VIRGIN MEDIA – EURO ADDITIONAL FACILITY T ACCESSION DEED

Exhibit 4.2

To: The Bank of Nova Scotia (as “Facility Agent”)

Deutsche Bank AG, London Branch (as “Security Trustee”)


From:	VMED O2 UK Financing I plc (the “Additional Facility T Lender”)

Date: 24 September 2020

Virgin Media Finance PLC—Senior Facilities Agreement dated 7 June 2013 as amended on 14 June 2013, and as amended and restated on 17 July 2015 and 30 July 2015, as further amended on 16 December 2016 and further amended and restated on 19 April 2017, 22 February 2018 and 9 December 2019 (the “Credit Agreement”)


1.	In this Additional Facility T Accession Deed:

“Borrower” means VMED O2 UK Holdco 4 Limited.

“Completion Date” has the meaning given to that term in the Contribution Agreement.

“Contribution Agreement” means the contribution agreement dated 7 May 2020 made between, amongst others, Telefónica, S.A. and Liberty Global PLC relating to the contribution of shares in Virgin Media Inc. and O2 Holdings Limited and the formation of a joint venture.

“Facility T” means the € term loan facility made available under this Additional Facility T Accession Deed.

“Facility T Advance” means a Euro-denominated advance made to the Borrower by the Additional Facility T Lender under Facility T.

“Facility T Commitment” means the amount in Euros set opposite the name of the Additional Facility T Lender under the heading “Facility T Commitment” in Schedule 1 to this Additional Facility T Accession Deed and any such Facility T Commitment transferred to it or assumed by it under the Credit Agreement, in each case, to the extent not cancelled, transferred, or reduced under this Agreement or the Credit Agreement.

“Facility T Fee Letter” means the fee letter agreement to be entered into by and among, among others, the Additional Facility T Lender and the Borrower relating to the payment, directly or indirectly, of certain fees to the Additional Facility T Lender by the Borrower.

“Indenture” means the indenture dated 24 September 2020 between, among others, the Additional Facility T Lender as issuer and BNY Mellon Corporate Trustee Services Limited as trustee and security trustee.

“Issue Date” means 24 September 2020.

“Issuer Tax Event” has the meaning given to that term in the Indenture.

“Liberty Global Reference Agreement” means any or all of:


(i)	the credit agreement dated 5 March 2015 between (among others) Ziggo Secured Finance B.V. as SPV borrower and The Bank of Nova Scotia as facility agent;


(ii)	the credit agreement dated 24 May 2019 between (among others) DLG Acquisitions Limited as parent and National Westminster Bank plc as facility agent;


(iii)	the credit agreement dated 16 January 2004 between, among others, UPC Broadband Holding B.V. and The Bank of Nova Scotia as facility agent;


(iv)	the credit agreement dated 1 August 2007 between, among others, Telenet NV as borrower and The Bank of Nova Scotia as facility agent;


(v)	the indenture dated 18 October 2017 in respect of the $550,000,000 5.500% senior notes due 2028 issued by UPC Holding B.V.;


(vi)	the indenture dated 13 December 2017 in respect of the $1,000,000,000 5.500% senior secured notes due 2028 and €600,000,000 3.500% senior secured notes due 2028 issued by Telenet Finance Luxembourg Notes S.à x.x.;


(vii)	the indenture dated 28 October 2019 in respect of $700,000,000 aggregate principal amount of 4.875% senior secured notes due 2030 and €502,500,000 aggregate principal amount of 2.875% senior secured notes due 2030 issued by Ziggo B.V.;


(viii)	the facilities agreement dated 4 November 2019 between (among others) VZ Financing I B.V. as borrower, VZ Vendor Financing B.V. as lender and The Bank of New York Mellon, London Branch acting as administrator, in respect of the advance of certain proceeds of the €500,000,000 original aggregate principal amount of 2.500% vendor financing notes due 2024 issued by VZ Vendor Financing B.V.;


(ix)	the indenture dated 11 February 2020 in respect of $500,000,000 aggregate principal amount of 5.125% senior notes due 2030 and €900,000,000 aggregate principal amount of 3.375% senior notes due 2030 issued by Ziggo Bond Company B.V.;


(x)	the indenture dated 22 June 2020 in respect of €500,000,000 aggregate principal amount of 3.750% senior notes due 2030 issued by Virgin Media Finance plc;


(xi)	the facilities agreement dated 24 June 2020 in respect of the advance of certain proceeds of the $500,000,000 5.000% vendor financing notes due 2028 issued by Virgin Media Vendor Financing Notes IV Designated Activity Company; and


(xii)	the indenture dated 29 June 2020 in respect of £450,000,000 aggregate principal amount of 4.125% senior secured notes due 2030 and $650,000,000 aggregate principal amount of 4.500% senior secured notes due 2030 issued by Virgin Media Secured Finance plc,

(in each case as amended from time to time up to the date of this Additional Facility T Accession Deed).

“Long Stop Date” has the meaning given to that term in the Contribution Agreement.

“Merger” means the formation of a joint venture to hold the O2 Group and Virgin Media Inc. and certain of its Subsidiaries pursuant to the terms of the Contribution Agreement.

“Merger Termination Date” means the date on which the Company confirms in writing to the Facility Agent that the Contribution Agreement is terminated in accordance with its terms prior to the Completion Date, such written confirmation to be provided by the Company to the Facility Agent as soon as reasonably practicable following termination of the Contribution Agreement.

