell, assign, transfer, convey and deliver), and Purchaser desires to purchase and assume (or will cause the applicable Designated Purchaser to purchase and

 
2 assume), as the case may be, the (i) Purchased Interests, (ii) Purchased Assets, and (iii) Assumed Liabilities; WHEREAS, as a condition to, and simultaneously with, each Closing and for each Territory (as defined in the Master Lease Agreement) that is subject of such Closing (whether direct or indirect), (i) the applicable Purchaser Parties, the local Affiliate of the Seller Party operating in such Territory and the other parties thereto will enter into a Master Lease Agreement, in substantially the form attached hereto as EXHIBIT A (the “Master Lease Agreement”), pursuant to which, among other things, Designated Purchaser will, at such Closing, lease to the local Affiliate of Seller operating in such Territory the Applicable Leased Space, in each case pursuant to the terms and conditions set forth in the Master Lease Agreement for such Territory, and (ii) each of Towerco Guarantor and Millicom Guarantor will provide the MLA Guarantees for each such Master Lease Agreement; WHEREAS, as a condition to, and simultaneously with, the First Closing and for each Territory, Purchaser and Millicom will enter into a Master Build-to-Suit Agreement, in substantially the form attached hereto as EXHIBIT J (the “Build-to-Suit Agreement”), pursuant to which Seller and the local Affiliate of the Seller Party operating in the Territories will agree to the construction and maintenance by the applicable Purchaser Parties, following such Closing, of additional passive infrastructure assets for Seller or its applicable Affiliates to lease for use in the operation and management of its telecommunications business, in each case pursuant to the terms and conditions set forth in the Build-to-Suit Agreement; WHEREAS, as a condition and an inducement to the willingness of Purchaser to enter into this Agreement, Seller and Affiliates of Seller will agree to be bound by certain restrictive covenants contained in each Master Lease Agreement and have agreed to certain restrictive covenants contained in Section 5.17 of this Agreement; and WHEREAS, prior to the applicable Closing Date, pursuant to the Contribution Agreements and this Agreement and in order to give effect to the Contemplated Transactions, Seller, among other things, consummated the Pre-Closing Restructurings, upon on the terms and subject to the conditions as set forth in Section 3.25, Section 5.15 and the Contribution Agreements. NOW, THEREFORE, in consideration of the foregoing premises and the mutual representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, and intending to be legally bound by this Agreement, the parties agree as follows: ARTICLE I PURCHASE AND SALE OF THE ACQUIRED PROPERTY; CONSIDERATION AND PROCEDURES 1.1 Purchase and Sale of the Acquired Property. On the terms and subject to the conditions of this Agreement, at each of the Closings, in consideration for the payment of the Designated Purchase Price Payment(s) pertaining to the related Territory(ies), Seller shall sell, assign, transfer, convey and deliver (or cause its applicable Affiliates (including Tigo Nicaragua)) to sell, assign, transfer, convey and deliver, and Purchaser shall purchase (or cause the Designated Purchaser to purchase) from Seller, the Acquired Property in the applicable Territory subject to this Agreement. The parties acknowledge and agree that for all purposes of this Agreement, references to an applicable Territory shall be applicable whether the Towers, Tower

 
3 Sites and related Property are acquired in such Territory or indirectly through the acquisition of Equity Interests of an entity directly or indirectly owning such assets. 1.2 Consideration and Procedures. (a) The aggregate consideration payable to Seller for the Acquired Property in the applicable territory on each Closing Date shall be an amount equal to (such amount, the “Designated Purchase Price Payment”), in each case for the applicable Territory being transferred (in full) at the applicable Closing: (i) the Applicable Base Amount, plus (ii) the Estimated Seller Proration Amount, if any, plus (iii) the Estimated Closing Existing WIP Site Consideration, if any, plus (iv) the Estimated Closing Cash, plus (v) the Estimated TCF Earn-Out Advancement, if any, and minus (vi) the amount that is the sum of: (A) the Estimated Closing Indebtedness, (B) the Estimated Purchaser Proration Amount, if any, (C) the Estimated Seller Expenses, and (D) the Estimated TCF Shortfall, if any. After each such Closing, the Designated Purchase Price Payment shall be adjusted pursuant to Section 1.5 to calculate the final Purchase Price. As additional consideration for the acquisition of the Purchased Assets at the applicable Closing, Purchaser shall also assume the applicable Assumed Liabilities hereunder, if any. (b) WIP Site Consideration. In connection with the payment of the Designated Purchase Price Payment, Seller shall be eligible to receive consideration at the Closing in an amount equal to the WIP Site Cash Amount for each Existing WIP Site that is completed prior to the Closing in accordance with the terms and conditions as set forth in EXHIBIT 1.2(b) and is in the Territory that is subject to the Closing (such amount, the “WIP Site Consideration”) in accordance with this Section 1.2. Seller shall ensure the direct or indirect transfer of each Completed WIP Site at the Closing. The parties acknowledge and agree that, promptly following the date hereof and prior to the applicable Closing Date for the relevant territory, (i) Seller shall identify and notify Purchaser from time to time of each Existing WIP Site that it has determined to be completed and in compliance with EXHIBIT 1.2(b), which notice will include reasonable supporting information and documentation as necessary to confirm compliance with EXHIBIT 1.2(B), and (ii) following such notif ication, Purchaser shall commence its review of such Existing WIP Sites notif ied by Seller to confirm whether each such Existing WIP Sites are completed and in compliance with EXHIBIT 1.2(b) and Purchaser will use commercially reasonable efforts to complete such review as promptly as practicable thereafter; provided that it is hereby

 
4 acknowledged and agreed that Purchaser shall have no more than forty-five (45) days to complete its review for each Exiting WIP Site following such notif ication, provided such review period shall not begin until Seller provides the necessary access to the applicable Site, books, records and documentation necessary for Purchaser to confirm compliance with EXHIBIT 1.2(B). Promptly following completion of such review, Purchaser shall inform Seller in writing as to whether or not it agrees that each such Existing WIP Site complies with EXHIBIT 1.2(b). (i) At least twenty (20) days before each Closing, Seller shall deliver to Purchaser a written notice of Existing WIP Sites in each Closing Territory, which shall list each Existing WIP Site as either a Completed WIP Site or an Existing WIP Site that is not completed in the applicable Territory (such incomplete Existing WIP Site, an “Incomplete WIP Site”), and Seller shall include reasonable supporting back-up documents and information supporting each classification. If such site is an Incomplete WIP Site, Seller shall also provide its reasonable and good faith estimate of when such Incomplete WIP Site is anticipated to be completed and delivered to Purchaser or the Designated Purchaser, which in any event shall not be later than one-hundred twenty (120) days following such Closing. For avoidance of doubt, Seller agrees that Purchaser will have no obligation to pay for any Incomplete WIP Site, and notwithstanding that Incomplete WIP Sites shall transfer at the applicable Closing, Seller shall be obligated to complete such Existing WIP Sites and shall retain all liabilities relating thereto until such Existing WIP Site becomes a Completed WIP Site. (ii) In addition to the WIP Site Consideration payable at each Closing (as described above), Seller shall also be eligible to receive from or on behalf of the Designated Purchaser additional consideration following such Closing in an amount equal to the WIP Site Cash Amount for each Incomplete WIP Site that is in the Territory and that is completed following such Closing in accordance with the standards set forth on EXHIBIT 1.2(b) (such amount of consideration to be paid for each Incomplete WIP Site that is completed, the “Incomplete WIP Site Consideration”). In order to be eligible to receive the Incomplete WIP Site Consideration for each completed and converted Incomplete WIP Site delivered to Purchaser or the Designated Purchaser following such Closing, Seller shall give Purchaser written notice promptly following the completion of such Incomplete WIP Site, which notice must be delivered no later than ten (10) Business Days following such completion and include reasonable supporting back-up documents and information demonstrating that such Incomplete WIP Site has been completed in accordance with the standards set forth on EXHIBIT 1.2(b). Purchaser will then have twenty (20) Business Days to review such written notice and inspect the applicable site and provide written notice to Seller of any objection to such written notice if Purchaser disagrees that such Incomplete WIP Site was completed in accordance with the standards set forth on EXHIBIT 1.2(b). Any dispute between the parties in connection therewith will be subject to the dispute resolution provisions of Section 1.5(a)(i) applied hereto mutatis mutandis. Upon the earlier of the mutual written agreement of the parties, or final resolution of any applicable dispute in accordance with the dispute resolution provisions of Section 1.5(a)(i) applied hereto mutatis mutandis, Purchaser shall make a prompt payment to Seller of the required Incomplete WIP Site Consideration for the applicable site if and to the extent due and owing hereunder. (iii) For further avoidance of doubt, (i) without Purchaser’s prior written consent, the total number of Existing WIP Sites eligible for WIP Site Consideration or Incomplete WIP Site Consideration in any Territory by Seller shall not exceed the number of Existing WIP Sites for such Territory set forth on Schedule 1(b), (ii) Purchaser or the

 
5 applicable Designated Purchaser shall have the right, but not the obligation, to accept and pay for any Incomplete WIP Site completed after one-hundred twenty (120) days following the applicable Closing, and (iii) Seller shall use commercially reasonable efforts to complete the remaining Incomplete WIP Sites as soon as reasonably practicable following the Closing. (c) Tower Cash Flow. (i) EXHIBIT F sets forth Seller’s good faith calculation of the TCF Target per Territory, including the breakdown on a per Site basis of the (i) Closing Site Revenues, and (ii) Closing Site OpEx, and, if applicable, (iii) Closing RGR Costs, calculated as if the date of calculation was August 31, 2024. Within forty-five (45) days following December 31, 2024, Seller shall provide Purchaser with the calculation of the Closing TCF per Territory, including the breakdown on a per Site basis of the (i) Closing Site Revenues, and (ii) Closing Site OpEx, and, if applicable, (iii) Closing RGR Costs, calculated as if the Closing for each Territory was December 31, 2024 (such calculation, the “December 2024 TCF”). Purchaser shall review such calculations as promptly as possible, but no later than one hundred twenty (120) days following receipt of all relevant backup information necessary to review EXHIBIT F and the December 2024 TCF, and Purchaser shall notify Seller in writing of any material issues identif ied by Purchaser with the information and determinations included with EXHIBIT F and/or the December 2024 TCF, as the case may be, within ten (10) Business Days of Purchaser’s completion of its review. (ii) (x) At least twenty (20) days prior to the applicable Closing but no more than twenty-five (25) days prior to the applicable Closing, Seller shall provide to Purchaser a good faith calculation of the Closing TCF including the breakdown on a per Site basis of the (A) Closing Site Revenues, (B) Closing Site OpEx, and if applicable, (C) Closing RGR Costs, and (D) a reasonably detailed summary of each change (on a per Site basis) from EXHIBIT F and the December 2024 TCF calculation (and if the Closing for any Territory occurs less than one hundred and twenty (120) days after delivery of the December 2024 TCF, a reasonably detailed summary of each change (on a per Site basis for the Sites subject to such Closing) from each of EXHIBIT F and the December 2024 TCF) with reasonably detailed documentation reflecting such changes, and (y) at least ten (10) days prior to the applicable Closing, Seller shall provide to Purchaser within the Territory or Territories subject to the applicable Closing, a statement, with reasonable supporting documentation, if any, that provides (A) a list of all Tenant Leases that do not qualify as an Included Lease at that time, and (B) a schedule of accrued, unpaid and outstanding rent for each applicable Tenant and the number of days outstanding as of the date of delivery. The parties shall then work in good faith to agree on a final Closing TCF calculation for such Closing by no later than five (5) Business Days prior to the applicable Closing for the purposes of the determination of the TCF Earn-Out Advancement, if any, or the TCF Shortfall, if any, for the Designated Purchase Price Payment for such Closing. The parties shall resolve any remaining dispute in connection with such Closing TCF in accordance with Section 1.4(a) and Section 1.5(a)(i) and also subject to further adjustments in all respects pursuant to the terms and conditions of EXHIBIT B, and Seller’s and Purchaser’s sole rights and remedies with respect to the calculation of TCF and adjustments to the TCF Earn-Out Advancement, if any, or the TCF Shortfall, if any, for purposes of the Closing are set forth in Section 1.5(a)(i), in each case subject to further adjustment in accordance with the terms and conditions of EXHIBIT B.

 
6 1.3 Prorations and Adjustments. Except as otherwise provided in ARTICLE VIII, with respect to the Acquired Property (including, for purposes of this Section 1.3, directly or indirectly, the Purchased Assets, or applicable Towers, Tower Sites and related Property, in each case in the applicable Territory) conveyed at the applicable Closing, allocation or proration of expenditures, expenses (including prepaid expenses), taxes, and receivables and other receipts collected relating to the operation, use, lease and occupancy of such Acquired Property will be made as of the Closing Date, with Seller having the obligation to make any payments, being entitled to retain any receivables and revenue, and receiving the benefits of receipts, relating to the periods and portions thereof prior to the Closing Date, and Purchaser having the obligation to make any payments, being entitled to retain any receivables and revenue, and receiving the benefit of receipts, relating to the periods and portions thereof on and after such Closing Date (such total payment amounts, including the payment amounts due from the proration items as set forth in Section 8.5, whether paid or payable by Purchaser or Seller, the “Proration Amount”). The parties will use good faith efforts to settle any Proration Amounts for which funds transferred prior to Closing in accordance with Section 1.4 and Section 1.5. Notwithstanding the other provisions of this Section 1.3 or Section 8.5, the amounts to be prorated or allocated in accordance with this Section 1.3 and Section 8.5 shall be limited to the types and categories of revenues and expenses that are Ordinary Course of Business revenues and expenses related to the operations of the Business. 1.4 Pre-Closing Purchase Price Adjustment. (a) At least ten (10) Business Days prior to the applicable Closing Date, Seller shall deliver to Purchaser a statement (the “Estimated Closing Statement”) setting forth a good faith estimate as of such Closing of (a) the Proration Amount (“Estimated Proration Amount”) together with related supporting schedules, calculations and documentation and the amount of any resulting Seller Proration Amount (the “Estimated Seller Proration Amount”) or Purchaser Proration Amount (the “Estimated Purchaser Proration Amount”), (b) the “the Closing Indebtedness (the “Estimated Closing Indebtedness”), (c) Closing Cash (the “Estimated Closing Cash”), (d) Seller Expenses (the “Estimated Seller Expenses”) calculated through and including the Closing that are or will be unpaid as of the Closing, (e) the WIP Site Consideration (including the identity of each site represented thereby) for the Completed WIP Sites as of Closing (the “Estimated Closing Existing WIP Site Consideration”) and (f) the Closing TCF pursuant to Section 1.2(c) together with (x) the TCF Earn-Out Advancement (the “Estimated TCF Earn-Out Advancement”), if any, pursuant to Section 1.2(c), and (y) TCF Shortfall (the “Estimated TCF Shortfall”), if any, pursuant to Section 1.2(c), together with the resulting Designated Purchase Price Payment. (i) The Estimated Proration Amount, Estimated Closing Indebtedness, Estimated Closing Cash, Estimated Seller Expenses, the Estimated Closing Existing WIP Site Consideration, and estimated TCF amounts referenced in the foregoing clause (f) shall be calculated in accordance with the terms of this Agreement and, if possible, agreed upon in writing by both parties prior to the applicable Closing for purposes of effecting the such Closing; provided, however, that such agreement between the parties for purposes of such Closing will not prejudice the post-Closing adjustment and dispute resolution provisions as set forth in Section 1.5. (ii) The parties acknowledge and agree that if, following good faith discussion, the parties are not able to reach an agreement in accordance with Section 1.4(a)(i) on all of the applicable components of the Estimated Closing Statement prior to the date the Closing is intended to be consummated pursuant to Section 2.1 (such amounts remaining in dispute five (5) Business Days prior to the Closing Date, the

 
7 “Disputed Estimated Closing Amounts”), then the parties shall nonetheless proceed to consummate the Closing in accordance with Section 2.1, and for purposes of such Closing the applicable amounts utilized by the parties to determine the Designated Purchase Price Payment for the Closing will be the amounts proposed by Seller in its Estimated Closing Statement (as adjusted for any Purchaser disputed items resolved prior to Closing); provided, that, notwithstanding the foregoing or anything to the contrary herein, for purposes of the determination of the Designated Purchase Price Payment due and owing at any such Closing, the Disputed Estimated Closing Amounts will be included in the calculation only to the extent such amounts in the aggregate across all Territories at their applicable Closing do not exceed $10,000,000 (the “Dispute Threshold Amount”), and the resulting Designated Purchase Price Payment will be final and binding on the parties and used for purposes of the Closing (with the portion not paid allocated among the line items in dispute pro rata based on the amount in dispute); provided, further, that any amounts in excess of the Dispute Threshold Amount (such amount, the “Disputed Remaining Amount”) will not be included for purposes of determining the Designated Purchase Price Payment and such amounts will be held back until f inal resolution in accordance with the dispute resolution provisions of Section 1.5(a)(i) applied hereto. For illustrative purposes only, if there was a Disputed Estimated Closing Amount of $5,000,000 in respect of the First Closing, and a Disputed Estimated Closing Amount of $4,000,000 in respect of the second Closing, and an amount of $3,000,000 is in dispute in respect of the third Closing, only $1,000,000 of the disputed amount for such third Closing will be included in the calculation of the Designated Purchase Price Payment due and owing at the third Closing, and $2,000,000 will be held back until f inal resolution of the dispute in accordance with Section 1.5. It is hereby acknowledged and agreed that the full amount of the Disputed Estimated Closing Amounts (including the Dispute Threshold Amount) remaining outstanding as of such Closing and each component of the Estimated Closing Statement and the Designated Purchase Price Payment paid at the Closing shall, in each case, be subject in all respects to the post-Closing adjustment and dispute resolution provisions as set forth in Section 1.5; provided, that, in the event the Disputed Estimated Closing Amounts exceed the Dispute Threshold Amount by $2,000,000, Seller may, in its sole discretion, immediately refer the matter to the Independent Accountant for immediate review at its sole cost and expenses, and such pending review will not limit Purchaser from its rights under Section 1.5; provided, further, that any such related review shall not restrict or delay the applicable Closing and, without duplication of any other provision in this Agreement, the Disputed Remaining Amounts, if any, ultimately due and owing shall accrue interest at the Cost of Capital Rate (as defined below). For illustrative purposes, if the initial Estimated Closing Statement reflects a Designated Purchase Price Payment of $125,000,000 but the Disputed Estimated Closing Amounts equal $12,000,000 then the Designated Purchase Price Payment will be an amount equal to $123,000,000 and $2,000,000 will be held back until f inal resolution of the dispute in accordance with Section 1.5. (b) Access. For purposes of giving effect to the terms set forth in Section 1.2(c) and this Section 1.4(b), during the period from the date of this Agreement until the resolution of unresolved disputed items, Seller shall make available to Purchaser and its Representatives copies of all reasonably requested information, records, data, working papers (including those working papers of its accountants, subject to such accountants ’ policies with respect thereto), supporting schedules, calculations and other documentation, in each case, to the extent relating to and necessary to permit Purchaser to evaluate Seller’s calculation of the amounts set forth in EXHIBIT F, the December 2024 TCF, the calculations described in Section 1.2(c)(ii) or an Estimated Closing Statement, and shall permit reasonable access, upon reasonable advance

 
8 notice and during normal business hours, to make reasonable inquiries of the Designated Target Companies’ senior finance personnel and accountants, in each case, who were involved in the preparation of the Estimated Closing Statement, in connection with the review of the Estimated Closing Statement. 1.5 Post-Closing Purchase Price Adjustments. (a) Final Closing Statement. As soon as practicable but in no event later than one-hundred twenty (120) days after the applicable Closing Date for the Purchased Interests, or ninety (90) days after the applicable Closing Date for the Purchased Assets, Purchaser shall deliver to Seller a statement (such statement delivered following such Closing, a “Final Closing Statement”) of Purchaser’s computations of the items required to be set forth in the Estimated Closing Statement and the resulting Net Adjustment Amount, if any. As used herein: “Final Proration Amount” means the Proration Amount as ultimately determined in accordance with Section 1.5(a)(i); “Final Seller Proration Amount”, if any, means the Seller Proration Amount as ultimately determined in accordance with Section 1.5(a)(i); “Final Purchaser Proration Amount”, if any, means the Purchaser Proration Amount as ultimately determined in accordance with Section 1.5(a)(i); “Final Closing Indebtedness” means the Closing Indebtedness as ultimately determined in accordance with Section 1.5(a)(i); “Final Closing Cash” means the Closing Cash as ultimately determined in accordance with Section 1.5(a)(i); “Final Seller Expenses” means the Seller Expenses as ultimately determined in accordance with Section 1.5(a)(i); “Final Closing Existing WIP Site Consideration” means the WIP Site Consideration (including each component thereof for such Closing) as ultimately determined in accordance with Section 1.5(a)(i); “Final TCF Earn-Out Advancement” means the TCF Earn-Out Advancement as ultimately determined by the calculation of the Closing TCF in accordance with Section 1.5(a)(i); and “Final TCF Shortfall” means the TCF Shortfall as ultimately determined by the calculation of the Closing TCF in accordance with Section 1.5(a)(i). The parties hereto agree that the purpose of determining Final Proration Amount, Final Closing Cash, Final Closing Indebtedness, Final Seller Expenses, Final Closing Existing WIP Site Consideration, Final TCF Earn-Out Advancement and Final TCF Shortfall and the related purchase price adjustment contemplated by this Section 1.5 is to measure the amount of Closing Cash, Closing Indebtedness, the Proration Amount, Seller Expenses, WIP Site Consideration and Closing TCF (and the related TCF Earn-Out Advancement, if any, or TCF Shortfall, if any) as compared to Seller’s estimates prepared or otherwise agreed pursuant to Section 1.4, and such processes are not intended to permit the introduction of different or new judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing Closing Cash, Closing Indebtedness, the Proration Amount , Seller Expenses, WIP Site Consideration and Closing TCF that are inconsistent with the terms of this Agreement. (i) Review and Dispute. Within thirty (30) Business Days following receipt by Seller of each Final Closing Statement, Seller shall either inform Purchaser in writing that the Final Closing Statement is acceptable, or deliver written notice (each such notice, a “Notice of Disagreement”) to Purchaser of any dispute Seller has with respect to the preparation or content of the Final Closing Statement or the Proration Amount, Closing Indebtedness, Closing Cash, Seller Expenses, WIP Site Consideration, and Closing TCF (and the related TCF Earn-Out Advancement, if any, or the TCF Shortfall, if any) reflected therein. The Notice of Disagreement shall describe in reasonable detail the items contained in the Final Closing Statement that Seller disputes and the basis for any such disputes (including reasonable supporting documentation and an explanation of such variance). Any items that are not specifically set forth in a Notice of Disagreement as being in dispute shall be deemed final, conclusive and binding on the parties. If Seller does not

 
9 notify Purchaser of a dispute with respect to the Final Closing Statement within such thirty (30) Business Day period, such Final Closing Statement and the Proration Amount, Closing Indebtedness, Closing Cash, Seller Expenses, WIP Site Consideration and Closing TCF (and the related TCF Earn-Out Advancement, if any, or TCF Shortfall, if any) reflected in the Final Closing Statement delivered by Purchaser pursuant to Section 1.5(a) will be final, conclusive and binding on the parties. For the avoidance of doubt, any Disputed Estimated Closing Amounts will still be subject to this Section 1.5. In the event a Notice of Disagreement is delivered to Purchaser, Purchaser and Seller shall negotiate in good faith to resolve such dispute. If Purchaser and Seller, notwithstanding such good faith effort, fail to resolve such dispute within thirty (30) Business Days after Seller delivers a Notice of Disagreement, then Purchaser and Seller jointly shall engage the Independent Accountant to resolve only the unresolved disputed items in accordance with the standards set forth in this Section 1.5(a)(i). Promptly following submission of such unresolved disputed items to the Independent Accountant, and in any event no later than twenty (20) Business Days thereafter, each of Purchaser and Seller shall furnish to the Independent Accountant a written report with respect to such party’s positions regarding the disputed items, and shall substantially simultaneously deliver a copy thereof to the other party. Each party shall have twenty (20) Business Days following such receipt to provide a written response to such written report of the other party. No ex-parte conferences, oral examinations, testimony, depositions, discovery or other form of evidence gathering or hearings will be conducted or allowed; provided that, at the Independent Accountant’s request, or as mutually agreed by Purchaser and Seller, Purchaser and Seller may meet with the Independent Accountant as long as representatives of both such parties are present. The Independent Accountant shall be instructed to make its determination solely in respect of the disputed items within thirty (30) days following receipt of the written submissions from the parties. The scope of the disputes to be resolved by the Independent Accountant shall be limited to whether the items in dispute that were properly included in a Notice of Disagreement (i) were prepared in a manner consistent with the definitions of the Proration Amount, Closing Indebtedness, Closing Cash, Seller Expenses, WIP Site Consideration and Closing TCF (and the related TCF Earn-Out Advancement, if any, or the TCF Shortfall, if any), as the case may be, (ii) were, in the case of Closing Indebtedness, the Proration Amount, Closing Cash, Seller Expenses, WIP Site Consideration and Closing TCF (and the related TCF Earn-Out Advancement, if any, or the TCF Shortfall, if any), determined in accordance with this Agreement, and (iii) were calculated correctly and the Independent Accountant shall determine, on such basis, whether and to what extent, the Final Closing Statement and the amounts reflected therein, as applicable, require adjustment in order to comply with the terms of this Agreement. The Independent Accountant is not to make any other determination, including any determination as to whether the Estimated Closing Statement or Final Closing Statement is correct. The Independent Accountant’s decision shall be based on the written submissions by Seller and Purchaser, shall address only those items in dispute and may not assign a value greater than the greatest value for such item claimed by either party or smaller than the smallest value for such item claimed by either party. The calculations of the Final Proration Amount, Final Closing Indebtedness, Final Closing Cash, Final Seller Expenses, Final Closing Existing WIP Site Consideration and final Closing TCF (and the related Final TCF Earn-Out Advancement, if any, or Final TCF Shortfall, if any), as set forth in the Final Closing Statement, in each case after giving effect to the Independent Accountant’s determination of the disputed items, will be final and binding upon the parties, and will constitute an arbitral award upon which a judgment may be entered by a court having jurisdiction thereof. The fees, costs and expenses of the Independent Accountant shall be allocated between Seller and Purchaser in the same

 
10 proportion that the aggregate amount of the disputed items submitted to the Independent Accountant that is unsuccessfully disputed by each such party (as finally determined by the Independent Accountant) bears to the total amount of such disputed items so submitted. The parties shall bear their own costs and expenses in connection with their respective preparation and review of the Final Closing Statement and a Notice of Disagreement, as the case may be. The “Purchase Price” means an amount equal to: (ii) the Applicable Base Amount, plus (iii) the Final Seller Proration Amount, if any, plus (iv) the Final Closing Existing WIP Site Consideration, if any, plus (v) the Final Closing Cash, plus, (vi) the Final TCF Earn-Out Advancement, if any, and minus (vii) the amount that is the sum of: (A) the Final Closing Indebtedness, (B) the Final Purchaser Proration Amount, if any, (C) the Final Seller Expenses, and (D) the Final TCF Shortfall, if any. (b) Access. For purposes of giving effect to the terms set forth in this Section 1.5(b), during the period from Purchaser ’s delivery of a Final Closing Statement until the submission of unresolved disputed items to the Independent Accountant, Purchaser shall make available to Seller and its Representatives copies of all reasonably requested information, records, data, working papers (including those working papers of its accountants, subject to such accountants’ policies with respect thereto), supporting schedules, calculations and other documentation, in each case, to the extent relating to and necessary to permit Seller to evaluate Purchaser’s calculation of the amounts set forth in a Final Closing Statement, and shall permit reasonable access, upon reasonable advance notice and during normal business hours, to make reasonable inquiries of such Designated Target Company ’s senior finance personnel and accountants, in each case, who were involved in the preparation of the Final Closing Statement, in connection with the review of the Final Closing Statement. (c) Downward Adjustment. If such Net Adjustment Amount is negative, then (i) the Designated Purchase Price Payment will be adjusted downward by the amount of the absolute value of such Net Adjustment Amount (the “Downward Adjustment Amount”) and (ii) within five (5) Business Days from the date on which the Final Closing Statement is finalized pursuant to this Section 1.5(c), Seller shall pay (or cause the payment of) to Purchaser an amount equal to the Downward Adjustment Amount, by wire transfer of immediately available funds to an account designated by Purchaser. (d) Upward Adjustment. If such Net Adjustment Amount is positive, then such Designated Purchase Price Payment will be adjusted upward by the amount of such Net Adjustment Amount (the “Upward Adjustment Amount”), and Purchaser shall pay to Seller an

 
11 amount equal to the Upward Adjustment Amount within five (5) Business Days from the date on which the Final Closing Statement is finalized pursuant to this Section 1.5(d). (e) No Adjustment. If such Net Adjustment Amount is equal to zero, there shall be no adjustment to the Designated Purchase Price Payment pursuant to this Section 1.5(e). (f) Contemporaneous Closings. For administrative convenience, all Territories that may Close contemporaneously shall be deemed to be finally resolved for purposes of this Section 1.5 at the same time based on the last such Territory to be finally resolved, and any adjustments shall be netted together so only one responsible party will be required to make a net payment with respect to all Territories subject to such Closing. (g) Email Make-Whole. The parties acknowledge and agree that upon resolution of the Purchase Price pursuant to the foregoing provisions of this Section 1.5, such resolution shall be deemed final, conclusive and binding on the parties; provided, however, that, notwithstanding anything to the contrary herein, if following such final resolution it is determined that any emails or other similar electronic records that were retained by Seller or its Affiliates and not migrated to Purchaser or its Affiliates pursuant to Section 2.2(b), and for which access was not provided to Purchaser or its Affiliates pursuant to Section 5.3(b), would have resulted in a different determination of Closing TCF and a credit for the benefit of Purchaser in connection with the determination of final Purchase Price pursuant to this Section 1.5, then the parties will work reasonably in good faith to determine the amount of the applicable adjustment to Closing TCF and Purchase Price hereunder and Seller will promptly make a true-up payment to Purchaser in Current Funds in an amount sufficient to satisfy the applicable miscalculation resulting from the omitted emails or other similar electronic records. 1.6 Earn-Out Consideration; True-Up Payment (Tenant Leases). (a) Following the Earn-Out Period, (a) Seller may be entitled to receive from Purchaser, subject to the terms and conditions of EXHIBIT B, the additional consideration described in EXHIBIT B, if any (the “Earn-Out Consideration”) and (b) Purchaser may alternatively be entitled to certain payments from Seller to the extent payable pursuant to the terms and conditions of EXHIBIT B. (b) Notwithstanding anything to the contrary herein, with respect to each Tenant Lease that is entered into between the date hereof and the applicable Closing Date in compliance with the terms and conditions of this Agreement (including Section 5.2) which fails to qualify at the applicable Closing as an Included Lease because the conditions described in clause (B) of the definition of Included Lease are not satisfied as of such Closing, the parties acknowledge and agree that (i) in connection with the applicable Closing for the relevant Territory, the parties will work in good faith to mutually agree on the list of all such Tenant Leases for such Territory, and such Tenant Leases shall be listed on Schedule 1.6(b) as of such Closing with an estimate of the amount representing the Delayed Site Price set for each Tenant Lease if such Tenant Lease was an Included Lease at the applicable Closing, which shall be updated by the parties when Purchase Price is finally determined and (ii) if all of the conditions described in the definition of Included Lease with respect to any such Tenant Lease as set forth in Schedule 1.6(b) for the relevant Territory are satisfied within 6 months of the Closing and remain continuously satisfied thereafter until the date twelve (12) months after the applicable Closing, then as promptly as practicable following the twelve (12) month anniversary of the Closing, Purchaser will make a “true- up” payment for the benefit of Seller for each such Tenant Lease that satisfies clause (ii) above equal to the Delayed Site Price, representing the additional benefit of such Tenant Lease being

 
12 included as an Included Lease in the applicable Purchase Price determination (including all relevant components thereof and calculations related thereto) for the relevant Territory. In furtherance of the foregoing and in connection with the payment of the Delayed Site Price, the relevant Closing TCF, Final TCF Earn-Out Advancement, if any, TCF Earn-Out Advancement Cap, if any, and Purchase Price (including all relevant components thereof and calculations related thereto) for the applicable Territory will all automatically be deemed adjusted as a result of the Delayed Site Price as a result of the inclusion of such Tenant Lease as an Included Lease hereunder, and such modified calculations will thereafter be applicable for all purposes of this Agreement and included for all purposes of EXHIBIT B as though paid as part of the Purchase Price for the relevant Territory at the applicable Closing. The parties hereby further acknowledge and agree that they will make all of the adjustments and payments described in this Section 1.6(b) at the same time for all applicable Tenant Leases for the relevant Territory that qualify as an Included Lease for the true-up payment described herein, in each case after giving effect to all of the Closings that have been consummated hereunder, and with such adjustments and applicable payments being done on a Territory by Territory basis. 1.7 Withholding. Notwithstanding any term or condition of this Agreement to the contrary, Purchaser and Designated Purchaser shall be entitled to deduct and withhold from amounts payable pursuant to this Agreement any Taxes or other amounts required to be deducted or withheld and paid over to a Governmental Authority under applicable Legal Requirements; provided, however, that Purchaser and each Designated Purchaser shall use commercially reasonable efforts to cooperate with Seller in reducing or eliminating such deduction and withholding to the extent permitted by applicable Legal Requirements. Purchaser or applicable Designated Purchaser, as appropriate, shall notify Seller in writing of its intent to so deduct and withhold in respect of any payment to Seller under this Agreement prior to making such payment. Any amounts so deducted or withheld (and paid over to the appropriate Governmental Authority) shall be considered for all purposes of this Agreement to have been paid by Purchaser or applicable Designated Purchaser, as the case may be, to Seller or such other person in respect of which such deduction or withholding was made. If any such deduction or withholding is made, Purchaser and/or applicable Designated Purchaser, as appropriate, shall use commercially reasonably efforts to provide Seller promptly with documentation relating to the amount deducted or withheld as required by the relevant Governmental Authority. 1.8 Excluded Assets and Excluded Liabilities. (a) While the applicable Purchaser Parties will acquire the applicable Acquired Property at each Closing, notwithstanding anything to the contrary contained in this Agreement, it is hereby acknowledged and agreed that in connection with the Pre-Closing Restructuring and the transfer of the Purchased Assets, the applicable Seller Party will retain and not transfer, and such Purchaser Parties will not purchase, acquire or assume, any right, title or interest in or to any of the Excluded Assets. Schedule 1.8(a) is incorporated herein by reference. (b) While the applicable Purchaser Parties will assume at the applicable Closing the Assumed Liabilities relating to the Purchased Assets, notwithstanding anything to the contrary contained in this Agreement, it is hereby acknowledged and agreed that such Purchaser Parties will not be responsible for or assume any liability, duty or obligation with respect to, and Seller (or its applicable Subsidiary) will retain and/or be responsible for the Excluded Liabilities. (c) Notwithstanding anything to the contrary contained herein, Seller shall not sell, convey, assign, transfer and deliver to any Purchaser Party at any Closing, and no Purchaser Party will purchase, acquire and accept or have any rights or obligations with respect to: (i) the

 
13 Excluded Assets or the Excluded Liabilities; (ii) any and all rights or obligations that accrue or will accrue to Seller or any of its Affiliates under this Agreement or any ancillary agreement hereto; (iii) any and all rights or obligations retained by and/or granted to Seller or any of its Affiliates pursuant to this Agreement or any ancillary agreement hereto; or (iv) any Governmental Authorizations solely relating to the Excluded Assets (and not relating in any way to the Towers or Tower Sites). 1.9 AS IS, WHERE IS. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT OR THE MASTER LEASE AGREEMENT, (A) IT IS THE EXPLICIT INTENT OF EACH PARTY THAT THE APPLICABLE PURCHASED ASSETS BEING CONVEYED, ASSIGNED, TRANSFERRED, DELIVERED OR LEASED BY THE APPLICABLE SELLER PARTY AND ACCEPTED BY THE APPLICABLE PURCHASER PARTY AT THE CLOSING ARE BEING CONVEYED, ASSIGNED, TRANSFERRED, DELIVERED OR LEASED BY SUCH APPLICABLE SELLER PARTY AND ACCEPTED BY THE APPLICABLE PURCHASER PARTY “AS IS, WHERE IS,” WITH ALL FAULTS, AND THAT NEITHER SELLER NOR ANY OF ITS AFFILIATES IS MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, OTHER THAN THOSE EXPRESSLY GIVEN IN THIS AGREEMENT (WHICH WILL SURVIVE ONLY TO THE EXTENT SET FORTH IN SECTION 9.1), INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OR REPRESENTATION AS TO THE VALUE, CONDITION, CAPACITY, MERCHANTABILITY OR SUITABILITY AS TO ANY OF THE TOWER SITES OR THE TOWERS AND PROPERTY LOCATED THEREON (OR AS TO THE GROUND LEASES, TENANT LEASES OR OTHER CONTRACTS RELATED THERETO OR ANY RIGHTS THEREUNDER), (B) PURSUANT TO THIS AGREEMENT AND/OR THE TRANSACTION DOCUMENTS, COMPANY AND/OR THE APPLICABLE PURCHASER PARTIES SHALL ASSUME AND PAY, HONOR AND DISCHARGE WHEN DUE IN ACCORDANCE WITH THEIR TERMS ANY AND ALL ASSUMED LIABILITIES, AND (C) PURSUANT TO THIS AGREEMENT AND/OR THE TRANSACTION DOCUMENTS, SELLER AND/OR THE APPLICABLE SELLER PARTIES SHALL ASSUME AND PAY, HONOR AND DISCHARGE WHEN DUE IN ACCORDANCE WITH THEIR TERMS ANY AND ALL EXCLUDED LIABILITIES. NOTWITHSTANDING THE GENERALITY OF THE FOREGOING OR ANYTHING TO THE CONTRARY HEREIN, THE TERMS OF THIS SECTION 1.9 SHALL NOT RESULT IN ANY LIMIT ON SELLER’S EXPRESS INDEMNIFICIATION AND REMEDIATION OBLIGATIONS (SUBJECT TO THE LIMITATIONS SET FORTH IN ARTICLE IX AND EXHIBIT H) HEREUNDER OR UNDER THE APPLICABLE MASTER LEASE AGREEMENT IN CONNECTION WITH ANY PRE-EXISTING CONDITIONS. COMPANY AND THE APPLICABLE PURCHASER PARTIES AGREE, TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT OR THE MASTER LEASE AGREEMENT, THAT NONE OF SELLER OR ANY OF ITS DIRECTORS, OFFICERS, MANAGERS, MEMBERS, PARTNERS, INCORPORATORS, ATTORNEYS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, AGENTS OR REPRESENTATIVES, WILL HAVE ANY LIABILITY OR RESPONSIBILITY WHATSOEVER TO COMPANY OR THE APPLICABLE PURCHASER PARTIES ON ANY BASIS (INCLUDING IN CONTRACT OR TORT, UNDER APPLICABLE SECURITIES LAWS OR OTHERWISE) BASED UPON INFORMATION PROVIDED OR MADE AVAILABLE TO COMPANY OR THE APPLICABLE PURCHASER PARTIES, EXCEPT IF ARISING OUT OF FRAUD. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NO REPRESENTATION OR WARRANTY CONTAINED IN THIS AGREEMENT IS INTENDED TO, OR DOES, COVER OR OTHERWISE PERTAIN TO ANY EXCLUDED ASSETS OR EXCLUDED LIABILITIES. 1.10 Cost of Capital. (a) To the extent a portion of the Disputed Estimated Closing Amounts that was paid as Designated Purchase Price Payment is resolved in favor of Purchaser in the Final

 
14 Closing Statement, Seller shall pay to Purchaser a return on such portion at a rate of 8.5% per annum (the “Cost of Capital Rate”) accruing daily from the date such amounts were initially required to be paid until the date of payment of such return. To the extent Purchaser is obligated to make a payment pursuant to Section 1.5(d), Purchaser shall be entitled to deduct from such payment the amount owing pursuant to this Section 1.10(a). (b) To the extent a portion of the Disputed Estimated Closing Amounts that was not paid as Designated Purchase Price Payment is resolved in favor of Seller in the Final Closing Statement, Purchaser shall pay to Seller a return on such portion at the Cost of Capital Rate accruing daily from the date such amounts were initially required to be paid until the date of payment of such return. To the extent Seller is obligated to make a payment pursuant to Section 1.5(c), Seller shall be entitled to deduct from such payment the amount owing pursuant to this Section 1.10(b). (c) To the extent there is a TCF Overfunding Amount pursuant to EXHIBIT B, then, Seller shall pay to Purchaser a return on such TCF Overfunding Amount at the Cost of Capital Rate accruing daily from the date Purchaser made a payment that gave rise to the TCF Overfunding Amount until the date of payment of such return. To the extent Purchaser is obligated to make a payment pursuant to EXHIBIT B, Purchaser shall be entitled to deduct from such payment the amount owing pursuant to this Section 1.10(c) (but shall be credited as having paid such amount). ARTICLE II THE CLOSINGS; CLOSING DELIVERIES 2.1 The Closings. (a) Multiple Closings. Upon the terms and subject to the conditions set forth in this Agreement the consummation of the transactions contemplated hereunder and thereunder may consist of two (2) or more Closings (such Closings being referred to hereunder as the First Closing and the Subsequent Closing(s), and the last Subsequent Closing shall be referred as the Final Closing). (b) Statement of Principles. It is acknowledged and agreed that it is the intention of the Parties that (i) each Designated Target Company (other than Lati Parent and any Excluded Entity) be acquired by Purchaser indirectly through the acquisition of all of the equity interests of Lati Parent and (ii) the acquisition of the Purchased Assets in Nicaragua be acquired through a sale of the Purchased Assets and Purchased Improvements in Nicaragua; provided, however, that if the condition set forth in Section 6.9 is not satisfied at a time when all other conditions to Closing for Guatemala, El Salvador and Panama are satisfied, then it is acknowledged and agreed that it is the intention of the Parties that each Designated Target Company (other than Lati Honduras, Lati Parent and Tigo Nicaragua) and its applicable Subsidiaries be acquired by Purchaser indirectly through the direct acquisition of all of the Equity Interests of Lati Parent, and Purchaser may acquire Lati Honduras and the Purchased Assets at a different time in accordance with the terms and conditions of this Agreement. (c) Lati Parent Closing. Provided that all of the conditions set forth in ARTICLE VI and ARTICLE VII have been fulfilled or waived, with respect to the Closing of the Purchased Interests (which (x) shall not include the condition set forth in Section 6.9 if (and only if) the Honduras Distribution occurs as set forth in Section 5.25 and (y) shall include all other conditions to Closing applicable to each Subsidiary of Lati Parent), the Closing of the acquisition of the

 
15 Purchased Interests will take place at the offices of Winston & Strawn LLP, 200 S. Biscayne Boulevard, Suite 2400, Miami, FL, 33131, or at such other place as the parties may agree in writing, commencing at 10:00AM (New York time) on the later of (i) one hundred twenty (120) days following the execution and delivery of this Agreement and (ii) the third (3rd) Business Day following the satisfaction or waiver of the conditions set forth in ARTICLE VI, ARTICLE VII and in compliance with Section 5.25 to the obligations of the parties to consummate the Contemplated Transactions required to be completed (other than conditions with respect to actions of the respective parties that will take place at such Closing itself, but the Closing will be subject to the taking of such actions). (d) Nicaragua Closing. Provided that all of the conditions set forth in ARTICLE VI and ARTICLE VII have been fulfilled or waived, with respect to the Closing of the Purchased Assets in Nicaragua, such Closing will take place at the offices of Winston & Strawn LLP, 200 S. Biscayne Boulevard, Suite 2400, Miami, FL, 33131, or at such other place as the parties may agree in writing, commencing at 10:00AM (New York time) on the later of (i) one hundred twenty (120) days following the execution and delivery of this Agreement and (ii) the third (3rd) Business Day following the satisfaction or waiver of the conditions set forth in ARTICLE VI, ARTICLE VII to the obligations of the parties to consummate the Contemplated Transactions required to be completed (other than conditions with respect to actions of the respective parties that will take place at such Closing itself, but the Closing will be subject to the taking of such actions). (e) Honduras Closing (if applicable). Provided that the Closing of Lati Parent has occurred after the Honduras Distribution and that thereafter all of the conditions set forth in ARTICLE VI (including Section 6.9) and ARTICLE VII have been fulfilled or waived with respect to Honduras, then the applicable Subsequent Closing of the Contemplated Transaction with respect to such Territory will take place at the offices of Winston & Strawn LLP, 200 S. Biscayne Boulevard, Suite 2400, Miami, FL, 33131, or at such other place as the parties may agree in writing, commencing at 10:00AM (New York time) on the third (3rd) Business Day following the satisfaction or waiver of the conditions set forth in ARTICLE VI and ARTICLE VII and in compliance with Section 5.25 to the obligations of the parties to consummate the Contemplated Transactions required to be completed with respect to such Territory (other than conditions with respect to actions of the respective parties that will take place at such Closing itself, but the Closing will be subject to the taking of such actions). 2.2 Closing Deliveries. (a) Lati Parent Closing. Upon the terms and subject to the conditions of this Agreement, at the Lati Parent Closing, Purchaser and Seller shall instruct the Lati Parent to : (i) proceed with the entry of the transfer of the relevant Lati Parent Purchased Interests under this Agreement in the shareholders’ register of Lati Parent ; and (ii) f ile a notice with the Luxembourg Register of Commerce and Companies in respect of the transfer of the Lati Parent relevant Purchased Interests from Seller to Purchaser and publish such notice of transfer in the Luxembourg official gazette (Recueil Electronique des Sociétés et Associations), in accordance with applicable provisions of the Luxembourg law on commercial companies of 10 August 1915, as amended. (b) Upon the terms and subject to the conditions of this Agreement, at each Closing, Seller will deliver to Company and Purchaser: each of the instruments and documents set

 
16 forth in Section 5.9 and on EXHIBIT 6.8(a) and EXHIBIT 6.8(b), as applicable together with appropriate invoices complying with the Tax requirements of the Territory or Territories, as applicable, with respect to Acquired Property conveyed, and Assumed Liabilities assumed, if any, at such Closing. Promptly following each applicable Closing, Seller will deliver to Purchaser (or a Designated Purchaser) (i) all keys or other devices necessary to allow entry, if any, to each relevant parcel of Leased Real Property or Owned Real Property, and, each Tower, Tower Site and related Property included in the conveyed Acquired Property at such Closing, ( ii) all security and access codes, if any, applicable to each parcel of Leased Real Property or Owned Real Property, and, each Tower, Tower Site and related Property included in the conveyed Acquired Property at such Closing, and (iii) all original copies (if available, otherwise, copies) of documents in its or its Affiliates’ possession and pertaining to the Acquired Property for such Closing, including, subject to Section 5.3(b), migration of historical emails and similar electronic records retained by Seller Parties to the extent with respect to the operation of such Acquired Property, including with respect to dedicated business email accounts and email domains and current or former personnel (subject to applicable data privacy laws or other applicable Laws) to the extent such records are not permanently stored or contained on or within assets constituting Acquired Property; provided, that, the foregoing requirements shall be deemed satisfied for purposes of this Section 2.2(b) (A) for ten (10) Business Days (or, in the case of the immediately preceding clause (iii), twenty (20) Business Days) following the Closing to the extent that access of the type contemplated by clauses (i), (ii) and (iii) above is being provided under the terms of the Transition Services Agreement (as defined in 5.9(b) herein) at all times from and after the Closing (subject to final delivery pursuant to the terms of the Transition Services Agreement), or (B) the parties, as of the Closing, have mutually agreed in writing on alternative transition plan providing for the delivery of all items contemplated in clauses (i), (ii) and (iii) above at a later time following the Closing than specified. (c) Upon the terms and subject to the conditions of this Agreement, at each Closing, Company and Purchaser will execute and deliver or cause to be executed and delivered to Seller, (i) The Designated Purchase Price Payment shall be paid in Current Funds and in Dollars. All amounts to be paid to Seller by or on behalf of Purchaser under this Agreement shall be paid in Current Funds to one or more bank accounts designated by Seller at least five (5) Business Days prior to the applicable Closing, and (ii) each of the instruments and documents set forth in Section 5.9 and on EXHIBIT 7.7(a) and EXHIBIT 7.7(b), as applicable, with respect to the Acquired Property conveyed and any associated Owned Real Property, and Assumed Liabilities assumed, at the applicable Closing. (d) At each Closing, in addition to dating, executing and delivering the instruments and documents referenced in this Section 2.2, each party shall also execute and deliver, or cause to be executed and delivered, such other appropriate and customary documents as any other party or its counsel reasonably may request for the purpose of consummating the Contemplated Transactions at such Closing. All of the actions to be taken and documents to be executed and delivered at each Closing (under this Agreement and each of the other agreements contemplated hereby) will be deemed to be taken, executed and delivered simultaneously, and no such action, execution or delivery will be effective until all are complete, except as specifically provided herein.

 
17 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER Seller represents and warrants to Company and Purchaser, as follows (except as disclosed in the Schedules to this Agreement that are delivered prior to or contemporaneous with the execution of this Agreement), assuming (unless otherwise set forth herein) for purposes of such representations and warranties that the Pre-Closing Restructuring had been effected immediately prior to the execution of this Agreement or, in the case of representations and warranties that relate to an earlier date or period, prior to such date or period: 3.1 Organization and Good Standing. (a) Each of Seller, applicable Designated Target Company and its Subsidiaries is duly organized, validly existing and, where such concept is recognized in the applicable jurisdiction and to the extent legally relevant, in good standing under the Laws of its jurisdiction of organization, with all requisite organizational power and authority to (i) conduct in all material respects the business conducted by such entity as now being conducted and ( ii), to own, lease or use its properties and assets that it purports to own, lease or use (including the Purchased Assets) in its business as now being conducted. Seller has made available to Purchaser true, correct and complete copies of the Organizational Documents of the applicable Designated Target Company and its Subsidiaries as in effect on the date hereof. (b) Except as set forth on Schedule 3.1(b): (i) in the case of Lati Honduras, Lati Guatemala and Lati Nicaragua, (x) from the time of their formation until the consummation of the Pre-Closing Restructuring, engaged in no business activity, and (y) following the Pre-Closing Restructuring, engaged only in the operation of the Business, (ii) in the case of Lati Panama and Lati El Salvador, have not engaged in any business activity other than the operation of the Business, and (iii) in the case of Lati Parent and InfraCo2, have not engaged in any business activity other than solely to hold the Equity Interests of the other applicable Designated Target Companies (other than Tigo Nicaragua) and the Excluded Entities (other than Tigo Nicaragua). Except as set forth on Schedule 3.1(b) and for obligations or liabilities incurred in connection with the transactions contemplated by this Agreement and, following the Pre-Closing Restructuring, the ordinary course operation of the Business, the applicable Designated Target Company and its Subsidiaries have not and will not have incurred, directly or indirectly, through any Subsidiary or Affiliate, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any material contracts, agreements or arrangements (whether written or oral) with any Person. 3.2 Duly Authorized. Each Seller Party has the requisite company or other organizational authority and power to execute and deliver this Agreement , the Pre-Closing Restructuring and the other agreements to which it is a party, with respect to the transactions contemplated hereby and closing documents contemplated hereby to which it is or will be a party (the “Seller Closing Documents”) and to perform its obligations under this Agreement and the Seller Closing Documents to which they are or will be a party. The execution and delivery of this Agreement and each of the Seller Closing Documents, as well as the consummation of the Pre- Closing Restructuring and the Contemplated Transactions, have been duly and validly authorized by all necessary corporate or other organizational action on the part of the Seller Parties. 3.3 Enforceability. This Agreement has been, and upon their execution the other Transaction Documents shall have been, duly executed and delivered by each applicable Seller Party and, assuming that this Agreement constitutes the legal, valid and binding obligation of

 
18 Company and Purchaser, constitutes the legal, valid, and binding obligation of each applicable Seller Party, enforceable against such Seller Party in accordance with its terms except to the extent (i) that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application in each Territory affecting enforcement of creditors’ rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. Upon the execution and delivery by the applicable Seller Party of the Seller Closing Documents to which it is a party, the Seller Closing Documents will constitute the legal, valid and binding obligations of such Seller Party, enforceable against such Seller Party in accordance with their respective terms except to the extent (i) that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. 3.4 Title to the Acquired Property; Sufficiency of Assets. (a) Schedule 3.4(a) sets forth, as of the date of this Agreement and for each Designated Target Company and any Subsidiary thereof (reflecting the applicable details both immediately prior to and also immediately following the Pre-Closing Restructuring) the number of authorized, issued and outstanding Equity Interests in such entity, the record owner(s) thereof and the jurisdiction of incorporation or legal organization of such entity. Except as set forth in Schedule 3.4(a), there are no other authorized, issued or outstanding Equity Interests of each Designated Target Company or any subsidiary thereof . All of the issued and outstanding Equity Interests of each Designated Target Company and any Subsidiary thereof are duly authorized, validly issued, fully-paid and non-assessable, free and clear of all liens (other than as set forth in the Organizational Documents or on Schedule 3.4(a)). (b) Except as listed on Schedule 3.4(b), during the period prior to and also for the period following the Pre-Closing Restructuring, (i) there are no Equity Interests of the Designated Target Companies or any Subsidiary thereof issued, reserved for issuance or outstanding and (ii) there are no outstanding written or oral rights, options, warrants, phantom interests, profit share, convertible or exchangeable securities, subscription, rights (including any preemptive rights, conversion rights, unit appreciation rights), calls or commitments to which Seller, or Designated Target Companies or any of their respective Subsidiaries thereof are a party or may be bound requiring the issuance or sale of any Equity Interests of the Designated Target Companies or any Subsidiary thereof , registration rights, rights of first refusal, exchange rights or other Contracts or other rights of any kind that provide for the sale or issuance by any Designated Target Company or any Subsidiary thereof of any of the foregoing or any of its Equity Interests or that provide for payment based on the value of its Equity Interests, or that may be settled by delivery of its Equity Interests. No Designated Target Company or any Subsidiary thereof is obligated to redeem, repurchase or otherwise acquire or retire any of its outstanding Equity Interests. Except as listed on Schedule 3.4(b), during the period prior to and also for the period following the Pre-Closing Restructuring, there are no voting trusts, member agreements, proxies or other agreements, arrangements or understandings to which any Designated Target Company or any Subsidiary thereof or any other Person is a party with respect to the voting of any Equity Interests of such Designated Target Company or Subsidiary thereof, dividend rights or other dispositions of any Equity Interests (other than as set forth in such Designated Target Company’s Organizational Documents). No Designated Target Company or any Subsidiary thereof has any

 
19 outstanding obligation or other liability with respect to the payment of dividends, distributions or similar participation interests, whether or not declared or accumulated. (c) Subject to no Encumbrances other than Permitted Exceptions, each Designated Target Company (directly or indirectly through a wholly-owned Subsidiary), and to the extent relating to or in connection with the Territory of Nicaragua, each other applicable Affiliate of Seller, has, and prior to the Pre-Closing Restructuring the applicable Seller Party had valid fee or leasehold (as the case may be) title and interest to all of the Towers, Tower Sites, Purchased Improvements and other related Property, except in the case of the Purchased Improvements and other related Property where there would not reasonably be expected to have a material impact on such assets. Other than the Excluded Towers and the Towers, as of the date of this Agreement, the Seller Parties do not own any Passive Infrastructure in the Territory. (d) Taking into account the Master Lease Agreement, Transition Services Agreement, the Synthetic Contracts, and Ground Leases to be entered into between Purchaser (or the applicable Designated Purchaser), on the one hand, and Seller or its applicable Affiliate, on the other hand, the Acquired Property is sufficient for the conduct of the Business by the applicable Designated Purchaser and Designated Target Company acquired by Purchaser (or the applicable Designated Purchaser) hereunder immediately following the Closing in all material respects as conducted by Seller and its Affiliates on the date of this Agreement and all times thereafter and prior to the Closing, and to perform all of their and their Affiliates’, as applicable, respective obligations under (A) the Master Lease Agreement and (B) any Existing Tenant Lease. Except as set forth on Schedule 3.4(d), intercompany services agreements, office space leases, and ground leases that are for Owned Real Property that will be replaced by the Pre-Paid Ground Leases as set forth in item (7) of EXHIBIT 6.8(b), Seller and its Affiliates (other than the Designated Target Companies and their Subsidiaries) do not provide any material services to, and do not own, lease or license assets or properties used by, the Business, the Towers, the Tower Sites or any related Property. 3.5 No Undisclosed Liabilities; Absence of Changes. (a) The Designated Target Companies and their respective Subsidiaries do not have any liabilities required to be reflected on a balance sheet prepared in accordance with IFRS, except for liabilities that (i) have been incurred in the Ordinary Course of Business and which have not resulted from a breach of contract or violation of applicable Law, (ii) have been discharged or paid off in full prior to the Measurement Time for the applicable Territory, (iii) constitute Excluded Liabilities, or (iv) individually is de minimis, or in the aggregate is material, to such Designated Target Company and its Subsidiaries, taken as a whole. (b) Except for the transactions contemplated by this Agreement, since March 31, 2024 until the date of this Agreement, there has not been any event, change, occurrence, or circumstance that would reasonably be expected to have, or has had a, Material Adverse Effect; and (c) Since March 31, 2024 until the date of this Agreement, there has not been any action, change, occurrence, circumstance or event that would have required Purchaser ’s prior written consent pursuant to the covenants and restrictions as set forth in Section 5.1 or Section 5.2 had such action or event occurred after the date hereof and prior to the Closing. 3.6 No Conflicts. Except as set forth on Schedule 3.6, neither the execution and delivery of this Agreement or the Seller Closing Documents, nor the consummation and

 
20 performance of the Pre-Closing Restructuring or any of the transactions contemplated hereby or thereby or any of the obligations hereunder or thereunder by the Seller Parties will, directly or indirectly (with or without notice or lapse of time or both) (a) contravene, conflict with, or result in a violation of any provision of the Organizational Documents of any Seller Party, (b) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy or right under, or require the consent of any Person under, any Contract to which any Seller Party is a party or any of the assets owned or used by a Seller Party may be subject, (c) subject to Section 3.8 and provided that all applicable regulatory approvals are obtained pursuant to Section 6.2, result in a violation of any existing applicable Law, rule, regulation, judgment, order or decree of any Governmental Authority having jurisdiction over a Seller Party or any of its properties, or (d) result in the imposition or creation of any Encumbrance upon or with respect to any of the Acquired Properties, in each case of the forgoing clause (b) or (c), except where such failure would not, individually or in the aggregate, materially impair or delay its ability to consummate the transaction contemplated by this Agreement. 3.7 No Consents. Except as set forth on Schedule 3.7, no declaration, filing, registration with, or notice to, consent, approval, or authorization of any Governmental Authority or other Person is required to be obtained or made in connection with the execution and delivery of this Agreement or the Seller Closing Documents or the consummation or performance of any of the Pre-Closing Restructuring, Contemplated Transactions or the Seller Parties’ obligations hereunder or under any Seller Closing Document (including without limitation, any Person who is a party to any Contract to which a Seller Party is a party). 3.8 Compliance with Governmental Authorizations and Legal Requirements . The following representations and warranties are being given for both the period immediately prior to and the period immediately following the Pre-Closing Restructuring. For purposes of this Section 3.8, references to Seller Parties shall mean (x) the Designated Target Companies and their Subsidiaries and (y) to the extent relating to or in connection with the Territories that are subject to this Agreement, Seller and other Affiliates of Seller. (a) Schedule 3.8(a)(i) sets forth all Governmental Authorizations held by (i) any Seller Party as of the date of this Agreement and (ii) any Seller Party prior to the Pre-Closing Restructuring, in each case, that relate to the ownership, construction, use or operation of each of the Towers and Tower Sites or the conducting of its business as currently conducted. Except as set forth on Schedule3.8(a)(i), no such Governmental Authorizations are as of the date of this Agreement subject to any restriction or condition that materially limit the ownership, construction, use or operation of such Towers and Tower Sites, except for restrictions and conditions generally applicable to Governmental Authorizations of such type. Except as disclosed on Schedule 3.8(a)(i), such Governmental Authorizations are currently paid as of the date of this Agreement and as of the applicable Closing and are in full force and effect in each case, in all material respects, and to the Knowledge of Seller, no Seller Party is in material breach or violation of, or in default in the performance, observance or fulfillment, and to the Knowledge of Seller, and as of the date of this Agreement, there is no circumstance or fact that would reasonably be expected to be material to the Business that would be reasonably likely to result in the early termination or cancellation of any such Governmental Authorization. Seller and its Affiliates do not hold any Governmental Authorizations that relates in part to the Excluded Assets, on the one hand, and to the Acquired Property, Towers, Tower Sites or related Property, on the other hand. (i) Except as disclosed on Schedule 3.8(a)(i), as of the date hereof, there are no Municipal Fees.

 
21 (ii) Schedule 3.8(a)(i) sets forth all the civil aviation permits held by each Seller Party as of the date of this Agreement for the ownership, construction, use and operation of the Towers and Tower Sites or the conducting of the Business by Seller in the Ordinary Course of Business. The operation of the Towers, the Tower Sites and business of the Seller Party and its Affiliates with respect to the Towers and the Tower Sites has been in compliance with such permits in all material respects (including in respect of any applicable grace periods or similar provisions applicable to compliance under such permits and the height, type structure and lighting requirements as authorized by such permits)) and, except as set forth on Schedule 3.8(a)(ii) and since the last three (3) years, no Seller Party has received any written notice or other written communication from any Governmental Authority or Person regarding any actual, alleged, or potential violation of, failure to comply with, revocation, withdrawal, suspension, cancellation, termination or modification (excluding recurring renewal notif ications) of any such permit. (b) Except with respect to Governmental Authorizations that relate to the ownership, use and operation of the Towers and Tower Sites, which is solely governed by Section 3.8(a) and Section 3.8(c): (i) each Seller Party (and each Subsidiary thereof) is in compliance with each Legal Requirement that is applicable to it with respect to the Acquired Property in all material respects and (ii) no Seller Party or any Subsidiary thereof has received any written notice or other written communication, or, to the Knowledge of Seller, is subject to investigation or proceeding, from any Governmental Authority that remains pending as of the date hereof that such Seller Party or any Subsidiary thereof (relating to the Business) lacks any necessary Governmental Authorizations. (c) The Seller Parties have paid all recurring fees and other similar recurring payments due to any Governmental Authority or any other Person pursuant to a Governmental Authorization requiring such recurring fees, and to the Knowledge of Seller, the Seller Parties have paid all other fees and other payments due to any Governmental Authority or any other Person pursuant to all other Governmental Authorizations and applicable Law, in each case in connection with the construction and operation of the Towers and Tower Sites. The Seller Parties are, and since January 1, 2022 have been, in compliance in all material respects with all terms, conditions and provisions of any Governmental Authorization to which it is a party pertaining to the Towers, Tower Sites or related Property. None of the Seller Parties (i) is in default or violation of any term, condition or provision of any Governmental Authorization to which it is a party pertaining to the Towers, Tower Sites or related Property or (ii) has received any notice or other communication (whether oral or written) from any Governmental Authority or Person that any such Governmental Authorization is subject to any adverse action by such Governmental Authority or Person, in each case, which would reasonably be expected to result in material liability to the applicable Seller Party, or in material liability to any Tower or Tower Site. Except as set forth on Schedule 3.8(c), all applications required to have been duly filed for the renewal of such Governmental Authorizations on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Governmental Authorization have been duly made on a timely basis with the appropriate Governmental Authority or Person. 3.9 Corruption, AML Laws, Sanctions. For purposes of this Section 3.9, references to Seller Parties shall mean (x) the Designated Target Companies and the Designated Target Companies’ Subsidiaries and (y) to the extent relating to or in connection with the Territories that

 
22 are subject to this Agreement, Seller and other Affiliates of Seller. Except for those matters that would not, and would not reasonably be expected to be, individually or in the aggregate, material: (a) Each Seller Party as well as their respective Subsidiaries and Affiliates is, and during the last six (6) years (or since such entities date of formation, if shorter) has been, in compliance with all applicable Laws, including but not limited to any and all AML Laws, International Trade Laws and Anti-Corruption Laws, and, to the extent applicable, none of the Seller Parties or their Subsidiaries or Affiliates, nor any of their respective directors, officers, employees, or, to the Knowledge of Seller, any other Persons acting for or on their behalf has violated any AML Laws, International Trade Laws or Anti-Corruption Laws. (b) For the past six (6) years, (or since such entities date of formation, if shorter) each Seller Party and each Seller Party’s Subsidiaries and Affiliates has implemented and maintained commercially reasonable and legally required policies, procedures, and internal controls to ensure that each Seller Party and each Seller Party’s Subsidiaries and Affiliates have complied with all applicable AML Laws (to the extent applicable), International Trade Laws and Anti-Corruption Laws, including but not limited to the detection and prevention of bribery, accounting and recordkeeping for financial transactions and expenses, and third -party risk management.; (c) For the past six (6) years (or since such entities date of formation, if shorter),each Seller Party and each Seller Party’s Subsidiaries and Affiliates has maintained books and records in compliance with Anti-Corruption Laws and AML Laws (to the extent applicable) that, in reasonable detail, accurately and fairly reflect their transactions and dispositions of assets. (d) For the past six (6) years (or since such entities date of formation, if shorter), none of the Seller Parties or their Subsidiaries or Affiliates, nor any of their respective directors, officers, employees, or, to the Knowledge of Seller, any other Person acting for or on their behalf has (A) received any written notice from any Governmental Authority or other Person regarding any Proceeding, written or verbal notice of any violation, alleged violation, or any suspected violation relating to any provision of any Law, including but not limited to AML Laws (to the extent applicable), International Trade Laws, or Anti-Corruption Laws, or (B) made any voluntary or involuntary disclosure to any Governmental Authority or other Person regarding any actual or possible violation of, or failure to comply with any provision of, Law, including but not limited to AML Laws (to the extent applicable), International Trade Laws or any Anti-Corruption Laws. (e) For the past six (6) years (or since such entities date of formation, if shorter), none of the Seller Parties or their Subsidiaries or Affiliates, nor, to the Knowledge of Seller, any manager, officer, agent, employee or other Person acting for or on their behalf, has, in the course of its actions for or on behalf of the Seller Parties or their Subsidiaries or Affiliates, (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any government officials or any other Person using corporate funds; (iii) violated or is in violation of any Anti-Corruption Laws; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any government official or any other Person. (f) For the past six (6) years (or since such entities date of formation, if shorter), none of the Seller Parties or their Subsidiaries or Affiliates, nor any of their respective directors, officers, employees, or, to the Knowledge of Seller, any other Person acting for or on

 
23 their behalf, has engaged in any business or dealings, directly or indirectly, involving or relating to a Sanctioned Country or Sanctioned Person in violation of sanctions Laws. (g) For the past six (6) years (or since such entities date of formation, if shorter), none of the Seller Parties or their Subsidiaries or Affiliates, nor any of their respective directors, officers, employees, or, to the Knowledge of Seller, any other Person acting for or on their behalf, is a Sanctioned Person or located, organized or resident in a Sanctioned Country. 3.10 Legal Proceedings and Orders. Except as set forth on Schedule 3.10, as of the date of this Agreement and for the three (3) years prior to the date hereof, there is and has been no Proceeding pending or, to the Knowledge of Seller, threatened (a) against Seller, a Designated Target Company (or any Subsidiary thereof) or any Affiliate of Seller that relates to or is reasonably likely to materially affect any of the Acquired Property or their ownership, use, operation or maintenance, or the Assumed Liabilities, or (b) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, the consummation of any of the Contemplated Transactions. Except as set forth on Schedule 3.10, as of the date of this Agreement and for the three (3) years prior to the date hereof, no Seller Party or any Affiliate of Seller is or has been subject to any material Order that (i) relates to any of the Acquired Property or the Assumed Liabilities, (ii) otherwise binds any such Acquired Property, or (iii) would individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the Seller Parties’ ability to consummate the Contemplated Transactions or perform its obligations hereunder or under any of the Seller Closing Documents. Schedule 3.10 sets forth a true, correct and complete list as of the date hereof of any Contract that was entered into in connection with the settlement or other resolution of any Proceeding pursuant to which a Seller Party (relating to the Business) has any ongoing material performance obligations. 3.11 Utilities; Access; Expenses. Except as disclosed on Schedule 3.11, (a) the electricity or other utility services currently available to each Tower and Tower Site are as of the date hereof adequate for the equipment being used by the Affiliates of the Seller Parties or Tenants in any Existing Tenant Lease and any lighting of a Tower, and to the Knowledge of Seller, for any other use currently granted pursuant to any Existing Tenant Lease prior to Closing, (b) other than such power for such equipment referenced in clause (a), there are no other utility services used or required to be used at such Tower or Tower Site, and (c) except for (i) any access or easement restrictions specified in any Ground Leases (it being understood that none of them prohibits access to the Tower Sites), (ii) Permitted Exceptions (it being understood that none of them prohibits access to the Tower Sites) and (iii) Seller having to provide not more than 24 hours’ prior notification and/or a list of authorized personnel for access, Seller has obtained all Easements and rights-of-way that are reasonably necessary to provide, for the term of the applicable Ground Lease or (in each case, as amended, renewed or extended from time to time), pedestrian or vehicular access by Seller (or any successor under the applicable Ground Lease or other ground lease), and Seller (including any such successor) has reasonable (given its location) pedestrian or vehicular access, to and from each of the Towers and Tower Sites (on one end) and to at least one public road (or private road with the use of easement or other similar right) (on the other end) without the need for any Governmental Authorization that has not been obtained and with no ongoing cost. As of the date of this Agreement, no Proceeding is pending or, to the Knowledge of Seller, threatened or event or condition existing which, individually or in the aggregate, would have the effect of terminating or limiting in any material respect any such access. As of the date of this Agreement and to the Knowledge of Seller, Seller has vehicular access to each Tower Site except as set forth on Section 3.11.

