CREDIT AGREEMENT Dated as of May 16, 2016 among LGE CORAL HOLDCO LIMITED, as Finco, SABLE INTERNATIONAL FINANCE LIMITED and CORAL-US CO-BORROWER LLC, as the Initial Borrowers (upon execution of the Initial Joinder Agreement (as defined herein)), THE...Credit Agreement • May 20th, 2016 • Liberty Global PLC • Cable & other pay television services • New York
This CREDIT AGREEMENT is entered into as of May 16, 2016, among LGE CORAL HOLDCO LIMITED, a private limited company incorporated in England and Wales (“Finco”), the Borrowers and the Guarantors party hereto from time to time, THE BANK OF NOVA SCOTIA, as Administrative Agent, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and THE BANK OF NOVA SCOTIA, as L/C Issuer and Swing Line Lender, and FirstCaribbean International Bank (Bahamas) Limited, BNP Paribas Fortis SA/NV, and Royal Bank of Canada, as Alternative L/C Issuers.
LIBERTY GLOBAL (Effective June 14, 2023) RESTRICTED SHARE UNITS AGREEMENTRestricted Share Units Agreement • July 24th, 2023 • Liberty Global PLC • Cable & other pay television services • Colorado
THIS RESTRICTED SHARE UNITS AGREEMENT (this “Agreement”) is made as of _____________, 20__ (the “Grant Date”), by and between LIBERTY GLOBAL PLC, a public limited company incorporated under English law (the “Company”), and the individual whose name, address, and director number appear on the signature page hereto (the “Grantee”).
PERFORMANCE SHARE UNITS AGREEMENTPerformance Share Units Agreement • August 8th, 2019 • Liberty Global PLC • Cable & other pay television services • Colorado
THIS PERFORMANCE SHARE UNITS AGREEMENT (“Agreement”) is made as of April 1, 2019, by and between LIBERTY GLOBAL PLC, a public limited company incorporated under the laws of England and Wales (the “Company”), and the individual whose name, address, and employee number appear on the signature page hereto (the “Grantee”).
LIBERTY GLOBAL (Effective June 14, 2023) SHARE APPRECIATION RIGHTS AGREEMENTShare Appreciation Rights Agreement • July 24th, 2023 • Liberty Global PLC • Cable & other pay television services • Colorado
THIS SHARE APPRECIATION RIGHTS AGREEMENT (this “Agreement”) is made as of ____________ ___, 20__ (the “Grant Date”), by and between LIBERTY GLOBAL PLC, a public limited company incorporated under the laws of England and Wales (the “Company”), and the individual whose name, address and employee number appear on the signature page hereto (the “Grantee”).
SABLE INTERNATIONAL FINANCE LIMITED, as Issuer Guarantors Party hereto DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Principal Paying Agent, Registrar and Transfer Agent and DEUTSCHE BANK LUXEMBOURG, S.A., as Luxembourg Paying Agent and...Supplemental Indenture • May 20th, 2016 • Liberty Global PLC • Cable & other pay television services • New York
INDENTURE dated as of August 5, 2015 (this “Indenture”), among Cable & Wireless Communications Plc (“Parent”), Sable International Finance Limited (the “Issuer”), and certain of Parent’s direct and indirect Subsidiaries (as defined below), each named in the signature pages hereto (each, a “Subsidiary Guarantor” and, together with Parent, collectively, the “Guarantors”), DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (the “Trustee,” “Principal Paying Agent,” “Registrar” and “Transfer Agent”) and DEUTSCHE BANK LUXEMBOURG S.A. (the “Luxembourg Paying Agent” (and together with the Principal Paying Agent, the “Paying Agents”) and “(Regulation S) Transfer Agent” (and together with the Transfer Agent, the “Transfer Agents”)).