“Notes” has the meaning given to the term Euro Notes in the Indenture.

“Notes Interest Payment Date” means a date on which interest is required to be paid under the Notes.

“O2 Group” means O2 Holdings Limited and its Subsidiaries.

“Postponed Long Stop Date” has the meaning given to that term in the Contribution Agreement.


2.	Unless otherwise defined in this Additional Facility T Accession Deed, terms defined in the Credit Agreement shall have the same meaning in this Additional Facility T Accession

Deed and a reference to a Clause is a reference to a Clause of the Credit Agreement. The principles of construction set out in Clause 1.3 (Construction) of the Credit Agreement to and including Clause 1.15 (Baskets) of the Credit Agreement apply to this Additional Facility T Accession Deed as though they were set out in full in this Additional Facility T Accession Deed.


3.	We refer to Clause 2.6 (Additional Facilities) of the Credit Agreement and the definition of “Affiliate” in the Credit Agreement. This Additional Facility T Accession Deed is an Additional Facility Accession Deed for the purposes of the Credit Agreement. The Additional Facility T Lender is a Designated Notes Issuer for the purposes of the Credit Agreement.

This Additional Facility T Accession Deed will take effect on the date on which the Facility Agent notifies the Company and the Additional Facility T Lender that it has received the documents and evidence set out in Schedule 2 to this Additional Facility T Accession Deed, in each case in form and substance satisfactory to it (acting reasonably), or, as the case may be, the requirement to provide any of such documents or evidence has been waived by the Facility Agent on behalf of the Additional Facility T Lender (the “Additional Facility Commencement Date”). The Facility Agent must give this notification to the Company and the Additional Facility T Lender promptly upon being so satisfied.


5.	The Additional Facility T Lender agrees:


(a)	to become party to and to be bound by the terms of the Credit Agreement as a Lender in accordance with Clause 2.6 (Additional Facilities) of the Credit Agreement;


(b)	to become party to the Group Intercreditor Agreement, the Security Trust Agreement and the HYD Intercreditor Agreement; and


(c)	to waive Clause 2.6(a)(vi) (Additional Facilities) of the Credit Agreement such that the Borrower shall not be required to be an Obligor as at (i) the date of this Additional Facility T Accession Deed or (ii) the Additional Facility Commencement Date, provided that the Borrower shall become an Obligor on a date no later than the date of the Utilisation Request in respect of Facility T.

The Facility Agent will, for the purposes of any determination to be made under the Credit Agreement or this Additional Facility T Accession Deed (other than in respect of the Requested Amendments (as defined in paragraph 37 below) for which consent has been given in accordance with paragraph 35 below), apply the votes of the Additional Facility T Lender in accordance with a written direction to be provided by the Additional Facility T Lender. The Additional Facility T Lender agrees that it will give any such direction in accordance with the provisions of Section 9.01 of the Indenture. For the

avoidance of doubt, the Facility Agent may rely on any such directions received and shall have no duty to enquire as to or monitor whether such direction complies with Section 9.01 of the Indenture.


7.	The Additional Facility T Lender will only be obliged to comply with Clause 4.2 (Lenders’ Participations) of the Credit Agreement in relation to any Utilisation of Facility T if on the date of the Utilisation Request and on the proposed Utilisation Date:


(a)	the representations and warranties in Clause 21.2 (Status) to Clause 21.5 (Non-violation) (inclusive) of the Credit Agreement to be made by the Borrower are true, in respect of the Borrower only, in all material respects in each case by reference to the facts and circumstances then subsisting; and


(b)	it is not unlawful in any applicable jurisdiction for that Additional Facility T Lender to perform any of its obligations to fund or participate in that Utilisation.


8.	No Utilisation of Facility T may occur unless:


(a)	the Completion Date has occurred or will occur on the proposed Utilisation Date for that Utilisation; and


(b)	the Facility Agent has received evidence in form and substance satisfactory to it (acting reasonably) that the agreed fees payable by the Company or the Borrower (or both) in connection with the utilisation of Facility T have been or will be paid.


9.	During the Additional Facility Availability Period for Facility T, none of the Additional Facility T Lender, the Facility Agent and the other Relevant Finance Parties shall be entitled to:


(a)	subject to paragraph 10 below, cancel any of its Facility T Commitments;


(b)	rescind, terminate or cancel this Additional Facility T Accession Deed, the Credit Agreement or any of the other Relevant Finance Documents or Facility T or exercise any similar right or remedy or make or enforce any claim under the Relevant Finance Documents it may have to the extent to do so would prevent or limit the making of a Facility T Advance;


(c)	refuse to participate in the making of a Facility T Advance;


(d)	exercise any right of set off or counterclaim or similar right or remedy in respect of a Utilisation to the extent to do so would prevent or limit the making of a Facility T Advance;


(e)	cancel, accelerate or cause repayment or prepayment of any amounts owing under this Additional Facility T Accession Deed, the Credit Agreement or any other Relevant Finance Document or exercise any enforcement rights under any Security Document to the extent to do so would prevent or limit the making of a Facility T Advance; or


(f)	take any other action or make or enforce any claim (in its capacity as a Lender) to the extent that such action, claim or enforcement would directly or indirectly prevent or limit the making of a Facility T Advance,

provided that immediately upon the expiry of the Additional Facility Availability Period for Facility T, all such rights, remedies and entitlements shall be available to the Additional Facility T Lender, the Facility Agent and the other Relevant Finance Parties notwithstanding that they may not have been used or been available for use during the Additional Facility Availability Period for Facility T.

