Form T-3/A Digicel Intermediate
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-3/A
(Amendment No. 2)
FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES
UNDER THE TRUST INDENTURE ACT OF 1939
|
Digicel Intermediate Holdings Limited Digicel International Finance Limited (Issuers) |
|
Caribbean Cable Communications Holdings Limited Wireless Ventures (Anguilla) Ltd. Antigua Wireless Ventures Limited New Millennium Telecom Services N.V. Digicel Caribbean Ltd Digicel Holdings Ltd. Digicel Trinidad and Tobago International Finance Limited Digicel Holdings (BTC) Limited Grand Canal Finance Limited Telecommunications (Bermuda and West Indies) Ltd. The Bermuda Telephone Company Limited Transact Limited Wireless Holdings (Bermuda) Ltd. Antilliano Por N.V. Digicel (BVI) Limited Digicel Cayman Services Ltd. Digicel Holdings, Ltd. Curaçao Telecom N.V. Digicel Aruba Holdings B.V. Digicel (Curaçao) Holdings B.V. Digicel, S.A. de C.V. Digicel Antilles Francaises Guyane Digicel French Caribbean S.A.S. U-Mobile (Cellular) Inc. Antilles Crossing – St. Croix, Inc. OneFone, S.A. Unigestion Holding, S.A. Digicel (Jamaica) Limited Oceanic Digital Jamaica Limited French Caribbean Holdings S.à r.l. Bamba Holdings Limited Digicel Caribe Holding Limited Digicel Eastern Caribbean Limited Digicel Guyana Holdings Ltd. Digicel Guyana Ltd. Digicel Haiti Holding Limited Digicel Haiti International Finance Limited Digicel Haiti International Finance Holdings Limited Fibre Investments Limited Digicel (Trinidad & Tobago) Limited Digicel Turks & Caicos Holdings Ltd |
| (Guarantors) |
(Name of applicants)
|
|
Clarendon House |
| (Address of principal executive offices) |
Securities to be Issued Under the Indenture to be Qualified
|
Title of Class |
Amount(1) |
| 9.00% Senior Secured First Lien Notes due 2027 | $1,249,941,690 aggregate principal amount |
| (1) | Assumes that (a) all the DIFL Secured Noteholders (as defined in the Scheme Document filed as Exhibit T3E-1) elect to receive their DIFL Secured Debt Work Fee (as defined in the Scheme Document) in the form of New Notes (as defined herein) and (b) all the Term Loan Lenders (as defined in the Scheme Document) elect to receive their DIFL Secured Debt Work Fee in the form of New Term Loans (as defined in the Scheme Document). |
Approximate date of issuance
Upon the effective date of the Scheme (as defined herein), which will be approximately January 26, 2024
| Name and address of agent for service: | ||
|
Rahulkumar Jain Chief Financial Officer |
| With copies to: | ||
|
Michael Kaplan Davis Polk & Wardwell LLP | ||
The Applicants hereby amend this application for qualification on such date or dates as may be necessary to delay its effectiveness until: (i) the 20th day after the filing of an amendment that specifically states that it shall supersede this application, or (ii) such date as the Securities and Exchange Commission (the “Commission”), acting pursuant to Section 307(c) of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), may determine upon written request.
Explanatory Note
This Amendment No. 2 (this “Amendment”) to the Application for Qualification of Indenture on Form T-3, which amends the Application for Qualification of Indenture on Form T-3 (File No. 022-29107-42) originally filed by the Applicants with the Securities and Exchange Commission on August 21, 2023, as amended by Amendment No. 1 filed on January 18, 2024 (the “Initial Application”), is being filed to (i) attach certain exhibits previously omitted from the Initial Application and (ii) amend and restate the Index to Exhibits.
Except as described above, this Amendment is not intended to amend or delete any other part of the Initial Application. All other information in the Initial Application is unchanged and has been omitted from this Amendment. Unless indicated otherwise, all capitalized terms used herein but not otherwise defined herein have the meanings ascribed to them in the Initial Application.
Contents of Application for Qualification. This application for qualification comprises—
(a) Pages numbered 1 to 2, consecutively.
(b) The statement of eligibility and qualification of the trustee under the indenture to be qualified.