TELENET ADDITIONAL FACILITY AI2 ACCESSION AGREEMENT TERM LOAN AI2 FACILITYAccession Agreement • May 19th, 2017 • Liberty Global PLC • Cable & other pay television services • Luxembourg
From: The persons listed in Schedule 1 to this Telenet Additional Facility AI2 Accession Agreement (the Telenet Additional Facility AI2 Lenders, such defined term to include any lender which becomes a New Lender in respect of the Term Loan AI2 Facility, by the execution by the Facility Agent of a Transfer Certificate substantially in the form of Schedule 3 (Transfer Certificate - Cash) to this Telenet Additional Facility AI2 Accession Agreement).
VIRGIN MEDIA – US DOLLAR ADDITIONAL FACILITY U ACCESSION DEEDAgreement • September 30th, 2020 • Liberty Global PLC • Cable & other pay television services • New York
THIS AGREEMENT is dated 3 March 2006 as amended and restated on 13 June 2006, 10 July 2006, 31 July 2006, 15 May 2008, 30 October 2009, 8 January 2010, 19 April 2017 and the Effective Date and is made
EMPLOYMENT AGREEMENTEmployment Agreement • August 3rd, 2020 • Liberty Global PLC • Cable & other pay television services • Colorado
This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of May 21, 2020 by and among Liberty Global, Inc., a Delaware corporation (the “Company”) and Bryan H. Hall (the “Executive”) (the Company and the Executive collectively, the “Parties”).
LIBERTY GLOBAL (Effective June 14, 2023) NON-QUALIFIED SHARE OPTION AGREEMENTNon-Qualified Share Option Agreement • July 24th, 2023 • Liberty Global PLC • Cable & other pay television services • Colorado
THIS NON-QUALIFIED SHARE OPTION AGREEMENT (this “Agreement”) is made as of ___________ ___, 20__ (the “Effective Date”), by and between Liberty Global plc, a public limited company incorporated under the laws of England and Wales (the “Company”), and the individual whose name, address, and director number appear on the signature page hereto (the “Grantee”).
LIBERTY GLOBAL (Amended and Restated Effective February 24, 2015) PERFORMANCE SHARE APPRECIATION RIGHTS AGREEMENTPerformance Share Appreciation Rights Agreement • November 6th, 2019 • Liberty Global PLC • Cable & other pay television services • Colorado
THIS PERFORMANCE SHARE APPRECIATION RIGHTS AGREEMENT (this “Agreement”) is made as of March 7, 2019 (the “Grant Date”), by and between LIBERTY GLOBAL PLC, a public limited company incorporated under the laws of England and Wales (the “Company”), and the individual whose name, address and employee number appear on the signature page hereto (the “Grantee”).
PERFORMANCE RESTRICTED SHARE UNITS AGREEMENTPerformance Restricted Share Units Agreement • November 6th, 2019 • Liberty Global PLC • Cable & other pay television services • Colorado
THIS PERFORMANCE RESTRICTED SHARE UNITS AGREEMENT (“Agreement”) is made as of March 7, 2019, (the “Grant Date”), by and between LIBERTY GLOBAL PLC, a public limited company incorporated under the laws of England and Wales (the “Company”), and the individual whose name, address, and employee ID number appear on the signature page hereto (the “Grantee”).
RESTRICTED SHARE AWARD AGREEMENTRestricted Share Award Agreement • November 6th, 2019 • Liberty Global PLC • Cable & other pay television services • Colorado
THIS RESTRICTED SHARE AWARD AGREEMENT (“Agreement”) is made as of May 15, 2019, by and between LIBERTY GLOBAL PLC, a public limited company incorporated under the laws of England and Wales (the “Company”), and Michael T. Fries (the “Grantee”).
PERFORMANCE GRANT AWARD AGREEMENTPerformance Grant Award Agreement • November 6th, 2019 • Liberty Global PLC • Cable & other pay television services • Colorado
THIS PERFORMANCE GRANT AWARD AGREEMENT (“Agreement”) is made as of May 15, 2019, by and between LIBERTY GLOBAL PLC, a public limited company incorporated under the laws of England and Wales (the “Company”), and Michael T. Fries (the “Grantee”).
Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 August 9, 2019 Dear Sirs, Liberty Global plc (the “Company”) – Option Framework Agreement (this “Agreement”). We refer to the Offer to Purchase, to be dated August 12,...Option Framework Agreement • August 12th, 2019 • Liberty Global PLC • Cable & other pay television services • New York
This Agreement constitutes an Option Framework Agreement for the purposes of the Master Put/Call Agreement dated August 9, 2019 (the “Master Put/Call Agreement”), among Credit Suisse Securities (USA) LLC (“Dealer”) and the Company.
VIRGIN MEDIA SECURED FINANCE PLC, as Issuer The Guarantors named herein £525,000,000 4.875% Senior Secured Notes due 2027 $500,000,000 5.250% Senior Secured Notes due 2026 INDENTURE Dated as of March 30, 2015 THE BANK OF NEW YORK MELLON, LONDON...Supplemental Indenture • April 29th, 2015 • Liberty Global PLC • Cable & other pay television services
INDENTURE dated as of March 30, 2015 among Virgin Media Secured Finance PLC (the “Issuer”), a public limited company incorporated under the laws of England and Wales, having its registered office at Media House, Bartley Wood Business Park, Bartley Way, Hook, Hampshire, RG27 9UP, United Kingdom, the Guarantors named herein, The Bank of New York Mellon, London Branch, not in its individual capacity but solely as trustee and principal paying agent, The Bank of New York Mellon, as paying agent, registrar and transfer agent for the Dollar Notes and The Bank of New York Mellon (Luxembourg) S.A., as registrar and transfer agent for the Sterling Notes.
VIRGIN MEDIA SECURED FINANCE PLC, as Issuer The Guarantors named herein £300,000,000 5 1⁄8% Senior Secured Notes due 2025 INDENTURE Dated as of January 28, 2015 THE BANK OF NEW YORK MELLON, LONDON BRANCH, as Trustee and Paying Agent THE BANK OF NEW...Supplemental Indenture • February 3rd, 2015 • Liberty Global PLC • Cable & other pay television services
INDENTURE dated as of January 28, 2015 among Virgin Media Secured Finance PLC (the “Issuer”), a public limited company incorporated under the laws of England and Wales, having its registered office at Media House, Bartley Wood Business Park, Bartley Way, Hook, Hampshire, RG27 9UP, United Kingdom, the Guarantors named herein, The Bank of New York Mellon, London Branch, not in its individual capacity but solely as trustee and principal paying agent and The Bank of New York Mellon (Luxembourg) S.A., as registrar and transfer agent.
VOTING AGREEMENTVoting Agreement • June 30th, 2016 • Liberty Global PLC • Cable & other pay television services • New York
This VOTING AGREEMENT, dated as of June 30, 2016 (this “Agreement”), is made and entered into by and among Starz, a Delaware corporation (the “Company”), Lions Gate Entertainment Corp., a corporation organized and existing under the laws of British Columbia (“Parent”), Liberty Global Incorporated Limited, a limited company organized under the laws of England and Wales (the “Liberty Stockholder”), and Liberty Global plc, a public limited company organized under the laws of England and Wales (“Liberty Parent”).
DATED 7 MAY 2020 Telefonica O2 Holdings Limited and TELEFÓNICA, S.A. and Liberty Global Europe 2 Limited and Liberty Global PLC and Liberty Global HOLDCO LIMITED CONTRIBUTION AGREEMENT relating to the contribution of shares in Virgin Media Inc. and O2...Contribution Agreement • May 13th, 2020 • Liberty Global PLC • Cable & other pay television services • England and Wales
AMENDMENT AND RESTATEMENT AGREEMENTrelated to a senior facilities agreement originally dated 25 July 2014 Dated 19 June 2017 BETWEEN UNITYMEDIA HESSEN GMBH & CO. KGas Original BorrowerUNITYMEDIA GMBH UNITYMEDIA BW GMBHUNITYMEDIA HESSEN GMBH & CO. KG...And Restatement Agreement • October 26th, 2017 • Liberty Global PLC • Cable & other pay television services • England and Wales
THIS AGREEMENT originally dated 25 July 2014 and as amended and restated by an amendment and restatement agreement dated 19 June 2017.