10.

At any time prior to the earlier to occur of the Escrow Release Date and the Escrow Termination Date (each as defined in the Indenture), if all or any portion of the Notes are redeemed at the option of the Additional Facility T Lender then the Facility T Commitments will be automatically reduced and cancelled by an amount equal to the aggregate principal amount of such Notes which are so redeemed.


11.	Upon the occurrence of the Escrow Termination Date, the Facility T Commitments shall immediately be reduced to zero and cancelled.


12.	The Additional Facility Commitment in relation to the Additional Facility T Lender (for the purpose of the definition of Additional Facility Commitment in Clause 1.1 (Definitions) of the Credit Agreement) is its Facility T Commitment.


13.	The Additional Facility Availability Period for Facility T shall be the period from and including the later of the Additional Facility Commencement Date and the Escrow Release Date up to and including the earlier of:


(a)	the date falling 10 Business Days following the Long Stop Date (or, if the Long Stop Date is postponed in accordance with the terms of the Contribution Agreement, the Postponed Long Stop Date);


(b)	the date falling 45 Business Days following the Completion Date; and


(c)	the Merger Termination Date,

(or such other date agreed between the Additional Facility T Lender and the Company).

At the end of the Additional Facility Availability Period for Facility T, the Available Commitments in respect of Facility T shall automatically be cancelled and the Available

Commitments in respect of Facility T for the Additional Facility T Lender shall automatically be reduced to zero.


13A.	Subject to the terms of this Additional Facility T Accession Deed, the Additional Facility T Lender makes available to the Borrower a term loan facility in an amount equal to the aggregate of the Facility T Commitments.


14.	Facility T may be drawn by one Advance. No more than one Utilisation Request may be made in respect of Facility T under the Credit Agreement and such Utilisation Request may only be in a principal amount of the Additional Facility Commitment of Facility T as set out in paragraph 12 above.

15.

The first Interest Period to apply to each Facility T Advance will be a period running from the Notes Interest Payment Date immediately preceding the first Utilisation Date in respect of that Facility T Advance up to (but excluding) the Notes Interest Payment Date immediately following the first Utilisation Date in respect of that Facility T Advance, and the Borrower agrees that each subsequent Interest Period under Facility T will be 6 months ending on each 15 January and 15 July. Notwithstanding Clause 14.4 (Payment of Interest for Term Facility Advances) of the Credit Agreement, interest for each Interest Period is payable on each Notes Interest Payment Date.

16.

The Facility T Advances will be used (a) to service certain payments to the Additional Facility T Lender under the Facility T Fee Letter and/or (b) for general corporate and/or working capital purposes, including without limitation, the payment of a distribution out of the Bank Group in connection with the Merger, the redemption, refinancing, repayment or prepayment of any existing indebtedness of the Bank Group and/or the O2 Group, and/or the payment of any fees and expenses in connection with Facility T and the transactions related thereto.


17.	The Final Maturity Date in respect of Facility T will be 31 January 2031. The Additional Facility Termination Date in respect of Facility T will be the Final Maturity Date.


18.	The outstanding Facility T Advances will be repaid in full on the Final Maturity Date.


19.	The Borrower in relation to Facility T is VMED O2 UK Holdco 4 Limited.


20.	The interest rate in relation to Facility T will be a fixed rate of 3.250 per cent. per annum. Such interest rate will be calculated in accordance with Clause 14.5 (Interest Rate for Term Facility Advances) of the Credit Agreement, being the sum of EURIBOR and the applicable Margin, where in order to achieve the fixed rate referred to above, the applicable Margin will be:


(a)	3.250 per cent. per annum calculated, notwithstanding anything to the contrary in Clause 35.1 (Day Count Convention) of the Credit Agreement, on the basis of a 360 day year comprising of twelve 30-day months; minus


(b)	EURIBOR.

For the purposes of this calculation, the applicable Margin may be a negative number. Further, the interest rate for Facility T will never exceed 3.250 per cent. per annum (save to the extent that Clause 27.2 (Default Rate) of the Credit Agreement may apply).


21.	For the avoidance of doubt, each party to this Additional Facility T Accession Deed accepts and acknowledges that EURIBOR has the meaning given to it under Clause 1.1 (Definitions) of the Credit Agreement.

22.

Upon the occurrence of a mandatory prepayment of Facility T following a Change of Control, as defined in Clause 12.1 (Change of Control) of the Credit Agreement, the Borrower agrees to pay to the Facility Agent (for the account of the Additional Facility T Lender) an amount equal to 1 per cent. of the principal amount of Facility T, plus accrued and unpaid interest to, but excluding, the due date of mandatory prepayment. Such payment shall be due and payable by the Borrower to the Facility Agent (for the account of the Additional Facility T Lender) on the actual date of such mandatory prepayment.

23.