 
24 3.12 Site Master Matrix. (a) Schedule 1(c) includes all Towers and Tower Sites that are owned, leased or otherwise operated by each applicable Seller Party (or a wholly-owned Subsidiary thereof) in its respective Territory as of the date of this Agreement (but assuming the consummation of the Pre- Closing Restructuring). Schedule 1(c) sets forth, with respect to each Tower Site listed in Schedule 1(c), the address (to the extent available) or other location identif ier, approximate height, Tower type and Seller’s identif ication number, in each case as of the date hereof , which information, is true, correct and complete in all material respects. (b) Schedule 1(b) lists and includes all Existing WIP Sites in each Territory as anticipated as of the date of this Agreement (but assuming the consummation of the Pre-Closing Restructuring). Schedule 1(b) sets forth, with respect to each Existing WIP Site listed in Schedule 1(b), the address (to the extent available) or other location identif ier, approximate future height, tower type, and Seller’s preliminary identif ication number, in each case as of October 24, 2024, which information, is true, correct and complete in all material respects. 3.13 Towers & Tower Sites, Structure. (a) Except as otherwise stated in Schedule 3.13(a), (i) to the Knowledge of Seller, the Purchased Assets, Towers and Tower Sites (including Tower lights and grounding systems) are, in all material respects in satisfactory operating condition for the uses to which they are currently being put, subject to ordinary wear and tear, and (ii) to Knowledge of Seller, the Towers, taken as a whole, have been operated and maintained, in all material respects, in the Ordinary Course of Business. (b) Except as set forth on Schedule 3.13(b), to the Knowledge of Seller, as of the date such Towers were built or acquired, such Towers were operational, no additional work was required for such operation and the Towers had such structural capacity under ANSI/TIA-222- G-2005 standards (or, if built before 2010, under ANSI/TIA-222-F-1995) to support the current load and all additional loading that is permitted pursuant to contractual obligations to Tenants, subject to the terms and conditions of such leases. To the Knowledge of Seller, as of the date of this Agreement, there are no (i) adverse physical conditions or (ii) latent defects affecting any Towers, other than adverse conditions or defects arising in the Ordinary Course of Business that (x) would be repaired as identif ied in the Ordinary Course of Business or (y) have been fully remedied prior to the Closing Date. 3.14 Tower Cash Flow. Schedule 3.14 sets forth a true, correct, and complete calculation of the annualized TCF for the Tower Sites in each Territory as of the month set forth in EXHIBIT F, and to the Knowledge of Seller, as of the date hereof, no Seller Party has received any written notice or other written communication of any existing, pending or threatened events that would or would reasonably be expected to adversely affect the TCF in any material respect. Except as included on EXHIBIT I and for items customarily included in corporate overhead that do not apply to a specific Tower (or group thereof) or Tower Site (or group thereof) , there are no recurring costs relating to the Towers, Tower Sites or related Property in the applicable Territory. 3.15 Contracts. (a) Schedule 3.15(a)(i) contains a true, correct and complete list of each Ground Lease for the Tower Sites listed on Schedule 1(c) and Existing WIP Sites listed on Schedule 1(b). Schedule 3.15(a)(ii) sets forth the Ground Leases that have expired (the “Expired

 
25 Ground Leases”), it being understood that any Ground Lease renewed on a month-to-month, or otherwise on a rolling basis, is not an Expired Ground Lease. With respect to each such Ground Lease that has not expired, and except as set forth on Schedule 3.15(a)(iii), at the applicable Closing at which such Ground Lease is transferred to Purchaser, a Seller Party will be the original lessee (or will have validly succeeded to the rights of the original lessee on or prior to the applicable Closing) under each of the Ground Leases with respect to the Leased Real Property, will hold the leasehold interest created under each of the Ground Leases, and will be the sole owner of (or has exclusive rights to) the Purchased Improvements located on the Leased Real Property being leased thereunder. Except as set forth on Schedule 3.15(a)(iv), each Tower (in whole or in part) in the applicable Territory is located within the respective legal parcel (to which the Ground Lessor has valid and enforceable title and interest) that includes the leased area under the associated Ground Lease for such Tower Site and, to the Knowledge of Seller, the Purchased Improvements (in whole or in part) are located within the respective legal parcel (to which the Ground Lessor has valid and enforceable title and interest) that includes the leased area under the associated Ground Lease for such Tower Site. The applicable Seller Party is in actual, peaceful and undisturbed possession of the leased premises under each such Ground Lease (subject to the rights of Tenants and holders of Permitted Exceptions). At the Closing at which such Ground Lease is transferred to Purchaser (other than with respect to any Synthetic Contracts), (i) such Seller Party’s interest in the Ground Leases and the Purchased Improvements in connection therewith are free and clear of all liens and encumbrances, excepting only the Permitted Exceptions and liens or encumbrances which will be discharged at or prior to the Closing or are created by or through Company, Purchaser or any of their Affiliates; and (ii) such Seller Party is not obligated to pay any additional rent or charges to any ground lessor or third party for any period subsequent to the Closing Date in connection with such Ground Lease. Furthermore, except as set forth on Schedule 3.15(a)(v), at the applicable Closing at which such Ground Lease is transferred to Purchaser, (i) each Ground Lease (as modified or amended) that has not expired will be in full force and effect in all material respects and was duly authorized, executed and delivered by the applicable Affiliate of Seller, (ii) Seller or its Affiliates who are party to, and to the Knowledge of Seller, the other parties to, each such Ground Lease (as modified or amended) are in compliance in all material respects with the material terms thereof, (iii) such Seller Party has not received any written notice from or given written notice to any Person claiming that such Person or such Seller Party, as applicable, is in breach or default in any material respect under any such Ground Lease, and no such breach or default by such Seller Party exists, in each case except for such breaches, defaults, events and other circumstances as to which requisite waivers or consents have been obtained, (iv) none of such Ground Leases provides for non-monetary rent, barter or other similar consideration to the Ground Leases on a current basis and there are no past due amounts, (v) no lessor of the Ground Lease has notif ied Seller in writing that it intends to not renew, or terminate or repudiate or materially alter its Ground Lease or increase the rent of the Ground Lease prior to or at the end of the current term of such Ground Lease, (vi) Seller has not promised or offered any material changes in terms (including rent increases) of the Ground Lease other than in the Ordinary Course of Business, (vii) Seller has no obligation under any such Ground Lease to relocate any Tower, except in connection with the expiration of such Ground Lease in accordance with its terms, (viii) to the Knowledge of Seller, there are no attempts or discussions by Seller or its Affiliates to acquire any interest in the real property that is the subject of the Ground Lease, ( ix) no Ground Lessor has the right to unilaterally terminate the applicable Ground Lease other than for “cause” as referenced thereunder, except as set forth on Schedule 3.15(a)(ix) for any Ground Leases with a Governmental Authority or indigenous community, and (x) each Ground Lease shall permit sublease, including by its express terms or silence (where applicable) with respect to subleasing on the applicable Tower, except as set forth on Schedule 3.15(a)(x), and without the requirement to pay additional moneys or any such consideration to any other Person (except to a Governmental Authority or indigenous community as required by applicable Law). For the avoidance of doubt,

 
26 Seller is not providing any representations and warranties with respect to any Expired Ground Lease. (b) Schedule 3.15(b)(i) contains a true, correct and complete list of each Tenant Lease for the Tower Sites listed on Schedule 1(c). With respect to each such Tenant Lease, and except as set forth on Schedule 3.15(b)(ii), a Seller Party is (or at the applicable Closing will be) the original lessor (or will have validly succeeded to the rights of the original lessor on or prior to the applicable Closing) under such Tenant Lease. Except as provided in Schedule 3.15(b)(iii), no Tenant is entitled to any rental concessions or abatements in rent for any period subsequent to the applicable Closing Date. Such Seller Party’s interest in such Tenant Leases is, and at the applicable Closing will be, free and clear of all liens and encumbrances, excepting only the Permitted Exceptions and liens or encumbrances which will be discharged at or prior to the applicable Closing or are created by or through Company, Purchaser or any of their Affiliates. Furthermore, except as set forth on Schedule 3.15(b)(iv), (i) each such Tenant Lease (as modified or amended) is in full force and effect in all material respects has been duly authorized, executed and delivered by an Affiliate of Seller and is a legal, valid and binding obligation against such Affiliate, (ii) the Tenant under each Existing Tenant Lease has accepted possession of its premise under its Tenant Lease and has installed and maintains its own Communications Equipment on the applicable Tower, (iii) there are (A) no security deposits under such Tenant Leases except as expressly set forth therein and (B) no rents prepaid by more than thirty (30) days except for as included in the proration calculations under Section 8.5, (iv) no Tenant Lease provides for non- monetary rent, barter or other similar consideration to the lessor thereunder, (v) to the Knowledge of Seller, no Tenant has notified such Affiliate in writing that it intends to not renew, or terminate or repudiate its Tenant Lease prior to or at the end of the current term of such Tenant Lease (except for the Claro Panamanian Lease termination notice, a copy of which is set forth in Schedule 3.15(b)(iv)), (vi) as of the date hereof, all rents set forth in each Tenant Lease have been collected on a current basis and there are no past due amounts thereunder, (vii) there is no contract pursuant to which a third party is entitled to negotiate or agree to any Tenant Lease on behalf of Seller, (viii) to the Knowledge of Seller, no Tenant has entered into any sublease or similar arrangement with respect to Tenant’s rights under its Tenant Lease, (ix)Seller and its Affiliates who are parties to, and to the Knowledge of Seller, each of the other parties to, each such Tenant Lease (as modified or amended) are in compliance in all material respects with the material terms thereof, (x) no Tenant has the right to unilaterally terminate the Tenant Lease other than for “cause” as referenced thereunder, and (xi) no Seller Party or Affiliate of Seller has received any written notice from or given written notice to any Person claiming that such Person or such Seller Party or Affiliate, as applicable, is in breach or default in any material respect under any such Tenant Lease, and no such breach or default exists, except for such breaches, defaults, events and other circumstances as to which requisite waivers or consents have been obtained. (c) Other than the Tenant Leases, Ground Leases and the Permitted Exceptions, there are no leases, subleases, licenses or other occupancy agreements (written or oral) which grant any possessory interest in or to any of the Towers or Tower Sites or the Property or the Improvements thereon, or which grant other rights with respect to the use of any thereof. For purposes of this Section 3.15 and all other provisions of this Agreement, the term “leasehold interest” or “leasehold title” shall, in the case of Ground Leases which are tenancy agreements, refer to the interest of Seller as tenant under such Ground Leases. At the applicable Closing, Seller will, and will cause each other Seller Party to, transfer to Purchaser or a Designated Purchaser good and valid leasehold title in each of the Ground Leases that have not expired that are transferred to it at such Closing, in each case, subject to the Tenant Leases and any Permitted Exceptions and any liens or encumbrances that are created by or through Company, Purchaser or any of their Affiliates. Except for the Tower Sites listed on Schedule 3.15(b)(ii), a Seller Party leases

 
27 its interest in each Tower Site and such Seller Party does not own the real property with respect to such Tower Sites. (d) Other than the Master Lease Agreement, and as listed on Schedule 3.15(d), there are no other master agreements or master arrangements between the Seller Parties and any Person that prescribe rental rates that can be charged to any Person who leases space in the future on any of the Towers or Improvements. Seller has made available to Company and Purchaser copies of each Contract listed on Schedule 3.15(d), including any amendments, that are true, correct and complete. Each such Material Contract listed on Schedule 3.15(d) is in full force and effect, has not been modified or amended and is a valid and binding agreement of the applicable Seller Party enforceable against the applicable Seller Party in accordance with its terms and against the applicable counterparty, except as such enforceability may be limited by the applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application in each Territory affecting enforcement of creditors’ rights general. Neither a Seller Party (relating to the Business) or the Designated Target Company (or any Subsidiary thereof) nor, to the Knowledge of Seller, any other party to any such Contract in Schedule 3.15(d) is in material breach of or material default under, or has, during the six (6) months prior to the date hereof, provided or received any notice (written or oral) of any intention to terminate any such Contract in Schedule 3.15(d). To the Knowledge of Seller, no event or circumstance has occurred during the six (6) months prior to the date hereof or, to the Knowledge of Seller, is reasonably expected to occur, that would (i) constitute a material breach of or material event of default as of the date hereof by, (ii) result in a right of termination for, or (iii) cause or permit the acceleration of or other changes to any material right or obligation or the loss of any material benefit for, in each case, any party under any such Contract in Schedule 3.15(d), except in each case of clauses (i), (ii) and (iii), where such breach, default, termination right or other result has not had or would not reasonably be expected to be material to the Designated Target Company and its Subsidiaries, taken as a whole. No such Contract listed in Schedule 3.15(d) contains any deferred payment or earn-out obligation payable or revenue or rent share by the Seller Party (relating to the Business) or Designated Target Company (or any Subsidiary thereof) which is outstanding. (e) Other than the Ground Leases, Tenant Leases, and as listed on Schedule 3.15(d) (which, for the avoidance of doubt, shall also be a Material Contract), the Designated Target Companies and their Subsidiaries, and to the extent relating to or in connection with the Territory of Nicaragua, each other applicable Affiliate of Seller, have no other Material Contracts. (f) There are no Contracts relating to Indebtedness of the Designated Target Companies or their Subsidiaries. (g) The lists provided pursuant to Section 5.26(a)(i) and Section 5.26(a)(ii) are true, correct and complete as of the date of delivery of such lists and as of the applicable Closing . (h) None of the Claro Panamanian Leases expire earlier than March 14, 2032. 3.16 Insurance. Schedule 3.16 sets forth a list of all insurance policies in effect and maintained, owned or held by or on behalf of the Seller Parties or relating to the Towers and Tower Sites as set forth in Schedule 1(c). As of the date hereof, such policies are in full force and effect, and all premiums due on such policies have been paid. All premiums past due have been paid and no outstanding notice of default, cancellation or termination has been received by or on behalf of Seller, the Seller Parties or any of their respective Affiliates with respect to any such policy (except notices in connection with scheduled renewals). All such policies of insurance

 
28 collectively provide coverage to the Seller Parties in amounts not less than as required by applicable Law and any contract to which any Seller Party is a party. Since January 1, 2022, there have been no material claims by the Seller Parties under any such policy as to which coverage has been denied or disputed in any material respect by the underwriters of such policy. All loss runs with respect to insurance claims made by the Seller Parties with respect to the Towers, Tower Sites related Property or the Business since January 1, 2022 that are reasonably available to Seller have been made available to Purchaser. 3.17 Related Transactions. Except as set forth in Schedule 3.17, no Seller Party nor any of its Affiliates (i) is a party or subject to any transactions or Contract between Seller or any Designated Target Company (or Subsidiary thereof) and any of its or any of their executive officers or directors, any member of the immediate family of any thereof, or any Affiliate of any of the foregoing, including any Contract providing for the construction, ownership or operation of any of the Towers or Tower Sites furnishing of services to or by, providing for rental of property, real, personal or mixed, to or from, or providing for the lending or borrowing of money to or from, the leasing of property to or from, or otherwise requiring payments to or from, any such Person (other than employment arrangements), (ii) to the Knowledge of Seller, owns or has owned, directly or indirectly, any equity or other financial or voting interest in any competitor, supplier, licensor, lessor, distributor, independent contractor or customer of a Designated Target Company (or Subsidiary thereof), or to the extent relating to or in connection with the Territory of Nicaragua, any other applicable Affiliate of Seller, (iii) has borrowed money from or loaned money to any Designated Target Company (or Subsidiary thereof) that is currently outstanding, (iv) has initiated or threatened, in writing, to initiate any Proceeding against a Designated Target Company (or Subsidiary thereof), (v) owns or controls the land under or adjacent any of the Tower Sites, or (vi) to the Knowledge of Seller possesses, directly or indirectly, any financial interest in, or is a director, officer or employee of, any Person (other than a Designated Target Company or Subsidiary thereof) which is a material client, supplier, customer, lessor, lessee, or competitor of the Designated Target Company (or Subsidiary thereof), or to the extent relating to or in connection with the Territory of Nicaragua, any other applicable Affiliate of Seller (collectively, “Seller Related Party Agreements”). True, correct and complete copies of all Seller Related Party Agreements have been made available to Purchaser. 3.18 Insolvency. No Order has been made or petition presented or resolution passed for the winding up of Seller or any Designated Target Company (or Subsidiary thereof) or any Seller Party owning Purchased Assets prior to the Pre-Closing Restructuring, or to the extent relating to or in connection with the Territory of Nicaragua, any other applicable Affiliate of Seller, and no distress, execution or process has been levied against Seller or any Designated Target Company (or Subsidiary thereof), or to the extent relating to or in connection with the Territory of Nicaragua, any other applicable Affiliate of Seller, or any of their respective assets (including, without limitation, any of the Purchased Interests or Purchased Assets, as applicable). No Seller Party is insolvent or unable to pay its debts as and when they come due (and will not be rendered so as a result of the consummation of the Contemplated Transactions or the performance of its obligations under this Agreement and the other Seller Closing Documents). No Seller Party has entered into, is subject to (voluntarily or involuntarily) and has intention to file, any bankruptcy or insolvency proceedings, and there is no unfulfilled decree or Order outstanding against such Seller Party. 3.19 Title & Liens. (a) Except as set forth on Schedule 3.19(a) and except for Permitted Exceptions, Ground Leases, Tenant Leases and liens or encumbrances that will be discharged at

 
29 or prior to the applicable Closing or are created by or through Company, Purchaser or any of their Affiliates: Seller directly or indirectly holds all right, title and interest in, under and to the Acquired Property (other than its leasehold interest in the real property subject to the Ground Leases, which is subject to Section 3.14 free from all Encumbrances). None of the Seller Parties nor their Affiliates directly or indirectly hold any right, title or interest in the real property underlying any of the properties subject to the Ground Leases. (b) Except as set forth on Schedule 3.19(b), Seller or an Affiliate holds all right, title and interest in, under and to the real property listed on Schedule 3.19(b) (the “Owned Real Property”). At the applicable Closing with respect to any Tower or Tower Site located on Owned Real Property, Purchaser will acquire a valid leasehold interest (subject to applicable Laws) to, and occupancy of (subject to the rights of any Tenants), the Owned Real Property. 3.20 Environmental. To the Knowledge of Seller, except to the extent set forth on Schedule 3.20, the Purchased Assets and the Leased Real Property and the Owned Real Property, are free in all material respects of any contaminant, pollutant, hazardous waste or other substance the reporting or remediation of which is required under any Legal Requirements and which are present in quantities or concentrations exceeding any applicable action or notif ication threshold under applicable Legal Requirements.Taxes and Assessments. Except as set forth on Schedule 3.21: (a) all income and other material Tax Returns required to be filed by the Designated Target Companies and their Subsidiaries have been properly prepared and timely filed, such Tax Returns are true, complete and correct in all material respects, and the Designated Target Companies and their Subsidiaries (i) have fully and timely paid all material Taxes owed by the Designated Target Companies (whether or not shown on any Tax Return), and (ii) have made adequate provision for any Taxes that are not yet due and payable (or which are being contested in good faith), for all taxable periods, or portions thereof, ending on or before the Closing Date . (b) all income and other material Tax Returns required to be filed by Tigo Nicaragua in respect of the Purchased Assets and the business conducted therewith (including under the Ground Leases or under applicable Legal Requirements or Governmental Authorizations) have been properly prepared and timely filed, such Tax Returns are true, complete and correct in all material respects, and Tigo Nicaragua (i) has fully and timely paid all Taxes (including, but not limited to, real property taxes, personal property taxes and business licenses taxes) owed by it (whether or not shown on any Tax Return) in respect of the Purchased Assets and the business conducted therewith, and (ii) has made adequate provision for any Taxes in respect of the Purchased Assets and the business conducted therewith that are not yet due and payable, for all taxable periods, or portions thereof, ending on or before the Closing Date . (c) no audit or other administrative proceeding is pending or being conducted or threatened in writing with respect to any Tax Return filed by Seller or a Designated Target Company (or Subsidiary thereof), or by Tigo Nicaragua in respect of the Purchased Assets and the business conducted therewith. No Governmental Authority has given written notice of any intention to assert any deficiency or claim for additional Taxes against Seller or a Designated Target Company (or Subsidiary thereof), or against Tigo Nicaragua in respect of the Purchased Assets and the business conducted therewith, and all deficiencies for Taxes asserted or assessed in writing against Seller or a Designated Target Company (or Subsidiary thereof), or against Tigo Nicaragua in respect of the Purchased Assets and the business conducted therewith, have been fully and timely paid or otherwise settled. No judicial proceeding is pending or being conducted with respect to any Tax Return filed by Seller or a Designated Target Company (or Subsidiary

 
30 thereof), or by Tigo Nicaragua in respect of the Purchased Assets and the business conducted therewith. (d) there are no Encumbrances, other than Permitted Exceptions, for Taxes upon the Purchased Assets or any properties or assets, tangible or intangible, of the Designated Target Companies and their Subsidiaries. (e) there are no outstanding agreements or waivers extending, or having the effect of extending, the statutory period of limitation for the assessment and collection of any Taxes applicable to any material Tax Returns required to be filed with respect to Seller or a Designated Target Company (or Subsidiary thereof). There are no outstanding powers of attorney granted by the Designated Target Companies or their Subsidiaries with respect to material Taxes for any taxable period beginning after the Closing Date. (f) no Designated Target Company (or Subsidiary thereof) is, nor has ever been, a member of an affiliated group of corporations within the meaning of Section 1504 of the Code (or any similar provision of state, local, or non-U.S. Law), or has any liability for the Taxes of any Person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or non-U.S. Law), as a transferee or successor, or by contract or otherwise. (g) no Designated Target Company (or Subsidiary thereof) is a party to any Tax sharing, Tax indemnity, Tax allocation or similar agreement or arrangement with respect to Taxes (other than agreements entered into in the ordinary course and the primary purpose of which is not related to Taxes). (h) Seller and each Designated Target Company and their Subsidiaries have each withheld from their respective employees, independent contractors, creditors, stockholders and third parties and timely paid over to the appropriate Governmental Authorities proper and accurate amounts for all periods ending on or before the Closing Date in material compliance with all Tax withholding and remitting provisions of applicable Laws and have complied in all material respects with all Tax information reporting provisions of all applicable Laws. (i) no written claim has been made by a Governmental Authority in a jurisdiction where Seller or a Designated Target Company (or Subsidiary thereof) does not file Tax Returns that Seller or a Designated Target Company (or Subsidiary thereof) is subject to taxation by that jurisdiction. (j) no Designated Target Company (or Subsidiary thereof) will be required to include in a taxable period ending after the Closing Date material taxable income attributable to income that accrued in a taxable period prior to such Closing Date but was not recognized for Tax purposes in such prior taxable period (or to exclude from taxable income in a taxable period ending after the Closing Date any material deduction the recognition of which was accelerated from such taxable period to a taxable period prior to the Closing Date) as a result of (i) any installment sale or open transaction disposition occurring on or prior to the Closing Date, (ii) the completed contract method of accounting, the long-term contract method of accounting, the cash method of accounting, or any change in accounting method made prior to the Closing Date, (iii) an election under Section 481 of the Code or comparable provisions of state, local or non-U.S. Tax law made prior to the Closing Date or (iv) a “closing agreement” executed prior to the Closing Date, (v) any prepaid amount received on or prior to the Closing Date.

 
31 (k) on or prior to the Closing Date, each Designated Target Company and its Subsidiaries will have properly and in a timely manner documented its transfer pricing methodology in compliance with Sections 482 and 6662 of the Code (and any related sections), the Treasury Regulations promulgated thereunder and any comparable provisions of state, local or foreign Tax Law. (l) neither Seller nor the Designated Target Companies (or Subsidiary thereof) have engaged in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2). No Designated Target Company (or Subsidiary thereof) has at any time entered into or been engaged in or been a party to or promoter of any scheme, transaction or arrangement which was required by Law to be specifically disclosed to a Tax Authority or a main or dominant purpose or object of which was the avoidance or deferral or the obtaining a reduction in or other advantage in respect of any Taxes. (m) within the past three (3) years, no Designated Target Company (or Subsidiary thereof) has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify under Section 355(a) of the Code. (n) neither entering into this Agreement nor consummating the transactions contemplated hereby, nor, so far as Seller is aware, any other event, transaction, action or circumstance will give rise to any liability for Tax or result in the withdrawal or clawback of any Tax benefit for a Designated Target Company (or Subsidiary thereof) as a result of such Designated Target Company (or Subsidiary thereof) ceasing to be a member of a group with any other Person for Tax purposes. (o) there are no existing or pending special assessments, fees or similar obligations assessed by any Governmental Authority affecting any of the Acquired Property that have not been fully paid. 3.22 Expropriation. Except as set forth on Schedule 3.22, there are no present, or to the Knowledge of Seller, pending or threatened legal or administrative Proceedings relative to expropriation, condemnation or other taking by any Governmental Authority, of any Acquired Property, any portion of the Property or the businesses conducted by any Seller Party (pertaining to the Towers, Tower Sites or related Property) or Designated Target Company (or any Subsidiary thereof). 3.23 Brokers. Except as set forth on Schedule 3.23, no broker, f inder or similar intermediary has acted for or on behalf of any Seller Party in connection with this Agreement or the Contemplated Transactions, and no broker, f inder, agent or similar intermediary is entitled to any broker’s, finder’s or similar fee or other commission in connection therewith based on any agreement with any Seller Party or any action taken by them. 3.24 Absence of Pre-Sales Clearance. No Seller Party is required to comply with any “bulk sales,” “pre-sale” or “Tax-clearance” notif ication requirement pursuant to applicable Legal Requirements prior to consummating the transactions contemplated by this Agreement. 3.25 Pre-Closing Restructuring. On or prior to the Closing Date, Seller shall have (or shall have caused to be) transferred all rights, title and interest in the Towers and Tower Sites and all related assets (other than Excluded Assets) and Property of Seller and its Affiliates to the Designated Target Companies (or their respective wholly-owned Subsidiaries) in their respective Territory, and such Designated Target Company (or wholly-owned Subsidiary thereof) shall have

 
32 (or Seller shall have caused the applicable Designated Target Company or such Subsidiary to have) accepted, free and clear of all Encumbrances, except the Permitted Exceptions and Encumbrances which will be discharged at or prior to the applicable Closing or are created by or through Company, Purchaser or any of their Affiliates (collectively, the “Pre-Closing Restructurings”) in each case, as set forth in the Pre-Closing Restructuring Plan. The Pre-Closing Restructurings and the transactions contemplated by the agreements entered into in connection with the Pre-Closing Restructuring (the “Contribution Agreements”) were consummated prior to the applicable Closing and in accordance with applicable Law and the applicable Organizational Documents of the parties thereto and the terms and conditions of this Agreement. 3.26 Employment and Labor Matters. (a) Each Seller Party (to the extent relating to the Tower and Tower Sites) and the Designated Target Company (and its Subsidiaries) is, and for the six (6) years prior to the date hereof (or if a shorter period, since its formation) has been, in compliance in all material respects with all applicable Laws with respect to labor, employment, and employment practices, including all Laws with respect to terms and conditions of employment, health and safety, post -maternity and lactorium facilities, wages and hours, overtime, daily and weekly shifts, payment of termination, vacations, bonuses, commissions, compensation and accrued labor benefits and rights, immigration (including permits and quotas), employment harassment, discrimination or retaliation, whistleblowing, disability rights or benefits, equal opportunity, child labor, plant closures and layoffs, work authorization, collective bargaining, the maintenance and handling of personnel records, pension funds, social security, employment information reporting provisions or any similar Laws, employee trainings and notices, workers’ compensation and retentions or withholdings, labor relations, employee leave issues, COVID-19, affirmative action and unemployment insurance, as legally required in each jurisdiction (collectively, the “Employment Laws”) (b) Schedule 3.26(b)(i) sets forth a true, correct and complete list of each In- Scope Employee and as of the date hereof that includes each such In-Scope Employee’s (i) name, (ii) date of hire, (iii) employing entity, (iv) location (city and state or country, as applicable), (v) job title, (vi) monthly salary or hourly wage and number of days of accrued paid time off/vacation; (vii) monthly bonus and commission compensation paid in 2023 and to-date in 2024 and identif ication of whether the individual is eligible to receive other incentive-based compensation or other variable compensation, and (viii) status as active or inactive, including a description of leave and date of return, if known, for any inactive employee; (ix) status (permanent employee, indefinite term, temporary employee); (x) any benefit plan in which such employee (and if applicable, his/her beneficiaries) participates; (xi) any discount due to loans with the employer entity or third -party or garnishment of salaries or other, if applicable, including the outstanding balance as well as the name of the depositary appointed, if any. Schedule 3.26(b)(ii) sets forth a true and complete list of each individual independent contractor and consultant who is providing services to the Business as of the date hereof that includes each such individual’s (i) name, (ii) location (city and state or country, as applicable), (iii) initial date of engagement and engaging entity, (iv) fee rate, (v) total fees paid in 2023 and to-date in 2024, (vi) f inal date of the contract, and (vii) a description of services provided. All Service Providers have been properly classified under applicable Law as employees or individual independent contractors, and no such Service Provider has been improperly included or excluded from any Plan, and neither the Seller Party (relating to the Business) nor any Designated Target Company (or Subsidiary thereof) has notice of any pending or threatened inquiry or audit from any Governmental Authority concerning any such classifications. No Designated Target Company (or Subsidiary thereof) has (or has had) any direct or indirect liability, whether actual or contingent, with respect to any misclassification of any Service Provider (or any other person who is engaged by an Affiliate of Seller and who primarily provides

 
33 services to the Business) as an independent contractor rather than as an employee, or with respect to any employee leased from another employer. (c) As of the date hereof, each Seller Party (to the extent relating to the Business) and the Designated Target Company (and any applicable Subsidiary thereof) has paid in full, or accrued in its books and records, in accordance with applicable Law, (i) all wages, overtime, salaries, renumeration, commissions, bonuses, severance, vacations, Christmas bonus, incentive payments, benefits and other accrued labor rights and compensation due and payable to or on behalf of current, former, temporary employees and outsourced employees for any services performed by them to date, and (ii) all fees or other renumeration due and payable for services rendered by any individual independent contractor or consultant. Each Designated Target Company (and any applicable Subsidiary thereof) has withheld and reported all amounts required by Law to be withheld and reported with respect to wages, salaries and other payments to employees, independent contractor or consultant. As of the date hereof, no audit or other administrative proceeding is pending or being conducted or threatened in writing with respect to any Seller or a Designated Target Company (and its Subsidiaries) related to Employment Laws. No Governmental Authority has given written notice of any intention to assert any claim for social security payments against a Designated Target Company. (d) Within the past six (6) years (or if a shorter period, since their respective formation), each Seller Party (relating to the Business) and the Designated Target Company (and any applicable Subsidiary thereof) has not experienced any material strike, slowdown, work stoppage, lockout, picketing, grievance, claim of unfair or antiunion labor practices, or other collective bargaining activity or dispute. As of the date hereof, to the Knowledge of Seller, (i) no organizational effort is presently being made or on behalf of any Labor Union with respect to employees of the Business and (ii) there have been no such efforts since their respective formation. As of the date hereof, to the Knowledge of Seller, no petition has been filed or proceedings instituted by or on behalf of an employee or group of employees of the Business with any labor relations board or other Governmental Authority seeking recognition of a bargaining representative. As of the date hereof, no Designated Target Company (and any applicable Subsidiary thereof) (i) is a party to or is bound by any collective bargaining agreement or other contract with any Labor Union or labor organization or association representing any employee, or (ii) to the Knowledge of Seller, has any activities or processes to organize workers underway. No notice, consent or consultation obligations with respect to any employee of the Business, or any labor or other employee representative body of employees of the Business, will be a condition precedent to, or triggered by, the execution of this Agreement or the consummation of the transactions contemplated hereby. (e) To the Knowledge of Seller, the execution of this Agreement does not constitute an event of termination of any agreement entered into between a Designated Target Company (and any applicable Subsidiary thereof) and any union or workers association, as applicable. The employment or service of each Service Provider is terminable at the will of such Designated Target Company (and any applicable Subsidiary thereof) by paying the Service Provider’s severance and surcharges when applicable and other mandatory labo r benefits, unless the Service Provider cannot be terminated without cause due to a special protection regime (e.g. pregnant employees, motherhood licenses, nursing term, members of the board of directors of a labor union, employees with chronical diseases or suspended due to accident or sickness). The service of each independent contractor or consultant is terminable at any time by such Designated Target Company (and any applicable Subsidiary thereof) by paying any applicable fees set forth in their respective agreements, Except as required by Law, upon termination of the employment or service of any such Service Provider, no severance or other payments will become due and

 
34 each Designated Target Company (and any applicable Subsidiary thereof) does not have any policy, practice, plan, or program of paying severance or any form of severance compensation in connection with the termination of employment or service. (f) Since their respective formation, no Designated Target Company or any Subsidiary thereof has entered into a settlement agreement with any Service Provider resolving allegations of sexual harassment by a Service Provider, and there have not been any actions pending or, to the Knowledge of Seller, threatened, against or related to any such Designated Target Company or such Subsidiary, in each case, involving allegations of sexual harassment by any Service Provider. (g) As of the date of this Agreement, there are no written complaints, administrative proceedings, lawsuits or other proceedings pending or, to the Knowledge of Seller, threatened in any forum by or on behalf of any Service Provider, manager or union, or any applicant for employment or classes of the foregoing, alleging breach of any express or implied employment contract, any Laws governing employment or the termination thereof or other discriminatory, wrongful or tortuous conduct or infraction of fundamental rights in connection with the employment relationship. As of the date of this Agreement, there are no written complaints, administrative proceedings, lawsuits or other proceedings pending or, to the Knowledge of Seller, threatened in any forum by or on behalf of any Service Provider alleging breach of any express or implied contract or misclassification of the nature of their relationship. 3.27 Employee Benefit Plans. (a) Schedule 3.27(a) sets forth a correct and complete list of all material Plans. Seller has provided, or caused to be provided, to Purchaser complete and correct copies (or, to the extent no such copy exists, an accurate description) of the following with respect to each such material Plan, as applicable: (i) the current plan document, adoption agreement, and any amendments thereto (or a written summary of the key terms for any unwritten Plan), and any related insurance policies, administrative agreements, trust agreements, and other funding arrangements, (ii) the most recent summary plan description and any summary of material modifications thereto, (iii) the most recent favorable determination or opinion letter and (iv) all material non-routine notices and other communications any Governmental Authority within the last three (3) years , (v) each Plan has been operated and complied with in all material respects in accordance with its terms and requirements of all applicable Laws, and (vi) each Seller Party (relating to the Business) and the Designated Target Company (and any applicable Subsidiary thereof) has performed all material obligations required to be performed by them under, are not in any material respect in default under, and there is no material default or violation by any other party to any Plans (b) With respect to each Plan, (i) each such Plan required to be registered or approved has been registered or approved and has been maintained and administered in good standing with each applicable Governmental Authority, (ii) each such Plan that is intended to qualify for favorable tax benefits under the applicable Laws of any jurisdiction is so qualif ied, and no condition exists and no event has occurred that would reasonably be expected to result in the loss or revocation of such status, (iii) each such Plan that is required to be funded and/or book- reserved is funded and/or book-reserved, as appropriate, in accordance with relevant accounting standards and applicable Laws, and (iv) except as would otherwise not provide material liability to the Seller Parties, the fair market value of the assets of each funded Plan, the liability of each insurer for any Plan funded through insurance or the book reserve established for any Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit

 
35 obligations, as of the Closing, with respect to all Service Providers or beneficiaries in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Plan, and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations. (c) No Designated Target Company, any Subsidiary thereof nor any of its respective ERISA Affiliates contributes to or has in the past six (6) years maintained, sponsored, contributed to, or had any obligation to maintain, sponsor or contribute to, or had any actual or contingent liability or obligation in respect of, any defined benefit pension plan that would or would reasonably be likely to become a liability or obligation of Purchaser or any of its Affiliates as a result of the Contemplated Transactions. (d) There are no pending or, to the Knowledge of Seller, threatened claims, actions, liens, lawsuits, complaints, demands, investigations, audits, or other legal or administrative Proceedings involving any Plan (not including routine benefit claims), nor, to the Knowledge of Seller, are there any facts which could reasonably give rise to any liability in the event of any such action. (e) Except as provided by the terms of this Agreement or listed on Schedule 3.27(e), neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, either alone or in combination with another event, will: (i) entitle any Service Provider (or any dependent or beneficiary thereof) to any equity award material payment of compensation; (ii) materially increase the amount of compensation or benefits due to any such person; (iii) result in the forgiveness of any loans to any such person; (iv) accelerate the vesting, funding or time of payment of any compensation or benefits due to any Service Provider (or any dependent or beneficiary thereof), including any equity award held by a Service Provider; (v) grant any retention, change of control, severance, pension or other compensation or benefits in respect of any Service Provider; (vi) amend, terminate or increase the coverage or benefits available under any Plan (or other compensation or benefit plan, program, agreement or arrangement that would be a Plan if in effect on the date of this Agreement); or (vii) require a contribution by any Designated Target Company or Subsidiary thereof to any Plan. (f) No Designated Target Company or any Subsidiary thereof has any obligation to gross-up, indemnify or otherwise reimburse any of its Service Providers (or any dependent or beneficiary thereof) for any Taxes incurred by such Person under any applicable Law or any interest or penalty related thereto. 3.28 Source of Funds. All funds paid and to be paid to Purchaser or its Affiliates hereunder or pursuant to any other Transaction Document shall not have been derived from, or constitute, either directly or indirectly, the proceeds of nor are they intended for or being transferred from any country considered high-risk and non-cooperative jurisdiction, in the furtherance of any illegal activity or activity prohibited by federal, state, local or foreign laws. Seller further warrants that all transfers of funds relating to this Agreement will be in accordance with AML Laws and all other applicable federal, state, local and foreign laws, rules and regulations.No Land Aggregator. Except as set forth in this Schedule 3.29 and other than Governmental Authorities, Indigenous communities, and the Section 6.10 Matter, to the Knowledge of Seller, the Seller Parties (and any applicable Subsidiary of a Designated Target Company) are not, with respect to any Tower Sites across the Territory, in any relationship or subject to any contract, agreement, understanding, lease, sublease or any similar instrument with any Person in the Territory in the business of owning land properties under telecommunication facilities or owning

 
36 or controlling (directly or indirectly) at least three (3) sites or properties in such Person’s, together with its Affiliates’, portfolio of land properties. 3.30 Intellectual Property. (a) There is no Intellectual Property that is material to the Business. (b) Each Designated Target Company (and any applicable wholly-owned Subsidiary thereof) (1) is, or following the Pre-Closing Restructuring will be, the sole and exclusive owner of all right, title and interest in and to the Intangible Personal Property, and (2) is, or following the Pre-Closing Restructuring will, be the sole and exclusive owner of all right, title and interest to all other Intellectual Property included in the Intangible Personal Property currently owned by any Seller Party, or have the valid and enforceable right to use, all other Intellectual Property included in the Intangible Personal Property free and clear of all Encumbrances, (other than Permitted Exceptions and the terms of any Contracts applicable to any such Intellectual Property included in the Intangible Personal Property that is owned by any Person other than the Designated Target Company (or any Subsidiary thereof)). (c) To the Knowledge of Seller, the conduct of the Business, including the use of the Purchased Property as used by the Designated Target Companies in the Business, does not infringe, misappropriate or otherwise violate, and for the prior three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property of any other Person. There is no Proceeding pending or, to the Knowledge of Seller, threatened alleging any such infringement, misappropriation or violation or challenging any Designated Target Company’s or any of its Subsidiary’s rights in or to any of the Intangible Personal Property and, to the Knowledge of Seller, there is no existing fact or circumstance that would be reasonably expected to give rise to any such Proceeding. To the Knowledge of Seller, no Person is infringing, misappropriating or otherwise violating any Intellectual Property rights in the Intangible Personal Property. (d) Each Designated Target Company is, and for the prior three (3) years has been, in compliance in all material respects with all applicable data privacy Laws with respect of the operation of the Business. 3.31 Shared Contracts. Schedule 3.31 sets forth a true, correct and complete list of all Contracts to which a Seller Party (or any Subsidiary thereof) is a party that relates to (i) any of the Business, the Towers, the Tower Sites or any related Party or any of the Acquired Properties or the Designated Target Companies or any of their Subsidiaries, on the one hand, and (ii) any of the Excluded Assets or Excluded Liabilities, on the other hand (such Contracts, the “Shared Contracts”). 3.32 Exclusivity of Representations and Warranties. The representations and warranties made by Seller in this ARTICLE III and the Master Lease Agreement are the exclusive representations and warranties made by Seller. Seller hereby disclaims any other express or implied representations or warranties. Except for the express representations set forth herein, Seller is not, directly or indirectly, making any representations or warranties regarding (i) the pro forma financial information, financial projections or other forward-looking statements of Seller, (ii) any other documentation (financial or otherwise) made available to Company or its Affiliates or any of their respective Representatives, or the Acquired Property, (iii) the value, condition, merchantability or suitability of any of the Tower Sites or the Towers and the equipment located thereon, (iv) the environmental or other regulatory compliance or condition of the Tower Sites and (v) any Excluded Assets or Excluded Liabilities.

 
37 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF COMPANY AND PURCHASER Company and Purchaser hereby represent and warrant, jointly and severally, to Seller as follows (except as disclosed in the Schedules to this Agreement), assuming for purposes of such representations and warranties that the Pre-Closing Restructuring had been effected immediately prior to the execution of this Agreement or, in the case of representations and warranties that relate to an earlier date or period, prior to such date or period: 4.1 Organization and Good Standing. Purchaser and the Designated Purchaser are duly organized, validly existing and, where such concept is recognized in the applicable jurisdiction and to the extent legally relevant, in good standing under the Laws of their jurisdiction of organization, with all requisite organizational power and authority to (i) conduct in all material respects the business conducted by such entity as now being conducted and (ii), to own, lease or use its properties and assets that it purports to own, lease or use in its business as now being conducted. 4.2 Duly Authorized. Each Purchaser Party has all requisite company or other organizational authority and power to execute and deliver this Agreement and the Transaction Documents and other closing documents contemplated hereby to which each of them is or will be a party (the “Company Closing Documents”) and to perform their respective obligations under this Agreement and the Company Closing Documents to which each of them is or will be a party. The execution and delivery of this Agreement and each of the Company Closing Documents, as well as the consummation of the Contemplated Transactions, have been duly and validly authorized by all necessary company or other organizational action on the part of Company and Purchaser, and no other company, organizational or other proceedings on the part of Company or Purchaser are necessary to authorize the execution, delivery and performance of this Agreement, the Company Closing Documents or the Contemplated Transactions on the part of the Company or Purchaser. 4.3 Enforceability. This Agreement has been duly executed and delivered by Company and Purchaser and, assuming that this Agreement constitutes the legal, valid and binding obligation of Seller, constitutes the legal, valid, and binding obligation of Company and Purchaser, enforceable against Company and Purchaser in accordance with its terms except to the extent (i) that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally, and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. Upon the execution and delivery by Company and Purchaser of the Company Closing Documents to which either of them is a party, the Company Closing Documents will constitute the legal, valid, and binding obligations of Company and Purchaser, enforceable against Company and Purchaser in accordance with their respective terms except to the extent (i) that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally, and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought.

 
38 4.4 No Conflicts. Neither the execution and delivery of this Agreement and the Company Closing Documents nor the consummation and performance of any of the transactions contemplated hereby or thereby or any of their other obligations hereunder or thereunder by Company or Purchaser will, directly or indirectly (with or without notice or lapse of time or both) (a) contravene, conflict with, or result in a violation of any provision of the Organizational Documents of Company or Purchaser, (b) contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, any material agreement, contract, obligation, promise or undertaking (whether written or oral and whether express or implied) to which Company or Purchaser is a party or any of the assets owned or used by the Company or Purchaser may be subject, or (c) subject to Section 4.6 and provided that any applicable regulatory approval is obtained pursuant to Section 7.6 and assuming all Governmental Authorizations required for the operation of the Business are transferred to Company or Purchaser (or a Designated Purchaser), violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Authority having jurisdiction over Company or Purchaser or any of their respective properties; provided, however, that no representation or warranty is made in the foregoing clauses (b) or (c) with respect to matters that would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impair the ability of Company or Purchaser to consummate the Contemplated Transactions or perform their other obligations hereunder or under any Company Closing Document. 4.5 No Consents. Except as set forth on Schedule 4.5, assuming all Governmental Authorizations required for the operation of the Business are transferred to Company or Purchaser (or a Designated Purchaser), no declaration, filing, registration with, or notice to, consent or approval of any Governmental Authority or other Person is required to be obtained or made by Company or Purchaser, in connection with the execution and delivery of this Agreement or the Company Closing Documents or the consummation or performance of any of the Contemplated Transactions or the performance of their other obligations hereunder or under any Company Closing Document (including, without limitation, any Person who is a party to any material agreement, contract, obligation, promise and undertaking (whether written or oral and whether express or implied) to which Company or Purchaser is a party), except to the extent that the failure to comply therewith would not, individually or in the aggregate, prevent, materially delay or materially impair the ability of Company or Purchaser to consummate the Contemplated Transactions or perform their other obligations hereunder or under any Company Closing Document. 4.6 Compliance with Governmental Authorizations. Except as set forth on Schedule 4.6: As of the date of this Agreement, each of Company and Purchaser have all Governmental Authorizations necessary for, and is in compliance with all Legal Requirements applicable to, the construction, ownership, operation, and use of telecommunications towers in the applicable Territories (except for Honduras for its business in effect as of immediately prior to entering into this Agreement) for its business in such Territories as currently conducted, except to the extent that the failure to comply therewith would not, individually or in the aggregate, prevent, materially delay or materially impair the ability of Company or Purchaser to consummate the Contemplated Transactions. Notwithstanding the foregoing, Company and Purchaser are not making any representation in this Section 4.6 related to its ability to own, construct, maintain, operate, use or

 
39 sublease the Towers and Tower Sites and related Property after the respective Closing to the extent missing a Governmental Authorization. 4.7 Compliance. (a) Company and Purchaser each is, and during the last six (6) years has been, in material compliance with Laws applicable to their assets, properties or business, including but not limited to any and all AML Laws, Anti-Corruption Laws and International Trade Laws. Neither Company nor Purchaser has (i) received any written notice from any Governmental Authority or other Person regarding any material Proceeding relating to an actual or possible violation of, or failure to comply with any provision of, any Law, including but not limited to any AML Laws, International Trade Laws or Anti-Corruption Laws, or (ii) f iled or otherwise provided any written notice to any Governmental Authority or other Person regarding any actual or possible material violation of, or material failure to comply with any provision of, Law, including but not limited to AML Laws or any Anti-Corruption Laws. (b) For the past six (6) years, neither Company nor Purchaser nor, to the Knowledge of the Company, any manager, officer, agent, employee or other Person acting on behalf of Company or Purchaser has, in the course of its actions for, or on behalf of, Company or Purchaser (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any Anti-Corruption Laws; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee. 4.8 Legal Proceedings and Orders. There is no Proceeding pending or, to the Knowledge of the Company, threatened against Company or Purchaser that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, the consummation of any of the Contemplated Transactions. Neither Company nor Purchaser is subject to any Order which would, individually or in the aggregate, reasonably be expected to prevent, materially impair or materially delay the ability of Company and Purchaser to consummate the Contemplated Transactions. 4.9 Brokers. Except as set forth on Schedule 4.9, no broker, f inder or similar intermediary has acted for or on behalf of any Purchaser Party in connection with this Agreement or the Contemplated Transactions, and no broker, f inder, agent or similar intermediary is entitled to any broker’s, finder’s or similar fee or other commission in connection therewith based on any agreement with any Purchaser Party or any action taken by them. 4.10 Independent Review. Company and Purchaser each is an experienced, sophisticated, and knowledgeable investor and purchase in the tower industry and the markets within each Territory. In entering into this Agreement, Company and Purchaser each are relying, in addition to the representations and warranties of Seller set forth expressly in this Agreement, on such expertise and Company and Purchaser each; (a) acknowledge that neither Seller nor any of its Affiliates or Representatives makes any representation or warranty, either express or implied as to the accuracy or completeness of any of the information provided or made available to Company and Purchaser or their respective agents or Representatives prior to the execution of this Agreement except as expressly set forth in ARTICLE III of this Agreement, the Master Lease Agreement and the other

 
40 Seller Closing Documents (including the proposed lease agreements referenced in item 7 on Exhibit 6.8(b)); and (b) agree, to the fullest extent permitted by law, that neither Seller nor any of its Affiliates or Representatives will have any liability or responsibility whatsoever to Company or Purchaser on any basis (including in contract or tort, under applicable secur ities laws or otherwise), except if arising out of fraud or willful misconduct, based upon any information provided or made available, or statements made, to Company or Purchaser, including information, documents, projections, forecasts or other material made available to Company, Purchaser, their Affiliates or any of their respective Representatives in connection with their due diligence investigation, unless any such information is expressly and specifically covered by a representation or warranty contained in ARTICLE III or unless if otherwise provided in this Agreement, including ARTICLE IX, or EXHIBIT H or as set forth in the Master Lease Agreement. 4.11 Financial Capability Source of Funds. (a) Purchaser will have, and Company will cause Purchaser to have, as of the Closing Date together with cash on hand, existing credit arrangements or otherwise, all of the funds necessary to consummate the Contemplated Transactions and to satisfy all of the payment obligations of Purchaser under this Agreement at the Closing, including (i) paying the Designated Purchase Price Payment at the Closing and (ii) paying all other amounts payable by Purchaser at the Closing. Assuming all of the representations and warranties in ARTICLE III are true and correct, then immediately after giving effect to the Contemplated Transactions (including the incurrence of the debt financing), Purchaser shall be solvent and shall (x) be able to pay its debts as they become due, (y) own property that has a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities), and (z) have adequate capital to carry on its business. No transfer of property is being made and no obligation is being incurred in connection with the Contemplated Transactions with the intent to hinder, delay or defraud either present or future creditors of Purchaser or any of its Affiliates. (b) All funds paid and to be paid to Seller hereunder or pursuant to any other Transaction Document shall not have been derived from, or constitute, either directly or indirectly, the proceeds of nor are they intended for or being transferred from any country considered high- risk and non-cooperative jurisdiction, in the furtherance of any illegal activity or activity prohibited by federal, state, local or foreign laws. Company further warrants that all transfers of funds relating to this Agreement will be in accordance with AML Laws, International Trade Laws, and all other applicable federal, state, local and foreign laws, rules and regulations. 4.12 Absence of Pre-Sales Clearance. Neither Company nor Purchaser are required to comply with any “bulk sales,” “pre-sale” or “Tax-clearance” notif ication requirement pursuant to applicable Legal Requirements prior to consummating the transactions contemplated by this Agreement.

 
41 ARTICLE V COVENANTS OF THE PARTIES 5.1 Affirmative Covenants. Between the date of this Agreement and the earlier of the Closing Date for the applicable Territory and the termination of this Agreement in accordance with its terms: (a) except (i) as set forth on Schedule 5.1(a), (ii) as required by applicable Law or any Governmental Authority, (iii) as otherwise expressly contemplated by this Agreement, or (iv) with the prior written consent of Company or Purchaser (which consent will not be unreasonably withheld, delayed or conditioned), each Seller Party will, and will cause the Designated Target Companies and each of its other Affiliates and Subsidiaries to, (A) conduct its business with respect to the Acquired Property in the Ordinary Course of Business, and will use commercially reasonable efforts to maintain and preserve the Acquired Property in the Ordinary Course of Business, until such time as they are conveyed hereunder; (B) use commercially reasonable efforts to maintain and preserve each of the Designated Target Companies’ and their Subsidiaries’ present business organizations, Governmental Authorizations and assets; (C) use commercially reasonable efforts to maintain the Designated Target Compan ies’ and their Subsidiaries’ books and records in the Ordinary Course of Business; and (D) use commercially reasonable efforts to maintain and preserve each of the Designated Target Companies’ and their Subsidiaries’ relationships and good will with customers, suppliers, employees, Governmental Authorities and others having business dealings with the Designated Target Companies and their Subsidiaries; provided, however, that (1) no action or inaction by Seller or the Designated Target Companies (or their Subsidiaries) with respect to any matters specifically addressed by any clause of Section 5.2(a) shall be deemed a breach of this Section 5.1(a) unless such action or inaction would constitute a breach of such clause of Section 5.2(a) and (2) Purchaser’s consent in writing with respect to any action or matter pursuant to Section 5.2(a) shall be deemed to constitute consent for purposes of this Section 5.1(a). (b) each Seller Party will, subject to the terms of this Agreement and applicable Law, permit Purchaser and its Representatives, reasonable access to any of the Tower Sites, and to the books, records, Contracts and Representatives of such Seller Party relating to any of the Acquired Property until such time as it is conveyed hereunder, dur ing normal business hours of Seller and upon Purchaser’s written request, at Purchaser’s sole cost and expense, in each case for purposes of making such due diligence investigations with respect to the Acquired Property, the Assumed Liabilities and the business conducted by such Seller Party with respect to the Acquired Property, as Purchaser may reasonably deem appropriate; provided, that the ability to have such reasonable access shall be subject to the ongoing commitment of Purchaser to participate in closing committee meetings in accordance with Section 5.1(j). In no event will Purchaser take or permit any action in its investigation of any Tower Site which materially adversely impairs or otherwise interferes with the use and operation of any equipment on or communications operations being conducted at a Tower Site. (c) all requests for access shall be made with three (3) Business Days advanced notice to a Representative of Seller as designated by Seller from time to time, who shall be solely responsible for coordinating all such requests and all access permitted under this Agreement and who may arrange for personnel to accompany Purchaser and its Representatives on any actual inspections. The parties agree to follow the procedures set forth on Schedule 5.1(c) before any such access.

 
42 (d) Company and Purchaser will indemnify Seller and its Affiliates for any damage to person or property to the extent resulting from, caused by, or incurred in connection with, Purchaser’s inspection of the Tower Sites prior to the applicable Closing Date; provided, that Company and Purchaser will not indemnify Seller or its Affiliates for any claim, loss or cause of action caused by (i) the gross negligence or willful misconduct of Seller or such Affiliate or ( ii) any physical condition existing on or under any Tower Site prior to Purchaser ’s or its agent’s entry thereon (except for any incremental damage or exacerbation of any existing condition caused by Purchaser or its Representatives with respect to any such physical condition). Prior to conducting any physical inspection or testing at any Tower Sites, Purchaser shall obtain, and during the period of such inspection or testing shall maintain, at its own expense, (x) commercial general liability insurance for bodily injury or property damage in an amount not less than $1,000,000 for any one occurrence, including a contractual liability endorsement, and personal injury liability coverage, and (y) umbrella or excess liability insurance with limits of not less than $25,000,000 for any one occurrence, each on an “occurrence” basis with Seller as an additional insured, from an insurer reasonably acceptable to Seller. Prior to making entry upon any Tower Site, Purchaser shall furnish to Seller certif icates of insurance evidencing the foregoing coverages; (e) no information provided to Company, its Affiliates and/or any their respective Representatives pursuant to this Agreement shall be used for any purpose unrelated to the consummation of the transactions contemplated by this Agreement and the Transaction Documents, or any financings thereof, and all such information shall be held by Company, its Affiliates and their respective Representatives in accordance with, and shall be subject to the terms of, the Confidentiality Agreement; (f) except as set forth in Section 5.12 or Section 5.13, or as otherwise required by Law, without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed), Company and Purchaser will not, and will not permit any of their respective Representatives to, contact (x) any Governmental Authority about any Governmental Authorizations or Legal Requirements concerning Seller, its Affiliates or the Towers, Tower Sites or related Property until such time as such related Acquired Property are conveyed hereunder (other than for customary public records searches and requests for other publicly available information) and (y) any Ground Lessor, Tenant or any party to any other material Contracts relating to the Towers, Tower Sites and related Property contemplated to be transferred as part of the Contemplated Transactions about Seller, its Affiliates, the Ground Leases, the Tenant Leases, or such other material Contracts until such time as such related Acquired Property are conveyed hereunder; provided, that (i) any consent granted by Seller shall be subject to the ongoing commitment of Purchaser to participate in closing committee meetings in accordance with Section 5.1(j); (ii) nothing in this Section 5.1(f) shall prohibit Company or Purchaser from complying with their obligations under Section 5.4, Section 5.12 and Section 5.13 or communicating with any Persons in connection with the Section 6.10 Matter or the Section 6.9 Matter, and (iii) nothing herein shall restrict any contacts in the ordinary course of business of the Company or Purchaser and not related to the Contemplated Transactions; it being understood that a visit by Purchaser ’s Representatives of the Tower Sites, solely to perform a physical site visit and not engage in any questioning of the respective landlord (it being agreed that such Representative may respond to any questions relating to the survey being conducted), shall not be considered as a breach of the provisions of this Section 5.1(f); provided, that Purchaser’s Representatives shall not have any other communications regarding the Contemplated Transactions during such contacts; (g) from and after the date hereof (i) the parties will cooperate in good faith to establish a transition plan for the transition of the management and operation of the Tower Sites to be conveyed to Purchaser at the Closing, and (ii) the parties will cooperate in good faith to

 
43 transition the ownership of all of Seller ’s rights, title and interest in and to each Tower Site and related assets to be conveyed to Purchaser at the Closing, in each case subject to the Transition Services Agreement; (h) Seller will confer on a regular and frequent basis with Company, Purchaser and their respective Representatives regarding material operational matters and the general status of ongoing operations related to the maintenance, leasing, installations, modifications and operation of Towers and Tower Sites; (i) Seller shall promptly notify Company and Purchaser with respect to any denial or otherwise negative response from a Governmental Authority with respect to the obtainment or renewal of any Missing Permit related to any Tower Site, Tower or Purchased Improvements, received by Seller at any time starting on the date of this Agreement until the applicable Closing. (j) The parties agree that during the period from the date hereof until the earlier of the last Subsequent Closing and the Expiration Date, two (2) or more designated Representatives for each party as set forth in Schedule 5.1(j) (at least one such Representative for Seller and at least one such Representative for Purchaser) shall meet twice a month to discuss the status of the Closing and assist each other with the closing process. Such meetings may be in person or by telephone. Purchaser will promptly provide Seller, upon Seller ’s written request, with any available third-party due diligence reports or physical inspection reports, prepared after the date hereof until the earlier of the last Subsequent Closing and the Expiration Date, relating to the applicable Acquired Property. 5.2 Negative Covenants. (a) From the date of this Agreement and until the earlier of the Closing for the applicable Territory and the termination of this Agreement in accordance with its terms, except as expressly required by this Agreement, the Pre-Closing Restructuring (solely in accordance with the express terms set forth on the Pre-Closing Restructuring Plan or EXHIBIT G, as applicable, as finally determined), or as expressly set forth on Schedule 5.2(a), each Seller Party will not (and will cause the Designated Target Companies and Subsidiaries not to), take any of the following actions without the consent of Purchaser (which consent will not be unreasonably withheld, delayed or conditioned), in each case relating to or that would or would reasonably be likely to adversely affect any of the Acquired Property, the Designated Target Companies or the Towers, Tower Sites or related or similar Property: (i) make any amendment to the Organizational Documents of any Designated Target Company or any Subsidiary thereof ; (ii) issue, sell, grant, pledge or otherwise dispose of or grant or suffer to exist any Encumbrance with respect to any Designated Target Company’s or their Subsidiaries capital stock, or grant any options, warrants, purchase rights, conversion rights, exchange rights, call rights, preemptive rights or other rights to acquire any such capital stock, Equity Interest, or other interest or any instrument convertible into or exchangeable or exercisable for any such capital stock or other interest of any Designated Target Company or their Subsidiaries; (iii) fail to prepare, in the Ordinary Course of Business (except as otherwise required by a change in applicable law), and timely file all Tax Returns required

 
44 to be filed on or before the Closing Date, or fail to fully and timely pay all Taxes due and payable in respect of such Tax Returns; (iv) fail to properly reserve (and reflect such reserve in the applicable books and records), in accordance with past practice and in the Ordinary Course of Business, for all Taxes payable for which no Tax Return is due during the period from the date of this Agreement until the applicable Closing Date; (v) settle any material Tax claim, action, investigation, proceeding or audit in respect of any Tax matter without the prior consent of Company and Purchaser; (vi) fail to terminate all tax sharing agreements to which a Designated Target Company or their Subsidiaries is a party such that there is no further liability thereunder; (vii) f ile or cause to be filed any amended Tax Return that could materially increase the Taxes payable by a Designated Target Company or their Subsidiaries; (viii) enter into any “closing agreement” within the meaning of Section 7121 of the Code (or any similar provision of state, local or non-U.S. Law) regarding any material Tax; (ix) adopt or enter into any plan of, or effect any, complete or partial merger, consolidation, liquidation, dissolution, restructuring, or other reorganization of any Designated Target Company or their Subsidiaries, file a petition in bankruptcy under any provisions of federal or state bankruptcy Law on behalf of any Designated Target Company or their Subsidiaries or consent to the filing of any bankruptcy petition against any Designated Target Company or their Subsidiaries under any similar Law; (x) create, merge, split, wind up, terminate or dissolve any Subsidiary of any Designated Target Company; (xi) except cash dividends in the Ordinary Course of Business paid prior to the applicable Measurement Time, (A) declare, accrue, set aside or pay any dividend or make any other distribution or payment (whether in securities, property or otherwise) on or in respect of a Designated Target Company’s (or their Subsidiaries) capital stock or other securities or other equity interests (other than to a Designated Target Company) nor (B) redeem, repurchase or otherwise reacquire, split, combine or reclassify any capital stock or other equity interests of a Designated Target Company (or their Subsidiaries) or otherwise change the capital structure of a Designated Target Company (or their Subsidiaries); (xii) make any material changes in any accounting methods, principles, policies or practices of a Designated Target Company (or their Subsidiaries) as in effect as of the date hereof, including any method of accounting for Tax purposes, nor make, change or revoke any Tax election or change or modify any Tax treatment, in each case, affecting any of the Purchased Interests or the Purchased Assets, except as required by Law;

 
45 (xiii) (A) except in the Ordinary Course of Business, accelerate, terminate, cancel, renew, amend, grant a waiver under or otherwise modify any Material Contract in any material respect, (B) enter into any Contract that would constitute a Material Contract if in effect as of the date hereof, or (C) enter into (i) any Contract that includes a change of control or similar provision that would require a payment to or would give rise to any material rights (including termination rights) of the other party or parties thereto in connection with the consummation of the transactions contemplated by this Agreement or any future change of control or ( ii) any contract with Seller and its respective Affiliates’ (other than a Designated Target Company or their Subsidiaries) respective officers, directors, managers, employees, shareholders, members, partners, or controlling persons (the “Seller Related Parties”) that will not be terminated prior to or at the applicable Closing with no liability to any Designated Target Company or Purchaser or their Subsidiaries; (xiv) (A) other than capital expenditures the cost of which is either an Excluded Liability or paid in full prior to the applicable Closing, enter into any commitment for or make any capital expenditures other than in an amount not exceeding the amounts as set forth in Schedule 5.2(a)(xiv), (B) incur, assume or guarantee any Indebtedness other than (i) in an amount not exceeding $250,000 (or the local currency equivalent) in the aggregate or (ii) Indebtedness that will be repaid in full prior to or on the Closing Date, or (C) fail to make capital expenditures in the Ordinary Course of Business; (xv) except in the Ordinary Course of Business, grant or suffer to exist any Encumbrance, other than any Permitted Exceptions, on any properties or assets, tangible or intangible, of any Designated Target Company or their Subsidiaries; (xvi) transfer, sell, lease, pledge, abandon, surrender, divest, assign, allow to lapse or otherwise dispose of (including by merger, consolidation, or acquisition of stock or assets or any other business combination) any of the Purchased Interests, the Purchased Assets or any of its Affiliates interests in any of the Acquired Property; (xvii) (A) make any investment in, consolidate or merge with or purchase or acquire, directly or indirectly (including by merger, consolidation, or acquisition of stock or assets or any other business combination), all or substantially all of the assets or business of, or capital stock, partnership, membership or other equity or equity-linked interest, participation or securities (whether voting or non-voting, whether preferred, common or otherwise, and including stock appreciation, contingent interest or similar rights and any convertible securities) of any Person or division thereof , in each case, by any of or involving the Designated Target Companies or their Subsidiaries or (B) acquire any assets that would be material assets of the applicable Designated Target Company or its Subsidiaries, other than inventory, machinery, equipment, furniture, furnishings, fixtures, tools and other tangible personal property, in each case, in the Ordinary Course of Business; provided, however, that this Section 5.2(a)(xviii) shall not apply to Seller or any of its other Affiliates (other than the Designated Target Companies and their Subsidiaries) in connection with matters unrelated to the Business; (xviii) commence, pay, discharge, settle or satisfy any Proceeding if such settlement or Proceeding would (A) require a payment by the Designated Target Companies or their Subsidiaries in excess of $100,000 in the aggregate, (B) involve injunctive or equitable relief, (C) impose any material restrictions or changes on the

 
46 business or operations of a Designated Target Company or its Subsidiaries, nor (D) involve any admission of any violation of Law; (xix) enter into, amend or terminate any collective bargaining agreement or other agreement with a Labor Union; (xx) with respect to one or more of (x) the individuals that Purchaser has notif ied Seller is to be a Continuing Employees, (y) the Designated Target Companies and (z) such changes for which Company or any of its Affiliates could be liable : (A) increase the base salary or wage rate or benefits; (B) grant any rights to severance, change of control, retention, incentive, bonus or termination pay or benefits; (C) establish, adopt, enter into, amend in any material respect or terminate any Plan, other than offer letters in the Ordinary Course of Business that do not include severance protections or transaction payments; (D) take any action to amend or waive any performance or vesting criteria or accelerate the vesting, exercisability or funding under any Plan; or (E) hire or terminate (other than for cause or due to death or disability); other than (1) in the Ordinary Course of Business with respect to any Person whose total annual cash compensation opportunity does not exceed $25,000, (2) as a result of collective bargaining, (3) as required by any Plan or Contract, or (4) as, otherwise expressly set forth in this Agreement, in each case of the foregoing clauses (1) – (3), as in effect on the date hereof . For the avoidance of doubt, the reassignment or transfer of any employee of Lati Parent or any of its Subsidiaries (including the Designated Target Companies) to another Seller Party that is not an In-Scope Employee is not in and of itself in breach of this Section 5.2(a)(xx); (xxi) except in the Ordinary Course of Business, cancel, surrender, allow to expire or fail to renew any Governmental Authorization that is related to the Business; (xxii) sell, assign, transfer, lease, license, pledge, dispose of, encumber or allow to lapse any rights in (including failing to take any action necessary to maintain or renew) any material Intellectual Property (other than non-exclusive licenses granted in the Ordinary Course of Business) or Leased Real Property; (xxiii) enter into, materially amend (including any rent adjustments), waive, renew or fail to renew under an existing option (as applicable), or terminate any Ground Lease, Tenant Lease, Easement, Leased Real Property, or other kind of lease agreement, other than entry into any Tenant Lease which is on terms consistent with those set forth in the Existing Tenant Leases; (xxiv) acquire or dispose of any fee interest in Owned Real Property; (xxv) terminate, let lapse or materially amend or modify any insurance policy maintained by a Designated Target Company or its Subsidiaries; (xxvi) take, or enter into any Contract to acquire or occupy, additional space at any Tower or Tower Site (or enter into any Contract to install Communications Equipment at any additional Tower or Tower Site), except in the Ordinary Course of Business pursuant to a Contract as long as such other Contract is terminated in full at the applicable Closing and superseded by the applicable Master Lease Agreement, whereby Seller or the applicable Designated Target Company or applicable Subsidiary uses no more than 7.5 sqm of EPA on the respective Tower (and 3.5 sqm of EPA for poles) and no more than 7 sqm of ground space on the respective Tower Site; provided, however, in

 
47 the case of any Tower that is below eighteen (18) meters in height, the aforementioned use restriction on Seller, applicable Designated Target Company or applicable Subsidiary, will instead be no more than 3.5 sqm of EPA on the respective Tower (and 3.5 sqm of EPA for poles) and no more than 4 sqm of ground space on the respective Tower Site; provided, further, if a Tower is overloaded or will become overloaded by the addition of equipment, Seller shall obtain Purchaser’s prior written consent (which shall not be unreasonably withheld, delayed or conditioned) before acquiring or occupying additional space at any Tower or Tower Site (or to install Communications Equipment at any additional Tower or Tower Site); (xxvii) grant any Tenant or any other Person not Affiliated with Seller any right to acquire or occupy additional space at any Tower or Tower Site (or to install Communications Equipment at any additional Tower or Tower Site), including pursuant to any Tenant Lease, except (i) pursuant to non-discretionary contractual obligations existing as of the date of this Agreement; or (ii) in the Ordinary Course of Business whereby the respective third party tenant pays a monthly rent of no less than US$1,080, and uses no more than 7.5 sqm of EPA on the respective Tower (and 3.5 sqm of EPA for poles) and no more than 7 sqm of ground space on the respective Tower Site; provided, however, in the case of any Tower that is below eighteen (18) meters in height, the aforementioned use restriction on such third party tenant, will instead be no more than 3.5 sqm of EPA on the respective Tower (and 3.5 sqm of EPA for poles) and no more than 4 sqm of ground space on the respective Tower Site; provided, further, if a Tower is overloaded or will become overloaded by the addition of equipment, Seller shall obtain Purchaser ’s prior written consent (which shall not be unreasonably withheld, delayed or conditioned) before granting Tenant or any other Person any right to occupy additional space at any Tower or Tower Site (or to install Communications Equipment at any additional Tower or Tower Site); (xxviii) alter the transaction steps for the Pre-Closing Restructuring set forth on the Pre-Closing Restructuring Plan, or EXHIBIT G, as applicable, (xxix) permit the construction of towers by Huawei Technologies Co., Ltd., other than in the Ordinary Course of Business and in accordance with the Build-to-Suit Agreement (as though it were in effect on the date hereof), or (xxx) authorize, enter into any agreement to do, or take or commit to take any action or actions in the foregoing clauses (i) through (xxix). (b) The parties acknowledge that nothing contained in this Agreement (i) will give Purchaser, directly or indirectly, rights to control or direct the business or operations of the Designated Target Companies and their Subsidiaries prior to the Closing in violation of applicable Law, or (ii) shall operate to prevent or restrict any act or omission by the Designated Target Companies and their Subsidiaries the taking of which is required by applicable Law. Prior to the Closing, the Designated Target Companies and their Subsidiaries will exercise, consistent with the terms and conditions of this Agreement, control of its businesses and operations. (c) Notwithstanding the provisions of this Section 5.2, nothing in this Section 5.2 will be construed or interpreted to restrict Seller from (i) continued construction of Existing WIP Site in the Ordinary Course of Business or any Towers by Huawei Technologies Co., Ltd. in the Ordinary Course of Business (as though the Build-to-Suit Agreement were in effect and subject to the terms and conditions thereof), (ii) complying with non-discretionary terms of Tenant Leases

 
48 existing as of the date of this Agreement, (iii) renewing any Ground Lease in the Ordinary Course of Business on the same terms as set forth in the existing Ground Lease as of the date hereof, subject only to the Standard Increase, or otherwise renewing any Tenant Lease or other Contract solely in the Ordinary Course of Business (in which case the parties shall discuss in good faith; provided however, that Seller shall not be precluded from renewing any such Ground Lease ; provided; that the calculation of the applicable Closing TCF is adjusted to take into account the adjusted rent of the renewal of such Ground Lease if the increase exceeds the Standard Increase), (iv) taking any action with respect to any Excluded Asset or Excluded Liability that has a de minimis impact on the Acquired Property (including the applicable Designated Target Company or Subsidiary thereof) or Assumed Liabilities and that cannot delay, impede or prevent the consummation of the transactions contemplated by this Agreement, or (v) engaging in any activity not related to the Towers and Tower Sites that does not have more than a de minimis impact on the Acquired Property or Assumed Liabilities and that cannot delay, impede or prevent the consummation of the transactions contemplated by this Agreement. 5.3 Access to Records. (a) Purchaser agrees to (i) hold all of the books and records received from Seller or its Affiliates relating to the Towers, Tower Sites and related Property and not to destroy or dispose of any thereof for a period of six (6) years from the applicable Closing Date or such shorter period provided by applicable Law, and (ii) afford Seller and its advisors, accountants and legal counsel, during normal business hours, upon reasonable request, reasonable access to any non-privileged books and records related to the Acquired Property, to other data and to the management of Purchaser to the extent that such access may be requested for any legitimate purpose relating to Seller’s former ownership or operation of any Acquired Property, unless such non-privileged books and records have been disposed of in accordance with this Section 5.3(a). (b) From and after the Closing, Seller agrees to (i) hold all of the books and records (including, to the extent, in Seller Parties’ reasonable discretion, it is impracticable to reasonably migrate or deliver as of the applicable Closing in accordance with Section 2.2, emails that relate to, or from employee accounts providing services with respect to, both Seller’s retained business and the Business, the Towers, Tower Sites and related Property including any such email correspondences with Ground Lessors, Tenants, Governmental Authorities and any other Persons having a material relationship with the Business and internal correspondences relating to the Business) and not to destroy or dispose of any thereof for a period of six (6) years from the Closing Date or, for the books and records, such shorter or longer period provided by applicable Law, and (ii) afford Purchaser and its advisors, accountants and legal counsel, during normal business hours, upon reasonable request, reasonable access to any non-privileged books and records (including such Business emails) related to the Acquired Property, to other data and to the management of Seller to the extent that such access may be requested for any legitimate purpose relating to Purchaser’s ownership or operation of any Acquired Property, unless such non- privileged books and records have been disposed of in accordance with this Section 5.3(b); provided; that the parties shall use commercially reasonably efforts (including agreeing to joint privilege) to ensure that such access does not damage either party. Notwithstanding the foregoing, no Seller Party shall have an obligation to retain an email belonging to the account of an employee that was terminated prior to the date of the Agreement and which email was deleted pursuant to Seller’s email retention policies in the Ordinary Course of Business within thirty (30) days of the date of this Agreement. (c) The running of a period or the date of an applicable deadline binding on the Company or Purchaser (or one of their respective Affiliates) under a Transaction Agreement shall

 
49 be automatically tolled, suspended or extended, as applicable, for the amount of time that such party is awaiting e-mail information referred to in Section 5.3(b) from Seller (to the extent such information is available, so long as Seller promptly notif ies Company or Purchaser, as applicable, that such information is not available). 5.4 Efforts to Close; Cooperation; Consents. (a) Subject to the other provisions of this Agreement, Seller, Company and Purchaser each agree to use commercially reasonable efforts to (i) take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective as promptly as practicable the Contemplated Transactions, and to cooperate with the other in connection with the foregoing, and (ii) refrain from taking, or cause to be refrained from taking, any action and to refrain from doing or causing to be done, anything which would reasonably be expected to impede or impair the prompt consummation of the Contemplated Transactions, including using commercially reasonable efforts to (A) obtain all necessary waivers, consents, releases and approvals that are required for the consummation of the Contemplated Transactions, (B) obtain all consents, approvals and authorizations that are required to be obtained under any Legal Requirement, (C) lift or rescind any injunction or restraining order or other order adversely affecting the ability of the respective parties to consummate the Contemplated Transactions, (D) solely with respect to Seller, use its commercially reasonable efforts to obtain the settlement or other resolution of the Section 6.10 Matter, (E) solely with respect to Seller, use its commercially reasonable efforts to obtain the settlement of the Section 6.9 Matter, (F) effect all necessary registrations and filings, including, but not limited to, filings and submissions of information requested or required by any Governmental Authority, and (G) fulfill all conditions to this Agreement. Purchaser and Seller acknowledge and agree that, to the extent the applicable Seller Party is not able to obtain a required waiver or consent in connection with an applicable Ground Lease as part of the Pre-Closing Restructuring or otherwise in connection with the use of the applicable premises underlying such Ground Lease, or in the event there is a lack of an underlying binding written contract or agreement with respect to the land underlying such Ground Lease or Owned Real Property in existence prior to the Closing Date, Purchaser and Seller shall work cooperatively and in good faith to cause the applicable entities to enter into a Synthetic Contract for such underlying Ground Lease or Owned Real Property in connection with the Closing that will substantially provide the same benefits to Purchaser or Designated Purchaser as if such waiver, consent or written contract or agreement was timely procured; provided, that, the Synthetic Contracts must satisfy the Synthetic Contract Condition for the applicable Territory; and provided, further, that for the avoidance of doubt, until such Synthetic Contract is assigned and transferred to Purchaser or a Designated Purchaser in compliance with the underlying required waiver, consent or written contract or agreement , Seller shall, and shall cause its Affiliates to, (i) continue to provide the necessary services as an intermediary under such Synthetic Contract so that Purchaser and a Designated Purchaser, as applicable, have all of the benefits as if a party thereunder, and (ii) if applicable, hold in trust for the benefit of Purchaser or applicable Designated Purchaser all monies received or collected in relation thereto and promptly remit such monies to Purchaser or the applicable Designated Purchaser promptly following receipt thereof, in each case to the extent permitted by applicable contract or Law. Without limiting the generality of the foregoing and f or the avoidance of doubt, no Synthetic Contracts shall be created in connection with any contracts related to the Section 6.10 Matter except to the extent described on Schedule 6.10. Seller shall pay all reasonable out-of- pocket expenses incurred in connection with establishing any such Synthetic Contract; provided, however, that following the applicable Closing, Purchaser shall be responsible under any such Synthetic Contract for (x) rent payable under the existing terms of the applicable Ground Lease and (y) any damages or breaches of the underlying contract first arising after Closing by virtue of

 
50 actions taken by Purchaser or its Affiliates (but not Seller or its Affiliates) (and with no incremental obligations placed on Purchaser or its Affiliates in connection therewith). (b) Except as otherwise provided in this Agreement including Section 5.12(c), Seller, Company and Purchaser further covenant and agree, with respect to any threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the parties to consummate the Contemplated Transactions, to use their respective commercially reasonable efforts to prevent the entry, enactment or promulgation thereof, as the case may be. In furtherance of the foregoing, the parties will (i) coordinate and cooperate with one another in exchanging and providing such information to each other and in making the filings and requests referred to in this Section 5.4(b), and (ii) supply such reasonable assistance as may be reasonably requested by any of them in connection with the foregoing. Unless otherwise directed by the applicable Governmental Authority and subject to applicable Legal Requirements, each of the parties will promptly inform each other of any material communication from any Governmental Authority regarding any of the Contemplated Transactions. If any party or any of its respective Affiliates receives a request for additional information or documentary material from any such Governmental Authority with respect to the Contemplated Transactions, then such party will endeavor in good faith to make, or cause to be made, as soon as reasonably practicable and after consultation with the other parties, an appropriate response in compliance with such request. In no event, however, will any party, Company or any of their respective Affiliates be obligated to bring suit or action against a Governmental Authority or divest or hold separate any business or assets in connection with the consummation of the transactions contemplated by this Agreement or any Transaction Document or, except as otherwise expressly provided in this Agreement, pay any money to any Person (other than (i) f iling fees and related charges to obtain Governmental Authorizations that are required for consummation of the Contemplated Transactions, (ii) pay any money agreed by the parties hereto in writing to any Person in connection with the resolution of the Section 6.10 Matter, (iii) pay any money agreed by the parties hereto in writing in connection with the resolution of the Section 6.9 Matter, or (iv) payment of any consent fees or expenses as set forth in Section 5.13) or to offer or grant other financial or other accommodations to any Person in connection with its obligations under this Section 5.4(b). 5.5 Corporate Name. Company and Purchaser acknowledge that Millicom or its Affiliates have the absolute and exclusive proprietary rights, by ownership or license, to use all trade names incorporating “Tigo”, “Telemóvil” or “Millicom,” by itself or in combination with any other name and the corporate design logo associated with “Tigo”, “Telemóvil”, “Lati” or “Millicom,” (the “Seller Names”), and that none of the rights thereto or goodwill represented thereby or pertaining thereto are being assigned or transferred, hereby or in connection herewith. The Company and Purchaser agree that they will not, nor will they permit any of their Affiliates to, use any name, phrase or logo incorporating “Tigo”, “Telemóvil”, “Lati” or “Millicom,” or such corporate design logo in or on any of its literature, sales materials, agreements products or otherwise in public-facing commercial materials in connection with the sale of any products or services or in the operation of the Towers, Tower Sites and Property; provided, that, (A) it shall have one (1) year from the date of Closing to replace signage on each of the Towers and Tower Sites , and shall have ninety (90) days to file with appropriate Governmental Authorities to change the corporate name of the Designated Target Companies to a name which does not contain any Seller Names, (B) nothing herein shall prevent Company and Purchaser from using the foregoing for (i) internal archival and business record purposes, (ii) to the extent required by applicable Law, (iii) to factually refer to the historical or current relationship between Millicom and its Affiliates and the Acquired Property and Designated Target Company, including in historical, tax, regulatory and similar records, or (iv) in any manner in which an unlicensed third party would be permitted to use

 
51 the same under applicable Law, and (C) the limits on the use of any name, phrase or logo incorporating “Lati” or such corporate design logo under this Section 5.5 shall not restrict Company and Purchaser from using any name, phrase or logo that contains the word “Latin” or “Latin America”. 5.6 Foreign Corrupt Practices Act. The parties acknowledge that they are each familiar with the United States Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), and that the FCPA prohibits, among other things, the giving or promising to give of money or anything else of value to a foreign government official, political party or candidate for the purpose of influencing any act or decision of such government official, political party or candidate or inducing the use of influence on such government official, political party or candidate. The parties each acknowledge and agree that neither party, nor their Subsidiaries or Affiliates nor any of their respective Representatives thereof shall, in connection with performing their duties or obligations under this Agreement or any ancillary agreement hereto, in connection with any of the transactions contemplated hereby or thereby or in connection with any other business transaction involving the parties or any of their respective Subsidiaries or Affiliates in connection with this Agreement, make, offer, or promise to make any unlawful or improper payments or transfers of anything of value, directly or indirectly, to (i) any government official or employee (including employees of government-owned and government-controlled corporations and public international organization), (ii) any political party, official of a political party, or candidate, or (iii) an intermediary for payment to any of the foregoing, in any case for the purpose of influencing an act or decision of an official of any foreign government, including a decision not to act, or request or encourage any such person to use its influence to affect any government act or decision of a foreign government in connection with the business of any such party or its Subsidiaries or Affiliates or pertaining to the Acquired Property. Notwithstanding anything to the contrary herein and in furtherance of the foregoing, the parties acknowledge and agree that the intent of the parties hereto is that no payments or transfers of value shall be made which have the purpose or effect of public or commercial bribery, or acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business. For as long as the Master Lease Agreement is effective, each party will promptly inform the other parties in writing of any claims of improper payments in connection with the operation of their respective businesses pertaining to the Acquired Property, and will fully cooperate in investigating any such claims. Each party agrees to comply with any similar Legal Requirements of any other Governmental Authority with respect to payments to officials of any Governmental Authority relating to the Acquired Property. 5.7 Environmental Matters. (a) Company and Purchaser may commission, at Company’s and Purchaser’s sole cost and expense, environmental site assessments of any or all Tower Sites, subject to the provisions of the applicable Ground Lease and an access and confidentiality agreement reasonably agreeable to Seller; provided, that these assessments shall not include any invasive sampling of the soil, air, surface water, groundwater or building materials at such Tower Sites, without Seller’s prior written consent. Company and Purchaser will indemnify Seller and its Affiliates for any damage to person or property to the extent resulting from, caused by, or incurred in connection with, Purchaser’s conduct of such environmental site assessments of any Tower Site; provided, further, that Purchaser will not indemnify Seller or its Affiliates for any claim, loss or cause of action to the extent caused by (i) the gross negligence or willful misconduct of Seller or its Affiliates or (ii) any physical condition existing on any Tower Site prior to Purchaser’s or Company’s or any of their respective Representative ’s entry thereon (except for any incremental damage, release or exacerbation of an existing condition caused by Company, Purchaser or their Affiliates or Representatives with respect to any such physical condition).

 
52 (b) Company and Purchaser will promptly provide (at Company ’s and Purchaser’s sole cost and expense) to Seller copies of any and all written reports prepared of these environmental site assessments. Unless otherwise required by applicable Legal Requirements, none of such reports or any information contained in said reports or othe rwise generated by Company or Purchaser under this Agreement will be released to any other Person without the prior written consent of Company and Seller, except that any of Company or Seller may provide such reports, on a confidential basis, to their respective Representatives or financing sources. If this Agreement is terminated pursuant to ARTICLE X, Company and Purchaser will promptly turn over to the Seller Parties all reports, documents, data and other writings and information, including copies and, if available, electronic format thereof, relating to any and all environmental site assessments performed on the Tower Sites as to which no Closing has occurred, and such reports, documents, data and/or writings will become the exclusive property of Seller, provided, that Company and Purchaser shall be permitted to retain one copy of such reports, documents and/or writings so long as they keep the materials in accordance with the terms and conditions of the Confidentiality Agreement. 5.8 Aviation Permits; Obligations of Purchaser and Seller. (a) Except as otherwise set forth in this Agreement, Purchaser and Seller shall use commercially reasonable efforts to take any and all action necessary to cause themselves to timely perform their obligations under this Agreement and the other Transaction Documents and the Company Closing Documents to which Purchaser or Seller, as applicable, is a party. (b) Schedule 5.8 is hereby incorporated by reference in this Section 5.8(b). 5.9 Other Documentation. (a) Prior to or in connection with each Closing, Seller shall, to the extent available, deliver or cause to be delivered to Purchaser originals (if available, otherwise, copies) of all written (and effective) Ground Leases and Tenant Leases relating to the assets to be assigned and transferred to Purchaser by Seller at the applicable Closing or, to the extent not solely related, appropriate extracts thereof. Prior to or promptly following the applicable Closing, Seller shall deliver or cause to be delivered to Purchaser copies of all current files and records of Seller or any of its Affiliates that are in their possession and solely related to the ownership, occupancy or leasing of the assets to be assigned and transferred to Purchaser at the applicable Closing or, to the extent not solely related, appropriate extracts thereof. (b) At each Closing, the applicable parties will enter into a transition services agreement substantially in the form of EXHIBIT E hereto for the transition of the management and operation of the Tower Sites to be conveyed to Purchaser at the applicable Closing and the transition of administrative services in order to transition the ownership of Seller ’s rights, title and interest in and to the Acquired Property to be conveyed to Purchaser (each, a “Transition Services Agreement”), in each case substantially on the terms and conditions set forth on EXHIBIT E. From and after the date hereof until the earlier of the Closing and the termination of this Agreement in accordance with the terms and conditions of Article X, the parties hereto shall and shall cause their respective Affiliates to cooperate in good faith and use their respective commercially reasonable efforts to discuss and agree in good faith on any appropriate services to be included, or further detail to be added in connection with the description of services included, in the Schedules to the Transition Services Agreement (and Seller will provide or cause to be provided such information as Purchaser reasonably requests, in accordance with Section 5.9(b) regarding pricing and other details with respect to such additional services), which discussions and agreement shall be on the

 
53 basis of the schedules attached to the form of Transition Services Agreement attached as EXHIBIT E. (c) In addition, the parties hereby agree that each agreement, arrangement or other instrument as shall be required under applicable Law or as otherwise reasonably necessary and customary for each Territory in order to or in connection with the transfer of Acquired Property in the Territory (each, a “Local Transfer Document”), shall include only those representations, warranties, covenants and agreements provided for in this Agreement and such other provisions as are customary for such Local Transfer Document or required by applicable Law to give effect to such transfer in any such jurisdiction. The parties agree that no Local Transfer Document is intended to, and no Local Transfer Document will, be construed in any way, to enhance, decrease or otherwise modify any of the rights or obligations of the parties hereto or any of their respective Affiliates from those contained in this Agreement. (d) The parties shall work together in good faith and acting reasonably to promptly agree in writing on (i) the documentation of the matters specifically contemplated in the attached form of Master Lease Agreement to be drafted, revised or updated (as applicab le) in the final Master Lease Agreement for each Territory, (ii) the final versions in each Master Lease Agreement of the incomplete schedules and exhibits (including Schedules 1, 1(a) and 4, Annex A to Schedule 6, and Exhibits 1 and 2) in such form, (iii) the documentation of the matters specifically contemplated in the attached form of Build to Suit Agreement to be prepared, revised or updated (as applicable) in the final Build to Suit Agreement (including Exhibit A (if applicable) and Schedule 1), and (iv) the documentation of the Related Leasing Arrangements as described in Section 5.27 (all of the foregoing, the “Leasing Documentation Matters”). In furtherance of the foregoing, (x) Seller shall deliver to Purchaser, no later than sixty (60) days from the date hereof, drafts of the schedules, exhibits and other inserts to be populated with factual information, (y) Purchaser shall deliver to Seller, no later than sixty (60) days from the date hereof, drafts of the agreements, forms, and revised or updated provisions to be prepared, and (z) each party shall promptly review and comment on any draft (or redraft or comment) received by it, in each case in accordance with this Section 5.9(d), with each party acting diligently, reasonably and in good faith in connection with the foregoing. The consummation of the transactions for each Territory shall not take place until the applicable Leasing Documentation Matters for such Territory are finalized and agreed by the parties, which the parties shall seek to do no later than thirty (30) days prior to the anticipated applicable Closing Date. 5.10 Update. (a) In the event that any Ground Leases, Tenant Leases or insurance policies have been entered into following the date hereof (in accordance with and subject to this ARTICLE V) or have expired or been terminated since the later of the date hereof or the date of most recent Update delivered pursuant to this Section 5.10, in each case, in accordance with and subject to this Agreement (the “Changes”), then Seller shall, (i) not later than fifteen (15) days prior to the any Closing, deliver to Purchaser in writing draft updated lists of the Ground Leases, Tenant Leases and insurance policies required to be disclosed on Schedules 3.15(a), 3.15(b) and 3.16, respectively, to reflect any such Changes (each, an “Update”), along with all information reasonably available to Seller, its Affiliates, or Representatives related to such Changes necessary for Purchaser to adequately evaluate such matter or circumstance, including true, correct and complete copies of any insurance policies, Ground Leases and Tenant Leases, referenced in or disclosed by any such Update, and (ii) on the Business Day immediately preceding the Closing Date, provide to Purchaser the final Update, and mandatory Updates whenever there are Changes.