1,000,000,000 ADDITIONAL FACILITY D ACCESSION DEEDLiberty Global PLC • August 22nd, 2016 • Cable & other pay television services
From: The persons listed in Schedule 1 to this Additional Facility D Accession Deed (the “Additional Facility D Lenders”, such defined term to include any lender which becomes a New Lender in respect of the Term Loan D Facility, by the execution by the Facility Agent of a Transfer Deed substantially in the form of Schedule 3 (Transfer Deed (Cash - Facilities Agreement)) to this Additional Facility D Accession Deed)
To: The Bank of Nova Scotia as Facility AgentLiberty Global PLC • June 4th, 2015 • Cable & other pay television services
From: Virgin Media Investment Holdings Limited (the Company) for itself and as agent for each of the other Obligors party to the Credit Agreement (as defined below)
SUPPLEMENTAL INDENTURESupplemental Indenture • July 9th, 2019 • Liberty Global PLC • Cable & other pay television services • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 5, 2019, among Virgin Media Secured Finance PLC, as Issuer (the “Issuer”), and BNY Mellon Corporate Trustee Services Limited, as Trustee under the Indenture referred to below (the “Trustee”). Capitalized terms used but not otherwise defined herein have the meaning assigned to such terms in the Indenture.
ACQUISITION FACILITIES AGREEMENTAcquisition Facilities Agreement • February 13th, 2014 • Liberty Global PLC • Cable & other pay television services
REFINANCING AMENDMENT AGREEMENTRefinancing Amendment Agreement • June 2nd, 2017 • Liberty Global PLC • Cable & other pay television services
This REFINANCING AMENDMENT AGREEMENT, dated as of May 23, 2017 (this “Amendment”), is made by and among, Sable International Finance Limited (the “Original Borrower”) and Coral-US Co-Borrower LLC as borrowers (the “Original Co-Borrower” and together with the Original Borrower, the “Initial Borrowers”), the undersigned Guarantors, The Bank of Nova Scotia as security trustee (the “Security Trustee”) and administrative agent (the “Administrative Agent”), Bank of America N.A., Barclays Bank plc, BNP Paribas Fortis SA/NV, Citibank N.A., London Branch, Credit Suisse AG, Cayman Islands Branch, FirstCaribbean International Bank (Bahamas) Limited, Goldman Sachs Bank USA, ING Capital LLC, JPMorgan Chase Bank, N.A. – London Branch, Royal Bank of Canada, Société Générale, London Branch and The Bank of Nova Scotia, as the Revolving Consenting Lenders (as defined below) and The Bank of Nova Scotia, as the Swing Line Lender and the L/C Issuer. Unless otherwise defined herein, terms used in this Amend
DATED ___ December 2016 Vodafone International Holdings B.V. and Vodafone Group PLC and Liberty Global Europe Holding B.V. and Liberty Global PLC and Lynx Global Europe II B.V. (to be renamed VodafoneZiggo Group Holding B.V.)Liberty Global PLC • January 6th, 2017 • Cable & other pay television services • England and Wales
DATED 1 JUNE 2021 LIBERTY GLOBAL EUROPE 2 LIMITED and LIBERTY GLOBAL PLC and TELEFONICA O2 HOLDINGS LIMITED and TELEFÓNICA, S.A. and VMED O2 UK LIMITEDAgreement • June 4th, 2021 • Liberty Global PLC • Cable & other pay television services • England and Wales
VIRGIN MEDIA INC. (formerly named Viper US MergerCo 1 Corp.), LIBERTY GLOBAL PLC and THE BANK OF NEW YORK MELLON, as Trustee Amended and Restated Third Supplemental Indenture Effective as of July 1, 2015Third Supplemental Indenture • August 4th, 2015 • Liberty Global PLC • Cable & other pay television services • New York
AMENDED AND RESTATED THIRD SUPPLEMENTAL INDENTURE, dated July 17, 2015 and effective as of July 1, 2015 (this “Amended and Restated Third Supplemental Indenture”), among Virgin Media Inc. (formerly named Viper US MergerCo 1 Corp.), a Colorado corporation (the “Company”), Liberty Global plc, a U.K. public limited company (“Liberty Global”), and The Bank of New York Mellon (formerly known as The Bank of New York), a New York banking corporation, as trustee (the “Trustee”).