At any time prior to 31 January 2026, upon the occurrence of any voluntary prepayment of any of Facility T by the Borrower under Clause 11 (Voluntary Prepayment) of the Credit Agreement (other than a voluntary prepayment complying with paragraph 26, 27 or 28 below) in an amount not to exceed 10% of the original principal amount of Facility T (such original principal amount to include any upsizing of Facility T pursuant to paragraph 29 below) during each twelve-month period commencing on the Issue Date, the Borrower agrees to pay to the Facility Agent (for the account of the Additional Facility T Lender) an amount equal to 3.0% of the principal amount of Facility T being prepaid, plus accrued and unpaid interest then due on the amount of Facility T prepaid to, but excluding, the due date of prepayment. Such payment shall be due and payable by the Borrower to the Facility Agent (for the account of the Additional Facility T Lender) on the actual date of such prepayment. Prior to 31 January 2026, to the extent that during any twelve-month period commencing on the Issue Date, the principal amount of Facility T prepaid in one or more voluntary prepayments is greater than an amount equal to 10% of the original principal amount of Facility T (such original principal amount to include any upsizing of Facility T pursuant to paragraph 29 below) (any such amount, the “Excess Early Redemption Proceeds”), the Borrower will apply the Excess Early Redemption Proceeds to a voluntary prepayment of Facility T as described in paragraph 24 below.


24.	At any time prior to 31 January 2026, upon the occurrence of any voluntary prepayment of any or all of Facility T by the Borrower under Clause 11 (Voluntary Prepayment) of

the Credit Agreement with any Excess Early Redemption Proceeds (other than a voluntary prepayment complying with paragraph 26, 27 or 28 below), the Borrower agrees to pay to the Facility Agent (for the account of the Additional Facility T Lender) an amount equal to the Additional Amount (as defined below), plus accrued and unpaid interest on the amount of Facility T prepaid, in each case, to, but excluding the due date of prepayment. Such payment shall be due and payable by the Borrower to the Facility Agent (for the account of the Additional Facility T Lender) on the actual date of such prepayment.

For the purposes of this paragraph 24:

“Additional Amount” means, with respect to Facility T, on any prepayment date applicable to the voluntary prepayment of any or all of Facility T, the excess of:

(a)

the present value at such prepayment date of (i) the amount that would be payable in accordance with paragraph 25 below in respect of the principal amount of Facility T being prepaid if such amount were prepaid on 31 January 2026 pursuant to Clause 11 (Voluntary Prepayment) of the Credit Agreement exclusive of any accrued but unpaid interest, plus (ii) the principal amount of Facility T being prepaid plus (iii) all required remaining scheduled interest payments due on the principal amount of Facility T being prepaid through 31 January 2026 (excluding accrued but unpaid interest to the prepayment date and assuming such interest payments are calculated at the rate of interest on Facility T in effect on such prepayment date), computed using a discount rate equal to the Bund Rate plus 50 basis points; over


(b)	the principal amount of Facility T being prepaid.

“Bund Rate” means, as of any prepayment date, the rate per annum equal to the semi-annual equivalent yield to maturity as of such date of the Comparable German Bund Issue, assuming a price for the Comparable German Bund Issue (expressed as a percentage of its principal amount) equal to the Comparable German Bund Price for the prepayment date, where:

(1) “Comparable German Bund Issue” means the German Bundesanleihe security selected by any Reference German Bund Dealer as having a fixed maturity most nearly equal to the period from the prepayment date to 31 January 2026 and that would be utilized at the time of selection and in accordance with customary financial practice, in pricing new issues of euro-denominated corporate debt securities in a principal amount approximately equal to the then outstanding principal amount of Facility T and of a maturity most nearly equal to 31 January 2026; provided that if the period from the prepayment date to 31 January 2026 is not equal to the fixed maturity of the German Bundesanleihe security selected by such Reference German Bund Dealer, the Bund Rate shall

be determined by linear interpolation (calculated to the nearest one-twelfth of a year) from the yields of German Bundesanleihe securities for which such yields are given, except that if the period from the prepayment date to 31 January 2026, is less than one year, a fixed maturity of one year shall be used;

(2) “Comparable German Bund Price” means, with respect to the prepayment date, the average of all Reference German Bund Dealer Quotations for such date (which, in any event, must include at least two such quotations), after excluding the highest and lowest such Reference German Bund Dealer Quotations, or if the Additional Facility T Lender obtains fewer than four such Reference German Bund Dealer Quotations, the average of all such quotations;

(3) “Reference German Bund Dealer” means any dealer of German Bundesanleihe securities appointed by the Board of Directors or senior management of the Additional Facility T Lender in good faith; and

(4) “Reference German Bund Dealer Quotations” means, with respect to each Reference German Bund Dealer and any prepayment date, the average as determined by the Board of Directors or senior management of the Additional Facility T Lender in good faith of the bid and offered prices for the Comparable German Bund Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Additional Facility T Lender by such Reference German Bund Dealer at 3.30 p.m. Frankfurt, Germany, time on a day no earlier than the third Business Day preceding the date of the delivery of the cancellation notice in respect of the prepayment date.

25.

On or after 31 January 2026, upon the occurrence of a voluntary prepayment of any or all of Facility T by the Borrower under Clause 11 (Voluntary Prepayment) of the Credit Agreement (other than a voluntary prepayment complying with paragraphs 26, 27 or 28 below), the Borrower agrees to pay to the Facility Agent (for the account of the Additional Facility T Lender) an amount equal to the relevant percentages of the principal amount of Facility T being prepaid as set out in the table below, plus accrued and unpaid interest then due on the amount of Facility T prepaid to, but excluding, the due date of prepayment, if prepaid during the twelve-month period beginning on 31 January of the years indicated below.