 
54 (b) Except as specifically provided in this Section 5.10, no Update shall be deemed to be incorporated into or to supplement, amend or modify the Schedules hereto or to have cured any inaccuracy in or breach of any representation or warranty contained in this Agreement. If Company has the right to terminate the Agreement pursuant to Section 10.1(c) as a result of any matter disclosed in such final Update and does not exercise such right within ten (10) days of receipt of such Update, then such Updates shall be deemed to amend the lists included on Schedules 3.15(a), 3.15(b) and 3.16, as applicable, and no other Section hereto or Schedule hereto, for purposes of Section 6.1(a) and Section 9.3 hereof, provided that all newly-disclosed insurance policies, Ground Leases and Tenant Leases shall have been entered into in compliance with the provisions of this Agreement, including this ARTICLE V. (c) Notwithstanding anything to the contrary herein, the parties acknowledge and agree that, from and after the date hereof until the applicable Closing of the Purchased Assets hereunder, the parties shall and shall cause their respective Affiliates to cooperate in good faith and use their respective commercially reasonable efforts to discuss and agree in good faith on any appropriate updates to the list of Purchased Assets set forth on Schedule 1 hereto in order to reflect such additional assets necessary or required to be included in the transfer to Purchaser (or Designated Purchaser) hereunder at such Closing. 5.11 Confidentiality. Company and Purchaser, on the one hand, and Seller Parties, on the other hand, shall, and they shall cause their respective Representatives to, treat all nonpublic information obtained in connection with this Agreement and the Transaction Documents and the transactions contemplated hereby and thereby as confidential in accordance with the terms of the Confidentiality Agreement, which is incorporated in this Agreement by reference. Except as provided below, the Confidentiality Agreement shall terminate at an applicable Closing solely with respect to the Purchased Interests and/or the Purchased Assets transferred at such Closing; provided, that the Confidentiality Agreement shall survive until the third (3 rd) anniversary of this Agreement with respect to Acquired Property that is not transferred. To the extent permitted by applicable Law, Company and Purchaser agree to notify Seller via written notice prior to any intended contact with a Governmental Authority to be initiated by Company or Purchaser in relation to the Purchased Interests and the Purchased Assets with respect to a period prior to the Closing on which such Purchased Interests and the Purchased Assets were transferred. 5.12 Antitrust Approval. (a) Company, Purchaser and Seller agree that Purchaser shall, in consultation with Seller, (i) complete and file all f ilings required under the Antitrust Laws with respect to the Contemplated Transactions as promptly as practicable and (ii) will promptly complete and file responses to all requests for additional data and information that may be made under such Antitrust Laws. Seller shall provide at the earliest practicable date, but in any event within fifteen (15) Business Days of any such request, any information needed to prepare any filing required under the Antitrust Laws with respect to the Contemplated Transactions or to address any additional requests made by Antitrust Authorities with respect to such filings. (b) Each party shall use commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to any applicable Law in connection with the Contemplated Transactions. Neither Company, Purchaser, Seller nor their respective Affiliates shall independently participate in any formal meeting with an Antitrust Authority or any other applicable Governmental Authority in respect of any such filings, investigation or other inquiry without giving the other party reasonable prior notice of the meeting and, to the extent permitted by applicable Law, the opportunity to attend and participate. In

 
55 addition, the parties will inform each other of the outcome of any discussions or communications, or any conference or meeting held by any of its Representatives with an Antitrust Authority in respect of any such filings, investigations or other inquiry, unless the other party or its Representatives were in attendance for the entirety of such discussions, communications, conference or meeting. Subject to applicable Law, the parties will consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either party relating to proceedings under the Antitrust Laws. Seller and Purchaser may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.12 as “outside counsel only”. Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to any other Representatives of the recipient, unless express written permission is obtained in advance from the source of the materials. (c) If any objections are asserted by an Antitrust Authority with respect to the Contemplated Transactions for the Closing under the Antitrust Laws, the parties shall, to the extent feasible and permitted, jointly determine a strategy for responding to and resolving such objection, with each party bearing its own costs and expenses in connection with such response. Notwithstanding the foregoing, nothing in this Section 5.12 or otherwise in this Agreement shall require, or be construed to require, Company, Purchaser or Seller or their respective Affiliates to agree to (i) sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of such party or any of their respective Affiliates (ii) any conditions relating to, or changes or restrictions in, the operations of any assets of Company, Purchaser, Seller or any of their respective Affiliates, businesses or interests which, in e ither case, would reasonably be expected to materially and adversely impact the economic or business benefits to Company, Purchaser or Seller of the transactions contemplated by this Agreement or adversely affect their respective business in the applicable Territories; (iii) any material modification or waiver of the terms and conditions of this Agreement or (iv) the direct or indirect payment of any non de minimis fees, pre-closing or post-closing, as a condition to such approval. If the Antitrust Authorities require that Company, Purchaser or Seller or any of their respective Affiliates take any of the forgoing actions as a condition to the approval of the Contemplated Transactions, then the party that is being adversely affected by such requirement, shall have the right to terminate this Agreement without liability. Prior to the Closing or the earlier termination of this Agreement, none of Purchaser, Seller or Company shall acquire or make any investment in any corporation, partnership, limited liability company or other business organization or any division or assets thereof, that would reasonably be expected to materially delay the satisfaction of the conditions contained in ARTICLE VI or ARTICLE VIII or materially and adversely increase the risk of not obtaining any clearance, consent, approval, authorization, or waiver necessary to consummate the transactions contemplated by this Agreement. (d) Purchaser will pay any filing fees required to be paid under applicable Law for the Antitrust Laws filings contemplated by this Section 5.12. 5.13 Ground Leases; CP Consents. (a) As soon as reasonably practical following the execution and delivery of this Agreement and prior to the Closing, Seller shall use commercially reasonable efforts to obtain the CP Consents for the conveyance of the Ground Leases included in the Purchased Assets set forth on Schedule 5.13(a) and to consummate the Pre-Closing Restructuring. Company and Purchaser shall cooperate in all reasonable respects with Seller ’s efforts to obtain such CP Consents, including, without limitation, by providing any information reasonably requested by each Ground

 
56 Lessor regarding Purchaser and their respective businesses. For the avoidance of doubt, a novation of an applicable Ground Lease, executed by the Ground Lessor, Seller and Company, which substitutes Purchaser as the lessee or licensee thereof and is on terms satisfiable to Purchaser, will satisfy Seller’s CP Consent obligations hereunder. For clarity, in no event shall Purchaser or Company or any of their respective Affiliates be required to pay any amount or offer or grant any financial or other accommodation to such Ground Lessor or other Person in order to obtain such CP Consents, except as expressly required by Section 5.13(b). Schedule 5.13 is hereby incorporated by reference in this Section 5.13. 5.14 Tenant Leases. The parties acknowledge and agree that the agreements described in and contemplated by Section 3.15(b) shall be assigned by Seller to Purchaser at the Closing pursuant to the terms of this Agreement in connection with the Pre-Closing Restructuring or the acquisition of the Purchased Assets. In no event will Seller, Purchaser or Company, or any of their respective Affiliates be obligated to pay any money to any Person or to offer or grant other financial or other accommodations to any Person in connection with the assignment. 5.15 Pre-Closing Restructuring. Prior to the Closing, Seller will, and will cause each applicable Seller Party and the Designated Target Companies to, take all necessary actions and steps to effectuate the transactions set forth in EXHIBIT G, including but not limited to: (a) effect all such conveyances, transfers, assignments, assumptions or other transactions or actions necessary or appropriate to enable, in each case at or prior to the Closing (after taking into account the receipt of the Acquired Properties with respect to the Pre -Closing Restructuring and any other necessary approvals), ( i) the Designated Target Company to possess all right, title and interest in and to all of the Acquired Properties and to be responsible only for the Assumed Liabilities; and (ii) Seller to possess all right, title and interest in and to all of the assets of the Excluded Assets and to be solely responsible for the Excluded Liabilities. Seller and Purchaser may mutually agree in writing to modify or amend the actions and steps that comprise the Pre-Closing Restructuring in accordance with the Pre-Closing Restructuring Plan or EXHIBIT G, as applicable, from time to time; provided that Purchaser will not unreasonably withhold, condition or delay its consent to any modification or amendment proposed by Seller in writing that is de minimis to Purchaser; (b) maintain Purchaser and its Representatives reasonably informed of the status of the Pre-Closing Restructuring prior to the Closing. Prior to entering into any Contracts to effectuate the Pre-Closing Restructuring (including any Intellectual Property assignment agreement and also the document(s) to effect the transactions contemplated by Section 6.9 in connection with the Section 6.9 Matter or the Honduras Distribution, as applicable) (“Restructuring Agreements”), and until completion of the Pre-Closing Restructuring, Seller shall deliver to Purchaser copies of any material restructuring agreements and shall use all reasonable efforts to afford Purchaser a ten (10) Business Day period following receipt of such material Restructuring Agreements (or, if there are fewer than ten (10) Business Days prior to the Outside Date, such shorter review period as is reasonable based on the length and complexity of the proposed Restructuring Agreements) (the “Restructuring Review Period”) to review and comment on the contents of such Restructuring Agreements, and Seller shall consider in good faith any reasonable comments to the Restructuring Agreements delivered by Purchaser to Seller within the Restructuring Review Period, provided, further, that the Restructuring Agreements shall not bind (and shall not include any terms that purports to bind) the Designated Target Companies or Purchaser to ascribing any particular value for any Acquired Properties other than a value pertaining to the structural elements of the Towers;

 
57 (c) have Seller assume any liabilities relating to, arising out of or resulting from the consummation, and implementation of the Pre-Closing Restructuring (including the fees of any legal counsel, f inancial advisor, bank, accountant, auditor, broker or other consultant or expert retained by Seller or their Affiliates) at its sole cost and expense; and (d) subject to the other provisions of this Agreement, obtain any consent, clearance, expiration or termination of a waiting period, authorization, Order or approval of, or any exemption by, any Governmental Authority required to be obtained or made by any of the parties or any of their respective Affiliates in connection with the Pre-Closing Restructuring. (e) Seller shall cause Lati Honduras to hold, as of Closing, an amount of cash equal to the Lati Honduras Minimum Cash Amount. (f) Within thirty (30) days following the date of this Agreement, Seller shall prepare, in good faith and in consultation with Purchaser (including by incorporating any suggestions from Purchaser), and deliver to Purchaser a draft plan describing, in reasonable detail, the reorganization steps it plans to undertake to implement the Pre-Closing Restructuring (the “Pre-Closing Restructuring Plan”). The Pre-Closing Restructuring Plan shall (i) be prepared in Microsoft PowerPoint, (ii) illustrate on a separate slide each step of the Pre-Closing Restructuring, for each applicable country, and clearly show the full corporate structure relevant to the step as well as the actual legal names of the entities involved, (iii) and describe the applicable corporate law and tax consequences of each step. (i) The Pre-Closing Restructuring Plan shall generally provide that (A) Seller shall contribute cash to LATI Parent, which in turn shall contribute the cash to Lati Guatemala, Lati El Salvador, Lati Panama and Lati Honduras (the “Lati OpCos”), (B) the Lati OpCos shall use the contributed cash to purchase the Towers, Tower Sites and related Property and all of the Existing WIP Sites (whether or not Completed WIP Sites) from Affiliates of Seller that are not directly or indirectly owned by LATI Parent at a purchase price based on an independent third party appraisal of such assets , (C) LATI Parent shall no longer own, directly or indirectly, (i) any entity that is not a Designated Target Company, including InfraCo 2NV, or (ii) any entity that is an Excluded Entity, (D) ensure that the Seller Parties (other than the Designated Target Companies or their Subsidiaries), and not the Designated Target Companies or their Subsidiaries, shall be liable for all Excluded Liabilities (for the avoidance of doubt, without limiting Section 9.5(d), (E) ensure that no Designated Target Company being transferred, directly or indirectly, to Purchaser has any employees immediately prior to Closing (without the prior written consent of Purchaser) and (F) the actions to ensure the occurrence of the matters described in (A)-(E) does not result in any liability (contingent or otherwise) applicable to the Designated Target Companies. The Pre-Closing Restructuring Plan shall not, directly or indirectly, require or otherwise bind Seller or Purchaser to allocate value to any asset of a Designated Target Company other than (x) the Towers or (y) an entity that is not a Designated Target Company or Subsidiary thereof referred to in clause (C) of the previous sentence. (ii) Purchaser shall have forty-five (45) days to review the draft Pre- Closing Restructuring Plan, during which time Purchaser may review and comment on the draft Pre-Closing Reorganization Plan. Seller shall use commercially reasonable efforts to provide any information reasonably requested by Purchase in connection with Purchaser’s evaluation of the draft Pre-Closing Restructuring Plan, including by making Seller’s personnel and legal and accounting advisors available to Purchaser. Seller shall

 
58 consider in good faith Purchaser’s comments and must incorporate into the Pre -Closing Restructuring Plan any reasonable requests of Purchaser that would avoid (i) any adverse consequences to Purchaser and the Designated Target Companies and would not adversely affect Seller or any of its Affiliates (not including the Designated Target Companies and their Subsidiaries for this purpose), (ii) any material delay of the consummation of the Contemplated Transactions, (iii) any change in any material way to the scope of the Acquired Property, the assets and liabilities of the Designated Target Companies and their Subsidiaries, or the allocation of assets and Liabilities contemplated by this Agreement, (iv) restrictions on the business of Purchaser or the Designated Target Companies or their Subsidiaries following the Closing; or (v) material and adverse consequences to the business, operations or structure of Purchaser and the Designated Target Companies and their Subsidiaries after the applicable Closing. Within fifteen (15) days following the end of such review period, Seller shall provide to Purchaser a copy of the final and agreed Pre-Closing Restructuring Plan that was completed in compliance in all respects with this Section 5.15, which shall thereafter be deemed to be EXHIBIT G. 5.16 Director and Officer Resignations, Release and Indemnification; Labor and Employment Matters. (a) Immediately prior to each Closing, Seller shall deliver to Purchaser the written resignation and release letter, effective as of the Closing Date, of each director and officer or similar position of the applicable Designated Target Company, effectuating his or her resignation from such position as a member of the board of directors (or equivalent governing body) or as officer (although not as an employee unless otherwise so required pursuant to this Agreement), in the form attached hereto in EXHIBIT 6.8(a). Such written resignation and release letter shall unconditionally and irrevocably release, waive and forever discharge such Designated Target Company, Purchaser and Purchaser’s Affiliates from any obligations and liabilities arising out of or relating to the organization, management or operation of such Designated Target Company relating to any matter, occurrence, action or activity occurring prior to the Closing, which shall also include the release by such releasing party of any indemnification, exculpation and advancement rights in connection therewith. (b) Seller acknowledges and agrees that the existing or procured umbrella or other applicable insurance policies of the Seller Parties (other than the Designated Target Companies) will cover and shall be the sole and exclusive recourse available to such releasing directors and officers for post-Closing indemnification, exculpation, advancement and other similar claims relating to the Designated Target Companies or the Business for all periods prior to the Closing. Notwithstanding anything in this Agreement to the contrary, one hundred percent (100%) of the premium in respect of any “umbrella” or other insurance policy obtained or maintained pursuant to and in accordance with this Section 5.16(b) and any fees, costs, deductibles, expenses and taxes associated therewith shall be borne by solely by Seller as an Excluded Liability. (c) Schedule 5.16(c) sets forth a true, correct and complete list of the employees who provide applicable services in a Territory relating to Towers, Tower Sites or related Property in such Territory who will be made available to join Purchaser or Designated Purchasers or its respective Affiliates or Subsidiaries (the “In-Scope Employees”). The applicable Seller Parties shall provide Purchaser reasonable opportunities to interview such In-Scope Employees for positions with Purchaser following Closing and shall reasonably cooperate with Purchaser’s requests relating thereto. Following the date of this Agreement and prior to December 31, 2024, Seller will provide Purchaser (or an Affiliate thereof including a Designated Purchaser) reasonable access during normal business hours to each In Scope Employee, and Purchaser will have until

 
59 such time to conduct its interviews and relevant background checks and until January 31, 2025 advise Seller in writing of such Service Providers (each Service Provider on such Schedule 5.16(c) for which Purchaser has provide such written notice to Seller, a “Continuing Employee”) for which Purchaser would like to extend offers of “at will” employment (each, an “Offer of Employment”), and each Continuing Employee’s employment shall be effective as of and contingent upon such Continuing Employee’s commencing employment within ten (10) days after the applicable Closing Date for the relevant Territory. Seller (or an applicable Affiliate thereof) shall, in accordance with applicable Law, terminate, effective as of such applicable Closing Date, the employment or service of all In-Scope Employees for the relevant Territory. Seller (or an applicable Affiliate thereof) shall also reasonably cooperate in good faith with requests by Purchaser and its Affiliates to facilitate the Offers of Employment, including the delivery thereof to the applicable Continuing Employees. Nothing in this Section 5.16(c) or otherwise in this Agreement shall be construed to prevent the termination of employment or service of any Service Provider, or provide any In-Scope Employee with any right to continued employment or service. 5.17 Restrictive Covenants. (a) For a period of three (3) years following the Closing Date, neither Seller nor its Affiliates shall, directly or indirectly, employ, hire, enter into an agency or consulting relationship with, recruit or solicit for employment any (x) senior employee of Company or its Affiliates involved in the negotiation of the transactions contemplated by this Agreement , and all (y) Continuing Employees, except for (i) soliciting any such Person through a generalized search not specifically targeted toward any such Person (through media advertisements of general circulation, employment search firms, open job fairs or otherwise), and (ii) soliciting or hiring any such person who has been terminated by the Designated Target Companies for at least six (6) months before the soliciting or hiring began or hiring any such Person who contacts any of Seller or any of its Affiliates on his or her own initiative. (b) For a period of three (3) years following the Closing Date, none of Company, Purchaser, or any of their respective Affiliates shall, directly or indirectly, employ, hire, enter into an agency or consulting relationship with, recruit or solicit for employment any senior employee of Seller or its Affiliates involved in the negotiation of the transactions contemplated by this Agreement, except for (i) soliciting any such Person through a generalized search not specifically targeted toward any such Person (through media advertisements of general circulation, employment search firms, open job fairs or otherwise), and (ii) soliciting or hiring any such Person who has been terminated by Seller or its Affiliates for at least six (6) months before the soliciting or hiring began or hiring any such Person who contacts Company, Purchaser, or any of their respective Affiliates on his or her own initiative. (c) Section 25 of the Master Lease Agreement is hereby incorporated by reference as if set out in full in the text of this Agreement and, for the avoidance of doubt, it is hereby acknowledged and agreed by the parties that a breach or default under Section 25 of any Master Lease Agreement by a party or its Affiliates shall constitute a breach or default of this Agreement by the breaching or defaulting party or its applicable Affiliates. (d) The parties have consulted with legal counsel regarding the provisions of this Section 5.17 and based on such consultation have determined and hereby acknowledge that the restrictions set forth in this Section 5.17 are reasonable in terms of duration, scope and area restrictions and are necessary to protect the goodwill of the business and the substantial investment in the business made by Purchaser hereunder. Seller further acknowledges and agrees that this Section 5.17 is being entered into by it in connection with the sale of the business

 
60 and the goodwill of the business pursuant to this Agreement. If any provision of Section 5.17 is held to be excessively broad as to duration, scope, activity or subject, such provision will be construed by limiting and reducing it so as to be enforceable to the maximum extent permissible under applicable Law. 5.18 Termination of Affiliate Arrangements. All contracts between a Designated Target Company, on the one hand, and Seller or any Seller Related Parties, on the other hand, and all Seller Related Party Agreements and other than any contracts listed on Schedule 5.18 and any employment agreement with employees of a Designated Target Company, shall be terminated in full as of the Closing Date, and all obligations and liabilities thereunder shall be deemed to have been satisfied with no other liability or obligation on the part of a Designated Target Company, Purchaser, Company or any of their respective Affiliates. For the avoidance of doubt, all Tower leases to which Seller or any of its Affiliates are a party in connection with the Acquired Property, except for the Master Lease Agreement or as otherwise set forth under the Master Lease Agreement with respect to the Existing SBA-Tigo Lease Agreements (as defined in the Master Lease Agreement), shall be terminated in full without any future liability or obligation owing thereunder. 5.19 Insurance. From and after the Closing, Seller shall assign to Purchaser any and all proceeds under any of Seller’s or any of its Affiliates’ third party insurance policies written prior to the Closing to the extent received or to be received in connection with any Assumed Liabilities, the Purchased Assets, Towers or Tower Sites or related Property from and after the date hereof, in each case other than where insurance proceeds are directly or indirectly funded by Seller or any of its Affiliates through self-insurance or other similar arrangement (collectively, the “Insurance Proceeds”). Seller will use commercially reasonable efforts to obtain any necessary consents or approvals of any insurance company or other third party relating to any such assignment of Insurance Proceeds (or, if such Insurance Proceeds are not assignable, Seller agrees to pay any such Insurance Proceeds received by it or any of its Affiliates to Purchaser (or any Purchaser Party) promptly upon the receipt thereof); provided, however, that Seller will not have any obligation to make any consent or similar payments to procure any such consents or approvals. Following the Closing, Purchaser shall notify Seller in writing of any events, acts, errors, accidents, omissions, incidents, injuries or other forms of occurrences to the extent relating to the Business, the Purchased Assets, the Assumed Liabilities or the properties, assets, operations, employees, officers or directors of the Business, the Purchased Assets or the Assumed Liabilities that, in each case, occurred prior to the Closing Date (collectively, the “Pre- Closing Occurrences”) for which it would like Seller to submit a claim under available insurance policies. From and after the Closing, at Purchaser’s sole cost and expense, Seller shall, and shall cause its applicable Affiliates to, (a) use commercially reasonable efforts to ensure that applicable claim reporting and other applicable material available insurance policies requirements are met to the extent covered by the available insurance policies, and (b) use commercially reasonable efforts to obtain the benefit of the applicable insurance coverage under any applicable available insurance policy and pay such benef it to Purchaser. 5.20 No-Shop. Seller hereby covenants and agrees that it shall not, and it shall cause its Affiliates (and direct their respective Representatives) not to, for the period from the date of this Agreement through the Final Closing or the earlier termination of this Agreement in accordance with the terms and conditions of ARTICLE X, take any action to (a) directly or indirectly encourage, solicit, initiate, facilitate, accept, engage in or enter into any Acquisition Proposal, (b) enter into any agreement with respect to any Acquisition Proposal, (c) publicly approve, endorse or recommend any Acquisition Proposal, or (d) directly or indirectly participate, engage or continue in any discussions or negotiations regarding, furnish to any Person any

 
61 information with respect to, or take any other action to facilitate the making of, an Acquisition Proposal, in each of the foregoing clauses (a) and (d), other than to reject or terminate any such discussions, negotiations or proposals. Without limiting the generality of the foregoing, Seller shall immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Person conducted heretofore with respect to any Acquisition Proposal and eliminate access to any data room (virtual or otherwise) maintained by Seller to all Persons other than Purchaser and its Representatives and Seller’s Representatives. Seller also agrees that it will promptly, but in no event later than five (5) Business Days after the date of this Agreement, request each Person (other than Purchaser) that has, prior to the date hereof, executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal to promptly return or destroy all confidential information furnished to such Person by or on behalf of it or any of its subsidiaries prior to the date hereof. Any violation of this Section 5.20 by any Representative or Affiliate of Seller shall be deemed to be a breach of this Section 5.20 by Seller. 5.21 Pre-Existing Condition Remediation. The parties acknowledge and agree that Seller’s obligations and liabilities (including any and all amounts payable in connection therewith) arising from, relating to or in connection with the remediation of any Pre-Existing Conditions will be addressed and resolved in accordance with the terms, conditions and rules set forth in EXHIBIT H. 5.22 Bifurcated Contracts. Promptly following the date of this Agreement, the parties shall use commercially reasonable efforts and work together in good faith to bifurcate each Shared Contract into two separate agreements, one of which shall reflect the services to be provided by Seller or its Affiliates under the terms of such bifurcated contract , and other agreement shall contain the terms of the ground lease contained in such bifurcated contract; provided, however, if the parties are unable to bifurcate a Shared Contract prior to the applicable Closing, then the parties shall, in connection with such Closing, enter into a Synthetic Contract to replicate the intent and effect of bifurcating such Shared Contract as between the parties; such that the benefits and burdens of such Shared Contract primarily relating to the Business are for the account of the applicable Designated Target Company and the other benefits and burdens of such Shared Contract are for the account of the applicable Subsidiary of Seller in such Territory; provided, further, that following such Closing, the parties shall continue to use commercially reasonable efforts and work together in good faith to bifurcate the applicable Shared Contract in accordance with this Section 5.22. The parties agree that none of the substantive terms set forth in each of the Shared Contracts shall be changed or altered. 5.23 Municipal Fees. From and after the date hereof, Seller shall and shall cause its Affiliates to pay any and all pre-Closing Municipal Fees that are outstanding and required to be paid under applicable Law in order for the transfer of the underlying Tower or Tower Site to Purchaser and its Affiliates, in each case, until such time that Purchaser or one of its Affiliates is recognized as the registered owner or lessee of such Tower and Tower Sites in the applicable records of the relevant municipal Governmental Authority in the applicable Territory. 5.24 Claro Panamanian Leases. Schedule 5.24 is hereby incorporated by reference in this Section 5.24. 5.25 Transaction Perimeter. Schedule 5.25 is hereby incorporated by reference in this Section 5.25. 5.26 Additional Disclosure.

 
62 (a) Prior to the earlier of (x) ninety (90) days from the date hereof and (y) no later than thirty (30) days prior to the applicable Closing Date, Seller shall provide to Purchaser the following additional information in writing: (i) a true, correct and complete list of all private medium tension lines applicable to any Towers or Tower Sites owned by the Seller Party or its Affiliates broken down by applicable Territory; (ii) with respect to all Ground Leases other than Expired Ground Leases, a true, correct and complete listing of each applicable date on which each such Ground Lease as set forth on Schedule 3.15(a) is scheduled to expire; and (iii) with respect to the disclosure on Schedule 3.21, further disclosure setting forth the historical amount of open Municipal Fees per Tower Site or, if not available per Tower Site, per municipality. (b) Notwithstanding anything in this Section 5.26 or in this Agreement to the contrary, the parties acknowledge and agree that the failure of Seller to deliver the required notice, lists pursuant to this Section 5.26 shall be deemed a breach of covenant and agreement hereunder, but any breach or inaccuracy in the information disclosed in such notice or lists shall only constitute and be treated as a breach of the representations and warranties in Section 3.15(g) for purposes of Seller’s liability under Section 9.3(a) of this Agreement for a breach of a representation or warranty of Seller. 5.27 Related Leasing Arrangements. (a) Following the execution of this Agreement, the parties shall document in accordance with Section 5.9(d) and Section 5.27(b) the leasing arrangements for the Sites in any Territory that are subject to the Existing SBA-Tigo Lease Agreements (the “Existing Sites”), and the Sites in any Territory for which “antenna site agreements” will be executed under the Build -to- Suit Agreement (the “BTS Sites”), in each case on the same terms and conditions set forth in the Master Lease Agreement for such Territory, mutatis mutandis (the “Related Leasing Arrangements”). (b) The parties acknowledge as follows: (i) The terms and conditions in the applicable Master Lease Agreement shall not apply to the Related Leasing Arrangements to the extent that they are not relevant. For example, the provisions of the applicable Master Lease Agreement relating to “Pre-Closing Matters”, “Tigo Provided Services”, “Site Sharing Agreements”, the landlord’s use of the tenant’s electricity and payment of “Utility Fees” therefor (it being understood that, for purposes of the Existing Sites subject to the existing master lease in El Salvador, the existing provisions relating thereto will continue to apply), the “Repurchase Right”, and “Grandfathered Space” (it being understood that, for purposes of the Existing Sites, the space occupied by the tenants thereunder as of the date of this Agreement will constitute “Grandfathered Space”) , shall not apply to the Related Leasing Arrangements. (ii) The provisions of the applicable Master Lease Agreement relating to “Initial Term Prolongation” and to guaranties by “Millicom Guarantor” and “Towerco Guarantor” shall not apply to the Related Leasing Arrangements

 
63 (iii) With respect to the BTS Sites, the terms and conditions of the Build- to-Suit Agreement shall apply, and shall govern in the event of any conflict with the terms and conditions of the Master Lease Agreements. (iv) With respect to any Territory, the Existing Sites in such Territory, the BTS Sites in such Territory (without limiting the immediately preceding bullet), and the sites subject to the Master Lease Agreement for such Territory shall all constitute part of a combined portfolio, including for purposes of the provisions in such Master Lease Agreement relating to “Rent”, the “Term” (including renewals on an all-or-nothing basis), “RAN Sharing”, “Initial Alternative Power Sources”, the basket in the “Proximity Conditions”, the allowances and limitations for “Swap Rights” and “Withdrawal Rights”, and the percentage thresholds with respect to the number of sites in respect of which an “Event of Default” has occurred. (v) The Master Lease Agreements and the Build-to-Suit Agreement shall be modified as appropriate to reflect the foregoing. (c) Grandfathering. (i) The Parties acknowledge that EXHIBIT 1(a) is intended to reflect Seller’s understanding as of the date hereof of the Leased Space of a Designated Target Company located in the Territories at the Tower Sites conveyed and delivered at a Closing. (ii) If Seller or any of its Affiliates takes or otherwise occupies additional space at any Tower or Tower Site from and after the date of this Agreement until the applicable Closing, Seller shall provide a written notice to Purchaser describing in reasonable detail the additional space so taken or occupied, including the nature of the assets, the EPA of the Tower or Pole taken or occupied and the sqm of ground space on the respective Tower Site so taken or occupied, in each case, as applicable (an “Interim Occupation Notice”). (iii) In the event of any disagreement regarding “Grandfathered Space” (as defined in the Master Lease Agreement) the burden shall be on Seller or its Affiliates to prove that the information contained in EXHIBIT 1(a) and the Interim Occupation Notice was incomplete. 5.28 Expropriated Panama Tower Sites. Between the date hereof and (twenty) 20 days prior to the applicable Closing, Purchaser may at its election in writing treat the Tower Sites in the Territory of Panama as disclosed in Schedule 3.22 (the “Panama Expropriation Towers”) as an Excluded Asset. If Purchaser makes such election as described in this Section 5.28, prior to Closing, Seller may elect to (i) treat the Panama Expropriation Towers as an Excluded Asset or, (ii) on a one-for-one basis, treat a Completed WIP Site in Panama as a Tower Site. ARTICLE VI CONDITIONS PRECEDENT TO COMPANY’S AND PURCHASER’S PERFORMANCE The obligations of Company and Purchaser under this Agreement shall be subject to the satisfaction, at or prior to the applicable Closing Date, of all of the following conditions, as pertaining to the Territory or Territories directly or indirectly subject to the related Closing, any one or more of which may be waived in writing by Company and Purchaser:

 
64 6.1 Accuracy of Representations and Warranties. The Fundamental Representations of Seller shall be true and correct in all respects on the date hereof and as of the Closing Date as the case may be, as though such representations and warranties were made at and as the Closing Date (except for representations and warranties expressly stated to relate to a specific date, in which case each such representation and warranty shall be true and correct as of such earlier date). The other representations and warranties of Seller contained in ARTICLE III shall be true and correct in all respects (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) on the date hereof and on the Closing Date as though such representations and warranties were made at and as of the Closing Date (except for such representations and warranties expressly stated to relate to a specific date, in which case such representations and warranties shall be true and correct in all respects as of such date), except for such failures to be true and correct that do not have and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 6.2 Antitrust Approval. The required filings under applicable Antitrust Laws shall have been made pursuant to Section 5.12, and all applicable waiting periods with respect to such filings shall have expired or been terminated, and any Governmental Authorization required in connection with the Contemplated Transactions under any such Antitrust Laws (including the applicable Governmental Authority stating in writing that no such approval is required) shall have been obtained and shall remain in full force and effect. 6.3 Performance. Seller Parties shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed and complied with by Seller Parties prior to or on the applicable Closing Date with respect to such Closing. 6.4 Officer’s Certificate. Seller shall have delivered to Company and Purchaser a certif icate, signed by an executive officer of Seller, dated as of the First Closing Date, certifying the matters set forth in Section 6.1, Section 6.3 and Section 6.12 and that each Tower Site for which WIP Site Consideration is to be paid at the Closing was completed prior to the Closing in accordance with the terms and conditions set forth in EXHIBIT 1.2(b). 6.5 Legal Prohibitions. No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Legal Requirement or Order (whether temporary, preliminary or permanent) which has the effect of making the Contemplated Transactions illegal or otherwise restraining, enjoining or prohibiting consummat ion of the Contemplated Transactions. 6.6 No Legal Proceedings. No Claim or Proceeding shall be pending (i) against Seller or any of its Affiliates that relates to or is reasonably likely to affect the Acquired Property owned or used by Seller, or their future ownership or use by Purchaser , except for such Claim or Proceedings as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, the consummation of any of the Contemplated Transactions. 6.7 Assignments and Consents. With respect to any Tower, Tower Site and related Acquired Property to be conveyed at the Closing, Seller shall have obtained each necessary and required assignment of applicable Tenant leases, and if applicable, each CP Consent and/or Synthetic Contract for the applicable Ground Lease.

 
65 6.8 Execution and Delivery of Documents. Seller shall have executed and delivered, or caused to be delivered to Purchaser or Company, in original copies (if available, otherwise, copies), each of the items set forth in (a) EXHIBIT 6.8(a) attached hereto at the Closing and (b) EXHIBIT 6.8(b) attached hereto at the Closing, with respect to the Acquired Property to be transferred at such Closing. 6.9 Section 6.9 Matter. Schedule 6.9 is hereby incorporated by reference in this Section 6.9. 6.10 Section 6.10 Matter.Section 6.10 Matter shall be resolved as set forth on Schedule 6.10 hereto. 6.11 Pre-Closing Restructuring. Seller, its Subsidiaries and the Designated Target Companies shall have effectuated the Pre-Closing Restructuring as set forth in Section 3.25, Section 5.15 and in the steps as described in EXHIBIT G. 6.12 No Material Adverse Effect. Since the date of this Agreement, there shall have not occurred any Material Adverse Effect. 6.13 Synthetic Contracts. For the applicable Territory for the Closing, Synthetic Contracts for applicable Ground Leases shall satisfy the Synthetic Contract Condition. ARTICLE VII CONDITIONS PRECEDENT TO SELLER’S PERFORMANCE The obligations of Seller under this Agreement shall be subject to the satisfaction, at or prior to the applicable Closing Date, of all of the following conditions, as pertaining to the Territory or Territories directly or indirectly subject to the related Closing, any one or more of which may be waived in writing by Seller: 7.1 Accuracy of Representations and Warranties. The Fundamental Representations of Company and Purchaser shall be true and correct in all respects on the date hereof and as of the Closing Date as the case may be, as though such representations and warranties were made at and as the Closing Date (except for representations and warranties expressly stated to relate to a specific date, in which case each such representation and warranty shall be true and correct as of such earlier date). The other representations and warranties of Company and Purchaser contained in ARTICLE IV shall be true and correct in all respects (without giving effect to any limitation as to “materiality” or “material adverse effect” set forth therein) on the date hereof and on the Closing Date as though such representations and warranties were made at and as of the Closing Date (except for such representations and warranties expressly stated to relate to a specific date, in which case such representations and warranties shall be true and correct in all respects as of such date) provided, however, that this condition shall be considered satisfied unless the failure of such representations or warranties to be true and correct would, individually or in the aggregate, reasonably be expected to materially impair or delay the ability of Company or Purchaser to consummate the transactions contemplated hereby. 7.2 Legal Prohibitions. No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Legal Requirement or Order (whether temporary, preliminary or permanent) which has the effect of making the Contemplated Transactions illegal or otherwise restraining, enjoining or prohibiting consummat ion of the Contemplated Transactions.

 
66 7.3 Performance. Company and Purchaser shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed and complied with by them prior to or on the applicable Closing Date with respect to such Closing. 7.4 Officer’s Certificate. Company, with respect to it, and Purchaser, with respect to it, shall have delivered to Seller a certif icate, signed by an executive officer of Company and Purchaser, as the case may be, dated as of each Closing Date, certifying the matters set forth in Section 7.1 and Section 7.3. 7.5 No Legal Proceedings. No Claim or Proceeding shall be pending that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, the consummation of any of the Contemplated Transactions. 7.6 Antitrust Approval. The required filings under applicable Antitrust Laws shall have been made pursuant to Section 5.12, and all applicable waiting periods with respect to such filings shall have expired or been terminated, and any Governmental Authorization required in connection with the Contemplated Transactions under any such Antitrust Laws (including the applicable Governmental Authority stating in writing that no such approval is required) shall have been obtained and shall remain in full force and effect. 7.7 Execution and Delivery of Documents. Company and the Purchaser Parties shall have executed and delivered to Seller the documents and instruments set forth on (a) EXHIBIT 7.7(a) attached hereto at each Closing and (b) EXHIBIT 7.7(b) attached hereto at each Closing with respect to the applicable Acquired Property to be transferred at each Closing. ARTICLE VIII EXPENSES; ADJUSTMENTS; TRANSFER TAXES AND OTHER TAX MATTERS 8.1 Expenses. Except as expressly provided herein, all fees and expenses incurred in connection with the negotiation, execution and delivery of this Agreement and the consummation of the Contemplated Transactions (including, without limitation, due diligence costs) shall be paid by the party incurring such fees and expenses, whether or not the Contemplated Transactions are consummated. 8.2 Transfer Taxes (a) Company and Purchaser shall each be responsible for the timely payment of all sales, use, value added, documentary, stamp, gross receipts, registration, transfer, conveyance, excise, recording, license and other similar Taxes and fees (including all stamp taxes and registration fees related to the transfers of the Acquired Property pursuant to this Agreement, but excluding VAT) (collectively, “Transfer Taxes”) imposed as a result of the transfers contemplated by this Agreement, excluding for this purpose (i) any Transfer Taxes imposed as a result of the Pre-Closing Restructuring which shall be paid by Seller, (ii) any Transfer Taxes (including the incremental portions thereof) which are due and payable as a result of Seller or any of its Affiliates failing to hold any Missing Permits, each of which shall be borne solely by Seller; provided, however, that solely with respect to Tigo Nicaragua, Purchaser shall be responsible for up for $400,000 in Transfer Taxes in respect of any assignment, name change or other similar activity for existing applicable permits as required by Instituto Nicaraguense de Telecomunicaciones y Correos (“Telcor”). To the extent it is required by applicable Law that Seller pay such Transfer Taxes that are the responsibility of Purchaser hereunder, Purchaser shall promptly pay, or cause to be paid, Seller for the full amount of such Transfer Taxes required to be

 
67 paid by Seller on or prior to the payment due date not to exceed Purchaser’s allocable share of such Transfer Taxes hereunder, provided that Seller provides a notice to Company and Purchaser certifying in reasonable detail the nature and amount of such Taxes required to be paid directly by Seller and the basis for assertion of such amounts at least fifteen (15) days prior to the payment due date, and Seller also promptly provides Company and Purchaser with copies of all receipts from Telcor related thereto. (b) All payments made pursuant to this Agreement are exclusive of VAT for which Seller or any of its Affiliates is not entitled to recover (by way of credit or repayment). Any such VAT imposed on the transfers of the Purchased Assets and Assumed Liabilities to Purchaser (or any Designated Purchaser) shall be charged to Purchaser (or the relevant Designated Purchaser) in addition to the Designated Purchase Price Payment. Purchaser (or the relevant Designated Purchaser) shall pay any such VAT upon receipt of the relevant VAT invoices, if such invoice is required under applicable Law. Purchaser and Seller shall, and shall cause their respective Affiliates to, exercise commercially reasonable efforts to satisfy all compliance obligations necessary in order to treat any such transfer as a transfer of a going concern for VAT purposes where permissible under applicable Law. Where Seller has treated, or caused its Affiliates to treat, a transaction under this Agreement as a transfer of a going concern or otherwise exempt from or outside the scope of VAT and it receives notice that a Tax Authority disagrees with that treatment, it shall promptly notify Purchaser and reasonably cooperate with Purchaser to contest such disagreement upon Purchaser’s request, provided that Purchaser shall indemnify Seller in respect of any costs, expenses, fees or Taxes incurred in connection with such contest. Seller shall issue (or shall cause to be issued) any invoice necessary and reasonably cooperate with Purchaser and its Affiliates to provide information and documentation necessary for Purchaser and its Affiliates to comply with its VAT obligations under applicable Law. For clarity, this Section 8.2(b) does not apply to any VAT imposed on any transaction or step forming part of the Pre - Closing Restructuring. Seller shall be solely responsible for any VAT imposed on any transaction or step forming part of the Pre-Closing Restructuring and, in each case, the costs of preparing and filing any Tax Returns in respect of any such VAT. Purchaser shall be responsible for any VAT tax incurred in connection with the payment of any WIP Site Consideration in Nicaragua, with any other VAT Tax for a transfer of Existing WIP Sites to be paid as part of the Pre -Closing Restructuring. (c) Except as otherwise provided in this Agreement, the party obligated to do so under the Laws of a Territory shall prepare and duly and timely file all Tax Returns in respect of such Transfer Taxes and VAT including all Tax Returns where no tax is due but filing is required as a result of the transfer of the Acquired Property pursuant to the Agreement (excluding for this purpose, any Taxes or fees imposed as a result of the Pre-Closing Restructurings, which shall be prepared and filed solely by Seller), which filings shall in any event be made in accordance with the periods established by the tax legislation in effect with respect to the Acquired Property transferred at such Closing, and subject to the confidentiality obligations set forth in this Agreement, such party shall promptly deliver copies of such filings to the other parties hereto. (d) Each of Seller and Purchaser shall use commercially reasonable efforts to cooperate with the other party to the extent necessary to obtain any exemption from or reduction in Transfer Taxes and VAT. (e) The payment provisions of this Section 8.2 shall survive until the expiration of the longest applicable statute of limitations

 
68 8.3 Preparation of Tax Returns and Payment of Taxes . (a) Seller shall prepare or cause to be prepared all Tax Returns for the Designated Target Companies for any Pre-Closing Tax Period (such Tax Returns, the “Pre-Closing Tax Returns”). Seller shall (i) use commercially reasonable efforts to submit each Pre-Closing Tax Return to Purchaser for review and comment at least fifteen (15) days prior to its due date and (ii) consider in good faith any timely comments requested by Purchaser in good faith, provided such comments are consistent with past practice and applicable Law. Purchaser shall timely file, or cause to be timely filed, each Pre-Closing Tax Return as prepared by Seller in accordance with this Section 8.3(a) and shall remit, or cause to be timely remitted, any Taxes due in respect of such Pre-Closing Tax Return to the relevant Tax Authority. Purchaser shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Designated Target Companies for any taxable year or period beginning on or before, and ending after, the Closing Date (each such period, a “Straddle Period” and such Tax Returns, the “Straddle Tax Returns”); provided, that, no later than sixty (60) days prior to the due date for any Straddle Tax Return, Seller shall provide to Purchaser, in a format reasonably determined by Purchaser, all information and data (including work papers) with respect to the portion of such Straddle Period that constitutes a Pre-Closing Tax Period that is requested by Purchaser, shall make available such knowledgeable employees and shall permit Purchaser to have reasonable access to such agents and advisors (including accounting firms) as reasonably necessary to prepare such Straddle Tax Return, including, but not limited to, a pro-forma Tax Return reflecting the operations of the applicable Designated Target Company for such Pre-Closing Tax Period, prepared on a basis consistent with past practice. Purchaser shall (A) use commercially reasonable efforts to submit each Straddle Tax Return to Seller for review and comment at least fifteen (15) days prior to its due date and (B) revise such Straddle Tax Return to reflect any timely comments requested by Seller in good faith, provided such comments are consistent with past practice and applicable Law. Seller shall pay Purchaser in immediately available funds, at least five (5) days before the due date of any Pre-Closing Tax Return or Straddle Tax Return, an amount equal to any Taxes due with respect to such Tax Return for which Seller is obligated to indemnify the Company Indemnified Person under Section 9.3. (b) The parties hereto shall, to the extent permitted under applicable Tax Law, elect to treat the Closing Date as the last day of any taxable period of the Designated Target Companies that includes the Closing Date; provided, that no party shall be required to amend any articles of association, change any financial accounting period, or otherwise take any action other than solely for Tax purposes. (c) Except as provided in Section 8.5, for purposes of this Agreement, in the case of any Taxes of a Designated Target Company, or Taxes with respect to any Purchased Assets, that are payable with respect to any Straddle Period, the portion of any such Taxes that constitutes Pre-Closing Taxes shall: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date; and (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the Purchased Assets or the business or assets of the Designated Target Companies or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (i) of the preceding sentence, any exemption,

 
69 deduction, credit or other item (including, without limitation, the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.3(c) shall be computed by reference to the level of such items on the Closing Date. The parties hereto will, to the extent permitted by applicable law, elect with the relevant Governmental Authority to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date. 8.4 Post-Closing Audits; Cooperation. (a) After the Closing Date, Purchaser shall notify Seller promptly without any undue delay of the commencement of any notice of Tax deficiency, proposed Tax adjustment, Tax assessment, Tax audit, Tax examination or other administrative or court proceeding, suit, dispute or other claim with respect to Taxes that, if resolved adversely to the taxpayer, would be grounds for a claim for indemnity pursuant to Section 9.3 hereof (a “Tax Claim”); provided, however, that a failure by Purchaser to provide timely notice of a Tax Claim shall not entitle Seller to reduce the amount of the liability required to be paid pursuant to Section 9.3, except to the extent such delay actually prejudices Seller. Purchaser shall deliver to Seller copies of all relevant notices and documents (including court papers) received by Purchaser or an Affiliate of Purchaser that relate to such Tax Claim. In the case of any Tax Claim relating solely to any Pre-Closing Tax Period, Seller (at its sole cost and expense) shall have the right to control the conduct of such Tax Claim provided, however, if Seller fails to assume control of the conduct of any such Tax Claim within a reasonable period following the receipt by Seller of notice of such Tax Claim, Purchaser shall have the right to assume control of such Tax Claim and shall be able to settle, compromise and/or concede such Tax Claim in their sole discretion. With respect to any Tax Claim controlled by Seller, (i) Purchaser may fully participate in the conduct of such Tax Claim (at its own expense), (ii) Seller shall not settle, compromise or dispose of any Tax Claim without Purchaser’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), and (iii) Seller shall keep Purchaser fully and timely informed with respect to the status of such Tax Claim. In the case of a Tax Claim after the Closing Date that relates both to Taxes for which Purchaser is indemnified under Section 9.3 and Taxes for which Purchaser is not indemnified under Section 9.3, Seller may fully participate, at its own expense, in such Tax Claim, and Purchaser (i) shall not settle such Tax Claim without the consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) shall keep Seller reasonably informed with respect to the status of such Tax Claim. (b) After the Closing, Purchaser and Seller shall, upon request, (i) reasonably assist (and cause their respective Affiliates to reasonably assist) the other party in preparing and filing any Tax Returns that such other party is responsible for preparing, (ii) reasonably cooperate in preparing for any audits of, or disputes or other proceedings with, any Tax Authority or with respect to any matters with respect to Taxes of or relating to the Designated Target Companies and their Subsidiaries and (iii) make available to the other party and to any Tax Authority as reasonably requested in writing all information, records, and documents relating to Tax matters of or relating to the Designated Target Companies and their Subsidiaries. In addition, Seller and Purchaser shall make themselves (and their respective employees) reasonably available, on a mutually convenient basis during normal working hours, to provide explanations of any documents or information provided under this Section 8.4. Each party shall keep any information obtained

 
70 under this Section 8.4 confidential except (x) as may be necessary in connection with the filing of Tax Returns or the conduct of any Tax audit, dispute, contest or other similar proceeding or (y) with the consent of the other party. (c) Purchaser shall not (and shall not allow any Designated Target Company to) initiate (or agree to) any Seller Tax Matter without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed) . Purchaser shall be entitled to make an election pursuant to Section 338(g) of the Code with respect to the Purchased Interests. 8.5 Additional Expenses and Adjustments. (a) Each of the parties hereto agree, solely with respect to the Acquired Property (including, for all purposes of this Section 8.5, directly or indirectly, the Purchased Assets, or applicable Towers, Tower Sites and related Property, in each case in the applicable Territory), as follows: (i) All Ground Lease rents and pass-through expenses under the Ground Leases conveyed at the Closing, will be prorated as of 12:01 a.m. on the Closing Date on the basis of the number of days in the rental period in which the Closing occurs. With respect to any Tower Site transferred at the Closing, Company shall reimburse Seller for one hundred percent (100%) of any outstanding Ground Lease rent amounts that were prepaid by Seller, and relate to a period after such Closing, without prejudice to Seller ’s payment obligations (if any) under the Master Lease Agreement, and such prepayment shall be included (on a straight line basis) in the calculation of the applicable Closing TCF. (ii) Rents under the Tenant Leases conveyed at the Closing, as and when collected will be prorated as of 12:01 a.m. on the Closing Date on the basis of the number of days in the rental period in which the Closing occurs. If Seller receives any rents or other receipts on or after the Closing Date which relate to Acquired Property conveyed at such Closing and relate to any period of time on or after the Closing Date, Seller will promptly pay to Purchaser in Current Funds that portion of the rents attributable to the period of time subsequent to such Closing Date. Promptly following the Closing, Seller shall deliver to Purchaser a schedule of any rents or other receipts due to Seller from any Tenant in respect of any period of time prior to the Closing Date. If Purchaser receives any rents or other receipts on or after the Closing Date which relate to Acquired Property conveyed at the Closing and relate to any period of time prior to the Closing Date, Purchaser shall promptly pay to Seller in Current Funds that por tion of the rents attributable to the period prior to the Closing Date (but not in excess of six months’ of rent in respect of any Tenant). All amounts collected by or on behalf of Purchaser from Tenants after the Closing, net of costs of collection, shall f irst be deemed to be in payment of any rents then due for the month in which the Closing occurs (and apportioned in accordance with this subsection), next in payment of rents then due on account of any month after the month in which the Closing occurs, and next finally in payment of any rents due to Seller for periods prior to the Closing Date. Security deposits and prepaid rents under any of the Tenant Leases shall be paid by Seller to Purchaser in Current Funds after the Closing Date in accordance with the proration procedures set forth in Section 8.5(c) and pursuant to the adjustment provisions set forth in Section 1.5. (iii) Real property Taxes, personal property Taxes and, subject to Section 3.21, any municipal Taxes shall be apportioned on the basis of the then current tax year in the jurisdiction in which the applicable Tower Site is located, and any Taxes

 
71 related to a municipal permit shall be apportioned on the basis of the period for which such permit is effective, in each case such that Seller shall be responsible for the portion thereof which is allocable to the period prior to 12:01 a.m. on the Closing Date with respect to the Acquired Property conveyed on the Closing Date and Purchaser shall be responsible for the balance thereof with respect to such Acquired Property conveyed on the Closing Date (with appropriate credits to be given at the Closing to reflect any payments of Taxes theretofore made, or required to be made after the Closing, by one party to the extent the amount of such payments are the responsibility of the other party pursuant to this sentence). Seller agrees to indemnify Purchaser for any and all Taxes payable by Seller pursuant to this Section 8.5(a)(iii), and Purchaser agrees to indemnify Seller for any and all Taxes payable by Purchaser pursuant to this Section 8.5(a)(iii). (iv) To the extent the amounts payable under this Section 8.5 are with respect to amounts paid prior to the Closing then such amounts shall be settled in accordance with Section 1.4 and Section 1.5. (v) To the extent the amounts of any proratable items are not finally known as of the Closing, such prorations, as included in the Proration Amount pursuant to Section 1.3 or this Section 8.5, shall be estimated on the basis of the most recent available information and appropriate settlement will be settled as set forth in Section 1.5. (vi) For the avoidance of doubt, Purchaser shall have no obligations, by proration or otherwise, for Excluded Liabilities. (b) Seller shall have the right, for a period of six (6) months after the Closing, to bill Tenants for rents due and owing to Seller by Tenants for periods prior to the Closing relating to Acquired Property conveyed at the Closing in accordance with the proration procedures set forth in Section 8.5(c) and to seek to collect such rents, provided, that Seller shall not be entitled to pursue any lease termination, dispossession, eviction or other collection, legal or similar proceedings against any such Tenant, and provided, further, that Seller shall cease its efforts to collect such rents from such Tenant if Company or Purchaser pays such rents to Seller. During such six (6) month period, Purchaser agrees (i) not to waive or settle (or permit the waiver or settlement of) any applicable delinquency owed in whole or in part to Seller without the prior written consent of Seller unless Company or Purchaser has paid such rents to Seller, and (ii) to cooperate with Seller, at Seller’s cost and expense, in Seller’s efforts to collect such rents. (c) Seller shall deliver a good faith estimate showing apportionments for the items set forth above and calculated as set forth above as part of the Estimated Closing Statement in accordance with Section 1.4 and Purchaser shall deliver a good faith estimate showing its apportionments for the items set forth above and calculated as set forth above as part of the Final Closing Statement in accordance with Section 1.5, in each case, to the extent relating to amounts paid prior to Closing. The parties acknowledge and agree that except as otherwise set forth in this Section 8.5, all prorations and adjustments will be settled and resolved pursuant to Section 1.4 and Section 1.5. The parties acknowledge and agree that the settlement of Proration Amounts in accordance with Section 1.5 shall not limit the principles or obligations under this Section 8.5 relating to amounts paid following Closing. (d) Notwithstanding anything to the contrary herein, Seller hereby covenants and agrees that, in connection with the Closing of a Territory and for any applicable period thereafter, if Seller or its Affiliates has any arrangement whereby any receivables of the Business included in the Acquired Property is subject to an offset arrangement, Seller will promptly pay to

 
72 Purchaser in immediately available funds the aggregate amount of all such applicable receivables for the Territory. ARTICLE IX SURVIVAL; INDEMNIFICATION 9.1 Survival. The representations and warranties in this Agreement and in any other certif icate or document delivered pursuant to this Agreement with respect to any Acquired Property shall survive until the date that is eighteen (18) months from the applicable Closing at which such Acquired Property is transferred or purportedly transferred (other than the representations and warranties in Section 3.13(b), which will not survive the applicable Closing with respect to the Territory subject to such Closing); provided, that the Fundamental Representations shall survive until f ive years after the Final Closing and the representations warranties in Section 3.21 shall survive until sixty (60) days following the expiration of the applicable statute of limitations in the applicable Territory and nothing herein shall limit any claims in respect of Fraud. The covenants and agreements in this Agreement and in any other certificate or document delivered pursuant to this Agreement to be performed prior to the Closing shall terminate on the eighteen (18) month anniversary of the applicable Closing, except in that claims in respect of Fraud, in which case, may be brought at any time, but no later than one year after the party bringing such claim has actual knowledge of such Fraud. The covenants and agreements in this Agreement which by their terms contemplate performance after the Closing terminate when performed in accordance with their terms; provided, that Seller’s indemnification obligation pursuant to Section 9.5(c) shall survive until sixty (60) days following the expiration of the statute of limitations of the underlying indemnifiable Claim pursuant to Section 9.5(c), and nothing herein shall limit any claims in respect of fraud. The last day on which a representation and warranty or covenant or agreement survives pursuant to this Section 9.1 is referred to herein as the “End Date” with respect to such representation and warranty or covenant or agreement. Except as expressly set forth above in this Section 9.1, no new claim for indemnification pursuant to this ARTICLE IX may be brought following the applicable End Date. Notwithstanding the foregoing, if on or prior to the applicable End Date, an Indemnifying Party has been properly notif ied of a claim pursuant to Section 9.5, and such claim has not been finally resolved or disposed of at such date, the applicable claim will survive until such claim is finally resolved or disposed of in accordance with the terms of this Agreement. 9.2 Limitations on Amount of Losses; Sole Recourse. (a) Notwithstanding anything in this Agreement to the contrary, Seller , on the one hand, and Purchaser, on the other hand, shall not be required to indemnify, defend or hold harmless any Company Indemnified Person or Seller Indemnified Person, as applicable, against, or reimburse any Company Indemnified Person or Seller Indemnified Person for, any claim of indemnification under Section 9.3(a), unless and until the Basket Amount has been reduced to zero, in which case Company Indemnified Persons or Seller Indemnified Persons, as the case may be, shall be entitled to only such amounts in excess of the Basket Amount; provided, that (i) the aggregate liability of Seller pursuant to Section 9.3(a) and Section 9.3(c) (solely with respect to a breach of Section 5.21 hereunder and for the avoidance of doubt, excluding any liability in respect of Section 8.2(a)), on the one hand, and Purchaser pursuant to Section 9.4(a) (other than in the case of Fundamental Representations), on the other hand, shall in no event exceed the General Indemnity Cap, and (ii) except as otherwise expressly set forth in clause (i) above, the aggregate liability of Seller pursuant to Sections 9.3, on the one hand, and Purchaser pursuant to Section 9.4, on the other hand, shall in no event exceed the aggregate of the Aggregate Cap. The parties agree that, for purposes of this Section 9.2, a determination of whether a breach of any

 
73 representation or warranty has occurred and the calculation of Losses upon the determination that a breach has occurred, shall be determined without regard to any limitation or qualif ication as to materiality or Material Adverse Effect in such representation or warranty (but not for purposes of Section 3.5(b) and the definition of and references to “Material Contract”). Notwithstanding anything in this Agreement to the contrary, the Company Indemnified Persons shall be entitled to recover the full amount of all Losses incurred by the Company Indemnified Persons in connection with, relating to, or arising from Fraud, Indemnified Taxes, or a breach of any of the representations and warranties set forth in Seller ’s Fundamental Representations or Section 3.21. (b) Notwithstanding anything to the contrary herein, the provisions of this ARTICLE IX and EXHIBIT H shall be the sole and exclusive monetary remedy of the parties and their respective Affiliates following the Closings (except with respect to any equitable remedy to which such party may be entitled to with respect to any claims or causes of action arising from the breach of any covenants or agreement of a party hereto that is to be performed subsequent to the Closing Date) for any and all breaches or alleged breaches of any representations, warranties, covenants or agreements of the parties under this Agreement, in each case other than (x) Fraud, and (y) specific performance of a parties obligations under this Agreement. For the avoidance of doubt, the limitations set forth in this Agreement do not govern the liability of the parties under any Master Lease Agreement or the Transition Services Agreement. (c) Notwithstanding the foregoing, if applicable Losses with respect to an individual Tower and Tower Site would reasonably be expected to exceed US$30,000 then Seller may irrevocably elect (which election may only be made in writing to Purchaser no more than twenty (20) Business Days following the date upon which Purchaser duly and timely notifies Seller in writing of such Losses) to purchase such Tower and Tower Site back from Purchaser for an amount equal to the Specified Price (as defined in EXHIBIT H) for each such applicable Tower in the applicable Territory, in which case (i) such Tower will be automatically excluded from the applicable Master Lease Agreement and will be treated thereafter as an Excluded Asset and (ii) the Company Indemnified Persons shall have no further obligations with respect to such Tower. Seller shall pay all reasonable third party fees, costs and expenses, including Transfer Taxes, if any, relating to the purchase of the Tower and Tower Site. 9.3 Indemnification by Seller. Subject to the limitations set forth in Sections 9.1 and Section 9.2, from and after each Closing Date, Seller shall, in addition to its indemnification obligations under the Master Lease Agreement, indemnify, defend and hold harmless Company, Purchaser, their Affiliates and their respective directors, officers, employees, members, managers and agents (collectively, the “Company Indemnified Persons”) from and against any and all Losses incurred by the Company Indemnified Persons that result from (a) the failure of any representation or warranty made by Seller (other than a Fundamental Representation) in this Agreement or contained in any certif icate delivered by Seller pursuant to ARTICLE VI to be true and correct on the date of this Agreement and on such Closing Date (or, where the representation and warranty is given as of any other applicable date, on such other applicable date), (b) any failure of the Fundamental Representations to be true and correct on the date of this Agreement and on the Closing Date (or, where the representation or warranty is given as of any other applicable date, on such other applicable date), (c) any breach by Seller of any covenant or agreement required to be performed by Seller under this Agreement, (d) any Excluded Liability or Excluded Asset, (e) establishment of a Synthetic Contract and/or failure to obtain the approval of corresponding Ground Lessor in respect of such Synthetic Contract, (f) any failure of a Tenant to pay Purchaser amounts owed under an Existing Tenant Lease where the Tenant’s consent, if required for purposes of transferring such Existing Tenant Lease, was not been obtained prior to the applicable Closing, (g) any failure to effectuate and the liabilities arising in connection with the

 
74 Pre-Closing Restructuring as set forth in Section 3.25, Section 5.15 and in the steps as described in EXHIBIT G, (h) any Indemnified Taxes, (i) any liabilities and obligations owing to the Honduras Joint Venture Partner in connection with Lati Honduras (including the transfer agreement described in Section 6.9 or the Honduras Distribution, if applicable), (j) any liabilities of Company Indemnified Persons as a result of Seller’s legal action against GIT as set forth in the proviso in Section 1.8(a), and not as a result of a breach by Purchaser or its Affiliates under the applicable Tenant Lease after Closing or Section 1.8(a); provided, that such liabilities of Company Indemnified Persons shall be limited to reasonable and documented out-of-pocket fees, expenses and such other amounts actually incurred in connection therewith, and (k) without duplication of Section 9.3(c) above, the failure of Seller or its Affiliates to pay all applicable Municipal Fees in accordance with Section 5.23 for the Towers and Tower Sites to be directly or indirectly transferred to Purchaser or its Affiliates at an applicable Closing. Notwithstanding the forgoing, the parties agree that none of Seller or its Affiliates shall be required to pay any Municipal Fees in respect of Towers and Towers Sites that have already been validly transferred under applicable Law to the applicable Designated Target Company or its Subsidiary; provided, however, that if a Governmental Authority issues a final, non-appealable judgment in any such Proceeding that Seller or its Affiliates are obligated to pay any unpaid Municipal Fees that solely accrued during the pre-Closing period, then Seller shall be obligated to pay for such amounts. For the avoidance of doubt, Seller will not have any obligation to defend, indemnify or hold harmless Company Indemnified Persons under this Section 9.3 for any claims arising out of or related to actions or omissions of Seller under the Master Lease Agreement or the Transition Services Agreement, such indemnities being only as and to the extent set forth in the Master Lease Agreement and Transition Services Agreement, as applicable. 9.4 Indemnification by the Company and Purchaser. Subject to the limitations set forth in Sections 9.1 and 9.2, from and after each Closing Date, Company and Purchaser shall, jointly and severally, indemnify, defend and hold harmless Seller and its Affiliates and their respective directors, officers, employees, members, managers and agents (collectively, the “Seller Indemnified Persons”) from and against any and all Losses incurred by the Seller Indemnified Persons that result from (a) the failure of any representation or warranty made by Company or Purchaser in this Agreement or contained in any certif icate delivered by Company or Purchaser pursuant to Section 7.4 to be true and correct in a material respect on the date of this Agreement and such Closing Date (or, where the representation and warranty is given as of any other applicable date, such other applicable date), (b) any breach by Company or Purchaser of any covenant or agreement required to be performed by Company or Purchaser under this Agreement and (c) any Assumed Liability (except to the extent that such Loss arises in whole or in part from any action or inaction by Seller or its Affiliates). Company and Purchaser will not have any obligation to defend, indemnify or hold harmless the Seller Indemnified Persons under this Section 9.4 for any claims arising out of or related to actions or omissions of Company and Purchaser under the Master Lease Agreement or the Transition Services Agreement, such indemnities being only as and to the extent set forth in the Master Lease Agreement and the Transition Services Agreement. 9.5 Indemnification Procedures and Other Limitations and Acknowledgements . (a) All claims for indemnification by any Indemnified Party under this ARTICLE IX shall be asserted and resolved as follows: (i) If an Indemnified Party intends to seek indemnification under this ARTICLE IX, it shall promptly notify the Indemnifying Party in writing of such claim specifying the facts constituting the basis for such claim and the amount, to the extent

 
75 known, of the claim asserted. The failure to provide such notice will not affect any rights hereunder except to the extent the Indemnifying Party is materially prejudiced thereby. (ii) With the exception of Tax Claims, which shall be governed by Section 8.4, if such indemnification claim involves a claim by a third party against the Indemnified Party, the Indemnifying Party may, subject to the other provisions of this Section 9.5(a)(ii), within thirty (30) days after receipt of such notice and upon notice to the Indemnified Party, assume, at the sole cost and expense of the Indemnifying Party, the settlement or defense thereof; provided, that, subject to clause (f) below if the Indemnified Party does not assume control, the Indemnified Party may participate in such settlement or defense, at its own expense, through legal advisors and/or counsel chosen by it. If in the reasonable opinion of the Indemnified Party ’s legal advisors and/or counsel, it is determined that representation by the Indemnifying Party ’s legal advisors and/or counsel of both the Indemnifying Party and the Indemnified Party is likely to present such legal advisors and/or counsel with a conflict of interest, then the Indemnifying Party shall pay the reasonable fees and expenses of the Indemnified Party ’s legal advisors and/or counsel; provided, however, that the Indemnifying Party shall not be required to pay for more than one such legal advisor and one such counsel in each relevant jurisdiction for all Indemnified Parties. Notwithstanding the foregoing, (i) the Indemnified Party may take over the control of the defense or settlement of a third party claim at any time if it irrevocably waives its right to indemnity under this ARTICLE IX with respect to such claim and (ii) the Indemnifying Party may not, without the consent of the Indemnified Party, settle or compromise any action or consent to the entry of any judgment, such consent not to be unreasonably withheld, unless the settlement or compromise involves only the payment of money damages by the Indemnifying Party and does not impose an injunction or other equitable relief upon the Indemnified Party. So long as the Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim without the Indemnifying Party’s consent. Notwithstanding the foregoing or anything to the contrary herein, the Indemnifying Party shall not conduct, control, or lead any communications, proceedings or strategy of the settlement or defense of a third party claim, and the Indemnified Party shall, through legal advisors and counsel of its own choosing, conduct, control and lead all communications, proceedings and strategy of the settlement or defense of a third party claim at the expense of the Indemnifying Party if, (a) the Indemnifying Party does not assume the defense of the claim pursuant to the foregoing provisions, (b) in the case of a Company Indemnified Person, the applicable third party claim involves a Ground Lessor or Governmental Authority, or would reasonably be expected to have a material and adverse effect on the operations or conduct of the Business of the Company Indemnified Person, (c) the third party claim involves non- monetary, injunctive or equitable relief, (d) the third party claim alleges any criminal wrongdoing or otherwise relates to or arises in connection with any criminal conduct, (e) the third party claim makes any claims greater than the amount for which the Indemnifying Party has an indemnifiable obligation hereunder, or (f) counsel to the Indemnifying Party has determined that there is an actual or potential conflict of interest between the parties that prevents or restrains the Indemnifying Party from conducting or controlling the defense of such third party claim. The failure of the Indemnified Party to conduct or control such defense shall not relieve the Indemnifying Party of any obligation it may have hereunder. Any reasonable defense costs required to be paid by the Indemnifying Party shall be paid as incurred, promptly against delivery of invoices therefor. In the event the Indemnifying Party makes any payment on any indemnification claim, the Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with

 
76 respect to such indemnification claim (not including any amounts that are self -insured by the Indemnified Party or one of its Affiliates). (iii) In the event such indemnification claim does not involve a claim by a third party, the Indemnified Party will deliver a claims notice to the Indemnifying Party promptly upon its discovery of any matter for which the Indemnifying Party may be liable to the Indemnified Party hereunder, which claims notice shall also ( i) state that the Indemnified Party has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnified Party is entitled to indemnification pursuant to this Agreement, and (ii) the date such item was paid or accrued. Within 30 days following receipt of this notice, the Indemnifying Party shall respond, stating whether it disputes the existence or scope of an obligation to indemnify the Indemnified Party under this ARTICLE IX. If the Indemnifying Party disputes the existence or scope of an obligation to indemnify for the Claim, it shall explain in reasonable detail the basis for the dispute. If the parties are unable to resolve the dispute, either party may act to resolve the dispute in accordance with Section 11.6. (iv) The Indemnified Party shall reasonably cooperate and assist the Indemnifying Party (whether a direct claim or third-party claim) in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Such assistance and cooperation shall include providing reasonable access to and copies of information, records and documents relating to such matters, furnishing employees to assist in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters. (b) The parties agree that any indemnification payments made with respect to this Agreement shall be treated for all tax purposes as an adjustment to the Applicable Base Amount, unless otherwise required by law (including by a determination of a Tax Authority that, under applicable law, is not subject to further review or appeal). The amount of any indemnified Claim under this ARTICLE IX shall be determined net of (i) any amounts actually recovered by the Indemnified Party pursuant to any indemnification by, or indemnification agreement with, any third - party, (ii) any amounts actually recovered by the Indemnified Party or any Affiliate under or pursuant to any insurance policy or title insurance policy pursuant to which or under which such party or such party’s Affiliates is a party or has rights (in each case net of any reasonable costs of enforcement, deductibles, premium adjustments, costs of collection and other out of pocket costs or expenses incurred in connection therewith), and (iii) any net Tax benefits actually realized or realizable in the year of the loss or the following taxable year by the Indemnified Party in connection with such Claims and the recovery thereof. Any amount paid by the Indemnifying Party for an indemnified Claim that is in excess of the amount owed after applying the netting amounts described above shall be reimbursed promptly by the Indemnified Party. (c) No party hereto shall be obligated to indemnify any other Person with respect to any representation, warranty, covenant, agreement or condition specifically waived in writing by the other party on or prior to a Closing, for any Losses for which a claims no tice was not duly delivered prior to the applicable survival date. (d) In no event shall any Indemnified Party be entitled to double recovery hereunder or under the Master Lease Agreement. If any circumstance constitutes a breach of more than one representation, warranty or covenant of an Indemnifying Party, the Indemnified Party(ies) shall only be entitled to recover once in respect of any element of Loss (provided, that, for the avoidance, the foregoing and anything to the contrary in Section 5.21 shall not limit an Indemnified

 
77 Parties ability to make claims under more than one representation, warranty or covenant of an Indemnifying Party). (e) Schedule 9.5(e) is hereby incorporated by reference in this Section 9.5(e). ARTICLE X TERMINATION 10.1 Termination Prior to First Closing. This Agreement may be terminated on or prior to the First Closing Date, as follows: (a) by the mutual written consent of Seller and Company; (b) at the election of Seller or Company, if the First Closing shall not have occurred on or before December 31, 2025 (the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 10.1(b) shall not be available to any party whose failure to fulfill any covenant or agreement under this Agreement has been a principal cause of, or resulted in, the failure to consummate the Contemplated Transactions by such date; (c) at the election of Company, if there shall have been an inaccuracy in or breach by Seller of any representation or warranty, or a breach by Seller of any of its covenants or agreements contained in this Agreement or any other agreement, document or certif icate delivered by it pursuant hereto such that the conditions set forth in Section 6.1 or Section 6.3 would not be capable of being satisfied by the Outside Date; provided, that such breach shall not be curable or, if curable, such breach shall not have been cured by the earlier of (i) the Outside Date and (ii) the date that is thirty (30) calendar days after written notice thereof is provided to Seller; provided, further, that Company shall not have the right to terminate this Agreement pursuant to this Section 10.1(c) if the Company or Purchaser is then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement in a manner which would cause the failure of a closing condition; (d) at the election of Seller, if there shall have been an inaccuracy in or breach by the Company or Purchaser of any representation or warranty, or a breach by the Company or Purchaser of any of their covenants or agreements contained in this Agreement or any other agreement, document or certificate delivered by them pursuant hereto such that the conditions set forth in Section 7.1 or Section 7.3 would not be capable of being satisfied by the Outside Date and such inaccuracy or breach results in the failure of the first Closing to occur; provided, that such breach shall not be curable or, if curable, such breach shall not have been cured by the earlier of (i) the Outside Date and (ii) the date that is thirty (30) calendar days after written notice thereof is provided to the Company; provided, further, that Seller shall not have the right to terminate this Agreement pursuant to this Section 10.1(d) if Seller is then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement in a manner which would cause the failure of a closing condition; (e) at the election of Seller or the Company, if a court of competent jurisdiction or other Governmental Authority, despite the parties’ compliance with Section 5.12 (subject to the terms and conditions set forth therein), shall have issued an Order or taken any other action that would have the effect of permanently restraining, enjoining, or otherwise prohibiting the Contemplated Transactions, and such Order or action shall have become final and non- appealable; provided, however, that the right to terminate this Agreement under this Section

 
78 10.1(e) shall not be available to a party if such permanent injunction, decree or judgment was primarily due to the failure of such party to perform any of its obligations under this Agreement; (f) at the election of Company, Purchaser, or Seller (in each case, with no liability of such party except as set forth in Section 10.2 below), if an Antitrust Authority affirmatively refuses to approve the Contemplated Transactions under the Antitrust Laws on the terms contemplated by this Agreement; provided, however, that the right to terminate this Agreement under this Section 10.1(f) shall not be available to a party if such affirmative refusal to approve the Contemplated Transactions by an Antitrust Authority was primarily due to the failure of such party to perform any of its obligations under this Agreement; (g) at the election of Seller, if all of the conditions set forth in ARTICLE VI have been satisfied (other than conditions that by their nature are to be satisfied at the First Closing, but provided that such conditions shall then be capable of being satisfied if the First Closing were to take place on such date) or waived, (i) Seller has delivered written notice to Purchaser that it is ready, willing and able to complete the First Closing on such date and throughout the four (4) Business Day period following delivery of such notice and (ii) Purchaser fails to complete the First Closing at the time required by Section 2.1; (h) at the election of the Company, if (i) all of the conditions set forth in ARTICLE VII have been satisfied (other than conditions that by their nature are to be satisfied at the First Closing, but provided that such conditions shall then be capable of being satisfied if the First Closing were to take place on such date) or waived, (ii) the Company has delivered written notice to Seller that it is ready, willing and able to complete the First Closing on such date and throughout the four (4) Business Day period following delivery of such notice and (iii) Seller fails to complete the First Closing at the time required by Section 2.1; or (i) at the election of Seller, if a Prohibited Person (as defined in the Master Lease Agreement) becomes a direct shareholder of the Company. 10.2 Survival After Termination Prior to First Closing. Subject to this Section 10.2, any termination of this Agreement under Section 10.1 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other party hereto. In the event of the termination of this Agreement under Section 10.1, this Agreement shall be void and of no further force or effect, with no liability on the part of any party hereto, except that the third sentence of Section 5.1(b), the second sentence of Section 5.7(a), Section 5.7(b), ARTICLE VIII, this Section 10.2, and ARTICLE XI shall survive the termination of this Agreement and nothing in this Agreement shall relieve any party from liability for any Fraud or willful breach of this Agreement, and each party will be entitled to pursue any and all rights and remedies therefor to which such party may be entitled in equity, including, without limitation, specific performance of the agreements and covenants of the other parties contained in this Agreement as provided in Section 11.15. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms. 10.3 Termination Following First Closing and Prior to Last Subsequent Closing . If the Company and Seller consummate the First Closing (and, if applicable, one or more Subsequent Closings), this Agreement may be terminated on or prior to the Final Closing with regard to the Territories for which a Closing has not occurred at such time, as follows: (a) by the mutual consent of the Company and Seller;

 
79 (b) at the election of the Company or Seller, if the Final Closing shall not have occurred on or before the Expiration Date; provided, however, that the right to terminate this Agreement under this Section 10.3(b) shall not be available to any party whose failure to fulfill any covenant or agreement under this Agreement has been a principal cause of, or resulted in, the failure to consummate the Final Closing by the Expiration Date; (c) at the election of the Company, if there shall have been an inaccuracy in or breach by Seller of any representation or warranty, or a breach by Seller of any of its covenants or agreements contained in this Agreement or any other agreement, document or cer tif icate delivered by it pursuant hereto such that the conditions set forth in Section 6.1 or Section 6.3 would be incapable of being satisfied by the Expiration Date; provided, that such breach shall not be curable or, if curable, such breach shall not have been cured by the earlier of (i) the Expiration Date and (ii) the date that is thirty (30) calendar days after notice thereof; provided, further, that the Company shall not have the right to terminate this Agreement pursuant to this Section 10.3(c) if the Company or Purchaser is then in material breach of any of its respective representations, warranties, covenants or agreements contained in this Agreement in a manner which would cause the failure of a closing condition; (d) at the election of Seller, if there shall have been an inaccuracy in or breach by the Company or Purchaser of any representation or warranty, or a breach by the Company or Purchaser of any of their covenants or agreements contained in this Agreement or any other agreement, document or certificate delivered by them pursuant hereto such that the conditions set forth in Section 7.1 or Section 7.3 would be incapable of being satisfied by the Expiration Date; provided, that such breach shall not be curable or, if curable, such breach shall not have been cured by the earlier of (i) the Expiration Date and (ii) the date that is thirty (30) calendar days after notice thereof; provided, further, that Seller shall not have the right to terminate this Agreement pursuant to this Section 10.3(d) if Seller is then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement which breach would have or would reasonably be expected to have a Material Adverse Effect; (e) at the election of Seller or the Company, if a court of competent jurisdiction or other Governmental Authority, despite the parties’ compliance with Section 5.12 (subject to the terms and conditions set forth therein), shall have issued an Order or taken any other action that would have the effect of permanently restraining, enjoining, or otherwise prohibiting the Contemplated Transactions, and such Order or action shall have become final and non - appealable; provided, however, that the right to terminate this Agreement under this Section 10.3(e) shall not be available to a party if such permanent injunction, decree or judgment was primarily due to the failure of such party to perform any of its obligations under this Agreement; or (f) with respect to a Territory, at the election of Company, Purchaser, or Seller with no liability, if an Antitrust Authority affirmatively refuses to approve the Contemplated Transactions in the applicable Territory under the Antitrust Laws on the terms contemplated by this Agreement; provided, however, that the right to terminate this Agreement under this Section 10.3(f) shall not be available to a party if such affirmative refusal to approve the Contemplated Transactions in the applicable Territory by an Antitrust Authority was primarily due to the failure of such party to perform any of its obligations under this Agreement. 10.4 Survival After Termination Following First Closing and Prior to the Expiration Date. Subject to this Section 10.4, any termination of this Agreement under Section 10.3 will be effective immediately upon the delivery of a valid written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement under Section 10.3, this Agreement shall

 
80 be void and of no further force or effect, with no liability on the part of any party hereto, except that (a) such termination shall in no event affect the conveyances and transactions theretofore effected hereunder and the rights and obligations of the parties hereunder with respect thereto (including post-Closing obligations, including indemnification and the restrictive covenants in Section 5.17), (b) Section 1.8, Section 1.9, the third sentence of Section 5.1(b), Section 5.5, Section 5.6, the second sentence of Section 5.7, Section 5.11, Section 5.15 through Section 5.21, ARTICLE VIII, ARTICLE IX, this Section 10.4 and ARTICLE XI survive the termination of this Agreement and (c) nothing in this Agreement shall relieve any party from liability for any fraud or willful breach of this Agreement, and each party will be entitled to pursue any and all rights and remedies therefor to which such party may be entitled in equity, including, without limitation, specific performance of the agreements and covenants of the other parties contained in this Agreement as provided in Section 11.15. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreement, the Transition Services Agreement or the Master Lease Agreement, all of which obligations shall survive termination of this Agreement in accordance with their terms. If (i) Purchaser does not directly or indirectly acquire the Lati Honduras Equity Interests prior to the termination of this Agreement with respect to Honduras and (ii) Purchaser incurred any reasonable and out-of-pocket third party fees, costs or expenses relating to filings required under applicable Laws in Honduras with respect to the Contemplated Transactions (including filing fees) (collectively, “Honduras Fees”) then promptly following termination Seller shall reimburse the Honduras Fees to Purchaser. ARTICLE XI MISCELLANEOUS 11.1 Interpretation. All words used in this Agreement should be construed to be of such gender or number as the circumstances require. The word “or” is not exclusive and the word “including” or any variation thereof means “including, without limitation” and will not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. References to a law or statute include any rule or regulation promulgated under the law or statute and any amendment to the law, statute, rule or regulation, as in effect at the relevant time. Unless otherwise indicated, references to an “Article,” “Section,” “Schedule” or “Exhibit” mean an Article, Section, Schedule or Exhibit contained in or attached to this Agreement, unless the context indicates otherwise. Any reference to a contract or other document as of a given date means the contract or other document as amended, supplemented and modified from time to time through such date; provided, however, that notwithstanding the foregoing, the Schedules to this Agreement shall separately list all amendments to each contract or other document, as the case may be. The caption headings in this Agreement are for convenience and reference only and do not define, modify or describe the scope or intent of any of the terms of this Agreement. This Agreement will be interpreted and enforced in accordance with its provisions and without the aid of any custom or rule of law requiring or suggesting construction against the party drafting or causing the drafting of the provisions in question. The terms “hereof,” “herein,” and “hereunder” and terms of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Any reference herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity. With respect to the determination of any period of time, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”. References to a Person also refer to its predecessors and permitted successors and assigns. Any U.S. legal terms used herein or in the Transaction Documents for any action, remedy, legal document, legal status, court, authority, statute or any other legal concept or thing shall, in respect of any jurisdiction other than the U.S., be deemed to include that which most nearly approximates in that jurisdiction to the applicable U.S. legal term.