(c) The following exhibits in addition to those filed as part of the statement of eligibility and qualification of the trustee:
2
3
4
| * | Filed herewith. |
| ** | Previously Filed. |
5
Signature
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of Bermuda, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Kingston, Jamaica, on the 18th day of January, 2024.
| DIGICEL INTERMEDIATE HOLDINGS LIMITED | ||||
| Attest: | /s/ Holly McNamara | By: | /s/ Stephen Murad | |
| Name: Holly McNamara | Name: Stephen Murad | |||
| Title: Officer | Title: Director | |||
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of Bermuda, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Castries, St. Lucia, on the 18th day of January 2024.
| DIGICEL INTERNATIONAL FINANCE LIMITED | ||||
| Attest: | /s/ Denis O’Brien | By: | /s/ Holly McNamara | |
| Name: Denis O’Brien | Name: Holly McNamara | |||
| Title: Director | Title: Director | |||
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of the state of Delaware, USA, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Castries, St. Lucia, on the 18th day of January 2024.
| DIFL US LLC | ||||
| By: | Digicel International Finance Limited, its sole member | |||
| Attest: | /s/ Denis O’Brien | By: | /s/ Holly McNamara | |
| Name: Denis O’Brien | Name: Holly McNamara | |||
| Title: Director | Title: Director | |||
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of Anguilla, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of The Valley, Anguilla, on the 18th day of January 2024.
| CARIBBEAN CABLE COMMUNICATIONS HOLDINGS LIMITED | ||||
| Attest: | /s/ Fiona Curtis | By: | /s/ Wenise Davis | |
| Name: Fiona Curtis, as Secretary, on behalf of Counsel Limited | Name: Wenise Davis | |||
| Title: Secretary | Title: Director | |||
6
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of Anguilla, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of The Valley, Anguilla, on the 18th day of January 2024.
| WIRELESS VENTURES (ANGUILLA) LTD. | ||||
| Attest: | /s/ Danielle Connor | By: | /s/ Wenise Davis | |
| Name: Danielle Connor, as Secretary, on behalf of Counsel Limited | Name: Wenise Davis | |||
| Title: Secretary | Title: Director | |||
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of Antigua and Barbuda, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of The Valley, Anguilla, on the 18th day of January 2024.
| ANTIGUA WIRELESS VENTURES LIMITED | ||||
| Attest: | /s/ Fiona Curtis | By: | /s/ Wenise Davis | |
| Name: Fiona Curtis, as Secretary, on behalf of Counsel Limited | Name: Wenise Davis | |||
| Title: Secretary | Title: Director | |||
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of Aruba, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Dublin, Ireland, on the 18th day of August, 2023.
| NEW MILLENNIUM TELECOM SERVICES N.V. | ||||
| Attest: | /s/ Roeland van der Hoeven | By: | /s/ Lucy Gaffney | |
| Name: Roeland van der Hoeven | Name: Lucy Gaffney | |||
| Title: Managing Director | Title: Director | |||
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of Barbados, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Castries, St. Lucia, on the 18th day of August, 2023.
| DIGICEL CARIBBEAN LTD. | ||||
| Attest: | /s/ Rhory McNamara | By: | /s/ Holly McNamara | |
| Name: Rhory McNamara, as Secretary, on behalf of MCSI INC. | Name: Holly McNamara | |||
| Title: Secretary | Title: Director | |||
7
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of Barbados, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Dublin, Ireland, on the 18th day of January 2024.
| DIGICEL HOLDINGS LTD. | ||||
| Attest: | /s/ Lucy Gaffney | By: | /s/ Denis O’Brien | |
| Name: Lucy Gaffney | Name: Denis O’Brien | |||
| Title: Director | Title: Director | |||
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of Barbados, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Dublin, Ireland, on the 18th day of January 2024.
| DIGICEL TRINIDAD AND TOBAGO INTERNATIONAL FINANCE LIMITED | ||||
| Attest: | /s/ Denis O’Brien | By: | /s/ Lucy Gaffney | |
| Name: Denis O’Brien | Name: Lucy Gaffney | |||
| Title: Director | Title: Director | |||
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of Bermuda, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Kingston, Jamaica, on the 18th day of January 2024.
| DIGICEL HOLDINGS (BTC) LIMITED | ||||
| Attest: | /s/ Pat Casey | By: | /s/ Stephen Murad | |
| Name: Pat Casey | Name: Stephen Murad | |||
| Title: Director | Title: Director | |||
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of Bermuda, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Kingston, Jamaica, on the 18th day of January 2024.