Year	Prepayment Price expressed as a percentage of the principal amount of Facility T
2026	1.625%
2027	0.813%
2028	0.406%
2029 and thereafter	0.000%

Such payment shall be due and payable by the Borrower to the Facility Agent (for the account of the Additional Facility T Lender) on the actual date of such prepayment.


26.	Notwithstanding paragraphs 23, 24 and 25 above:

(a)

if the Additional Facility T Lender purchases any Notes in connection with any tender offer or other offer to purchase the Notes (a “Tender Offer”), the Borrower will prepay an aggregate principal amount of Facility T based on the aggregate principal amount of Notes tendered in such Tender Offer and at a prepayment price of par plus any premium paid or less any discount received by the Additional Facility T Lender in connection with the purchase of the Notes in such Tender Offer, plus any accrued and unpaid interest to, but excluding, the due date of such prepayment; and

(b)

if following any Tender Offer, the Additional Facility T Lender is entitled to, and elects to, redeem any remaining Notes at a price equal to the price paid to each other holder in such Tender Offer, then the Borrower will prepay the remaining principal amount of Facility T at a prepayment price of par plus any premium paid or less any discount received by the Additional Facility T Lender in connection with the purchase of the Notes in such Tender Offer, plus any accrued and unpaid interest to the date that any interest accrues under the Notes in connection with such redemption.

27.

At any time prior to 31 January 2026, upon the occurrence of any voluntary prepayment of Facility T by the Borrower pursuant to Clause 11 (Voluntary Prepayment) of the Credit Agreement with the Net Cash Proceeds of one or more Equity Offerings (the “Equity Offering Early Redemption Proceeds”) in an amount of up to 40% of the original principal amount of Facility T (such original principal amount to include any upsizing of Facility T pursuant to paragraph 29 below), the Borrower shall make a payment to the Facility Agent (for the account of the Additional Facility T Lender) in an amount (the “Equity Claw Prepayment Premium”) equal to 3.250% of the principal amount of Facility T prepaid, plus accrued and unpaid interest then due on the amount of Facility T prepaid to, but excluding, the due date of prepayment. Such payment shall be due and payable by the Borrower to the Facility Agent (for the account of the Additional Facility T Lender) on the actual date of such prepayment provided that:


(a)	at least 50% of the original principal amount of Facility T (such original principal amount to include any upsizing of Facility T pursuant to paragraph 29 below) remains outstanding immediately after any such prepayment; and


(b)	such prepayment is made not more than 180 days after the consummation of any such Equity Offering.

For the purposes of this paragraph 27:

“Capital Stock” of any person means any and all shares, interests, rights to purchase, warrants, options, participation or other equivalents of or interests in (however designated) equity of such person, including any preferred stock, but excluding any debt securities convertible into such equity.

“Disqualified Stock” means, with respect to any person, any Capital Stock of such person which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event:


(a)	matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;


(b)	is convertible or exchangeable for Financial Indebtedness or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable solely at the option of the Company, a Permitted Affiliate Parent or a Restricted Subsidiary of the Company or a Permitted Affiliate Parent); or


(c)	is redeemable at the option of the holder of the Capital Stock in whole or in part, in each case on or prior to the earlier of (1) the Stated Maturity of the Notes or (2) the date on which there are no Notes outstanding,

provided that:


(i)	only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock; and

(ii)

any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Company or any Permitted Affiliate Parent to repurchase such Capital Stock upon the occurrence of a change of control or asset sale shall not constitute Disqualified Stock if the terms of such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) provide the Company or any Permitted Affiliate Parent may not purchase or redeem any such Capital Stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) pursuant to such provision prior to compliance by the Company or any Permitted Affiliate Parent with any provisions of the Credit Agreement.

“Equity Offering” means:


(a)	the distribution of Capital Stock of the Spin Parent in connection with any Spin-Off; or


(b)	a sale of (1) Capital Stock of the Company or any Permitted Affiliate Parent (other than Disqualified Stock), (2) Capital Stock the proceeds of which are contributed as equity share capital to the Company or any Permitted Affiliate Parent or as Subordinated Funding or (3) Subordinated Funding.

“Net Cash Proceeds” means, with respect to any issuance or sale of Capital Stock, Subordinated Funding and/or other capital contributions, the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available tax credit or deductions and any tax sharing arrangements).

“Parent” means (a) the Ultimate Parent, (b) any Subsidiary of the Ultimate Parent of which the Company or any Permitted Affiliate Parent is a Subsidiary on the Issue Date, (c) any other person of which the Company or any Permitted Affiliate Parent at any time is or becomes a Subsidiary after the Issue Date (including, for the avoidance of doubt, the Spin Parent and any Subsidiary of the Spin Parent following any Spin-Off) and (d) any Joint Venture Parent, any Subsidiary of the Joint Venture Parent and any Parent Joint Venture Holders following any Parent Joint Venture Transaction.

“Spin-Off” means a transaction by which all outstanding ordinary and/or equity shares of the Company or any Permitted Affiliate Parent, or a Parent of the Company or any Permitted Affiliate Parent directly or indirectly owned by the Ultimate Parent are distributed to (a) all of the Ultimate Parent’s shareholders, or (b) all of the shareholders comprising one or more groups of the Ultimate Parent’s shareholders as provided by the Ultimate Parent’s articles of association, in each case, either directly or indirectly through the distribution of shares in a Parent holding the Company’s, any Permitted Affiliate Parent’s or such Parent’s shares.

