Contract analysis

Section 1.01 — Defined Terms As used in this Guaranty, the following terms shall have the following meanings: "Administrative Agent" means Pinnacle Atlantic Bank, N.A., a national banking association, in its capacity as administrative agent for the Lenders under the Credit Agreement, together with its successors and assigns in such capacity. "Borrower" means Cascadia Fiber Networks, Inc., a corporation duly organized

Section 1.02 — Rules of Construction (a) 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 h

Section 2.01 — Guaranty of Payment (a) Each Guarantor hereby unconditionally and irrevocably guarantees, as a primary obligor and not merely as a surety, to the Administrative Agent and each Lender and each other Secured Party, the full and punctual payment and performance when due (whether at stated maturity, by required prepayment, by acceleration, by demand, or otherwise) of all Guaranteed Obligations. Each Guaran

Section 2.02 — Guaranty Absolute The obligations of each Guarantor hereunder are absolute, unconditional, and irrevocable and shall remain in full force and effect without regard to, and shall not be released, reduced, discharged, impaired, or otherwise affected by, any circumstance or condition whatsoever (whether or not such Guarantor shall have any knowledge or notice thereof), including, without limitation, the f

Section 2.03 — Continuing Guaranty; Reinstatement (a) This Guaranty is a continuing guaranty and shall apply to all Guaranteed Obligations whenever arising, whether now in existence or hereafter incurred. This Guaranty shall remain in full force and effect until the indefeasible payment in full in cash of all Guaranteed Obligations and the termination of all commitments under the Credit Agreement in accordance with t

Section 2.04 — Waivers by Guarantors Each Guarantor hereby unconditionally and irrevocably waives, to the fullest extent permitted by applicable law: (a) notice of the acceptance of this Guaranty by the Administrative Agent or any Lender; (b) notice of the making of any loans, the issuance of any letters of credit, or the granting of any other extensions of credit to the Borrower under the Credit Agreement or any oth

Section 2.05 — No Exhaustion of Remedies The Administrative Agent and the Lenders may enforce this Guaranty against any Guarantor without first resorting to or exhausting any other security or collateral or remedy, and without first proceeding against, making any claim against, or exhausting any remedy against the Borrower or any other guarantor of all or any part of the Guaranteed Obligations. This Guaranty is not c

Section 2.06 — Subrogation (a) Notwithstanding any payment or payments made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower, any other guarantor, or any collateral or other security held by the Administrative A

Section 2.07 — Subordination of Other Obligations (a) Any indebtedness of the Borrower now or hereafter owing to any Guarantor, whether arising under any intercompany loan, advance, dividend, distribution, management fee, capital contribution, or otherwise (collectively, "Subordinated Intercompany Debt"), is hereby subordinated in right of payment to the prior indefeasible payment in full in cash of all Guaranteed Ob

Section 2.08 — Stay of Acceleration If acceleration of the time for payment of any Guaranteed Obligation is stayed, enjoined, or otherwise prevented upon or after the commencement of any case or proceeding under any bankruptcy, insolvency, reorganization, receivership, moratorium, or similar law with respect to the Borrower or any Guarantor, or upon or after the filing of any petition for any such case or proceeding,

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE GUARANTORS Each Guarantor hereby represents and warrants to the Administrative Agent and each Lender, as of the date of this Guaranty and as of the date of each extension of credit under the Credit Agreement (except to the extent that any representation or warranty expressly relates to a specific earlier date, in which case such representation or warranty shall be t

Section 3.01 — Organization and Good Standing (a) The Parent Guarantor is a public limited company duly organized, validly existing, and in good standing (to the extent such concept is applicable) under the laws of England and Wales. The Parent Guarantor's ordinary shares are listed on the London Stock Exchange under the ticker symbol "NTP," and its American Depositary Receipts are listed on the New York Stock Exchan

Section 3.02 — Authorization; Enforceability (a) The execution, delivery, and performance by each Guarantor of this Guaranty and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of such Guarantor, including, in the case of the Parent Guarantor, all requisite approvals of its board of directors (and any committee thereof with delegated aut

Section 3.03 — No Conflict The execution, delivery, and performance by each Guarantor of this Guaranty, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate, conflict with, or result in a breach of any provision of the organizational documents (including the articles of association, memorandum of association, certificate of incorporation, and bylaws, as applicable) of such Gu

Section 3.04 — Governmental Approvals No consent, approval, authorization, license, permit, or order of, and no filing, registration, or qualification with, any governmental authority or regulatory body is required for the execution, delivery, or performance by any Guarantor of this Guaranty, or the consummation of the transactions contemplated hereby, except for (a) those that have been duly obtained or made and are

Section 3.05 — Financial Condition (a) For the fiscal year ended December 31, 2024, the Parent Guarantor reported consolidated revenue of approximately £3,820,000,000 (approximately $4,830,000,000 based on the then-prevailing exchange rate), consolidated EBITDA of approximately £894,000,000 (approximately $1,130,000,000), and, as of approximately February 24, 2025, the Parent Guarantor had a market capitalization of

Section 3.06 — Litigation There are no actions, suits, arbitrations, investigations, or other Proceedings pending or, to the knowledge of any Guarantor, threatened against or affecting any Guarantor in any court or before any arbitrator or governmental authority that could reasonably be expected to (a) have a Material Adverse Effect or (b) adversely affect the legality, validity, binding effect, or enforceability of