800,000,000 Additional Facility AL Accession AgreementAl Accession Agreement • April 21st, 2015 • Liberty Global PLC • Cable & other pay television services
To: The Bank of Nova Scotia as Facility Agent (the Facility Agent) and The Bank of Nova Scotia as Security Agent (the Security Agent)
PROJECT WEISSHORN $1,925,000,000 ADDITIONAL FACILITY AX ACCESSION AGREEMENTProject Weisshorn • April 26th, 2021 • Liberty Global PLC • Cable & other pay television services
From: The persons listed in Schedule 1 to this Additional Facility AX Accession Agreement (the Additional Facility AX Lenders, such defined term to include any lender which becomes a New Lender in respect of Facility AX, by the execution by the Facility Agent of a Transfer Agreement substantially in the form set out in Schedule 3A (Transfer Agreement) to this Additional Facility AX Accession Agreement).
€400,000,000 ADDITIONAL FACILITY AW ACCESSION AGREEMENTCredit Agreement • August 26th, 2020 • Liberty Global PLC • Cable & other pay television services
From: The persons listed in Schedule 1 to this Additional Facility AW Accession Agreement (the Additional Facility AW Lenders, such defined term to include any lender which becomes a New Lender in respect of Facility AW, by the execution of a Novation Certificate substantially in the form set out in Schedule 3 (Novation Certificate) to this Additional Facility AW Accession Agreement).
€600,000,000 Additional Facility AK Accession AgreementLiberty Global PLC • April 21st, 2015 • Cable & other pay television services
To: The Bank of Nova Scotia as Facility Agent (the Facility Agent) and The Bank of Nova Scotia as Security Agent (the Security Agent)
December 12, 2016Liberty Global PLC • December 14th, 2016 • Cable & other pay television services
After many years of outstanding service as an Executive Vice President and Co-Chief Financial Officer, we have agreed that your retirement date as an officer of Liberty Global plc and Liberty Global Inc. and affiliates (collectively LGI) will be on January 1, 2017. Below in this letter agreement (this Agreement) are our mutually agreed terms concerning your retirement date, transition, consulting and non-compete arrangements.
PROJECT SAPPHIRE €400,000,000 ADDITIONAL FACILITY AW2 ACCESSION AGREEMENTCredit Agreement • April 16th, 2021 • Liberty Global PLC • Cable & other pay television services
From: The persons listed in Schedule 1 to this Additional Facility AW2 Accession Agreement (the Additional Facility AW2 Lenders, such defined term to include any lender which becomes a New Lender in respect of Facility AW2, by the execution of a Novation Certificate substantially in the form set out in Schedule 3 (Novation Certificate) to this Additional Facility AW2 Accession Agreement).
AMENDMENT AGREEMENT TO THE CREDIT AGREEMENTCredit Agreement • December 5th, 2017 • Liberty Global PLC • Cable & other pay television services • Nova Scotia
VIRGIN MEDIA FINANCE PLC, as Issuer The Guarantors named herein $400,000,000 5 3⁄4% Senior Notes due 2025 €460,000,000 4 1⁄2% Senior Notes due 2025 INDENTURE Dated as of January 28, 2015 THE BANK OF NEW YORK MELLON, LONDON BRANCH, as Trustee and...Supplemental Indenture • February 3rd, 2015 • Liberty Global PLC • Cable & other pay television services
INDENTURE dated as of January 28, 2015 among Virgin Media Finance PLC (the “Issuer”), a public limited company incorporated under the laws of England and Wales, having its registered office at Media House, Bartley Wood Business Park, Bartley Way, Hook, Hampshire, RG27 9UP, United Kingdom, the Guarantors named herein, The Bank of New York Mellon, London Branch, not in its individual capacity but solely as trustee and principal paying agent, The Bank of New York Mellon, as paying agent, registrar and transfer agent for the Dollar Notes, and The Bank of New York Mellon (Luxembourg) S.A., as registrar and transfer agent for the Euro Notes.
