GUARANTY AGREEMENT
dated as of [●], 2025
by and among
NORTHGATE TELECOMMUNICATIONS PLC a public limited company organized under the laws of England and Wales
and
NTP HOLDINGS USA, INC. a Delaware corporation
as Guarantors
in favor of
PINNACLE ATLANTIC BANK, N.A. a national banking association
as Administrative Agent for the Lenders
Prepared by: Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022
CONFIDENTIAL — DRAFT — FOR DISCUSSION PURPOSES ONLY
TABLE OF CONTENTS
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GUARANTY AGREEMENT
This GUARANTY AGREEMENT (this "Guaranty"), dated as of [●], 2025, is made and entered into by and among:
(1) NORTHGATE TELECOMMUNICATIONS PLC, a public limited company organized and existing under the laws of England and Wales (the "Parent Guarantor"), with its principal office located at 14 Broadwick Place, London W1F 8HN, United Kingdom;
(2) NTP HOLDINGS USA, INC., a corporation duly organized and existing under the laws of the State of Delaware and a wholly owned subsidiary of the Parent Guarantor (the "U.S. Holdco Guarantor," and together with the Parent Guarantor, each a "Guarantor" and collectively, the "Guarantors"); and
(3) PINNACLE ATLANTIC BANK, N.A., a national banking association, in its capacity as administrative agent for the Lenders (as defined herein) (in such capacity, the "Administrative Agent"), with its principal office located at 270 Park Place, Charlotte, NC 28202.
This Guaranty is entered into in connection with, and constitutes a "Loan Document" under, that certain Senior Secured Credit Agreement of even date herewith (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Cascadia Fiber Networks, Inc., a Delaware corporation (the "Borrower"), the Guarantors, the Administrative Agent, and the Lenders from time to time party thereto.
RECITALS
A. The Administrative Agent, the Lenders (consisting of Pinnacle Atlantic Bank, N.A., Commonwealth Trust Bank, Dralvecen National Bank, and Elkhorn Capital Markets, LLC), and the Borrower have entered into the Credit Agreement, pursuant to which the Lenders have agreed to provide a $500,000,000 senior secured credit facility to the Borrower, consisting of (i) a $300,000,000 term loan A facility (the "Term Loan A") and (ii) a $200,000,000 revolving credit facility (the "Revolving Credit Facility"), in each case with a five (5)-year maturity from the date of the initial funding thereunder.
B. The Borrower is Cascadia Fiber Networks, Inc., a corporation duly organized and existing under the laws of the State of Delaware (EIN: 45-6128937; Delaware File No.: 5197843), with its principal office located at 2750 NW Thurman Street, Suite 400, Portland, OR 97210. The Borrower became a wholly owned subsidiary of the Parent Guarantor pursuant to that certain Agreement and Plan of Merger, dated as of April 7, 2025 (the "Merger Agreement"), among the Parent Guarantor, NTP Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of U.S. Holdco Guarantor, and the Borrower, pursuant to which NTP Acquisition Sub, Inc. merged with and into the Borrower, with the Borrower surviving as the surviving corporation and a wholly owned subsidiary of U.S. Holdco Guarantor (the "Merger").
C. The Parent Guarantor is the indirect parent of the Borrower. The U.S. Holdco Guarantor is the direct parent of the Borrower and is the holder of 100% of the issued and outstanding equity interests in the Borrower. The Parent Guarantor directly owns 100% of the issued and outstanding equity interests in the U.S. Holdco Guarantor.
D. The Guarantors will derive substantial direct and indirect economic benefit from the extensions of credit to the Borrower under the Credit Agreement and the other Loan Documents. The execution and delivery of this Guaranty by each Guarantor is a condition precedent to the obligation of the Lenders to make loans and other extensions of credit to the Borrower under the Credit Agreement, and each Guarantor acknowledges that the Lenders would not have entered into the Credit Agreement or agreed to make any loans or other extensions of credit to the Borrower but for the execution and delivery of this Guaranty by the Guarantors.
E. In connection with the Credit Agreement and this Guaranty, (i) the Borrower has entered into that certain Security Agreement of even date herewith (the "Security Agreement") in favor of Pinnacle Atlantic Bank, N.A., as collateral agent, granting to the collateral agent, for the ratable benefit of the Secured Parties, a first-priority security interest in and lien on substantially all of the assets of the Borrower, and (ii) the U.S. Holdco Guarantor has entered into that certain Pledge Agreement of even date herewith (the "Pledge Agreement") in favor of Pinnacle Atlantic Bank, N.A., as collateral agent, pursuant to which the U.S. Holdco Guarantor has pledged 100% of the issued and outstanding equity interests in the Borrower held by the U.S. Holdco Guarantor as collateral for the Guaranteed Obligations.
