Digicel Limited (to be renamed Digicel Group Two Limited)
Digicel Group Two Limited (to be renamed Digicel Group One Limited)

Eligibility Letter

Digicel Limited (to be renamed Digicel Group Two Limited) Digicel Group Two Limited (to be renamed Digicel Group One Limited) [logo]

To:
Digicel Limited (to be renamed Digicel Group Two Limited)
Digicel Group Two Limited (to be renamed Digicel Group One Limited)
c/o Global Bondholder Services Corporation
65 Broadway, Suite 404
New York, NY 10006
Facsimile: 212-624-0294
To Confirm Banks and Brokers Call: (212) 925-1630
To Confirm All Others Call Toll-Free: (866) 470-3800
Email: info@gbsc-usa.com
Attention: Corporate Actions

Ladies and Gentlemen:

           The undersigned acknowledges receipt from Digicel Limited (to be renamed Digicel Group Two Limited) and Digicel Group Two Limited (to be renamed Digicel Group One Limited), subsidiaries of DGL3 (the “DGL Subsidiaries”), of their letter dated August 31, 2018 (the “Letter”).

           The undersigned hereby represents and warrants to the DGL Subsidiaries as follows:

           (1)       it is the beneficial owner, or is acting on behalf of a beneficial owner, of DGL3’s 8.250% Notes due 2020 (the “Existing 2020 Notes”) and/or DGL3’s 7.125% Notes due 2022 (the “Existing 2022 Notes” and, together with the Existing 2020 Notes, the “Existing DGL3 Notes”), in the amounts set forth below; and

           (2)       it is, or in the event that the undersigned is acting on behalf of a beneficial owner of Existing DGL3 Notes, the undersigned has received a written certification from such beneficial owner (dated as of a specific date on or since the close of such beneficial owner’s most recent fiscal year) to the effect that such beneficial owner is (as indicated with a checkmark):

a “Qualified Institutional Buyer”, as defined in the Letter, that is acting for either its own account or accounts of other Qualified Institutional Buyers as to which it exercises sole investment discretion and has the authority to make the statements in this letter; or

not a “U.S. person” as defined in the Letter.

           The undersigned understands that it is providing the information contained herein solely for purposes of enabling the DGL Subsidiaries to consider undertaking a transaction with respect to the Existing DGL3 Notes. This letter neither is an offer with respect to the Existing DGL3 Notes nor creates any obligations whatsoever on the part of the DGL Subsidiaries to make any offer or the undersigned to participate if an offer is made.

           The undersigned agrees that it (1) will not copy or reproduce any part of any materials (except as permitted therein) received in connection with any transaction the DGL Subsidiaries may undertake, (2) will not distribute or disclose any part of such materials or any of their contents (except as permitted therein) to anyone other than, if applicable, the aforementioned beneficial owners on whose behalf the undersigned is acting and (3) will promptly notify the DGL Subsidiaries if any of the representations it makes in this letter cease to be correct.

                                                                                                    Very truly yours

Existing Notes CUSIP/ISIN Insert Principal Amount of Existing Notes Owned
8.250% Notes due 2020 25380WAE6
8.250% Notes due 2020 G27631AD5
7.125% Notes due 2022 25380WAF3
7.125% Notes due 2022 G27631AF0

 

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