Section 3.07 — No Material Adverse Effect Since the date of the most recent audited consolidated financial statements of the Parent Guarantor delivered to the Administrative Agent (being the financial statements for the fiscal year ended December 31, 2024), there has been no event, circumstance, development, or change that, individually or in the aggregate, has had or could reasonably be expected to have a Material A

Section 3.08 — Ownership Structure (a) The Parent Guarantor directly owns, beneficially and of record, 100% of the issued and outstanding equity interests (consisting of all issued and outstanding shares of common stock) of the U.S. Holdco Guarantor, free and clear of all liens and encumbrances (other than liens created under the Loan Documents and other permitted liens). (b) The U.S. Holdco Guarantor directly owns,

ARTICLE IV — COVENANTS Each Guarantor hereby covenants and agrees with the Administrative Agent and the Lenders as follows, in each case for so long as any Guaranteed Obligation remains outstanding or any commitment under the Credit Agreement remains in effect:

Section 4.01 — Preservation of Existence (a) Each Guarantor shall preserve, renew, and maintain in full force and effect its legal existence and its rights, privileges, licenses, and franchises material to the conduct of its business. Without limiting the foregoing, (i) the Parent Guarantor shall maintain its status as a public limited company duly organized and existing under the laws of England and Wales, and (ii)

Section 4.02 — Compliance with Laws Each Guarantor shall comply in all material respects with all applicable laws, statutes, rules, regulations, orders, judgments, decrees, injunctions, and other requirements of any governmental authority having jurisdiction over such Guarantor or any of its properties, assets, or operations, except where the failure to so comply could not reasonably be expected to have a Material Ad

Section 4.03 — Payment of Taxes Each Guarantor shall pay and discharge, or cause to be paid and discharged, all material taxes, assessments, and governmental charges or levies imposed upon it or upon its income, profits, or property before the same shall become delinquent and in default; provided, however, that no Guarantor shall be required to pay and discharge any such tax, assessment, charge, or levy if (a) the va

Section 4.04 — Maintenance of Ownership (a) The U.S. Holdco Guarantor shall at all times maintain, directly, ownership of 100% of the issued and outstanding equity interests in the Borrower, free and clear of all liens and encumbrances (other than the pledge thereof pursuant to the Pledge Agreement and other permitted liens), and shall not sell, transfer, assign, or otherwise dispose of any such equity interests, exc

Section 4.05 — Information and Reporting (a) Each Guarantor shall furnish to the Administrative Agent, promptly upon the reasonable request of the Administrative Agent, such financial and other information regarding the Guarantors and their subsidiaries as the Administrative Agent may from time to time reasonably request, including, without limitation, copies of any filings made by the Parent Guarantor with the Londo

Section 4.06 — Further Assurances Each Guarantor shall, at its own cost and expense, execute and deliver to the Administrative Agent such additional documents, instruments, certificates, and agreements, and shall take such further actions, as the Administrative Agent may from time to time reasonably request in order to carry out more effectively the purposes and intent of this Guaranty and to establish and protect th

Section 4.07 — Notice of Default Each Guarantor shall, promptly (and in any event within five (5) Business Days) after any responsible officer of such Guarantor obtains knowledge thereof, give written notice to the Administrative Agent of (a) the occurrence of any Default or Event of Default under the Credit Agreement or this Guaranty, (b) any event, development, or circumstance that has had or could reasonably be ex

Section 5.01 — Events of Default Each of the following events shall constitute an "Event of Default" under this Guaranty: (a) Cross-Default to Credit Agreement. The occurrence of any "Event of Default" (as defined in the Credit Agreement) under the Credit Agreement; (b) Breach of Representation or Warranty. Any representation or warranty made or deemed made by any Guarantor in this Guaranty, or in any certificate, do

Section 5.02 — Remedies upon Event of Default (a) Upon the occurrence and during the continuance of any Event of Default under this Guaranty, the Administrative Agent (acting at the direction of the Required Lenders, or automatically to the extent provided in the Credit Agreement with respect to certain insolvency-related Events of Default) may, by notice to the Guarantors, declare all or any portion of the Guarantee

Section 6.01 — Notices (a) All notices, requests, demands, consents, instructions, and other communications required or permitted to be given to or made upon any party hereto shall be in writing and shall be personally delivered, sent by nationally recognized overnight courier, sent by registered or certified mail (postage prepaid, return receipt requested), or sent by electronic mail (with confirmation of receipt),

Section 6.02 — Amendments and Waivers (a) No amendment, modification, supplement, or waiver of any provision of this Guaranty, and no consent to any departure by any Guarantor from the terms hereof, shall in any event be effective unless the same shall be in writing and shall be signed by the Administrative Agent (acting at the direction of the Required Lenders, or all Lenders to the extent required by the Credit Agr

Section 6.03 — Successors and Assigns (a) This Guaranty shall be binding upon each Guarantor and its successors, transferees, and assigns, and shall inure to the benefit of the Administrative Agent, the Lenders, the other Secured Parties, and their respective successors, transferees, and permitted assigns. (b) No Guarantor may assign, delegate, or otherwise transfer any of its rights or obligations under this Guarant

Section 6.04 — Governing Law This Guaranty and any claim, controversy, dispute, or cause of action (whether in contract, tort, or otherwise) based upon, arising out of, or relating to this Guaranty and the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the S

Section 6.05 — Jurisdiction; Service of Process (a) Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York, and of any state court of the State of New York sitting in the Borough of Manhattan, City and State of New York, and any appellate court from any thereof, in any action, s