| GRAND CANAL FINANCE LIMITED | ||||
| Attest: | /s/ Denis O’Brien | By: | /s/ Stephen Murad | |
| Name: Denis O’Brien | Name: Stephen Murad | |||
| Title: Director | Title: Director | |||
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of Bermuda, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Kingston, Jamaica, on the 18th day of January 2024.
| TELECOMMUNICATIONS (BERMUDA AND WEST INDIES) LTD. | ||||
| Attest: | /s/ Pat Casey | By: | /s/ Stephen Murad | |
| Name: Pat Casey | Name: Stephen Murad | |||
| Title: Director | Title: Director | |||
8
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of Bermuda, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Kingston, Jamaica, on the 18th day of January 2024.
| THE BERMUDA TELEPHONE COMPANY LIMITED | ||||
| Attest: | /s/ Pat Casey | By: | /s/ Stephen Murad | |
| Name: Pat Casey | Name: Stephen Murad | |||
| Title: Director | Title: Director | |||
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of Bermuda, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Kingston, Jamaica, on the 18th day of January 2024.
| TRANSACT LIMITED | ||||
| Attest: | /s/ Pat Casey | By: | /s/ Stephen Murad | |
| Name: Pat Casey | Name: Stephen Murad | |||
| Title: Director | Title: Director | |||
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of Bermuda, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Kingston, Jamaica, on the 18th day of January 2024.
| WIRELESS HOLDINGS (BERMUDA) LTD. | ||||
| Attest: | /s/ Pat Casey | By: | /s/ Stephen Murad | |
| Name: Pat Casey | Name: Stephen Murad | |||
| Title: Director | Title: Director | |||
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of Bonaire, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Willemstad, Curaçao, on the 18th day of January 2024.
| ANTILLIANO POR N.V. | ||||
| Attest: | /s/ Roeland van der Hoeven | By: | /s/ Julius Girigori | |
| Name: Roeland van der Hoeven | Name: Julius Girigori | |||
| Title: Managing Director | Title: Director | |||
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of the British Virgin Islands, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Castries, St. Lucia, on the 18th day of January 2024.
| DIGICEL (BVI) LIMITED | ||||
| Attest: | /s/ Mara Samaniego | By: | /s/ Holly McNamara | |
| Name: Mara Samaniego | Name: Holly McNamara | |||
| Title: Director | Title: Director | |||
9
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of the Cayman Islands, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of George Town, Cayman Islands, on the 18th day of January 2024.
| DIGICEL CAYMAN SERVICES LTD. | ||||
| Attest: | /s/ Michael Alberga | By: | /s/ Conor O’Dea | |
| Name: Michael Alberga, as Secretary, on behalf of International Corporation Services Ltd. | Name: Conor O’Dea | |||
| Title: Secretary | Title: Director | |||
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of the Cayman Islands, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Dublin, Ireland, on the 18th day of January 2024.
| DIGICEL HOLDINGS, LTD. | ||||
| Attest: | /s/ Michael Alberga | By: | /s/ Lucy Gaffney | |
| Name: Michael Alberga, as Secretary, on behalf of International Corporation Services Ltd. | Name: Lucy Gaffney | |||
| Title: Secretary | Title: Director | |||
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of Curaçao, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Willemstad, Curaçao, on the 18th day of January 2024.
| CURAÇAO TELECOM N.V. | ||||
| Attest: | /s/ Roeland van der Hoeven | By: | /s/ Julius Girigori | |
| Name: Roeland van der Hoeven | Name: Julius Girigori | |||
| Title: Managing Director | Title: Director | |||
10
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of Curaçao, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Willemstad, Curaçao, on the 18th day of January 2024.
| DIGICEL ARUBA HOLDINGS B.V. | ||||
| Attest: | /s/ Evert Rakers | By: | /s/ Desiree Jean Pierre | |
| Name: Evert Rakers, as Managing Director, on behalf of TMF Curaçao N.V. | Name: Desiree Jean Pierre, as Proxyholder B, on behalf of TMF Curaçao N.V. | |||
| Title: Managing Director | Title: Managing Director | |||
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of Curaçao, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Willemstad, Curaçao, on the 18th day of January 2024.