F. The Lenders committed to provide the credit facility contemplated by the Credit Agreement pursuant to that certain Commitment Letter (Reference: PAB-CL-2025-03102), dated March 10, 2025, issued by Pinnacle Atlantic Bank, N.A. on behalf of the Lenders, as accepted by the Parent Guarantor and the Borrower, and subject to the terms and conditions set forth therein and in the Credit Agreement.
G. Capitalized terms used in this Guaranty and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Credit Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS
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 and existing under the laws of the State of Delaware.
"Business Day" has the meaning assigned to such term in the Credit Agreement.
"Credit Agreement" means the Senior Secured Credit Agreement dated as of [●], 2025, among the Borrower, the Guarantors, the Administrative Agent, and the Lenders from time to time party thereto, as the same may be amended, restated, amended and restated, supplemented, extended, renewed, refinanced, replaced, or otherwise modified from time to time in accordance with the terms thereof.
"Default" has the meaning assigned to such term in the Credit Agreement.
"Event of Default" has the meaning assigned to such term in the Credit Agreement; provided that, as used in Article V of this Guaranty, "Event of Default" shall also include any event described in Section 5.01 of this Guaranty.
"Guaranteed Obligations" means, collectively, all present and future obligations, liabilities, and indebtedness of the Borrower to the Administrative Agent, the Lenders, and the other Secured Parties under or in connection with the Credit Agreement and the other Loan Documents, whether direct or indirect, absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, including, without limitation: (a) all principal amounts outstanding under the Term Loan A (in an aggregate original principal amount of $300,000,000) and the Revolving Credit Facility (in an aggregate commitment amount of $200,000,000); (b) all accrued and unpaid interest thereon (at a rate equal to the Adjusted Term SOFR plus 225 basis points per annum, subject to leverage-based step-downs as set forth in the Credit Agreement, or at the default rate, as applicable); (c) all fees payable under the Credit Agreement, including, without limitation, the commitment fee on undrawn revolving commitments (at a rate of 37.5 basis points per annum), upfront fees, administrative agent fees, letter of credit fees, and any other fees; (d) all costs, expenses, and reimbursement obligations payable by the Borrower under the Credit Agreement or any other Loan Document; (e) all indemnification obligations of the Borrower under the Credit Agreement or any other Loan Document; (f) all obligations of the Borrower arising under any hedging arrangement entered into with a Lender or an affiliate of a Lender that is designated as a "Secured Hedge Obligation" under the Credit Agreement; (g) all obligations of the Borrower arising under any cash management arrangement with a Lender or an affiliate of a Lender that is designated as a "Secured Cash Management Obligation" under the Credit Agreement; and (h) any and all other amounts, of whatever kind or nature, payable by the Borrower to any Secured Party under the Credit Agreement or any other Loan Document, in each case whether or not allowed as a claim in any insolvency, bankruptcy, receivership, or similar proceeding, and including any interest, fees, costs, and expenses that accrue after the commencement of any such proceeding, whether or not such amounts are allowed as a claim therein.
"Guarantors" means, collectively, Northgate Telecommunications PLC and NTP Holdings USA, Inc., and their respective successors and assigns permitted under this Guaranty; and "Guarantor" means either one of them.
"Guaranty" means this Guaranty Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with Section 6.02.
"Lenders" means, collectively, (a) Pinnacle Atlantic Bank, N.A. (with an aggregate commitment amount of $200,000,000), (b) Commonwealth Trust Bank (with an aggregate commitment amount of $125,000,000), (c) Dralvecen National Bank (with an aggregate commitment amount of $100,000,000), and (d) Elkhorn Capital Markets, LLC (with an aggregate commitment amount of $75,000,000), and, in each case, their respective successors and assigns.
"Loan Documents" means, collectively, the Credit Agreement, this Guaranty, the Security Agreement, the Pledge Agreement, and all other documents, instruments, certificates, and agreements executed and delivered in connection with the Credit Agreement or any of the foregoing, in each case as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Material Adverse Effect" has the meaning assigned to such term in the Credit Agreement.