 
81 11.2 Notices. All notices, requests, demands, waivers and other communications required or permitted under this Agreement (collectively, “notices”) shall be in writing and shall be deemed to have been given when (i) delivered to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid), (ii) upon receipt, when sent by email (provided the recipient has conf irmed receipt or the delivery party has sent a copy by another method described in this Section 11.2), (iii) upon delivery when personally delivered to the receiving party, or (iv) received or rejected by the addressee, if sent by certified mail, return receipt requested, in each case to the following addresses or e-mail addresses and marked to the attention of the Person (by name or title) designated below (or to such other address, e -mail address or Person as a party may designate by notice to the other parties); provided, that, any notice received at the addressee’s location on a non-Business day or on any Business Day after 5:00 p.m. (addressee’s local time) shall be deemed to have been received by 9:00 a.m. (addressee’s local time) on the next Business Day: If to Seller (or a Designated Target Company): c/o Millicom International Cellular S.A. 148-150, boulevard de la Pétrusse L-2330, Luxembourg Attention: Salvador Escalon, EVP & Chief Legal and Compliance Officer E-mail: Salvador.Escalon@millicom.com and Millicom International Services LLC 8400 NW 36th St., Suite 530 Doral, FL 33166 Attention: Michel Morin, VP Strategy, M&A & Investor Relations Email: Michel.Morin@Millicom.com With a copy to (which shall not constitute notice): Winston & Strawn LLP 200 S. Biscayne Boulevard, Suite 2400 Miami, FL 33131 United States Attention: Nicholas E. Rodriguez, Esq. Email: nerodriguez@winston.com

 
82 If to the Company or Purchaser: SBA Telecommunications, LLC 8051 Congress Avenue Boca Raton, Florida, 33487-1307 United States Attention: Neil Seidman Email: nseidman@sbasite.com With a copy to (which shall not constitute notice): Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY, 10019 Attention: Michael Vogel, Maria-Leticia Ossa Daza, Salvatore Gogliormella Email: mvogel@paulweiss.com, mossadaza@paulweiss.com, sgogliormella@paulweiss.com Such addresses or contact information may be changed, from time to time, by means of a notice given in the manner provided in this Section 11.2, provided any such change shall be effective only upon actual receipt. 11.3 Binding Effect; Assignment. (a) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their permitted successors and assigns. (b) No party to this Agreement may assign or delegate, by operation of law or otherwise, all or any portion of its rights, obligations or liabilities under this Agreement without the prior written consent of the other parties, and any attempt to do so will be void, except that the Company or Purchaser may assign any or all of its rights, interests and obligations under this Agreement before or after any First Closing, to any (i) wholly owned subsidiary of the Company or Purchaser, provided that any such Affiliate agrees in writing to be bound by all of the terms, conditions and provisions contained in this Agreement, or (ii) to any lender or creditor as security in connection with a bona fide lending transaction, but no such assignment referred to in either the preceding clause shall relieve the Company or Purchaser of its obligations under this Agreement if such assignee does not perform such obligations and no such assignment shall relieve the Company or Purchaser of its obligations hereunder. Without limiting the generality of the foregoing, if requested by the Company, Seller agrees to cause the Towers, Tower Sites and related Acquired Property at the Closing to be transferred to any permitted assignee as the Company may direct. Subject to the foregoing, this Agreement is binding upon, inures to the benefit of and is enforceable by the parties and their respective successors and permitted assigns. Any purported assignment without such prior written consents shall be void. 11.4 Currency. All references in this Agreement to “Dollars,” “dollars” or “$” or “US$” shall refer to United States currency. For all purposes of this Agreement and any ancillary agreement hereto (including all schedules and exhibits thereto), unless expressly stated to the contrary herein or therein, any amounts to be paid hereunder shall be payable in Dollars (US$).

 
83 All amounts incurred in local currency that are required to be expressed in Dollars hereunder shall be, (i) in the case of a conversion required to take place prior to the twelve (12) month anniversary of the date hereof, converted from the local currency to Dollars using the Currency Rate, and (ii) in the case of a conversion required to take place after the twelve (12) month anniversary of the date hereof, converted from the local currency to Dollars using the Five Day Average Rate, in each case except as otherwise required by applicable law (in which case, the exchange rate shall be determined in accordance with such law). 11.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States of America (regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof) as to all matters, including matters of validity, construction, effect, performance and remedies; provided, however, that the parties’ remedies with respect to matters relating to title, real property, assignments and other matters if mandatorily governed by local law, shall be governed by the Laws of the applicable Territory. 11.6 Arbitration; Jurisdiction and Venue; Consent to Service . (a) If a dispute arises out of or in connection with this Agreement, including disputes related to the performance, validity or enforceability of this Agreement, any questions regarding its existence or termination, or non-contractual claims related to this Agreement (any such dispute, a “Dispute”), such Dispute shall be resolved in accordance with this Section 11.6. (b) In the event of a Dispute, a party shall promptly give written notice (which written notice shall provide a reasonably detailed explanation of the basis for the Dispute) to the other party. The Senior Management of each of the parties shall meet (which may be telephonically or by other audiovisual means) to attempt to resolve such Dispute within twenty (20) days following the date on which a party provides written notice to the other party. For the avoidance of doubt, all such discussions pursuant to this Section 11.6(b) shall be subject to Section 408 of the Federal Rules of Evidence. (c) In the event a Dispute cannot be resolved by Senior Management of the parties within such twenty (20) day period, or if relief is required on a more expedited basis, then the parties hereby agree that such Dispute shall be finally resolved under the Rules of Arbitration of the International Chamber of Commerce that are in force at the time (the “Rules”), which Rules are incorporated by reference herein except to the extent those Rules are modified by this Section 11.6. (i) The seat of the arbitration shall be New York, New York, United States of America. For the avoidance of doubt, this Section 11.6 shall be governed by the laws of New York, United States of America. (ii) All issues of arbitrability, including the existence, scope or applicability of the agreement to arbitrate this Section 11.6, are delegated to the arbitral tribunal constituted under the Rules. (iii) The language of the arbitration shall be English, and all documents submitted in connection with the proceedings shall be in the English language or, if in another language, accompanied by an English translation.

 
84 (iv) There shall be three (3) independent and impartial arbitrators to be nominated pursuant to the Rules. For the avoidance of doubt, if there are multiple claimants or multiple respondents, the multiple claimants, jointly, and the multiple respondents, jointly, shall nominate an arbitrator for confirmation pursuant to the Rules. The third arbitrator, who will act as president of the arbitral tribunal, shall be nominated by the two (2) party-nominated arbitrators within fifteen (15) Business Days following the confirmation of their appointment pursuant to the Rules, provided, that, if the two (2) arbitrators designated by the parties do not reach an agreement as to the appointment of the third arbitrator within twenty (20) Business Days following the confirmation of their appointment pursuant to the Rules, then such third arbitrator will be appointed in accordance with the Rules. Notwithstanding any provision to the contrary in the Rules, the parties agree that any arbitrator (including the presiding arbitrator) may have the same nationality as any party to the arbitration. Each arbitrator shall be impartial and independent of each party. The parties agree to comply with the IBA Guidelines on Conflicts of Interest in Arbitration in matters concerning prospective arbitrator appointments and disclosure of relationships between parties, party representatives, and arbitrators. Any award shall be final and binding on the parties and may be confirmed in, and judgment upon the award entered by, any court having jurisdiction. (v) By agreeing to arbitration, the parties do not intend to deprive a court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment, or other orders or relief of any kind in aid of arbitration proceedings in accordance with Section 11.6(d). Without prejudice to such provisional remedies as may be available in a court of competent jurisdiction, the tribunal shall have full authority to grant provisional remedies, to issue interim awards, and to direct the parties to request that any court modify or vacate any temporary or preliminary relief issued by such court, and to award damages for the failure of any party to respect the tribunal’s orders to that effect. (vi) The arbitral award may involve any form of any relief permitted by New York law and deemed appropriate by the tribunal, including specific performance of the parties’ obligations. (vii) Any award shall be final and binding on the parties and may be confirmed in, and judgment upon the award entered by, any court having jurisdiction. (viii) To the fullest extent permitted by any applicable Law, each party hereby waives any right to appeal, challenge, annul, set aside or vacate the award on any grounds (including on the grounds that the award is against public policy, invalid or unenforceable) in any national courts. Each party undertakes to make any payments required by, or otherwise comply with, the award within a period of thirty (30) days following the date of the award. (ix) Each party agrees that, for the purposes of the Rules, the arbitration agreement set out in this Section 11.6 and the arbitration agreement contained in each Transaction Document shall together be deemed to be an arbitration agreement that binds each party (including, for the avoidance of doubt, the Towerco Guarantor and the Millicom Guarantor) and each party to each Transaction Document. Any party to this Agreement or any party to a Transaction Document may, in accordance with the Rules, be joined to any arbitration commenced under this Agreement or any Transaction Document. In accordance with the Rules, Disputes may be resolved in a single arbitration together with disputes arising out of any such Transaction Document.

 
85 (x) Pursuant to Article 10(a) of the Rules, the parties agree to the consolidation of any two (2) or more arbitrations commenced pursuant to this Section 11.6 and/or the arbitration agreement contained in any Transaction Document into a single arbitration, as provided for in the Rules. (xi) Each party waives any objection, on the basis that a Dispute has been resolved in a manner contemplated at Section 11.6, to the validity and/or enforcement of any arbitral award made by an arbitral tribunal following the Dispute being resolved in that manner. (xii) The Emergency Arbitrator provisions of the Rules shall not apply. (xiii) The parties shall treat the existence of any Dispute and arbitration proceedings as confidential, and the tribunal shall have the power to enter appropriate orders of confidentiality enforcing the parties’ agreement that any Dispute and resulting arbitration shall be and remain confidential. No award or procedural order made in the arbitration shall be published. This agreement regarding confidentiality, however, shall not restrict in any way any party’s ability to pursue enforcement of any partial or final award in a court of competent jurisdiction in accordance with Section 11.6(d). (d) Each of the parties hereby agrees that any proceedings in aid of arbitration or arising out of or relating to this arbitration or pre-arbitration, including the enforcement of any arbitration award or injunctive relief in aid of arbitration may be brought in the courts of New York and can also be enforced in the applicable Territory, and, in connection therewith, each of the parties (i) consents to the jurisdiction of the courts of New York and the applicable Territory in any such proceeding, (ii) waives any objection which it may have to the laying of venue in any such proceeding in any such court, and (iii) agrees that service of any court paper may be made in such manner as may be provided under applicable laws or court rules governing service of process. (e) The costs and fees of the arbitration proceeding (including reasonable attorneys’ fees, arbitrators’ fees and expenses) shall be assessed by the tribunal consistent with the Rules and this Agreement; provided, that if there is no decision regarding costs and fees, the cost and fees of the tribunal shall be borne equally by the disputing parties and each respective disputing party shall otherwise bear its own costs and expenses. 11.7 Waiver of Jury Trial. WITHOUT IN ANYWAY LIMITING THE PARTIES OBLIGATIONS UNDER SECTION 11.6, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY CONTEMPLATED TRANSACTION IN ANY COURT OF COMPETENT JURISDICTION, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT EITHER OF THEM MAY FILE A COPY OF THIS SECTION 11.7 WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY ACTION OR PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY CONTEMPLATED TRANSACTION SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. 11.8 Integration. Except for the Confidentiality Agreement, all prior understandings and agreements among the parties with respect to the subject matter of this Agreement are merged

 
86 in this Agreement. This Agreement, including the Schedules and Exhibits attached hereto which are deemed for all purposes to be part of this Agreement, and the other documents entered into by the parties pursuant to this Agreement, including the Master Lease Agreement (together with the ancillary agreements thereto), contain all of the terms, conditions, promises, representations and warranties agreed upon or made by the parties relating to the subject matter of this Agreement and the Acquired Property and supersede all prior and contemporaneous agreements, negotiations, correspondence, undertakings and communications of the parties or their representatives, oral or written, respecting such subject matter. 11.9 Implementation Agreements. The parties agree that the documents listed in EXHIBIT 6.8(b) and EXHIBIT 7.7(b) and any other agreements, certif icates and documents entered into by, between or among the parties and/ or their respective Affiliates in connection with the transactions contemplated by this Agreement for purposes of implementing or recording the purchase and sale transactions contemplated hereby (collectively the “Implementation Agreements”) shall only contain those provisions required by applicable local Laws or as are otherwise reasonably appropriate to permit enforcement of the parties ’ respective rights and obligations hereunder. To the extent that the provisions of any Implementation Agreements are inconsistent with the provisions of this Agreement, (i) the provisions of this Agreement shall prevail and the inconsistent provisions of the Implementation Agreement shall be given effect only to the extent required to comply with applicable local Laws, and (ii) the parties shall nonetheless, to the maximum extent permitted by Law, comply with the applicable provisions of this Agreement as though they were bound by such provisions of this Agreement instead of the applicable provisions of the relevant Implementation Agreement, and if not permitted by applicable local Law to comply with this Agreement strictly in accordance with its terms, the parties shall implement such arrangements as may be necessary to afford to each party as nearly as practicable the benefits and burdens such party would have enjoyed and been subject to had the parties been permitted to comply with this Agreement strictly in accordance with its terms. 11.10 Amendments; Waiver. No purported amendment to or waiver of any term of this Agreement will be binding upon any party, or have any other force or effect in any respect, unless the same is in writing and signed by the party to be charged. Notwithstanding the foregoing, no failure or delay by any party hereto in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. 11.11 Wrong Pockets; Further Assurances. (a) Except for Excluded Assets, if at any time following an applicable Closing, Purchaser, Seller, or a Designated Target Company discovers that any Acquired Property that should have been transferred, assigned or novated to Purchaser pursuant to this Agreement has not been transferred, assigned or novated to Purchaser, Purchaser, Seller and such Designated Target Company (as applicable) shall give prompt notice in writing to the other party, and following receipt of such notice, each of Purchaser and Seller shall use (and shall cause its Affiliates to use) reasonable best efforts to effect the transfer, assignment or novation of such Acquired Property to Purchaser as soon as reasonably practical following receipt of such request consistent with the terms of this Agreement, and such Acquired Property shall be deemed to constitute Acquired Property for all purposes hereunder. Prior to any such transfer of assets pursuant to this Section 11.11(a), Seller and each Designated Target Company agree to hold such Acquired Property in trust for the benefit of Purchaser, insofar as reasonably practicable.

 
87 (b) If, following each Closing, Seller or one of its Affiliates, on the one hand, or Purchaser, the Company or one of their respective Affiliates, on the other hand, receives any funds properly belonging to the other party in accordance with the terms of this Agreement, the receiving party will promptly so advise such other party, will segregate and hold such funds in trust for the benefit of such other party and will promptly deliver such funds, together with any interest earned thereon, to an account or accounts designated in writing by such other party. (c) Following each Closing, each of the parties hereto shall from time to time, execute, acknowledge and deliver such further instruments, and perform such additional acts related to the Acquired Property transferred at such Closing, as the other parties may reasonably request in order to effectuate the intent of this Agreement and the Contemplated Transactions. The Company shall cause Purchaser and its Affiliates ( i) take all such actions as may be necessary, proper or advisable to carry out the purposes and intent of this Agreement and the Contemplated Transactions and (ii) cause the fulfillment at the earliest practicable date of all of their obligations contemplated by this Agreement. (d) Prior to the applicable Closing, Seller and its Affiliates shall use their reasonable best efforts to take all actions necessary to properly record with the applicable intellectual property office the assignment as part of the Pre-Closing Restructuring of any registered and applied for Seller Names from the Designated Target Companies to one of Seller or its Affiliates in order to perfect and formally identify Seller or such Affiliate’s record ownership thereof. Notwithstanding the foregoing, to the extent such recordation process has not been completed in any jurisdiction, following each Closing, the Company shall cause Purchaser and its Affiliates (including any applicable Designated Target Company) to provide all reasonable assistance, including executing such additional instruments and documents, as may be reasonably required to effect and record such assignment; provided, that Seller will be responsible for all costs and expenses of Purchaser and its Affiliates in connection with providing such assistance or otherwise relating to such recordation, and Seller or its applicable Affiliate shall be responsible for preparing and filing all such applicable instruments at its sole cost and expense. (e) Following each Closing, Seller or one of its Affiliates may receive mail, packages and other communications (including electronic communications) properly belonging to Purchaser or the Company, and vice versa. Accordingly, at all times following the Closing: (i) (1) Purchaser authorizes the Seller Party or its Affiliates to receive and open all mail, packages and other communications received by them and not clearly intended for Purchaser or its Affiliates, or any of Purchaser’s or its Affiliates’ officers or directors, and to retain the same to the extent that they are not related to Purchaser, the Company or one of their respective Affiliates, and (2) to the extent such mail, packages and other communications are related to Purchaser, the Company, a Designated Target or one of their respective Affiliates or the Business, the Seller Parties shall promptly after becoming aware thereof refer, forward or otherwise deliver such mail, packages or other communications to Purchaser (or, in case the same relate to Seller or its Affiliates, copies thereof). The provisions of this Section 11.11(e)(i) are not intended to, and shall not be deemed to, constitute an authorization by Purchaser to permit the Seller Parties to accept service of process on its behalf, and the Seller Parties or its Affiliates are not and shall not be deemed to be the agent of Purchaser for service of process purposes. (ii) (1) the Seller Parties authorizes Purchaser, the Company or their respective Affiliates to receive and open all mail, packages and other communications received by them and not clearly intended for the Seller Parties or any of the Seller Parties’

 
88 officers or directors, and to retain the same to the extent that they are not related to the Seller Parties or their Affiliates, and (2) to the extent such mail, packages and other communications are related to the Seller Parties, Purchaser, the Company or one of their respective Affiliates shall promptly after becoming aware thereof refer, forward or otherwise deliver such mail, packages or other communications to the Seller Parties (or, in case the same relate to Purchaser or its Affiliates, copies thereof). The provisions of this Section 11.11(e)(ii) are not intended to, and shall not be deemed to, constitute an authorization by the Seller Parties to permit Purchaser, the Company or their respective Affiliates to accept service of process on its behalf, and Purchaser, the Company or their respective Affiliates are not and shall not be deemed to be the agent of the Seller Parties for service of process purposes. 11.12 Third Parties. Other than the Indemnified Parties’ rights to indemnification pursuant to ARTICLE IX, nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies to any Persons other than the parties hereto and their respective successors and permitted assigns. The provisions of ARTICLE IX may be amended or waived by the parties at any time in accordance with Section 11.10, without notice to or consent of any of the Indemnified Parties that are not parties hereto, including with retroactive effect. 11.13 Counterparts; Facsimile or Electronic Delivery. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart hereof. 11.14 Severability. If any provision of this Agreement or any other agreement entered into pursuant hereto (i) is contrary to, prohibited by or deemed invalid under applicable law or regulation, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given full force and effect so far as possible, or (ii) may be construed in two or more ways, one of which would render the provision invalid or otherwise voidable or unenforceable and another of which would render the provision valid and enforceable, such provision shall have the meaning which renders it valid and enforceable. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a reasonably acceptable manner so that the Contemplated Transactions may be consummated as originally contemplated to the fullest extent possible. 11.15 Specific Performance. Each party hereto recognizes and agrees that if any other party should refuse to perform any of its obligations under this Agreement, the remedy at law would be inadequate and agrees that for breach of such provisions, each party will, in addition to such other remedies as may be available to it at law or in equity, be entitled to injunctive relief and to enforce its rights by an action for specific performance to the extent permitted by applicable Law. Each party hereby waives any requirement for security or the posting of any bond or other surety in connection with any temporary or permanent award of injunctive, mandatory or other equitable relief. 11.16 Schedules and Exhibits; Incorporation by Reference. Any reference to an Exhibit to this Agreement contained herein shall be deemed to include any Schedules to such Exhibit. Each of the Exhibits referred to in this Agreement (including Schedules thereto), and each Schedule to this Agreement is hereby incorporated by reference in this Agreement as if such Exhibits and Schedules were set out in full in the text of this Agreement. Any matter, information

 
89 or item disclosed in the Schedules delivered by Seller under any specific representation, warranty, covenant or Schedule heading number, shall be deemed to have been disclosed for all purposes of this Agreement in response to every representation, warranty or covenant in this Agreement in respect of which the applicability of such disclosure is reasonably apparent on its face. The inclusion of any matter, information or item in any Schedule to this Agreement or in the data room shall not be deemed to constitute an admission of any liability by Seller to any third party or otherwise imply that any such matter, information or item is material or creates a measure for materiality for the purposes of this Agreement or otherwise. Neither the specification of any dollar amount in the representations and warranties contained in this Agreement nor the inclusion of any specific item in the Schedules hereto in response to a disclosure obligation or as an exception to a representation, warranty, covenant or agreement shall be deemed an admission by the disclosing party that such amounts, higher or lower amounts, the items so included or any undisclosed items or information of comparable or greater significance represents a material exception of fact, event or circumstance or that such item will or is reasonably likely to result in a Material Adverse Effect, or that the items so included were required to be disclosed in the Schedules hereto; and no party shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in the Schedules hereto in any dispute or controversy between the parties as to whether any obligation, item or matter is or is not material, or may constitute a fact, event or circumstance that has had or is reasonably likely to have a Material Adverse Effect. No disclosure in the Schedules hereto relating to any possible breach or violation of any agreement, law or regulation shall be construed as an indication that any such breach or violation exists or has actually occurred. 11.17 Integrated Transactions. The parties acknowledge and agree (including the Master Lease Agreement and ancillary agreements to such agreement) that: (i) the transactions contemplated by this Agreement and the Transaction Documents are dependent upon one another, (ii) the parties would not have entered into this Agreement and the Transaction Documents unless this Agreement and all of the Transaction Documents were being entered into as and when contemplated, and (iii) this Agreement and the Transaction Documents are to be treated as a single integrated and indivisible agreement for all purposes. 11.18 Public Announcements. The initial press release announcing the Agreement, any Transaction Documents and the transactions contemplated hereby and thereby shall be in substantially the form attached to this Agreement as Schedule 11.18. Except as otherwise agreed to by the parties, the parties shall not (and shall cause their Affiliates not to) publish any report, statement or press release or otherwise make any public statements with respect to this Agreement, any Transaction Document or the transactions contemplated hereby or thereby, except as in the good faith judgment of a party which may be required by Law or by the regulations or policies of any securities exchange or other similar regulatory body, and in any event a party shall use its best efforts in good faith to consult with the other party at a reasonable time in advance of such required disclosure, including furnishing (to the extent reasonably practicable) a draft thereof to the other parties in advance of publication or release and considering in good faith any comments of such other parties. The foregoing limitations of this Section 11.18 shall not apply to any disclosure of any information concerning this Agreement, or the Transaction Documents in connection with (a) any dispute between the parties regarding this Agreement or the Transaction Documents, or (b) any marketing materials, deal lists or similar disclosures, provided, that such disclosures under clause (b) are consistent with, and limited to, information contained in any public announcement previously made in accordance with the foregoing. 11.19 Non-Recourse. Except pursuant to an assignment contemplated by Section 11.3, no past, present or future director, officer, employee, incorporator, member, partner, stockholder,

 
90 Affiliate, agent, attorney or representative of a party will have any liability for any obligations or liabilities of such party under this Agreement or the Transaction Documents, respectively, or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby. For clarity, the Company shall cause Purchaser to fulfill its obligations under this Agreement and Seller shall cause the Seller Parties to comply with the covenants and agreements applicable to Sellers Parties under this Agreement. 11.20 Circumvention. Each party hereby agrees and covenants that it shall not by any voluntary action directly or indirectly, through any subsidiary: (a) Engage in any transaction (including any statutory division or similar transaction), arrangement or understanding with a related party or any third party with a primary intention or effect of diminishing the value of its obligations under this Agreement; or (b) Take any action or assist others in taking any action (including amending its governing documents or through any reorganization, reclassification, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities, or any other similar action) that would avoid, circumvent, undermine, impair or challenge the validity, priority or enforceability of its applicable obligations under this Agreement. 11.21 Mutual Drafting. This Agreement is the result of the joint efforts of the parties, and each provision of this Agreement has been subject to the mutual consultation, negotiation and agreement of the parties and there shall be no construction against any party based on any presumption of that party’s involvement in the drafting of this Agreement.Conflicts Between Different Translations. This Agreement shall be executed in English and, in the event of any conflict between the English version of this Agreement and any translation of this Agreement into a language other than English, such English language version shall prevail, except with respect of any disclosure schedules to this Agreement, which may be provided in Spanish in whole or in part and shall not be translated into English. Any Spanish translation prepared by any party shall be for convenience purposes only, and in the event of a dispute as to interpretation of this Agreement, shall have no bearing on such interpretation. 11.23 Seller Release. Except with respect to this Agreement or any Transaction Document, effective from and after each Closing, Seller on behalf of itself and its Affiliates agrees that each Designated Target Company subject to such Closing and transferred to Purchaser or its designee shall not have any liability or responsibility to Seller, any of its Affiliates or any of their respective past, present or future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys or representatives for, and Seller on behalf of itself, its Affiliates and such other Persons hereby unconditionally and irrevocably releases, waives, and forever discharges such Designated Target Company from, any obligations or liability arising out of, or relating to, the organization, management or operation of such Designated Target Company relating to any matter, occurrence, action or activity occurring prior to such Closing. [Signature Page is on the Following Page]

 
IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the date first written above. SELLER: MILLICOM INTERNATIONAL CELLULAR, S.A. By: Name: Salvador Escalon Title: Chief Legal and Compliance Officer By: Name: Carolina Bernal Title: Vice President of Corporate Finance COMPANY: SBA TELECOMMUNICATIONS LLC By: Name: Title: For acknowledgment purposes LATI PARENT: LATI INTERNATIONAL S.A. By: Name: Bart Vanhaeren Title: Authorized Signatory By: Name: Carolina Bernal Title: Authorized Signatory Docusign Envelope ID: 34F9E7B7-EBCD-494A-ACD5-EEEA5A9301FF

 
IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement as of the date first written above. SELLER: MILLICOM INTERNATIONAL CELLULAR, S.A. By: Name: Title: By: Name: Title: COMPANY: SBA TELECOMMUNICATIONS LLC By: Name: Brendan Cavanagh Title: Chief Executive Officer For acknowledgment purposes LATI PARENT: LATI INTERNATIONAL S.A. By: Name: Title: Docusign Envelope ID: 25C52819-A6FE-4C4F-9112-2EAA8498A1E0

 
AMERICASACTIVE:20101657.34 EXHIBIT A Master Lease Agreement (attached)

 
AMERICASACTIVE:20101657.34 EXHIBIT B Earn-Out Consideration 1. General. Following the completion of the applicable Earn-Out Period for a Territory, (a) Purchaser shall pay to Seller additional consideration described hereunder if due and owing in accordance with this EXHIBIT B or (b) Seller shall pay to Purchaser such other amounts described hereunder if due and owing in accordance with this EXHIBIT B, in each case subject in all respects to the terms and conditions set forth herein. Except as otherwise expressly set forth in this EXHIBIT B, the Earn-Out Consideration and all related calculations hereunder are applicable on a Territory-by-Territory basis. 2. Definitions. “Aggregate Closing Earn-Out Advancements” – means an aggregate amount equal to the sum of the Final TCF Earn-Out Advancement for each applicable Territory under this Agreement, if any, as determined pursuant to Section 1.5. “Cumulative Purchaser TCF Adjustment Paid Amount” – means the aggregate amount of Cumulative TCF Adjustment Amounts for all applicable Territories that Purchaser and its Affiliates have already paid to Seller and its Affiliates until the completion of the Earn-Out Period, taking into account a reduction for any such related amounts paid back by Seller or its Affiliates to Purchaser or its Affiliates. “Cumulative TCF Adjustment Amount” – means (which may be expressed as a positive or negative number) the sum of (i) the Aggregate Closing Earn-Out Advancements for all Territories for which the Closing has occurred as of any time of determination; plus (ii) the aggregate of all Jurisdictional Adjustment Amounts for all Territories that have been subject to a Closing for which the Earn-Out TCF for such Territories has been finally determined as of any time of determination. “Earn-Out CPI” the Consumer Price Index for All Urban Consumers, U.S. City Average, All Items, as published by the Bureau of Labor Statistics of the U.S. Department of Labor, and any successor index. “Earn-Out Period” – means, for a Territory, the period of time commencing on the applicable Closing Date under this Agreement and ending on the three (3) year anniversary of such Closing Date. “Earn-Out RGR Costs” – means the RGR Costs for the immediately preceding completed month prior to the expiration of the Earn-Out Period multiplied by 12, provided, however, that if any RGR Costs take effect or are increased (or decreased) during such month, such RGR Costs shall be adjusted as though in effect for the entire month, as applicable, or, if applicable, such shorter period relevant to the ownership of the applicable Site if ownership of such Site is shorter than one month (but subject to adjustment to allow for an annualized run rate calculation). In the event Purchaser has either completed a Buyout, Buydown or prepayment of ground rent during the Earn-Out Period, RGR Costs for the applicable Site will be equal to the applicable RGR Costs as if no Buyout, Buydown or prepayment had occurred (and the applicable Ground Lease continued in effect (and RGR Costs thereunder remained payable) through the expiration of the Earn-Out Period, not taking into account the expiration or other termination of such Ground Lease). For the avoidance of doubt, the RGR Lopez Resolution Amount shall be included in Earn - Out RGR Costs unless the parties otherwise agree in writing.

 
“Earn-Out RGR Costs (Core Business)” means Earn-Out RGR Costs, other than Earn- Out RGR Costs (Leaseup). “Earn-Out RGR Costs (Leaseup)” means Earn-Out RGR Costs to the extent arising out of, or resulting from, or in connection with a New Lease. For illustrative purposes, if RGR Costs increase (by amendment or otherwise) because a tenant is added to a Tower or as a result of additional subleasing then the amount of such increase shall be included an Earn-Out RGR Costs (Leaseup). “Earn-Out Site OpEx (Core Business)” – means the (x) applicable Site OpEx Baseline Amount, increased by the positive percentage change (or decreased by the negative percentage change) over the Earn-Out Period of the Earn-Out CPI successor plus (y) the annualized amount of Site OpEx to the extent arising out of , or resulting from, or in connection with the Existing WIP Sites in an applicable Territory. “Earn-Out Site OpEx (Leaseup)” – means the annualized amount of Site OpEx to the extent arising out of , or resulting from, or in connection with a New Lease. For illustrative purposes, if Site OpEx for an applicable Tower increases because of a new recurring permit cost then such additional cost shall be included in Earn-Out Site OpEx (Leaseup). “Earn-Out Site Revenues” – means the Site Revenues for the immediately preceding completed month prior to the expiration of the Earn-Out Period multiplied by 12, provided, however, that if any Site Revenues take effect during such month, such Site Revenues shall be adjusted as though in effect for the entire month, as applicable, or, if applicable, such shorter period relevant to the ownership of the applicable Site if ownership of such Site is shorter than one month (but subject to adjustment to allow for an annualized run rate calculation). “Earn-Out Site Revenues (Core Business)” – means the Earn-Out Site Revenues other than Earn-Out Site Revenues (Leaseup). “Earn-Out Site Revenues (Leaseup)” – means the Earn-Out Site Revenue to the extent arising out of or resulting from a New Lease. “Earn-Out TCF (Core Business)” – means the amount that is (i) Earn-Out Site Revenues (Core Business), minus (ii) the sum of (A) Earn-Out Site OpEx (Core Business), plus (B) Earn- Out RGR Costs (Core Business), in respect of the Sites that are subject to the applicable Closing. “Earn-Out TCF (Leaseup)” – means the amount that is (i) Earn-Out Site Revenues (Leaseup)”, minus (ii) the sum of (A) Earn-Out Site OpEx (Leaseup)”, plus (B) Earn-Out RGR Costs (Leaseup)”, in respect of the Sites that are subject to the applicable Closing. “Existing WIP Site Baseline TCF” means the aggregate Earn-Out TCF for all Existing WIP Sites in such Territory, excluding Earn-Out Site Revenues that is not derived from the Master Lease Agreement. “Jurisdictional Adjustment Amount” – means (which may be expressed as a positive or negative number) sum of the (i) Jurisdictional Adjustment Amount (Leaseup) plus (ii) Jurisdictional Adjustment Amount (Core Business). “Jurisdictional Adjustment Amount (Core Business)” – means (which may be expressed as a positive or negative number) the product of (x) the difference of (A) the applicable Earn -Out

 
TCF (Core Business) for the Territory minus (B) an amount equal to (i) the applicable Closing TCF for such Territory plus (ii) the Existing WIP Site Baseline TCF, multiplied by (y) the Multiple for Core Business. “Jurisdictional Adjustment Amount (Leaseup)” – means (which may be expressed as a positive or negative number) the product of (x) the applicable Earn-Out TCF (Leaseup) for the Territory, multiplied by (y) the Multiple for Leaseups; provided that, if there existed a Multiple for Leaseups (Make-Whole) Trigger then the Multiple for Leaseups applicable to an amount of Earn- Out TCF (Leaseup) up to the Multiple for Leaseups (Make-Whole) Cap shall be multiplied by the Multiple for Leaseups (Make-Whole) instead of the Multiple for Leaseups and then the balance of the Earn-Out TCF in excess of the Multiple for Leaseups (Make-Whole) shall be subject to the Multiple for Leaseups. “Multiple for Core Business” means: 4.5. “Multiple for Leaseups” means: 6. “Multiple for Leaseups (Make-Whole)” means: 12. “Multiple for Leaseups (Make-Whole) Trigger” – means there existed a TCF Shortfall in one or more Territories, in each case, as finally determined in accordance with Section 1.5. “Multiple for Leaseups (Make-Whole) Cap” – means an amount equal to the lesser of (x) $1,000,000 and (y) the aggregate amount, if any, for each Territory for which there existed a TCF Shortfall, by which the Closing TCF for the applicable Territory determined in connection with the Closing is less than the applicable TCF Target associated with such Territory and Closing, then an amount equal to the absolute value of such shortfall amount, in each case, as finally determined in accordance with Section 1.5. “New Lease” - means an Included Lease with respect to the Towers that are the subject of this Agreement to the extent (and only to the extent) resulting in Earn-Out TCF exceeding the TCF Target (to be determined based on the order in which such Included Lease became an Included Lease) or that was first entered into on or after January 1, 2025 (other than those already paid out as a true up pursuant to Section 1.6); provided that, a renewal, extension, modification, amendment or similar action with respect to an Included Lease in existence as of January 1, 2025 shall not constitute a New Lease; provided, however, that if an Tenant Lease existing as of January 1, 2025 is amended or modified on or after January 1, 2025 in order to add additional Tower Sites to such Included Lease then such additional Tower Sites (but not any Tower Sites covered by such Tenant Lease prior to such amendment or modification) may be taken into account as a New Lease if such Tenant Lease would be deemed an Included Lease (determined taking into account only such new Tower Sites added to the Tenant Lease after January 1, 2025). For illustrative purposes, if (x) a Tenant Lease already covering 75 Tower Sites is amended to include 5 new Tower Sites , (y) but the applicable Tenant has only commenced paying rent for 3 such new Tower Sites (and has otherwise fully satisfied the conditions described in the definition of Included Lease) then (z) only 3 such additional Tower Sites may be included as a New Lease, the original 75 Tower Sites may not be taken into account as a New Lease and the remaining 2 Tower Sites will have no impact on the calculations under this Exhibit B. Notwithstanding the foregoing, and for the avoidance of doubt, the Master Lease Agreement shall not constitute a New Lease (including with respect to Existing WIP Sites, whenever transferred).

 
“Site” – has the meaning set forth in the Master Lease Agreement for the applicable Territory. 3. Earn-Out Consideration; TCF Overfunding Amount. a. If, upon the expiration of each applicable Earn-Out Period for the Territory subject to this Agreement, the then applicable Cumulative TCF Adjustment Amount is greater than the applicable Cumulative Purchaser TCF Adjustment Paid Amount, then Purchaser shall pay to Seller in respect of the subject Territory an amount equal to the value of such excess amount (such amount for the applicable Territory, the “Earn-Out Consideration”). b. If, upon the expiration of each applicable Earn-Out Period for the Territory subject to this Agreement, the then applicable Cumulative TCF Adjustment Amount is less than the applicable Cumulative Purchaser TCF Adjustment Paid Amount, then (i) there is no Earn-Out Consideration payable to Seller for such Earn-Out Period for such Territory and (ii) Seller shall pay to Purchaser (A) the absolute value of the excess amount of the then applicable Cumulative Purchaser TCF Adjustment Paid Amount over the applicable Cumulative TCF Adjustment Amount (such excess amount for the Closing, the “TCF Overfunding Amount”) up to an amount equal to the Cumulative Purchaser TCF Adjustment Paid Amount as of such time; provided that, for clarity, (i) the aggregate TCF Overfunding Amount for all Territories shall not exceed the Cumulative Purchaser TCF Adjustment Paid Amount and (ii) Cumulative TCF Adjustment Amount may be a negative value unless, and only to the extent, otherwise reduced by the TCF Overfunding Amount. c. If, upon the expiration of each applicable Earn-Out Period, the applicable Cumulative TCF Adjustment Amount is equal to the applicable Cumulative Purchaser TCF Adjustment Paid Amount, then there shall be no Earn-Out Consideration or TCF Overfunding Amount payable hereunder. d. If the Earn-Out Period for a Territory and another “Earn-Out Period” for a separate Territory occur contemporaneously then the provisions of this Section 3 shall be run sequentially such that the Earn-Out Period(s) for which there would be a resulting TCF Overfunding Amount shall be deemed to have been completed prior to the “Earn-Out Period” for which there would be resulting Earn-Out Consideration Solely for illustrative purposes, assuming that the Aggregate Closing Earn-Out Advancements is $15,000,000: i. With respect to the Territory subject to the First Closing: If the Jurisdictional Adjustment Amount is $3,000,000 at the conclusion of the applicable Earn-Out Period, then the applicable Cumulative TCF Adjustment Amount is $18,000,000 ($15,000,000 plus $3,000,000), and the Earn-Out Consideration shall be $3,000,000 ($18,000,000, which is the Cumulative TCF Adjustment Amount less $15,000,000, which is the then applicable Cumulative Purchaser TCF Adjustment Paid Amount) and Purchaser shall pay Seller $3,000,000 as the Earn-Out Consideration for the applicable Earn-Out Period and, for clarity, following such payment, the Cumulative TCF Adjustment Amount and the Cumulative Purchaser TCF Adjustment Paid Amount shall be equal to $18,000,000.

 
ii. With respect to the Territory subject to the second Closing: If the Jurisdictional Adjustment Amount is negative $7,000,000 at the applicable Earn- Out Period, then the applicable Cumulative TCF Adjustment Amount is $11,000,000 ($15,000,000 plus $3,000,000 minus $7,000,000), and the TCF Overfunding Amount shall be $7,000,000 ($11,000,000, which is the Cumulative TCF Adjustment Amount, minus $18,000,000, which is the Cumulative Purchaser TCF Adjustment Paid Amount), and Seller shall pay to Purchaser $7,000,000 for the applicable Earn-Out Period and, for clarity, following such payment, the Cumulative TCF Adjustment Amount and the Cumulative Purchaser TCF Adjustment Paid Amount shall be equal to $11,000,000. iii. With respect to the Territory subject to the third Closing: If the Jurisdictional Adjustment Amount is $5,000,000 at the applicable Earn-Out Period, then the applicable Cumulative TCF Adjustment Amount is $16,000,000 ($15,000,000 plus $3,000,000 less $7,000,000 plus $5,000,000) and the Earn-Out Consideration shall be $5,000,000 ($16,000,000, which is the Cumulative TCF Adjustment Amount, less $11,000,000, which is the Cumulative Purchaser TCF Adjustment Paid Amount) and Purchaser shall pay Seller $5,000,000 for the applicable Earn- Out Period and, for clarity, following such payment, the Cumulative TCF Adjustment Amount and the Cumulative Purchaser TCF Adjustment Paid Amount shall be equal to $16,000,000. iv. With respect to the Territory subject to the fourth Closing: If the Jurisdictional Adjustment Amount is negative $20,000,000 at the applicable Earn- Out Period, then the applicable Cumulative TCF Adjustment Amount is negative $4,000,000 ($15,000,000 plus $3,000,000 less $7,000,000 plus $5,000,000 less $20,000,000) and the TCF Overfunding Amount shall be $20,000,000 (negative $4,000,000, which is the Cumulative TCF Adjustment Amount, minus $16,000,000, which is the Cumulative Purchaser TCF Adjustment Paid Amount), and Seller shall pay to Purchaser $16,000,000 for the applicable Earn-Out Period and, for clarity, following such payment, the Cumulative TCF Adjustment Amount shall be equal to negative $4,000,000 and the Cumulative Purchaser TCF Adjustment Paid Amount shall be equal to $0. v. With respect to the Territory subject to the fifth Closing: If the Jurisdictional Adjustment Amount is $5,000,000 at the applicable Earn-Out Period, then the applicable Cumulative TCF Adjustment Amount is $1,000,000 ($15,000,000 plus $3,000,000 less $7,000,000 plus $5,000,000 less $20,000,000 plus $5,000,000) and the Earn-Out Consideration shall be $1,000,000 ($1,000,000, which is the Cumulative TCF Adjustment Amount, less $0, which is the Cumulative Purchaser TCF Adjustment Paid Amount) and Purchaser shall pay Seller $1,000,000 for the applicable Earn-Out Period and, for clarity, following such payment, the Cumulative TCF Adjustment Amount and the Cumulative Purchaser TCF Adjustment Paid Amount shall be equal to $1,000,000. 4. Earn-Out Reporting. a. Within ninety (90) days following the end of each Earn-Out Period, Purchaser shall prepare and deliver, or cause to be prepared and delivered, to Seller a written report (an “Earn-Out Report”) setting forth, in reasonable detail, a computation of the Earn-Out Consideration or TCF Overfunding Amount for the applicable Earn-

 
Out Period together with reasonably sufficient backup for such calculations (“Earn- Out Contents”). During the thirty (30) days period following Seller ’s receipt of the Earn-Out Report (the “Objection Period”), Seller may object to the computation of the Earn-Out Contents set forth in the Earn-Out Report. Unless Seller, within the Objection Period, notifies Purchaser in writing that it objects to the computation of the Earn-Out Contents as set forth in the Earn-Out Report, then the Earn-Out Report and the Earn-Out Contents therein shall be deemed accepted by Seller and will be binding and conclusive for all purposes of the Agreement and this EXHIBIT B. b. If Seller objects to the Earn-Out Contents set forth in the Earn-Out Report (each, an “Earn-Out Dispute”), by timely providing the appropriate notice in accordance with EXHIBIT B4.a, then the Earn-Out Dispute shall be determined by a good faith negotiation between Seller and Purchaser. If Seller and Purchaser are unable to reach agreement within fifteen (15) days after such notif ication, then the determination of the Earn-Out Dispute shall be submitted to the Independent Accountant with the terms and conditions of Section 1.5(a)(i) applied hereto mutatis mutandis, whose determination shall be (i) in writing, (ii) furnished to Seller and Purchaser as soon as practicable (and in no event later than thirty (30) days after submission of the dispute to the Independent Accountant), and (iii) non- appealable and incontestable by Seller, Purchaser and each of their respective Affiliates and successors and assigns and not subject to collateral attack for any reason other than manifest error, or fraud. The fees and expenses of the Independent Accountant, if applicable, shall be allocated between Purchaser on the one hand and Seller, on the other hand based upon the percentage which the portion of the contested amount not awarded to Purchaser, on the one hand and Seller, on the other hand, bears to the amount actually contested by such Person, as determined by the Independent Accountant. c. The parties acknowledge and agree that upon resolution of the Earn-Out Contents pursuant to the foregoing provisions of this EXHIBIT B4.c such resolution shall be deemed final, conclusive and binding on the parties; provided, however, that, notwithstanding anything to the contrary herein, if following such final resolution it is determined that any emails or other similar electronic records that were retained by Seller or its Affiliates and not migrated to Purchaser or its Affiliates pursuant to Section 2.2(b), and for which access was not provided to Purchaser or its Affiliates pursuant to Section 5.3(b), would have resulted in a different determination of the Earn-Out Contents and a credit for the benefit of Purchaser in connection with the determination of the payments pursuant to this EXHIBIT B4, then the parties will work reasonably in good faith to determine the amount of the applicable adjustment to the payments hereunder and Seller will promptly make a true-up payment to Purchaser in Current Funds in an amount sufficient to satisfy the applicable payment deficiency. 5. Payment of Earn-Out Consideration or TCF Overfunding Amount; True Up Adjustment. a. If Seller has earned an Earn-Out Consideration payable pursuant to Section 3 of this EXHIBIT B, or if Seller is required to pay a TCF Overfunding Amount to Purchaser pursuant to Section 3 of this EXHIBIT B, then, Purchaser or Seller, as applicable, shall promptly pay, or cause to be paid, in Current Funds the applicable amount due and owing within fifteen (15) Business Days following the earliest to

 
occur of (i) the thirtieth (30th) day after delivery of the applicable Earn-Out Report without Seller notifying Purchaser that it objects to the computations set forth therein, (ii) the date on which Seller shall have given Purchaser notice to the effect that Seller does not have any objection to the computations set forth in the Earn- Out Report of the Final Closing, (iii) the date as of which Purchaser and Seller reach a settlement of all disputed amounts in accordance with Section 4 of this EXHIBIT B, and (iv) the date as of which Seller and Purchaser shall have received the determination of the Independent Accountant in accordance with Section 4 of this EXHIBIT B; provided, however, that if more than one Earn-Out Period occur contemporaneously then payment in respect of all such periods shall occur contemporaneously. b. Notwithstanding anything to the contrary herein, if Purchaser or its applicable Affiliate is, as of the end of an Earn-Out Period, actively negotiating with an existing or prospective tenant for a new lease, license, collocation, tenancy or other occupancy agreement pursuant to which any such Person is granted the right to use space or install equipment on the Towers or in any of the Improvements located on the Tower Sites in the relevant Territory, then if such new Contract (or renewal of an existing Contract) is signed by Purchaser or its Affiliate, on the one hand, and the other applicable tenant part(ies) thereto, on the other hand, at any time prior to the three month anniversary of the end of such Earn-Out Period, and such arrangement would constitute an Included Lease hereunder, the parties hereto will work in good faith to promptly determine and agree in writing on what the Earn-Out Consideration or TCF Overfunding Amount, as the case may be, for the applicable Territory would have been had such additional Contract been signed prior to the end of the Earn-Out Period, and if the Earn-Out Consideration or TCF Overfunding Amount related to such Territory was already paid out to Seller, or if no such payment has been finalized by the parties hereunder at such time, then in connection with finalizing such amount and related payment, Purchaser will make a “true-up” adjustment for the benefit of Seller in such amount as necessary for Seller to receive the benefit of such additional Contract as part of the applicable Earn-Out Consideration or TCF Overfunding Amount for the relevant Territory and such amount will be included in the Cumulative TCF Adjustment Amount and each other relevant calculation hereunder. 6. Treatment of Earn-Out Consideration and TCF Overfunding Amount. The Earn-Out Consideration paid or delivered to Seller in accordance with this EXHIBIT B, or the TCF Overfunding Amount paid or delivered to Purchaser in accordance with this EXHIBIT B, in each case will be treated by the parties hereto as an adjustment to the Purchase Price to, and only to, the Acquired Property to which such Earn-Out Consideration or TCF Overfunding Amount, as applicable, relates. For the avoidance of doubt, nothing contained herein shall limit the obligations of the parties pursuant to Section 1.10. 7. Purchaser Obligations. Until such time as no party has any additional rights or obligations under this EXHIBIT B, Purchaser shall use commercially reasonable efforts to maintain true and accurate books and records of the operations of the Acquired Property as are necessary to calculate the Earn-Out Consideration and TCF Overfunding Amount and make such non-privileged records reasonably available to Seller (and its Representatives) and its successors during normal business hours and upon reasonable prior notice following the delivery of the Earn-Out Report.

 
8. Currency. All calculations and figures related to this EXHIBIT B shall be converted to U.S. Dollars pursuant to Section 11.4. 9. Covenants, Agreements and Acknowledgements. a. The parties and the Company acknowledge that the possibility of receiving the Earn-Out Consideration or the TCF Overfunding Amount constitutes a material inducement for the parties to enter into this Agreement, and therefore each party covenants and agrees that it will comply with, and cause the Seller Parties (in respect to Seller) and the Designated Purchasers (in respect of Purchaser and the Company) to comply with, the covenants and other obligations set forth in this EXHIBIT B. Seller on behalf of itself and its Affiliates acknowledges the possibility that the Earn-Out Consideration hereunder may be zero ($0) and, as a result, no payment may be made in respect of the Earn-Out Consideration under this EXHIBIT B following the end of the Earn-Out Period. b. The Seller Parties, on behalf of themselves and their Affiliates, each hereby acknowledge and agree that Purchaser, the Company, the Designated Purchasers and their respective Affiliates may make from time to time such business decisions as they deem appropriate in their sole discretion in the conduct of their respective businesses, activities and operations, including actions that may have an impact on the revenue and earnings of the Acquired Property and businesses, activities and operations related thereto (including actions that may have an impact the components of the Earn-Out Contents or the Earn-Out Consideration or TCF Overfunding Amount, if any). The Seller Parties and their Affiliates shall have no right to claim any lost Earn-Out Consideration or other Losses as a result of such decisions. In addition to the foregoing, the Seller Parties, on behalf of themselves and their Affiliates, each hereby acknowledge and agree that none of Purchaser, the Company, the Designated Purchasers or their respective Affiliates provides any assurances with respect to the performance of any Acquired Property following the Closing. c. Notwithstanding the foregoing, from and after the Closing Date until the expiration of the Earn-Out Period, the Company shall not, and shall cause the Designated Purchasers not to, take any action with the express primary purpose of decreasing the Earn-Out Consideration. d. Notwithstanding anything to the contrary contained herein (including the foregoing clause (b), Seller on behalf of itself and its Affiliates acknowledges and agrees that the Company and the Designated Purchasers shall not be restricted from (i) undertaking decisions, of any kind whatsoever, in each case in good faith and in accordance with reasonable business interests and industry practices in the best interest of the Company and the Designated Purchasers, including any business unit to which the Acquired Property or the related business belong, (ii) adapting the operation of the Acquired Property to the Company ’s group companies’ practices that are generally applied across divisions or business units, or (iii) taking any integration measures or changing the legal form or structure of any of the Acquired Property (including any merger, amalgamation or restructuring of any of the Company’s group companies, which shall include the Acquired Property after Closing).

 
e. For the avoidance of doubt, Earn-Out TCF shall not include TCF derived from BTS Sites (as defined in the Master Lease Agreement) and shall also not include (and be deemed net of) TCF associated to an Included Lease that collocates on a Tower Site that was previously installed on a Purchaser Site within the Proximate Tower (as defined in the Master Lease Agreement) radius but voluntarily churned off and relocated to the Tower Site. f. For the avoidance of doubt, Earn-Out TCF shall be limited to TCF derived from the Towers transferred pursuant to this Agreement (other than Existing WIP Sites) and Earn-Out Site Revenue for Existing WIP Sites derived from a source other than the Master Lease Agreement.

 
EXHIBIT C Defined Terms Definitions. The following terms, whenever used herein, will have the following meanings throughout this Agreement: “Acquired Property” – has the meaning set forth in the Recitals. “Acquisition Proposal” – means any proposal or offer from any Person (other than Purchaser or its Affiliates) relating to any direct or indirect acquisition or purchase of all or a material portion of the assets or properties of the Acquired Property or the equity interests of the Designated Target Companies, whether such transaction takes the form of a sale of equity interests, merger, reorganization, recapitalization, sale of assets or otherwise. “Affiliate” – with respect to a Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the first Person. For purposes of this definition, “control” of a Person shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by ownership of voting stock or other equity or partnership interests, by contract or otherwise; provided, that Seller shall not be deemed to control, be controlled by or under common control with Company or Purchaser, or that Company or Purchaser shall not be deemed to control, be controlled by or under common control with Seller. “Aged Accounts Receivables” – means any accounts receivables of Seller Parties under Tenant Leases accrued in or allocable to periods ending prior to the date of this Agreement and that is aged over ninety (90)days or otherwise written off as uncollectable. “Agreement” – has the meaning set forth in the Preamble. “Aggregate Cap” means the Aggregate Purchase Price plus the aggregate amount of Earn-Out Consideration under this Agreement. “Aggregate Purchase Price” – means an aggregate amount equal to the sum of the Applicable Base Amount of all of the Designated Target Companies hereunder (excluding any Designated Target Company for which this Agreement has been terminated). “AML Laws” – anti-money laundering and anti-terrorism laws, rules, regulations, policies, guidelines and executive orders of the United States, or any applicable local or foreign jurisdiction, including the Money Laundering Control Act of 1986, as amended, the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, as amended, the Bank Secrecy Act of 1970, as amended, and the U.S.A. PATRIOT Act. “Anti-Corruption Laws” means the Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. §§ 78dd-1, et seq.), the U.K. Bribery Act 2010, and any other applicable anti-bribery and anti-corruption laws. “Antitrust Authority” – has the meaning set forth in each Territory as: (a) In the Territory of Panama, Autoridad de Proteccion al Consumidor y Defensa de la Competencia (ACODECO);

 
(b) In the Territory of Nicaragua, Instituto Nacional de Promocion de la Competencia (PROCOMPETENCIA); (c) In the Territory of Honduras, it shall be a filing with the Comisión Nacional de Telecomunicaciones (CONATEL) and the Comision para la Defensa y Promocion de la Competencia (CDPC); and (d) In the Territory of El Salvador, Superintendencia de Competencia. “Antitrust Law” – will be referred with respect to each Territory as: (a) Panamá: Law: 45 of 2007, which dictates norms on consumer protection and defense of competition and other provisions, published in Official Gazette No. 25914 of November 7, 2007; (b) Nicaragua: Law No. 601, approved on September 28, 2006 and published in the Official Gazette on October 24, 2006, as well as its Regulations; (c) Honduras: Law for the Defense and Promotion of Competition (Decree No.357- 2005 published in the Official Gazette No. 30,920 of February 4, 2006) and its Regulations (Executive Decree No. 001-2007 published in the Official Gazette No. 31,364 of July 25, 2007); and, (d) El Salvador: Competition Law, approved by Legislative Decree No. 528 of November 26, 2004, published in the Official Gazette No. 240, Volume 365 of December 23, 2004. “Applicable Base Amount” - shall mean, with respect to each Closing, the aggregate cash amount, payable by Purchaser to Seller in U.S. Current Funds, allocated for (i) the Purchased Interests (or Lati Honduras Equity Interests, if applicable pursuant to Section 5.25) being conveyed at such Closing, or (ii) the Purchased Assets being conveyed at such Closing, in each case, as set forth on Schedule 1(a), payable in accordance with Section 1.2 and as adjusted in accordance with Section 1.5. “Applicable Leased Space” – means the Leased Space of a Designated Target Company located in the Territories at the Tower Sites conveyed and delivered at a Closing, in each case as set forth on EXHIBIT 1(a). “Assumed Liabilities” – all liabilities (other than Excluded Liabilities), arising from the operation, ownership, use, collocation, or occupancy of the Purchased Assets conveyed directly or indirectly hereunder in each case first arising after the Closing on which the applicable Purchased Assets are transferred to Purchaser pursuant to the terms of this Agreement, including all executory payment and performance obligations first arising after the Closing under the assigned Contracts. Without limiting the generality of the foregoing, Assumed Liabilities will include, all liabilities first arising after the Closing under or related to assigned Contracts included with the Purchased Assets (subject to the allocation of receipts and expenses set forth in Section 8.5 (Additional Expenses and Adjustments)) other than any liability arising out of any breach by Seller or its Affiliates of its obligations under such Contract on or prior to the Closing Date. Notwithstanding the immediate preceding sentence, Assumed Liabilities do not relate to or arise from the Excluded Assets. For the avoidance of doubt, Assumed Liabilities primarily relating to

 
Existing WIP Sites shall only be assumed by Purchaser or one of its Affiliates when the Existing WIP Sites is transferred as a Completed WIP Site. “Basket Amount” – shall mean an aggregate amount, not less than $0, equal to the difference of (i) $12,187,500, minus (ii) the aggregate amount of Losses incurred for which indemnification would be available under Section 9.3(a), but for the “Basket Amount” under this Agreement. “Business” shall mean the business of Seller and its Affiliates (including the Designated Target Company) in the applicable Territory consisting of (1) the development of wireless infrastructures, including small cells, indoor/outdoor distributed antenna systems, and traditional cell sites that support antennas used for wireless communication by mobile carriers and wireless broadband providers, (2) the leasing of antenna space to wireless service providers on Towers and rooftop and Tower Sites management under Operational Contracts, and (3) provision of sites development services comprising network pre-design; site audits; identif ication of potential locations for Towers and antennas; support in buying or leasing of the location; assistance in obtaining zoning approvals and permits; Tower construction; antenna installation; and radio equipment installation, commissioning, and maintenance. “Business Day” – any day other than a Saturday, Sunday or a day upon which banking institutions in New York, New York (USA), are authorized or required by law to close. “Buydown” – means that Purchaser has paid the applicable ground lessors a lump sum to discount the recurring ground right costs relating to the applicable Tower Site. “Buyout” – means Purchaser has acquired the land underlying the relevant Site. “Change” – has the meaning set forth in Section 5.10. “Claim” – any claim, damage, loss, liability, obligation, demand, action, defense, judgment, suit, proceeding, audit, disbursement or expense, including reasonable out-of-pocket attorneys’ fees or costs (including those related to appeals). “Claro Panamanian Leases” – means the Tenant Leases in Panama as set forth in Schedule 3.15(h). “Closing” – any of the First Closing or Subsequent Closings, as the context may dictate. “Closing Cash” means, as of the Measurement Time on the applicable Closing Date, all of the cash and cash equivalents, and credit card receivables of such Designated Target Company at the Measurement Time on the applicable Closing Date (including deposits in transit but net of cash necessary to cover checks in transit, issued but uncleared checks and similar items) calculated without giving effect to the consummation of the transactions contemplated hereby, in each case, only to the extent constituting a Purchased Asset and excluding Restricted Cash and Excluded Assets. For the avoidance of doubt, Closing Cash will include checks, other wire transfers and drafts deposited or available for deposit for the account of such Designated Target Company, whether foreign or domestic. “Closing Date” – the day on which a Closing occurs. Without limiting the generality of the foregoing, a reference herein to “the Closing Date” or “applicable Closing Date” of Acquired

 
Property conveyed hereunder shall mean the Closing Date as of which such Acquired Property was conveyed to Purchaser hereunder. “Closing Indebtedness” means the aggregate amount of Indebtedness of a Designated Target Company outstanding as of immediately prior to the applicable Closing. “Closing RGR Costs” – means the RGR Costs (excluding any RGR Costs attributable to any Existing WIP Sites (including Completed WIP Sites) for the Territory) for the last month completed immediately prior to the Closing (taking into account any increased costs resulting from a renewal of related Ground Lease during such period), provided, however, that if any RGR Costs take effect or increase during such month, such RGR Costs shall be adjusted as though in effect for the entire month, as applicable, or, if applicable, such shorter period relevant to the ownership of the applicable Site if ownership of such Site is shorter than one month (but subject to adjustment to allow for an annualized run rate calculation. Notwithstanding the foregoing, to the extent Existing WIP Sites are included for purposes of determining a TCF Earn-Out Advancement then any RGR Costs attributable to any such Existing WIP Sites (including Completed WIP Sites) for the Territory shall be included as Closing RGR Costs for purposes of determining a TCF Earn- Out Advancement. “Closing Site OpEx” – means the Site OpEx Baseline Amount; provided, that, notwithstanding the foregoing, to the extent Existing WIP Sites are included for purposes of determining a TCF Earn-Out Advancement then any Site OpEx attributable to any such Existing WIP Sites (including Completed WIP Sites) for the Territory shall be included as Closing Site OpEx for purposes of determining a TCF Earn-Out Advancement. “Closing Site Revenues” – means the Site Revenues (excluding any Site Revenues attributable to any Existing WIP Sites (including Completed WIP Sites) for the Territory) for the last month completed immediately prior to the Closing; provided that such revenues sources have not had three (3) consecutive delinquencies in any ninety (90) day period (or, solely in the case of tenants who pay quarterly, one such delinquency in any ninety (90) day period) ; provided, further, that, for purposes of any Site Revenues generated from Seller or any of Seller ’s Affiliates, such Site Revenues shall instead be deemed to be the applicable rent payable under the MLA as though the MLA was initially in effect at the time of calculation of Closing Site Revenues. Notwithstanding the foregoing, for purposes of calculating Closing TCF for purposes of determining whether or not there is a TCF Shortfall, Closing Site Revenue shall not include any Site Revenues to the extent derived from (A) Tenant Leases entered into, modified, or amended following December 31, 2024 (including modifications that reflect the addition of Sites) or (B) Existing WIP Sites; provided, that such excluded Site Revenue shall be included for purposes of determining a TCF Earn-Out Advancement. “Closing TCF” – shall be the TCF in respect of the Towers (excluding any Existing WIP Sites (including Completed WIP Sites) for each Closing Territory) that are subject to a Closing (calculated using Closing Site OpEx, Closing Site Revenues and Closing RGR Costs), multiplied by 12. For the avoidance of doubt, Closing TCF shall not take into account the TCF derived from any Existing WIP Sites. “Closing Territory” – means each Territory where the applicable Closing will apply. “Code” – means the U.S. Internal Revenue Code of 1986, as amended.

 
“Communications Authority” – any Governmental Authority or other entity responsible for the administration and enforcement of Legal Requirements governing wireline and wireless communications services, but not the Business. “Communications Equipment” – with respect to any Tower Site, transmitting and/or receiving equipment and other active telecommunications equipment installed at the Tower Site, which is primarily used in providing current and future wireless and wireline communication services and not in the Business, including without limitation: (i) switches, antennas, microwave dishes, panels, conduits, f lexible transmission lines, radio units, amplif iers, f ilters, rectif iers, batteries and other transmission or communications equipment (including interconnect transmission equipment, optical f ibers, power lines, electrical transformers, generators and fuel tanks, transmitter(s), receiver(s) and accessories); and (ii) such other equipment and associated software as may be necessary in order to provide such wireless and wireline communication services, including without limitation, voice or data. Communications Equipment will include any existing, replaced and upgraded Communications Equipment. Notwithstanding the foregoing and for the avoidance of doubt, Communications Equipment does not include Towers or Improvements. “Company” – has the meaning set forth in the Preamble. “Company Closing Documents” – has the meaning set forth in Section 4.2. “Competitor” – shall mean any person who is or operates, or whose Affiliate or Affiliates are or operate a competing business; provided, however that any funds, accounts and other vehicles sponsored by, advised by or maintained by a private equity sponsor or fund or similar vehicle for and on behalf of its respective clients, and the portfolio companies of any such sponsor, fund, account or other vehicle that do not operate a competing business shall, in each case, not be a Competitor hereunder or otherwise be deemed to be an Affiliate or any person who is or operates a competing business. “Completed WIP Site” – shall mean an Existing WIP Site completed and developed in accordance with EXHIBIT 1.2(b). “Confidentiality Agreement” – the Confidentiality Agreement, dated November 24, 2023, by and between Seller and Company, as amended, modified or supplemented from time to time. “Contemplated Transactions” – all of the transactions contemplated by this Agreement, including the execution, delivery, and performance of this Agreement and the documents and instruments referred to herein and the performance by Company, Purchaser and Seller, of their respective covenants and obligations under this Agreement. “Continuing Employee” – has the meaning set forth in Section 5.16(c). “Contract” – any agreement, contract, obligation, promise, or written undertaking that is in effect on the date hereof or entered into prior to the Closing by Seller or one of its Affiliates in accordance with this Agreement, and that will be legally binding on Purchaser after the Closing (including the Ground Leases, Tenant Leases and Easements). “Contribution Agreements” – means that certain contribution agreement, by and between the applicable Seller Party, on the one hand, and the applicable Designated Target Company, on the other hand.

 
“COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions thereof or related or associated epidemics, pandemic or disease outbreaks. “COW” means a transportable structure generally used to provide improved radio coverage and capacity to a specific area (such as an industry or public event) and usually not permanently affixed to the ground or rooftop. “CP Consent” – means with respect to a Ground Lease, the consent required from the Ground Lessor to assign such Ground Lease from Seller to Purchaser or Designated Target Company, as applicable. “Currency Rate” – means the highest five (5) day average of the rate of exchange published by the Wall Street Journal, Bloomberg or Reuters or, if none exist, another generally accepted comparable publicly available service for displaying foreign exchange rates, one (1) Business Day prior to the Closing (or if not published on such date, the first date prior thereto on which such rate was published). “Current Funds” – bank wire transfer of immediately available funds. “Delayed Site Price” – means the amount equal to the amount the applicable Purchase Price would have been if the applicable Tenant Lease was an Included Lease minus the applicable Purchase Price. “Designated Purchase Price Payment” – has the meaning set forth in Section 1.2(a). “Designated Purchasers” or “Designated Purchaser” – means a controlled Affiliate of Purchaser designated as a Designated Purchaser for a particular purpose under this Agreement. “Designated Target Companies” – has the meaning set forth in the Recitals. “Dispute” – has the meaning set forth in Section 11.6(a). “Dispute Threshold Amount” – has the meaning set forth in Section 1.4(a)(ii). “Disputed Estimated Closing Amount” – has the meaning set forth in Section 1.4(a)(ii). “Earn-Out Consideration” has the meaning set forth in Section 1.6 and EXHIBIT B. “Easements” – the access and utility easements benefiting the Leased Real Property. “Employment Laws” – has the meaning set forth in Section 3.26(a). “Encumbrances” – means with respect to any asset, any, lien, pledge, mortgage, deed of trust, right of way, easement, encroachment, servitude, covenant, claim, charge (fixed or floating), security, encumbrance, option, equity, power of sale, hypothecation, put, call, buy/sell agreement, lease, license, right of set off, right of first offer or first refusal, or other third party right or interest (legal or equitable), including any reservation or retention of title, right of pre-emption, right of first refusal, easement, assignment by way of security or any other security interest of any kind, howsoever created or arising or any other agreement, arrangement or obligation (including a sale and repurchase agreement) to create any of the foregoing or having a s imilar effect.

 
“Equity Interests” means any shares, capital stock, partnership or limited liability company interest or other equity or voting interest or any security or evidence of indebtedness convertible into or exchangeable for any shares, capital stock, partnership or limited liability company interest or other equity interest, or any right, warrant or option to acquire any of the foregoing, or any appreciation rights or phantom equity related to any of the foregoing “Estimated Closing Existing WIP Site Consideration” – has the meaning set forth in Section 1.4(a). “Estimated Closing Statement” – has the meaning set forth in Section 1.4(a). “Excluded Assets” – means with respect to the Pre-Closing Restructuring and the determination of the Purchased Assets: (a) all Passive Infrastructure of Seller at sites set forth on Schedule 1(c); (b) all Excluded Communications Equipment and Seller Retained Improvements; (c) all vehicles and warehouses used by Seller; (d) all shelters and sheds located at sites set forth on Schedule 1(c) for which no third party has any access rights; (e) all medium tension lines for the Towers or Tower Sites; provided, however, that if Sellers and its Affiliates no longer uses a Tower or Tower Site, then in connection with removing their equipment from such Tower and Tower Site, Seller or its applicable Af filiates will transfer all of its respective right, title and interest to the medium tension lines for such Tower or Tower Site to Purchaser or applicable Designated Purchaser, and upon such transfer, such medium tension lines will no longer constitute an Excluded Asset hereunder; (f) all Communications Equipment and all buildings, equipment shelters, containers, storage facilities, cabinets, air conditioning equipment and other Improvements, in each case owned by third parties, including, without limitation, Tenants; (g) any Claims of Seller and its Affiliates in respect of any Excluded Asset or Excluded Liability to the extent not relating to a Purchased Asset, or arising under this Agreement or any of the Transaction Documents; (h) with the exception of the license held by Lati Honduras, all licenses granted by a Communications Authority to Seller or its Affiliates (other than the Seller Parties); (i) any rights to refunds or credits of taxes relating to periods before the Closing determined, to the extent applicable; (j) all Aged Accounts Receivable; (k) all receivables of Seller or its Affiliates under any Tenant Lease included in the Purchased Assets and accrued in and allocable to periods ending prior to the Closing Date (it being acknowledged that such amounts shall be excluded from the proration calculations under the Proration Amount);

 
(l) all Intellectual Property owned by, licensed to or used by Seller or any of its Affiliates, other than the Intangible Personal Property; (m) all cash, cash equivalents (including for this purpose, all collected funds received in bank accounts owned by Seller or its Affiliates through each Closing) or marketable securities and all rights to any bank or brokerage accounts of Seller or its Affiliates (but not including security deposits or prepaid rent or expenses allocable to the period on or after the applicable Closing Date) (it being acknowledged that such amounts shall be excluded from the calculation of Closing Cash); provided, however, that such amounts shall not include the Lati Honduras Minimum Cash Amount held by Lati Honduras; (n) all shares of capital stock or other securities of Seller and each of its Affiliates, other than the Purchased Interests; (o) all transmission leasing agreements; (p) all prepaid expenses to the extent not relating to the Acquired Property and all claims for refunds and rights to off -set in respect thereof; (q) all Microcell Facilities or COWs, except as expressly set forth on Schedule 1(d), (r) the Passive Infrastructure located on the tower sites listed in Schedule 3.12 (the “Excluded Towers”); (s) pre-Closing unpaid rent in respect of any lease that is not an Included Lease; (t) Owned Real Property, other than any leasehold, occupancy or other non- ownership interest in such Land granted or transferred to Purchaser pursuant to this Agreement; and (u) each and every Tower and Tower Site at an AP Issue Exclusion Site. “Excluded Communications Equipment” – means Communications Equipment of Seller and Affiliates. “Excluded Liabilities” – means all liabilities, duties and obligations (known or unknown, accrued or unaccrued) of Seller, the Designated Target Company or any of Seller’s Affiliates other than those expressly set forth as Assumed Liabilities, together with any liabilities, duties or obligations directly arising from or relating to (i) the Excluded Assets, (ii) any and all claims by or in respect of Service Providers or their compensation or benefits related to periods at or prior to the Closing, including, but not limited to, any amounts payable in connection with the termination of employment or service of any Service Provider, (iii) the ownership, operation, use, or occupancy of any Acquired Property prior to the Closing Date on which such Acquired Property is transferred to Purchaser pursuant to the terms of this Agreement, ( iv) any liabilities or Losses arising or resulting from or in connection with severance obligations, termination indemnities or similar payments or benefits payable to any Service Provider in connection with the obligations set forth under Section 5.15(b) and Schedule 5.15(b), in each case, in connection with the Pre - Closing Restructuring, and all other liabilities arising from the pre-Closing provisions of services by such Service Providers or other Persons in connection with or relating to the Business, (v) any

 
liability arising from, relating to, or in connection with any current or former Subsidiaries of Lati Parent (other than a Designated Target Company (or its Subsidiaries excluding Tigo Nicaragua for this purpose)), whether or not distributed or otherwise removed in connection with the Pre - Closing Restructuring or otherwise; provided that such Subsidiaries shall include all of the Excluded Entities, and (vi) amounts payable, or to be payable, under purchase orders issued prior to the applicable Closing to the extent they remain unpaid as of the applicable Closing, whether or not the purchase order has been fulfilled at the Closing. “Exhibit G” – has the meaning of Exhibit G in the final form following the procedures and processes described in Section 5.15. “Existing SBA-Tigo Lease Agreements” means each tenant lease agreement that is in effect as of the date of this Agreement between the Company or any of its Affiliates, on the one hand, and Seller or any of its Affiliates, on the other hand, providing Seller or its Affiliate the right to install Communications Equipment on any site within the Territory that is owned by the Company or any of its Affiliates. A list of the Existing SBA-Tigo Lease Agreements in each Territory is attached as Exhibit 2 to the draft Master Lease Agreement for such Territory. “Existing Tenant Leases” – has the meaning set forth in EXHIBIT H. “Excluded Towers” – has the meaning set forth in clause (r) of the definition of “Excluded Assets”. “Existing WIP Sites” means Passive Infrastructures in the Territories as set forth on Schedule 1(b) that, as of the date hereof, are in development. “Expiration Date” – December 31, 2025. “Final Closing” – the last Subsequent Closing of the Contemplated Transactions that is to take place in accordance with Section 2.1. “Final Closing Statement” – has the meaning set forth in Section 1.5(a). “First Closing” – the first closing of the Contemplated Transactions that is to take place in accordance with Section 2.1. “First Closing Date” – the day on which the First Closing occurs. “Five Day Average Rate” – means the five (5) day rolling average of the highest rate of exchange as of 12 p.m. New York Time published by The Wall Street Journal, Bloomberg or Reuters or, if not applicable, another generally accepted comparable publicly available service for displaying foreign exchange rates from the date of applicable payment. “Fraud” - means the intent to deceive and/or mislead the other party in respect of the representations and warranties set forth in this Agreement or any officer’s certif icate delivered pursuant to this Agreement. “Fundamental Representations” - means the representations and warranties in Section 3.1 (Organization and Good Standing), Section 3.2 (Duly Authorized), Section 3.3 (Enforceability), Section 3.4(a), (b) and (c) (Title to the Acquired Property), Section 3.23 (Brokers), Section 4.1

 
(Organization and Good Standing), Section 4.2 (Duly Authorized), Section 4.3 (Enforceability), Section 4.9 (Brokers), and Section 4.11 (Financial Capability Source of Funds). “General Indemnity Cap” – shall mean an aggregate amount equal to the difference of (i) $121,875,000, minus (ii) the aggregate amount of Losses actually paid under Section 9.3(a) and Section 9.3(c) (solely with respect to a breach of Section 5.21 hereunder and for the avoidance of doubt, excluding any liability in respect of Section 8.2(a)), but not less than $0. “GIT” – means Telefónica Móviles El Salvador S.A. de C.V. and its Affiliates . “Governmental Authority” – any foreign, domestic, federal, territorial, state, municipal or local governmental authority, arbitrational body, quasi-governmental authority, instrumentality, court, organ of state, government or self -regulatory organization, commission, tribunal or organization or any regulatory, administrative or other agency, or any political or other subdivision, department or branch of any of the foregoing. “Governmental Authorization” – any approval, consent, franchise license, permit, waiver, or other authorization issued, granted, given, or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Legal Requirement. “Ground Leases” – the ground leases, rooftop leases, subleases, licenses, tenancy agreements, or other real estate agreements, pursuant to which the applicable Seller Party holds a leasehold interest, leasehold estate, license, or similar interest in a Tower Site as listed on Schedule 3.15(a). “Ground Lessors” – each of the lessors under the Ground Leases. “Honduras Distribution” – has the meaning as set forth in Section 5.25(a). “Honduras Joint Venture Partner” – means Telecomunicaciones de Centroamérica, S. de R.L. (CENTROTEL). “IFRS” – the International Financial Reporting Standards applied in manner consistent with the manner in which it was applied in the preparation of the financial statements relating to Seller’s Business in the Territory that includes the Business. “Improvements” – as to each Tower Site, (a) one or more equipment pads or raised platforms capable of accommodating exterior cabinets or equipment shelters, containers, huts or buildings, electrical service and access for the placement and servicing of equipment or other improvements; (b) all buildings, warehouses, huts, containers, shelters or exterior cabinets; (c) electrical transformers, electric poles, generators and associated fuel tanks; (d) grounding rings; (e) fencing, site walls, and any Tower Site security or monitoring devices; (f) signage; (g) electrical cables and runs used for the connections for utility service up to and including the meter; (h) hardware constituting a tower platform to hold Communications Equipment; (i) access road improvements; (j) air conditioning equipment; (k) all lighting systems and light monitoring devices; (l) cable trays; (m) foundations and civil works; (n) external DB and earthing (external); (o) such other alterations, replacements, modifications and additions to the foregoing or (p) DC power systems/batteries. Notwithstanding the foregoing, Improvements do not include Towers, Communications Equipment or any other Excluded Assets.