| DIGICEL (CURAÇAO) HOLDINGS B.V. | ||||
| Attest: | /s/ Evert Rakers | By: | /s/ Desiree Jean Pierre | |
| Name: Evert Rakers, as Managing Director, on behalf of TMF Curaçao N.V. | Name: Desiree Jean Pierre, as Proxyholder B, on behalf of TMF Curaçao N.V. | |||
| Title: Managing Director | Title: Managing Director | |||
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of El Salvador, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of San Salvador, El Salvador, on the 18th day of January 2024.
| DIGICEL, S.A. DE C.V. | ||||
| Attest: | /s/ Frank O’Carroll | By: | /s/ Marcelo Julio Aleman Zapata | |
| Name: Frank O’Carroll | Name: Marcelo Julio Aleman Zapata | |||
| Title: Company Secretary | Title: Sole Administrator | |||
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of France, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Ducos, Martinique, on the 18th day of January 2024.
| DIGICEL ANTILLES FRANCAISES GUYANE | ||||
| Attest: | /s/ Maarten Boute | By: | /s/ Raphael Olivier Boulanger | |
| Name: Maarten Boute | Name: Raphael Olivier Boulanger | |||
| Title: Director and General Manager | Title: Director | |||
11
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of France, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Cork, Ireland, on the 18th day of January 2024.
| DIGICEL FRENCH CARIBBEAN S.A.S. | ||||
| Attest: | /s/ Frank O’Carroll | By: | /s/ Charles Coughlan | |
| Name: Frank O’Carroll | Name: Charles Coughlan | |||
| Title: Company Secretary | Title: Chairman | |||
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of Guyana, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Georgetown, Guyana, on the 18th day of January 2024.
| U-MOBILE (CELLULAR) INC. | ||||
| Attest: | /s/ Gregory Dean | By: | /s/ Clifford Reis | |
| Name: Gregory Dean | Name: Clifford Reis | |||
| Title: Secretary | Title: Director | |||
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of Haiti, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Miami, Florida, on the 18th day of January 2024.
| ONEFONE, S.A. | ||||
| Attest: | /s/ Holly McNamara | By: | /s/ Maarten Boute | |
| Name: Holly McNamara | Name: Maarten Boute | |||
| Title: Director | Title: Director | |||
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of Haiti, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Port-au-Prince, Haiti, on the 18th day of January 2024.
| UNIGESTION HOLDING, S.A. | ||||
| Attest: | /s/ Holly McNamara | By: | /s/ Sophia Stransky | |
| Name: Holly McNamara | Name: Sophia Stransky | |||
| Title: Director | Title: Director | |||
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of Jamaica, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Kingston, Jamaica, on the 18th day of January 2024.
| DIGICEL (JAMAICA) LIMITED | ||||
| Attest: | /s/ Alethia Tomlinson | By: | /s/ Stephen Murad | |
| Name: Alethia Tomlinson | Name: Stephen Murad | |||
| Title: Secretary | Title: Director | |||
12
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of Jamaica, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Kingston, Jamaica, on the 18th day of January 2024.
| OCEANIC DIGITAL JAMAICA LIMITED | ||||
| Attest: | /s/ Alethia Tomlinson | By: | /s/ Stephen Murad | |
| Name: Alethia Tomlinson | Name: Stephen Murad | |||
| Title: Secretary | Title: Director | |||
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of Luxembourg, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Dublin, Ireland, on the 18th day of January 2024.
| FRENCH CARIBBEAN HOLDINGS S.À R.L. | ||||
| Attest: | /s/ Dermot Hayes | By: | /s/ John Ryall | |
| Name: Dermot Hayes | Name: John Ryall | |||
| Title: Director | Title: Director | |||
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of St. Lucia, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Rodney Bay, St. Lucia, on the 18th day of January 2024.
| BAMBA HOLDINGS LIMITED | ||||
| Attest: | /s/ Rhory McNamara | By: | /s/ Joel Wallace | |
| Name: Rhory McNamara, as Secretary, on behalf of MCSI INC. | Name: Joel Wallace | |||
| Title: Secretary | Title: Director | |||
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of St. Lucia, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Rodney Bay, St. Lucia, on the 18th day of January 2024.