"Parent Guarantor" means Northgate Telecommunications PLC, a public limited company organized and existing under the laws of England and Wales.
"Person" has the meaning assigned to such term in the Credit Agreement.
"Proceeding" means any claim, litigation, investigation, action, suit, arbitration, or other judicial, administrative, or regulatory proceeding.
"Required Lenders" has the meaning assigned to such term in the Credit Agreement.
"Secured Parties" means, collectively, the Administrative Agent, the Lenders, and any other holders of Guaranteed Obligations from time to time.
"U.S. Holdco Guarantor" means NTP Holdings USA, Inc., a corporation duly organized and existing under the laws of the State of Delaware.
All other capitalized terms used in this Guaranty and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement, and such definitions are incorporated herein by this reference. In the event of any inconsistency between a definition set forth in this Section 1.01 and the definition of the same term in the Credit Agreement, the definition set forth in this Section 1.01 shall control for purposes of this Guaranty.
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 have the same meaning and effect as the word "shall." Unless the context requires otherwise, (i) 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, restated, supplemented, or otherwise modified (subject to any restrictions on such amendments, restatements, supplements, or modifications set forth herein or in the Credit Agreement), (ii) any reference herein to any Person shall be construed to include such Person's successors and assigns (subject to any restrictions on assignment set forth herein or in the Credit Agreement), (iii) the words "herein," "hereof," and "hereunder," and words of similar import, shall be construed to refer to this Guaranty in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections, Schedules, and Exhibits shall be construed to refer to Articles and Sections of, and Schedules and Exhibits to, this Guaranty, and (v) 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.
(b) The headings contained in this Guaranty are for convenience of reference only and shall not affect the meaning or interpretation of this Guaranty. References to Sections, Articles, Schedules, and Exhibits are, unless otherwise indicated, references to sections and articles of, and schedules and exhibits to, this Guaranty.
(c) This Guaranty shall be interpreted in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York.
(d) Whenever this Guaranty refers to the Credit Agreement or any other Loan Document, such reference shall be deemed to include all amendments, restatements, supplements, and other modifications thereto as of the date of the relevant reference unless otherwise expressly provided herein.
ARTICLE II — GUARANTY
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 Guarantor further agrees that, if any Guaranteed Obligation is not paid punctually when due, such Guarantor shall immediately upon demand pay the same to the Administrative Agent, for the ratable benefit of the Secured Parties, without any requirement that the Administrative Agent or any Lender first proceed against, make any claim against, or exhaust any remedy against the Borrower, any other guarantor, or any collateral securing any of the Guaranteed Obligations.
(b) This Guaranty is a guaranty of payment and not of collection. The obligations of each Guarantor hereunder are primary, absolute, and unconditional and are independent of the obligations of the Borrower and any other guarantor. The liability of each Guarantor under this Guaranty shall be joint and several with the liability of the other Guarantor. Without limiting the generality of the foregoing, the joint and several liability of the Parent Guarantor (Northgate Telecommunications PLC) and the U.S. Holdco Guarantor (NTP Holdings USA, Inc.) extends to the full amount of the Guaranteed Obligations, and the Administrative Agent and the Lenders may proceed against either or both Guarantors, in any order and to any extent, without being required to proceed against the other Guarantor, the Borrower, or any collateral.
(c) Without limiting the generality of subsection (a) above, the Guaranteed Obligations guaranteed hereunder include, without limitation, all amounts outstanding or payable under or in respect of (i) the $300,000,000 Term Loan A, (ii) the $200,000,000 Revolving Credit Facility, (iii) all accrued and unpaid interest on the foregoing (whether at the applicable non-default rate or the default rate), (iv) all fees, including, without limitation, the commitment fee of 37.5 basis points per annum payable on the daily average undrawn amount of the revolving commitments, (v) all costs, expenses, and reimbursement obligations, and (vi) all indemnification obligations of the Borrower under the Credit Agreement and the other Loan Documents.