 
“Included Lease” – means any Tenant Lease or other written agreement allowing any lessee, licensee or other occupant, to collocate its equipment on a Tower, provided that (A) (i) the Tenant is not subject to any insolvency or similar proceedings, (ii) the Tenant has not provided notice of an intent to (or to actually) terminate, not to renew, or repudiate the applicable Tenant Lease, in each case prior to the applicable Closing or end of the applicable Earn-Out Period, (iii) the Seller Party or Designated Target Company, as applicable, thereunder has not defaulted which would reasonably be likely to result in the termination or non-renewal of the Tenant Lease and the applicable cure period related thereto, if any, has elapsed and the applicable default (including payment of rent) thereunder has not been cured, or it would be impractical to cure during such cure period, (iv) any lease with GIT shall not be an Included Lease, (v) the applicable Tenant has not provided a written notice terminating or not renewing the applicable Tenant Lease or other agreement in accordance with the terms of such Tenant Lease or other agreement; provided that the termination notice delivered by Claro Panama, S.A. on June 2, 2023 with respect to the Claro Panamanian Leases shall not be deemed to have been delivered, shall be an Included Lease, and (B) the applicable Tenant (i) has commenced paying rent, (ii) and has not defaulted or made a late payment of rent that has been due for ninety (90) days or later, or otherwise materially breached the applicable Tenant Lease, and (iii) all respective equipment of the applicable Tenant is installed and operated under the applicable Tenant Lease (other than with respect to the Claro Panamanian Leases), provided, however, that such Tenant Lease or other agreement shall continue to be reflected in the Closing TCF and the Earn-Out TCF until the effective date of termination. For the avoidance of doubt, the definition of Included Lease shall not include any Tenant Lease or other such written agreement associated with Digicel and its Affiliates in Panama, or any Tenant Lease or other such written agreement associated with GIT and its Affiliates in any Territory, each of which shall be deemed not to be an Included Lease. “Incomplete WIP Site Consideration” – has the meaning set forth in Section 1.2(b)(ii). “Indebtedness” – means, with respect to any Person, but without duplication, in each case, as of immediately prior to the Closing but after giving effect to the Pre-Closing Restructuring, (a) all indebtedness of such Person for borrowed money (whether current or funded, short-term or long-term, fixed, or contingent, secured or unsecured) and all accrued interest thereon (other than accounts payable in the Ordinary Course of Business), (b) all obligations of such Person evidenced by bonds, notes, debentures, mortgages hedging and swap arrangements or contracts or other similar instruments other than trade payables, accrued expenses and liabilities to current and/or former employees incurred in the Ordinary Course of Business, (c) bonds, letters of credit or acceptances issued or created for the account of any Designated Target Company, but in each case only to the extent drawn, (d) all accrued and unpaid income Tax liabilities for any Pre-Closing Tax Period for which Tax Returns are first due (with extension) after the Closing Date or which are on extension at such time, calculated as of the end of the Closing Date, (e) liabilities for deferred purchase price of goods or services (other than trade payables or accruals in the Ordinary Course of Business) or property or other assets (including any “earn-outs”, purchase price adjustments or similar payments), (f) liabilities of such Person under any interest rate or currency swaps, collars, caps, hedging or similar obligations or agreements, which in no case shall be less than zero, (g) leases of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which liabilities are required to be classified and accounted for under IFRS as capital or finance leases (other than obligations under any Ground Leases) (“Capital Lease”), (h) all shareholder loans, (i) any deferred revenue, (j) accrued interest, premiums, penalties, and other obligations (including pre-payment penalties, breakage costs, redemption fees, costs and expenses) relating to the foregoing in clauses (a) through ( i) above through the Closing, and (k) all Indebtedness of others referred to in clauses (a) through (j) above guaranteed directly or indirectly (including under any “keep well” or similar arrangement) or

 
another forms of credit support obligations (including any Indebtedness that is secured under any indemnity, letter of credit, banker ’s acceptance or similar credit transaction), in each case, to the extent funds have been drawn and are payable thereunder. Notwithstanding the foregoing, “Indebtedness” shall not include any (i) obligations under operating leases that are not Capital Leases, (ii) obligations relating to outstanding checks, or (iii) deferred lease expense. “Indemnified Party” – any Person claiming indemnification under any provision of, and in accordance with, ARTICLE IX. “Indemnified Taxes” – means (a) any Taxes imposed on, or required to be withheld by, Seller or any Designated Target Company for all Pre-Closing Tax Periods to the extent in excess of the Tax reflected in Indebtedness (and net of any Tax payments (including estimated tax payments) made prior to the Closing with respect to such Straddle Period), including and any Taxes imposed under Treasury Regulations Section 1.1502-6 (or any predecessor or successor provisions thereof and any similar provision of state, local or non-U.S. Law), as a transferee or successor, or under any tax sharing agreements, tax indemnity agreements or other similar agreements; (b) Taxes with respect to the Purchased Assets attributable to a Pre-Closing Tax Period (including any such Taxes apportioned to a Pre-Closing Tax Period under Section 8.3(c)), (c) Taxes arising from or attributable to the Pre-Closing Restructuring; (d) any Transfer Taxes that are the responsibility of Seller pursuant to Section 8.2 (Transfer Taxes); (e) any withholding Taxes due with respect to the payment of the Designated Purchase Price Payment and (f) any Taxes imposed on Seller, Lati Parent, or Tigo Nicaragua with respect to any Tax period. “Indemnifying Party” – any Person against whom a claim for indemnification is being asserted under any provision of, and in accordance with, ARTICLE IX. “Independent Accountant” – means an internationally recognized independent public accounting firm jointly selected by the parties that has experience with accounting for companies residing in the Territories. “Intangible Personal Property” – any development rights, documents, technical matter and work product primarily used or held for use in connection with the Towers, Tower Sites and related Property, including any data, and similar electronic records, permits, environmental studies, construction, engineering, architectural, landscaping or other plans or drawings primarily related to the Towers and Tower Sites and any surveys, maps, site plans, plats and other graphics primarily relating to the Towers and Tower Sites, in each case regardless of medium and including all Intellectual Property rights therein, and any all other Intellectual Property primarily used in or held for use in connection with the Towers, the Tower Sites and related Property and all rights in security deposits from Tenants or held by Ground Lessors. “Intellectual Property” – any and all rights in intellectual property, industrial property and proprietary or confidential information arising in any jurisdiction throughout the world, whether registered or unregistered, including: (a) patents, patent applications patentable invent ions and other patent rights, together with all continuations, continuations-in-part, divisionals, reissues, extensions and reexaminations thereof; (b) trademarks, service marks, trade dress, logos, and corporate names and any other indicia of origin, and all registrations of and applications to register the foregoing and goodwill associated therewith; (c) copyrightable works of authorship, registrations thereof and applications to register the foregoing; (d) internet domain names and social media handles; (e) trade secrets, know-how, methods, processes, specifications, inventions, formulae, reports, customer lists, business plans and other proprietary information and rights; and (f) proprietary rights in software, computer programs, databases and data compilations

 
and related documentation, including in each case of the foregoing (a) -(f), the right to sue and recover for past, present and future infringement, misappropriation, or other violations thereof, and to collect past, present and future royalties, proceeds and other payments in relation thereto. “International Trade Laws” – any of the following: (a) any Laws concerning the importation of merchandise and other items (including technology, services, and software), including but not limited to those administered by U.S. Customs and Border Protection, (b) any Laws concerning the exportation or re-exportation of items (including technology, services, and software), including but not limited to those administered by the U.S. Department of Commerce or the U.S. Department of State, or (c) any economic sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), the U.S. State Department, the United Nations, the European Union, or the United Kingdom. “Knowledge of Seller” – means the actual knowledge of (i) Sarai Hernandez Pineda, (ii) Kelvin Silvestre Hernandez, (iii) Pablo Flores Sanchez, (iv) Fernando Lara, (v) Nussen Marancenbaum Cirbian, (vi) Victor Inchausti, (vii) Hernan Marino Montoya, (viii) Daniel Flores Urbina, (ix) Erwin Duncan, (x) Guillaume Duhaze, (xi) Karen Salas, (xii) Asela Gamage, (xiii) Michel Morin, (xiv) Oriol Salo (in each case, assuming the reasonable discharge of such person’s professional responsibility), in each case, after due inquiry. “Knowledge of the Company” – means the actual knowledge of Ricardo Ruiz and Fernando Cinci (assuming the reasonable discharge of such person ’s professional responsibility) after due inquiry. “Labor Union” means any labor union, works council or similar organization. “Land” means, as to each Tower Site, the tract of land or the rooftop area, owned leased, licensed, subleased or sublicensed by Seller or from the Ground Lessor by Seller, together with all easements and other rights appurtenant thereto. “Lati El Salvador” – means Lati El Salvador, S.A. de C.V., a Salvadoran sociedad anonima de capital variable. “Lati Guatemala” – means Lati Guatemala, S.A., a Guatemalan sociedad anonima. “Lati Honduras” – means Lati Honduras, S. de R.L. de C.V., a Honduran Sociedad de Responsabilidad Limitada. “Lati Honduras Minimum Cash Amount” means $5,000,000. “Lati Panama” – means Lati Infrastructure Panama, S.A., a Panama sociedad anonima. “Law” means any statute, rule, code, regulation, ordinance, decree or Order of, or issued by, any Governmental Authority. “Lease Schedule” – has the meaning set forth in the Master Lease Agreement. “Leased Real Property” – means the real property subject to the Ground Leases. “Leased Space” – has the meaning, with respect to any given Tower Site, set forth in the Master Lease Agreement.

 
“Legal Requirements” – means any constitution, international treaty, statute, law, ordinance, order, judicial or arbitral decision, rule or regulation of any Governmental Authority which pertains to the Acquired Property (or the business conducted therewith), the Assumed Liabilities, the parties hereto or the Contemplated Transactions. “Local Synthetic Lease Percentage” – means 10% of the total number of applicable Ground Leases in the applicable Territory. “Local Transfer Document” – has the meaning set forth in Section 5.9(c). “Losses” – any and all damages, fines, fees, penalties, liabilities, deficiencies, claims, losses, demands, judgments, settlements, actions, obligations and costs and reasonable out-of- pocket expenses (including reasonable fees and expenses of legal advisors and counsel and amounts paid in settlement); provided, that in no event shall Losses include any punitive, special or other similar damages, other than any such damages awarded to, or amounts payable under any contract with, any third party against an Indemnified Party (howsoever denominated) . “Material Adverse Effect” – any fact, circumstance, event, change, effect, condition, or occurrence that, either individually or in the aggregate, (i) is materially adverse to the ownership, use or operation of the Acquired Property in the applicable Territory taken as a whole, (ii) solely for purposes of Section 3.19, would reasonably be expected to result in a material criminal liability for the Company, Purchaser and/or their Representatives following and due to the acquisition of the Acquired Property in the applicable Territory as a result of a breach of Section 3.19 or (iii) would reasonably be expected to prevent, impair or materially delay the ability of Seller to perform its obligations hereunder or to consummate the Contemplated Transactions under this Agreement; provided, however, that for the purposes of clause (i), “Material Adverse Effect” shall not include the impact on such Acquired Property in the applicable Territory to the extent arising out of or attributable to (a) conditions or effects that generally affect the Business (including legal and regulatory changes) that do not disproportionately affect the Acquired Property in the applicable Territory relative to other companies that operate in the industry in the same Territory, (b) effects resulting from changes in general economic or political conditions that do not disproportionately affect the Acquired Property in the applicable Territory relative to other companies that operate in the industry in the same Territory, (c) effects resulting from changes affecting capital market conditions that do not disproportionately affect the Acquired Property in the applicable Territory relative to other companies that operate in the industry in the same Territory (including in each of clauses (a), (b) and (c) above, any effects or conditions resulting from an outbreak or escalation of hostilities, war, acts of terrorism, political instability or other national or international calamity, crisis, emergency, epidemic or natural disaster, or any governmental or other response to any of the foregoing, in each case whether or not involving the Territories, that do not disproportionately affect Seller or the Acquired Property in the applicable Territory relative to other companies that operate in the industry in the same Territory), (d) effects resulting from changes in laws after the date of this Agreement or generally accepted accounting principles (as in effect on the date of this Agreement) that do not disproportionately affect the Acquired Property in the applicable Territory relative to other companies that operate in the industry in the same Territory, or (e) the effects of this Agreement or the Contemplated Transactions resulting from (i) the identity of the Company or Purchaser, or (ii) actions required to be taken by Seller pursuant to and in compliance with the express terms and conditions of this Agreement, or any actions taken by Seller with the prior written consent of the Company or Purchaser. For the avoidance of doubt, Material Adverse Effect shall be measured on a Territory- by-Territory basis in connection with the Closing of each applicable Territory and shall not be

 
measured against any forward-looking statements, financial projections or forecasts of Seller or any of its Subsidiaries. “Material Contracts” – means any Contract that is, or could reasonably be expected to be, material to the Acquired Properties, Business or Designated Target Company in each Territory, and without limiting the generality of the foregoing, “Material Contracts” shall include: (i) each of the Contracts listed on any subsection of Schedule 3.15 relating to such Territory; (ii) any Operational Contract (A) for consideration in excess of $250 per Tower Site (or the local currency equivalent) per year (and identifying if such payment obligation is recurring in nature or otherwise) or (B) that contain material indemnification or other material obligations of the Designated Target Company that are still in effect; (iii) any Contract, other than Operational Contracts, pursuant to which the Designated Target Company may be entitled to receive or obligated to pay more than $50,000 (or the local currency equivalent) per calendar year that cannot be cancelled by the Designated Target Company without material penalty upon no more than sixty (60) days’ notice; (iv) any Contract that contains a “most-favored-nation” clause or similar term that provides preferential pricing or treatment that cannot be cancelled by the Designated Target Company without material penalty upon no more than sixty (60) days’ notice; (v) any Contract that provides for a “single source” supply to the Designated Target Company; (vi) any Contract pursuant to which a Seller Party (relating to the Business) or a Designated Target Company has formed or agreed to form a partnership, joint venture or other similar arrangement involving the sharing of profits; (vii) any Contract that limits or purports to limit the ability of the Designated Target Company to (A) compete or freely engage in any line of business or with any Person or in any geographic area or during any period of time, (B) solicit any individuals for employment, and in each case that cannot be cancelled by the Designated Target Company without material penalty upon no more than sixty (60) days’ notice , or (C) solicit any customers or suppliers; (viii) any Contract requiring or otherwise relating to any future capital expenditures by the Designated Target Company in excess of $500 per Tower Site per year in the aggregate (or the local currency equivalent); (ix) any Contract granting an Encumbrance (other than a Permitted Exception) upon any material asset of or security issued by the Designated Target Company; (x) any Contract granting to any Person (other than the Designated Target Company) (A) an option or a right of first refusal, right of first-offer or similar preferential right to purchase or acquire any ownership interest or assets of the

 
Designated Target Company or (B) a right of first refusal or right of first-offer to purchase or acquire any Tower and/or Tower Site in which an interest is held by a Seller Party (relating to the Business) or the Designated Target Company; (xi) any Contract that has as a counterparty any Governmental Authority; and (xii) any Contract for marketing or similar arrangements with respect to the Towers or Tower Sites. “Measurement Time” – means 12:01 a.m. on the applicable Closing Date. “Microcell Facilities” – means mobile “mini cell towers” that allow for mobile connectivity for devices. “Millicom” – has the meaning set forth in the Preamble. “Millicom Guarantor” – has the meaning set forth in the Master Lease Agreement. “Missing Permit” – means any Governmental Authorization for a Purchaser Site that may not be in place as of the effective date. “MLA Guarantees” – means the guarantees of Towerco Guarantor and Millicom Guarantor set forth in Section 37 of the Master Lease Agreement. “Municipal Fees” – means recurring payments, taxes or fees paid (or payable) to a municipal Governmental Authority related to the ownership, and operation of the Towers or Tower Sites. “Net Adjustment Amount” means, in connection with and respect to the Closing hereunder, an amount (which may be expressed as a positive or negative number) equal to the difference between (i) the finally determined Purchase Price, minus (ii) the Designated Purchase Price Payment actually paid at the Closing (subject to the terms of Section 1.4(a)(i)); provided, that, with respect to any change to the amount of the TCF Earn-Out Advancement, the Net Adjustment Amount shall be calculated taking into account the TCF Earn-Out Advancement Cap, which shall mean, for clarity, that any negative adjustment based on the TCF Earn-Out Advancement shall be limited only to reducing the amount of the TCF Earn-Out Advancement actually paid by Purchaser subject to the TCF Earn-Out Advancement Cap. “Offers of Employment” – has the meaning set forth in Section 5.16(c). “Operational Contracts” – all Contracts under which the Designated Target Companies have acquired ownership of, or the right to use and exploit, any Towers, and/or Tower Sites (including any Easements appurtenant thereto). “Order” – any award, decision, injunction, judgment, writ, decree, order, ruling, subpoena, or verdict entered, issued, made, or rendered by any court, administrative agency, or other Governmental Authority or arbitral tribunal.

 
“Ordinary Course of Business” – with respect to each Designated Target Company, the ordinary and usual course of day-to-day operations of such Designated Target Company consistent with past practice. “Organizational Documents” – (a) the memorandum and articles of organization, association or incorporation and the operating agreement of a limited liability company or similar organizational documents of another entity; (b) any charter or similar document adopted or filed in connection with the creation, formation, or organization of a Person; and (c) any amendment to any of the foregoing. “Passive Infrastructure” – means the group of passive elements in a telecommunications site including the tower, spire, mast and metallic infrastructure, civil works, enclosure and passive security elements, luminaries, grounding system and security barriers. It does not include energy- related equipment, Communications Equipment or real estate. “Permit Deficiency” – has the meaning set forth in the Master Lease Agreement. “Permitted Exceptions” – (i) any lien, encumbrance, easement, right of way, title defect, encroachment, restriction, Governmental Authorization or other fact or circumstance that does not and would not reasonably be expected to, individually or in the aggregate, negatively impact in any material respect Purchaser’s ability to use a Tower Site as intended to be used by Seller immediately prior to the Closing Date; (ii) liens arising in the Ordinary Course of Business and securing obligations not yet due and payable and which will timely be paid by Seller, (iii) mechanics’ liens or similar liens the discharge of which is the responsibility of Tenants under Tenant Leases, or which secure amounts not yet due and payable and which will timely be paid by a Seller Party; (iv) ad valorem taxes not yet due and payable and (v) non-exclusive licenses of Intellectual Property or Intangible Personal Property entered into the Ordinary Course of Business; provided that Permitted Exceptions shall not include any restrictions under Ground Leases on subleasing. “Person” – any individual, company, corporation (including any non-profit corporation), close corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Labor Union, or other entity or Governmental Authority. “Plan” – means each written and unwritten incentive, commission, equity-based, employment, individual independent contractor, individual consultant, vacation or other paid leave, severance, change in control, retention, deferred compensation, profit sharing, retirement, health, welfare, fringe benefit or other employee benefit or compensation plan, program, agreement or arrangement maintained, sponsored or contributed to, or required to be contributed to, for the benefit of any Service Provider. “Pre-Closing Restructuring” – means all actions and steps to be taken and consummated by Seller and its Subsidiaries prior to the Closing Date, as set forth in the Pre-Closing Restructuring Plan or EXHIBIT G, as applicable pursuant to Section 5.15. “Pre-Closing Tax Period” – means any tax period ending on or before the Closing Date, including the portion of any Straddle Period ending on the Closing Date. “Pre-Closing Tax Returns” – has the meaning in Section 8.3(a).

 
“Pre-Closing Taxes” – with respect to any Designated Target Company, Taxes of such Designated Target Company for Pre-Closing Tax Periods in excess of the amount of Taxes of such Designated Target Company included in clause (e) of “Indebtedness”. “Pre-Existing Conditions” – has the meaning set forth in Exhibit H. “Pre-Paid Ground Lease” means a prepaid ground lease in the form attached hereto as Exhibit K. “Proration Amount” – has the meaning set forth in Section 1.3. “Proceeding” – any action, arbitration, hearing, investigation, audit, inquest, litigation or suit (whether civil, criminal, administrative, investigative, or informal) commenced, brought, conducted, or heard by or before, or otherwise involving, any Governmental Authority or arbitrator. “Property” – collectively, the Tigo Lease Agreements, the Ground Leases, the Easements, the Tenant Leases, the Intangible Personal Property, the Purchased Improvements and the Tangible Personal Property, in each case as they relate to the Towers and Tower Sites. “Purchased Assets” – has the meaning set forth in the Recitals. For the avoidance of doubt, Purchased Assets primarily relating to Existing WIP Sites shall only be transferred when the Existing WIP Site is transferred as a Completed WIP Site. “Purchased Improvements” – means any of the following Improvements owned by Seller and/or its Affiliates and related to the operation of the Towers that are located at any Tower Site: (i) equipment pads or raised platforms capable of accommodating exterior cabinets or equipment shelters and access for the placement and servicing of other Improvements; (ii) Towers ’ earthing equipment, (iii) grounding rings; (iv) fencing, site walls, and any site security equipment (other than site security equipment exclusively protecting Communications Equipment or Seller Retained Improvements); (v) signage; (vi) hardware constituting a tower platform to hold Communications Equipment; (vii) access road improvements; (viii) all lighting systems and light monitoring devices; (ix) cable trays; and (x) foundations and civil works. For the avoidance of doubt, the Purchased Improvements shall not include (a) any Seller Retained Improvements; (b) generators and associated fuel tanks; (c) air conditioning equipment; (d) any buildings, warehouses, huts, containers, shelters or exterior cabinets; and (e) transformers. “Purchased Interests” – means the Equity Interests of Lati Parent and, if the Equity Interests of Lati Honduras are sold to Purchaser (or a Designated Purchaser) pursuant to Section 5.25 subsequent to the sale of the Equity Interests of Lati Parent, then also the Equity Interests of Lati Honduras. “Purchaser Parties” – means Purchaser, the Company and each Designated Purchaser. “Purchaser Proration Amount” – means any net Proration Amount for which Seller shall have the obligation to make a payment to Purchaser pursuant to Section 1.3 and Section 8.5. “Purchaser Site” – means a site owned by Purchaser or its Affiliates prior to the execution and delivery of this Agreement, or a site acquired by Purchaser or its Affiliates from a third-party after the Closing and during the Earn-Out Period.

 
“Representative” – with respect to a particular Person, any director, board committee member, officer, employee, agent, manager, consultant, advisor, or other representative of such Person, including legal advisors, counsel, accountants, and financial advisors. “Restricted Cash” – means any cash and cash equivalents not freely distributable to Sellers due to constraints or restrictions under Law or Contract or otherwise of the type commonly referred to as restricted cash, including security deposits, cash escrowed or deposited with third parties and cash posted to support letters of credit, performance bonds or similar obligations, including cash held for the cost of repatriation to the U.S. and any cash or other non-monetary consideration used by Seller or its Affiliates to offset accounts receivables. “Restructuring Review Period” – has the meaning set forth in Section 5.15(b). “RGR Costs” – means, for any applicable period of determination, the recurring ground rights costs paid or payable for the Tower Sites (which, for the avoidance of doubt, shall include any increased rent resulting from renegotiations of any ground rights following the Closing, provided, that, in the event Purchaser has either completed a Buyout, Buydown, or Prepayment of ground rent during the applicable measurement period, the associated recurring ground rights costs for the applicable Tower Site shall be deemed to be an amount equal to the associated recurring ground rights costs from the Closing plus the escalators from the assigned Ground Lease as if no Buyout, Buydown or prepayment had occurred (and the applicable Ground Lease continued in effect (and RGR Costs thereunder remained payable) through the expiration of the applicable measurement period, not taking into account the expiration or other termination of such Ground Lease); provided further that, RGR Costs shall include (x) the RGR Lopez Resolution Amount and (y) the recurring ground rights costs paid or payable for the Tower Sites pursuant to the lease agreements referenced in item 7 on Exhibit 6.8(b). “RGR Lopez Resolution Amount” means the monthly rent contemplated to be payable to Tigo under the Tigo-Lati Sub-Sublease, which is to be equal to 50% of the aggregate amount of the monthly rent paid by Tigo under the Azaleas-Tigo Subleases as of the date of this Agreement. “Sanctioned Country” – any country or territory that is the target of comprehensive sanctions Laws (as of the date of this Agreement, Cuba, Iran, North Korea, Syria, the Crimea region, and the so-called Donetsk and Luhansk People’s Republics) as administered by the U.S. government, including, without limitation, OFAC and the U.S. Department of State. “Sanctioned Person” – (i) any individual or entity that is the target of U.S., UK, or EU (including EU Member States) economic sanctions Laws, including, without limitation, persons listed on the U.S. Treasury Department’s Office of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons List, (ii) any individuals or entities owned 50% or more, individually or in the aggregate, by such individuals or entities described in clause (i), or (iii) any individual or entity located or ordinarily resident in or organized under the laws of a Sanctioned Country. “Section 6.9 Matter” – has the meaning as set forth in Schedule 6.9. “Section 6.10 Matter” – means the commercial relationship between the Seller Parties and Las Azaleas. “Seller” has the meaning set forth in the Preamble.

 
“Seller Expenses” – means (without any double counting of items included in Indebtedness) (i) any retention, single trigger, or transaction related bonuses or other discretionary bonuses, severance obligations, termination indemnities, and/similar payments or benefits (whether provided pursuant to local law or otherwise), change in control bonuses and similar bonuses, phantom equity, retention, “stay-put” or other compensatory payments, in each case payable to any Service Provider as a result of the execution of this Agreement or consummation of the transactions contemplated by this Agreement and the employer portion of any Taxes related thereto, (ii) any legal, accounting, financial advisory and other third party advisory or consulting fees and other expenses incurred by the Designated Target Companies on behalf of themselves or Seller in connection with the transactions contemplated by this Agreement or the Transaction Documents, (iii) the Telcor assignment costs in the Territory of Nicaragua in connection with the conveyance of any Missing Permits for the Towers that constitute Purchased Assets, (iv) [intentionally omitted], (v) any consent or similar fee, and related cost for the resolution of the Section 6.9 Matter, (vi) any unpaid portions attributable to Seller pursuant to Section 5.13(b), and (vii) cost, fees expenses and any other amounts payable in connection with the purchase of the directors’ and officers’ tail or runoff insurance program. Notwithstanding the foregoing, Seller Expenses shall not include any fees or expenses incurred by the Designated Target Companies in connection with Purchaser’s financing for the transactions contemplated hereby or any fees or expenses of Purchaser or any of its Affiliates. “Seller Parties” – means Seller, each Designated Target Company and each other controlled Affiliate of Seller as applicable hereunder. “Seller Proration Amount” – means any net Proration Amount for which Purchaser shall have the obligation to make a payment to Seller pursuant to Section 1.3 and Section 8.5; provided, that notwithstanding anything to the contrary in such Sections or otherwise in this Agreement, any proration adjustment owing by Purchaser to Seller hereunder will be limited to the amount of prorations and adjustments for which Seller has made an actual payment prior to 12:01 am (Eastern time) on the applicable Closing; and provided, further, that Purchaser will also get a credit in the determination of any Seller Proration Amount hereunder for proration amounts for which Purchaser will make any payment following the Closing for periods prior to 12:01 a.m. (Eastern time) on the Closing Date. “Seller Related Parties” – has the meaning set forth in Section 5.2(a)(xiii). “Seller Related Party Agreements” – has the meaning set forth in Section 3.17. “Seller Retained Improvements” – shall mean any of the following Improvements located at any Tower Site as of the date of this Agreement: (i) buildings, warehouses, huts, containers, shelters or exterior cabinets; (ii) electrical transformers, electric poles, generators and associated fuel tanks; (iii) site monitoring devices (exclusively monitoring Seller ’s Communications Equipment or Seller Retained Improvements); (iv) electrical, f iber optic and any other cables and associated runs and connections for utility service up to and including the meter; (v) DC power systems/batteries, and (vi) air conditioning equipment; provided, however that each of the aforementioned clauses (i) to (vi), are not used for or are related to any third party tenants. “Seller Tax Matter” – shall mean (i) amending or re-filing a Tax Return of any Designated Target Company for a Pre-Closing Tax Period or Straddle Period; (ii) making or revoking an election on any Tax Return filed after the Closing Date which election or revocation would have effect retroactively to a Pre-Closing Tax Period; (iii) extending or waiving the applicable statute of limitations with respect to a Tax of any Designated Target Company for a Pre-Closing Tax Period

 
or Straddle Period; (iv) filing any ruling request with any Governmental Authority that relates to Taxes or a Tax Return of any Designated Target Company for a Pre-Closing Tax Period or Straddle Period; or (v) entering (or pursuing) any voluntary disclosure agreements with any Governmental Authority that relate to Taxes or a Tax Return of any Designated Target Company for any Pre-Closing Tax Period or Straddle Period. “Senior Management” – shall mean with respect to: (i) Seller, the chief executive officer and the chief financial officer; and (ii) the Company and Purchaser, the general counsel of the Company. “Service Provider” – means any current or former employee, officer or director, or, to the extent dedicated primarily to Seller or the Business, any consultant or independent contractor (including any advisor who is a natural person), in each case, of a Designated Target Company or Seller and related to the Business. “Site OpEx” – means, for any applicable period of determination, direct costs attributable to a Tower Site, either expensed or capitalized, and any recurring payments shall be straightlined and annualized and applied to such applicable period of determination. Without limiting the generality of the foregoing, Site OpEx shall include maintenance costs, site management costs, access control costs, energy costs, utility costs not attributable to tenant equipment usage (to the extent it is not the responsibility of a third party landlord to pay), site fees, security costs, Municipal Fees, permit expense (including environmental permit expense), insurance, property taxes, and any amount of any other recurring expenses that Seller is obligated prior to the Closing to pay in connection with the ownership or operation of the Tower Site and any direct costs (whether recurring or one-time attributable) to each applicable Tower Site in connection with the resolution of the Section 6.10 Matter. EXHIBIT I attached hereto sets forth the agreed amount of the Site OpEx expense line items listed therein for the Territory and, for purposes of the determination of Site OpEx for any period of determination with respect to the Site OpEx the amount of the portion of Site OpEx attributable to such line items for the specified period shall be calculated based on an amount equal to the amount set forth on EXHIBIT I; provided, that, for the avoidance of doubt, EXHIBIT I is, and shall be deemed to, constitute an exclusive items of costs to be included as Site OpEx. “Site OpEx Baseline Amount” the agreed amount of the Site OpEx expense line items listed on EXHIBIT I for the Territory. “Site Revenues” – means, for any applicable period of determination, the cash rent payments attributable to a Tower Site; provided, that rent payments (a) shall not include (and be determined net of) any security deposits, prepaid rents (unless taken into income by Purchaser or an Affiliate thereof), refunds to tenants, sales, property, excise or similar taxes imposed by Governmental Authorities and collected from subtenants and pass through expenses collected from any tenants, (b) shall not include (and be determined net of) revenue associated to an Included Lease that collocates on a Tower Site that was previously installed on a Purchaser Site but churned off and relocated to the Tower Site, (c) shall not include (and be determined net of) revenue associated to a Tenant Lease that is not an Included Lease, (d) shall include, in the case of prepaid rent, an apportioned amount of such prepaid rent attributable to applicable measurement period, and (e) shall include the cash rent payments attributable to the Tower Site in accordance with the terms and conditions of the Master Lease Agreement. For the avoidance of doubt, all revenues associated to Digicel in Panama are not considered part of this calculation. Site Revenues shall exclude any cash rent paid over to Seller or any of its Affiliates.

 
“Standard Increase” - means an increase in the first year annual rent thereunder as compared to the immediately preceding year of such Ground Lease to be equal to or less than the applicable Territorial Rent Increase Cap (as defined in EXHIBIT H hereto), without any change to the annual rent escalators under the Ground Lease. “Subsequent Closing” – the closing or closings of the Contemplated Transactions that the parties hereto authorize that are to take place in accordance with Section 2.1 following the First Closing. “Subsidiary” – with respect to a particular Person, any corporation, partnership, limited liability company, limited liability partnership, joint venture, company or other legal entity of which such Person (either alone and/or through and/or together with any other Subsidiary) owns, directly or indirectly, more than fifty percent (50%) of the voting stock or other equity or partnership interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such legal entity or of which such Person controls the management. “Synthetic Contract” – means any lawful and commercially reasonable arrangement (which may include subcontracting, subleasing or sublicensing) entered into by and between Seller, its Affiliates or Designated Target Company, on the one hand, and Purchaser or its Affiliates, on the other hand for the benefit of Purchaser or Designated Purchaser, on terms reasonably acceptable to Purchaser and Seller. “Synthetic Contract Condition” means that Synthetic Contracts for applicable Ground Leases in such Territory make up no more than the Local Synthetic Lease Percentage for such Territory. “Tangible Personal Property” – all furniture, fixtures, inventory and other items of personal property owned by Seller and used in connection with the ownership or operation of the Towers and Tower Sites, but specifically excluding any Towers, Communications Equipment and any other Excluded Assets. “Tax” and “Taxes” means and includes (i) any and all taxes, including, without limitation any and all income, gross receipts, franchise, rate, license, severance, stamp, occupation, premium, environmental, customs duties, capital stock, profits, unemployment, disability, real property, personal property, intangible property, abandoned property, escheat, transfer, registration, value added, estimated, sales, use, excise, withholding, employment, payroll, social security taxes, and similar assessments, charges, and fees (including interest, penalties and additions to such taxes, penalties for failure to file or late filing of any return, report or other filing, and any interest in respect of such penalties and additions) imposed or assessed by any federal, state or local taxing authority (or any political subdivision thereof or therein) , (ii) any and all liability for the payment of any items described in clause (i) above as a result of being (or ceasing to be) a member of an affiliated, consolidated, combined, unitary or aggregate group (or being included (or being required to be included) in any Tax Return related to such group) and (iii) any and all liability for the payment of any amounts as a result of any express or implied obligation to indemnify any other person, or any successor or transferee liability, in respect of any items described in clause (i) or (ii) above. “Tax Authority” means any Governmental Authority having authority with respect to any Tax matters.

 
“Tax Return” – any return (including any information return), report, statement, schedule, notice, form, or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Authority in connection with the determination, assessment, collection, or payment of any tax or in connection with the administration, implementation, or enforcement of or compliance with any Legal Requirement relating to any tax. “TCF” means, with respect to any given Site, the amount that is (i) Site Revenues (which, for the avoidance of doubt, shall be (x) the Closing Site Revenues for TCF determined as of the Closing and (y) Earn-Out Site Revenues for TCF determined for the Earn-Out Period), minus (ii) the amount that is (A) Site OpEx (which, for the avoidance of doubt, shall be (x) the Closing Site OpEx for TCF determined as of the Closing and (y) Earn-Out Site OpEx for TCF determined for the Earn-Out Period), plus, if applicable, (B) RGR Costs (which, for the avoidance of doubt, shall be (x) the Closing RGR Costs for TCF determined as of the Closing and (y) Earn-Out RGR Costs for TCF determined for the Earn-Out Period). (iii) In all cases, the TCF will be calculated and confirmed using: (i) the amount, rates and figures in effects as of the date of this Agreement; and (ii) to the extent that rent is paid or payable on an other-than-monthly basis, rent for the month shall include an apportioned amount of such rent attributable to such month. Notwithstanding anything to the contrary herein, TCF for all purposes of this Agreement shall not include (and be deemed net of) any TCF associated with any Existing SBA- Tigo Lease Agreement that switches to coverage under the applicable Master Lease Agreement for the Territory. “TCF Earn-Out Advancement” – means (i) if the Closing TCF for the applicable Territory determined in connection with the Closing is greater than the applicable TCF Target associated with such Territory and Closing, then an amount equal to the absolute value of such excess amount, multiplied by the applicable TCF Earn-Out Multiple (provided, that, notwithstanding the actual determination of the TCF Earn-Out Advancement, in no event shall the amount paid by Purchaser in respect of the TCF Earn-Out Advancement exceed the TCF Earn-Out Advancement Cap); and (ii) if the Closing TCF for the applicable Territory determined in connection with the Closing is equal to or less than the applicable TCF Target associated with such Territory and Closing, then there will be no TCF Earn-Out Advancement in connection with such Closing hereunder. “TCF Earn-Out Advancement Cap” – means an aggregate amount, which may not be less than $0, equal to (i) $15,000,000 minus (ii) the “TCF Earn-Out Advancement” paid on an aggregate basis that has been subject to one or more Closings as of the applicable determination date. For the avoidance of doubt, if more than one Closing occurs contemporaneously then they shall be deemed to occur sequentially (as reasonably determined by Purchaser) such that the aggregate “TCF Earn-Out Advancement” paid with respect thereto shall not exceed $15,000,000. “TCF Earn-Out Multiple” – means (i) to the extent derived from Existing WIP Sites, the applicable Multiple for Core Business in the applicable Territory and (ii) to the extent derived from New Leases, the Multiple for Leaseups.

 
“TCF Shortfall” – means (i) if the Closing TCF for the applicable Territory determined in connection with the Closing is less than the applicable TCF Target associated with such Territory and Closing, then an amount equal to the absolute value of such shortfall amount, multiplied by the applicable TCF Shortfall Multiple; and (ii) if the Closing TCF for the applicable Territory determined in connection with the Closing is equal to or greater than the applicable TCF Target associated with such Territory and Closing, then there will be no TCF Shortfall in connection with such Closing hereunder. For the avoidance of doubt, as further described in this Agreement, for purposes of calculating Closing TCF for purposes of determining whether or not there is a TCF Shortfall, Closing Site Revenue shall not include any Site Revenues to the extent derived from Tenant Leases entered into, modified, or amended following the date as set forth in EXHIBIT F provided that such Site Revenue may be included for purposes of determining a TCF Earn-Out Advancement. “TCF Shortfall Multiple” – means the multiple for the applicable Territory as set forth in EXHIBIT F under the heading “Transaction Multiple”. “TCF Target” – means the aggregate tower cash flow target for the applicable Territory as set forth in EXHIBIT F. “Tenant Leases” – the leases, licenses, collocations, tenancies and other occupancy agreements listed on Schedule 3.15(b) pursuant to which any Person (other than Seller or any of its Affiliates) is granted the right to use space or install equipment on the Towers or in any of the Improvements located on the Tower Sites, including any provisions of the related master leases incorporated into such leases, licenses, tenancies or other occupancy agreements. “Tenants” – each of the lessees, licensees or other occupants under the Tenant Leases. “Territories” or “Territory” – has the meaning set forth in the Master Lease Agreement. “Tigo Nicaragua” - means Telefonía Celular de Nicaragua S.A., a Nicaraguan sociedad anonima. “Tower Sites” – the Leased Real Property or Owned Real Property, which, for the avoidance of doubt shall include Existing WIP Sites. “Towerco Guarantor” – has the meaning set forth in the Master Lease Agreement. “Towers” – the Passive Infrastructure located on the Tower Sites listed on Schedule 1(c) hereto, the Completed WIP Sites as listed on Schedule 1(b) hereto that are conveyed to Purchaser at the Closing, and any Incomplete WIP Sites that shall be completed and conveyed to Purchaser in accordance with EXHIBIT 1.2(b) following Closing as set forth in Section 1.2(b)(ii). “Transaction Documents” - means the following documents: (i) each Master Lease Agreement (together with the ancillary agreements thereto), (ii) this Agreement (together with the ancillary agreements hereto), (iii) the Build-to-Suit Agreement (together with the ancillary agreements thereto), (iv) the Transition Services Agreement and (v) the Service Level Agreement and any other agreements, certif icates and documents entered into by, between or among the parties and/or their respective Affiliates in connection with the Contemplated Transactions or the Transaction Documents. “Treasury Regulations” means the Treasury regulations promulgated under the Code.

 
“Update” – has the meaning set forth in Section 5.10. “VAT” – means goods and services Tax, value added Tax and other similar transactional indirect Taxes (but excluding transfer Tax, stamp duty and other similar Taxes). “WIP Site Cash Amount” – means US$110,000. “WIP Site Consideration” – has the meaning set forth in Schedule 1.2(b). [Remainder of page intentionally left blank]

 
AMERICASACTIVE:20101657.34 EXHIBIT D {Reserved}

 
EXHIBIT E Transition Services Agreement (attached)

 
EXHIBIT F Tower Cash Flow Target (attached)

 
EXHIBIT G Pre-Closing Restructuring [To be populated in accordance with the Agreement]

 
EXHIBIT H Pre-Existing Condition Remediation (attached)

 
EXHIBIT I Site OPEX Baseline 1. Table of the Annual OpEx per Site Annual Opex/Site in USD Country Guatemala Honduras Panama El Salvador Nicaragua Maintenance Opex $637.16 $643.14 $640.95 $640.06 $655.11 Site Management $0.00 $17.78 $0.00 $37.32 $225.13 Access Controls $12.20 $126.11 $20.68 $20.07 $122.12 Energy Costs $69.60 $69.60 $69.60 $69.60 $69.60 Site Fees & Permits $105.19 $250.60 $0.00 $2,351.14 $0.00 Insurance $32.16 $28.40 $20.08 $26.31 $53.77 Property Taxes $0.00 $0.00 $0.00 $0.00 $0.00 Other $0.00 $0.00 $0.00 $0.00 $0.00 2. Energy Plugs Sites with the Opex Country Guatemala Honduras Panama El Salvador Nicaragua Number of sites 1909 1423 287 425 353 3. The Insurance shall be fixed at the number referred to the table referred above.

 
EXHIBIT J Form of Build-to Suit-Agreement (attached)

 
EXHIBIT K Form of A&R Ground Lease with Seller Affiliated Entities (attached)

 
EXHIBIT 1(a) Applicable Leased Space (attached)

 
EXHIBIT 1.2(b) Completed WIP Site “Tower/Rooftop Completion Requirements” I. Technical Specifications: a. Design specification- ANSI/TIA EIA-222-G, Exposure Category per site specific conditions and Topographic Category per site specific conditions. II. Elements of a Complete Site: a. Existence of an additional easement (for electricity and fiber optic access), in the case the site is powered using grid connection and connected to Tigo network using fiber optics b. Electricity or an alternative power source installation completed c. One concrete pad for installed Anchor Tenant equipment. d. Ground mesh system installed, according to the specifications of the Tower e. Tower trays installed f. Tower ladder and lifeline installed (if required) g. Supports for the RF antennas installed by the Anchor Tenant, according to the specifications of the Tower h. Tower erected according to the height shown in the plans, specifications and approved in the Permits. Tower painted according to Permits i. Lighting system installed in accordance with the regulations required by Law j. Perimeter fence installed in accordance with the plans, technical specifications and within the leased area according to the Ground Lease. k. Ground Lease signed by all the corresponding Persons l. “As Built” topography confirming that the access and the Tower have been built within the leased area. Likewise, confirm the name of the registered owner of the land where the site is located and the registration information of the property m. All required Permits have been obtained: n. Enough of the Anchor Tenant’s equipment is installed (including RF and microwave antenna mounts per Tower specifications) in accordance with the Master Lease Agreement and Anchor Tenant’s requirements in order for the Anchor Tenant to operate at such Site and Anchor Tenant is ready to commence paying rent under the applicable Master Lease Agreement.

 
EXHIBIT 6.8(a) Seller Closing Instruments and Documents 1. copy of the Master Lease Agreement duly executed by Millicom Guarantor as guarantor, and Seller’s applicable Affiliates. 2. copy of the Build-to-Suit Agreement duly executed by Seller as guarantor, and Seller’s applicable Affiliates. 3. copy of the Transition Services Agreement duly executed by Seller. 4. the Officer’s Certif icate described in Section 6.4. 5. resignation, release and indemnity letters referred to in Section 5.16. 6. a copy of the applicable Contract or Contracts for the Related Leasing Arrangements in the Territory in accordance with Section 5.27, duly executed by the applicable parties as determined under Section 5.27 affiliated with Seller. 7. Closing Statement in relation to the applicable Closing duly executed by Seller. 8. the agreed upon list of all such Tenant Leases and respective Delayed Site Price for such Territory as set forth in Schedule 1.6(b) if such Tenant Lease was an Included Lease at the applicable Closing

 
EXHIBIT 6.8(b) Seller Tower Site Closing Instruments and Documents 1. assignments of Ground Leases or novation agreements with respect to the Tower Sites included in such Closing in a form reasonably acceptable to each party, in each case in customary form that will also provide for collocation; provided, that in no event shall such assignments contain any representations or warranties other than those contained in and subject to the limitations set forth in this Agreement. 2. assignments of Tenant Leases or novation agreements with respect to the Tower Sites included in such Closing, in each case in customary form and reasonably acceptable to each party; provided, that in no event shall such assignments contain any representations or warranties other than those contained in and subject to the limitations set forth in this Agreement. 3. (i) with respects to the Purchased Assets, a Bill of Sale in customary form and an invoice with respect to the Tangible Personal Property and Intangible Personal Property included in such Closing; provided, that in no event shall such Bills of Sale contain any representations or warranties other than those contained in and subject to the limitations set forth in this Agreement, and (ii) with respect to the Purchased Interests, a stock power in the form and substance reasonably acceptable to Purchaser. 4. Lease Schedules with respect to the Tower Sites included in such Closing 5. Officers’ Certif icates duly executed by the Seller Parties. 6. three (3) digital or electronic copies of all documents and other information that is included in the Project Beam virtual data room with respect to the Closing Territory. 7. Pre-Paid Ground Leases for the applicable Territory duly executed by the applicable Seller Parties for land owned by a Seller Party in which a Tower is located.

 
EXHIBIT 7.7(a) The Company’s and Purchaser’s Closing Instruments and Documents 1. a copy of the Master Lease Agreement, duly executed by Purchaser as guarantor, and Purchaser’s applicable Affiliates that is Towerco (as defined therein). 2. a copy of the Build-to-Suit Agreement, duly executed by Purchaser as guarantor. 3. a copy of the Transition Services Agreement, duly executed by Purchaser. 4. the Officer’s Certif icates described in Section 7.4. 5. a copy of the applicable Contract or Contracts for the Related Leasing Arrangements in the Territory in accordance with Section 5.27, duly executed by the applicable parties as determined under Section 5.27 affiliated with Purchaser. 6. Closing Statement in relation to the applicable Closing duly executed by Purchaser . 7. the agreed upon list of all such Tenant Leases and respective Delayed Site Price for such Territory as set forth in Schedule 1.6(b) if such Tenant Lease was an Included Lease at the applicable Closing.

 
EXHIBIT 7.7(b) Purchaser’s Closing Instruments and Documents 1. assignments of Ground Leases with respect to the Tower Sites included in such Closing in a form reasonably acceptable to each party, if applicable; provided, that in no event shall such assignments contain any representations or warranties other than those contained in and subject to the limitations set forth in this Agreement, or require assumption of any liabilities (known or unknown) other than Assumed Liabilities. 2. assignments of Tenant Leases or novation agreements with respect to the Tower Sites included in such Closing, in each case in customary form and reasonably acceptable to each party, if applicable; provided, that in no event shall such assignments contain any representations or warranties other than those contained in and subject to the limitations set forth in this Agreement. 3. Bills of Sale in customary form and an invoice with respect to the Tangible Personal Property and Intangible Personal Property included in such Closing; provided, that in no event shall such Bills of Sale contain any representations or warranties other than those contained in and subject to the limitations set forth in this Agreement. 4. Lease Schedules with respect to the Tower Sites included in such Closing. 5. the Officer’s Certif icates described in Section 7.4. 6. Pre-Paid Ground Leases for the applicable Territory duly executed by the applicable Purchaser Parties for land owned by a Seller Party in which a Tower is located.

 
Schedule 1 Purchased Assets (attached)

 
Schedule 1(a) Applicable Base Amount Designated Target Company Applicable Base Amount Transaction Multiple Lati Guatemala, S.A. US$457m 11.8469 Lati El Salvador, S.A. de C.V. US$159m 11.8469 Lati Infrastructure Panama, S.A. US$78m 11.8469 Lati Honduras, S. de R.I. de C.V. (subject to Section 5.25) US$220m 11.8469 Telefonía Celular Nicaragua S.A. US$61m 11.8469 For the avoidance of doubt, there is no independent Applicable Base Amount or Transaction Multiple for any Designated Target Company except as described above.

 
Schedule 1(b) Existing WIP Sites (attached)

 
Schedule 1(c) Tower Sites (attached)

 
Schedule 1(d) Purchased Microcell Facilities and COWs [See attached]

 
Schedule 1.6(b) Tenant Leases between Signing and Closing [To be addressed post-signing]

 
Schedule 1.8(a) Excluded Assets and Excluded Liabilities Notwithstanding the generality of the foregoing, it is hereby acknowledged and agreed that, with respect to any receivables included in the Excluded Assets, Seller will not and will cause its Affiliates not to send any default notice or pursue any action to satisfy, including pursue any lease termination, dispossession or bring any other legal action or proceeding to collect, any Aged Accounts Receivable or any other receivables that may be included in the Excluded Assets (which such receivables will not be included in calculation of Purchase Price), in each case owed by any Tenant or Affiliate thereof; provided, however, that such limitations and restrictions shall not apply to any receivables of the Business owing as of the applicable Closing for the related Territory by GIT which receivables (net of any costs directly associated with such receivables) shall be retained (on a pass through basis) by Seller, and Seller shall be permitted to bring legal action or proceeding against GIT at its sole cost and expense in connection with the collection of such receivables.

 
Schedule 5.1(j) Meeting of Parties For Seller - Oriol Salo Gomis - Magdalena Arias For Purchaser - Ricardo Ruiz - Vitor Lobao

 
Schedule 5.2(a)(xiv) Capital Expenditure per Territory $500 per Tower Site (or the local currency equivalent) individually or (i) if the applicable Territory is Guatemala, $1,862,000 in the aggregate, (ii) if the applicable Territory is Honduras, $1,000,000 in the aggregate, (iii) if the applicable Territory is Panama, $264,000 in the aggregate, (iv) if the applicable Territory is El Salvador, $217,000 in the aggregate, or (v ) if the applicable Territory is Nicaragua, $196,000 in the aggregate (or in each case the local currency equivalent).

 
Schedule 5.8 Aviation Permit Matters (b) i. Without limiting the generality of Section 5.2(b), each Seller Party will, subject to the terms of this Agreement and applicable Law, reasonably cooperate with Purchaser and its Representatives, to evaluate whether or not a Tower or Tower Site (i) is required to benefit from an aviation permit and (ii) if it does benefit from an aviation permit, whether or not such Tower or Tower Site, as applicable, complies with such aviation permit, in each case, with respect to the Tower Sites set forth on Schedule 5.8(b) (a “Section 5.8 Site”). ii. If Purchaser determines that a Section 5.8 Site is required to benefit from an aviation permit, but does not at such time benefit from an aviation permit (a “Missing AP Asset”), then the parties shall reasonably cooperate, at Purchaser’s sole cost and expense, to procure such an aviation permit that will benefit the Section 5.8 Site, as applicable, from and after the Closing; provided that Purchaser’s failure to procure such an aviation permit shall not constitute a breach of this Section 5.8. iii. If Purchaser determines that Section 5.8 Site benefits from an aviation permit, but the applicable Tower fails to comply with such aviation permit (an “AP Compliance Issue”), then the parties shall reasonably cooperate, at Purchaser’s sole cost and expense, to remediate such failure in compliance with all applicable Tenant Leases and other Contracts applicable to such Section 5.8 Site; provided that Purchaser’s failure to remediate such failure shall not constitute a breach of this Section 5.8. iv. If, prior to the applicable Closing, Purchaser is unable to (A) procure an aviation permit for a Missing AP Asset because the applicable Governmental Authority is unwilling to issue such aviation permit on commercially reasonable terms or (B) remediate an AP Compliance Issue because such remediation cannot be done in compliance with all applicable Tenant Leases and other Contracts applicable to such Section 5.8 Site, then Purchaser may elect in writing to treat such Tower and Tower Site as an Excluded Asset (such a Tower and Tower Site, an “AP Issue Exclusion Site”) v. If Purchaser elects to treat a Tower Site as an AP Issue Exclusion Site, then Seller may elect prior to Closing, on a one-for-one basis, to treat a Completed WIP Site in the applicable Territory as a Tower Site.

 
Schedule 5.8(b) Aviation Permit Compliance Country Seller Site Code Seller Site Name Structure Height Ground Elevation Airport less than 10 kms El Salvador TES0002 Comalapa La Paz 54 40 Aeropuerto Internacional de El Salvador El Salvador TES0071 Boulevard Ejercito 48 655 Aeropuerto Internacional Ilopango El Salvador TES0079 Ciudadela 30 670 Aeropuerto Internacional Ilopango El Salvador TES0116 Matazanos 30 673 Aeropuerto Internacional Ilopango El Salvador TES0135 San Bartolo 2 30 646 Aeropuerto Internacional Ilopango El Salvador TES0152 Altavista 30 711 Aeropuerto Internacional Ilopango El Salvador TES0173 Aeropuerto - Cepa 6 35 Aeropuerto Internacional de El Salvador El Salvador TES0271 Soyapango 30 650 Aeropuerto Internacional Ilopango El Salvador TES0327 Ilopango 20 656 Aeropuerto Internacional Ilopango El Salvador TES0576 Prados De Venecia 30 672 Aeropuerto Internacional Ilopango El Salvador TES0616 Teleferico 29 698 Aeropuerto Internacional Ilopango El Salvador TES0617 Villa Galicia 30 800 Aeropuerto Internacional Ilopango El Salvador TES0836 Final San Marcos 30 843 Aeropuerto Internacional Ilopango El Salvador TES0880 Sierra Morena 2 6 678 Aeropuerto Internacional Ilopango El Salvador TES1324 San Felipe Ilopango 6 664 Aeropuerto Internacional Ilopango El Salvador TES0082 Cangrejera 60 37 Las Mesas Airport El Salvador TES0283 Exportsalva 60 557 Aerodromo CAS El Salvador TES0351 Atlantis 60 22 Las Isletas El Salvador TES0525 Barra De Santiago Playa Alegre 60 7 Aeropuerto El Zapote El Salvador TES0546 San Miguel 18 El Papalon 42 90 Aeropuerto La Aramuaca El Salvador TES0901 Tonala 60 34 Aeropuerto El Jocotillo El Salvador TES2318 Plan Del Mango 45 245 Las Mesas Airport Guatemala PTN503 SAN BENITO 60 143 Aeropuerto Internacional Mundo Maya Guatemala GUA915 LOS ESTUPES 42 1534 Aeropuerto Internacional La Aurora Guatemala GUA481 VISTA REAL VIP 9 1647 Aeropuerto Internacional La Aurora Guatemala GUA454 CASCO SAN RAFAEL 21 1736 Aeropuerto Internacional La Aurora Guatemala GTA276 SALVADORA II SECTOR 1 21 1769 Aeropuerto Internacional La Aurora Guatemala GTA379 SANTA CATARINA PINULA 0 AV C 21 1601 Aeropuerto Internacional La Aurora Guatemala GUA554 CUCHILLA DEL CARMEN 42 1542 Aeropuerto Internacional La Aurora Guatemala GUA024 AGUILAR BATRES 40 1519 Aeropuerto Internacional La Aurora Guatemala GUA099 PRICE SMART PROCERES 31 1535 Aeropuerto Internacional La Aurora Guatemala GUA127 MIRAFLORES 30 1528 Aeropuerto Internacional La Aurora Guatemala PTN504 PURUCILA 60 314 Aeropuerto Internacional Mundo Maya Guatemala GUA138 SANTA CATARINA PINULA 42 1535 Aeropuerto Internacional La Aurora Guatemala GUA161 QUINTA REAL 3 1658 Aeropuerto Internacional La Aurora

 
Country Seller Site Code Seller Site Name Structure Height Ground Elevation Airport less than 10 kms Guatemala IZB611 SHELL PUERTO BARRIOS 60 39 Aeropuerto de Puerto Barrios Guatemala GUA072 PRADERA 21 1564 Aeropuerto Internacional La Aurora Guatemala PTN444 SAN MIGUEL LAS FLORES 48 149 Aeropuerto Internacional Mundo Maya Guatemala GUA091 URL 41 1555 Aeropuerto Internacional La Aurora Guatemala GUA234 LOMAS DEL BOSQUE 30 1660 Aeropuerto Internacional La Aurora Guatemala PTN445 CRUCE SANTA ELENA TIKAL 60 149 Aeropuerto Internacional Mundo Maya Guatemala PTN834 LA DEMOCRACIA SAN BENITO 48 145 Aeropuerto Internacional Mundo Maya Guatemala GUA864 EMPAGUA URL 18 1563 Aeropuerto Internacional La Aurora Guatemala GUA069 INTECAP 40 1560 Aeropuerto Internacional La Aurora Guatemala GTA232 LAS HADAS 3 1558 Aeropuerto Internacional La Aurora Guatemala GUA163 MUXBAL 3 1769 Aeropuerto Internacional La Aurora Guatemala GTA066 FINCA LA MANZANILLA 42 1826 Aeropuerto Internacional La Aurora Guatemala GTA227 SAN MIGUEL BAJO 30 1803 Aeropuerto Internacional La Aurora Guatemala GUA336 LAS GRUAS 30 1552 Aeropuerto Internacional La Aurora Guatemala GUA762 LOMAS DEL CARMEN 18 1559 Aeropuerto Internacional La Aurora Guatemala GUA084 ESCUELA FEDERACION 31 1526 Aeropuerto Internacional La Aurora Guatemala ZCP038 EL CALVARIO ZACAPA 6 236 Aeropuerto de Zacapa Guatemala REU912 PRADOS DEL FLAMENCO 42 217 Aeropuerto de Retalhuleu Guatemala CHQ077 PETAPILLA CHIQUIMULA 60 385 Aeropuerto de Chiquimula Guatemala AVP033 NUEVA ESPERANZA COBAN 12 1359 Aeropuerto de Cobán Guatemala QTZ833 XELA V 54 2388 Quetzaltenango Airport Guatemala QTZ834 COATEPEQUE II 54 478 Aeropuerto de Coatepeque Guatemala QTZ286 LAS TAPIAS XELA 42 2379 Quetzaltenango Airport Guatemala AVP375 SAMAC 60 1451 Aeropuerto de Cobán Guatemala AVP956 LA ISLA NORTE 60 151 Aeropuerto de Rubelsanto Guatemala SMR119 VILLAS DEL MIRADOR 6 2404 Aeropuerto De San Marcos Guatemala SMR448 ESQUIPULAS PALO GORDO 48 2580 Aeropuerto De San Marcos Guatemala AVP249 ENTRE CHAHAL BOLONCO 60 201 Inta Northeast Airport Guatemala REU027 PASEO LAS PALMAS 18 262 Aeropuerto de Retalhuleu Guatemala ZCP015 BARRIO EL BORDO II ZACAPA 21 223 Aeropuerto de Zacapa Guatemala SMR087 SAN MIGUEL MALACATAN 6 395 Malacatán Guatemala REU891 SAN JOSECITO REU 21 247 Aeropuerto de Retalhuleu Guatemala SMR006 MALACATAN ZONA 3 21 384 Malacatán Guatemala ZCP583 ZACAPA 60 237 Aeropuerto de Zacapa Guatemala REU906 RESIDENCIALES VISTA HERMOSA 48 221 Aeropuerto de Retalhuleu Guatemala QTZ275 ENTRADA PERIFERICO 60 2367 Quetzaltenango Airport

 
Country Seller Site Code Seller Site Name Structure Height Ground Elevation Airport less than 10 kms Guatemala ESC323 SANTA ISABEL 60 18 Aeropuerto del Puerto San José Guatemala QTZ461 OLINTEPEQUE 60 2411 Quetzaltenango Airport Guatemala PTN438 IXOBEL 60 519 Aeropuerto de Poptún Guatemala HHT783 HUEHUETENANGO 60 1915 Aeropuerto De Huehuetenango Guatemala TTN329 SAN JOSE CHIQUILAJA 48 2390 Quetzaltenango Airport Guatemala HHT378 PAIZ HUEHUETENANGO 48 1877 Aeropuerto De Huehuetenango Guatemala QTZ280 OLINTEPEQUE CENTRO 48 2382 Quetzaltenango Airport Guatemala QTZ466 BOVEDA CHIQUILAJA 60 2379 Quetzaltenango Airport Guatemala HHT474 HUEHUETENANGO V ( BASE MILITA) 42 1875 Aeropuerto De Huehuetenango Guatemala AVP008 SAN LUIS VISTA HERMOSA 60 185 Aeropuerto de Playa Grande Guatemala AVP020 EL ESFUERZO COBAN 30 1383 Aeropuerto de Cobán Guatemala QTZ821 SALCAJA 60 2383 Quetzaltenango Airport Guatemala IZB606 MORALES CIUDAD 60 48 Bananera Airport Guatemala AVP530 FRAY BARTOLOME DE LAS CASAS 60 211 Inta Northeast Airport Guatemala PTN385 LAS DELICIAS 60 501 Aeropuerto de Poptún Guatemala ESC359 MARIA LINDA 60 37 Pista de aterrizaje El Caobanal Guatemala SMR028 ALDEA CAXAQUE 6 2525 Aeropuerto De San Marcos Guatemala CHQ034 SAN NICOLAS ESQUIPULAS Rc 60 1098 Aeropuerto de Esquipulas Guatemala QTZ091 CONCEPCION COATEPEQUE 48 462 Aeropuerto de Coatepeque Guatemala QCH749 LEMOA 60 2022 Aeropuerto de Quiché Guatemala IZB796 BANDEGUA 48 47 Bananera Airport Guatemala SMR044 PALO GORDO CENTRO SMR 18 2478 Aeropuerto De San Marcos Guatemala REU015 COGUMA REU 18 271 Aeropuerto de Retalhuleu Guatemala SMR064 LOS CEDROS MALACATAN 21 372 Malacatán Guatemala QCH764 QUICHE CIUDAD 60 2023 Aeropuerto de Quiché Guatemala QTZ826 MONT BLANC 60 2365 Quetzaltenango Airport Guatemala SMR315 BATALLON DE LA MONTAÑA 60 293 Malacatán Guatemala ZCP020 BAMBI ZACAPA 21 224 Aeropuerto de Zacapa Guatemala SMR121 FUTINECO 3 2468 Aeropuerto De San Marcos Guatemala SMR506 BRASIL 48 308 Malacatán Guatemala SMR110 SOCHE SAN MARCOS 4 2503 Aeropuerto De San Marcos Guatemala QTZ824 HIPER PAIZ XELA 42 2384 Quetzaltenango Airport Guatemala REU766 LA CHACARA REU 15 242 Aeropuerto de Retalhuleu Guatemala SMR066 LAS MARGARITAS MALACATAN 21 340 Malacatán Guatemala HHT368 CHIMUSINIQUE 48 1871 Aeropuerto De Huehuetenango Guatemala IZB641 BANANERAS 60 42 Bananera Airport Guatemala SMR301 SAN JOSE CABEN 30 2522 Aeropuerto De San Marcos

 
Country Seller Site Code Seller Site Name Structure Height Ground Elevation Airport less than 10 kms Guatemala SMR012 FINCA SONORA MALACATAN 60 451 Malacatán Guatemala SMR848 MALACATAN CIUDAD 60 389 Malacatán Guatemala SMR443 SAN MARCOS II 48 2490 Aeropuerto De San Marcos Guatemala ESC416 PUERTO SAN JOSE CENTRO 60 9 Aeropuerto del Puerto San José Guatemala SMR007 20 DE OCTUBRE MALACATAN 42 357 Malacatán Airport Guatemala CHQ033 SANTA ROSALIA ESQUIPULAS 15 1011 Aeropuerto de Esquipulas Guatemala HHT348 HUEHUETENANGO VII 42 1879 Aeropuerto De Huehuetenango Guatemala QTZ831 COATEPEQUE 43 495 Aeropuerto de Coatepeque Guatemala QCH969 CHICHATUL 21 2048 Aeropuerto de Quiché Guatemala QCH967 DESTACAMENTO PLAYA GRANDE 48 175 Aeropuerto de Playa Grande Guatemala ESC225 SAN JUAN PARAISO 60 8 Aeropuerto del Puerto San José Guatemala QTZ892 7MA AVENIDA LA FLORESTA 3 2439 Quetzaltenango Airport Guatemala HHT066 CAMBOTE SECTOR 5 42 1883 Aeropuerto De Huehuetenango Guatemala PTN649 KAIBIL 60 523 Aeropuerto de Poptún Guatemala REU047 CANTINA LA TERMINAL 21 231 Aeropuerto de Retalhuleu Guatemala REU044 TABLEROS REU 21 234 Aeropuerto de Retalhuleu Guatemala TTN810 SAN ANDRES XECUL 48 2394 Quetzaltenango Airport Guatemala ESC008 ARIZONA DUKE 48 13 Aeropuerto del Puerto San José Guatemala AVP824 LAS PLAYITAS QUICHE 72 144 Aeropuerto de Rubelsanto Guatemala IZB330 MORALES SALIDA 60 59 Bananera Airport Guatemala PTN500 SAYAXCHE 72 135 Aeropuerto de Sayaxché Guatemala ZCP617 LAS MAJADAS ZACAPA 42 255 Aeropuerto de Zacapa Guatemala SMR974 LA MONTAÑITA MALACATAN 48 337 Malacatán Guatemala ZCP299 ZACAPA CIUDAD II 42 246 Aeropuerto de Zacapa Guatemala QCH569 LA REFORMA PLAYA GRANDE 48 193 Aeropuerto de Playa Grande Guatemala AVP030 LIMON SUR 60 161 Aeropuerto de Rubelsanto Guatemala SMR093 CANTON SAN JUAN DE DIOS SM 21 392 Malacatán Guatemala SMR031 LA TRINIDAD MALACATAN 21 362 Malacatán Guatemala CHQ626 ESQUIPULAS 60 973 Aeropuerto de Esquipulas Guatemala ZCP049 COND. LA CIMA ZACAPA 21 294 Aeropuerto de Zacapa Guatemala QTZ132 PACAJA ALTO 30 2421 Quetzaltenango Airport Honduras HN403 AMARATECA 60 1272 Aeródromo de Tamara Honduras HN817 BETEL 48 1273 Aeródromo de Tamara Honduras HN916 NUEVO_SACRAMENT O 60 1174 Aeródromo de Tamara Honduras HN2222 SAN_MATIAS_MICRO 16 1354 Aeródromo de Tamara Honduras HN1009 AHUAS_GD 60 32 Aeropuerto de Ahuas

 
Country Seller Site Code Seller Site Name Structure Height Ground Elevation Airport less than 10 kms Honduras HN1031 CAUQUIRA 48 10 Aeropuerto de Cauquira Honduras HN989 VILLA_VERDE 16 1033 Aeropuerto de Celaque Honduras HN1456 ELIXIR_COLON 45 110 Aeropuerto de El Porvenir Honduras HN790 ELIXIR_PUEBLO 60 78 Aeropuerto de El Porvenir Honduras HN1098 GUALACO 45 707 Aeropuerto de Jicalapa Honduras HN143 GUANAJA 45 262 Aeropuerto de Guanaja Honduras HN135 LA_LIMA 48 32 Aeropuerto de La Lima Honduras HN2202 RIO_AMARILLO 36 840 Aeropuerto de las Ruinas de Copán Honduras HN538 OCOTEPEQUE_ESTE 60 886 Aeropuerto de Ocotepeque Honduras HN2179 PN_OCOTEPEQUE 20 963 Aeropuerto de Ocotepeque Honduras HN762 PALACIOS 48 6 Aeropuerto de Palacios Honduras HN1181 PUERTO_LEMPIRA 48 11 Aeropuerto de Puerto Lempira Honduras HN595 PUERTO_LEMPIRA_II 48 12 Aeropuerto de Puerto Lempira Honduras HN1206 SAN_LORENZO 60 71 Aeropuerto de San Lorenzo Honduras HN609 BARRIO_EL_PARAISO _II 45 9 Aeropuerto de Tela Honduras HN1316 TELA 45 186 Aeropuerto de Tela Honduras HN334 TELA_BULEVAR 50 8 Aeropuerto de Tela Honduras HN741 TELA_VIEJA 36 21 Aeropuerto de Tela Honduras HN1418 BARRIO_CRISTALES_ COLON 36 11 Aeropuerto de Trujillo Honduras HN139 TRUJILLO 60 73 Aeropuerto de Trujillo Honduras HN245 TRUJILLO_ESTE 60 14 Aeropuerto de Trujillo Honduras HN152 UTILA 45 20 Aeropuerto de Utila Honduras HN178 INTIBUCA 60 1687 Aeropuerto La Esperanza Honduras HN439 MONJARAS 60 16 Aeropuerto La Grecia Honduras HN815 BASE_PALMEROLA 24 644 Aeropuerto Internacional de Palmerola Honduras HN893 LA_PEPSI_COMAYAG UA 48 617 Aeropuerto Internacional de Palmerola Honduras HN309 PALMEROLA_II 24 642 Aeropuerto Internacional de Palmerola Honduras HN743 MERREN 36 62 Aeropuerto Internacional Golosón Honduras HN298 BRICK_BAY 60 39 Aeropuerto Internacional Juan Manuel Gálvez Honduras HN242 COXEN_HOLE 48 54 Aeropuerto Internacional Juan Manuel Gálvez Honduras HN1315 COXEN_HOLE_4S 16 22 Aeropuerto Internacional Juan Manuel Gálvez Honduras HN1930 COXEN_HOLE_II_RE MOTO 16 24 Aeropuerto Internacional Juan Manuel Gálvez Honduras HN390 DIXON_HILL 48 194 Aeropuerto Internacional Juan Manuel Gálvez Honduras HN392 FRENCH_HARBOR 60 141 Aeropuerto Internacional Juan Manuel Gálvez Honduras HN1536 MAIN_STREET_COXE N_HOLE 16 5 Aeropuerto Internacional Juan Manuel Gálvez Honduras HN1539 MAYOCA_LODGE_RO ATAN 36 40 Aeropuerto Internacional Juan Manuel Gálvez Honduras HN569 MUD_HOLE 60 99 Aeropuerto Internacional Juan Manuel Gálvez

 
Country Seller Site Code Seller Site Name Structure Height Ground Elevation Airport less than 10 kms Honduras HN369 MUD_HOLE_LAWSON _ROCK_REMOTO 16 99 Aeropuerto Internacional Juan Manuel Gálvez Honduras HN1659 MUD_HOLE_LOS_MA ESTROS_REMOTO 16 42 Aeropuerto Internacional Juan Manuel Gálvez Honduras HN172 SANDY_BAY 60 87 Aeropuerto Internacional Juan Manuel Gálvez Honduras HN364 SANDY_BAY_SUNNY SIDE_REMOTO 15 87 Aeropuerto Internacional Juan Manuel Gálvez Honduras HN579 WEST_END 60 58 Aeropuerto Internacional Juan Manuel Gálvez Honduras HN217 ASENTAMIENTOS_H UMANOS 48 31 Aeropuerto Internacional Ramón Villeda Morales Honduras HN1306 CASCABEL 48 259 Aeropuerto Internacional Ramón Villeda Morales Honduras HN135 LA_LIMA 48 32 Aeropuerto Internacional Ramón Villeda Morales Honduras HN427 LA_LIMA_II 45 33 Aeropuerto Internacional Ramón Villeda Morales Honduras HN682 BUENOS_AIRES_II_SP S 60 31 Aeropuerto Internacional Ramón Villeda Morales Honduras HN1875 4TO_SECTOR_AMERI CA_4S 16 1055 Aeropuerto Internacional Toncontín Honduras HN1873 5TO_SECTOR_AMERI CA_5S 16 1055 Aeropuerto Internacional Toncontín Honduras HN157 ALAMEDA 45 1010 Aeropuerto Internacional Toncontín Honduras HN419 ALTOS_DE_SANTA_R OSA 48 1224 Aeropuerto Internacional Toncontín Honduras HN1381 ALTOS_DE_TONCON TIN 20 1060 Aeropuerto Internacional Toncontín Honduras HN702 ANAPO_TGU 24 1125 Aeropuerto Internacional Toncontín Honduras HN204 ARTURO_QUEZADA 24 1132 Aeropuerto Internacional Toncontín Honduras HN1634 ARTURO_QUEZADA_I I_REMOTO_1S 16 1128 Aeropuerto Internacional Toncontín Honduras HN1403 BARRIO_POLICARPO _PAZ 18 1053 Aeropuerto Internacional Toncontín Honduras HN036 BRISAS_DE_OLANCH O 45 1116 Aeropuerto Internacional Toncontín Honduras HN002 BURRERA 45 1035 Aeropuerto Internacional Toncontín Honduras HN547 CAMPOCIELO 36 1087 Aeropuerto Internacional Toncontín Honduras HN1714 CARRIZAL 45 1122 Aeropuerto Internacional Toncontín Honduras HN557 CARRIZAL_NORTE 20 1124 Aeropuerto Internacional Toncontín Honduras HN688 ALTOS_DE_TONCON TIN_REMOTO_4S 14 1093 Aeropuerto Internacional Toncontín Honduras HN1749 ARTURO_QUEZADA_I I_REMOTO_2S 12 1147 Aeropuerto Internacional Toncontín Honduras HN1945 ARTURO_QUEZADA_I I_REMOTO_3S 12 1132 Aeropuerto Internacional Toncontín Honduras HN131 CENTRO_AMERICA_ OESTE 25 1104 Aeropuerto Internacional Toncontín Honduras HN2020 CENTRO_AMERICA_ OESTE_II 9 1103 Aeropuerto Internacional Toncontín Honduras HN500 CENTROAMERICA_ES TE 18 1038 Aeropuerto Internacional Toncontín Honduras HN1389 CANADA_TGU 6 1090 Aeropuerto Internacional Toncontín Honduras HN1850 CENTROAMERICA_ES TE_II_REMOTO 16 1057 Aeropuerto Internacional Toncontín Honduras HN1715 CARRIZAL_4S 14 1146 Aeropuerto Internacional Toncontín Honduras HN573 COLONIA_ALEMANI A 3 1215 Aeropuerto Internacional Toncontín

 
Country Seller Site Code Seller Site Name Structure Height Ground Elevation Airport less than 10 kms Honduras HN1921 SAN_FRANCISCO_II_ REMOTO_3S 15 1115 Aeropuerto Internacional Toncontín Honduras HN1788 CIUDAD_NUEVA_TG U_1S 16 1047 Aeropuerto Internacional Toncontín Honduras HN1790 CIUDAD_NUEVA_TG U_2S 16 1056 Aeropuerto Internacional Toncontín Honduras HN1789 CIUDAD_NUEVA_TG U_3S 16 1072 Aeropuerto Internacional Toncontín Honduras HN2035 COL._ULLOA_MACRO 16 1276 Aeropuerto Internacional Toncontín Honduras HN1490 COL_CALLEJAS_ROO FTOP 18 1075 Aeropuerto Internacional Toncontín Honduras HN2038 COL_GODOY_MICRO 16 1048 Aeropuerto Internacional Toncontín Honduras HN1512 JARDINES_DEL_CAR RIZAL_II_REMOTO_1 S 14 1147 Aeropuerto Internacional Toncontín Honduras HN1513 JARDINES_DEL_CAR RIZAL_II_REMOTO_2 S 14 1100 Aeropuerto Internacional Toncontín Honduras HN1697 COLONIA_CALLEJAS _REMOTO_1S 16 1055 Aeropuerto Internacional Toncontín Honduras HN231 COLONIA_ULLOA 36 1180 Aeropuerto Internacional Toncontín Honduras HN225 DIVINO_PARAISO 36 1188 Aeropuerto Internacional Toncontín Honduras HN597 DIVINO_PARAISO_II 24 1353 Aeropuerto Internacional Toncontín Honduras HN1877 DIVINO_PARAISO_II_ REMOTO_3S 16 1275 Aeropuerto Internacional Toncontín Honduras HN1620 DIVINO_PARAISO_III _REMOTO_1S 16 1206 Aeropuerto Internacional Toncontín Honduras HN1750 DIVINO_PARAISO_III _REMOTO_2S 16 1223 Aeropuerto Internacional Toncontín Honduras HN1751 DIVINO_PARAISO_III _REMOTO_3S 16 1174 Aeropuerto Internacional Toncontín Honduras HN1309 EL_DORADO 45 1137 Aeropuerto Internacional Toncontín Honduras HN704 ESCUELA_DEL_CAMP O_REMOTO 3 1063 Aeropuerto Internacional Toncontín Honduras HN667 GENERACION 36 1155 Aeropuerto Internacional Toncontín Honduras HN649 GERMANIA 36 1238 Aeropuerto Internacional Toncontín Honduras HN660 JARDINES_DEL_CAR RIZAL 18 1094 Aeropuerto Internacional Toncontín Honduras HN051 LA_CAÑADA 36 1032 Aeropuerto Internacional Toncontín Honduras HN1593 LA_FLOR_TGU 20 1121 Aeropuerto Internacional Toncontín Honduras HN037 LA_HACIENDA 45 1035 Aeropuerto Internacional Toncontín Honduras HN127 LA_JOYA 48 1009 Aeropuerto Internacional Toncontín Honduras HN052 LA_LEONA 36 1078 Aeropuerto Internacional Toncontín Honduras HN650 LA_PEPSI 48 1065 Aeropuerto Internacional Toncontín Honduras HN102 LAS_CASITAS 30 1132 Aeropuerto Internacional Toncontín Honduras HN1836 LAS_CASITAS_II_RE MOTO_2S 15 1129 Aeropuerto Internacional Toncontín Honduras HN1826 LAS_CASITAS_II_RE MOTO 16 1109 Aeropuerto Internacional Toncontín Honduras HN088 LAS_HADAS 36 1037 Aeropuerto Internacional Toncontín Honduras HN164 LAS_TORRES 45 1021 Aeropuerto Internacional Toncontín Honduras HN1773 LAS_UVAS_MICRO_R EMOTO 16 1113 Aeropuerto Internacional Toncontín

 
Country Seller Site Code Seller Site Name Structure Height Ground Elevation Airport less than 10 kms Honduras HN1674 LOMAS_2_MICRO_RE MOTO 16 1070 Aeropuerto Internacional Toncontín Honduras HN1436 LOMAS_ESTACIONA MIENTO 20 1062 Aeropuerto Internacional Toncontín Honduras HN678 LOS_PINOS_ESTE 24 1102 Aeropuerto Internacional Toncontín Honduras HN061 LOS_ROBLES_TGU 36 1035 Aeropuerto Internacional Toncontín Honduras HN404 MAYANGLE 45 1010 Aeropuerto Internacional Toncontín Honduras HN121 PERISUR 30 1048 Aeropuerto Internacional Toncontín Honduras HN1887 PLAZA_LAS_HADAS_ TGU_REMOTO_1S 16 1065 Aeropuerto Internacional Toncontín Honduras HN1442 PLAZA_LAS_HADAS_ TGU_REMOTO_2S 15 1168 Aeropuerto Internacional Toncontín Honduras HN1556 POLICARPO_PAZ_II_T GU 36 1093 Aeropuerto Internacional Toncontín Honduras HN720 RES_PINARES_MICRO _REMOTO_2S 15 1306 Aeropuerto Internacional Toncontín Honduras HN1986 RESIDENCIAL_EL_PO RTILLO_REMOTO_TG U 15 1048 Aeropuerto Internacional Toncontín Honduras HN1397 RESIDENCIAL_SAN_J UAN 20 1082 Aeropuerto Internacional Toncontín Honduras HN074 RESIDENCIAL_SAN_J UAN_II 24 1120 Aeropuerto Internacional Toncontín Honduras HN182 ROBLE_OESTE 18 1054 Aeropuerto Internacional Toncontín Honduras HN185 SAN_FRANCISCO 36 1084 Aeropuerto Internacional Toncontín Honduras HN1828 SAN_FRANCISCO_II_ REMOTO 16 1059 Aeropuerto Internacional Toncontín Honduras HN1805 SAN_FRANCISCO_II_ REMOTO_4S 16 1095 Aeropuerto Internacional Toncontín Honduras HN1580 GENERACION_II_RE MOTO 14 1155 Aeropuerto Internacional Toncontín Honduras HN645 SANTA_FE_TGU 30 1035 Aeropuerto Internacional Toncontín Honduras HN1835 VILLAS_CONCEPCIO N_REMOTO 14 1100 Aeropuerto Internacional Toncontín Honduras HN1631 U_CATOLICA_II_TGU 24 1070 Aeropuerto Internacional Toncontín Honduras HN112 U_CATOLICA_TGU 24 1058 Aeropuerto Internacional Toncontín Honduras HN064 VENECIA 36 1042 Aeropuerto Internacional Toncontín Honduras HN420 VIERA 60 1124 Aeropuerto Internacional Toncontín Honduras HN147 VILLANUEVA_TGU 45 1167 Aeropuerto Internacional Toncontín Honduras HN093 VILLAS_DEL_SOL 45 1037 Aeropuerto Internacional Toncontín Nicaragua 410043 Villa Reconciliación 21 93 Aeropuerto Internacional Augusto C. Sandino Nicaragua 410074 Villa Libertad 18 123 Aeropuerto Internacional Augusto C. Sandino Nicaragua 410077 Sábana Grande 24 82 Aeropuerto Internacional Augusto C. Sandino Nicaragua 410131 Bo. Waspán Sur 30 81 Aeropuerto Internacional Augusto C. Sandino Nicaragua 410144 Mercado Iván Montenegro 18 112 Aeropuerto Internacional Augusto C. Sandino Nicaragua 410321 RUPAP - Sector UPOLI 35 102 Aeropuerto Internacional Augusto C. Sandino Nicaragua 410333 Las Américas 4 36 141 Aeropuerto Internacional Augusto C. Sandino Nicaragua 410411 Entrada A Sabana Grande 30 116 Aeropuerto Internacional Augusto C. Sandino

 
Country Seller Site Code Seller Site Name Structure Height Ground Elevation Airport less than 10 kms Nicaragua 410413 Mayoreo 3 24 81 Aeropuerto Internacional Augusto C. Sandino Nicaragua 411871 Poste - Villa Venzuela 3 21 113 Aeropuerto Internacional Augusto C. Sandino Nicaragua 410046 Bluefields 30 34 Bluefields Airport Nicaragua 410097 Corn Island 24 39 Corn Island Airport Nicaragua 411419 ABERDEEN 60 124 Bluefields Airport Nicaragua 410099 Moyogalpa 36 70 Paloma Ometepe Airport Nicaragua 410050 San Carlos 60 86 San Carlos Airport Panamá 405002 Chitré 60 74 Aeropuerto Capitán Alonso Valderrama Panamá 405014 Chitre Centro 40 31 Aeropuerto Capitán Alonso Valderrama Panamá 405049 Chitré Circunvalación Sur 40 33 Aeropuerto Capitán Alonso Valderrama Panamá 405184 Centro Logístico Chitré 30 28 Aeropuerto Capitán Alonso Valderrama Panamá 402009 Decameron 40 14 Aeropuerto Internacional Cap. Scarlet Martínez Panamá 402012 Río Hato 40 46 Aeropuerto Internacional Cap. Scarlet Martínez Panamá 401009 Corozal 54 9 Aeropuerto Internacional de Albrook "Marcos A. Gelabert" Panamá 401011 Cerro Ancon 3 162 Aeropuerto Internacional de Albrook "Marcos A. Gelabert" Panamá 401033 Albrook 15 52 Aeropuerto Internacional de Albrook "Marcos A. Gelabert" Panamá 401048 Clayton 40 50 Aeropuerto Internacional de Albrook "Marcos A. Gelabert" Panamá 401073 Bethania 2 15 65 Aeropuerto Internacional de Albrook "Marcos A. Gelabert" Panamá 404018 Isla Colon 80 16 Aeropuerto Internacional de Bocas del Toro Isla Colón Panamá 401262 Cabuyita 30 92 Aeropuerto Internacional de Tocumen Panamá 401313 Entrada de Cerro Azul 30 62 Aeropuerto Internacional de Tocumen Panamá 0 Rancho Café 30 175 Aeropuerto Internacional de Tocumen Panamá 403001 Zona Libre 55 1 Aeropuerto Internacional Enrique Adolfo Jiménez Panamá 403006 Cativa 24 36 Aeropuerto Internacional Enrique Adolfo Jiménez Panamá 401016 Cerro Piedra 60 222 Aeropuerto Internacional Panama Pacifico Panamá 401149 La Polvareda 30 195 Aeropuerto Internacional Panama Pacifico Panamá 0 Cerro Piedra 40 233 Aeropuerto Internacional Panama Pacifico Panamá 404006 San Mateo 48 46 Enrique Malek International Airport Panamá 0 Cerro San Cristobal 30 96 Enrique Malek International Airport Panamá 0 Pedasí 30 50 Aeródromo de Pedasí Panamá 401129 Alcalde Diaz 36 222 Aeropuerto Calzada Larga Panamá 404039 Guabito Frontera 60 12 Aeropuerto de Sixaola Panamá 404179 Deborah - Guabito 60 7 Aeropuerto de Sixaola Panamá 405015 Santiago Norte 20 113 Aeropuerto Rúben Cantú Panamá 405042 Santiago Oeste 80 81 Aeropuerto Rúben Cantú Panamá 404008 Volcán 30 1469 Volcan Airport Panamá 404043 Volcan 2 60 1469 Volcan Airport

 
Country Seller Site Code Seller Site Name Structure Height Ground Elevation Airport less than 10 kms Panamá 404772 Volcán Norte 30 1418 Volcan Airport

 
Schedule 5.13 Ground Leases; CP Consent 5.13 (b) The parties acknowledge and agree that Seller shall have a period of the greater of (x) ninety (90) days after the execution of this Agreement, or (y) the period between the date hereof and twenty (20) days prior to Closing to, and Seller shall, negotiate with the respective Ground Lessors under the Ground Leases included in the Acquired Property set forth on Schedule 5.13(a) in order to obtain a CP Consent. Seller may make payments to such Ground Lessors, including by payment of incentive fees, and incur other fees and expenses paid or payable to any third party engaged to assist in securing the CP Consents (which for the avoidance of doubt, shall not include any increases or promises of increases in ground rent) (collectively, the “CP Consent Fees”); provided, that, CP Consent Fees incurred to obtain a CP Consent from an unaffiliated third party shall be paid fifty percent (50%) by Purchaser and fifty percent (50%) by Seller unless and until the CP Consent Fees paid by Purchaser total $250,000 (such amount, the “CP Consent Fees Credit”). The CP Consent Fees Credit shall be the maximum liability of Purchaser and its Affiliates for the CP Consents and any CP Consent Fees incurred in excess of the CP Consent Fees Credit shall be the sole responsibility and expense of Seller. To the extent Purchaser or Seller initially pays any of such fees and expenses that are the responsibility of the other pursuant to the preceding two sentences, then such other party shall reimburse Purchaser or Seller, as the case may be, within five (5) Business Days after receiving a request for reimbursement, with appropriate supporting documentation, from Purchaser or Seller as to the amounts paid. The obligation of each party to pay its portion of any fees and expenses so incurred while this Agreement is in effect shall survive any termination of this Agreement. Any unpaid portions attributable to Seller shall be a Seller’s Expense. (c) In the event that Seller is not able to obtain the CP Consent of a Ground Lessor for the applicable Ground Lease pertaining to the Purchased Assets within the period mentioned in Section 5.13(b), Seller and/or Purchaser shall agree to a Synthetic Contract as set forth in Section 5.4(a); provided, that, the Synthetic Contracts shall satisfy the Synthetic Contract Condition for the applicable Territory.