| DIGICEL CARIBE HOLDING LIMITED | ||||
| Attest: | /s/ Rhory McNamara | By: | /s/ Joel Wallace | |
| Name: Rhory McNamara, as Secretary, on behalf of MCSI INC. | Name: Joel Wallace | |||
| Title: Secretary | Title: Director | |||
13
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of St. Lucia, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Castries, St. Lucia, on the 18th day of January 2024.
| DIGICEL EASTERN CARIBBEAN LIMITED | ||||
| Attest: | /s/ Rhory McNamara | By: | /s/ Holly McNamara | |
| Name: Rhory McNamara, as Secretary, on behalf of MCSI INC. | Name: Holly McNamara | |||
| Title: Secretary | Title: Director | |||
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of St. Lucia, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Castries, St. Lucia, on the 18th day of January 2024.
| DIGICEL GUYANA HOLDINGS LTD. | ||||
| Attest: | /s/ Rhory McNamara | By: | /s/ Holly McNamara | |
| Name: Rhory McNamara, as Secretary, on behalf of MCSI INC. | Name: Holly McNamara | |||
| Title: Secretary | Title: Director | |||
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of St. Lucia, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Castries, St. Lucia, on the 18th day of January 2024.
| DIGICEL GUYANA LTD. | ||||
| Attest: | /s/ Rhory McNamara | By: | /s/ Holly McNamara | |
| Name: Rhory McNamara, as Secretary, on behalf of MCSI INC. | Name: Holly McNamara | |||
| Title: Secretary | Title: Director | |||
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of St. Lucia, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Miami, Florida, on the 18th day of January 2024.
| DIGICEL HAITI HOLDING LIMITED | ||||
| Attest: | /s/ Rhory McNamara | By: | /s/ Maarten Boute | |
| Name: Rhory McNamara, as Secretary, on behalf of MCSI INC. | Name: Maarten Boute | |||
| Title: Secretary | Title: Director | |||
14
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of St. Lucia, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Rodney Bay, St. Lucia, on the 18th day of January 2024.
| DIGICEL HAITI INTERNATIONAL FINANCE LIMITED | ||||
| Attest: | /s/ Rhory McNamara | By: | /s/ Joel Wallace | |
| Name: Rhory McNamara, as Secretary, on behalf of MCSI INC. | Name: Joel Wallace | |||
| Title: Secretary | Title: Director | |||
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of St. Lucia, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Rodney Bay, St. Lucia, on the 18th day of January 2024.
| DIGICEL HAITI INTERNATIONAL FINANCE HOLDINGS LIMITED | ||||
| Attest: | /s/ Rhory McNamara | By: | /s/ Joel Wallace | |
| Name: Rhory McNamara, as Secretary, on behalf of MCSI INC. | Name: Joel Wallace | |||
| Title: Secretary | Title: Director | |||
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of St. Lucia, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Rodney Bay, St. Lucia, on the 18th day of January 2024.
| FIBRE INVESTMENTS LIMITED | ||||
| Attest: | /s/ Holly McNamara | By: | /s/ Joel Wallace | |
| Name: Holly McNamara | Name: Joel Wallace | |||
| Title: Director | Title: Director | |||
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of Trinidad and Tobago, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Port of Spain, Trinidad and Tobago, on the 18th day of January 2024.
| DIGICEL (TRINIDAD & TOBAGO) LIMITED | ||||
| Attest: | /s/ Lucy Gaffney | By: | /s/ Abraham Smith | |
| Name: Lucy Gaffney | Name: Abraham Smith | |||
| Title: Director | Title: Director | |||
15
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of the Turks and Caicos Islands, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Providenciales, Turks and Caicos Islands, on the 18th day of January 2024.
| DIGICEL TURKS & CAICOS HOLDINGS LTD. | ||||
| Attest: | /s/ Marlon Castillo Albrarico | By: | /s/ Addison Stoddard | |
| Name: Marlon Castillo Albrarico | Name: Addison Stoddard | |||
| Title: Director | Title: Director | |||
Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of the U.S. Virgin Islands, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Pointe-à-Pitre, Guadeloupe, on the 18th day of January 2024.
| ANTILLES CROSSING – ST. CROIX, INC. | ||||
| Attest: | /s/ Ronald Rodney | By: | /s/ Valery Bijou | |
| Name: Ronald Rodney | Name: Valery Bijou | |||
| Title: Director | Title: Director | |||
16
ATTACHMENTS / EXHIBITS
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