(d) Without limiting the foregoing, the guaranty set forth in this Section 2.01 extends to all obligations of the Borrower that may arise from or relate to any breach of the financial covenants set forth in the Credit Agreement, including, without limitation, (i) the Total Net Leverage Ratio covenant (requiring a Total Net Leverage Ratio not to exceed 4.50 to 1.00, stepping down to 4.25 to 1.00 after the first anniversary of the Closing Date, to 4.00 to 1.00 after the second anniversary of the Closing Date, and to 3.75 to 1.00 after the third anniversary of the Closing Date and thereafter) and (ii) the Interest Coverage Ratio covenant (requiring an Interest Coverage Ratio of not less than 2.50 to 1.00 at all times), in each case as such financial covenants are more fully set forth in the Credit Agreement.
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 following:
(a) any amendment, modification, waiver, consent, supplement, extension, renewal, or other change to or of the Credit Agreement or any other Loan Document, including, without limitation, any change in the interest rate (including any change to or from the SOFR-based rate), the maturity date, the principal amount of the loans, the commitment amounts, or any other financial term thereof;
(b) any release, exchange, impairment, non-perfection, or other disposition of any collateral or any security interest therein, or any release or discharge of any other guarantor of any of the Guaranteed Obligations;
(c) any extension of time for payment or performance of, or any renewal or refinancing of, any of the Guaranteed Obligations, whether or not notice thereof is given to any Guarantor;
(d) any change in the corporate existence, structure, constitution, or ownership of the Borrower or any other Person liable for any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization, dissolution, liquidation, receivership, assignment for the benefit of creditors, or similar proceeding affecting the Borrower or any other such Person, or any of their respective assets, or any resulting release or discharge of any of the Guaranteed Obligations;
(e) the existence of any claim, set-off, defense, counterclaim, or other right that any Guarantor or the Borrower may have against the Administrative Agent, any Lender, or any other Person, whether in connection with this Guaranty, the Credit Agreement, the other Loan Documents, or any unrelated transactions;
(f) any invalidity, irregularity, or unenforceability, in whole or in part, of any Guaranteed Obligation or of any Loan Document;
(g) any deficiency in, or failure of, the consideration for this Guaranty or any of the other Loan Documents;
(h) any failure by the Administrative Agent or any Lender to assert any claim or demand or to enforce any right or remedy against the Borrower, any other guarantor, or any other Person under the provisions of the Credit Agreement, any other Loan Document, or otherwise;
(i) any defense available to the Borrower (other than the defense of indefeasible payment in full in cash of all Guaranteed Obligations and the termination of all commitments under the Credit Agreement);
(j) any action taken or omitted by the Administrative Agent or any Lender that is authorized under this Guaranty, the Credit Agreement, or any other Loan Document, or by applicable law;
(k) any statute of limitations affecting the liability of any Guarantor hereunder, the enforceability of any Guaranteed Obligation, or the enforcement of this Guaranty; or
(l) any other circumstance (including, without limitation, any act or omission of the Administrative Agent or any Lender, any lack of diligence, and any other circumstance that might otherwise constitute a legal or equitable discharge, release, or defense of a guarantor or surety, or that might otherwise limit recourse against such Guarantor) that might otherwise constitute a defense available to, or a discharge of, the Borrower, a guarantor, or a surety, other than the indefeasible payment in full in cash of all Guaranteed Obligations.
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 the terms thereof, and shall not be revoked or terminated by any Guarantor at any time prior thereto.
(b) If at any time any payment or distribution of any kind made by, or on behalf of, the Borrower or any Guarantor to or for the account of the Administrative Agent or any Lender with respect to any Guaranteed Obligation is rescinded, set aside, avoided, invalidated, or is otherwise required to be returned, refunded, restored, or repaid to the Borrower, any Guarantor, a trustee, receiver, custodian, or any other Person under any applicable bankruptcy, insolvency, reorganization, receivership, fraudulent conveyance, preference, or similar law, or upon or as a result of the appointment of a receiver, intervenor, or conservator of, or trustee or similar officer for, the Borrower or any Guarantor, or any substantial part of the property of the Borrower or any Guarantor, then the obligations of each Guarantor under this Guaranty with respect to such payment or distribution shall be reinstated and deemed to have continued in existence as if such payment or distribution had not been made, and each Guarantor shall be liable for the full amount thereof as if such payment or distribution had never been received, regardless of whether the Administrative Agent or any Lender relied upon such payment or distribution. The provisions of this Section 2.03(b) shall survive the termination of this Guaranty.