“Spin Parent” means the person the shares of which are distributed to the shareholders of the Ultimate Parent pursuant to a Spin-Off.

“Stated Maturity” means, with respect to any security, loan or other evidence of indebtedness, the date specified in such security, loan or other evidence of indebtedness as the fixed date on which the payment of principal of such security, loan or other evidence of indebtedness is due and payable, including pursuant to any mandatory redemption provision, but shall not include any contingent obligations to repay, redeem or repurchase any such principal prior to the date originally scheduled for the payment thereof.

28.

Notwithstanding paragraphs 23, 24 and 25 above, upon the occurrence of an Issuer Tax Event under the Indenture and the election by the Additional Facility T Lender to redeem the Notes under the Indenture in connection therewith, the Borrower will prepay 100% of the then outstanding principal amount of Facility T, plus accrued and unpaid interest then due on the amount of Facility T prepaid to, but excluding, the due date of prepayment free of any additional premium or penalty. Such payment shall be due and payable by the Borrower to the Facility Agent (for the account of the Additional Facility T Lender) on the actual date of prepayment.

29.

(a) Provided that any upsizing of Facility T permitted under this paragraph 29 will not breach any term of the Credit Agreement, Facility T may be upsized by any amount, by the signing of one or more further Additional Facility T Accession Deeds, that specify (along with the other terms specified therein) VMED O2 UK Holdco 4 Limited as the sole Borrower and which specify Additional Facility T Commitments denominated in Euro, to be drawn in Euro, with the same Final Maturity Date and Margin as specified in this Additional Facility T Accession Deed.


(b)	For the purposes of this paragraph 29 (unless otherwise specified), references to Facility T Advances shall include Advances made under any such further and previous Additional Facility T Accession Deed.

(c)

Where any Facility T Advance has not already been consolidated with any other Facility T Advance, on the last day of any Interest Period for that unconsolidated Facility T Advance, that Facility T Advance will be consolidated with any other Facility T Advance which has an Interest Period ending on the same day as that unconsolidated Facility T Advance, and all such Facility T Advances will then be treated as one Advance under Facility T.

30.

The Borrower agrees that it will not request or require the transfer of all of the rights and obligations of the Additional Facility T Lender (or cancel or reduce any of such Lender’s Commitments or repay or prepay any Facility T Advance) pursuant to Clause 10.4 (Right of Repayment and Cancellation in Relation to a Single Lender), Clause 10.5 (Right of Cancellation in Relation to a Defaulting Lender) or Clause 42.14 (Replacement of Lenders) of the Credit Agreement.


31.	The Additional Facility T Lender and the Facility Agent agree to waive the notice period in respect of drawdown requests under Clause 4.1(a) (Conditions to Utilisation) of the Credit Agreement in respect of this Facility T.


32.	The Additional Facility T Lender, the Borrower and the Facility Agent acknowledge and agree that (a) the Facility T Advances shall be made by the Additional Facility T Lender directly to the Borrower to an account notified by the Borrower to the Additional Facility T Lender, rather than through the Facility Agent, and (b) in respect of any other payments

of principal, interest or other amounts due under Facility T, (i) the Borrower shall make payments payable by it to the Additional Facility T Lender directly to the Additional Facility T Lender (or to such account as the Additional Facility T Lender may specify), and (ii) the Additional Facility T Lender shall make payments payable by it to the Borrower directly to the Borrower (or to such account as the Borrower may specify). The Additional Facility T Lender agrees that it shall promptly notify the Facility Agent if the Borrower fails to make any payment under subclause (b)(i) of this paragraph 32 when due, and the Borrower agrees that it shall promptly notify the Facility Agent if the Additional Facility T Lender fails to make any payment under subclause (b)(ii) of this paragraph 32 when due.


33.	The Borrower hereby agrees that the Additional Facility T Lender may disclose confidential information supplied to it by or on behalf of any Obligor in connection with the Finance Documents to the extent such disclosure is required by the terms of the Notes.

34.

For the purposes of any assignment, transfer or novation of rights and/or obligations (in whole or in part) by the Additional Facility T Lender under Clause 36.4 (Assignments or Transfers by Lenders) of the Credit Agreement, each of the Borrower and the Company hereby irrevocably consent to any assignment, transfer or novation made by the Additional Facility T Lender (a) by way of security in favour of BNY Mellon Corporate Trustee Services Limited (as security trustee under the Indenture) and (ii) following an Event of Default under and as defined in the Indenture. The Additional Facility T Lender may only deliver to the Facility Agent a completed Transfer Deed or Transfer Agreement (as applicable) if at that time it confirms to the Facility Agent in writing that an assignment, transfer or novation of the interest in Facility T to be assigned, transferred or novated is not prohibited under the terms of any agreement that is binding on it or any of its assets.

35.