 
Schedule 5.24 Claro Panamanian Leases From and after Closing, the parties agree that Seller shall guarantee the payment to Purchaser under Section 11(g) of the Master Lease Agreement for Panama for the rent payable under the Claro Panamanian Leases in accordance with the terms and conditions as set forth therein as in ef fect on the date of this Agreement (the “Claro Rent”). Purchaser shall be entitled to receive the Claro Rent actually paid to the extent in respect of such Claro Panamanian Lease directly from the Tenant in the Claro Panamanian Leases (the “Claro Tenant”) ; provided, however, if the Claro Tenant from time-to-time fails to pay to Purchaser or its Affiliates the Claro Rent in accordance with the terms of the Claro Panamanian Leases, and such failure continues for twenty (20) Business Days after the same falls due, then Purchaser will provide written notice to Seller of such payment failure, and Seller shall pay to Purchaser within ten (10) Business Days thereafter such Claro Rent that the Claro Tenant failed to pay. If Purchaser or its Affiliates subsequently receives from the Claro Tenant such Claro Rent that Seller has already paid to Purchaser, Purchaser shall promptly remit the same to Seller. For so long as the Claro Tenant is in arrears in its payment of rent under the applicable Claro Panamanian Lease by more than ninety (90) days, and neither Claro Tenant (nor any successor tenant benefitting from the Claro Panamanian Lease) occupies nor claims the right to occupy its leased space thereunder, and Seller is complying with the foregoing provisions and the provisions of Section 11(g) of the Master Lease Agreement, then Seller or its Affiliates shall be permitted to use such space (as if it were a Leased Space) in accordance with the provisions of the Master Lease Agreement, subject to the terms and conditions set forth therein.

 
Schedule 5.25 Transaction Perimeter Notwithstanding anything to the contrary herein or in any of the Transaction Documents, the parties hereto hereby acknowledge, covenant and agree as follows with respect to Lati Honduras and all related transactions contemplated by this Agreement with respect to such Territory: (a) From and after the execution and delivery of this Agreement and prior to the anticipated Closing of the sale and purchased of the Purchased Interests, if the parties acting reasonably and in good faith determine that all of the conditions set forth in ARTICLE VI and ARTICLE VII with respect to the sale and purchase of the Purchased Interests are or will reasonably likely to be satisfied for such Closing, or the applicable party entitled thereto is prepared to waive such conditions for such Closing, except for the condition set f orth in Section 6.9, then either Purchaser or Seller may elect in writing delivered to the other party to have Seller cause Lati Parent to, as promptly as practicable, distribute (or otherwise remove from being owned by Lati Parent) all of the Equity Interests of Lati Honduras (and the related assets and liabilities) owned directly or indirectly by Seller and its Affiliates to Seller or an Affiliate thereof (other than a Designated Target Company or its Subsidiaries) (such distribution, the “Honduras Distribution”), and in connection therewith the Honduras Distribution will be deemed to be part of the Pre-Closing Restructuring as contemplated in Section 5.15. (b) In the event the Honduras Distribution election has been made, then as promptly as practicable following the completion of the Honduras Distribution the parties shall, upon satisfaction (or applicable waiver) of all of the conditions set forth in ARTICLE VI and ARTICLE VII with respect to the sale and purchase of the Purchased Interests, including indirectly the Towers, Tower sites and related Property in the Territories of Guatemala, El Salvador and Panama (disregarding the condition set forth in Section 6.9), proceed with the Closing for the sale and purchase of the Purchased Interests hereunder. For the avoidance of doubt, the calculation of the Designated Purchase Price Payments and all components thereof in connection with such Closing shall be determined without regard to Lati Honduras, and Lati Honduras shall also be disregarded in the calculation of Earn-Out Consideration relating to sale and purchase of the Purchased Interests, and indirectly the Territories of Guatemala, El Salvador and Panama, as set forth in EXHIBIT B and Section 1.6. (c) Following the Closing for the Purchased Interests as contemplated by this Section 5.25, the parties will continue to use their respective commercially reasonable efforts to satisfy any remaining conditions, including on the part of Seller the condition set forth in Section 6.9, in order to effectuate the sale by Seller and purchase by Purchaser (or applicable Designated Purchaser) of the equity Interests of Lati Honduras (such Equity Interests, the “Lati Honduras Equity Interests”), and such separate Subsequent Closing for the Lati Honduras Equity Interests, the “Lati Honduras Closing”) as promptly as practicable, and if the Lati Honduras Closing is ready to be consummated it shall be consummated in accordance with the terms and conditions of the Agreement. (d) At the Lati Honduras Closing, if applicable and if subsequent to the sale and purchase of the Purchased Interests described above in Section 5.25(c), Seller shall sell, assign, transfer, convey and deliver (or cause its Affiliate to sell, assign, transfer, convey and deliver) all of the Lati Honduras Equity Interests to Purchaser, and Purchaser shall pay to Seller the applicable Designated Purchase Price Payment, calculated solely from the components

 
pertaining to Lati Honduras, including the corresponding Applicable Base Amount set forth in Schedule 1(a), and the Lati Honduras Equity Interests will be deemed Acquired Property (and applicable Purchased Interests) for all purposes of this Agreement, and Seller will also be entitled to receive from Purchaser the Earn-Out Consideration, if any, as set forth in EXHIBIT B and Section 1.6 in relation to Lati Honduras (e) Following the Honduras Distribution, if the parties do not consummate the Lati Honduras Closing on or prior to the Outside Date and this Agreement is terminated with respect to the sale and purchase of the Lati Honduras Equity Interests, then, subject to t he terms of Section 10.4, Lati Honduras will not be deemed a Designated Target Company for the purposes of this Agreement, and shall be an Excluded Entity and all liabilities relating thereto included as part of the Excluded Liabilities.

 
Schedule 6.9 Section 6.9 Matter On or prior to the Closing of Lati Honduras, (i) the Honduras Joint Venture Partner shall have transferred all of its Equity Interests in Lati Honduras and the related Acquired Property to Seller or its Affiliates (ii) Lati Honduras will be owned 100% by Seller or its Affiliate, (iii) the Honduras Joint Venture Partner shall have agreed to release all claims against Lati Honduras, and (iv) any obligations or liabilities set forth in the agreement governing such transfer (or otherwise surviving such transfer) shall expressly be for the account of Seller and not Lati Honduras (collectively, the “Section 6.9 Matter”) .

 
Schedule 6.10 Lopez Guatemalan Matter The following will apply with respect to the rights and interests of Las Azaleas in and to each site in Guatemala leased by Las Azaleas from the underlying ground lessor (each such lease, an “Underlying Ground Lease”) and subleased to Tigo (each such sublease, an “Azaleas- Tigo Sublease”) (each such site, an “Azaleas Site”): • Tigo will sub-sublease all of the Azaleas Sites to Lati/SBA pursuant to a master sub- sublease (the “Tigo-Lati Sub-Sublease”). The monthly rent payable to Tigo under the Tigo- Lati Sub-Sublease will be equal to 50% of the aggregate amount of the monthly rent paid by Tigo under the Azaleas-Tigo Subleases as of the date of this Agreement (i.e., this Sale and Purchase Agreement) (which amount will be deemed to escalate on January 1 of each year based on the CPI Source (as defined in the Master Lease Agreement)), and will be evenly allocated among all of the Azaleas Sites. Tigo will be fully responsible for any and all rents and other amounts payable by Tigo under the Azaleas-Tigo Subleases (and Underlying Ground Leases) for all of Azaleas Sites. The Tigo-Lati Sub-Sublease will obligate Lati/SBA to comply with all of the other terms of the Azaleas-Tigo Subleases (except for those obligations that are personal to Tigo, such as any restrictions on changes in control of Tigo or any prohibitions on a bankruptcy of Tigo) and will not otherwise impose obligations or restrictions on Tigo. Tigo will not amend, modify, terminate, waive any provisions of, or cause any default under, any of the Azaleas-Tigo Subleases. Without limiting the foregoing, the Tigo-Lati Sub-Sublease will, with respect to each Azaleas Site, be co-terminous with the Azaleas-Tigo Sublease for such Azaleas Site. • If Lati/SBA loses an Azaleas Site (including by reason of an expiration or termination of the Azaleas-Tigo Sublease or Las Azaleas impeding access), then: • Tigo will (a) pursue a replacement site in accordance with Section 20 of the Master Lease Agreement for Guatemala (except for the provisions thereof stating that, if the site is not replaced, Tigo is not obligated to continue paying rent if the remaining ground lease term is at least 4 years, which will not apply for these purposes) and (b) bear all costs and expenses incurred as a result of any relocation of the Improvements, Communications Equipment and (if applicable) temporary transmission facilities (including site acquisition and construction costs of the replacement site, labor, specialist outsourcing and like-for-like material costs, capital expenditure of construction, costs of relocating Communications Equipment and Improvements of Tenants, and (if required) any temporary transmission facilities to mitigate coverage downtime for the networks of any Tenants). • Unless and until such Azaleas Site is replaced, (a) Tigo will pay to Lati/SBA an amount equal to the rents and fees payable under each Tenant lease in effect at such Azaleas Site (immediately prior to the loss of such Azaleas Site) for the remaining term of such lease from and after the loss of such Azaleas Site, (b) Lati/SBA will continue to pay rent under the Tigo-Lati Sub-Sublease. Lati/SBA and Tigo will consider in good faith a buyout of Las Azaleas’ rights and interests in and to each Azaleas Site.

 
Schedule 9.5(e) Indemnification Procedures and Other Limitations and Acknowledgements 1. Acknowledgements on Structure. a. The parties acknowledge that, as a result, certain facts and circumstances existing as of the Closing may constitute a Pre-Existing Condition and give rise to an Excluded Liability (a “Dual Covered Loss Circumstance”). b. The parties acknowledge that the mere fact that a Pre-Existing Condition also gave rise to an Excluded Liability does not, in and of itself, mean that all Losses relating to such Pre-Existing Condition are excused from Exhibit H. c. The Statement of Intention below is intended to address the use of Company Indemnified Persons’ rights to indemnification for both Excluded Liabilities and Pre-Existing Conditions, but not for any other purpose. 2. Statement of Intention. a. Except as set forth in 2(c), it is the intention of the parties that a Pre-Existing Condition is always subject to Exhibit H except to the extent a Company Indemnified Person is entitled to indemnification under a different provision of the Agreement (other than as an Excluded Liability), even if relating to a third-party claim. b. Except as set forth in 2(c), it is the intention of the parties that in the event of a Dual Covered Loss Circumstance, such Loss shall be subject to Exhibit H. c. Notwithstanding anything contained in the Schedule 9.5(e) to the contrary, Losses arising from, relating to or in connection with any one or more of the following shall be treated as Excluded Liabilities and not limited by Exhibit H: 1. any tort (or other civil liability in a Territory that would constitute a tort in the United States) occurring at or prior to Closing; 2. criminal conduct occurring at or prior to Closing; 3. violations of Anti-Corruption Laws occurring at or prior to Closing; 4. any Encumbrance that is affecting any of the Towers or Tower Sites (x) securing any Indebtedness of one or more Seller Parties or (y) for the benefit of the business of Seller and its Affiliates that is not the Business; and 5. Ground Leases not transferred to Purchaser or one of its Affiliates.

 
Resolution. In the case of a Dual Covered Loss Circumstance, the parties acknowledge and agree that the Company Indemnified Persons’ right to indemnification shall be interpreted in accordance with the Statement of Intention described on this Schedule.

 
EX-4.14 6 micsa202473752032indentu.htm EX-4.14 micsa202473752032indentu
MILLICOM INTERNATIONAL CELLULAR S.A. as the Issuer $450,000,000 7.375% SENIOR NOTES DUE 2032 INDENTURE Dated as of April 2, 2024 CITIBANK, N.A., LONDON BRANCH as Trustee, Transfer Agent and Paying Agent CITIBANK, N.A., LONDON BRANCH as Registrar

 
TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Definitions. 1 Section 1.02 Other Definitions. 25 Section 1.03 [Reserved]. 26 Section 1.04 Rules of Construction. 26 ARTICLE 2 THE NOTES 26 Section 2.01 Form and Dating. 26 Section 2.02 Execution and Authentication. 27 Section 2.03 Paying Agent, Registrars and Transfer Agents. 28 Section 2.04 Paying Agent to Hold Money. 28 Section 2.05 Holder Lists. 28 Section 2.06 Transfer and Exchange. 28 Section 2.07 Replacement Notes. 35 Section 2.08 Outstanding Notes. 36 Section 2.09 Treasury Notes. 36 Section 2.10 Temporary Notes. 36 Section 2.11 Cancellation. 36 Section 2.12 Defaulted Interest. 36 Section 2.13 Further Issues. 37 Section 2.14 CUSIP, ISIN or Common Code Number. 37 Section 2.15 Deposit of Moneys. 37 Section 2.16 Agents. 37 ARTICLE 3 REDEMPTION AND PREPAYMENT 38 Section 3.01 Notices to Trustee. 38 Section 3.02 Selection of Notes to Be Redeemed or Purchased. 38 Section 3.03 Notice of Redemption. 38 Section 3.04 Effect of Notice of Redemption. 39 Section 3.05 Deposit of Redemption or Purchase Price. 39 Section 3.06 Notes Redeemed or Purchased in Part. 40 Section 3.07 Optional Redemption. 40 Section 3.08 Redemption upon changes in withholding taxes. 41 Section 3.09 [Reserved]. 42 Section 3.10 Sinking fund. 42 Section 3.11 [Reserved]. 42 Section 3.12 Offer to Purchase by Application of Excess Proceeds. 42 Section 3.13 Post-Tender Redemption. 44 ARTICLE 4 COVENANTS 44 Section 4.01 Payment of Notes. 44 Section 4.02 Maintenance of Office or Agency. 45 Section 4.03 Provision of financial information. 45 Section 4.04 Compliance Certificate. 46 Section 4.05 [Reserved]. 46 Section 4.06 Stay, Extension and Usury Laws. 47 Section 4.07 [Reserved]. 47 Section 4.08 [Reserved]. 47 Section 4.09 Limitation on Debt. 47 Section 4.10 Limitation on Asset Dispositions. 49 Section 4.11 [Reserved]. 51 Section 4.12 Limitation on Liens securing Debt. 51 -i-

 
Section 4.13 Limitation on lines of business. 52 Section 4.14 [Reserved]. 52 Section 4.15 Change of Control. 52 Section 4.16 Limitation on Guarantees of the Issuer’s Debt by Subsidiaries. 52 Section 4.17 [Reserved]. 53 Section 4.18 Payments for consent. 53 Section 4.19 [Reserved]. 53 Section 4.20 Maintenance of listing. 53 Section 4.21 Financial Calculations for Limited Condition Transactions. 53 Section 4.22 Additional Amounts. 54 Section 4.23 Suspension of certain covenants when Notes rated investment grade. 56 Section 4.24 Limitation on Designation of Unrestricted Subsidiaries. 57 Section 4.25 FATCA 58 ARTICLE 5 SUCCESSORS 59 Section 5.01 Merger, consolidations and certain sales of assets of the Issuer. 59 Section 5.02 Successor Corporation Substituted. 59 ARTICLE 6 DEFAULTS AND REMEDIES 60 Section 6.01 Events of Default. 60 Section 6.02 Acceleration. 61 Section 6.03 Other Remedies. 61 Section 6.04 Waiver of Past Defaults. 61 Section 6.05 Control by Majority. 62 Section 6.06 Limitation on Suits. 62 Section 6.07 Right of Holders of Notes to Receive Payment. 62 Section 6.08 Collection Suit by Trustee. 63 Section 6.09 Trustee May File Proofs of Claim. 63 Section 6.10 Priorities. 63 Section 6.11 Undertaking for Costs. 63 Section 6.12 Restoration of Rights and Remedies. 64 Section 6.13 Rights and Remedies Cumulative. 64 Section 6.14 Delay or Omission Not Waiver. 64 ARTICLE 7 TRUSTEE 64 Section 7.01 Duties of Trustee. 64 Section 7.02 Rights of Trustee. 65 Section 7.03 Individual Rights of Trustee. 67 Section 7.04 Trustee’s Disclaimer. 67 Section 7.05 Notice of Defaults. 67 Section 7.06 [Reserved]. 68 Section 7.07 Compensation and Indemnity. 68 Section 7.08 Replacement of Trustee. 69 Section 7.09 Successor Trustee by Merger, etc. 69 Section 7.10 Eligibility; Disqualification. 70 Section 7.11 Agents. 70 ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE 70 Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance. 70 Section 8.02 Legal Defeasance and Discharge. 70 Section 8.03 Covenant Defeasance. 71 Section 8.04 Conditions to Legal or Covenant Defeasance. 71 Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. 72 Section 8.06 Repayment to Issuer. 72 Section 8.07 Reinstatement. 73 -ii-

 
ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER 73 Section 9.01 Without Consent of Holders. 73 Section 9.02 With Consent of Holders. 74 Section 9.03 Revocation and Effect of Consents. 75 Section 9.04 Notation on or Exchange of Notes. 75 Section 9.05 Trustee to Sign Amendments, etc. 75 ARTICLE 10 [RESERVED] 75 ARTICLE 11 [RESERVED] 75 ARTICLE 12 [RESERVED] 75 ARTICLE 13 SATISFACTION AND DISCHARGE 76 Section 13.01 Satisfaction and Discharge. 76 Section 13.02 Application of Trust Money. 76 ARTICLE 14 MISCELLANEOUS 77 Section 14.01 Notices. 77 Section 14.02 [Reserved]. 78 Section 14.03 Certificate and Opinion as to Conditions Precedent. 78 Section 14.04 Statements Required in Certificate or Opinion. 78 Section 14.05 Rules by Trustee and Agents. 79 Section 14.06 Agent for Service; Submission to Jurisdiction; Waiver of Immunities. 79 Section 14.07 No Liability of Directors, Officers, Employees, Incorporators, Members and Stockholders. 79 Section 14.08 Governing Law. 79 Section 14.09 No Adverse Interpretation of Other Agreements. 79 Section 14.10 Successors. 80 Section 14.11 Severability. 80 Section 14.12 Counterpart Originals. 80 Section 14.13 Table of Contents, Headings, etc. 80 Section 14.14 Judgment Currency. 80 Section 14.15 Prescription. 80 Section 14.16 Contractual Recognition of Bail-In Powers. 81 EXHIBITS Exhibit A FORM OF NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE -iii-

 
INDENTURE (this “Indenture”), dated as of April 2, 2024, among Millicom International Cellular S.A. (the “Issuer”), a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 2, rue du Fort Bourbon, L-1249, Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de commerce et des sociétés, Luxembourg) under the number B 40630 and Citibank, N.A., London Branch, as Trustee, Transfer Agent and Paying Agent, and Citibank, N.A., London Branch as Registrar. The Issuer and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the 7.375% Senior Notes due 2032 in an aggregate principal amount of $450,000,000 (the “Initial Notes”) and the Holders of any Additional Notes (as defined below and, together with the Initial Notes, the “Notes”). ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions. “Acquired Debt” means Debt of a Person or its Subsidiary: (a) Incurred and outstanding on the date on which such Person (i) was acquired by the Issuer or any of its Restricted Subsidiaries or (ii) is merged, consolidated, amalgamated or otherwise combined with (including pursuant to any acquisition of assets and assumption of related liabilities) the Issuer or its Restricted Subsidiary; or (b) Incurred to provide all or part of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary of the Issuer or was otherwise acquired by the Issuer or its Restricted Subsidiary; provided that, after giving pro forma effect to the transactions by which such Person became a Restricted Subsidiary of the Issuer or is merged, consolidated, amalgamated or otherwise combined with the Issuer or its Restricted Subsidiary, (i) the Issuer would have been able to Incur $1.00 of additional Debt pursuant to Section 4.09(a) hereof; or (ii) the Net Leverage Ratio would not be greater than such ratio before giving effect to such transactions. “Additional Notes” means additional Notes (other than the Initial Notes) issued under this Indenture in accordance with Section 2.02 hereof, as part of the same series as the Initial Notes. “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. “Agent” means any Registrar, co-registrar, Transfer Agent, Authenticating Agent, Paying Agent or additional 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 DTC that apply to such transfer or exchange. “Applicable Redemption Premium” means, with respect to any Note on any redemption date, the greater of: (a) 1% of the principal amount of such Note at such time; and (b) the excess of: (i) the present value at such redemption date of: (x) the redemption price of such Note at April 2, 2027 (such redemption price being set forth in Section 3.07(e)); plus (y) all required interest

 
payments that would otherwise be due to be paid on such Note during the period between the redemption date and April 2, 2027 (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate at such redemption date plus 50 basis points; over (ii) the outstanding principal amount of such Note. For the avoidance of doubt, the calculation of the Applicable Redemption Premium shall not be a duty or obligation of the Trustee, the Registrar, the Transfer Agent or the Paying Agent and shall be notified by the Issuer to the Trustee, the Paying Agent and the Holders no less than two (2) Business Days prior to any redemption date. “Asset Disposition” means any transfer, conveyance, sale, lease or other disposition by the Issuer or any of its Restricted Subsidiaries (including a consolidation or merger or other sale of any such Restricted Subsidiary with, into or to another Person in a transaction in which such Restricted Subsidiary ceases to be a Restricted Subsidiary of the Issuer, but excluding a disposition by a Restricted Subsidiary of the Issuer to the Issuer or a Restricted Subsidiary of the Issuer which is an 80% or more owned Restricted Subsidiary of the Issuer) of (i) shares of Capital Stock (other than directors’ qualifying shares and shares to be held by third parties to satisfy applicable legal requirements) or other ownership interests of a Restricted Subsidiary of the Issuer, (ii) substantially all of the assets of the Issuer or any of its Restricted Subsidiaries representing a division or line of business or (iii) other assets or rights of the Issuer or any of its Restricted Subsidiaries outside of the ordinary course of business; provided that the term “Asset Disposition” shall not include: (a) any dispositions of assets in a single transaction or series of transactions with an aggregate Fair Market Value in any calendar year of not more than the greater of (x) $25 million and (y) 1% of Total Assets (with unused amounts in any calendar year being carried over to the next succeeding year subject to a maximum of the greater of $25 million and 1% of Total Assets of carried over amounts for any calendar year); (b) any disposition of Tower Equipment, including any Sale/Leaseback Transaction; provided that any cash or Cash Equivalents received in connection with such disposition or Sale/Leaseback Transaction must be applied in accordance with Section 4.10. (c) a transfer of assets between or among the Issuer and any of its Restricted Subsidiaries; (d) the issuance of Capital Stock by a Restricted Subsidiary to the Issuer or to another Restricted Subsidiary of the Issuer; (e) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the Issuer or its Restricted Subsidiary) from whom such Restricted Subsidiary was acquired or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition; (f) the sale, lease or other transfer of products, services, accounts receivable, inventory or other assets in the ordinary course of business and any sale or other disposition of damaged, surplus, worn-out or obsolete assets; (g) dispositions in connection with Permitted Liens; (h) disposals of assets, rights or revenue not constituting part of the Related Business and other disposals of non-core assets acquired in connection with any acquisition permitted under this Indenture; (i) licenses and sublicenses of the Issuer or any of its Restricted Subsidiaries in the ordinary course of business; (j) 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; 2

 
(k) 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; (l) the granting of Liens not prohibited by Section 4.12 hereof; (m) a transfer or disposition of assets that is governed by the provisions of this Indenture described under Section 5.01 hereof; (n) the sale or other disposition of cash or Cash Equivalents; (o) the foreclosure, condemnation or any similar action with respect to any property or other assets; (p) sales of accounts receivable and related assets or an interest therein of the type specified in the definition of “Qualified Receivables Transaction” to a Receivables Entity, and Investments in a Receivables Entity consisting of cash or Securitization Obligations; (q) any disposition or expropriation of assets or Capital Stock which the Issuer or any Restricted Subsidiary is required by, or made in response to concerns raised by, a regulatory authority or court of competent jurisdiction; (r) any disposition of Capital Stock, Debt or other securities of an Unrestricted Subsidiary; (s) disposal of non-core assets acquired in connection with any acquisition permitted under this Indenture; (t) any disposition of assets to a Person who is providing services related to such assets, the provision of which have been or are to be outsourced by the Issuer or any Restricted Subsidiary to such Person; (u) any disposition of investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding agreements; provided that any cash or Cash Equivalents received in such disposition is applied in accordance with the requirements set forth in Section 4.10; (v) any sale or disposition with respect to property built, repaired, improved, owned or otherwise acquired by the Issuer or any Subsidiary pursuant to customary sale and leaseback transactions, asset securitizations and other similar financings permitted by this Indenture; (w) any dispositions constituting the surrender of tax losses by the Issuer or a Restricted Subsidiary (i) to Issuer or a Restricted Subsidiary; (ii) in order to eliminate, satisfy or discharge any tax liability of any Person that was formerly a Subsidiary of the Issuer which has been disposed of pursuant to a disposal permitted by the terms of this Indenture, to the extent that the Issuer or a Restricted Subsidiary would have a liability (in the form of an indemnification obligation or otherwise) to one or more Persons in relation to such tax liability if not so eliminated, satisfied or discharged; and (x) any other disposal of assets not described in clauses (a) to (w) above comprising in aggregate percentage value 10% or less of Total Assets. “Bankruptcy Law” means (a) Title 11 of the U.S. Code (as may be amended from time to time) or (b) any other law of the United States (or any political subdivision thereof), the British Virgin Islands (or any political subdivision thereof), Curaçao (or any political subdivision thereof), the Netherlands (or any political subdivision thereof), Luxembourg (or any political subdivision thereof), England (or any political subdivision thereof), or the laws of any other relevant jurisdiction or any political subdivision thereof relating to bankruptcy, insolvency, receivership, winding up, liquidation, reorganization or relief of debtors. “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the 3

 
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 Exchange Act), 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. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning. “Board of Directors” means: (a) with respect to any corporation, the board of directors or managers of the corporation (which, in the case of any corporation having both a supervisory board and an executive or management board, shall be the executive or management board) or any duly authorized committee thereof; (b) with respect to any partnership, the board of directors of the general partner of the partnership or any duly authorized committee thereof; (c) with respect to a limited liability company, the managing member or members (or analogous governing body) or any controlling committee of managing members thereof; and (d) with respect to any other Person, the board or any duly authorized committee thereof 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 each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York, London or Luxembourg, are authorized or obligated by law or executive order to close. “Capital Lease Obligation” of any Person means the obligation to pay rent or other payment amounts under a lease of real or personal property of such Person which is required to be classified and accounted for as a capital lease on the face of a statement of financial position of such Person in accordance with IFRS. The Stated Maturity of such obligation shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. The principal amount of Debt represented by such obligation shall be the capitalized amount thereof that would appear on the face of a statement of financial position of such Person in accordance with IFRS. “Capital Stock” of any Person means any and all shares, interests, participation or other equivalents (however designated) of corporate stock or other equity participation, including partnership interests, whether general or limited, of such Person. “Cash Equivalents” means, with respect to any Person: (a) (i) Government Securities and (ii) any direct obligations of, or obligations guaranteed by, a member of the European Union or the United Kingdom for the payment of which obligations or guarantees are backed by the full faith and credit of such member of the European Union or the United Kingdom is pledged and which have a remaining Weighted-Average Life to Maturity of not more than one year from the date of Investment therein; (b) term deposit accounts (excluding current and demand deposits), certificates of deposit, time deposits, money market deposits and bankers’ acceptances, in each case, issued by or held with (i) any lender to the Revolving Credit Facility, and their respective Affiliates, (ii) any bank or trust company which is organized under the laws of the United States of America, any state thereof, the United Kingdom, Switzerland, Canada, Australia or any member state of the European Union, which bank or trust company has capital, surplus and undivided profits aggregating in excess of $100 million (or the foreign currency equivalent thereof) and has outstanding debt which is rated no less than Investment Grade by at least one Rating Agency, or (iii) money market funds rated at least AAA 4

 
by at least one Rating Agency or managed by any lender to the Revolving Credit Facility; (c) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (a) entered into with any financial institution meeting the qualifications specified in clauses (b)(i) or (b)(ii) above; (d) commercial paper having one of the two highest ratings obtainable from any Rating Agency and in each case maturing within 365 days after the date of acquisition; (e) money market funds at least 95% of the assets of which constitute Cash Equivalents of the types described in clauses (a) through (d) of this definition; (f) with respect to any Person organized under the laws of, or having its principal business operations in, a jurisdiction outside the United States, the United Kingdom or the European Union, those investments that are of the same type as investments in clauses (a), (c) and (d) of this definition except that the obligor thereon is organized under the laws of the country (or any political subdivision thereof) in which such Person is organized or conducting business; and (g) up to US$100 million in the aggregate of term deposit accounts and overnight deposits held by such Person in countries where any Restricted Subsidiary operates its business. “Change of Control” means the occurrence of any of the following events: (a) any Person 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; (b) 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 respective subsidiaries taken as a whole to any Person occurs; or (c) a plan relating to the liquidation or dissolution of the Issuer is adopted. “Change of Control Triggering Event” will be deemed to have occurred if a Change of Control has occurred and a Rating Decline occurs. “Clearstream” means Clearstream Banking S.A. and its successors. “Consolidated EBITDA” means, for any period, operating profit of the Issuer and its Restricted Subsidiaries, as such amount is determined on a consolidated basis in accordance with IFRS, plus the sum of the following amounts, in each case, without duplication. Losses shall be added (as a positive number) and gains shall be deducted, in each case, to the extent such amounts were included in calculating operating profit: (a) depreciation and amortization expenses; (b) the net loss or gain on the disposal and impairment of assets; (c) share-based compensation expenses; (d) at the Issuer’s option, other non-cash charges reducing operating profit (provided that if any such non-cash charge represents an accrual of or reserve for potential cash charges in any future period, the cash payment in respect thereof in such future period shall reduce operating profit to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period) less other non-cash items of income increasing operating income (excluding any such non-cash item of income to the extent it represents (x) a receipt of cash payments in any future period, (y) the reversal of an accrual or reserve for a potential cash item that reduced operating income in any prior period and (z) any non-cash gains with respect to cash actually received in a prior period so long as such cash did 5

 
not increase operating income in such prior period); (e) any material extraordinary, one-off, non-recurring, exceptional or unusual gain, loss, expense or charge, including any charges or reserves in respect of any restructuring, redundancy, relocation, refinancing, integration or severance or other post-employment arrangements, signing, retention or completion bonuses, transaction costs, acquisition costs, disposition costs, business optimization, information technology implementation or development costs, costs related to governmental investigations and curtailments or modifications to pension or postretirement benefits schemes, litigation or any asset impairment charges or the financial impacts of natural disasters (including fire, flood and storm and related events); (f) at the Issuer’s option, the effects of adjustments in its consolidated financial statements pursuant to IFRS (including inventory, property, equipment, software, goodwill, intangible assets, in process research and development, deferred revenue and debt line items) attributable to the application of recapitalization accounting or acquisition accounting, as the case may be, in relation to any consummated acquisition or joint venture investment or the amortization or write-off or write-down of amounts thereof, net of taxes; (g) any reasonable expenses, charges or other costs related to any Equity Offering, Investment, acquisition, disposition, recapitalization or the Incurrence, waiver or amendment of any Debt (or the refinancing thereof) (whether or not successful or consummated), in each case, as determined in good faith by a responsible financial or accounting officer of the Issuer; (h) any gains or losses on associates; (i) any unrealized gains or losses due to changes in the fair value of equity Investments; (j) any unrealized gains or losses due to changes in the fair value of Permitted Interest Rate, Currency or Commodity Price Agreements; (k) any unrealized gains or losses due to changes in the carrying value of put options in respect of Capital Stock of, or voting rights with respect to, any Subsidiary, joint venture or associate; (l) any unrealized gains or losses due to changes in the carrying value of call options in respect of Capital Stock of, or voting rights with respect to, any Subsidiary, joint venture or associate; (m) any net foreign exchange gains or losses; (n) at the Issuer’s option, any adjustments to reduce the impact of the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies; (o) accruals and reserves that are established or adjusted within twelve months after the closing date of any acquisition that are so required to be established or adjusted as a result of such acquisition that are so required to be established as a result of such acquisition in accordance with IFRS; (p) any expenses, charges or losses to the extent covered by insurance or indemnity and actually reimbursed, or, so long as the Issuer or a Restricted Subsidiary has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer or indemnifying party and only to the extent that such amount is in fact reimbursed within 365 days of the date of the insurable or indemnifiable event (net of any amount so added back in any prior period to the extent not so reimbursed within the applicable 365-day period); (q) the amount of proceeds received from business interruption insurance and reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any acquisition, Investment or any sale, conveyance, transfer or other disposition of assets; (r) any net gain (or loss) realized upon any Sale/Leaseback Transaction that is not sold or otherwise disposed of in the ordinary course of business, determined in good faith by a responsible financial or accounting 6

 
officer of the Issuer; (s) the amount of loss on the sale or transfer of any assets in connection with an asset securitization program, receivables factoring transaction or other receivables transaction (including, without limitation, a Qualified Receivables Transaction); and (t) Specified Legal Expenses. For the purposes of calculating Consolidated EBITDA for any period, as of such date of determination: (i) if, since the beginning of such period the Issuer or any Restricted Subsidiary has made any Asset Disposition or disposed of any company, any business, or any group of assets constituting an operating unit of a business (any such disposition, a “Sale”), including any Sale occurring in connection with a transaction causing a calculation to be made hereunder, then 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; (ii) if, since the beginning of such period the Issuer or any Restricted Subsidiary (by merger or otherwise) will have made an Investment in any Person that thereby becomes a Restricted Subsidiary, or otherwise acquires any company, any business, or any group of assets constituting an operating unit of a business (any such Investment or acquisition, a “Purchase”), including any such Purchase occurring in connection with a transaction causing a calculation to be made hereunder, then Consolidated EBITDA for such period will be calculated after giving pro forma effect thereto as if such Purchase occurred on the first day of such period; (iii) if, since the beginning of such period any Person (that became a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period) will have made any Sale or any Purchase that would have required an adjustment pursuant to clauses (i) or (ii) above if made by the Issuer or a Restricted Subsidiary since the beginning of such period, Consolidated EBITDA for such period will be calculated after giving pro forma effect thereto as if such Sale or Purchase occurred on the first day of such period, including anticipated synergies and cost savings as if such Sale or Purchase occurred on the first day of such period; (iv) whenever pro forma effect is applied, the pro forma calculations will be as determined in good faith by a responsible financial or accounting officer of the Issuer (including in respect of anticipated synergies and cost savings) as though the full effect of synergies and cost savings were realized on the first day of the relevant period and shall also include the reasonably anticipated full run rate cost savings effect (as calculated in good faith by a responsible financial or chief accounting officer of the Issuer) of cost savings programs that have been initiated by the Issuer or its Restricted Subsidiaries as though such cost savings programs had been fully implemented on the first day of the relevant period; and (v) for the purposes of determining the amount of Consolidated EBITDA under this definition denominated in a foreign currency, the Issuer may, at its option, calculate the U. S. Dollar equivalent amount of such Consolidated EBITDA based on either (i) the weighted average exchange rates for the relevant period used in the consolidated financial statements of the Issuer for such relevant period or (ii) the relevant currency exchange rate in effect on the Issue Date. For the purpose of calculating the Consolidated EBITDA of the Issuer, any Joint Venture Consolidated EBITDA shall be added to the amount determined in accordance with the foregoing. “Consolidated Net Debt” means, as of any date of determination, the sum without duplication of (1) the total amount of Debt of the Issuer and its Restricted Subsidiaries on a consolidated basis in accordance with IFRS, minus (2) the sum without duplication of (i) all Debt outstanding under Minority Shareholder Loans, (ii) any Debt which is a contingent obligation of the Issuer or its Restricted Subsidiaries on such date, (iii) all Debt permitted by 7

 
clause (3) of Section 4.09(b), (iv) all Debt permitted by clause (17) of Section 4.09(b) and (v) all Debt outstanding under any Capital Lease Obligation or operating lease; minus (3) the amount of cash and Cash Equivalents (other than cash or Cash Equivalents received from the Incurrence of Debt by the Issuer or any of its Restricted Subsidiaries to the extent such cash or Cash Equivalents has not been subsequently applied or used for any purpose not prohibited by this Indenture) of the Issuer and its Restricted Subsidiaries on a consolidated basis that would be stated on the statement of financial position of the Issuer as of such date in accordance with IFRS, excluding, for the avoidance of doubt, Restricted Cash. “Credit Facility” means, a debt facility, arrangement, instrument, trust deed, note purchase agreement, indenture, purchase money financing, commercial paper facility or overdraft facility with banks or other institutions or investors providing for revolving credit loans, term loans, 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 or other Debt, 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 in each case, including all agreements, instruments and documents executed and delivered pursuant to or in connection with the foregoing (including, but not limited to, 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 Facility” shall include any agreement or instrument (i) changing the maturity of any Debt Incurred thereunder or contemplated thereby, (ii) adding Subsidiaries of the Issuer as additional borrowers or guarantors thereunder, (iii) increasing the amount of Debt Incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and conditions thereof. “Custodian” means Citibank N.A., and any and all successors thereto appointed as Custodian hereunder and having become such pursuant to the applicable provision of this Indenture. “Debt” means (without duplication), with respect to any Person, whether recourse is to all or a portion of the assets of such Person and whether or not contingent: (a) the principal of and premium, if any, in respect of every obligation of such Person for money borrowed; (b) the principal of and premium, if any, in respect of every obligation of such Person evidenced by bonds, debentures, notes or other similar instruments; (c) every reimbursement obligation of such person with respect to letters of credit, bankers’ acceptances or similar facilities issued for the account of such Person (but only to the extent such obligations are not reimbursed within 30 days following receipt by such Person of a demand for reimbursement); and (d) the principal component of every obligation of the type referred to in clauses (a) through (c) of another Person and all dividends of another Person the payment of which, in either case, such Person has Guaranteed or is responsible or liable for, directly or indirectly, as obligor, guarantor or otherwise to the extent not otherwise included in the Debt of such Person. The “amount” or “principal amount” of Debt at any time of determination as used herein represented by (x) any Debt issued at a price that is less than the principal amount at maturity thereof, shall be the amount of the liability in respect thereof determined in accordance with IFRS, (y) any Redeemable Stock, shall be the maximum fixed redemption or repurchase price in respect thereof; and (z) any amount of Debt that has been cash-collateralized, to the extent so cash-collateralized, shall be excluded from any calculation of Debt. Notwithstanding anything else to the contrary, for all purposes under this Indenture, the amount of Debt Incurred, repaid, redeemed, repurchased or otherwise acquired by a Restricted Subsidiary of the Issuer shall equal the liability in respect thereof determined in accordance with IFRS and reflected on the Issuer’s consolidated statement of financial position. 8

 
The term “Debt” shall not include: (i) obligations described in clauses (a) or (b) of the first paragraph of this definition of Debt that are Incurred by a Restricted Subsidiary of the Issuer (the “Proceeds Recipient”) and owed to a bank or other lending institution (the “On-Lend Bank”) to facilitate the substantially concurrent on-lending of proceeds (the “Proceeds On-Loan”) from Debt Incurred by the Issuer or any of its Restricted Subsidiaries (other than the Proceeds Recipient) as permitted by Section 4.09 hereof to the extent (i) the principal obligations in respect of the Proceeds On-Loan are secured by security over cash granted in favor of the On-Lend Bank or any of its affiliates in an amount not less than the principal amount of the Proceeds On-Loan or (ii) the Proceeds On-Loan is put in place substantially concurrently with a loan by the Issuer or any of its Restricted Subsidiaries (other than the Proceeds Recipient) to the On-Lend Bank (the “On-Lend Bank Borrowing”) pursuant to which the Proceeds Recipient is entitled to reduce the principal amount of the Proceeds On-Loan by an amount equal to the principal amount of the On-Lend Bank Borrowing if a default or acceleration occurs with respect to such On-Lend Bank Borrowing or (iii) the substantial risks and rewards of the Proceeds On-Loan are transferred, using a synthetic instrument or any other arrangement or agreement, from the On-Lend Bank to the Issuer or any of its Restricted Subsidiaries (other than the Proceeds Recipient) in exchange for an amount not less than (x) the amount of cash granted in favor of the On-Lend Bank or any of its Affiliates or (y) the outstanding amount of the On-Lend Bank Borrowing, as applicable, in each case as at the effective date of such transfer; (ii) any liability of the Issuer or any of its Restricted Subsidiaries (other than the Proceeds Recipient) attributable to a synthetic instrument or any other arrangement or agreement described in paragraph (i)(iii) above to the extent such obligation under the relevant instrument, arrangement or agreement has not come due but is classified as a financial liability in accordance with IFRS and recorded as a current liability on the Issuer’s consolidated statement of financial position; (iii) any Restricted MFS Cash; (iv) any liability of the Issuer attributable to a put option or similar instrument, arrangement or agreement entered into after the Issue Date granted by the Issuer relating to an interest in any other entity, in each case to the extent such option has not been exercised or such obligation under the relevant instrument, arrangement or agreement has not come due but is classified as a financial liability in accordance with IFRS, and recorded as a current liability on the Issuer’s consolidated statement of financial position; (v) any standby letter of credit, performance bond or surety bond provided by the Issuer or any Restricted Subsidiary that are customary in the Related Business to the extent such letters of credit or bonds are not drawn upon or, if and to the extent drawn upon, are honored in accordance with their terms; (vi) any deposits or prepayments received by the Issuer or a Restricted Subsidiary from a customer or subscriber for its service and any other deferred or prepaid revenue; (vii) any obligations to make payments in relation to earn outs; (viii) Debt which is in the nature of equity (other than redeemable shares) or equity derivatives; (ix) Capital Lease Obligations or operating leases; (x) receivables sold or discounted, whether recourse or non-recourse, including for the avoidance of doubt any debt in respect of Qualified Receivables Transactions, including without limitation guarantees by a Receivables Entity of the obligations of another Receivables Entity; (xi) pension obligations or any obligation under employee plans or employment agreements; (xii) any “parallel debt” obligations to the extent that such obligations mirror other Debt; 9

 
(xiii) any payments or liability for assets acquired or services supplied deferred (including Trade Payables) in accordance with the terms pursuant to which the relevant assets were or are to be acquired or services were or are to be supplied; (xiv) the principal component or liquidation preference of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock or, with respect to any Restricted Subsidiary, any Preferred Stock (including, in each case, any accrued dividends); and (xv) the net obligations of such Person under any Permitted Interest Rate, Currency or Commodity Price Agreement. “Default” means an event that with the passing of time or the giving of notice, or both would constitute an Event of Default. “Definitive Registered Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Sections 2.06, 2.07 and 2.09 hereof, substantially in the form of Exhibit A hereto and bearing the Private Placement Legend, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto. “Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, DTC, including any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision(s) of this Indenture. “Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event: (a) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise; (b) is convertible or exchangeable for Debt or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable solely at the option of the Issuer or a Restricted Subsidiary); or (c) is redeemable at the option of the holder of the Capital Stock in whole or in part, in each case on or prior to the earlier of the date (a) of the Stated Maturity of the Notes or (b) on which there are no Notes Outstanding, provided that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock; provided, further that any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Issuer to repurchase such Capital Stock upon the occurrence of a change of control or asset sale (each defined in a substantially identical manner to the corresponding definitions in this Indenture) shall not constitute Disqualified Stock if the terms of such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) provide that the Issuer may not repurchase or redeem any such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) pursuant to such provision prior to compliance by the Issuer with Sections 4.15 and 4.10 hereof. “DTC” means The Depository Trust Company and its successors. “Equity Offering” means a sale of Qualified Capital Stock of the Issuer or a Holding Company 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, Qualified Capital Stock of the Issuer. “Euro MTF Market” means the Euro MTF Market, the alternative market of the Luxembourg Stock Exchange. 10

 
“Euroclear” means Euroclear Bank, SA/NV and its successors. “European Union” means the European Union as of January 1, 2004 (except for the United Kingdom), including the countries of Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal, Spain and Sweden, but not including any country which became or becomes a member of the European Union after January 1, 2004. “Fair Market Value” means, with respect to any asset or property, the sale value that would be obtained in an arm’s length free market transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith by the Issuer’s Chief Executive Officer, Chief Financial Officer or responsible accounting or financial officer. “Fitch” means Fitch Rating, Ltd. and its successors. “GAAP” means generally accepted accounting principles in the United States. “Global Notes” means, individually and collectively, each of the global notes, 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 and 2.06 hereof. “Global Note Legend” means the legend set forth in Section 2.06(f)(2) hereof, which is required to be placed on all Global Notes issued under this Indenture. “Government Securities” means direct obligations of, or obligations Guaranteed by, the United States of America (or by any agency thereof) for the payment of which obligations or Guarantee the full faith and credit of the United States is pledged and which have a remaining Weighted-Average Life to Maturity of not more than one year from the date of Investment therein. “Gradation” means a gradation within a Rating Category or a change to another Rating Category, which shall include: (i) “+” and “-” in the case of Fitch’s current Rating Categories (e.g., a decline from BB+ to BB would constitute a decrease of one gradation), (ii) 1, 2 and 3 in the case of Moody’s current Rating Categories (e.g., a decline from Ba1 to Ba2 would constitute a decrease of one gradation), or (iii) the equivalent in respect of successor Rating Categories of Fitch or Moody’s or Rating Categories used by Rating Agencies other than Fitch and Moody’s. “Guarantee” by any Person means any obligation, contingent or otherwise, of such Person guaranteeing, or having the economic effect of guaranteeing, any Debt of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including, without limitation, any obligation of such Person: (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Debt; (b) to purchase property, securities or services for the purpose of assuring the holder of such Debt of the payment of such Debt; or (c) to maintain working capital, equity capital or other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Debt (and “Guaranteed” and “Guaranteeing” shall have meanings correlative to the foregoing); provided, however, that the Guarantee by any Person shall not include endorsements by such Person for collection or deposit, in either case, in the ordinary course of business. “Holder” means the Person in whose name a Note is recorded on the Registrar’s books. “Holding Company” 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. 11

 
“IFRS” means the International Financial Reporting Standards promulgated by the International Accounting Standards Board or any successor board or agency (and, at the irrevocable option of the Issuer, as adopted by the European Union), as in effect on the Issue Date; provided that the Issuer may, at any time, irrevocably elect by written notice to the Trustee to use IFRS as in effect from time to time, and, upon such notice, references herein to IFRS shall thereafter be construed to mean IFRS as in effect from time to time. The Issuer also may, at any time, irrevocably elect by written notice to the Trustee to use GAAP as in effect from time to time in lieu of IFRS and, upon such notice, references herein to IFRS shall thereafter be construed to mean GAAP as in effect from time to time; provided that upon first reporting its fiscal year results under GAAP, the Issuer shall restate the financial statements required to be delivered under Section 4.03, on the basis of GAAP for the fiscal year ending immediately prior to the first fiscal year for which financial statements have been prepared on the basis of GAAP. “Incur” means, with respect to any Debt or other obligation of any Person, to create, issue, incur (by conversion, exchange or otherwise), assume, Guarantee or otherwise become liable in respect of such Debt or other obligation, including by acquisition of Subsidiaries (the Debt of any other Person becoming a Subsidiary of such Person being deemed for this purpose to have been incurred at the time such other Person becomes a Subsidiary), or the recording, as required pursuant to IFRS or otherwise, of any such Debt or other obligation on the statement of financial position of such Person (and “Incurrence,” “Incurred,” “Incurrable” and “Incurring” shall have meanings correlative to the foregoing); provided, however, that a change in IFRS that results in an obligation of such Person that exists at such time becoming Debt shall not be deemed an Incurrence of such Debt. If any Person becomes a Restricted Subsidiary on any date after the date of this Indenture (including by Redesignation of an Unrestricted Subsidiary), the Debt of such Person outstanding on such date will be deemed to have been Incurred by such Person on such date for purposes of Section 4.09. “Indenture” means this Indenture, as amended or supplemented from time to time. “Indirect Participant” means a Person who holds a Book-Entry Interest in a Global Note through a Participant. “Interest Rate, Currency or Commodity Price Agreement” of any Person means any forward contract, futures contract, swap, option or other financial agreement or arrangement (including, without limitation, caps, floors, collars and similar agreements) relating to, or the value of which is dependent upon, interest rates, currency exchange rates or commodity prices or indices (excluding contracts for the purchase or sale of goods in the ordinary course of business). “Investment” by any Person means any direct or indirect loan, advance or other extension of credit or capital contribution (by means of transfers of cash or other property to others or payments for property or services for the account or use of others, or otherwise) to, or purchase or acquisition of Capital Stock, bonds, notes, debentures or other securities or evidence of Debt issued by, any other Person, including any payment on a Guarantee of any obligation of such other Person, together with all items that are or would be classified as Investments on a statement of financial position (excluding the footnotes thereto) prepared in accordance with IFRS, but shall not include (a) trade accounts receivable in the ordinary course of business on credit terms made generally available to the customers of such Person, or (b) commission, travel, payroll, entertainment, relocation and similar advances to officers and employees and profit sharing and other employee benefit plan contributions made in the ordinary course of business. Except as otherwise provided in this Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to a subsequent change in value and, to the extent applicable, shall be determined based on the equity value of such Investment. “Investment Grade” means (i) BBB- or above in the case of Fitch (or its equivalent under any successor Rating Categories of Fitch), (ii) Baa3 or above, in the case of Moody’s (or its equivalent under any successor Rating Categories of Moody’s), and (iii) the equivalent in respect of the Rating Categories of any Rating Agencies. “Issue Date” means April 2, 2024. “Issuer” means Millicom International Cellular S.A. 12

 
“Joint Venture Consolidated EBITDA” means an amount equal to the product of (i) the Consolidated EBITDA of any joint venture (determined in good faith by a responsible financial or accounting officer of the Issuer on the same basis as provided for in the definition of “Consolidated EBITDA” (with the exception of clause (i) and the last sentence thereof) as if each reference to the “Issuer and its Restricted Subsidiaries” in such definition was to such joint venture) whose financial results are not consolidated with those of the Issuer in accordance with IFRS and (ii) a percentage equal to the direct or indirect equity ownership percentage of the Issuer and/or its Restricted Subsidiaries in the Capital Stock of such joint venture and its Subsidiaries. “Lien” means, with respect to any property or assets, any mortgage, pledge, security interest, lien, charge, encumbrance, priority or other security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such property or assets (including, without limitation, any conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing). “Limited Condition Transaction” means (i) any Investment or acquisition, including by way of merger, amalgamation or consolidation, in each case, by one or more of the Issuer and its Restricted Subsidiaries of any assets, business or Person whose consummation is not conditioned on the availability of, or on obtaining, third party financing and (ii) any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Debt requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment. “Luxembourg” means the Grand Duchy of Luxembourg. “Minority Shareholder Loan” means Debt of a Restricted Subsidiary of the Issuer that is issued to and held by an equity owner of such Restricted Subsidiary, other than the Issuer or a subsidiary of the Issuer. “Moody’s” means Moody’s Investor Service, Inc. and its successors. “Net Available Proceeds” from any Asset Disposition means cash or readily marketable cash equivalents received (including by way of sale or discounting of a note, installment receivable or other receivable, but excluding any assets described in clauses (4) and (5) of Section 4.10(b) hereof and other consideration received in the form of assumption by the acquiror of Debt or other obligations relating to such properties or assets) therefrom by the Issuer or any of its Restricted Subsidiaries, net of: (a) all legal, title and recording tax expenses, commissions and other fees and expenses incurred, including, without limitation, legal, consultant, accounting and investment banking fees, sales commissions, discounts and brokerage costs, and all federal, state, provincial, foreign and local taxes required to be accrued as a liability as a consequence of such Asset Disposition; (b) all payments made by the Issuer or any of its Restricted Subsidiaries, on any Debt which is secured by such assets in accordance with the terms of any Lien upon or with respect to such assets or which must by the terms of such Debt or Lien, or in order to obtain a necessary consent to such Asset Disposition or by applicable law, be repaid out of the proceeds from such Asset Disposition; (c) all distributions and other payments made to other equity holders in the Issuer’s Subsidiaries or joint ventures as a result of such Asset Disposition; and (d) appropriate amounts to be provided by the Issuer or any of its Restricted Subsidiaries, as the case may be, as a reserve in accordance with IFRS, against any liabilities associated with such assets and retained by the Issuer or any of its Restricted Subsidiaries, as the case may be, after such Asset Disposition, including, without limitation, liabilities under any indemnification obligations, relocation costs and severance and other employee termination costs associated with such Asset Disposition, in each case as determined by the Issuer’s Board of Directors, in its reasonable good faith judgment. “Net Leverage Ratio” means, as of any date of determination, the ratio of (1) the Consolidated Net Debt outstanding on such date to (2) the Consolidated EBITDA for the four most recent full fiscal quarters ending immediately prior to such date for which consolidated financial statements are available, determined, in each case, 13

 
on a pro forma basis as if any such Debt had been Incurred, or such other Debt had been repaid, redeemed or repurchased, as applicable, at the beginning of such four fiscal quarter period; provided, however, that the pro forma calculation shall not give effect to (i) any Debt Incurred on such determination date pursuant to Section 4.09(b) hereof (other than Debt Incurred pursuant to clause (6) of Section 4.09(b) hereof), or (ii) the discharge on such determination date of any Debt to the extent that such discharge results from the proceeds Incurred pursuant to Section 4.09(b) hereof (other than the discharge of Debt using proceeds of Debt Incurred pursuant to clause (6) of Section 4.09(b) hereof). For the avoidance of doubt, in determining Net Leverage Ratio, no cash or Cash Equivalents shall be included that are the proceeds of Debt in respect of which the pro forma calculation is to be made unless such proceeds are committed to be used for the repayment or refinancing of any Debt. “Offer to Purchase” means a written offer (the “Offer”) sent by the Issuer by first class mail, postage prepaid, to each Holder at his address appearing on the Registrar’s books on the date of the Offer offering to purchase up to the principal amount of Notes specified in such Offer at the purchase price specified in such Offer (as determined pursuant to this Indenture). Unless otherwise required by applicable law, the Offer shall specify an expiration date (the “Expiration Date”) of the Offer to Purchase which shall be, subject to any contrary requirements of applicable law, not less than 10 days or more than 60 days after the date of such Offer and a settlement date (the “Purchase Date”) for purchase of Notes within five Business Days after the Expiration Date. The Issuer shall notify the Trustee at least 15 Business Days (or such shorter period as is acceptable to the Trustee) prior to the mailing of the Offer of the Issuer’s obligation to make an Offer to Purchase, and the Offer shall be mailed by the Issuer or, at the Issuer’s request, by the Trustee in the name and at the expense of the Issuer. The Offer shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Purchase. The Offer shall also state: (a) the Section of this Indenture pursuant to which the Offer to Purchase is being made; (b) the Expiration Date and the Purchase Date; (c) the aggregate principal amount of the Outstanding Notes offered to be purchased by the Issuer pursuant to the Offer to Purchase (including, if less than 100%, the manner by which such has been determined pursuant to the Section of this Indenture requiring the Offer to Purchase) (the “Purchase Amount”); (d) the purchase price to be paid by the Issuer for each $1,000 aggregate principal amount of Notes accepted for payment (as specified pursuant to this Indenture) (the “Purchase Price”); (e) that each Holder may tender all or any portion of the Notes registered in the name of such Holder and that any portion of a Note tendered must be tendered in minimum amounts of $200,000 and integral multiples of $1,000 in excess thereof; (f) the place or places where Notes are to be surrendered for tender pursuant to the Offer to Purchase; (g) that interest on any Note not tendered or tendered but not purchased by the Issuer pursuant to the Offer to Purchase will continue to accrue; (h) that on the Purchase Date the Purchase Price will become due and payable upon each Note being accepted for payment pursuant to the Offer to Purchase and that interest thereon shall cease to accrue on and after the Purchase Date; (i) that each Holder electing to tender a Note pursuant to the Offer to Purchase will be required to surrender such Note at the place or places specified in the Offer prior to the close of business on the Expiration Date (such Note being, if the Issuer or the Trustee so requires, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing); (j) that Holders will be entitled to withdraw all or any portion of Notes tendered if the Issuer (or their paying agent) receives, not later than the close of business on the Expiration Date, telex, facsimile transmission or 14

 
letter setting forth the name of such Holder, the principal amount of the Note such Holder tendered, the certificate number of such Note and a statement that such Holder is withdrawing all or a portion of his tender; (k) that (a) if Notes in an aggregate principal amount less than or equal to the Purchase Amount are duly tendered and not withdrawn pursuant to the Offer to Purchase, the Issuer shall purchase all such Notes and (b) if Notes in an aggregate principal amount in excess of the Purchase Amount are tendered and not withdrawn pursuant to the Offer to Purchase, the Issuer shall purchase Notes having an aggregate principal amount equal to the Purchase Amount on a pro rata basis (with such adjustments as may be deemed appropriate so that only Notes in denominations of $1,000 or integral multiples thereof shall be purchased and provided that Notes of $200,000 or less may only be purchased in whole and not in part); and (l) that in the case of any Holder whose Note is purchased only in part, the Issuer shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, in an aggregate principal amount equal to and in exchange for the unpurchased portion of the Note so tendered. Any Offer to Purchase shall be governed by and effected in accordance with the Offer for such Offer to Purchase. For so long as the Notes are listed on the Official List and/or admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange, and the rules of the Luxembourg Stock Exchange so require, the Issuer will, to the extent and in the manner permitted by such rules, post notices relating to the Offer to Purchase on the official website of the Luxembourg Stock Exchange (www.luxse.com). “Offering Memorandum” means the offering memorandum dated March 26, 2024 relating to the offering of the Initial Notes. “Officer” means the Chief Executive Officer or the Chief Financial Officer of the Issuer or a responsible accounting, financial officer or any authorized signatory of the Issuer. “Officer’s Certificate” means a certificate signed by the Chairman of the Board of Directors, any Vice Chairman of the Board of Directors, any Director or Manager as the case may be, the Chief Executive Officer, the Chief Financial Officer, any Executive or Senior Vice President, or the Secretary of the Board of the Issuer, and delivered to the Trustee and, where applicable, the paying agent. “Opinion of Counsel” means a written opinion from legal counsel (in form and substance reasonably acceptable to the Trustee, where such opinion is addressed to, or is for the benefit of the Trustee) that meets the requirements of Section 14.04 hereof. The counsel may be an employee of or counsel to the Issuer or any of its Subsidiaries. “Outstanding” when used with respect to the Notes, means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture, except: (a) Notes theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; (b) Notes for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee in trust or any paying agent (other than the Issuer) or set aside and segregated in trust by the Issuer (if the Issuer shall act as its own paying agent) for the Holders of such Notes; provided that, if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and (c) Notes which have been paid or in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, other than any such Notes in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Notes are held by a bona fide purchaser in whose hands such Notes are valid obligations of the Issuer; provided, however, that in determining whether the Holders of 15

 
the requisite principal amount of the Outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Issuer or any other obligor upon the Notes or any Affiliate of the Issuer or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which the Trustee knows to be so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuer or any other obligor upon the Notes or any Affiliate of the Issuer or of such other obligor. “Pari Passu Debt” means any Debt of the Issuer that ranks pari passu in right of payment to the Notes. “Participant” means, with respect to the Depositary, a Person who has an account with the Depositary, which shall include Euroclear and Clearstream. “Permitted Asset Swap” means the concurrent purchase and sale or exchange of related business assets or a combination of related business assets, cash and Cash Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person. “Permitted Interest Rate, Currency or Commodity Price Agreement” of any Person means any Interest Rate, Currency or Commodity Price Agreement entered into with one or more financial institutions in the ordinary course of business that is designed to protect such Person against fluctuations in interest rates or currency exchange rates or with respect to Debt Incurred and which shall have a notional amount no greater than the payments due with respect to the Debt being hedged thereby, or in the case of currency or commodity protection agreements against currency exchange or commodity price fluctuations in the ordinary course of business relating to then existing financial obligations and not for purposes of speculation. “Permitted Investments” means (1) loans or advances to employees and officers (or loans to any direct or indirect parent, the proceeds of which are used to make loans or advances to employees or officers, or Guarantees of third-party loans to employees or officers) in the ordinary course of business; and (2) customary cash management, cash pooling or netting or setting off arrangements; and (3) the granting of Liens pursuant to clause (ll) of the definition of Permitted Liens. “Permitted Liens” means: (a) Liens for taxes, assessments or governmental charges or levies on the property of the Issuer or any of its Restricted Subsidiaries if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceeds promptly instituted and diligently concluded; provided that any reserve or other appropriate provision that shall be required in conformity with IFRS shall have been made therefor; (b) Liens imposed by law, such as statutory Liens of landlords’, carriers’, materialmen’s, repairmen’s, construction, warehousemen’s and mechanics’ Liens and other similar Liens, on the property of the Issuer or any of its Restricted Subsidiaries arising in the ordinary course of business or Liens arising solely by virtue of any statutory or common law provisions relating to attorney’s liens or bankers’ liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depositary institution; (c) Liens on the property of the Issuer or any of its Restricted Subsidiaries Incurred in the ordinary course of business to secure performance of obligations with respect to statutory or regulatory requirements, performance bids, trade contracts, letters of credit, performance or return-of-money bonds, surety bonds or other obligations of a like nature and Incurred in a manner consistent with industry practice, in each case which are not Incurred in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property and which do not in the aggregate impair in any material respect the use of property in the operation of the business of the Issuer and its Restricted Subsidiaries taken as a whole; (d) Liens on property at the time the Issuer or any of its Restricted Subsidiaries acquired such property 16

 
and Liens Incurred in anticipation of or in connection with the transaction or series of transactions pursuant to which such property was acquired by the Issuer or its Restricted Subsidiaries; provided, however, that any such Lien may not extend to any other property of the Issuer or any of its Restricted Subsidiaries; (e) Liens on the property of a Person at the time such Person becomes a Restricted Subsidiary (including Liens created, incurred or assumed in connection with or in contemplation of such acquisition or transaction); provided, however, that any such Lien may not extend to any other property of the Issuer or any other Restricted Subsidiary that is not a Restricted Subsidiary of such Person (other than pursuant to after-acquired property clauses in effect with respect to such Lien at the time of acquisition on property of the type that would have been subject to such Lien notwithstanding the occurrence of such acquisition); (f) pledges or deposits by the Issuer or any of its Restricted Subsidiaries under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Debt) or leases to which the Issuer or any of its Restricted Subsidiaries is party, or deposits to secure public or statutory obligations of the Issuer or any of its Restricted Subsidiaries or deposits for the payment of rent, in each case Incurred in the ordinary course of business; (g) utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character; (h) any provision for the retention of title to any property by the vendor or transferor of such property which property is acquired by the Issuer or a Restricted Subsidiary in a transaction entered into in the ordinary course of business of the Issuer or a Restricted Subsidiary and for which kind of transaction it is customary market practice for such retention of title provision to be included; (i) Liens arising by means of any judgment, decree or order of any court, to the extent not otherwise resulting in a Default hereunder so long as any appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree or order have not been fully terminated or the period within which such proceedings may be initiated has not expired and any Liens that are required to protect or enforce rights in any administrative, arbitration or other court proceeding in the ordinary course of business; (j) Liens securing any Credit Facility or any Permitted Interest Rate, Currency or Commodity Price Agreement; (k) Liens securing customary indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the disposition of the Issuer or any Restricted Subsidiary, and earn-out provisions or contingent payments in respect of purchase price or adjustment of purchase price or similar obligations in acquisition agreements other than guarantees of Debt incurred by any Person acquiring all or any portion of such assets for the purpose of financing such acquisition; (l) mortgages, liens, security interests, 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 of its Restricted Subsidiaries has easement rights or on any real property leased by the Issuer or any of its Restricted Subsidiaries or similar agreements relating thereto and any condemnation or eminent domain proceedings or compulsory purchase order affecting real property; (m) Liens existing on the Issue Date; (n) Liens in favor of the Issuer or any Restricted Subsidiary; (o) Liens on insurance policies and the proceeds thereof, or other deposits, to secure insurance premium financings in respect of the Issuer or any of its Restricted Subsidiaries; (p) Liens arising from financing statement filings (or other similar filings in any applicable jurisdiction) regarding operating leases entered into by any Restricted Subsidiary of the Issuer in the ordinary course 17

 
of business; (q) Liens on goods (and the proceeds thereof) and documents of title and the property covered thereby securing Debt in respect of commercial letters of credit issued to facilitate the purchase, shipment or storage of such inventory or other goods; (r) Liens on property of any Restricted Subsidiary of the Issuer to secure Debt Incurred by such Restricted Subsidiary pursuant to Section 4.09(a) hereof or clauses (9), (10), (11), (12) or (13) of Section 4.09(b) hereof; and Liens on property of the Issuer to secure Debt Incurred by the Issuer pursuant to clause (12) of Section 4.09(b) hereof; (s) Liens for the purpose of securing the payment of all or a part of the purchase price of Capital Lease Obligations or payments Incurred by the Issuer or its Restricted Subsidiaries to finance the acquisition, improvement or construction of, assets or property acquired or constructed in the ordinary course of business; provided that such Liens do not encumber any other assets or property of the Issuer or its Restricted Subsidiaries other than such assets or property and assets affixed or appurtenant thereto; (t) Liens on the property of the Issuer or any of its Restricted Subsidiaries to replace in whole or in part, any Lien described in the foregoing clauses (a) through (s); provided that any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the Debt being refinanced or in respect of property that is the security for a Permitted Lien hereunder; (u) any interest or title of a lessor under any Capital Lease Obligation or operating lease; (v) Liens on any escrow account used in connection with an acquisition of property or Capital Stock of any Person or pre-funding a refinancing of Debt otherwise permissible by this Indenture; (w) Liens on the Issuer’s and any of its Restricted Subsidiaries’ deposits in favor of financial institutions arising from any netting or set-off arrangement substantially consistent with its current practice for the purpose of netting debt and credit balances substantially consistent with the Issuer’s or the Restricted Subsidiaries’ existing cash pooling arrangements; (x) Liens incurred in the ordinary course of business of the Issuer or any of its Restricted Subsidiaries with respect to obligations that do not exceed the greater of $500 million or 4% of Total Assets at any one time outstanding and that do not in the aggregate materially detract from the value of the property of the Issuer, or materially impair the use thereof in the operation of business by the Issuer and its Restricted Subsidiaries; (y) Liens over cash or other assets that secure collateralized obligations Incurred as Permitted Debt; provided that the amount of cash collateral does not exceed the principal amount of the Permitted Debt; (z) Liens on Restricted MFS Cash in favor of the customers or dealers of, or third parties in relation to, one or more of the Issuer’s Restricted Subsidiaries engaged in the provision of mobile financial services, in each case who provided such Restricted MFS Cash to the relevant Restricted Subsidiary; (aa) Liens on Receivables and related assets of the type described in the definition of “Qualified Receivables Transaction” Incurred in connection with a Qualified Receivables Transaction, and Liens on Investments in Receivables Entities; (bb) Liens consisting of any right of set-off granted to any financial institution acting as a lockbox bank in connection with a Qualified Receivables Transaction; (cc) Liens for the purpose of perfecting the ownership interests of a purchaser of Receivables and related assets pursuant to any Qualified Receivables Transaction; 18

 
(dd) [Reserved]; (ee) Liens arising in connection with other sales of Receivables permitted hereunder without recourse to the Issuer or any of its Restricted Subsidiaries; (ff) Liens on Receivables and related assets of the type specified in the definition of “Qualified Receivables Transaction” pursuant to any Qualified Receivables Transaction; (gg) Liens for the purpose of securing the payment of all or a part of the purchase price of, or Capital Lease Obligations, Purchase Money Obligations or other payments Incurred to finance the acquisition, improvement or construction of, assets or property acquired or constructed in the ordinary course of business (including Liens arising out of conditional sale, title retention, hire purchase, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business), provided that such Liens do not encumber any other assets or property of the Issuer or any Restricted Subsidiary other than such assets or property and assets affixed or appurtenant thereto; (hh) Liens securing Debt or other obligations of a Restricted Subsidiary owing to the Issuer or another Restricted Subsidiary; (ii) Liens in respect of the ownership interests in, or assets owned by, any joint ventures or similar arrangements, other than joint ventures and similar arrangements that are Restricted Subsidiaries, securing obligations of such joint ventures or similar agreements; (jj) any encumbrance or restriction (including, but not limited to, put and call arrangements) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement; (kk) Liens over rights under loan agreements relating to, or over notes or similar instruments evidencing, the on-loan of proceeds received by a Restricted Subsidiary from the issuance of Debt, which Liens are created to secure payment of such Debt; (ll) Liens on Capital Stock or other securities or assets of any Unrestricted Subsidiary that secure Debt of such Unrestricted Subsidiary; and (mm) Liens securing Acquired Debt described in clause (a) of the definition thereof (provided that any Liens securing Permitted Refinancing Debt with respect thereto shall not be a Permitted Lien pursuant to this clause (mm)). “Permitted Refinancing Debt” means any renewals, extensions, substitutions, defeasances, discharges, refinancings or replacements (each, for purposes of this definition and clause (8) of Section 4.09(b) hereof, a “refinancing”) of any Debt of the Issuer or a Restricted Subsidiary of the Issuer or pursuant to this definition, including any successive refinancings, as long as: (a) such Permitted Refinancing Debt is in an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) not in excess of the sum of: (i) the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value plus all accrued interest) then outstanding of the Debt being refinanced; and (ii) an amount necessary to pay any fees and expenses, including premiums and defeasance costs, related to such refinancing; (b) such Permitted Refinancing Debt has (i) a Stated Maturity that is either (X) no earlier than the Stated Maturity of the Debt being refinanced or (Y) after the Stated Maturity of the Notes and (ii) a Weighted-Average Life to Maturity that is equal to or greater than the Weighted-Average Life to Maturity of the Debt being refinanced; and (c) if the Debt being refinanced is subordinated in right of payment to the Notes, such Permitted 19