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 other Loan Document;
(c) presentment and demand for payment or performance of any of the Guaranteed Obligations;
(d) protest and notice of dishonor or nonpayment with respect to any of the Guaranteed Obligations;
(e) notice of any Default or Event of Default under the Credit Agreement or any other Loan Document (except to the extent expressly required to be provided to a Guarantor under this Guaranty or the Credit Agreement);
(f) all defenses based upon suretyship or impairment of collateral, including, without limitation, any defense based upon (i) any election by the Administrative Agent or any Lender to exercise any remedy available to it under the Credit Agreement, any other Loan Document, or applicable law, (ii) any loss, release, sale, exchange, impairment, deterioration, waste, or other disposition of, or failure to protect, preserve, or insure, any collateral, or (iii) any failure by the Administrative Agent or any Lender to perfect or maintain perfection of any security interest in any collateral;
(g) any right to require the Administrative Agent or any Lender to (i) proceed against the Borrower, any other guarantor, or any other Person, (ii) proceed against or exhaust any collateral, or (iii) pursue any other remedy in the Administrative Agent's or any Lender's power, before proceeding against such Guarantor under this Guaranty;
(h) any right of subrogation, reimbursement, exoneration, contribution, or indemnification, whether against the Borrower, any other guarantor, or any other Person, and whether arising by contract, operation of law, or otherwise, to the extent and as further set forth in Section 2.06 hereof;
(i) diligence in collection or protection of, or realization upon, any collateral or any of the Guaranteed Obligations;
(j) any defense arising by reason of any disability or other defense of the Borrower, or by reason of the cessation of the liability of the Borrower from any cause whatsoever (other than the indefeasible payment in full in cash of all Guaranteed Obligations);
(k) any defense based upon any act or omission of the Administrative Agent or any Lender that directly or indirectly results in or aids the release or discharge of the Borrower or any security for any of the Guaranteed Obligations by operation of law or otherwise; and
(l) the benefit of any statute of limitations affecting the liability of such Guarantor hereunder or the enforcement of this Guaranty.
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 conditioned upon the genuineness, validity, regularity, or enforceability of any of the Guaranteed Obligations or any instrument or agreement evidencing all or any part of the Guaranteed Obligations, or upon the existence, validity, enforceability, perfection, or extent of any collateral securing all or any part of the Guaranteed Obligations. The rights and remedies of the Administrative Agent and the Lenders under this Guaranty are cumulative and not exclusive of any other rights or remedies that the Administrative Agent and the Lenders may have under the Credit Agreement, the other Loan Documents, at law, in equity, or otherwise.
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 Agent or any Lender for the payment of the Guaranteed Obligations, and no Guarantor shall seek or be entitled to seek any reimbursement, contribution, or indemnification from the Borrower or any other guarantor in respect of payments made by such Guarantor hereunder, in each case until all Guaranteed Obligations shall have been indefeasibly paid in full in cash, all letters of credit issued under the Credit Agreement shall have expired or been terminated (or cash collateralized or backstopped to the satisfaction of the issuing bank), and all commitments under the Credit Agreement shall have been irrevocably terminated.
(b) If, notwithstanding the foregoing, any amount shall be paid to any Guarantor on account of subrogation, reimbursement, contribution, or indemnification rights at any time when all Guaranteed Obligations have not been indefeasibly paid in full in cash, such amount shall be held by such Guarantor in trust for the benefit of the Administrative Agent and the Lenders and shall be promptly paid to the Administrative Agent for application to the payment of the Guaranteed Obligations then remaining unpaid, in such order as the Administrative Agent shall determine in accordance with the Credit Agreement.
(c) Upon the indefeasible payment in full in cash of all Guaranteed Obligations and the irrevocable termination of all commitments under the Credit Agreement, each Guarantor shall be subrogated to the rights of the Administrative Agent and the Lenders against the Borrower and any other guarantor to the extent of payments actually made by such Guarantor under this Guaranty, and the Administrative Agent shall, at the request and sole expense of such Guarantor, take such actions as may be reasonably necessary to give effect to such subrogation rights.
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 Obligations. During the continuance of any Event of Default under the Credit Agreement or this Guaranty, each Guarantor agrees not to accept, demand, collect, receive, or enforce any payment on account of any Subordinated Intercompany Debt without the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders).
(b) Each Guarantor agrees that, during the continuance of any Event of Default, it will hold any payment received on account of any Subordinated Intercompany Debt in trust for the benefit of the Administrative Agent and the Lenders and will promptly remit such payment to the Administrative Agent for application to the Guaranteed Obligations in accordance with the Credit Agreement. If any Guarantor shall fail to remit any such payment to the Administrative Agent, the Administrative Agent shall have the right to apply such payment in reduction of the Guaranteed Obligations in such order and manner as the Administrative Agent shall determine in its sole discretion.