Subject to paragraph 37 below and the provisions of the Indenture, for the purposes of any amendment or waiver, consent or other modification (including with respect to any existing Default or Event of Default) that may be sought by the Parent or the Company under the Credit Agreement or any other Relevant Finance Document on or after the date of this Additional Facility T Accession Deed, the Additional Facility T Lender hereby consents (in its capacity as a Lender from time to time under the Credit Agreement and, if it is a Hedge Counterparty, in its capacity as a Hedge Counterparty), and agrees to procure, unless it is prohibited from doing so, that any of its Affiliates or Related Funds that are Lenders under a Revolving Facility or an Additional Facility that is a revolving facility or Hedge Counterparties consent (in their capacity as Lenders under a Revolving Facility or an Additional Facility that is a revolving facility or Hedge Counterparties, as applicable) to any and all of the following:


(a)	any and all of the items set out in Schedule 4 (Third amendments, waivers, consents and other modifications), Schedule 5 (Fourth amendments, waivers, consents and other modifications) and Schedule 6 (Fifth amendments, waivers, consents and other modifications) of this Additional Facility T Accession Deed (the “Approved Amendments”);


(b)	any consequential amendment, waiver, consent or other modification, whether effected by one instrument or through a series of amendments, to the Credit Agreement or any other Relevant Finance Document to be made either to implement the Approved Amendments or to conform any Relevant Finance Document to the Approved Amendments; and/or

(c)

any other amendment, waiver, consent or modification, whether effected by one instrument or through a series of amendments, to the Credit Agreement or any other Relevant Finance Document to be made to conform any Relevant Finance Document to any Liberty Global Reference Agreement (provided that any amendment, waiver, consent or modification to conform the Credit Agreement or any other Relevant Finance Document to the Liberty Global Reference Agreement referred to at paragraphs (v) to (xii) (inclusive) of that definition shall be limited to those that are mechanical in nature unless specifically referenced in the Approved Amendments and, in each case, any consequential amendments, waivers, consents or modifications),

and this Additional Facility T Accession Deed shall constitute the irrevocable and unconditional written consent of the Additional Facility T Lender (in the capacity of a Lender, and if it is a Hedge Counterparty, in the capacity of a Hedge Counterparty) and the agreement of the Additional Facility T Lender to procure, unless it is prohibited from doing so, that each of its Affiliates and Related Funds that is a Lender under a Revolving Facility or an Additional Facility that is a revolving facility or a Hedge Counterparty provides irrevocable and unconditional written consent in that capacity in respect of such amendments, waivers, consents or other modifications to the Relevant Finance Documents for the purposes of Clause 42 (Amendments) of the Credit Agreement, Clause 21 (Remedies, Waivers & Amendments) of the Group Intercreditor Agreement or Clause 15 (Remedies, Waivers & Amendments) of the HYD Intercreditor Agreement (as applicable), and any clause in any other Relevant Finance Document relating to amendments of that Relevant Finance Document, without any further action required on the part of any party thereto.

36.

The Additional Facility T Lender hereby waives (in its capacity as a Lender from time to time under the Credit Agreement and, if it is a Hedge Counterparty, in its capacity as a Hedge Counterparty), and agrees to procure, unless it is prohibited from doing so, that any of its Affiliates and Related Funds that are Lenders under a Revolving Facility or an Additional Facility that is a revolving facility or Hedge Counterparties waives (in

their capacity as Lenders under a Revolving Facility or an Additional Facility that is a revolving facility or Hedge Counterparties, as applicable) receipt of any fee in connection with the foregoing consents, notwithstanding that other consenting Lenders under the Credit Agreement (including the Additional Facility T Lender in relation to any upsizing of Facility T pursuant to paragraph 29) or Hedge Counterparties under the Group Intercreditor Agreement or HYD Intercreditor Agreement may be paid a fee in consideration of such Lenders’ or Hedge Counterparties’ consent to any or all of the foregoing amendments, waivers, consents or other modifications.

37.

Following receipt of an amendment request from the Company and/or the Facility Agent in connection with all or any of the proposed amendments set out in paragraph 35 above (the “Requested Amendments”), the Additional Facility T Lender shall confirm whether, having regard to the relevant provisions of the Indenture, it is required to consent to the Requested Amendments. If the Additional Facility T Lender is required to give such consent, it hereby acknowledges and agrees (in its capacity as a Lender from time to time under the Credit Agreement and, if it is a Hedge Counterparty, in its capacity as a Hedge Counterparty), and agrees to procure, unless it is prohibited from doing so, that any of its Affiliates and Related Funds that are Lenders under a Revolving Facility or an Additional Facility that is a revolving facility or Hedge Counterparties acknowledge and agree (in their capacity as Lenders under a Revolving Facility or Additional Facility that is a revolving facility or Hedge Counterparties, as applicable) that the Facility Agent and/or the Security Trustee may, but shall not be required to, send to it any further formal amendment request in connection with all, or any of the Requested Amendments and the Facility Agent and/or the Security Trustee (as applicable) shall be authorised to consent on behalf of it, as a Lender under one or more Facilities and as a Hedge Counterparty under the Group Intercreditor Agreement and the HYD Intercreditor Agreement, to any such Requested Amendments (and the Facility Agent and/or the Security Trustee shall be authorised to enter into any necessary documentation in connection with the same), and such consent shall be taken into account in calculating whether the Instructing Group, or the relevant requisite Lenders, or the Hedge Counterparties, have consented to the relevant amendment, waiver or other modification in accordance with Clause 42 (Amendments) of the Credit Agreement, Clause 21 (Remedies, Waivers & Amendments) of the Group Intercreditor Agreement or Clause 15 (Remedies, Waivers & Amendments) of the HYD Intercreditor Agreement (as applicable), and any clause relating to amendments in any other Relevant Finance Document.


