Exhibits
8-K
from 8-K 7 pages 8-K
07/21/23
EX-4.1
from 8-K 17 pages Amendment and Restatement Agreement Dated 17 July 2023 Relating to a Loan Note Facility Agreement Originally Dated 9 March 2023 (As Amended and Restated on 10 May 2023 and as Further Amended on 16 June 2023) Between, Among Others, Babylon Holdings Limited as the Issuer and Kroll Trustee Services Limited as Trustee Between (Amongst Others) Babylon Holdings Limited (As the Issuer) Babylon Group Holdings Limited (As Issuer 2) and Kroll Trustee Services Limited Acting as Trustee and Security Agent Kirkland & Ellis International Llp 30 St. Mary Axe London Ec3a 8af Tel: +44 (0)20 7469 2000 Fax: +44 (0)20 7469 2001 WWW.KIRKLAND.com
07/21/23
EX-4.2
from 8-K 135 pages Dated 9 March 2023 (As Amended and Restated by the Amendment and Restatement Agreement Dated 10 May 2023, as Amended by the Amendment Letter Dated 16 June 2023 and as Further Amended and Restated by the Amendment and Restatement Agreement Dated 17 July 2023) Agreement Relating to US$80,500,000 Loan Note Facility for Babylon Holdings Limited and Babylon Group Holdings Limited With Kroll Trustee Services Limited as Trustee and Kroll Trustee Services Limited as Security Agent Kirkland & Ellis International Llp 30 St. Mary Axe London Ec3a 8af Tel: +44 (0)20 7469 2000 Fax: +44 (0)20 7469 2001 WWW.KIRKLAND.com
07/21/23
EX-4.3
from 8-K 19 pages Dated 17 July 2023
07/21/23
EX-4.4
from 8-K 14 pages This Supplemental Deed Poll Is Made on 17 July 2023 by Babylon Holdings Limited (The “Issuer”) and Babylon Group Holdings Limited (“Babylon Group Holdings”) in Favour of the Registered Holders of the US$300,000,000 Notes Due 2026 (The “Notes”, Which Expression Shall, Unless the Context Otherwise Requires, Include Any Further Notes Issued Pursuant to Condition 19 and Forming a Single Series With the Notes) and Constituted by a Deed Poll Dated 4 November 2021 (As Previously Supplemented and Amended by a Supplemental Deed Poll on 31 March 2022, as Further Supplemented and Amended by a Supplemental Deed Poll Dated 15 March 2023 and as Further Supplemented and Amended by a Supplemental Deed Poll Dated 11 May 2023) Entered Into by the Issuer (The “Principal Deed Poll”). the Principal Deed Poll as Further Supplemented and Amended by This Supplemental Deed Poll (This “Supplemental Deed Poll”) Shall Together Be Referred to as the “Deed Poll”. Whereas: (A)the Various Amendments to the Conditions (As Defined Below) Were Approved by Holders. (B) the Notes Shall Have the Terms and Conditions (The “Conditions”) Set Out in the Principal Deed Poll. (C)in Connection With the Various Amendments to the Principal Deed Poll, the Obligors Agree to Grant the Guarantees and Indemnities Set Out in Condition 2 (Guarantee and Indemnity) of the Terms and Conditions of the Notes. Now This Deed Witnesses as Follows: 1. Definitions and Interpretation 1.1capitalised Terms Used but Not Defined in This Supplemental Deed Poll Shall Have the Same Meanings Given to Them in the Conditions, Unless Otherwise Defined Herein. 1.2in This Supplemental Deed Poll: “Effective Date” Means the Date of This Supplemental Deed Poll; and “Obligor” Means Each of the Issuer and Babylon Group Holdings. 2. Modifications to the Principal Deed Poll
07/21/23
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