(c) The provisions of this Section 2.07 are intended solely for the benefit of the Administrative Agent, the Lenders, and the other Secured Parties, and no other Person (including, without limitation, the Borrower) shall have any rights or benefits hereunder.
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, all such Guaranteed Obligations shall nonetheless be payable by each Guarantor hereunder forthwith on demand by the Administrative Agent, and each Guarantor shall pay all such amounts as if such acceleration had occurred and had not been stayed, enjoined, or otherwise prevented. Each Guarantor acknowledges and agrees that the foregoing obligation constitutes an independent obligation of each Guarantor and is not contingent upon or subject to any stay, injunction, or other restriction applicable to the Borrower.
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 true and correct as of such earlier date), as follows:
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 Exchange under the ticker symbol "NTPL." The Parent Guarantor maintains its principal executive offices at 14 Broadwick Place, London W1F 8HN, United Kingdom.
(b) The U.S. Holdco Guarantor is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The U.S. Holdco Guarantor is qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect.
(c) Each Guarantor has all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted.
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 authority) and, to the extent required, its shareholders.
(b) This Guaranty has been duly executed and delivered by each Guarantor and constitutes the legal, valid, and binding obligation of each Guarantor, enforceable against each Guarantor in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws of general applicability affecting the enforcement of creditors' rights generally, (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law), and (iii) the qualification that certain remedial provisions of this Guaranty may be limited by applicable law, although such limitations do not, in the opinion of counsel to the Guarantors, render such provisions unenforceable as a whole.
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 Guarantor;
(b) violate any applicable law, statute, rule, regulation, order, judgment, injunction, decree, or award of any governmental authority applicable to such Guarantor or any of its properties or assets;
(c) result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or give rise to any right of termination, cancellation, acceleration, or loss of rights under, any material agreement, indenture, mortgage, deed of trust, license, lease, or other instrument or obligation to which such Guarantor is a party or by which it or any of its properties or assets may be bound; or
(d) result in the creation or imposition of any lien, charge, encumbrance, security interest, or other adverse claim (other than liens permitted under the Credit Agreement) upon any of the properties, assets, or revenues of such Guarantor.
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 in full force and effect as of the date hereof, and (b) those the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, each Guarantor confirms that the following regulatory approvals required in connection with the Merger and the related financing transactions have been duly obtained and remain in full force and effect: (i) clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (ii) approval of the Federal Communications Commission; (iii) approvals of the state public utility commissions in the States of Oregon, Washington, Idaho, and Nevada, as applicable; and (iv) clearance by the Committee on Foreign Investment in the United States (CFIUS).
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 approximately £6,100,000,000 (approximately $7,700,000,000). The audited consolidated financial statements of the Parent Guarantor for such fiscal year, copies of which have been delivered to the Administrative Agent, have been prepared in accordance with International Financial Reporting Standards as adopted by the United Kingdom and present fairly, in all material respects, the consolidated financial position of the Parent Guarantor and its subsidiaries as of the date thereof and the consolidated results of their operations and cash flows for the period then ended.
(b) As of the date hereof, each Guarantor is, and after giving effect to this Guaranty and the transactions contemplated by the Credit Agreement (including the Merger and the cash equity contribution of $250,000,000 by the Parent Guarantor from its own funds), each Guarantor will be, Solvent. For purposes of this Section 3.05(b), "Solvent" means, with respect to any Person, that as of the date of determination, (i) the fair saleable value of the assets of such Person exceeds the total amount of its liabilities (including contingent and unliquidated liabilities), (ii) such Person is able to pay its debts and obligations as they become due in the ordinary course of business, and (iii) such Person does not have unreasonably small capital for the conduct of its business.
(c) Each Guarantor has independently and without reliance upon the Administrative Agent or any Lender, and based upon such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Guaranty, and each Guarantor has established adequate means of obtaining from the Borrower, on a continuing basis, information pertaining to the financial condition, business, and operations of the Borrower.
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 this Guaranty or the ability of any Guarantor to perform its obligations hereunder.
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 Adverse Effect on the business, operations, property, condition (financial or otherwise), or prospects of the Parent Guarantor and its subsidiaries, taken as a whole.
