Common use of Prepayment Notices Clause in Contracts

Prepayment Notices. Irrevocable prepayment notices in respect of the Facilities made available to the Borrowers under Clause 2.1(a) and (b) of the Facilities Agreement. To: Deutsche Bank AG, London Branch as Facility Agent We refer to the facilities agreement dated 16 March 2010 (as from time to time amended, varied, novated or supplemented, the “Facilities Agreement”) and made between, inter alia, Virgin Media Inc. as Ultimate Parent, Virgin Media Finance PLC as Parent, Virgin Media Investment Holdings Limited, Virgin Media Limited, Virgin Media Wholesale Limited, VMIH Sub Limited and Virgin Media SFA Finance Limited as Original Borrowers, BNP Paribas London Branch and Deutsche Bank AG, London Branch as Global Coordinators and Physical Bookrunners, BNP Paribas London Branch, Deutsche Bank AG, London Branch, Crédit Agricole Corporate and Investment Bank, GE Corporate Finance Bank SAS, ▇▇▇▇▇▇▇ Sachs International, ▇.▇. ▇▇▇▇▇▇ PLC, Lloyds TSB Corporate Markets, ▇▇▇▇▇▇▇ ▇▇▇▇▇ International, The Royal Bank of Scotland plc and UBS Limited as Bookrunners and Mandated Lead Arrangers, Deutsche Bank AG, London Branch as Facility Agent, Deutsche Bank AG, London Branch as Security Trustee and the financial and other institutions named in it as Lenders. Terms defined in the Facilities Agreement shall have the same meanings in this Certificate. I, [name], a Director of [name of Obligor] of [address] (the “Company”) CERTIFY without personal liability, that: (a) [attached to this Certificate marked “A” are true, correct, complete and up-to-date copies of all documents which contain or establish or relate to the constitution of the Company/;] / [the Company has not amended any of its constitutional documents in a manner which could be reasonably expected to be materially adverse to the interests of the Lenders since the date such documents were last delivered to the Facility Agent]; (b) attached to this Certificate marked [“A”/“B”] is a true, correct and complete copy of [resolutions duly passed] at a meeting of the Board of Directors duly convened and held on [·] or the equivalent thereof passed as a written resolution of the Company approving the Relevant Finance Documents to which the Company is a party and authorising their execution, signature, delivery and performance and such resolutions have not been amended, modified or revoked and are in full force and effect; and (c) the incurrence of the indebtedness under the Additional Facility by the Company will not breach any borrowing, guaranteeing or other indebtedness limit to which the Company is subject (d) the following signatures are the true signatures of the persons who have been authorised to sign any necessary documents on behalf of the Company and to give notices and communications (including Utilisation Requests), under or in connection with the Relevant Finance Documents on behalf of the Company. [·] [·] [·]

Prepayment Notices. Irrevocable prepayment and cancellation notices in respect of the Facilities “Revolving Facility” made available to the Borrowers under Clause 2.1(a) and (b2.1(c) of the Facilities Agreement. To: Deutsche Bank AG, London Branch as Facility Agent We refer to the facilities agreement dated 16 March 2010 (as from time to time amended, varied, novated or supplemented, the “Facilities Agreement”) and made between, inter alia, Virgin Media Inc. as Ultimate Parent, Virgin Media Finance PLC as Parent, Virgin Media Investment Holdings Limited, Virgin Media Limited, Virgin Media Wholesale Limited, VMIH Sub Limited and Virgin Media SFA Finance Limited as Original Borrowers, BNP Paribas London Branch and Deutsche Bank AG, London Branch as Global Coordinators and Physical Bookrunners, BNP Paribas London Branch, Deutsche Bank AG, London Branch, Crédit Agricole Corporate and Investment Bank, GE Corporate Finance Bank SAS, ▇▇▇▇▇▇▇ Sachs International, ▇.▇. ▇▇▇▇▇▇ PLC, Lloyds TSB Corporate Markets, ▇▇▇▇▇▇▇ ▇▇▇▇▇ International, The Royal Bank of Scotland plc and UBS Limited as Bookrunners and Mandated Lead Arrangers, Deutsche Bank AG, London Branch as Facility Agent, Deutsche Bank AG, London Branch as Security Trustee and the financial and other institutions named in it as Lenders. Terms defined in the Facilities Agreement shall have the same meanings in this Certificate. I, [name], a Director of [name of Obligor] of [address] (the “Company”) CERTIFY without personal liability, that: (a) [attached to this Certificate marked “A” are true, correct, complete and up-to-date copies of all documents which contain or establish or relate to the constitution of the Company/;] / [the Company has not amended any of its constitutional documents in a manner which could be reasonably expected to be materially adverse to the interests of the Lenders since the date such documents were last delivered to the Facility Agent]; (b) attached to this Certificate marked [“A”/“B”] is a true, correct and complete copy of [resolutions duly passed] at a meeting of the Board of Directors duly convened and held on [·] or the equivalent thereof passed as a written resolution of the Company approving the Relevant Finance Documents to which the Company is a party and authorising their execution, signature, delivery and performance and such resolutions have not been amended, modified or revoked and are in full force and effect; and (c) the incurrence of the indebtedness under the Additional Facility by the Company will not breach any borrowing, guaranteeing or other indebtedness limit to which the Company is subject (d) the following signatures are the true signatures of the persons who have been authorised to sign any necessary documents on behalf of the Company and to give notices and communications (including Utilisation Requests), under or in connection with the Relevant Finance Documents on behalf of the Company. [·] [·] [·]