Altice France Holding - Form of Irrevocable Undertaking

Altice Framework Agreement (Holdco) dated 25 February 2025 (the “Framework Agreement”)

1.              We refer to the Framework Agreement. This is an Irrevocable Undertaking. Terms defined in the Framework Agreement have the same meaning in this Irrevocable Undertaking.

2.              We hereby confirm, warrant and represent that:

(a)            we are unable to provide a consent in respect of any consent request that may be issued in respect of the Transaction; or

(b)           vote in favour of a proposal in connection with any Restructuring Proceedings.

3.              In connection with the implementation of the Transaction on the terms and subject to the conditions set out in this Agreement, we hereby irrevocably and unconditionally undertake to:

(a)            abstain from any vote in respect of any consent request issued in respect of the Transaction;

(b)           abstain from any vote with respect to any Restructuring Proceeding; and

(c)            not Transfer our Non-Voting Debt (or any part of it) up to and including the time at which the Framework Agreement terminates or is terminated in accordance with clause 6 (Termination) therein.

4.              We agree that:

(a)            we will promptly and in any event within three (3) Business Days of a request notify the Parent and its Advisors of:

(i)             any increase or decrease in the amount of our Non-Voting Debt; and

(ii)           if requested, the amount of our Non-Voting Debt;

(b)           we will not sell, transfer assign, novate or sub-participate (where voting rights transfer to the sub-participant), sub-contract, declare or create any trust of any of our rights, legal and/or beneficial title, interest or benefits in respect of the Non-Voting Debt to, or in favour of, any person unless such person delivers a duly completed and executed Creditor Accession Letter or Irrevocable Undertaking;

(c)            we will adhere to the terms of clause 4 (Forbearances and Waiver) of the Framework Agreement; and

(d)           the decision of the Calculation Agent in relation to any calculations that may be required shall be final (in the absence of manifest error) and may not be disputed and we hereby unconditionally and irrevocably waive and release any claims which may arise against the Calculation Agent (save in the case of wilful misconduct, fraud or gross negligence) in each case in relation to the Calculation Agent’s performance of its roles in connection with the Framework Agreement.

6.              Our contact details are as follows:

7.              This Irrevocable Undertaking shall automatically terminate on the earliest to occur of:

(a)            the date on which we cease to be an Abstaining Creditor in accordance with the Framework Agreement; and

(b)           the time at which the Framework Agreement terminates or is terminated in accordance with clause 6 (Termination) therein.

8.              Clause 26 (Governing Law and Enforcement) of the Framework Agreement shall apply mutatis mutandis to this Irrevocable Undertaking.

9.              This Irrevocable Undertaking has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.