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, beneficially and of record, 100% of the issued and outstanding equity interests (consisting of all issued and outstanding shares of common stock) of the Borrower (Cascadia Fiber Networks, Inc.), free and clear of all liens and encumbrances (other than the pledge thereof to the collateral agent pursuant to the Pledge Agreement and other permitted liens). Such equity interests were acquired by the U.S. Holdco Guarantor pursuant to and in accordance with the Merger Agreement.
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) the U.S. Holdco Guarantor shall maintain its status as a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.
(b) Notwithstanding the foregoing, any Guarantor may consummate any merger, consolidation, amalgamation, or dissolution permitted under, and in compliance with, the terms and conditions of the Credit Agreement.
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 Adverse Effect.
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 validity, applicability, or amount thereof is being contested in good faith by appropriate proceedings diligently pursued, (b) adequate reserves therefor have been established in accordance with generally accepted accounting principles (or, in the case of the Parent Guarantor, International Financial Reporting Standards, as applicable), and (c) such contest does not involve any material risk of the sale, forfeiture, or loss of any material asset or any material lien on any material asset of such Guarantor.
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, except to the extent expressly permitted under the Credit Agreement.
(b) The Parent Guarantor shall at all times maintain, directly, ownership of 100% of the issued and outstanding equity interests in the U.S. Holdco Guarantor, free and clear of all liens and encumbrances (other than permitted liens), and shall not sell, transfer, assign, or otherwise dispose of any such equity interests, except to the extent expressly permitted under the Credit Agreement.
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 London Stock Exchange, the New York Stock Exchange, the U.K. Financial Conduct Authority, or the U.S. Securities and Exchange Commission.
(b) Without limiting the generality of the foregoing, the reporting obligations of the Guarantors set forth in the Credit Agreement (including the obligation to deliver annual audited financial statements, quarterly unaudited financial statements, compliance certificates, and such other reports as may be required thereunder) are incorporated herein by reference and shall be deemed covenants of the Guarantors under this Guaranty.
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 the rights, interests, and remedies created, or intended to be created, in favor of the Administrative Agent and the Lenders hereunder, including, without limitation, the execution of any additional guaranty, security agreement, pledge agreement, or other document reasonably requested by the Administrative Agent.
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 expected to have a Material Adverse Effect, and (c) any event or circumstance that would constitute a breach of any representation, warranty, or covenant of such Guarantor contained in this Guaranty. Each such notice shall describe in reasonable detail the nature of the event or circumstance, the actions that the applicable Guarantor has taken or proposes to take with respect thereto, and, if applicable, any applicable cure period.
ARTICLE V — EVENTS OF DEFAULT
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, document, financial statement, or other writing furnished by or on behalf of any Guarantor in connection herewith, shall prove to have been incorrect in any material respect when made or deemed made; provided, however, that if any such representation or warranty is qualified by materiality or Material Adverse Effect, such representation or warranty shall prove to have been incorrect in any respect when made or deemed made;
(c) Failure to Perform Covenants. Any Guarantor shall fail to observe or perform any covenant, agreement, or obligation contained in this Guaranty (other than any covenant or obligation with respect to which a separate Event of Default is specifically provided in this Section 5.01); provided, however, that, with respect to any such failure that is capable of being cured (other than a failure to perform under Sections 4.01 or 4.04, which shall not be subject to a cure period), such failure shall not constitute an Event of Default unless such failure shall remain uncured for a period of thirty (30) days after the earlier of (i) written notice thereof from the Administrative Agent to the Guarantors and (ii) the date on which any responsible officer of any Guarantor becomes aware of such failure;
(d) Insolvency Events. (i) Any Guarantor shall commence a voluntary case or proceeding under any applicable bankruptcy, insolvency, reorganization, moratorium, receivership, liquidation, administration, or similar law (including, in the case of the Parent Guarantor, Part 26 or Part 26A of the Companies Act 2006 (as applicable), the Insolvency Act 1986, or any analogous legislation), or shall consent to the entry of an order for relief against it in an involuntary case under any such law, or shall consent to the appointment of a receiver, trustee, administrator, liquidator, assignee, custodian, sequestrator, or similar official of it or of all or any substantial part of its property, or shall make any general assignment for the benefit of its creditors; or (ii) an involuntary case or proceeding shall be commenced against any Guarantor under any applicable bankruptcy, insolvency, reorganization, moratorium, or similar law and such case or proceeding shall not be dismissed or stayed within sixty (60) days after the commencement thereof, or a court of competent jurisdiction shall enter an order or decree appointing a receiver, trustee, administrator, liquidator, or similar official of any Guarantor or of all or any substantial part of its property, and such order or decree shall not be vacated, discharged, or stayed within sixty (60) days;
(e) Invalidity of Guaranty. This Guaranty shall at any time cease to be in full force and effect (other than as a result of the termination thereof in accordance with Section 6.11), or any Guarantor shall contest, dispute, or challenge the validity or enforceability of this Guaranty or any provision hereof, or any Guarantor shall deny that it has any further liability or obligation under this Guaranty, or shall give notice to such effect; or
(f) Ownership. Any Guarantor shall cease to own, directly or indirectly, 100% of the issued and outstanding equity interests in the Borrower, except to the extent such cessation is expressly permitted under the Credit Agreement.