 
Refinancing Debt is subordinated in right of payment to the Notes on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Debt being refinanced; and (d) if the Issuer was the obligor on the Debt being refinanced, such Permitted Refinancing Debt is Incurred by the Issuer. Permitted Refinancing Debt in respect of any Credit Facility or any other Debt may be Incurred from time to time after the termination, discharge or repayment of all or any part of such Credit Facility or other Debt. Permitted Refinancing Debt shall not include any Debt of the Issuer or any Restricted Subsidiary that refinances Debt of an Unrestricted Subsidiary. “Person” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, limited liability company or government or other entity. “Preferred Stock” of any Person means Capital Stock of such Person of any class or classes (however designated) that ranks prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to shares of Capital Stock of any other class of such Person. “Private Placement Legend” means the legend set forth in Section 2.06(f)(1) hereof to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture. “Purchase Money Note” means a promissory note of a Receivables Entity evidencing the deferred purchase price of Receivables (and related assets) and/or a line of credit, which may be irrevocable, from the Issuer or any Restricted Subsidiary in connection with a Qualified Receivables Transaction with a Receivables Entity, which note is intended to finance that portion of the purchase price that is not paid in cash or a contribution of equity and which is (a) repayable from cash available to the Receivables Entity, other than (i) amounts required to be established as reserves pursuant to agreements, (ii) amounts paid to investors in respect of interest, (iii) principal and other amounts owing to such investors and (iv) amounts owing to such investors and amounts paid in connection with the purchase of newly generated Receivables and (b) may be subordinated to the payments described in clause (a). “Purchase Money Obligations” means any Debt Incurred to finance or refinance the acquisition, leasing, construction or improvement of property (real or personal) or assets (including Capital Stock), and whether acquired through the direct acquisition of such property or assets or the acquisition of the Capital Stock of any Person owning such property or assets, or otherwise. “QIB” means a “qualified institutional buyer” as defined in Rule 144A. “Qualified Capital Stock” of any Person means any and all Capital Stock of such Person other than Redeemable Stock. “Qualified Receivables Transaction” means any transaction or series of transactions that may be entered into by the Issuer or any of its Restricted Subsidiaries pursuant to which the Issuer or any of its Restricted Subsidiaries may sell, convey or otherwise transfer to (1) a Receivables Entity (in the case of a transfer by the Issuer or any of the Restricted Subsidiaries) and (2) any other Person (in the case of a transfer by a Receivables Entity), or may grant a Lien in, any Receivables (whether now existing or arising in the future) of the Issuer or any of the Restricted Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such Receivables, all contracts and all guarantees or other obligations in respect of such accounts receivable, the proceeds of such Receivables and other assets which are customarily transferred, or in respect of which Liens are customarily granted, in connection with asset securitization involving Receivables and any Interest Rate, Currency or Commodity Price Agreement entered into by the Issuer or any such Restricted Subsidiary in connection with such Receivables. “Rating Agency” means each of (i) Fitch, Moody’s and S&P or (ii) if any of Fitch, Moody’s or S&P are not making ratings of the Notes publicly available, an internationally recognized rating agency or agencies, as the case 20

 
may be, selected by the Issuer, which will be substituted for any of Fitch, Moody’s, S&P, as the case may be. “Rating Category” means (i) with respect to Fitch, any of the following categories (any of which may include a “+” or “-”): AAA, AA, A, BBB, BB, B, CCC, CC, C, R, SD and D (or equivalent successor categories); (ii) with respect to Moody’s, any of the following categories (any of which may include a “1,” “2” or “3”): Aaa, Aa, A, Baa, Ba, B, Caa, Ca, and C (or equivalent successor categories), and (iii) the equivalent of any such categories of Fitch or Moody’s used by another Rating Agency, if applicable. “Rating Date” means the date which is the earlier of (i) 120 days prior to the occurrence of an event specified in clauses (a), (b) or (c) of the definition of Change of Control and (ii) the date of the first public announcement of the possibility of such event. “Rating Decline” means the occurrence of, at any time within the earlier of (i) 90 days after the date of public notice of a Change of Control, or of the Issuer’s intention or the intention of any Person to effect a Change of Control and (ii) the occurrence of the Change in Control (which period shall in either event be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by a Rating Agency), a Rating Agency withdrawal of its rating of the Notes or a decrease in the rating of the Notes by a Rating Agency as follows: (a) if the Notes are not rated Investment Grade by at least two of the three Rating Agencies on the Rating Date, by one or more Gradations; or (b) if the Notes are rated Investment Grade by at least two of the three Rating Agencies on the Rating Date, either (i) by two or more Gradations or (ii) such that the Notes are no longer rated Investment Grade, provided that, when announcing the relevant decision(s) to withdraw or decrease the rating, each such Rating Agency announces publicly or confirms in writing that such decision(s) resulted, in whole or in part, from the occurrence (or expected occurrence) of the Change of Control or the Issuer’s announcement of the intention to effect a Change of Control. “Receivable” means a right to receive payment arising from a sale or lease of goods or the performance of 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 and shall include, in any event, any items of property that would be classified as an “account,” “chattel paper,” “payment intangible” or “instrument” under the Uniform Commercial Code as in effect in the State of New York and any “supporting obligations” as so defined. “Receivables Entity” means a Wholly-Owned Subsidiary of the Issuer (or another Person in which the Issuer or any Restricted Subsidiary makes an Investment or to which the Issuer or any Restricted Subsidiary transfers Receivables and related assets) which engages in no activities other than in connection with the financing of Receivables and which is designated by the Board of Directors or senior management of the Issuer (as provided below) as a Receivables Entity: (a) no portion of the Debt or any other obligations (contingent or otherwise) of which: (i) is Guaranteed by the Issuer or any Restricted Subsidiary (excluding guarantees of obligations (other than the principal of, and interest on, Debt) pursuant to Standard Securitization Undertakings); (ii) is recourse to or obligates the Issuer or any Restricted Subsidiary in any way other than pursuant to Standard Securitization Undertakings; or (iii) subjects any property or asset of the Issuer or any Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings, except, in each such case, Permitted Liens as defined in clauses (aa) through 21

 
(ff) of the definition thereof; (b) with which neither the Issuer nor any Restricted Subsidiary has any material contract, agreement, arrangement or understanding (except in connection with a Purchase Money Note or Qualified Receivables Transaction) other than on terms not materially 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, other than fees payable in the ordinary course of business in connection with servicing Receivables; and (c) to which neither the Issuer nor any Restricted Subsidiary has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results (other than those related to or incidental to the relevant Qualified Receivables Transaction). Any such designation by the Board of Directors or senior management of Issuer shall be evidenced to the Trustee by promptly filing with the Trustee a certified copy of the resolution of the Board of Directors of Issuer giving effect to such designation or an Officer’s Certificate certifying that such designation complied with the foregoing conditions. “Receivables Fees” means reasonable 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 Receivables Entity in connection with, any Qualified Receivables Transaction. “Receivables Repurchase Obligation” means any obligation of a seller of Receivables in a Qualified Receivables Transaction 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, offset 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. “Redeemable Stock” of any Person means any Capital Stock of such Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or otherwise (including upon the occurrence of an event) matures or is required to be redeemed (pursuant to any sinking fund obligation or otherwise) or is convertible into or exchangeable for Debt or is redeemable at the option of the holder thereof, in whole or in part, at any time prior to the final Stated Maturity of the Notes. “Regulation S” means Regulation S promulgated under the U.S. Securities Act. “Regulation S Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with the Custodian and registered in the name of Cede & Co., as nominee for DTC, that will be issued in an initial amount equal to the principal amount of the Notes initially resold in reliance on Regulation S. “Related Business” means (i) any business, services or activities engaged in by the Issuer or any of its Subsidiaries on the Issue Date and (ii) any business, services and activities that are related, complementary, incidental, ancillary or similar to any of the foregoing, or are extensions or developments thereof, including, without limitation, broadband internet, network-related services, cable television, broadcast content, network neutral services, electronic transactional, financial and commercial services related to provision of telephony or internet services. “Responsible Officer” when used with respect to the Trustee, means any officer within the corporate trust department of the Trustee (or any successor of the Trustee) including any managing director, director, vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer 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 and, in each case, who shall have direct responsibility for the administration of this Indenture. 22

 
“Restricted Cash” means the sum of (i) Restricted MFS Cash and (ii) without duplication, the amount of cash that would be stated as “restricted cash” on the consolidated statement of financial position of the Issuer as of such date in accordance with IFRS. “Restricted MFS Cash” means, as of any date of determination, an amount equal to any cash paid in or deposited by or held on behalf of any customer or dealer of, or any other third party in relation to, one or more of the Issuer’s Restricted Subsidiaries engaged in the provision of mobile financial services and designated as “restricted cash” on the consolidated statement of financial position of the Issuer, together with any interest thereon. “Restricted Period” means the 40-day distribution compliance period as defined in Regulation S. “Restricted Subsidiary” means any Subsidiary of the Issuer other than an Unrestricted Subsidiary. “Revolving Credit Facility” means the $600 million revolving credit facility agreement dated October 15, 2020 entered into by the Issuer and a consortium of banks, including each Initial Purchaser, which may be increased in an additional $300 million, as the same may be amended, supplemented, waived or otherwise modified from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part). “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 144A Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with the Custodian and registered in the name of Cede & Co., as nominee for DTC, that will be issued in an initial amount equal to the principal amount of the Notes initially resold in reliance on Rule 144A. “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 Services. “Sale/Leaseback Transaction” means an arrangement relating to property now owned or hereafter acquired whereby the Issuer or its Restricted Subsidiary transfers such property to a Person and the Issuer or any of its Restricted Subsidiaries leases it from such Person. “SEC” means the U.S. Securities and Exchange Commission. “Senior Secured Debt” means, as of any date of determination, any Debt of (a) the Issuer that is secured by a security interest in any assets of the Issuer or any of its Restricted Subsidiaries and/or (b) any Restricted Subsidiary of the Issuer, other than Debt Incurred pursuant to clauses (5) (to the extent such Guarantee is in respect of Debt otherwise permitted to be secured by a security interest in any assets of the Issuer or any of its Restricted Subsidiaries and/or Incurred by a Restricted Subsidiary of the Issuer, as applicable), (9), (10), (11), (12) and (13) of Section 4.09(b) hereof. “Significant Subsidiary” means, at the date of determination, any Restricted Subsidiary of the Issuer that (1) for the most recent fiscal year, accounted for more than 10% of Consolidated EBITDA of the Issuer and its Restricted Subsidiaries or (2) as of the end of the most recent fiscal year, was the owner of more than 10% of the consolidated assets of the Issuer and its Restricted Subsidiaries. “Specified Legal Expenses” means, to the extent not constituting an extraordinary, nonrecurring or unusual loss, charge or expense, all attorneys’ and experts’ fees and expenses and all other costs, liabilities (including all damages, penalties, fines and indemnification and settlement payments) and expenses paid or payable in connection 23

 
with any threatened, pending, completed or future claim, demand, action, suit, proceeding, inquiry or investigation (whether civil, criminal, administrative, governmental or investigative). “Specified Subsidiary Sale” means the sale, transfer or other disposition of all of the Capital Stock, or all of the assets or properties of, (a) any Person, the primary purpose of which is to own Tower Equipment located in any market in which the Issuer or its Restricted Subsidiaries operate; (b) any Person which operates the Issuer’s or any Restricted Subsidiary of the Issuer’s mobile financial services business; (c) Latin America Internet Holding GmbH (or any successor in interest thereto); or (d) Africa Internet Holding GmbH (or any successor in interest thereto). “Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Issuer or any Restricted Subsidiary which are reasonably customary in a securitization of Receivables transactions, including, without limitation, those relating to the servicing of the assets of a Receivables Entity, it being understood that any Receivables Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking. “Stated Maturity” when used with respect to any security or any installment of interest thereon, means the date specified in such security as the fixed date on which the principal of such security or such installment of interest is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred). “Subsidiary” of any Person means (i) a corporation more than 50% of the combined voting power of the outstanding Voting Stock of which is owned, directly or indirectly, by such Person or by one or more other Subsidiaries of such Person or by such Person and one or more Subsidiaries thereof or (ii) any other Person (other than a corporation) in which such Person, or one or more other Subsidiaries of such Person or such Person and one or more other Subsidiaries thereof, directly or indirectly, has at least a majority ownership and power to direct the policies, management and affairs thereof. “Total Assets” means the consolidated total assets of the Issuer and its Restricted Subsidiaries as shown on the Issuer’s most recent consolidated statement of financial position prepared on the basis of IFRS prior to the relevant date of determination calculated to give pro forma effect to any acquisitions (including through mergers or consolidations) and dispositions that have occurred subsequent to such period, including any such acquisitions to be made with the proceeds of Debt giving rise to the need to calculate Total Assets. “Tower Equipment” means passive infrastructure related to telecommunications services, excluding telecommunications equipment, but including, without limitation, towers (including tower lights and lightning rods), power breakers, deep cycle batteries, generators, voltage regulators, main AC power, rooftop masts, cable ladders, grounding, walls and fences, access roads, shelters, air conditioners and BTS batteries owned by the Issuer or any of its Subsidiaries. “Treasury Rate” means, as at any redemption date, the yield to maturity as at such redemption date of United States Treasury securities with a constant maturity (as complied and published in the most recent Federal Reserve Statistical Release H. 15 that has become publicly available at least two Business Days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to April 2, 2027; provided, however, that if the period from the redemption date to April 2, 2027 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used. “Trustee” means Citibank, N.A., London Branch, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder. “Unrestricted Subsidiary” means any Subsidiary of the Issuer Designated as such pursuant to Section 4.24. “U.S. Dollar Equivalent” means with respect to any monetary amount in a currency other than U.S. Dollars, at any time of determination thereof, the amount of U.S. Dollars obtained by translating such other currency 24

 
involved in such computation into U.S. Dollars at the spot rate for the purchase of U. S. Dollars with the applicable other currency as published in the Financial Times on the date that is two Business Days prior to such determination. “U.S. Dollars” or “$” means and/or refers to the lawful currency of the United States. “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. Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit. “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 person, means Capital Stock of such Person which ordinarily has voting power for the election of directors (or persons performing similar functions) of such Person, whether at all times or only so long as no senior class of securities has such voting power by reason of any contingency. “Weighted-Average Life to Maturity” means, when applied to any Debt or Preferred Stock at any date, the number of years obtained by dividing (a) the then outstanding principal amount of such Debt or liquidation preference of such Preferred Stock, as the case may be, into (b) the total of the product obtained by multiplying (x) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal or upon mandatory redemption, including payment at final maturity, in respect thereof, by (y) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment. “Wholly-Owned Subsidiary” means (1) in respect of any Person, a Person, all of the Capital Stock of which (other than (a) directors’ qualifying shares or an immaterial amount of shares required to be owned by other Persons pursuant to applicable law, regulation or to ensure limited liability and (b) in the case of a Receivables Entity, shares held by a Person that is not an Affiliate of the Issuer solely for the purpose of permitting such Person (or such Person’s designee) to vote with respect to customary major events with respect to such Receivables Entity, including without limitation the institution of bankruptcy, insolvency or other similar proceedings, any merger or dissolution, and any change in charter documents or other customary events) is owned by that Person directly or (2) indirectly by a Person that satisfies the requirements of clause (1). Section 1.02 Other Definitions. Additional Amounts Section 4.22(a) Authenticating Agent Section 2.02 Authentication Order Section 2.02 Authorized Agent Section 14.06 Change in Tax Law Section 3.08(a) Change of Control Offer Section 4.15(a) Covenant Defeasance Section 8.03 Designation Section 4.24(a) Excess Proceeds Section 4.10(d) Excess Proceeds Offer Section 4.10(e) Indenture Preamble Initial Notes Preamble Issuer Preamble Judgment Currency Section 14.14 LCT Election Section 4.21(b)(2) LCT Test Date Section 4.21(b)(2) Legal Defeasance Section 8.02 25

 
Liability Section 14.16(b)(1) Notes Preamble Offer Amount Section 3.12(b) Offer Period Section 3.12(b) Paying Agent Section 2.03 Permitted Debt Section 4.09(b) Purchase Date Section 3.12(b) Redesignation Section 4.24(c) Register Section 2.03 Registrar Section 2.03 Relevant Taxing Jurisdiction Section 4.22(a) Required Currency Section 14.14 Resolution Authority Section 14.16(b)(1) Suspension Period Section 4.23(a)(2) Taxes Section 4.22(a) Transfer Agent Section 2.03 Trustee Section 8.05 Write-down and Conversion Powers Section 14.16(b)(1) Section 1.03 [Reserved]. Section 1.04 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 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 Indenture or any undertakings given in addition thereto or in substitution therefor pursuant to this 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; (i) except as otherwise provided, whenever an amount is denominated in euro, it shall be deemed to include the Euro Equivalent amounts denominated in other currencies, and, whenever an amount is denominated in dollars, it shall be deemed to include the Dollar Equivalent amounts denominated in other currencies; (j) any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, limited partnership or trust, or an allocation of assets to a series of a limited liability company, limited partnership or trust (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, 26

 
amalgamation, consolidation, assignment, sale or transfer, or similar term, as applicable, to, of or with a separate Person; any division of a limited liability company, limited partnership or trust shall constitute a separate Person hereunder (and each division of any limited liability company, limited partnership or trust that is a Subsidiary, Restricted Subsidiary, Unrestricted Subsidiary, joint venture or any other like term shall also constitute such a Person or entity); and (k) unsecured or unguaranteed Debt shall not be deemed to be subordinate or junior to secured Debt or guaranteed Debt merely by virtue of its nature as unsecured or unguaranteed Debt. ARTICLE 2 THE NOTES Section 2.01 Form and Dating. (a) General. The Notes and the Trustee’s or Authenticating Agent’s certificate of authentication will be substantially in the form of Exhibit A hereto with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture. The 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 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 Notes will constitute, and are hereby expressly made, a part of this Indenture and the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. (b) Global Notes. 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 Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding 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 Notes represented thereby will be made by the Trustee or the Custodian or the 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. 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 Rule 144A Global Note. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of a Regulation S Global Note. The Global Notes shall be deposited with the Custodian for DTC and registered in the name of Cede & Co., the nominee of DTC, duly executed by the Issuer and authenticated by the Trustee or the Authenticating Agent as hereinafter provided. The aggregate principal amount of each Global Note may from time to time be increased or decreased by adjustments made on the “Schedule of Exchanges of Interests in the Global Note” 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 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” 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 the Depositary. 27

 
(f) Denomination. The Notes shall be in denominations of $200,000 and integral multiples of $1,000 above $200,000. Section 2.02 Execution and Authentication. At least one Officer must sign the Notes for the Issuer by manual, electronic, digital or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be valid. A Note will not be valid until authenticated by the manual, electronic or digital signature of the authorized signatory of the Trustee or the Authenticating Agent. The signature will be conclusive evidence that the Note has been authenticated under this Indenture. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, the Issuer shall deliver such Note to the Trustee for cancellation pursuant to Section 2.11 hereof. The Trustee will, upon receipt of a written order of the Issuer signed by an authorized representative (an “Authentication Order”), authenticate or cause the Authenticating Agent to authenticate the Notes for original issue that may be validly issued under this Indenture, including any Additional Notes. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of 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 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 Agents. The Issuer will maintain one or more paying agents (each, a “Paying Agent”) for the Notes. The Issuer will also maintain one or more transfer agents (each, a “Transfer Agent”). The initial Paying Agent and initial Transfer Agent will be Citibank, N.A., London Branch, who hereby accepts such appointment. The Issuer will also maintain one or more registrars (each, a “Registrar”) for so long as the Notes are listed on the Official List and/or admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange. The Issuer hereby appoints Citibank, N.A., London Branch as initial Registrar, who hereby accepts such appointment. The Registrar will maintain a register (the “Register”) reflecting ownership of Definitive Registered Notes Outstanding from time to time and facilitate transfers of Definitive Registered Notes on behalf of the Issuer and will send a copy of the Register to the Issuer on the Issue Date and after any change to the Register made by the Registrar. Upon written notice to the Trustee, the Issuer may change the Paying Agents, the Registrars or the Transfer Agents without prior notice to the Holders. For so long as the Notes are listed on the Official List and/or admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Issuer will, to the extent and in the manner permitted by such rules, post a notice of any change of Paying Agent, Registrar or Transfer Agent on the official website of the Luxembourg Stock Exchange (www.luxse.com) in accordance with Section 14.01 hereof. Section 2.04 Paying Agent to Hold Money. The Issuer will require each Paying Agent other than the Trustee and the initial 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 (and premium or Additional Amounts, if any) or interest on the Notes, and will notify the Trustee in writing 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 28

 
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. 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 will serve as Paying Agent for the Notes. The Issuer shall provide funds to the Paying Agent no later than 10:00 a.m. (New York time) on the Business Day prior to the day on which the Paying Agent is to make payment. A Paying Agent shall not be obliged to pay the Holders of the Notes (or make any other payment) unless and until such time as it has confirmed receipt of cleared funds sufficient to make the relevant payment. 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 Paying Agent is not the Registrar, the Issuer will furnish or cause the Registrar to furnish, to the Trustee and the Paying Agent at least seven Business Days before each interest payment date and at such other times as the Trustee or the Paying Agent may request in writing, a list of the names and addresses of the Holders of Notes in such form and as of such date as the Trustee or the Paying Agent may reasonably require. Section 2.06 Transfer and Exchange. (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to the Custodian or a nominee of such Custodian, by the Custodian or a nominee of such Custodian to the Depositary or to another nominee or Custodian of the Depositary, or by such Custodian or Depositary or any such nominee to a successor Depositary or Custodian or a nominee thereof. All Global Notes will be exchanged by the Issuer for Definitive Registered Notes: (1) If the Depositary notifies the Issuer that it is unwilling or unable to continue to act as Depositary and a successor Depositary is not appointed by the Issuer within 120 days; (2) in whole, but not in part, if the Issuer so requests; or (3) if the owner of a Book-Entry Interest requests such exchange in writing delivered through the Depositary following a Default by the Issuer under this Indenture. Upon the occurrence of any of the preceding events in clauses (1) through (3) above, the Issuer shall issue or cause to be issued Definitive Registered Notes in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a). Book-Entry Interests in a Global Note may be transferred and exchanged as provided in Section 2.06(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 Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. In connection with all transfers and exchanges of Book-Entry Interests (other than transfers of Book-Entry Interests in connection with which the transferor takes delivery thereof in the form of a Book-Entry Interest in the same Global Note), the Transfer Agent (copied to the Trustee) must receive: (i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to debit from the transferor a Book-Entry Interest in an amount equal to the Book-Entry Interest to be transferred or exchanged; (ii) a written order from a 29

 
Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary 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 (iii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited or debited with such increase or decrease, if applicable. In connection with a transfer or exchange of a Book-Entry Interest for a Definitive Registered Note, the Transfer Agent (copied to the Trustee and the Registrar) must receive: (i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to debit from the transferor a Book-Entry Interest in an amount equal to the Book-Entry Interest to be transferred or exchanged; (ii) a written order from a Participant directing the Registrar to cause to be issued a Definitive Registered Note in an amount equal to the Book Entry Interest to be transferred or exchanged; and (iii) instructions containing information regarding the Person in whose name such Definitive Registered Note shall be registered to effect the transfer or exchange referred to above. In connection with any transfer or exchange of Definitive Registered Notes, the Holder of such Notes shall present or surrender to the Registrar the Definitive Registered Notes duly endorsed or accompanied by a written instruction of transfer in a form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, in connection with a transfer or exchange of a Definitive Registered Note for a Book-Entry Interest, the Transfer Agent (copied to the Trustee) must receive a written order directing the Depositary to credit the account of the transferee in an amount equal to the Book-Entry Interest to be transferred or exchanged. Upon satisfaction of all of the requirements for transfer or exchange of Book-Entry Interests in Global Notes contained in this Indenture, the Transfer Agent (copied to the Trustee or the Registrar), as specified in this Section 2.06, shall endorse the relevant Global Note(s) with any increase or decrease and instruct the Depositary to reflect such increase or decrease in its systems. 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)(1) or (b)(2) below, as applicable, as well as subparagraph (b)(3) below, if applicable: (1) 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 a 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 DTC, or its Participants including, 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 to effect the transfers described in this Section 2.06(b)(1). (2) 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)(1) above only if the Trustee and the Registrar or the Transfer Agent (copied to the Trustee) receives either: (A) both: (i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary 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 (ii) instructions 30

 
given by the Depositary in accordance with the Applicable Procedures containing information regarding the Participant’s account to be credited with such increase; or (B) both: (i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Registered Note in an amount equal to the Book-Entry Interest to be transferred or exchanged; and (ii) instructions given by the Depositary 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 (1) above, the principal amount of such securities and the CUSIP, ISIN, Common Code or other similar number identifying the Notes, provided that any such transfer or exchange is made in accordance with the transfer restrictions set forth in the Private Placement Legend. (3) 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)(2) above and the Transfer Agent and the Registrar receives the following: (A) if the transferee will take delivery in the form of a Book-Entry Interest in a Rule 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) 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, the Transfer Agent and the Registrar of the following documentation: (1) 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 and the Transfer Agent 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; (2) 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 and the Transfer Agent shall have received a certificate from such holder in the form of Exhibit C hereto, including the certifications in items (1) thereof; (3) 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); (4) in the case of a transfer by a holder of a Book-Entry Interest in a Rule 144A Global Note to a QIB in reliance on Rule 144A, the Trustee and the Transfer Agent shall have received a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; 31

 
(5) in the case of a transfer by a holder of a Book-Entry Interest in a Rule 144A Global Note in reliance on Regulation S, the Trustee and the Transfer Agent shall have received a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof; or (6) in the case of a transfer by a holder of a Book-Entry Interest in a Rule 144A Global Note in reliance on Rule 144, the Trustee and the Transfer Agent 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 Section 2.06(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 Section 2.06(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 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 Notes are so registered. Any Definitive Registered Note issued in exchange for a Book-Entry Interest in a Global Note pursuant to this Section 2.06(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 Note for a Book-Entry Interest in a Global Note or to transfer such Definitive Registered Notes 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 Transfer Agent and the Registrar of the following documentation: (1) if the Holder of such Definitive Registered Note proposes to exchange such 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; (2) 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; (3) 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; (4) 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; and the Trustee will cancel the Definitive Registered Note, and the Trustee will increase or cause to be increased the aggregate principal amount of, in the case of clause (1) above, the appropriate Global Note, in the case of clause (2) above, the appropriate Rule 144A Global Note, in the case of clause (3) above, the appropriate Global Note, and in the case of clause (4) above, the appropriate Global Note. (e) Transfer and Exchange of Definitive Registered Notes for Definitive Registered Notes. Definitive Registered Notes may be transferred or exchanged in whole or in part, in minimum denominations of $200,000 in principal amount and integral multiples of $1,000 in excess thereof, to persons who take delivery thereof in the form of Definitive Registered Notes in accordance with this Section 2.06(e). Upon request by a Holder of Definitive Registered Notes and such Holder’s compliance with the provisions of this Section 2.06(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 by the Transfer Agent or the Registrar (as the case may be) upon request. 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 32

 
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 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 Section 2.06(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: (1) 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 (2) 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 Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture. (1) Private Placement Legend. Each Global Note and each Definitive Registered Note (and all Notes issued in exchange therefor or in substitution thereof) shall bear the legend in substantially the following form: “THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH 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 SECURITIES ACT, AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, [IN THE CASE OF RULE 144A NOTES: AT ANY TIME] [IN THE CASE OF REGULATION S NOTES: PRIOR TO THE DATE WHICH IS 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE DATE ON WHICH THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S] ONLY (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE U.S. SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER 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, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE 33

 
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, 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 TO 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, (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 AND (III) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. [IN THE CASE OF RULE 144A NOTES: THIS LEGEND MAY ONLY BE REMOVED AT THE OPTION OF THE ISSUER.] BY ACCEPTING THIS NOTE (OR AN INTEREST IN THE NOTES REPRESENTED HEREBY) EACH ACQUIROR AND EACH TRANSFEREE IS DEEMED TO REPRESENT, WARRANT AND AGREE THAT AT THE TIME OF ITS ACQUISITION AND THROUGHOUT THE PERIOD THAT IT HOLDS THIS NOTE OR ANY INTEREST HEREIN (1) EITHER (A) IT IS NOT, AND IT IS NOT ACTING ON BEHALF OF (AND FOR SO LONG AS IT HOLDS SUCH NOTES OR ANY INTEREST THEREIN IT WILL NOT BE, AND WILL NOT BE ACTING ON BEHALF OF), AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE UNITED STATES EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)), SUBJECT TO THE PROVISIONS OF PART 4 OF SUBTITLE B OF TITLE I OF ERISA, A PLAN TO WHICH SECTION 4975 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED, (“CODE”), APPLIES, OR ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3101, AS MODIFIED BY SECTION 3(42) OF ERISA) BY REASON OF SUCH AN EMPLOYEE BENEFIT PLAN’S AND/OR PLAN’S INVESTMENT IN SUCH ENTITY (EACH, A “BENEFIT PLAN INVESTOR”), OR A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR THE PROHIBITED TRANSACTION PROVISIONS OF ERISA AND/OR SECTION 4975 OF THE CODE (“SIMILAR LAWS”), AND NO PART OF THE ASSETS USED BY IT TO ACQUIRE OR HOLD THIS NOTE OR ANY INTEREST HEREIN CONSTITUTES THE ASSETS OF ANY BENEFIT PLAN INVESTOR OR SUCH A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN, OR (B) (I) ITS ACQUISITION AND HOLDING OF THE NOTES OR ANY INTEREST THEREIN WILL NOT CONSTITUTE OR RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION UNDER SIMILAR LAWS, AND (II) NEITHER ISSUER NOR ANY OF ITS AFFILIATES IS A “FIDUCIARY” (WITHIN THE MEANING OF ANY DEFINITION OF “FIDUCIARY” UNDER SIMILAR LAWS) WITH RESPECT TO THE PURCHASER OR HOLDER IN CONNECTION WITH ANY PURCHASE OR HOLDING OF THE NOTES, OR AS A RESULT OF ANY EXERCISE BY THE ISSUER OR ANY OF ITS AFFILIATES OF ANY RIGHTS IN CONNECTION WITH THE NOTES, AND NO ADVICE PROVIDED BY THE ISSUER OR ANY OF ITS 34

 
AFFILIATES HAS FORMED A PRIMARY BASIS FOR ANY INVESTMENT DECISION BY OR ON BEHALF OF THE PURCHASER OR HOLDER IN CONNECTION WITH THE NOTES AND THE TRANSACTIONS CONTEMPLATED WITH RESPECT TO THE NOTES; AND (2) IT WILL NOT SELL OR OTHERWISE TRANSFER THIS NOTE OR ANY INTEREST HEREIN OTHERWISE THAN TO A PURCHASER OR TRANSFEREE THAT IS DEEMED TO MAKE THESE SAME REPRESENTATIONS, WARRANTIES AND AGREEMENTS WITH RESPECT TO ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE.” (2) 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 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 INDENTURE, (2) THIS GLOBAL NOTE MAY BE TRANSFERRED OR EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, AND (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE 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 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, 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 the Custodian at the direction of the Trustee to reflect such increase. (h) General Provisions Relating to Transfers and Exchanges. (1) 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. (2) 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 4.15 hereof). (3) No Transfer Agent or Registrar will be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) 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, 35

 
evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Registered Notes surrendered upon such registration of transfer or exchange. (5) [Reserved]. (6) The Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium or Additional Amounts, if any) or interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary. (7) All certifications, certificates and Opinions of Counsel required to be submitted to the Issuer, the Trustee, the Transfer Agent or the 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. Section 2.07 Replacement Notes. (a) 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 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 Note is replaced. The Issuer and the Trustee may charge the Holder for its expenses in replacing a Note, including but not limited to reasonable fees and expenses of counsel. (b) Every replacement Note is an additional obligation of the Issuer and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. Section 2.08 Outstanding Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee or the Authenticating Agent except for those canceled by it, those delivered to it 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 Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note; however, Notes held by the Issuer or any of its Subsidiaries shall not be deemed to be outstanding for the purposes of Section 3.07(b) hereof. If a 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 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 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 Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer, 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 Notes that the Trustee knows are so owned will be so disregarded. Section 2.10 Temporary Notes. 36

 
Until certificates representing 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 Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Issuer considers appropriate for temporary 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 Notes in exchange for temporary Notes. Holders of temporary Notes will be entitled to all of the benefits of this Indenture. Section 2.11 Cancellation. The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar, each Paying Agent and any Transfer Agent will forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee, in accordance with its customary procedures, or at the direction of the Trustee, the Registrar or the Paying Agent and no one else will cancel (subject to the Trustee’s retention policy) all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and will destroy canceled Notes (subject to the record retention requirement of the U.S. Exchange Act). Certification of the destruction of all canceled 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 Luxembourg Stock Exchange (as long as the Notes are admitted to trading on the Euro MTF Market and/or listed on the Official List of the Luxembourg Stock Exchange) of any such cancellation. Section 2.12 Defaulted Interest. If the Issuer defaults in a payment of interest on the 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 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 ten (10) days prior to the related payment date for such defaulted interest. At least fifteen (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 14.01 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 Luxembourg Stock Exchange (as long as the Notes are admitted to trading on the Euro MTF Market and/or listed on the Official List of the Luxembourg Stock Exchange) of any such special record date. Section 2.13 Further Issues. (a) Subject to compliance with Section 4.09 hereof, the Issuer may from time to time issue Additional Notes, which shall have identical terms and conditions as the Initial Notes (save for payment of interest accruing prior to the issue date of such Additional Notes or for the first payment of interest following the issue date of such Additional Notes). The Initial Notes and any Additional Notes will be treated as a single class for all purposes under this Indenture, including, without limitation, with respect to waivers, amendments, redemptions, and offers to purchase except as otherwise specified with respect to each series of Notes, provided, however, that any such Additional Notes that are not fungible with the Initial Notes for U.S. federal income tax purposes will be issued under a different CUSIP, ISIN, Common Code or other identifying number. (b) Whenever it is proposed to create and issue any Additional Notes, the Issuer shall give to the Trustee not less than three Business Days’ notice in writing of its intention to do so, stating the amount of Additional Notes proposed to be created and issued. Section 2.14 CUSIP, ISIN or Common Code Number. The Issuer in issuing the Notes may use a “CUSIP”, “ISIN” or “Common Code” number and, if so, such 37

 
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 Notes, and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption or exchange shall not be affected by any defect in or omission of such numbers. The Issuer will promptly notify the Trustee in writing of any change in the CUSIP, ISIN or Common Code number. Section 2.15 Deposit of Moneys. No later than 10:00 a.m. (New York time), on the Business Day prior to each Interest Payment Date, the maturity date of the Notes and each payment date relating to an Excess Proceeds Offer or a Change of Control Offer, and on the Business Day immediately following any acceleration of the Notes pursuant to Section 6.02 hereof, the Issuer shall deposit with the Paying Agent, in immediately available same-day freely transferrable 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 2.15 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 Notes. The Issuer shall promptly notify the Trustee and the Paying Agent of its failure to so act. Section 2.16 Agents. (a) The rights, powers, duties and obligations and actions of each Agent under this 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. (c) The Issuer shall provide the Agents with a certified list of authorized signatories. (d) The Agents shall hold all funds as banker subject to the terms of this Indenture and as a result, such money shall not be held in accordance with the rules established by the Financial Conduct Authority in the Financial Conduct Authority’s Handbook of rules and guidance from time to time in relation to client money. Each Agent shall not be liable to account for any interest on money paid to it. Money held by the Agent need not be segregated except as required by law. ARTICLE 3 REDEMPTION AND PREPAYMENT Section 3.01 Notices to Trustee. If the Issuer elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 and 3.08 hereof, it shall deliver to the Trustee in accordance with Section 14.01 hereof, at least 10 days but not more than 60 days before a redemption date, an Officer’s Certificate setting forth: (a) the clause of this Indenture pursuant to which the redemption shall occur; (b) the redemption date and the record date; (c) the principal amount of Notes to be redeemed; (d) the redemption price; 38

 
(e) beginning and ending pool factor (for Notes represented by a Global Note and subject to a partial redemption); and (f) the CUSIP, ISIN or Common Code numbers of the Notes, as applicable. Section 3.02 Selection of Notes to Be Redeemed or Purchased. If fewer than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Paying Agent or Registrar will select the Notes to be redeemed by lot, or if permitted, on a pro rata basis (or, in the case of any Global Notes, on a pro rata pass-through distribution of principal basis in accordance with the procedures of DTC) unless otherwise required by law or applicable stock exchange or depository requirements. None of the Trustee, the Paying Agent or the Registrar shall be liable for any selections made by the Paying Agent or the Registrar in accordance with this Section 3.02. Notices of purchase or redemption will be given to each Holder pursuant to Sections 3.03 and 14.01 hereof. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Note that is to be redeemed. In the case of Definitive Registered Notes, a new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of Notes called for redemption. On or after any purchase or redemption date, unless the Issuer defaults in payment of the purchase or redemption price, interest shall cease to accrue on Notes or portions thereof tendered for purchase or called for redemption. Section 3.03 Notice of Redemption. (a) At least 10 days but not more than 60 days before a redemption date, the Issuer will mail by first class mail (or deliver by means of publication through DTC) a notice of redemption to each Holder whose Notes are to be redeemed at its address as it appears on the register of the relevant Registrar, except that redemption notices may be mailed, or delivered, more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or the satisfaction and discharge of this Indenture pursuant to Articles 8 or 13 hereof. So long as any Notes are admitted to trading on the Euro MTF Market and/or listed on the Official List of the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, any such notice to the Holders of the relevant Notes shall , to the extent and in the manner permitted by such rules, be posted on the official website of the Luxembourg Stock Exchange (www.luxse.com) and, in connection with any redemption, the Issuer will forthwith notify the Luxembourg Stock Exchange of any change in the principal amount of Notes Outstanding. (b) The notice will identify the Notes to be redeemed and corresponding CUSIP, ISIN or Common Code numbers, as applicable, and will state: (1) the redemption date and the record date; (2) the redemption price and the amount of accrued interest, if any, and Additional Amounts, if any, to be paid; (3) if any Global Note is being redeemed in part, the portion of the principal amount (including the beginning and ending pool factor) of such Global Note to be redeemed and that, after the redemption date, the principal amount thereof will be decreased by the portion thereof redeemed pursuant thereto; (4) if any Definitive Registered Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed, and that, after the redemption date, upon surrender of such Note, a 39

 
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; (5) the name and address of the Paying Agent(s) to which the Notes are to be surrendered for redemption; (6) 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; (7) 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; (8) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and (9) 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 Notes. (c) At the Issuer’s request, the Trustee (or the Paying Agent) will give the notice of redemption in the Issuer’s name and at its expense in accordance with Section 14.01 hereof; provided, however, that the Issuer will have delivered to the Trustee, at least ten days prior to the date the notice is required to be delivered pursuant to clause (a) above, 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 the preceding paragraph. Section 3.04 Effect of Notice of Redemption. A notice of redemption may, at the Issuer’s discretion, be subject to satisfaction of one or more conditions precedent. On and after a redemption date, unless the Issuer defaults in payment of the purchase or redemption price, interest shall cease to accrue on such Notes or portion of them called for redemption. Section 3.05 Deposit of Redemption or Purchase Price. (a) No later than 10:00 a.m. (New York 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 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 Notes to be purchased or redeemed. (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 Notes or the portions of Notes called for redemption or purchase. If a 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 Note was registered at the close of business on such record date. If any Note called for redemption or purchase 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 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 40

 
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 Note surrendered; provided that any Definitive Registered Note shall be in a principal amount of $200,000 or an integral multiple of $1,000 above $200,000. Section 3.07 Optional Redemption. Except pursuant to this Section 3.07 and Section 3.08 hereof, the Notes are not redeemable at the Issuer’s option. The Issuer is not, however, prohibited from acquiring the Notes by means other than a redemption, whether pursuant to a tender offer, open market purchase or otherwise, so long as the acquisition does not otherwise violate the terms of this Indenture. The Issuer may make any redemption or redemption notice subject to the satisfaction of conditions precedent. If such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time (but no more than 60 days after the date of the notice of redemption) as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the redemption date, or by the redemption date as so delayed, or such notice may be rescinded at any time in the Issuer’s discretion if in the good faith judgement of the Issuer any or all of such conditions will not be satisfied or waived. In addition, the Issuer may provide in such notice that payment of the redemption price and performance of the Issuer’s obligations with respect to such redemption may be performed by another Person. If a redemption date is not a Business Day, payment may be made on the next succeeding day that is a Business Day, and no interest shall accrue on any amount that would have been otherwise payable on such redemption date if it were a Business Day for the intervening period. If the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such record date and no additional interest will be payable to Holders whose Notes will be subject to redemption. (a) At any time prior to April 2, 2027, upon not less than 10 nor more than 60 days’ notice to the Trustee and the Holders, the Issuer may on any one or more occasions redeem up to 40% of the original aggregate principal amount of Notes (including Additional Notes) at a redemption price of 107.375% of their principal amount, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with the proceeds from one or more Equity Offerings or any sale of Qualified Capital Stock of any Restricted Subsidiary of the Issuer. The Issuer may only do this, however, if: (1) at least 50% of the aggregate principal amount of Notes that were initially issued under this Indenture would remain outstanding immediately after the proposed redemption; and (2) the redemption occurs within 180 days after the closing of such Equity Offering or sale of Qualified Capital Stock. Any notice for such a redemption may be given prior to completing the Equity Offering or sale of Qualified Capital Stock and be conditioned upon its completion. (b) At any time prior to April 2, 2027, upon not less than 10 nor more than 60 days’ notice to the Trustee and the Holders, the Issuer may on any one or more occasions redeem up to 40% of the original aggregate principal amount of Notes (including Additional Notes) at a redemption price of 107.375% of their principal amount, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with the Net Available Proceeds from one or more Specified Subsidiary Sales. The Issuer may only do this, however, if: (1) at least 50% of the aggregate principal amount of Notes that were initially issued would remain outstanding immediately after the proposed redemption; and 41

 
42 103.688% Year 2028 Redemption Price 101.844% (2) the redemption occurs within 365 days from the later of the date of such Specified Subsidiary Sale or the receipt of such Net Available Proceeds. (c) During each 12 month period commencing on the Issue Date and ending on April 2, 2027, upon not less than 10 nor more than 60 days’ prior notice to the Trustee and the Holders, the Issuer may redeem up to 10% of the original aggregate principal amount of the Notes (including Additional Notes) at a redemption price equal to 103% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). (d) At any time prior to April 2, 2027, upon not less than 10 nor more than 60 days’ notice to the Trustee and the Holders, the Issuer may also redeem all or part of the Notes (including Additional Notes) at a redemption price equal to 100% of the principal amount thereof plus the Applicable Redemption Premium and accrued and unpaid interest and Additional Amounts, if any, to the date of redemption, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date. (e) At any time on or after April 2, 2027 and prior to maturity, upon not less than 10 nor more than 60 days’ notice to the Trustee and the Holders, the Issuer may redeem all or part of the Notes. These redemptions will be in amounts of $200,000 or integral multiples of $1,000 in excess thereof at the following redemption prices (expressed as percentages of their principal amount at maturity), plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date, if redeemed during the 12- month period commencing on April 2 of the years set forth below: 2029 and thereafter 100.000% 2027 Section 3.08 Redemption upon changes in withholding taxes. The Issuer may redeem the Notes, in whole but not in part, at its option, at 100% of the outstanding principal amount thereof plus accrued and unpaid interest to the date of redemption and any Additional Amounts (as defined under Section 4.22(a) hereof) payable with respect thereto, if: (a) as a result of (i) any change in, or amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction (as defined under Section 4.22(a) hereof) affecting taxation which is publicly announced and becomes effective on or after the Issue Date or, if such Relevant Taxing Jurisdiction has become a Relevant Taxing Jurisdiction after the Issue Date, on or after the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture or (ii) any change in, or amendment to, the existing official published position (including any such change or amendment occurring as a result of the introduction of an official position) regarding the application, administration or interpretation of the laws or treaties (or any regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction (including any such change or amendment occurring as a result of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is publicly announced and, where applicable, becomes effective on or after the Issue Date or, if such Relevant Taxing Jurisdiction has become a Relevant Taxing Jurisdiction after the Issue Date, on or after the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture (either, a “Change in Tax Law”), the Issuer has or will become obligated to pay Additional Amounts; and (b) such obligation cannot be avoided by the Issuer taking reasonable measures available to it (including for the avoidance of doubt, the appointment of a new paying agent where this would be reasonable); provided, however, that for this purpose reasonable measures shall not include any change in the Issuer’s jurisdiction of organization or the location of its principal executive office, or the incurrence of material out of pocket costs by it.

 
No such notice of redemption will be given earlier than 90 days prior to the earliest date on which the Issuer would be obligated to pay such Additional Amounts if a payment in respect of the Notes were then due. Prior to the publication or mailing of any notice of redemption of the Notes as described below, the Issuer must deliver to the Trustee (i) an Officers’ Certificate stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right so to redeem have been satisfied and (ii) an opinion of an independent tax counsel of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction to the effect that the Issuer has or will become obligated to pay Additional Amounts due to a Change in Tax Law. The Trustee will accept and shall be entitled to rely on this certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent set forth in clauses (a) and (b) above, upon which it will be conclusive and binding on the Holders. Section 3.09 [Reserved]. Section 3.10 Sinking fund. The Issuer will not be required to make any mandatory redemption or sinking fund payments with respect to the Notes . Section 3.11 [Reserved]. Section 3.12 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 offer to all Holders to purchase the Notes (an “Excess Proceeds Offer”), it will follow the procedures specified in this Section 3.12. (b) Each Excess Proceeds Offer will be made to all Holders and, to the extent applicable, to all holders of other Debt that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets. Each Excess Proceeds Offer will remain open for a period of at least 20 Business Days and not more than 60 Business Days, following its commencement except to the extent that a longer period 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 Excess Proceeds Offer (the “Offer Amount”) to the purchase of the Notes and, if applicable, such other Pari Passu Debt (on a pro rata basis based on the principal amount of the Notes and such other Pari Passu Debt surrendered, if applicable or, if less than the Offer Amount has been tendered, all Notes and, if applicable, other Debt tendered in response to the Excess Proceeds Offer). Payment for any Notes so purchased will be made in the same manner as interest payments are made. (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 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 Excess Proceeds Offer. (d) Upon the commencement of an Excess Proceeds 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 Excess Proceeds Offer. The notice, which will govern the terms of the Excess Proceeds Offer, will state: (1) that the Excess Proceeds Offer is being made pursuant to this Section 3.12 and Section 4.10 hereof and the length of time the Excess Proceeds Offer will remain open; (2) the Offer Amount, the purchase price and the Purchase Date; 43

 
(3) that any Note not tendered or accepted for payment will continue to accrue interest; (4) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Excess Proceeds Offer will cease to accrue interest after the Purchase Date; (5) that Holders electing to have a Note purchased pursuant to an Excess Proceeds Offer may elect to have Notes purchased in whole or in part in a minimum amount of $200,000 and integral multiples of $1,000 in excess thereof; (6) that Holders electing to have a Note purchased pursuant to any Excess Proceeds Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the 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; (7) 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 Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (8) that, if the aggregate principal amount of Notes and other Pari Passu Debt surrendered by holders thereof exceeds the Offer Amount, the Issuer will select the Notes and other Pari Passu Debt to be purchased on a pro rata basis based on the principal amount of Notes and such other Pari Passu Debt surrendered (with such adjustments as may be deemed appropriate by the Issuer such that Notes will be purchased in whole or in part in a minimum amount of $200,000 and integral multiples of $1,000 in excess thereof); and (9) 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 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 Notes or portions thereof tendered pursuant to the Excess Proceeds Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and will deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 3.12. The Issuer or its 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 Notes an amount equal to the purchase price of the 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 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 Luxembourg Stock Exchange (for as long as the Notes (if any) are admitted to trading on the Euro MTF Market and/or listed on the Official List of the Luxembourg Stock Exchange) of the results of the Excess Proceeds Offer on the Purchase Date. (f) Other than as specifically provided in this Section 3.12, any purchase pursuant to this Section 3.12 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 3.12 shall not be subject to conditions precedent). 44

 
Section 3.13 Post-Tender Redemption. In connection with any tender offer or other offer to purchase for all of the Notes, (including, for the avoidance of doubt, any Change of Control Offer or Excess Proceeds Offer (each as defined herein)), if Holders of not less than 90% of the aggregate principal amount of the then Outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Issuer, or any third party making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuer or such third party will have the right upon not less than 10 nor more than 60 days’ notice to the Trustee and the Holders, given not more than 30 days following such tender offer expiration date, to redeem all Notes, that remain Outstanding following such purchase at a price equal to the price paid to each other Holder (excluding any early tender or incentive fee) 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, the date of such redemption. ARTICLE 4 COVENANTS Section 4.01 Payment of 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 Notes on the dates and in the manner provided in the Notes and this Indenture. Principal, premium, if any, interest and Additional Amounts, if any, will be considered paid on the date due if the Trustee or the Paying Agent, if other than the Issuer, holds as of 10:00 a.m. (New York time) one Business Day prior to the due date money deposited by the Issuer in immediately available same-day freely transferrable 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 2.04 hereof. Principal of, interest, premium, if any, and Additional Amounts, if any, on the Notes will be payable at the specified office or agency of the Paying Agent. 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, if any, and Additional Amounts, if any, on any Definitive Registered Notes will be payable at the specified 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 and premium, if any, from time to time on demand at the then applicable interest rate on the Notes. The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Amounts, if any (without regard to any applicable grace period), at the then applicable interest rate on the Notes to the extent lawful. The Paying Agent shall be entitled to make payments net of any taxes or other sums required by applicable law to be withheld or deducted. Section 4.02 Maintenance of Office or Agency. The Issuer will maintain the offices and agencies specified in Section 2.03 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 14.01 hereof). The Issuer may also from time to time designate one or more other offices or agencies where the Notes may 45

 
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 for such purposes. 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 14.01 hereof) as one such office or agency of the Issuer in accordance with Section 2.03 hereof. Section 4.03 Provision of financial information. (a) The Issuer will furnish to the Trustee: (1) within 120 days after the end of the Issuer’s fiscal year, as applicable, beginning with the fiscal year ended December 31, 2024, annual reports containing: (i) a discussion of the Issuer’s financial results including information similar to “Item 5. Operating and Financial Review and Prospects” in the Issuer’s annual report on Form 20-F for the year ended December 31, 2023, which was filed with the SEC on March 12, 2024, incorporated by reference into the Offering Memorandum; (ii) the audited consolidated statement of financial position of the Issuer as at the end of the most recent two fiscal years and audited consolidated income statements and statements of cash flow of Issuer for the most recent three fiscal years, including notes to such financial statements, for and as at the end of such fiscal years and the report of the independent auditors on the financial statements; and (iii) if required under IFRS, a pro forma income statement and a statement of financial position information of the Issuer, together with explanatory footnotes, for any acquisitions, dispositions or recapitalizations that have occurred since the beginning of the most recently completed fiscal year as to which such annual report relates (unless such pro forma information has been provided in a previous report pursuant to clause (b) or (c) 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 financials to the extent available without unreasonable expense; (2) (x) within 60 days after the end of each of the first three fiscal quarters of the Issuer’s fiscal year, as applicable, beginning with the quarter ended March 31, 2024, quarterly reports containing the following information: (i) the unaudited condensed consolidated statement of financial position of the Issuer as at the end of such quarter and unaudited condensed consolidated income statements and statements of cash flow of each of the Issuer for the most recent quarter and year to date periods ending on the unaudited condensed consolidated statement of financial position date and the comparable prior period (as determined by the IFRS standard on preparation of interim condensed consolidated financial statements) and (ii) a copy of the related operating and financial review included in the quarterly earnings release of the Issuer for the applicable fiscal quarter; and (y) within 90 days after the end of each of the first three fiscal quarters of each of the Issuer’s fiscal year, as applicable, if required under IFRS, a pro forma interim condensed consolidated income statement and a statement of financial position of the Issuer, together with explanatory footnotes, for any material acquisitions, dispositions or recapitalizations that have occurred since the beginning of the most recently completed fiscal year as 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 to the extent available without unreasonable expense, provided that for so long as the Issuer maintains a listing on the Nasdaq Stockholm Exchange, the quarterly reports filed by the Issuer as required by the rules of the Nasdaq Stockholm Exchange shall be deemed to fulfill the requirements of this clause (2); and (3) promptly after the occurrence of any material acquisition, disposition or restructuring of the Issuer and its Subsidiaries taken as a whole, or any changes of the Chief Executive Officer or Chief Financial Officer at the Issuer, or a change in the auditors of the Issuer, or any other material event that the Issuer announces publicly, a press release or report containing a description of such event. 46

 
(b) At any time that any of the Issuer’s Subsidiaries are Unrestricted Subsidiaries and any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, constitutes a “significant subsidiary” of the Issuer, as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the U.S. Securities Act, then the annual and quarterly financial information required by clauses (a)(1) and (a)(2) of this Section 4.03 shall include stand-alone financial information of such Unrestricted Subsidiary or Unrestricted Subsidiaries (as a group or otherwise) together with an unaudited reconciliation to the financial information of the Issuer and its Subsidiaries, which reconciliation shall include the following items: Revenue, Gross profit, Consolidated EBITDA, Net profit (loss), Cash and cash equivalents, Total assets, Total liabilities, Total equity and interest expense. (c) In addition, so long as the Notes remain Outstanding and during any period during which the Issuer is not subject to Section 13 or 15(d) of the Exchange Act nor exempt therefrom pursuant to Rule 12g3-2(b), the Issuer will furnish to Holders, holders of beneficial owners and prospective purchasers of the Notes upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (d) The Issuer will also make available copies of all reports furnished to the Trustee (i) on the Issuer’s website, and (ii) for so long as the Notes are listed on the Official List and/or admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange and to the extent that the rules of the Luxembourg Stock Exchange so require, copies of such reports will be available during normal business hours at the offices of the Paying Agent (or may be provided by email to a Holder of Notes following their prior written request to any paying agent and provision of proof of holding and identity (in a form satisfactory to the relevant paying agent)). 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 Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge, the Issuer has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuer is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium on, if any, interest or Additional Amounts, if any, on, the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuer is taking or proposes to take with respect thereto. (b) So long as any of the Notes are Outstanding, the Issuer will deliver to the Trustee, forthwith but not later than 30 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 [Reserved]. Section 4.06 Stay, Extension and Usury Laws. The Issuer 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 Indenture; and the Issuer (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. 47

 
Section 4.07 [Reserved]. Section 4.08 [Reserved]. Section 4.09 Limitation on Debt. (a) The Issuer may not, and may not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Debt; provided that the Issuer and any of its Restricted Subsidiaries may Incur Debt if at the time of such Incurrence and after giving effect to the Incurrence of such Debt and the application of the proceeds thereof, on a pro forma basis, the Net Leverage Ratio is less than 3.0 to 1.0. (b) Notwithstanding the limitation in Section 4.09(a), the following Debt (“Permitted Debt”) may be Incurred: (1) the Incurrence by the Issuer of Debt pursuant to the Notes (other than Additional Notes); (2) any Debt of the Issuer or any of its Restricted Subsidiaries outstanding on the Issue Date after giving effect to the use of proceeds of the Notes; (3) Pari Passu Debt of the Issuer and Debt of its Restricted Subsidiaries under Credit Facilities in an aggregate principal amount at any one time outstanding that does not exceed an amount equal to the greater of (x) $900 million and (y) 8% of Total Assets; and any Permitted Refinancing Debt in respect thereof, plus, (A) any accrual or accretion of interest that increases the principal amount of Debt under Credit Facilities and (B) in the case of any refinancing of Debt permitted under this clause (iii) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses Incurred in connection with such refinancing; (4) Debt owed by the Issuer to any of its Restricted Subsidiaries or Debt owed by any Restricted Subsidiary of the Issuer to the Issuer or any other Restricted Subsidiary of the Issuer; provided, however, that (A) if the Issuer is the obligor on such Debt and the payee is not the Issuer, such Debt must be unsecured and expressly subordinated (provided, for the avoidance of doubt, that such subordination shall only apply if an Event of Default specified in Section 6.01 (1), (2), (8) or (9) occurs) to the prior payment in full in cash of all obligations then due with respect to the Issuer’s obligations under the Notes, and (B) either (x) the transfer or other disposition by the Issuer or such Restricted Subsidiary of any Debt so permitted to a Person (other than to the Issuer or any of its Restricted Subsidiaries) or (y) such Restricted Subsidiary ceasing to be a Restricted Subsidiary of the Issuer, will at the time of such transfer or other disposition, in each case, be deemed to be an Incurrence of such Debt not permitted by this clause (4); (5) the Guarantee by the Issuer or any of its Restricted Subsidiaries of Debt of any of the Issuer’s Restricted Subsidiaries to the extent that the Guaranteed Debt was permitted to be Incurred by another provision of this Section 4.09; (6) Acquired Debt; (7) Minority Shareholder Loans; (8) the Incurrence by the Issuer or any of its Restricted Subsidiaries of Permitted Refinancing Debt in exchange for, or the net proceeds of which are used to refund, replace or refinance, Debt Incurred by it pursuant to Section 4.09(a) and clauses (1), (2), (6) and (8) of this Section 4.09(b), as the case may be; (9) Debt of the Issuer or any of its Restricted Subsidiaries represented by letters of credit in order to provide security for workers’ compensation claims, health, disability or other employee benefits, payment obligations in connection with self-insurance or similar requirements of the Issuer or any of its Restricted Subsidiaries in the ordinary course of business; 48

 
(10) customary indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the disposition of any assets of the Issuer or any of its Restricted Subsidiaries, and earn-out provisions or contingent payments in respect of purchase price or adjustment of purchase price or similar obligations in acquisition agreements other than Guarantees of Debt incurred by any Person acquiring all or any portion of such assets for the purpose of financing such acquisition; provided that the maximum aggregate liability in respect of each such Incurrence of such Debt will at no time exceed the gross proceeds actually received by the Issuer or any of its Restricted Subsidiaries in connection with the related disposition; (11) obligations in respect of (i) customs, VAT or other tax guarantees, (ii) bid, performance, completion, guarantee, surety and similar bonds, including guarantees or obligations of the Issuer or any of its Restricted Subsidiaries with respect to letters of credit supporting such obligations, (iii) customary cash management, cash pooling or netting or setting off arrangements, and (iv) the financing of insurance premiums, in each case in the ordinary course of business and not related to Debt for borrowed money; (12) Debt of the Issuer or any of its Restricted Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument including, but not limited to, electronic transfers, wire transfers, netting services and commercial card payments, drawn against insufficient funds; provided that such Debt is extinguished within 30 days of Incurrence; (13) Debt consisting of (a) mortgage financings, Purchase Money Obligations or other financings, Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment acquired or constructed in the ordinary course of business or (b) Debt otherwise Incurred to finance the purchase, lease, rental or cost of design, construction, installation or improvement of property (real or personal) or equipment that is used or useful in the ordinary course of business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, and any Debt that refinances, replaces or refunds such Debt, in an aggregate outstanding principal amount that, when taken together with the principal amount of all other Debt Incurred pursuant to this clause (xiii) and then outstanding, will not exceed at any time the greater of $250 million and 3% of Total Assets; (14) Guarantees by the Issuer or any Restricted Subsidiary of Debt or any other obligation or liability of the Issuer or any Restricted Subsidiary (other than of any Debt Incurred in violation of this covenant); provided, however, that if the Debt being Guaranteed is subordinated in right of payment to the Notes, then such Guarantee shall be subordinated substantially to the same extent as the relevant Debt Guaranteed; (15) Debt of the Issuer or any Restricted Subsidiary in an aggregate outstanding principal amount which, when taken together with any Permitted Refinancing Debt in respect thereof and the principal amount of all other Debt Incurred pursuant to this clause (15) and then outstanding, will not exceed 100% of the cash proceeds (net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available tax credit or deductions and any tax sharing arrangements)) received by the Issuer from the issuance or sale (other than to the Issuer or a Restricted Subsidiary) of its Subordinated Shareholder Loans or Capital Stock or otherwise contributed to the equity of the Issuer, in each case, subsequent to the Issue Date (and in each case, other than through the issuance of Disqualified Stock or Preferred Stock); (16) Debt arising under borrowing facilities provided by a special purpose vehicle to the Issuer or any Restricted Subsidiary in connection with the issuance of notes or other similar debt securities intended to be supported primarily by the payment obligations of the Issuer or any Restricted Subsidiary in connection with any vendor financing platform; and 49

 
(17) the Incurrence by the Issuer or any of its Restricted Subsidiaries of Debt not otherwise permitted to be Incurred pursuant to clauses (1) through (16) above, which, together with any other outstanding Debt Incurred pursuant to this clause (17), has an aggregate principal amount at any time outstanding not in excess of the greater of $300 million and 4% of Total Assets, and any Permitted Refinancing Debt of any debt which on the date it was Incurred was permitted to be Incurred pursuant to this clause (17), plus, in the case of any refinancing of Debt permitted under this clause (17) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses Incurred in connection with such refinancing. (c) The Issuer will not incur any Debt (including Permitted Debt) that is contractually subordinated in right of payment to any other Debt of the Issuer unless such Debt is also contractually subordinated in right of payment to the Notes on substantially identical terms; provided, however, that no Debt will be deemed to be contractually subordinated in right of payment to any other Debt of the Issuer solely by virtue of being unsecured or by virtue of being secured with different collateral or by virtue of being secured on a junior priority basis or by virtue of the application of waterfall or other payment ordering provisions affecting different tranches of Debt. (d) For the purposes of determining compliance with this Section 4.09, in the event that an item of Debt meets the criteria of more than one of the types of Permitted Debt or is entitled to be Incurred pursuant to clause (a) of this Section 4.09, the Issuer in its sole discretion may classify and from time to time reclassify such item of Debt or any portion thereof and only be required to include the amount of such Debt as one of such types. (e) For the purposes of determining compliance with any covenant in this Indenture or whether an Event of Default has occurred, in each case, where Debt is denominated in a currency other than U.S. Dollars, the amount of such Debt will be the U.S. Dollar Equivalent determined on the date of such Incurrence and any covenant in this Indenture shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values; provided, however, that if any such Debt that is denominated in a different currency is subject to an Interest Rate, Currency or Commodity Price Agreement with respect to U.S. Dollars covering principal and premium, if any, payable on such Debt, the amount of such Debt expressed in U.S. Dollars will be adjusted to take into account the effect of such an agreement. Section 4.10 Limitation on Asset Dispositions. (a) The Issuer may not, and may not permit any of its Restricted Subsidiaries to, make any Asset Disposition in one or more related transactions unless: (1) the consideration the Issuer or such Restricted Subsidiary receives for such Asset Disposition is not less than the Fair Market Value of the assets sold (as determined by the Issuer’s senior management or Board of Directors); (2) unless the Asset Disposition is a Permitted Asset Swap, at least 75% of the consideration the Issuer or such Restricted Subsidiary receives in respect of such Asset Disposition consists of: (A) cash or Cash Equivalents; (B) the assumption of the Issuer’s or any of its Restricted Subsidiaries’ Debt or other liabilities (other than contingent liabilities or Debt or liabilities that are subordinated to the Notes) or Debt or other liabilities of such Restricted Subsidiary relating to such assets and, in each case, the Issuer or the Restricted Subsidiary, as applicable, is released from all liability on the Debt assumed; (C) any Capital Stock or assets of the kind referred to in clauses (b)(4) or (5) of this Section 4.10; 50

 
(D) a combination of the consideration specified in clauses (A) through (C) of this clause (2); and (b) within 365 days of such Asset Disposition, the Net Available Proceeds are applied (at the Issuer or applicable Restricted Subsidiary’s option): (1) to repay, redeem, retire or cancel outstanding Senior Secured Debt: (2) first, to redeem Notes or purchase Notes pursuant to an offer to all Holders at a purchase price equal to at least 100% of the principal amount thereof, plus accrued and unpaid interest and second, to the extent any Net Available Proceeds from such Asset Disposition remain, to any other use as determined by the Issuer or the applicable Restricted Subsidiary that is not otherwise prohibited by this Indenture; (3) to repurchase, prepay, redeem or repay Pari Passu Debt; provided that the Issuer makes an offer to all Holders on a pro rata basis to purchase their Notes in accordance with the provisions set forth below for an Excess Proceeds Offer; (4) to acquire all or substantially all of the assets of, or any Capital Stock of, another Related Business, if, after giving effect to any such acquisition of Capital Stock, the Related Business is or becomes a Restricted Subsidiary of the Issuer; (5) to make a capital expenditure or acquire other assets (other than Capital Stock and cash or Cash Equivalents), rights (contractual or otherwise) and properties, whether tangible or intangible (including ownership interests) that are used or intended for use in connection with a Related Business; (6) to the extent permitted, to redeem Notes as provided under Section 3.07 hereof; (7) enter into a binding commitment to apply the Net Available Proceeds pursuant to clauses (4) or (5) of this clause (b); provided that such binding commitment (or any subsequent binding commitment replacing the initial binding commitment that is entered into within 180 days following the aforementioned 365-day period) shall be treated as a permitted application of the Net Available 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 (8) any combination of the foregoing clauses (1) through (7) of this clause (b). (c) For purposes of Section 4.10(b), any securities, notes or other obligations received by the Issuer or any such Restricted Subsidiary from such transferee that are promptly converted by the recipient thereof into cash, Cash Equivalents or readily marketable securities (to the extent of the cash, Cash Equivalents or readily marketable securities received in that conversion), shall be deemed cash. (d) The amount of such Net Available Proceeds not so used as set forth in Section 4.10(b) constitutes “Excess Proceeds.” Pending the final application of any such Net Available Proceeds, the Issuer may temporarily reduce revolving credit borrowings or otherwise use such Net Available Proceeds in any manner that is not prohibited by the terms of this Indenture. (e) When the aggregate amount of Excess Proceeds exceeds $75 million, the Issuer will, within 15 Business Days of the end of the applicable period in clause (b) of this Section 4.10, make an offer to purchase (an “Excess Proceeds Offer”) from all Holders and from the holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with Section 3.12 hereof or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a minimum amount of $200,000 and integral multiples of $1,000 in excess thereof) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari 51

 
Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus, in each case, accrued and unpaid interest, if any, to the date of purchase. (f) To the extent that the aggregate principal amount of Notes and any such Pari Passu Debt tendered pursuant to an Excess Proceeds Offer is less than the aggregate amount of Excess Proceeds, the Issuer may use the amount of such Excess Proceeds not used to purchase Notes and Pari Passu Debt for purposes that are not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and any such Pari Passu Debt validly tendered and not withdrawn by holders thereof exceeds the aggregate amount of Excess Proceeds, the Notes and any such Pari Passu Debt to be purchased will be selected by the Issuer on a pro rata basis (based upon the principal amount of Notes and the principal amount or accreted value of such Pari Passu Debt tendered by each holder as provided or calculated by the Issuer). Upon completion of each such Excess Proceeds Offer, the amount of Excess Proceeds will be reset to zero. If the Issuer is obliged to make an Excess Proceeds Offer, the Issuer will purchase the Notes and Pari Passu Debt, at the option of the holders thereof, in whole or in part in a minimum amount of $200,000 and integral multiples of $1,000 in excess thereof on a date that is not later than 60 days from the date the notice of the Excess Proceeds Offer is given to such holders, or such later date as may be required under the Exchange Act. (g) If the Issuer is required to make an Excess Proceeds Offer, the Issuer will comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations, including the requirements of any applicable securities exchange on which Notes are then listed. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10 and Section 3.12 hereof, the Issuer will comply with such securities laws and regulations and will not be deemed to have breached its obligations described in this Section 4.10 or Section 3.12 hereof by virtue thereof. Section 4.11 [Reserved]. Section 4.12 Limitation on Liens securing Debt. (a) The Issuer may not, and may not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur, suffer to exist or become effective any Lien (other than Permitted Liens) to secure any Debt on or with respect to any property or assets now owned or hereafter acquired unless the Notes are equally and ratably secured by such Lien; provided that, if the Debt secured by such Lien is subordinated or junior in right of payment to the Notes, then the Lien securing such Debt shall be subordinated or junior in right of payment to the Lien securing the Notes. (b) Any Lien created for the benefit of the Holders pursuant to this Section 4.12 will provide by its terms that such Lien will be automatically and unconditionally released and discharged upon the release and discharge of the initial Lien to which it relates other than as a consequence of an enforcement action with respect to the assets subject to such initial Lien. (c) For purposes of determining compliance with this Section 4.12, (x) a Lien need not be Incurred solely by reference to one category of Permitted Liens but may be Incurred under any combination of such categories (including in part under one such category and in part under any other such category) and (y) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories of Permitted Liens the Issuer shall, in its sole discretion, divide, classify or may subsequently reclassify at any time such Lien (or any portion thereof) in any manner that complies with this Section 4.12 and the definition of “Permitted Liens”. (d) With respect to any Lien securing Debt that was permitted to secure such Debt at the time of the Incurrence of such Debt, such Lien shall also be permitted to secure any Increased Amount of such Debt. The “Increased Amount” of any Debt shall mean any increase in the amount of such Debt 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 Debt with the same terms or in the form of common stock, the payment of dividends on Preferred Stock in the form of additional shares of Preferred Stock of the same class, accretion of original issue discount or liquidation preference, any fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and 52

 
expenses incurred in connection therewith and increases in the amount of Debt outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Debt. Section 4.13 Limitation on lines of business. The Issuer, together with its Restricted Subsidiaries, will not primarily engage in any business other than in a Related Business. Section 4.14 [Reserved]. Section 4.15 Change of Control. (a) Within 60 days of the occurrence of a Change of Control Triggering Event, the Issuer will be required to make an Offer to Purchase all Outstanding Notes at a purchase price equal to 101% of their principal amount plus accrued interest and any Additional Amounts thereon to 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 “Change of Control Offer”). (b) [Reserved]. (c) The Issuer will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if (x) another party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (y) a notice of redemption has been given pursuant to Section 3.07 unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made. Section 4.16 Limitation on Guarantees of the Issuer’s Debt by Subsidiaries. (a) The Issuer will not permit any Significant Subsidiary to, directly or indirectly, provide a Guarantee of any of the Issuer’s Debt for which such Significant Subsidiary’s maximum exposure in respect of such Guarantee exceeds $50 million unless such Significant Subsidiary simultaneously executes and delivers to the Trustee a supplemental indenture providing for its payment Guarantee of the Notes; provided: (1) if the Issuer’s Debt is pari passu in right of payment to the Notes, such Significant Subsidiary’s Guarantee of the Issuer’s Debt shall rank pari passu in right of payment to its Guarantee of the Notes; (2) if the Issuer’s Debt is subordinated in right of payment to the Notes, such Significant Subsidiary’s Guarantee of the Issuer’s Debt shall be subordinated in right of payment to its Guarantee of the Notes substantially to the same extent as the Issuer’s Debt is subordinated in right of payment to the Notes; (3) a Significant Subsidiary’s Guarantee of the Notes may be limited in amount to the extent required by fraudulent conveyance, thin capitalization, corporate benefit, financial assistance or other similar laws (but, in such a case, the Guarantee of the Notes shall be given on an equal and ratable basis with its Guarantee of the Issuer’s Debt to the extent permitted by applicable law); and (4) for so long as it is not permissible under applicable law for such Significant Subsidiary to provide a Guarantee of the Notes, such Significant Subsidiary need not provide such a Guarantee of the Notes (but, in such a case, the Issuer shall procure that such Significant Subsidiary will use its reasonable best efforts to undertake all whitewash or similar procedures legally available to it to eliminate the relevant 53

 
legal prohibition, and shall give a Guarantee of the Notes at such time (and to the extent) that it thereafter becomes permissible). (b) Clause (a) of this Section 4.16 shall not apply to (1) the granting by such Significant Subsidiary of a Permitted Lien under circumstances which do not otherwise constitute the Guarantee of the Issuer’s Debt, (2) the Guarantee by any Significant Subsidiary of any Permitted Refinancing Debt that refinances Debt of the Issuer which benefitted from a Guarantee by any Significant Subsidiary Incurred in compliance with this covenant immediately prior to such refinancing, or (c) any Guarantee by a Significant Subsidiary existing as of the Issue Date. (c) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described above shall provide by its terms that such Guarantee shall be automatically and unconditionally released and discharged upon: (x) such Subsidiary ceasing to be a Significant Subsidiary (including as a result of any sale, exchange or transfer, to any Person, of all of the Issuer’s Capital Stock in such Significant Subsidiary) in compliance with this Indenture; or (y) the release by the holders or lenders of the Issuer’s Debt described in the preceding paragraph of their Guarantee by such Significant Subsidiary (including any deemed release upon payment in full of all obligations under such Debt (but not under the relevant Guarantee)), at a time when (I) no other Debt of the Issuer has been Guaranteed by such Significant Subsidiary or (II) the holders of all such other Debt which is Guaranteed by such Significant Subsidiary also release their Guarantee by such Significant Subsidiary (including any deemed release upon payment in full of all obligations under such Debt (but not under the relevant Guarantee)). Section 4.17 [Reserved]. Section 4.18 Payments for consent. The Issuer will not, and will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder or beneficial holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms of the provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders and beneficial holders of Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. Notwithstanding the foregoing, the Issuer and its Subsidiaries shall be permitted, in any offer or payment of consideration for, or as an inducement to, any consent, waiver or amendment of any of the terms or provisions of this Indenture, to exclude Holders and beneficial holders of Notes in any jurisdiction where (i) the solicitation of such consent, waiver or amendment, including in connection with an offer to purchase for cash, or (ii) the payment of the consideration therefor would require the Issuer or any of its Subsidiaries to file a registration statement, prospectus or similar document under any applicable securities laws (including, but not limited to, the United States federal securities laws and the laws of the European Union or its member states or the United Kingdom), which the Issuer in its sole discretion determines (acting in good faith) (A) would be materially burdensome (it being understood that it would not be materially burdensome to file the consent document(s) used in other jurisdictions, any substantially similar documents or any summary thereof with the securities or financial services authorities in such jurisdiction); or (B) such solicitation would otherwise not be permitted under applicable law in such jurisdiction. Section 4.19 [Reserved]. Section 4.20 Maintenance of listing. The Issuer will use its commercially reasonable efforts to obtain and maintain the listing of the Notes on the Official List and the admission to trading on the Euro MTF Market of the Luxembourg Stock Exchange for so long as any Notes remain Outstanding; provided that if the Issuer is unable to obtain admission to listing of the Notes on the Official List of the Luxembourg Stock Exchange and/or admission to trading of the Notes on the Euro MTF Market of the Luxembourg Stock Exchange or if at any time the Issuer determines that it will not maintain such listing and/or admission to trading, it will use its commercially reasonable efforts to obtain and maintain a listing and/or admission to trading of the Notes on another recognized stock exchange. 54

 
Section 4.21 Financial Calculations for Limited Condition Transactions. (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which requires that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreement (or other relevant definitive documentation) for such Limited Condition Transaction is entered into. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this paragraph, and any Default or Event of Default occurs following the date such definitive agreement for a Limited Condition Transaction is entered into and prior to the consummation of such Limited Condition Transaction, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. (b) In connection with any action being taken in connection with a Limited Condition Transaction for purposes of: (1) determining compliance with any provision of this Indenture which requires the calculation of any financial ratio or test, including the Net Leverage Ratio; or (2) testing baskets set forth in this Indenture (including baskets measured as a percentage of Total Assets); in each case, at the option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreement (or other relevant definitive documentation) for such Limited Condition Transaction is entered into (the “LCT Test Date”); provided, however, that the Issuer shall be entitled to subsequently elect, in its sole discretion, the date of consummation of such Limited Condition Transaction instead of the LCT Test Date as the applicable date of determination, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Debt and the use of proceeds thereof), as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Consolidated EBITDA” and “Net Leverage Ratio”, the Issuer or any Restricted Subsidiary could have taken such action on the relevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. (c) If the Issuer has made an LCT Election and any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in Consolidated EBITDA or Total Assets, of the Issuer and its Restricted Subsidiaries at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio, test or basket availability under this Indenture (including with respect to the Incurrence of Debt or Liens, or the making of Asset Dispositions, acquisitions, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Issuer or any Restricted Subsidiary or the Designation of an Unrestricted Subsidiary) on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any Incurrence of Debt and the use of proceeds thereof) have been consummated. Section 4.22 Additional Amounts. (a) The Issuer agrees that, with respect to payments under the Notes, if any deduction or withholding of any present or future taxes, levies, imposts or charges whatsoever imposed by or for the account of any jurisdiction in which the Issuer is organized, engaged in business or resident for tax purposes, or from or through 55

 
which payment on the Notes is made by or on behalf of the Issuer (including the jurisdiction of any paying agent) or any political subdivision or taxing authority thereof or therein having the power to tax (each, a “Relevant Taxing Jurisdiction”) and any interest, penalties and other liabilities with respect thereto (collectively, “Taxes”) shall be required to be made, the Issuer will (subject to the limitations described below) pay such additional amounts (“Additional Amounts”) in respect of principal (and premium, if any) and interest as may be necessary in order that the net amounts received pursuant to the Notes after such deduction or withholding (including any withholding or deduction from such Additional Amounts) shall equal the respective amounts of principal (and premium, if any) and interest specified in the Notes that would have been received if such Taxes had not been required to be withheld or deducted; provided, however, that the Issuer shall not be required to make any payment of Additional Amounts for or on account of: (1) any Taxes imposed by or for the account of a Relevant Taxing Jurisdiction which would not be payable but for the fact that the holder or beneficial owner of a Note (or a fiduciary, settlor, beneficiary, partner of, member or shareholder of, or possessor of a power over, the relevant holder, if the relevant holder is an estate, trust, nominee, partnership, limited liability company or corporation) is a citizen, domiciliary, national or resident of, incorporated in, or engaging in business or maintaining a permanent establishment or being physically present in, such Relevant Taxing Jurisdiction or otherwise having some present or former connection with such Relevant Taxing Jurisdiction other than the holding or ownership of such Note or the receipt of principal of (and premium, if any) and interest on such Note or the exercise of rights under or the enforcement of such Note or this Indenture; (2) any Tax that would not have been imposed but for the presentation of a Note (where presentation is required) for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later, except to the extent that the holder would have been entitled to such Additional Amounts on presenting the same for payment on any day (including the last day) within such 30-day period; (3) any Tax that would not have been imposed but for a failure by the relevant holder or beneficial owner (to the extent it is legally entitled to do so) of the Note to comply with any applicable certification, information, identification, documentation or other reporting requirements, whether required by statute, treaty, regulation or administrative practice, of a Relevant Taxing Jurisdiction, if such compliance is legally required as a precondition to relief or exemption from such Tax (including without limitation a certification that such holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction); provided, however, that this clause (4) shall not apply if the Issuer shall not have provided the holder of the Note with written notice of the applicable requirement at least 60 days prior to the date that the holder or beneficial owner of the Note is required to comply with such applicable requirement; (4) any estate, inheritance, gift, sale, transfer, personal property or similar taxes; (5) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes; (6) any Taxes imposed or withheld by reason of the failure of the holder or beneficial owner of the Note to comply with the requirements of Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), as of the date hereof (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), the U.S. Treasury Regulations issued thereunder or any official interpretation thereof, any law implementing an intergovernmental approach thereto or any agreement entered into pursuant to Section 1471 of the Code; or (7) any combination of clauses (1) through (6) above. (b) In addition, the Issuer shall not have any obligation to pay Additional Amounts to a holder that is a fiduciary or partnership or an entity that is not the sole beneficial owner of the payment of the principal or interest on a Note to the extent that the laws of the Relevant Taxing Jurisdiction require the payment to be included in the 56

 
income of a beneficiary or settlor for tax purposes with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to the Additional Amounts had it been the holder of such Note. (c) If the Issuer becomes aware that it will be obligated to pay any Additional Amounts with respect to any payment under the Notes, the Issuer will deliver to the Trustee and the Paying Agent on a date that is at least 30 days prior to the date of that payment (unless that obligation to pay Additional Amounts arises less than 45 days prior to that payment date, in which case the Issuer shall notify the Trustee and the Paying Agent promptly thereafter) an Officer’s Certificate stating that the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officer’s Certificate must also set forth any other information reasonably necessary to enable the Paying Agent to pay Additional Amounts to Holders on the relevant payment date. The Trustee shall be entitled to rely solely on such Officer’s Certificate as conclusive proof that such payments are necessary. (d) The Issuer will also make or cause to be made such withholding or deduction of Taxes required by law and will remit the full amount of Taxes so deducted or withheld to the relevant taxing authority in accordance with all applicable laws. The Issuer will use its reasonable efforts to obtain tax receipts from each such tax authority evidencing the payment of any Taxes so deducted or withheld. The Issuer will, upon request, make available to the Trustee and the paying agent, as soon as reasonably practicable after the date on which the payment of any Taxes so deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Issuer or if, notwithstanding the Issuer’s efforts to obtain such receipts, the same are not obtainable, other evidence reasonably available to the Issuer and reasonably satisfactory to the Trustee and the paying agent of such payment by the Issuer. If reasonably requested by the Trustee or the paying agent, the Issuer will provide to the Trustee and the paying agent such information as may be in the possession of the Issuer (and not otherwise in the possession of the Trustee and paying agent) to enable the Trustee and paying agent to determine the amount of withholding taxes attributable to any particular Holder, provided however that in no event shall the Issuer be required to disclose any information that it reasonably deems confidential or is otherwise not legally entitled to disclose. (e) In addition to the foregoing, the Issuer will pay, any present or future stamp, issue, registration, transfer, documentation, court, excise or property Taxes imposed in connection with the execution, issue, delivery, registration or enforcement of the Notes or this Indenture. (f) The foregoing provisions will survive any termination, defeasance or discharge of this Indenture and will apply mutatis mutandis to any jurisdiction in which any successor Person to the Issuer is organized, engaged in business or resident for tax purposes or from or through which payment or with respect to any Notes is made by or on behalf of such successor Person (including the jurisdiction of any paying agent) or any political subdivision or taxing authority thereof or therein having the power to tax. (g) Whenever in this Indenture or the Notes there is mentioned, in any context, the payment of principal (and premium, if any), redemption price, interest or any other amount payable under any Note, such mention will be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are or would be payable in respect thereof. Section 4.23 Suspension of certain covenants when Notes rated investment grade. (a) If on any date following the Issue Date (the “Suspension Date”): (1) the Notes are rated Investment Grade by two of three Rating Agencies; and (2) no Default or Event of Default shall have occurred and be continuing on such date, then, the Issuer will notify the Trustee (provided that no such notification shall be a condition for the suspension of the covenants set forth below) and beginning on such Suspension Date and continuing until such time, if any, at which the Notes cease to be rated Investment Grade by either Rating Agency (such period, the “Suspension Period”), the covenants specifically listed under the following sections hereof will no longer 57

 
be applicable to the Notes and any related default provisions of this Indenture will cease to be effective and will not be applicable to the Issuer: (A) Section 4.10; (B) Section 4.09; and (C) clause (3) of Section 5.01(a). (b) Such covenants will not, however, be of any effect with regard to the actions of the Issuer and its Restricted Subsidiaries properly taken during the continuance of the Suspension Period; provided that all Debt Incurred during the Suspension Period will be classified to have been Incurred pursuant to Section 4.09(b)(2). Upon the occurrence of a Suspension Period, the amount of Excess Proceeds shall be reset at zero. Section 4.24 Limitation on Designation of Unrestricted Subsidiaries. (a) The Issuer may designate, after the Issue Date, any Subsidiary of the Issuer (including any newly created or acquired Subsidiary) as an “Unrestricted Subsidiary” (a “Designation”) only if, at the time of or after giving effect to such Designation: (1) no Default or Event of Default shall have occurred and be continuing; (2) the Issuer could Incur US$1.00 of Debt pursuant to Section 4.09(a); and (3) the aggregate Investments (other than Permitted Investments) by the Issuer and its Restricted Subsidiaries in all Unrestricted Subsidiaries shall not exceed the greater of (x) $950 million or (y) 10% of Total Assets at any time outstanding. (b) Neither the Issuer nor any Restricted Subsidiary will at any time: (1) provide credit support for, subject any of its property or assets (other than Liens over the Capital Stock, Debt and other securities of any Unrestricted Subsidiary securing Debt of that Unrestricted Subsidiary and its Subsidiaries) to the satisfaction of, or Guarantee, any Debt of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Debt); (2) be directly or indirectly liable for any Debt of any Unrestricted Subsidiary; (3) be directly or indirectly liable for any Debt which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Debt of any Unrestricted Subsidiary; or (4) make any Investment (other than a Permitted Investment) in any Unrestricted Subsidiary to the extent such Investment, together with the aggregate Investments in all Unrestricted Subsidiaries then outstanding, exceeds the amount set out in Section 4.24(a)(3). (c) The Issuer may redesignate an Unrestricted Subsidiary as a Restricted Subsidiary (a “Redesignation”) only if all Liens and Debt of such Unrestricted Subsidiary outstanding immediately following such Redesignation if Incurred at such time would have been permitted to be Incurred for all purposes of this Indenture. (d) For purposes of this Section 4.24: (1) “Investments” shall equal the portion (proportionate to the Issuer’s direct or indirect equity interest in a Restricted Subsidiary to be Designated as an Unrestricted Subsidiary) of the Fair Market 58