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 Guaranteed Obligations to be immediately due and payable by the Guarantors, whereupon such Guaranteed Obligations shall become immediately due and payable by the Guarantors without further notice, demand, presentment, protest, or other formality of any kind, all of which are hereby expressly waived by each Guarantor.
(b) All rights and remedies of the Administrative Agent and the Lenders under this Guaranty, the Credit Agreement, the Security Agreement, the Pledge Agreement, the other Loan Documents, and applicable law are cumulative and may be exercised singly, concurrently, or successively. No failure or delay by the Administrative Agent or any Lender in exercising any right, remedy, or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, or power preclude any other or further exercise thereof or the exercise of any other right, remedy, or power.
ARTICLE VI — MISCELLANEOUS
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), in each case addressed as follows:
If to the Parent Guarantor:
Northgate Telecommunications PLC 14 Broadwick Place London W1F 8HN United Kingdom
Attention: Philippa Ashworth, General Counsel
Email: p.ashworth@northgatetelecom.co.uk
with a copy (which shall not constitute notice) to:
Northgate Telecommunications PLC 14 Broadwick Place London W1F 8HN United Kingdom
Attention: Liam Sutherland, VP Corporate Development
Email: l.sutherland@northgatetelecom.co.uk
If to the U.S. Holdco Guarantor:
NTP Holdings USA, Inc. c/o Corporation Trust Associates 1209 Orange Street Wilmington, DE 19801
Attention: Liam Sutherland, President
Email: l.sutherland@ntpholdings.com
(or such other address as the U.S. Holdco Guarantor may from time to time designate in writing to the Administrative Agent)
If to the Administrative Agent:
Pinnacle Atlantic Bank, N.A. 270 Park Place Charlotte, NC 28202
Attention: Richard Dormer, Managing Director, Leveraged Finance
Email: richard.dormer@pinnacleatlantic.com
With copies (which shall not constitute notice) to Acquirer's Counsel:
Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022
Attention: Oliver Mackenzie
Email: omackenzie@calderwoodharkness.com
With copies (which shall not constitute notice) to Lender's Counsel:
Hargreaves & Liddell LLP One Liberty Plaza, 48th Floor New York, NY 10006
Attention: Victoria Penn
Email: vpenn@hargreavesliddell.com
(b) Any such notice or communication shall be deemed to have been given and to be effective (i) upon receipt, if delivered personally or by overnight courier, (ii) three (3) Business Days after deposit in the mail, if sent by registered or certified mail, or (iii) upon confirmation of receipt by the recipient, if sent by electronic mail; provided that electronic mail shall not be effective for purposes of service of process, which shall be governed by Section 6.05.
(c) Any party hereto may change its address, email address, or other contact information for notices by giving written notice of such change to the other parties hereto in accordance with this Section 6.01.
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 Agreement) and the Guarantors. Any such amendment, modification, supplement, waiver, or consent shall be effective only in the specific instance and for the specific purpose for which it was given.
(b) No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, remedy, or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, or power preclude any other or further exercise thereof or the exercise of any other right, remedy, or power. No waiver of any provision of this Guaranty shall be deemed to be or shall constitute a continuing waiver unless otherwise expressly provided therein, and no waiver of any Default or Event of Default shall be deemed to be a waiver of any subsequent Default or Event of Default.
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 Guaranty without the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders), and any purported assignment, delegation, or transfer in violation of this subsection shall be null and void.