 
Value of the net assets of such Restricted Subsidiary at the time of the Designation of such Subsidiary as an Unrestricted Subsidiary; (2) The aggregate Investments (other than Permitted Investments) by the Issuer and its Restricted Subsidiaries in all Unrestricted Subsidiaries shall be reduced upon the Redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary by an amount equal to the lesser of (x) the Issuer’s direct or indirect “Investment” in such Unrestricted Subsidiary at the time of such Redesignation, and (y) the portion (proportionate to the Issuer’s direct or indirect equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such Redesignation; (3) any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer, as determined in good faith by the Issuer; and (4) the amount of any Investment outstanding at any time shall be reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount received by the Issuer or a Restricted Subsidiary in respect of such Investment. (e) The Designation of a Subsidiary of the Issuer as an Unrestricted Subsidiary shall be deemed to include the Designation of all Subsidiaries of such Subsidiary as Unrestricted Subsidiaries. (f) All Designations and Redesignations shall be evidenced by an Officer’s Certificate of the Issuer, delivered to the Trustee certifying compliance with this Section 4.24. Section 4.25 FATCA (a) Mutual Undertaking Regarding Information Reporting and Collection Obligations. Each party shall, within ten (10) 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 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 paragraph 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. (b) Notice of Possible Withholding Under FATCA. The Issuer shall notify the Paying Agent in the event that it determines that any payment to be made by the Paying Agent under the 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 paragraph shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuer, the Notes, or both. (c) Paying Agent’s Right to Withhold. Notwithstanding any other provision of this Indenture, the Paying Agent shall be entitled to make a deduction or withholding from any payment which it makes under the Notes for or on account of any Tax, if and only to the extent so required by Applicable Law. If such a deduction or withholding is required, neither the Paying Agent nor the Trustee will be obligated to pay any Additional Amount to the recipient unless such an Additional Amount is received by the Paying Agent or the Trustee in accordance with this Indenture. (d) For the purposes of this Section 4.25, defined terms used herein shall have the following meanings: 59

 
(1) “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; (2) “Authority” means any competent regulatory, prosecuting, Tax or governmental authority in any jurisdiction; (3) “Code” means the U.S. Internal Revenue Code of 1986, as amended; (4) “FATCA Withholding” means any withholding or deduction required pursuant to an agreement described in section 1471(b) of the Code, or otherwise imposed pursuant to sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or any law implementing an intergovernmental approach thereto; (5) “Tax” means any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of any Authority having power to tax. ARTICLE 5 SUCCESSORS Section 5.01 Merger, consolidations and certain sales of assets of the Issuer. (a) The Issuer may not, in a single transaction or a series of related transactions, (i) consolidate with or merge into any other Person, or (ii) directly or indirectly, convey, transfer, sell, lease or otherwise dispose of all or substantially all of its assets to any other Person, unless: (1) either (i) the Issuer is the surviving corporation; or (ii) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance or other disposition has been made, (A) shall expressly assume, by a supplemental indenture executed and delivered to the Trustee in form reasonably satisfactory to the Trustee, all of the Issuer’s obligations under this Indenture and, (B) is organized under the laws of any member state of the European Union, the United Kingdom, Norway, Switzerland, Canada, Jersey, Guernsey, Mauritius, Cayman Islands, British Virgin Islands, any state of the United States of America or the District of Columbia; (2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (3) with respect to a consolidation, merger, conveyance, transfer, sale, lease or other disposal of the Issuer, immediately after giving effect to such transaction and treating any Debt which becomes the Issuer’s or any of its Restricted Subsidiaries’ obligation, as applicable, or that of the Person formed by or surviving any such consolidation or merger (if other than the Issuer), as a result of such transaction as having been Incurred at the time of the transaction, (x) the Issuer (including any successor Person) could Incur at least $1.00 of additional Debt pursuant to Section 4.09(a) hereof or (y) the Net Leverage Ratio would not be greater than such ratio immediately prior to giving effect to such transaction; provided, however, that this clause (3) will not apply if, in the good faith determination of the Issuer’s Board of Directors the principal purpose of such transaction is to change the Issuer’s jurisdiction of incorporation; and 60

 
(4) the Issuer delivers to the Trustee an Officer’s Certificate stating that such consolidation, merger or transfer and such supplemental indenture comply with this Section 5.01. Section 5.02 Successor Corporation Substituted. Upon any consolidation or merger in which the Issuer is not the continuing corporation or any transfer (excluding any lease) of all or substantially all of the assets of the Issuer, in accordance with Section 5.01 hereof, the successor Person shall succeed to, and be substituted for, and may exercise every right and power of the Issuer under this Indenture with the same effect as if such successor Person had been named as such; provided, however, that the predecessor Issuer shall not be relieved from the obligation to pay the principal of, premium on, if any and interest, if any, on the 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. ARTICLE 6 DEFAULTS AND REMEDIES Section 6.01 Events of Default. The following will be “Events of Default” under this Indenture: (1) failure to pay principal of, or premium, if any, on, any Note when due (at maturity, upon redemption or otherwise); (2) failure to pay any interest (including Additional Amounts) on any Note when due, which failure continues for 30 days; (3) default in the payment of principal and interest on Notes required to be purchased pursuant to an Offer to Purchase under Sections 4.15 and 4.10 hereof when due and payable; (4) failure to perform or comply with the provisions of Section 5.01 hereof; (5) failure of the Issuer to perform any other of the covenants or agreements under this Indenture or the Notes, which failure continues for 60 days after written notice to the Issuer by the Trustee or Holders of at least 25% in aggregate principal amount of Outstanding Notes; (6) default under the terms of any instrument evidencing or securing Debt for money borrowed by the Issuer or any of its Restricted Subsidiaries, if that default: (A) results in the acceleration of the payment of such Debt prior to its Stated Maturity; or (B) is caused by the failure to pay such Debt at its Stated Maturity after giving effect to the expiration of any applicable grace periods (and other than by regularly scheduled required prepayment) and such failure to make any payment has not been waived or the Stated Maturity of such Debt has not been extended, and, in each case, the outstanding principal amount of any such Debt under which there has been a failure to pay at Stated Maturity thereof or the payment of which has been so accelerated, aggregates $100 million or more; (7) failure by the Issuer or any of its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $100 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 61

 
enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effect; (8) the Issuer or any of its Significant Subsidiaries or group of Subsidiaries that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law: (A) commences a voluntary case; (B) consents to the entry of an order for relief against it in an involuntary case; (C) consents to the appointment of a custodian or administrator 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; or (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Issuer, or any Significant Subsidiary or group of Subsidiaries that, taken together, would constitute a Significant Subsidiary in an involuntary case; (B) appoints a custodian or administrator of the Issuer, or any Significant Subsidiary or group of Significant Subsidiaries that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Issuer or any Significant Subsidiary or group of Significant Subsidiaries that, taken together, would constitute a Significant Subsidiary; or (C) orders the liquidation of the Issuer, or any Significant Subsidiary or group of Significant 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. If an Event of Default specified in clause (8) or (9) of Section 6.01 hereof shall occur, the maturity of all Outstanding Notes shall automatically be accelerated and the principal amount of the Notes, together with any premium, accrued interest or Additional Amounts thereon, shall be immediately due and payable. If any other Event of Default shall occur and be continuing, the Trustee or the Holders of not less than 25% of the aggregate principal amount of the Notes then Outstanding may, by written notice to the Issuer (and to the Trustee if given by Holders), declare the principal amount of the Notes, together with accrued interest thereon, immediately due and payable. The right of the Holders to give such acceleration notice shall terminate if the event giving rise to such right shall have been cured before such right is exercised. Any such declaration may be annulled and rescinded by written notice from the Trustee or the Holders of a majority of the aggregate principal amount of the Notes then Outstanding to the Issuer if all amounts then due with respect to the Notes are paid (other than amount due solely because of such declaration) and all other defaults with respect to the Notes are cured. Section 6.03 Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of (and premium or Additional Amounts, if any) or interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder 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 62

 
the Event of Default. All remedies are cumulative to the extent permitted by law. Section 6.04 Waiver of Past Defaults. Subject to certain rights of the Trustee, as provided in this Indenture, the Holders of a majority in aggregate principal amount of the Outstanding Notes, on behalf of all Holders of the Notes, may waive any past default under this Indenture, except a default in the payment of principal, premium or interest or a default arising from failure to purchase any Note tendered pursuant to an Offer to Purchase; provided that the Holders of a majority in aggregate principal amount of the then Outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. 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 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. The Holders of a majority in aggregate principal amount of the Outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, provided that the Trustee may refuse to follow any direction that conflicts with law, this Indenture or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders not joining in the giving of such direction or that may involve the Trustee in personal liability. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except in a Default or Event of Default relating to the payment of principal of (and premium or Additional Amounts, if any) or interest on the Notes, to the extent such action does not conflict with the provisions of this Indenture or applicable law. Section 6.06 Limitation on Suits. Subject to Section 7.01 hereof, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any Holders, unless such Holders have offered to the Trustee indemnity and/or security satisfactory to it. The Holders of a majority in aggregate principal amount of the Outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, to the extent such action does not conflict with the provisions of this Indenture or applicable law. No Holder of any Note will have any right to institute any proceeding with respect to this Indenture or the Notes or for any remedy thereunder, unless: (1) such Holder has previously given to the Trustee written notice of a continuing Event of Default; (2) the Holders of at least 25% in aggregate principal amount of the Outstanding Notes shall have made a written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee; (3) such Holder or Holders have offered to the Trustee indemnity and/or security satisfactory to it against any loss, liability or expense arising in connection with such proceeding; (4) the Trustee for 60 days after receipt of such notice has failed to institute any such proceeding; and (5) no direction inconsistent with such request shall have been given to the Trustee during such 60 day-period by the Holders of a majority in principal amount of the Outstanding Notes. However, such limitations do not apply to a suit individually instituted by a Holder of a Note for enforcement of 63

 
payment of the principal of, or interest on, such Note on or after respective due dates expressed in such Note. A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder. The Trustee shall have no obligation to ascertain whether the Holder’s actions are unduly prejudicial to other Holders. Section 6.07 Right of Holders of Notes to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of (and premium or Additional Amounts, if any) or interest on the Note, on or after the respective due dates expressed in the 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 Holders of not less than 90% in aggregate principal amount of the Notes; 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 Indenture upon any property subject to such Lien. Section 6.08 Collection Suit by Trustee. Subject to mandatory provisions of Luxembourg insolvency laws, if an Event of Default specified in Section 6.01(1) or Section 6.01(2) 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 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. 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 allowed in any judicial proceedings relative to the Issuer or any other obligor upon the Notes, their creditors or property and shall be entitled and empowered, subject to mandatory provisions of Luxembourg insolvency laws, 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 7.07 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 7.07 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 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: 64

 
First: to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection and then the Agents for any amounts due; Second: to Holders for amounts due and unpaid on the 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 Notes for principal, premium, if any, interest and Additional Amounts, if any, respectively; and Third: to the Issuer 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 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 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 defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in aggregate principal amount of the then Outstanding Notes. 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 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, 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 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. 65

 
(a) If an Event of Default of which a Responsible Officer of the Trustee has actual knowledge has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this 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 of which a Responsible Officer of the Trustee has actual knowledge: (1) the duties of the Trustee and the Agents will be determined solely by the express provisions of this Indenture and the Trustee and the Agents need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee or the Agents; and (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this 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 willful misconduct, except that: (1) this paragraph (c) does not limit the effect of paragraph (b) of this Section 7.01; (2) 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 negligent in ascertaining the pertinent facts; and (3) 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 Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01. (e) No provision of this 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 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 by the Paying Agent and in trust by the Trustee need not be segregated from other funds except to the extent required by law. (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 department has actual knowledge thereof or unless written notice thereof is received by the Trustee (attention: Trust & Securities Services) and such notice clearly references the Notes, the Issuer and this Indenture. Section 7.02 Rights of Trustee. (a) The Trustee may conclusively rely, and shall be protected in acting or refraining from acting, 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 the document. 66

 
(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 attorney or 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 Indenture provided that the Trustee’s conduct does not constitute negligence or bad faith. (e) Unless otherwise specifically provided in this 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 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 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(1) or Section 6.01(2) (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). (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 Indenture or under applicable law or regulation with respect to any transfer, exchange, redemption, purchase or repurchase, as applicable, of any interest in any Notes, but may at its sole discretion choose to do so. (i) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be indemnified and/or secured under this Indenture, 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 willful misconduct or negligence, each Agent shall not be liable for acting in good faith on instructions believed by it to be genuine and from the proper party and no Agent shall be under any fiduciary duty or other obligation towards or have any relationship of agency and trust for or with any person other than the Issuer. (j) In the event the Trustee or any Agent receives conflicting, unclear or equivocal instructions, the Trustee or Agent shall be entitled to not take any action until such instructions have been resolved or clarified to its satisfaction and the Trustee or Agent shall not become liable in any way to any person for any failure to comply with any such conflicting, unclear or equivocal instruction. (k) 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 Notes then Outstanding, pursuant to the provisions of this Indenture, the Trustee, in its sole discretion, may determine what 67

 
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. (l) 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. (m) 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 Indenture or the Notes. (n) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so. (o) The Trustee will not be liable to any person if prevented or delayed in performing any of its obligations or discretionary functions under this 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. (p) The Trustee shall not under any circumstances be liable for any indirect loss, punitive or special damages or consequential loss (being loss of business, goodwill, opportunity or profit of any kind) 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. (q) 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. (r) The Trustee may request that the Issuer deliver 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 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. (s) No provision of this Indenture shall require the Trustee to do anything which, in its opinion, may be illegal or contrary to applicable law or regulation. (t) 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. (u) The Trustee may retain professional advisors to assist it in performing its duties under this 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 Indenture and the 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. (v) The Trustee may assume without inquiry in the absence of actual knowledge that the Issuer is duly complying with its obligations contained in this 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 Notes has occurred. Section 7.03 Individual Rights of Trustee. 68

 
The Trustee (or its Affiliates) in its individual or any other capacity may become the owner or pledgee of 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 7.10 and 7.11 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 Indenture or the Notes, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Notes and perform its obligations hereunder. The Trustee shall not be accountable for the Issuer’s use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any provision of this 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 Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. 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 a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default in payment of principal of, premium on, if any, interest or Additional Amounts, if any, on any Note, the Trustee may withhold notice if and for so long as it determines that withholding notice is in the interest of Holders. Section 7.06 [Reserved]. Section 7.07 Compensation and Indemnity. (a) The Issuer will pay to the Trustee and the Agents from time to time compensation for its acceptance of this 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 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. (b) The Issuer will indemnify the Trustee, its officers, directors, employees and agents against any and all documented claims, losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Issuer (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuer, 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 its negligence, willful misconduct or bad faith. Notwithstanding the foregoing, the Issuer shall not be liable for any indirect loss, punitive or special damages or consequential loss (being loss of business, goodwill, opportunity or profit of any kind) of the Trustee or any other Person (or, in each case, any successor thereto), even if advised of it in advance and even if foreseeable. The Trustee will notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuer will not relieve the Issuer of its obligations hereunder. In case any such claim shall be brought against the Trustee, the Trustee may elect to defend the claim and shall promptly notify the Issuer of its intent to do so, provided that the Trustee and its counsel shall proceed with diligence and good faith with respect thereto, and the Issuer shall be entitled to participate therein. In the event of any disagreement between the Trustee and the Issuer in relation to the conduct of the claim, other than disagreements concerning the Trustee’s failure to promptly assume the defense and employ counsel, the Trustee’s decision shall be final. The Trustee may have separate counsel and the Issuer shall pay the properly incurred fees and expenses of such counsel. If the Trustee does not assume the defense of such claim, the Issuer may defend the claim, the Trustee shall cooperate in such defense and the Issuer shall not be liable to the Trustee for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by the Trustee, in connection with the defense 69

 
thereof unless the immediately following sentence applies. If the interests of the Issuer, on the one hand, and the Trustee, on the other hand, may be adverse, the Trustee may have a single separate counsel and the Issuer will pay the properly incurred fees and expenses of such counsel. The Issuer need not pay for any settlement made without its written consent, which consent will not be unreasonably withheld. (c) The obligations of the Issuer under this Section 7.07 will survive the satisfaction and discharge of this Indenture. (d) To secure the Issuer’s payment obligations in this Section 7.07, the Trustee will have a Lien prior to the 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 Indenture. (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(9) 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 rights, privileges, protections, immunities and benefits to the Trustee in this Article 7, including, without limitation, its rights to be compensated, reimbursed for expenses and indemnified, are extended to, and shall be enforceable by, each Agent. (g) The indemnity contained in this Section 7.07 shall survive the discharge or termination of this Indenture and shall continue for the benefit of the Trustee or an Agent notwithstanding its resignation or retirement. Section 7.08 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 7.08. (b) The Trustee may resign in writing at any time without giving reason 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 Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing. The Issuer may remove the Trustee if: (1) the Trustee fails to comply with Section 7.10 hereof; (2) 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; (3) a custodian or public officer takes charge of the Trustee or its property; or (4) 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 Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer. (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 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 with the consent of the Issuer (not to be unreasonably withheld or delayed). 70

 
(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 7.10 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 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 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 hereof will continue for the benefit of the retiring Trustee. (g) For the purposes of this Section 7.08, the Issuer hereby expressly accepts and confirms, for the purposes of Articles 1278 and 1281 of the Luxembourg Civil Code that, notwithstanding any assignment, transfer and/or novation permitted under, and made in accordance with the provisions of this Indenture or any agreement referred to herein to which the Issuer is a party, any security created or guarantee given under this Indenture shall be preserved for the benefit of the successor trustee (for itself and the secured parties) and, for the avoidance of doubt, for the benefit of each of the secured parties. Section 7.09 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 7.10 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, that is subject to supervision or examination by any England and Wales authority or any federal or state authorities and that has a combined capital and surplus of at least $50.0 million as set forth in its most recent published annual report of condition. Section 7.11 Agents. Resignation of Agents. Any Agent may resign and be discharged from its duties under this 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 or may appoint a replacement agent on behalf of the Issuer, provided that such appointment shall be with the consent of the Issuer (not to be unreasonably withheld or delayed), 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 Indenture, but shall continue to enjoy the benefit of Section 7.07 hereof. ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance. 71

 
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 Notes upon compliance with the conditions set forth below in this Article 8. Section 8.02 Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer 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 Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer will be deemed to have paid and discharged the entire Debt represented by the Outstanding Notes, which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all their other obligations under such Notes and this 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: (1) the rights of Holders of Outstanding Notes to receive payments in respect of the principal of, interest (including Additional Amounts) or premium, if any, on, such Notes when such payments are due from the trust referred to in Section 8.04 hereof; (2) the Issuer’s obligations with respect to the Notes under Article 2 and Section 4.02 hereof; (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith; and (4) the Legal Defeasance provisions of this Article 8. 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 will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of its obligations under the covenants contained in Sections 4.09, 4.10, 4.12, 4.13, 4.15 hereof and clause (4) of Section 5.01(a) hereof with respect to the Outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “Covenant Defeasance”), and the 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 Notes will not be deemed Outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer 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 Indenture and such Notes 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, Section 6.01(3), (4), (5), (6), (7) and (8) hereof will not constitute Events of Default. Section 8.04 Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof: 72

 
(1) the Issuer must irrevocably deposit with the Trustee (or such other entity designated or appointed (as agent) by it for such purpose), in trust, for the benefit of the Holders of the Notes, cash in U.S. Dollars, non-callable Government Securities, or a combination of cash in U.S. Dollars and non-callable Government Securities, in each case, in amounts as will be sufficient, in the opinion of an internationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest (including Additional Amounts and premium, if any) on the Outstanding Notes on their Stated Maturity or on the applicable redemption date, as the case may be, and the Issuer must specify whether the Notes are being defeased to such stated date for payment or to a particular redemption date; (2) in the case of an election under Section 8.02 hereof, the Issuer must deliver to the Trustee an opinion of U.S. counsel in terms reasonably acceptable to the Trustee 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 beneficial owners of the Outstanding 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 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 Legal Defeasance had not occurred; (3) in the case of an election under Section 8.03 hereof, the Issuer must deliver to the Trustee an opinion of U.S. counsel in terms reasonably acceptable to the Trustee confirming that the beneficial owners of the Outstanding 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; (4) 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 of Notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or others; and (5) 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. Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.06 hereof, all cash in U.S. Dollars and non-callable U.S. 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 Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this 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 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. The Issuer will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or the non-callable U.S. Government Securities deposited pursuant to Section 8.04 hereof or the 73

 
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 Notes. 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 cash in U.S. Dollars or non-callable U.S. 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(1) 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 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 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 money, and all liability of the Issuer as trustee thereof, will thereupon cease; provided, however, that in the event the Notes are in the form of Definitive Registered Notes, the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer cause to be made available to the newswire service of Bloomberg or, if Bloomberg does not operate, any similar agency and, if and so long as the Notes are listed on the Official List and admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, to the extent and in the manner permitted by such rules, posted on the official website of the Luxembourg Stock Exchange (www.luxse.com) or mail to each Holder entitled to such money at such Holder’s address (as set forth in the Register) notice 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. 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 obligations under this Indenture and the Notes 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 (and premium or Additional Amounts, if any) or interest on any Note following the reinstatement of its obligations, the Issuer will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER Section 9.01 Without Consent of Holders. Notwithstanding Section 9.02 hereof, the Issuer, the Issuer and the Trustee may, without the consent of the Holders of the Notes, amend, waive or supplement this Indenture or the Notes: (1) to cure any ambiguity, defect or inconsistency; (2) to provide for the assumption of the Issuer’s obligations to the Holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s assets pursuant to Article 5 hereof; 74

 
(3) 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 Indenture of any such Holder in any material respect; (4) to conform the text of this Indenture, or the 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 was intended to be a verbatim recitation of a provision of this Indenture or the Notes; (5) to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture as of the Issue Date; (6) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 169(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code); (7) to evidence and provide the acceptance of the appointment of a successor Trustee under this Indenture; (8) to allow the provision of Guarantees with respect to the Notes; or (9) to make any change that would provide any additional rights or benefits to Holders or that does not adversely affect the legal rights under the Indenture of any such Holder in any material respect. In formulating its opinion on such matters, the Trustee shall be entitled to request and rely absolutely on such evidence as it deems appropriate, including an Opinion of Counsel and an Officer’s Certificate. Upon the 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 and Section 14.03 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 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 Indenture or otherwise. Section 9.02 With Consent of Holders. Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture (including, without limitation Section 3.12, Section 4.10 and Section 4.15 hereof)or the Notes with the consent of the Holders of at least a majority in aggregate principal amount of the then Outstanding Notes (including, without limitation, Additional 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, the 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 Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes (including, without limitation, Additional 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, Notes); provided that if any amendment, waiver or other modification will only affect one series of the Notes, only the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes of such series shall be required. Upon the 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 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 in the execution of such amended 75

 
or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture. It is not necessary for the consent of the Holders of 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. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer will mail to the Holders 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. The Holders of a majority in aggregate principal amount of the Outstanding Notes, on behalf of all Holders of Notes, may waive compliance by the Issuer with certain restrictive provisions of this Indenture. Subject to Sections 6.04 and 6.07 hereof the Holders of a majority in aggregate principal amount of the Outstanding Notes, on behalf of all Holders of the Notes, may waive any past default under this Indenture, except a default in the payment of principal, premium or interest or a default arising from failure to purchase any Note tendered pursuant to an Offer to Purchase. Modifications and amendments of this Indenture may be made by the Issuer, the Issuer and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Notes; provided, however, that no such modification or amendment may, without the consent of the Holders of 90% of the aggregate principal amount of then Outstanding Notes affected thereby: (1) change the Stated Maturity or the principal of, or any installment of interest on, any Note; (2) reduce the principal amount of, (or premium) or interest on (or rate thereof), any Note; (3) change the place or currency of payment of principal of (or premium), or interest on, any Note; (4) impair the right to institute suit for the enforcement of any payment on or with respect to any Note; (5) reduce the above stated percentage of Outstanding Notes necessary to modify or amend this Indenture; (6) reduce the percentage of aggregate principal amount of Outstanding Notes necessary for waiver of compliance with certain provisions of this Indenture or for waiver of certain defaults; or (7) following the mailing of any Offer to Purchase, modify any Offer to Purchase for the Notes required under Sections 4.10 and 4.15 hereof in a manner adverse to the Holders thereof. For the avoidance of doubt, the provisions of articles 470-1 to 470-19 (included) of the Luxembourg Law dated August 10, 1915 on commercial companies, as amended from time to time, shall not apply in respect of the Notes. Section 9.03 Revocation and Effect of Consents. Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder of a Note and every subsequent Holder that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder or subsequent Holder 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. Section 9.04 Notation on or Exchange of Notes. 76

 
The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuer in exchange for all 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. 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 Indenture. ARTICLE 10 [RESERVED] ARTICLE 11 [RESERVED] ARTICLE 12 [RESERVED] ARTICLE 13 SATISFACTION AND DISCHARGE Section 13.01 Satisfaction and Discharge. (a) This Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder, when: (1) either: (A) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to the Issuer, have been delivered to the Trustee for cancellation; or (B) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. Dollars, non-callable Government Securities, or a combination of cash in U.S. Dollars and non-callable Government Securities, in each case, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Debt on the Notes not delivered to the Trustee for cancellation for principal, premium and Additional Amounts, if any, and accrued interest to the date of maturity or redemption; (2) the Issuer has paid or caused to be paid all sums payable by it under this Indenture; and 77

 
(3) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the 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 Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (1), (2) and (3) of this Section 13.01(a)). (b) Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to Section 13.01(a)(1)(B), the provisions of Sections Section 13.02 and 8.06 hereof will survive. In addition, nothing in this Section 13.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. Section 13.02 Application of Trust Money. Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 13.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this 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. If the Trustee or Paying Agent is unable to apply any money or U.S. Government Securities in accordance with Section 13.01 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 obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 13.01 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 Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Securities held by the Trustee or Paying Agent. ARTICLE 14 MISCELLANEOUS Section 14.01 Notices. Any notice or communication by the Issuer 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, electronic mail or overnight air courier guaranteeing next day delivery, to the others’ address: If to the Issuer: Millicom International Cellular S.A. 2, rue du Fort Bourbon L-1249, Luxembourg, Grand Duchy of Luxembourg Facsimile No.: +352 27 759 901 Attention: Office of the General Counsel With a copy to: King & Spalding LLP 1185 Avenue of the Americas New York, NY 10036 United States of America 78

 
Email: fsuarez@kslaw.com Attention: Fradyn Suarez If to the Trustee: Citibank, N.A., London Branch Citigroup Centre Canada Square Canary Wharf London E14 5LB Attn: Trustee-Agency & Trust Email: emea.at.debt@citi.com If to Registrar: Citibank, N.A., London Branch Citigroup Centre Canada Square Canary Wharf London E14 5LB Attn: Citi-Registrar-Agency & Trust Email: register@citi.com If to Paying Agent or Transfer Agent: Citibank, N.A., London Branch Citigroup Centre Canada Square Canary Wharf London E14 5LB Attn: Paying Agent-Agency & Trust Email: ppapayments@citi.com; issueroperationscsu@citi.com Facsimile: +353 1 622 2210/ +353 1 622 2212 Attn: Transfer Agent-Agency & Trust Email: dtc.transfers@citi.com The Issuer or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications. 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; upon receipt 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. For so long as the Notes are listed on the Official List and/or admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange, and the rules of the Luxembourg Stock Exchange so require, notices of the Issuer will be published on the official website of the Luxembourg Stock Exchange (www.luxse.com). In addition, for so long as any Notes are represented by one or more Global Notes, all notices to Holders will be delivered by or on behalf of the Issuer to DTC. Notices delivered to DTC will be deemed given on the date when delivered. If a notice or communication is published in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it. 79

 
If the Issuer 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. Section 14.02 [Reserved]. Section 14.03 Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer to the Trustee to take or refrain from taking any action under this Indenture, the Issuer shall furnish to the Trustee: (1) an Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 14.04 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and (2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 14.04 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied. Section 14.04 Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (1) a statement that the Person making such certificate or opinion has read such covenant or condition; (2) 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; (3) 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 (4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied. Section 14.05 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. Section 14.06 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 Indenture, the Notes 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 has appointed CT Corporation System, 28 Liberty Street, New York, NY 10005, 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 Indenture, the 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 expressly consents to the jurisdiction of any such court in respect of any such action and waives 80

 
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 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. Section 14.07 No Liability of Directors, Officers, Employees, Incorporators, Members and Stockholders. None of the directors, officers, employees, incorporators, members or stockholders, as such, of the Issuer, as such, will have any liability for any of the Issuer’s obligations under the Notes or this Indenture, or for any claim based on, in respect of, or by reason of, such obligations. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. This waiver may not be effective to waive liabilities under applicable securities laws. Section 14.08 Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. For the avoidance of doubt, the provisions of articles 470-1 to 470-19 (included) of the Luxembourg Law dated August 10, 1915 on commercial companies, as amended from time to time, are excluded. Section 14.09 No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuer or any of its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. Section 14.10 Successors. All agreements of the Issuer in this Indenture and the Notes will bind its successors. All agreements of the Trustee in this Indenture will bind its successors. Section 14.11 Severability. In case any provision in this Indenture or in the 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 14.12 Counterpart Originals. The parties may sign manually, electronically or digitally any number of copies of this Indenture. Each signed copy will be an original, but all of them together represent the same agreement. Delivery of an executed counterpart of a signature page to this Indenture or any Global Note by telecopier, facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other electronic transmission (i.e., a “pdf’ or “tif”) shall be effective as delivery of a manually executed counterpart thereof. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Indenture, the Global Notes and the transactions contemplated hereby 81

 
(including without limitation assignment and assumptions, amendments, waivers and consents) shall be deemed to include electronic signatures, the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. Section 14.13 Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof. Section 14.14 Judgment Currency. Any payment on account of an amount that is payable in U.S. Dollars (the “Required Currency”) 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, shall constitute a discharge of the Issuer’s obligations under this Indenture and the Notes, only to the extent of the amount of the Required Currency with 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 the Required Currency that could be so purchased is less than the amount of the Required Currency originally due to such Holder or the Trustee, as the case may be, the Issuer 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 Indenture or the 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 14.15 Prescription. Claims against the Issuer for the payment of principal or Additional Amounts, if any, on the Notes will be prescribed ten years after the applicable due date for payment thereof. Claims against the Issuer for the payment of interest on the Notes will be prescribed five years after the applicable due date for payment of interest.[Signatures on following page] 82

 
[Signature Page to Indenture] IN WITNESS HEREOF, the parties have caused this Indenture to be duly executed as of the date first written above. MILLICOM INTERNATIONAL CELLULAR S.A., as the Issuer By: Name: Title: By: Name: Title: DocuSign Envelope ID: 6628D5F0-0337-4512-8D51-7A49F5979FCA Bart Vanhaeren VP Corporate Finance Patrick Gill Company Secretary

 








EXHIBIT A [Face of Note] [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] MILLICOM INTERNATIONAL CELLULAR S.A. 7.375% Senior Notes due 2032 No. _____ CUSIP: ISIN: COMMON CODE: $ __________ Issue Date: __________ MILLICOM INTERNATIONAL CELLULAR S.A., a société anonyme organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 2, rue du Fort Bourbon, L-1249, Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de commerce et des sociétés, Luxembourg) under the number B 40630, promises to pay to __________ or registered assigns, the principal sum of __________ DOLLARS or such greater or lesser amount as indicated in the schedule of Exchanges of Interests in the Global Note on April 2, 2032. Interest Payment Dates: April 2 and October 2 Record Dates: Holders of record on each Note in respect of the principal amount thereof outstanding on the Business Day immediately preceding the related Interest Payment Date. Dated: A-1

 
IN WITNESS WHEREOF, the parties hereto have caused this Note to be signed manually, electronically, digitally or by facsimile by the duly authorized officers referred to below. MILLICOM INTERNATIONAL CELLULAR S.A. By: Name: Title: By: Name: Title: A-2

 
This is one of the Notes referred to in the within-mentioned Indenture: CITIBANK, N.A., LONDON BRANCH By: Name: Title: A-3

 
[Back of Note] 7.375% Senior Notes due 2032 Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. (1) INTEREST. MILLICOM INTERNATIONAL CELLULAR S.A., a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 2, rue du Fort Bourbon, L-1249 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies Register (Registre de commerce et des sociétés, Luxembourg) under the number B 40630 (the “Issuer”), promises to pay or cause to be paid interest on the principal amount of this Note at 7.375% per annum from April 2, 2024 until maturity. The Issuer will pay interest semi-annually in arrears on April 2 and October 2 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 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 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 and premium, if any, from time to time on demand at the rate then in effect to the extent lawful. The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Amounts (without regard to any applicable grace periods), from time to time on demand 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. Each interest period shall end (but not include) the relevant Interest Payment Date. (2) METHOD OF PAYMENT. The Issuer will pay interest on the Notes (except defaulted interest) to the Persons who are registered Holders of Notes on the Business Day immediately preceding the related Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium, if any, interest and Additional Amounts, if any, through the Paying Agents as provided in the 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, if any, 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. In addition, interest on the Definitive Registered Notes may be paid by check mailed to the person entitled thereto as shown on the Register for the Definitive Registered Notes. The Issuer will make all payments in immediately available same-day freely transferable funds and in U.S. Dollars. (3) PAYING AGENT, REGISTRAR AND TRANSFER AGENT. Initially, Citibank, N.A., London Branch will act as Paying Agent and Transfer Agent. Citibank, N.A., London Branch will act as Registrar. The Issuer shall maintain a Paying Agent and Transfer Agent. Upon notice to the Trustee, the Issuer may change any Paying Agent, Registrar or Transfer Agent. (4) INDENTURE. The Issuer issued the Notes under an Indenture dated as of April 2, 2024 (the “Indenture”) between the Issuer, Citibank, N.A., London Branch, as Trustee, Transfer Agent and Paying Agent, and Citibank, N.A., London Branch, as Registrar. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. (5) OPTIONAL REDEMPTION. (a) Except as detailed below, the Notes are not redeemable at the Issuer’s option. The Issuer is not, however, prohibited from acquiring the Notes by means other than a redemption, whether pursuant to a tender offer, A-4

 
open market purchase or otherwise, so long as the acquisition does not otherwise violate the terms of the Indenture. The Issuer may make any redemption or redemption notice subject to the satisfaction of conditions precedent. If such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time (but no more than 60 days after the date of the notice of redemption) as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the redemption date, or by the redemption date as so delayed, or such notice may be rescinded at any time in the Issuer’s discretion if in the good faith judgement of the Issuer any or all of such conditions will not be satisfied or waived. In addition, the Issuer may provide in such notice that payment of the redemption price and performance of the Issuer’s obligations with respect to such redemption may be performed by another Person. (b) If a redemption date is not a Business Day, payment may be made on the next succeeding day that is a Business Day, and no interest shall accrue on any amount that would have been otherwise payable on such redemption date if it were a Business Day for the intervening period. If the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such record date and no additional interest will be payable to Holders whose Notes will be subject to redemption. (c) At any time prior to April 2, 2027, upon not less than 10 nor more than 60 days’ notice to the Trustee and the Holders, the Issuer may on any one or more occasions redeem up to 40% of the original aggregate principal amount of Notes (including Additional Notes) at a redemption price of 107.375% of their principal amount, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with the proceeds from one or more Equity Offerings or any sale of Qualified Capital Stock of any Restricted Subsidiary of the Issuer. The Issuer may only do this, however, if: (1) at least 50% of the aggregate principal amount of Notes that were initially issued under the Indenture would remain outstanding immediately after the proposed redemption; and (2) the redemption occurs within 180 days after the closing of such Equity Offering or sale of Qualified Capital Stock. Any notice for such a redemption may be given prior to completing the Equity Offering or sale of Qualified Capital Stock and be conditioned upon its completion. (d) At any time prior to April 2, 2027, upon not less than 10 nor more than 60 days’ notice to the Trustee and the Holders, the Issuer may on any one or more occasions redeem up to 40% of the original aggregate principal amount of Notes (including Additional Notes) at a redemption price of 107.375% of their principal amount, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with the Net Available Proceeds from one or more Specified Subsidiary Sales. The Issuer may only do this, however, if: (1) at least 50% of the aggregate principal amount of Notes that were initially issued would remain outstanding immediately after the proposed redemption; and (2) the redemption occurs within 365 days from the later of the date of such Specified Subsidiary Sale or the receipt of such Net Available Proceeds. (e) During each 12 month period commencing on the Issue Date and ending on April 2, 2027, upon not less than 10 nor more than 60 days’ prior notice to the Trustee and the Holders, the Issuer may redeem up to 10% of the original aggregate principal amount of the Notes (including Additional Notes) at a redemption price equal to 103% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to the applicable redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). A-5

 
A-6 103.688% Year 2028 Redemption Price 101.844% (f) At any time prior to April 2, 2027, upon not less than 10 nor more than 60 days’ notice to the Trustee and the Holders, the Issuer may also redeem all or part of the Notes (including Additional Notes) at a redemption price equal to 100% of the principal amount thereof plus the Applicable Redemption Premium and accrued and unpaid interest and Additional Amounts, if any, to the date of redemption, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date. (g) At any time on or after April 2, 2027, and prior to maturity, upon not less than 10 nor more than 60 days’ notice to the Trustee and the Holders, the Issuer may redeem all or part of the Notes. These redemptions will be in amounts of $200,000 or integral multiples of $1,000 in excess thereof at the following redemption prices (expressed as percentages of their principal amount at maturity), plus accrued and unpaid interest and Additional Amounts, if any, to the redemption date, if redeemed during the 12-month period commencing on April 2 of the years set forth below: 2029 and thereafter 100.000% 2027 (6) REDEMPTION UPON CHANGES IN WITHHOLDING TAXES. The Issuer may redeem the Notes, in whole but not in part, at its option, at 100% of the outstanding principal amount thereof plus accrued and unpaid interest to the date of redemption and any Additional Amounts (as defined under Section 4.22(a) of the Indenture) payable with respect thereto, if: (a) as a result of (i) any change in, or amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction (as defined under Section 4.22(a) of the Indenture) affecting taxation which is publicly announced and becomes effective on or after the date of the Indenture or, if such Relevant Taxing Jurisdiction has become a Relevant Taxing Jurisdiction after the date of the Indenture, on or after the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under the Indenture or (ii) any change in, or amendment to, the existing official published position (including any such change or amendment occurring as a result of the introduction of an official position) regarding the application, administration or interpretation of the laws or treaties (or any regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction (including any such change or amendment occurring as a result of a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change or amendment is publicly announced and, where applicable, becomes effective on or after the date of the Indenture or, if such Relevant Taxing Jurisdiction has become a Relevant Taxing Jurisdiction after the date of the Indenture, on or after the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under the Indenture (either, a “Change in Tax Law”), the Issuer has or will become obligated to pay Additional Amounts; and (b) such obligation cannot be avoided by the Issuer taking reasonable measures available to it (including for the avoidance of doubt, the appointment of a new paying agent where this would be reasonable); provided, however, that for this purpose reasonable measures shall not include any change in the Issuer’s jurisdiction of organization or the location of its principal executive office, or the incurrence of material out of pocket costs by it. No such notice of redemption will be given earlier than 90 days prior to the earliest date on which the Issuer would be obligated to pay such Additional Amounts if a payment in respect of the Notes were then due. Prior to the publication or mailing of any notice of redemption of the Notes as described below, the Issuer must deliver to the Trustee (i) an Officers’ Certificate stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right so to redeem have been satisfied and (ii) an opinion of an independent tax counsel of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction to the effect that the Issuer has or will become obligated to pay Additional Amounts due to a Change in Tax Law. The Trustee will accept and shall be entitled to rely on this certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent set forth in clauses (a) and (b) above, upon which it will be

 
A-7 [The Global Notes are in registered form without coupons attached. The Global Notes will represent the aggregate principal amount of all the Notes issued and not yet cancelled other than Definitive Registered Notes.]1 [The Definitive Registered Notes are in registered form without coupons attached in denominations of $200,000 and integral multiples of $1,000 above $200,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the 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 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 the Notes; (B) for a period of 15 days immediately prior to the date fixed for selection of 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; or (D) which the Holder has tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Excess Proceeds Offer.]2 (11) PERSONS DEEMED OWNERS. The registered Holder may be treated as the owner of it for all purposes. (12) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture (including, without limitation, Section 3.12, Section 4.10 and Section 4.15 thereof), and the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then Outstanding Notes (including, without limitation, Additional 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, the Notes), and, subject to Section 6.04 and Section 6.07 of the 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 conclusive and binding on the Holders. (7) SINKING FUND. The Issuer will not be required to make any mandatory redemption or sinking fund payments with respect to the Notes. (8) REPURCHASE AT THE OPTION OF HOLDER. (a) Within 60 days of the occurrence of a Change of Control Triggering Event, the Issuer will be required to make an Offer to Purchase all Outstanding Notes at a purchase price equal to 101% of their principal amount plus accrued interest and any Additional Amounts thereon to the date of purchase. (b) When the aggregate amount of Excess Proceeds exceeds $75 million, the Issuer will, within 15 Business Days of the end of the applicable period in Section 4.10(b) of the Indenture, make an Excess Proceeds Offer to all Holders and from the holders of any Pari Passu Debt, to the extent required by the terms thereof, on a pro rata basis, in accordance with the procedures set forth in Section 3.12 of the Indenture or the agreements governing any such Pari Passu Debt, the maximum principal amount (expressed as a minimum amount of $200,000 and integral multiples of $1,000 in excess thereof) of the Notes and any such Pari Passu Debt that may be purchased with the amount of the Excess Proceeds. The offer price as to each Note and any such Pari Passu Debt will be payable in cash in an amount equal to (solely in the case of the Notes) 100% of the principal amount of such Note and (solely in the case of Pari Passu Debt) no greater than 100% of the principal amount (or accreted value, as applicable) of such Pari Passu Debt, plus, in each case, accrued and unpaid interest, if any, to the date of purchase. (9) NOTICE OF REDEMPTION. At least 10 days but not more than 60 days before a redemption date, the Issuer will deliver, pursuant to Section 14.01 of the Indenture, a notice of redemption to each Holder whose 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 Notes or the satisfaction and discharge of the Indenture. (10) DENOMINATIONS, TRANSFER, EXCHANGE. 1 Include in any Global Note. 2 Include in any Definitive Registered Note.

 
Additional Amounts, if any, on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Indenture, the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes (including, without limitation, Additional 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, Notes); provided that if any amendment, waiver or other modification will only affect one series of the Notes, only the consent of the Holders of a majority in aggregate principal amount of the then Outstanding Notes of such series shall be required. In certain circumstances, the Indenture or the Notes may be amended or supplemented without the consent of any Holder, including to cure any ambiguity, defect or inconsistency. (13) DEFAULTS AND REMEDIES. Except as set forth in Section 6.02 of the Indenture, if an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee or the Holders of at least 25% of the aggregate principal amount of the then Outstanding Notes may, by written notice to the Issuer (and to the Trustee if given by the Holders), declare all the Notes to be due and payable immediately. If a bankruptcy or insolvency default with respect to the Issuer occurs and is continuing, the Notes automatically become due and payable. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity and/or security satisfactory to it before it enforces the Indenture or the Notes. Holders of a majority in aggregate principal amount of the then Outstanding 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. (14) AUTHENTICATION. This Note will not be valid until authenticated by the manual or electronic signature of the authorized signatory of the Trustee or an authenticating agent. (15) 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). (16) CUSIP AND ISIN AND COMMON CODE NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. The Issuer has caused Common Code numbers to be printed on the Notes and the Trustee may use Common Code numbers in notices of redemption as a convenience to Holders. In addition, the Issuer has caused ISIN numbers to be printed on the Notes and the Trustee may use ISIN numbers 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 Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. (17) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THIS NOTE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. For the avoidance of doubt, the provisions of articles 470-1 to 470-19 (included) of the Luxembourg Law dated August 10, 1915 on commercial companies, as amended from time to time, shall not apply to the Notes. The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture or the form of Note. Requests may be made to: MILLICOM INTERNATIONAL CELLULAR S.A. 2, rue du Fort Bourbon L-1249 Luxembourg Grand Duchy of Luxembourg Facsimile No.: +352 27 759 901 Attention: Office of the General Counsel A-8

 
ASSIGNMENT FORM To assign this Note, fill in the form below: (I) or (we) assign and transfer this 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 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 Note) Signature Guarantee*: * Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. A-9

 
OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below ☐ Section 4.10 ☐ Section 4.15 If you want to elect to have only part of the Note purchased by the Issuer pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased (in denominations of $200,000 or integral multiples of $1,000 in excess thereof): $ Date: Your Signature: (Sign exactly as your name appears on the face of this Note) Tax Identification No.: Signature Guarantee*: Signature Guarantee*: * Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. A-10

 
A-11 Date of Exchange Amount of decrease in Principal Amount of this Global Note 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: 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 Paying Agent, Trustee or Custodian

 
EXHIBIT B [Issuer address block] [Trustee/Transfer Agent/Registrar address block] Re: $450,000,000 7.375% Senior Notes due 2032 of Millicom International Cellular S.A. Reference is hereby made to the Indenture, dated as of April 2, 2024 (the “Indenture”), between, among others, Millicom International Cellular S.A., a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 2, rue du Fort Bourbon, L-1249 Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de commerce et des sociétés, Luxembourg) under the number B 40630 (the “Issuer”), Citibank, N.A., London Branch, as Trustee, Transfer Agent and. Paying 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 Indenture. _________________, (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $_______________ in such 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 the 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 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 144A Global Note and/or the Definitive Registered Note and in the Indenture and the U.S. Securities Act. 2. Check if Transferee will take delivery of a Book-Entry Interest in the 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 DTC. Upon consummation of the proposed transfer in accordance with the terms of the 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 Regulation S Global Note and/or the Definitive Registered Note and in the B-1

 
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. 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: B-2

 
ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following: [CHECK ONE OF (a) OR (b)] (a) a Book-Entry Interest in the: (i) 144A Global Note ([CUSIP] [ISIN] [COMMON CODE]), or (ii) Regulation S Global Note ([CUSIP] [ISIN] [COMMON CODE]). 2. After the Transfer the Transferee will hold: [CHECK ONE] (a) a Book-Entry Interest in the: (i) 144A Global Note ([CUSIP] [ISIN] [COMMON CODE]), or (ii) Regulation S Global Note ([CUSIP] [ISIN] [COMMON CODE]). in accordance with the terms of the Indenture. B-3

 
EXHIBIT C [Issuer address block] [Trustee/Transfer Agent/Registrar address block] Re: $450,000,000 7.375% Senior Notes due 2032 of Millicom International Cellular S.A. (CUSIP _______; ISIN _______; Common Code _______) Reference is hereby made to the Indenture, dated as of April 2, 2024 (the “Indenture”), between, among others, Millicom International Cellular S.A., a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 2, rue du Fort Bourbon, L-1249 Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de commerce et des sociétés, Luxembourg) under the number B 40630 (the “Issuer”), Citibank, N.A., London Branch, as Trustee, Transfer Agent and Paying 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 Indenture. _____________, (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $in such 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 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 Indenture and the U.S. Securities Act. 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: C-1

 
ANNEX A TO CERTIFICATE OF EXCHANGE 1. The Owner owns and proposes to exchange the following: [CHECK ONE OF (a) OR (b)] (a) ☐ a Book-Entry Interest held through DTC Account No. _______ in the: (i) ☐ D144A Global Note ([CUSIP] [ISIN] _____), or (ii) ☐ Regulation S Global Note ([CUSIP] [ISIN] _____), or (b) ☐ a Definitive Registered Note. 2. After the Exchange the Owner will hold: [CHECK ONE] (a) ☐ a Book-Entry Interest held through DTC Account No. _______ in the: (i) ☐ D144A Global Note ([CUSIP][ISIN] _____), or (ii) ☐ Regulation S Global Note ([CUSIP] [ISIN] _____), or (p) ☐ a Definitive Registered Note. in accordance with the terms of the Indenture. C-2

 
EX-8.1 7 a81subsid.htm EX-8.1 Document

Exhibit 8.1
Significant Subsidiaries
Entity   Country
Colombia Móvil S.A. E.S.P.
   Colombia
Comunicaciones Celulares S.A.
Guatemala
Grupo de Comunicaciones Digitales S.A. (formerly Telefónica Móviles Panamá S.A.)
 Panama
Lati International S.A. (i) Luxembourg
Millicom Cable Costa Rica S.A.
   Costa Rica
Millicom International Operations B.V. (ii)
   Netherlands
Millicom International Services LLC
 USA
Millicom LIH S.A.
   Luxembourg
Millicom International Operations S.A.
   Luxembourg
Millicom Spain S.L.
   Spain
Millicom Telecommunications S.A. (iii) Luxembourg
Navega.com S.A.
Guatemala
Servicios Especializados en Telecomunicaciones, S.A. Guatemala
Servicios Innovadores de Comunicacion y Entretenimiento, S.A. Guatemala
Telecomunicaciones Digitales, S.A. (formerly Cable Onda S.A.)
 Panama
Telefónica Celular de Bolivia S.A.
   Bolivia
Telefónica Celular de Nicaragua S.A.
 Nicaragua
Telefónica Celular del Paraguay S.A. (iv)
   Paraguay
Telemóvil El Salvador, S.A. de C.V.
 El Salvador
UNE EPM Telecomunicaciones S.A. and subsidiaries
   Colombia
(i) Lati International S.A. is the holding company of our tower business.
(ii) Millicom International Operations B.V. was held by Millicom Holding B.V. and MIC Latin America B.V. until they merged in July 2024.
(iii) Millicom Telecommunications S.A. is the holding company of most of our MFS business.
(iv) Servicios y Productos Multimedios S.A. merged with Telefónica Celular del Paraguay S.A. in April 2024.
EX-11.1 8 mic-polxgovxinsidertradi.htm EX-11.1 mic-polxgovxinsidertradi
Millicom International Cellular S.A. Insider Trading Policy 2025 Legal - Governance

 
[Enter name of policy] Page 2 of 14 Insider Trading Policy TABLE OF CONTENTS 1 Purpose ...................................................................................................................................................................... 3 2 Scope and Applicability .............................................................................................................................................. 3 3 Definitions .................................................................................................................................................................. 3 4 Roles and Responsibilities .......................................................................................................................................... 6 5 Policy Requirements .................................................................................................................................................. 6 5.1 Prohibitions ....................................................................................................................................................... 6 5.2 Exceptions ......................................................................................................................................................... 7 5.3 Suspension of Trading ....................................................................................................................................... 8 5.4 Notification Requirements, Reporting Obligations and Regulated Lists ........................................................... 8 5.5 Black-Out Periods .............................................................................................................................................. 8 5.6 Logbooks (only applicable to Insider Information that is relevant to the Lux Bonds and the Swedish Bonds) 9 5.7 Deviations from this Policy ................................................................................................................................ 9 6 Exceptions ................................................................................................................................................................ 10 7 Enforcement ............................................................................................................................................................ 10 8 Appendices .............................................................................................................................................................. 11 8.1 Appendix A – Additional Guidance on Inside Information .............................................................................. 11 8.2 Appendix B – SEC Form 144 Notice of Proposed Sale of Securities ................................................................ 12

 
[Enter name of policy] Page 3 of 14 Insider Trading Policy 1 PURPOSE As a public issuer of common shares traded on the Nasdaq Stock Market, bonds traded on the EuroMTF Market operated by the Luxembourg Stock Exchange (the “Lux Bonds”) and bonds traded on a regulated market in Sweden (the “Swedish Bonds”), Millicom International Cellular S.A. (the “Company” or “Millicom”) is required to follow applicable securities laws and market abuse rules and regulations, as well as the disclosure requirements within the rules of the exchanges on which its securities are listed. Employees, directors and representatives of Millicom and its subsidiaries and jointly controlled entities (the “Operating Companies” and together, the “Millicom Group”), collectively and individually have an obligation to prevent insider trading violations. Due to the severity of the possible sanctions, both to you individually and to the Company, this policy (the “Policy”) is in place to assist us in complying with our obligations. Individuals that have access to material non-public information about Millicom are not permitted to disclose that information to anyone (unless their jobs require them to have that information) and may not trade in Millicom securities until that information becomes public or is no longer material and may not advise anyone else to do so. Any trading in Millicom securities by an Executive Team member must be pre-approved by Millicom’s Chief Legal & Compliance Officer, and any trading activity by any other employee, director or representative of Millicom must be reported in writing to the Trading Compliance Officer within 24 hours of the trade taking place. Detailed restrictions and requirements are described in this Policy. Any violation of these laws and regulations could be subject to personal liability and could face administrative and/or criminal penalties. In addition, any violation of this Policy could subject you to disciplinary action, up to and including termination. The objective of this Policy is to establish the main rules and regulations governing insider trading within Millicom, including related processes and reporting requirements. The key risks that this Policy seeks to address are: • Violation of various insider trading rules applicable to Millicom, and its officers, directors and employees; and • Failure to make the required regulatory disclosures and market communications, or failure to make such disclosures and market communications within the required timeframes. This Policy is not intended to replace your responsibility to understand and comply with the legal prohibition on insider trading. If you have specific questions regarding this Policy or the applicable laws and regulations, contact our Trading Compliance Officer (see Section 4). 2 SCOPE AND APPLICABILITY This Policy applies to all Millicom Insiders and the decisions Millicom Insiders make with respect to trading in Millicom Securities. 3 DEFINITIONS Term Definition Black-Out Period A defined period that begins at least 30 days preceding Millicom’s quarterly announcement of its results (usually on the last day of the calendar quarter) and ends

 
[Enter name of policy] Page 4 of 14 Insider Trading Policy after the completion of one full trading day following Millicom’s quarterly announcement of its results during which, the trading in, or decisions related to trading in Millicom Securities, is prohibited. Closely Associated Persons 1. A spouse, or a partner considered to be equivalent to a spouse; 2. A dependent child; 3. A relative who has shared the same household for at least one year as of the date of the transaction concerned; or 4. A legal person, trust or partnership, the managerial responsibilities of which are discharged by an Insider or by a person referred to in point 1, 2 or 3, which is directly or indirectly controlled by such a person, (or) which is set up for the benefit of such a person, or the economic interests of which are substantially equivalent to those of such a person. HQ Employee Any employee of the Millicom Group with an @millicom.com email address in any location. Insiders 1. Members of our Board of Directors, our Executive Team, and HQ Employees regardless their location, as well as senior management of the Operating Companies and any other employee or person who may have access to Inside Information. For the avoidance of doubt, while not necessarily considered as Millicom Insiders, the trading restrictions within this Policy during Black-Out Periods also extend to all HQ Employees; 2. Individuals within our operating companies and their local partners or joint venture partners who receive or have access to Inside Information; and 3. Members of the immediate family or household of the persons listed in 1 and 2. Inside Information Information of a precise nature, which has not been made public, relating, directly or indirectly, to a company or its financial instruments, and which, if it were made public, would be likely to have a significant impact on the prices of those financial instruments. Information would be “likely to have a significant effect on the price of the financial instruments” if there is a substantial likelihood that a reasonable investor would be likely to use the information as part of the basis of his or her investment decisions. Additional guidance on Inside Information is included in Appendix A to this Policy. Logbook [only in relation to the Lux Bonds and Swedish Bonds] A list of individuals with access or potential access to specifically identified Inside Information, and subject to the relevant trading restrictions applicable to Inside Information as set out in this Policy. Other Restricted Persons Other individuals, not defined otherwise herein, for whom trading restrictions apply. Person Discharging Managerial Responsibilities (PDMR) 1. A member of the Board of Directors of Millicom; and 2. A senior executive who is not a member of the Board of Directors, who has regular access to Inside Information relating directly or indirectly to Millicom and power to make managerial decisions affecting the future developments and business prospects of Millicom, i.e., CEO, CFO, CLCO, CEAO, and CTIO (the “Executive Team”).

 
[Enter name of policy] Page 5 of 14 Insider Trading Policy Rule 1441 The U.S. Securities and Exchange Commission (SEC) adopted Rule 144, which allows public resale of restricted and control securities if the conditions listed below are met. Restricted securities are securities acquired in unregistered, private sales from the issuing company or from an affiliate of the issuer (such as shares received as part of an employee stock benefit plan). Control securities are those held by an affiliate of the issuer, such as employees, directors, members of the executive team and large shareholders, in a relationship of control with the issuer. Control means the power to direct the management and policies of the company in question, whether through the ownership of voting securities, by contract, or otherwise. To sell restricted or control securities, five conditions must be met: 1- Holding Period. The securities must be held for at least 6 months. Note: The holding period only applies to restricted securities. Because securities acquired in the public market are not restricted, there is no holding period for an affiliate who purchases securities of the issuer in the marketplace. 2- Current Public Information. There must be adequate current information about the issuing company publicly available before the sale can be made. For reporting companies, this generally means that the companies have complied with the periodic reporting requirements of the Securities Exchange Act of 1934. 3- Trading Volume Formula. If you are an affiliate, the number of equity securities you may sell during any three-month period cannot exceed the greater of 1% of the outstanding shares of the same class being sold, or if the class is listed on a stock exchange, the greater of 1% or the average reported weekly trading volume during the four weeks preceding the filing of a notice of sale on Form 144. Over-the-counter stocks, including those quoted on the OTC Bulletin Board and the Pink Sheets, can only be sold using the 1% measurement. 4- Ordinary Brokerage Transactions. If you are an affiliate, the sales must be handled in all respects as routine trading transactions, and brokers may not receive more than a normal commission. Neither the seller nor the broker can solicit orders to buy the securities. 5- Filing a Notice of Proposed Sale With the SEC. If you are an affiliate, you must file a notice with the SEC on Form 144 if the sale involves more than 5,000 shares or the aggregate dollar amount is greater than $50,000 in any three-month period. See Appendix 8.2 for the notification form. Securities Securities include inter alia common stock, preferred stock, options to purchase common stock, warrants, bonds, convertible debentures and derivative securities. Trading Compliance Officer The Company Secretary, Maria Maiori, who may delegate all or part of this function. 1 For more information on Rule 144, please visit the SEC website: https://www.sec.gov/about/reports-publications/investorpubsrule144

 
[Enter name of policy] Page 6 of 14 Insider Trading Policy 4 ROLES AND RESPONSIBILITIES Role Responsibilities Trading Compliance Officer The Trading Compliance Officer has the following duties which may be executed following the instructions from the Chief Legal & Compliance Officer or the advice of external counsel in the relevant jurisdiction: • Determining who the Millicom Insiders (or Other Restricted Persons) are and notifying them; • Keeping Logbooks; • Performing periodic cross-checks of available materials as may be required, which may include Form 144 (which must be filed prior to selling Millicom securities OTC in the U.S.), Schedules 13D and G, officers’ and directors’ questionnaires, and reports received from our transfer agent to determine trading activity by officers, directors and others who have, or may have, access to Inside Information; • Circulating this Policy (and/or a summary) to all existing employees, officers and directors and providing this Policy and other appropriate materials to new officers, directors and others who have, or may have, access to Inside Information; • Creating and publishing on Millicom’s website a list of the information received by Millicom with respect to trading in Lux Bonds and Swedish Bonds carried out by the PDMRs and/or their Closely Associated Persons to the extent duly notified to Millicom; • Compliance activities as may be necessary with respect to Rule 144 sales of Millicom Securities; and • Promoting compliance with U.S. securities laws and the Nasdaq Stock Market rules and regulations. 5 POLICY REQUIREMENTS 5.1 Prohibitions No Insider: • May place, cancel or amend an order to buy or sell Millicom Securities at any time when they are in possession of Inside Information relating to Millicom; • may place an order to buy or sell, or to cancel or amend a buy or sell order for securities of another company at any time when they have Inside Information about that company, including, without limitation, any company which we follow in the ordinary course of our business, and any of our customers, vendors or suppliers, when that information is obtained in the course of services performed on our behalf; • may unlawfully disclose our Inside Information to third parties; • may disclose (“tip”) Inside Information to any other person (including family members), or make recommendations or express opinions on the basis of Inside Information with regard to trading in securities; • who receives or has access to our Inside Information may comment on stock price movement or rumors of other corporate developments that are of possible significance to the investing public unless it is part of the

 
[Enter name of policy] Page 7 of 14 Insider Trading Policy Insider’s job, which is only the case of the CEO, the CFO, and the Head of Investor Relations. If the Insider nonetheless comments on stock price movement or rumors, or discloses Inside Information to a third party, the Insider should contact the Trading Compliance Officer immediately; or • may place an order to buy or sell, or to cancel or amend an order to buy or sell our securities during any of the four Black-Out Periods that occur each fiscal year (see Section 5.5). No Millicom employee or Director: • May trade any shares unless they have met the conditions set by Rule 144 (see “3. Definitions” for more details), including the holding period of 6 months, if applicable; • may engage in any hedging transactions (including transactions involving options, puts, calls, prepaid variable forward contracts, equity swaps, collars and exchange funds or other derivatives) that are designed to hedge or speculate on any change in the market value of the Company’s equity securities; • may engage in selling the Company’s stock short (short sales). This type of activity is inherently speculative in nature and is contrary to the best interests of the Company and its shareholders; • may initiate or conduct a share buyback program, or engage with a third-party agent to execute a share buyback program without prior Board approval, and such program may only be carried out in accordance with this Policy and relevant stock exchange rules in which the buyback program is executed; or • from September 1, 2022, may pledge Millicom shares or otherwise encumber shares for the purpose of obtaining loans or other forms of credit for which their shares are provided as security, without the prior approval of the Chief Legal & Compliance Officer. Former Insiders or former Employees: • must continue to follow the trading restrictions set out in this Policy until the closure of any Logbooks in which the former Insider or former employee was included. No PDMR or person that reports directly to the CEO: • may buy or sell shares without the prior written approval of the Chief Legal & Compliance Officer of Millicom. 5.2 Exceptions The prohibition on trading in Millicom Securities set forth above does not apply to: • The exercise of stock options for cash under any stock option plans (but not the sale of any such shares); • The acquisition of Securities from Millicom through Millicom’s equity incentive plans (but not the sale of any such shares); • “Legitimate behavior,” as defined in the Market Abuse Regulation, in relation to the Lux Bonds and/or the Swedish Bonds; or • “Market soundings,” as defined in the Market Abuse Regulation, in relation to the Lux Bonds and/or the Swedish Bonds.

 
[Enter name of policy] Page 8 of 14 Insider Trading Policy 5.3 Suspension of Trading From time to time, the Trading Compliance Officer may recommend that directors, officers, selected employees and others suspend trading in our securities because of developments that have not yet been disclosed to the public. All such persons should not trade in our securities while the suspension is in effect and should not disclose to others that we have suspended trading for certain individuals. 5.4 Notification Requirements, Reporting Obligations and Regulated Lists All Insiders must: • Report in writing any purchases or sales of Millicom Securities at any time during the fiscal year to the Trading Compliance Officer within 24 hours of occurrence. To avoid any potential instances of non-compliance with this Policy, Insiders are recommended to contact the Trading Compliance Officer to determine if any trading restrictions exist prior to conducting any purchases or sales. PDMRs and any person that reports directly to the CEO must: • Request prior approval of the Chief Legal & Compliance Officer prior to any transaction related to the financial instruments of the Company conducted on their own account or by their Closely Associated Persons (including receipt of Millicom shares as remuneration). • Notify their Closely Associated Persons of their obligations to report transactions and shall keep a copy of such notification. For any proposed sale by a Board member or member of the Executive Team of more than 5,000 shares or where the aggregate sale price is greater than $50,000 in any three-month period, the member must file a notice with the SEC on Form 144 before or at the time the order to sell is placed with the broker. Such sales are also subject to volume and manner of sale restrictions. Please consult with the Chief Legal & Compliance Officer of Millicom prior to any sales. See Appendix 8.2 for the notification form. The Trading Compliance Officer must: • Keep a list of all Insiders and their Closely Associated Persons and make available on Millicom’s website any information received and notified to Millicom with respect to any transactions carried out by Insiders and/or their Closely Associated Persons; and • Notify the Luxembourg competent authority (CSSF) of any trading in Lux Bonds or Swedish Bonds conducted by Insiders or their Closely Associated Persons, through the relevant reporting process and tool (eRIIS). 5.5 Black-Out Periods Each of the quarterly Black-Out Periods begins at least 30 days before Millicom announces its quarterly results (typically on the last day of the last month of the quarter) and ends after the completion of one full trading day following Millicom’s quarterly announcement of its results. If the first day of the Black-Out Period falls on a weekend, the Black- Out Period will start at the close of the Nasdaq Stock Market on the last trading day prior to the weekend. The exact dates are communicated by the Trading Compliance Officer prior to the end of each quarter. Assuming the Nasdaq Stock Market is open each day, below is an example of when you can trade:

 
[Enter name of policy] Page 9 of 14 Insider Trading Policy Announcement on Monday First Day You Can Trade Before Nasdaq opens Tuesday While Nasdaq is open Tuesday After Nasdaq closes Wednesday 5.6 Logbooks (only applicable to Insider Information that is relevant to the Lux Bonds and the Swedish Bonds) The Trading Compliance Officer must: ➢ Open and maintain Logbook(s) of all Millicom Insiders with access or potential access to Inside Information that may affect Millicom’s ability to fulfil its obligations under the terms and conditions of the Lux Bonds and the Swedish Bonds regardless of whether or not the information will be published as soon as possible, until such time as the Inside Information has been made publicly available, or the information no longer meets the criteria for classification as Inside Information. Third-party Insiders (e.g., external legal counsel) may choose to maintain their own logbooks and if so, must communicate this decision in writing to the Trading Compliance Officer; ➢ Inform each Millicom Insider of their inclusion in an open Logbook and request their acknowledgement and understanding of their obligations in connection with their entry into the Logbook; ➢ Request personal identification information related to each Millicom Insider in accordance with the relevant regulatory requirements related to logbooks; ➢ Notify each Millicom Insider when a Logbook in which they are included is closed; ➢ Notify the relevant authorities of the disclosure of delayed Inside Information and include in that notification the information required by MAR Article 17.4. ➢ Keep all Logbooks for at least five years from the date the final update was made (i.e. in most cases the closing of the Logbook); and ➢ If requested by the competent authority, provide a copy of the Logbook to the authority. Millicom Insiders must not disclose the information which caused the person to be recorded in the Logbook. 5.7 Deviations from this Policy Should any aspect of this Policy be in contravention with, or omit any requirements of local laws and regulations, please contact the Trading Compliance Officer. In certain circumstances, there may be a requirement for an Insider Trading Policy in the countries in which Millicom operates (e.g., if the local entity is a listed company and local regulations require an insider trading policy). Should such circumstances arise, the Insider Trading Policy should be developed in consultation with the Trading Compliance Officer.

 
[Enter name of policy] Page 10 of 14 Insider Trading Policy 6 EXCEPTIONS Other than those included in this Policy, there are no exceptions regarding compliance with this Policy. 7 ENFORCEMENT U.S. Liability The SEC, The Nasdaq Stock Market (“Nasdaq”) and plaintiffs’ lawyers in the U.S. focus on uncovering insider trading. A breach of the insider trading laws could expose the insider to criminal fines up to three times the profits earned and imprisonment up to ten years, in addition to civil penalties (up to three times of the profits earned), and injunctive actions. In addition, punitive damages may be imposed under applicable state laws. Securities laws may also subject controlling persons to civil penalties for illegal insider trading by employees, including employees located outside the United States. Controlling persons include directors, officers, and supervisors. These persons may be subject to fines up to the greater of $1,000,000 or three-times profit (or loss avoided) by the insider trader. Liability for tipping (only applicable to Inside Information that are relevant to the Lux Bonds and the Swedish Bonds) Insiders may also be liable for improper transactions by any person (commonly referred to as a "tippee") to whom they have disclosed Inside Information, or to whom they have made recommendations or expressed opinions on the basis of such information about trading securities. A natural person who engages in insider dealing or market abuse can incur criminal sanctions, including a maximum prison term of six years and/or a maximum administrative pecuniary sanction of the highest of (i) EUR 5,000,000 or in the Member States whose currency is not the euro, the corresponding value in the national currency on 2 July 2014, or (ii) up to ten times the amount of the profits gained or losses avoided because of the infringement, where those can be determined. For a legal person, the corresponding maximum administrative pecuniary sanction amounts to the highest of (i) EUR 15,000,000 or in the Member States whose currency is not the euro, the corresponding value in the national currency on 2 July 2014, (ii) 15 % of the total annual turnover of the legal person, or group, according to the last available accounts approved by the management body, or (iii) up to ten times the amount of the profits gained, or losses avoided because of the infringement, where those can be determined. Attempts are also punishable. Disciplinary Action by Millicom Persons who violate this Policy may be subject to disciplinary action, which may include ineligibility for future participation in our equity incentive plans or termination of employment. Contingent workers / Contractors who violate this Policy will be subject to sanctions up to termination of contract. Everyone should report any suspected violations of this Policy to the Chief Legal & Compliance Officer, the Trading Compliance Officer or through Millicom’s Ethics line.2

 
[Enter name of policy] Page 11 of 14 Insider Trading Policy 8 APPENDICES 8.1 Appendix A – Additional Guidance on Inside Information While it is not possible to define all categories of Inside Information, there are various categories of information that are particularly sensitive and, as a general rule, should always be considered carefully to determine if the information is Inside Information. Examples of such information include non-disclosed: - Financial results - Projections of future earnings or losses - News of a pending or proposed merger - Acquisitions/divestitures - Impending bankruptcy or financial liquidity problems - Notification of nonreliance on an audit report - Gain or loss of a substantial customer or supplier - Changes in dividend policy - New services announcements of a significant nature - Significant pricing changes - Stock splits - New equity or debt offerings - Changes in debt ratings - Significant changes in accounting treatment or policies - Significant litigation exposure due to actual or threatened litigation - Significant legal or regulatory developments that affect the Millicom Group - Significant cyber security risks and incidents - Major changes in senior management Either positive or negative information may be Inside Information.

 
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001) 8.2 Appendix B – SEC Form 144 Notice of Proposed Sale of Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 ATTENTION: This Form must be filed in electronic format by means of the Commission’s Electronic Data Gathering, Analysis, and Retrieval system (EDGAR) in accordance with the EDGAR rules set forth in Regulation S-T (17 CFR part 232), except that where the issuer of the securities is not subject to the reporting requirements of section 13 or 15(d) of the Exchange Act, this Form m ust be filed in accordance with Securities Act Rule 144(h)(2). For assistance with EDGAR issues, please consult the EDGAR – Information for Filers webpage on SEC.gov. OMB APPROVAL OMB Number: 3235-0101 Expires: August 31, 2026 Estimated average burden hours per response ........... 1.00 SEC USE ONLY DOCUMENT SEQUENCE NO. CUSIP NUMBER 1 (a) NAME OF ISSUER (Please type or print) (b) S.E.C. FILE NO. WORK LOCATION 1 (c) ADDRESS OF ISSUER STREET CITY STATE ZIP CODE (d) TELEPHONE NO. AREA CODE NUMBER 2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD (b) RELATIONSHIP TO ISSUER INSTRUCTION: The filer should contact the issuer to obtain the S.E.C. File Number. 3 (a) (b) SEC USE ONLY (c) Number of Shares or Other Units To Be Sold (See instr. 3(c)) (d) Aggregate Market Value (See instr. 3(d)) (e) Number of Shares or Other Units Outstanding (See instr. 3(e)) (f) Approximate Date of Sale (See instr. 3(f)) (MO. DAY YR.) (g) Name of Each Securities Exchange (See instr. 3(g)) Title of the Class of Securities To Be Sold Name and Address of Each Broker Through Whom the Securities are to be Offered or Each Market Maker who is Acquiring the Securities Broker-Dealer File Number INSTRUCTIONS: 3. (a) Title of the class of securities to be sold 1. (a) Name of issuer (b) Name and address of each broker through whom the securities are intended to be sold (b) Issuer’s S.E.C. file number, if any (c) Number of shares or other units to be sold (if debt securities, give the aggregate face amount) (c) Issuer’s address, including zip code (d) Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice (d) Issuer’s telephone number, including area code (e) Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer

 
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001) (f) Approximate date on which the securities are to be sold 2. (a) Name of person for whose account the securities are to be sold (g) Name of each securities exchange, if any, on which the securities are intended to be sold (b) Such person’s relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing) TABLE I –– SECURITIES TO BE SOLD Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor: Title of the Class Date you Acquired Nature of Acquisition Transaction Name of Person from Whom Acquired (If gift, also give date donor acquired) Amount of Securities Acquired Date of Payment Nature of Payment INSTRUCTIONS: If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid. TABLE II –– SECURITIES SOLD DURING THE PAST 3 MONTHS Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold. REMARKS: INSTRUCTIONS: See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice. ATTENTION: The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date. Name and Address of Seller Title of Securities Sold Date of Sale Amount of Securities Sold Gross Proceeds

 
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001) DATE OF NOTICE (SIGNATURE) DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION, IF RELYING ON RULE 10B5-1 The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures.

 
EX-12.1 9 a121302cert.htm EX-12.1 Document

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Marcelo Benitez, certify that:

1.I have reviewed this annual report on Form 20-F of Millicom International Cellular S.A.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4.The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting policies;
(c)Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5.The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.




By: /s/ Marcelo Benitez
Name:    Marcelo Benitez
Title:    Chief Executive Officer (Principal Executive Officer)
Date:     April 8, 2025
EX-12.2 10 a122302cert.htm EX-12.2 Document

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Bart Vanhaeren, certify that:
1.I have reviewed this annual report on Form 20-F of Millicom International Cellular S.A.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4.The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting policies;
(c)Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5.The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.



By:
/s/ Bart Vanhaeren
Name:    Bart Vanhaeren
Title:    Chief Financial Officer (Principal Financial Officer)
Date:     April 8, 2025

EX-13.1 11 a131906cert.htm EX-13.1 Document

CERTIFICATION
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002

(subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Millicom International Cellular S.A., a company incorporated under the laws of the Grand Duchy of Luxembourg (the “Company”), hereby certifies, to such officer’s knowledge, that:
The Annual Report on Form 20-F for the year ended December 31, 2024 (the “Report”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.




By: /s/ Marcelo Benitez
Name:    Marcelo Benitez
Title: Chief Executive Officer
Date:     April 8, 2025
EX-13.2 12 a132906cert.htm EX-13.2 Document

CERTIFICATION
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002

(subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Millicom International Cellular S.A., a company incorporated under the laws of the Grand Duchy of Luxembourg (the “Company”), hereby certifies, to such officer’s knowledge, that:
The Annual Report on Form 20-F for the year ended December 31, 2024 (the “Report”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:
/s/ Bart Vanhaeren
Name:    Bart Vanhaeren
Title:    Chief Financial Officer
Date:     April 8, 2025
EX-15.1 13 a151kpmgconsletter.htm EX-15.1 Document


Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the registration statement (No. 333-234307) on Form S-8 of our reports dated April 8, 2025, with respect to the consolidated financial statements of Millicom International Cellular S.A. and the effectiveness of internal control over financial reporting.

/s/ KPMG LLP

Miami, Florida
April 8, 2025
EX-15.2 14 a152eyconsletter.htm EX-15.2 Document


Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-234307) pertaining to the Long-Term Incentive Performance Share and Deferred Short-Term Incentive Share Programs of Millicom International Cellular S.A., of our report dated March 12, 2024, with respect to the consolidated financial statements of Millicom International Cellular S.A. included in this Annual Report (Form 20-F) of Millicom International Cellular S.A. for the year ended December 31, 2024.

/s/ Ernst & Young
Société anonyme
Cabinet de révision agréé

Luxembourg
April 8, 2025
EX-15.3 15 a153predecessorauditletter.htm EX-15.3 Document


April 8, 2025
Securities and Exchange Commission
Washington, D.C. 20549

Ladies and Gentlemen:

On March 12, 2024, we reported on the consolidated financial statements of Millicom International Cellular S.A. and its subsidiaries (collectively, the “Company”) as of December 31, 2023 and 2022, and for the three-year period ended December 31, 2023, and the effectiveness of internal control over financial reporting as of December 31, 2023. We have read the Company’s statements included under Item 16F of its Annual Report on Form 20-F dated April 8, 2025, and we agree with such statements.

Very truly yours,
/s/ Ernst & Young S.A.
Luxembourg, Grand Duchy of Luxembourg