38.	The Borrower, the Company, the Additional Facility T Lender and the Facility Agent (for itself and on behalf of the other Finance Parties) hereby agree and acknowledge that Facility T is made available in connection with a “Limited Condition Transaction” for the purposes of the Credit Agreement and that, as such:


(a)	the condition under Clause 3.2 (Further Conditions Precedent) of the Credit Agreement is hereby waived in its entirety by the Additional Facility T Lender;

(b)

pursuant to the Limited Condition Transaction exemption from Clause 4.1(j)(ii) (Conditions to Utilisation) of the Credit Agreement, the requirement contained in Clause 4.1(j)(ii) (Conditions to Utilisation) of the Credit Agreement that, in the case of any Utilisation, on the date of the Utilisation Request and the proposed Utilisation Date (x) the Repeating Representations made by the persons identified as making those representations are true in all material respects by reference to the circumstances then existing and (y) no Default is continuing or would result from the proposed Utilisation, shall not apply to any Utilisation of Facility T; and


(c)	for the avoidance of doubt, Clause 4.1(h) (Conditions to Utilisation) of the Credit Agreement shall not apply to, or operate so as to prevent or limit the making of, any Advance to be made in respect of Facility T.

39.

(a)

The Company confirms for itself and, in its capacity as Obligors’ Agent, on behalf of each other Guarantor that the obligations of each Guarantor under Clause 28 (Guarantee and Indemnity) of the Credit Agreement continue to apply for the benefit of the Relevant Finance Parties under the Relevant Finance Documents and, for the avoidance of doubt, extend to all Additional Facilities and the Facility T Commitment and further confirms that the security created by each of the Obligors under the Security Documents extends to secure liabilities under all Additional Facilities including, for the avoidance of doubt, the Facility T Commitments.

(b)

Notwithstanding that the Security Trustee may not sign this Additional Facility T Accession Deed, the Security Trustee shall be entitled to rely on paragraph 39(a) and enforce any of its rights in its capacity as security trustee for and on behalf of the Relevant Finance Parties which may arise in respect of such paragraph pursuant to the terms of the Credit Agreement and the Group Intercreditor Agreement.


40.	The Additional Facility T Lender confirms to each other Finance Party that:

(a)

it has made its own independent investigation and assessment of the financial condition and affairs of each Obligor and such Obligor’s related entities in connection with its participation in Facility T being made available pursuant to this Additional Facility T Accession Deed and has not relied on any information provided to it by any other Finance Party in connection with any Relevant Finance Document; and


(b)	it will continue to make its own independent appraisal of the creditworthiness of each Obligor and such Obligors’ related entities while any amount is or may

be outstanding under the Credit Agreement or any Additional Facility Commitment is in force.


41.	The Additional Facility T Lender represents and warrants to the Facility Agent and to each UK Borrower that:


(a)	as at the date of this Additional Facility T Accession Deed, it is a UK Non-Bank Lender and falls within paragraph (a) of the definition of UK Non-Bank Lender; and


(b)	unless it notifies the Facility Agent and the Company to the contrary in writing prior to any such date, its representation and warranty in paragraph (a) above is true in relation to the Additional Facility T Lender’s participation in each Advance made to such Borrowers, on each date that such UK Borrower makes a payment of interest in relation to such Advance.

42.

The Additional Facility T Lender agrees that it will not, without the prior written consent of the Company (acting in its sole discretion), effect any transfer, assignment or Sub-participation of any of its rights, benefits or obligations in respect of any Facility T Commitment under this Additional Facility T Accession Deed prior to the date that such Facility T Commitment has been utilised. The Additional Facility T Lender agrees that, without prejudice to Clause 36.8 (Transfer Deed) or Clause 36.9 (Transfer Agreement) of the Credit Agreement, as applicable, each New Lender shall become, by the execution by the Facility Agent of either (a) a Transfer Deed substantially in the form set out in the Credit Agreement or (b) a Transfer Agreement substantially in the form set out in the Credit Agreement, as applicable, bound by the terms of this Additional Facility T Accession Deed as if it were an original party hereto as the Additional Facility T Lender and shall acquire the same rights, grant the same consents and assume the same obligations towards the other parties to this Additional Facility T Accession Deed as would have been acquired, granted and assumed had the New Lender been an original party to this Additional Facility T Accession Deed as the Additional Facility T Lender.

43.

The Additional Facility T Lender acknowledges and agrees that the Lender Asset Security Release Confirmation has been delivered by the Facility Agent to the Lenders and that the Security Trustee is therefore irrevocably authorised in accordance with Clause 42.8(a) (Asset Security Release) of the Credit Agreement to execute such documents as may be required to ensure that the Security (other than any Security required to be granted under paragraph (b) of the definition of “80% Security Test”) is released.


44.	The Facility Office and address for notices of the Additional Facility T Lender for the purposes of Clause 39 (Notices and Delivery of Information) of the Credit Agreement will be that notified by the Additional Facility T Lender to the Facility Agent.


45.	If a term of this Additional Facility T Accession Deed is or becomes illegal, invalid or unenforceable in any respect under any jurisdiction, that will not affect:


(a)	the legality, validity or enforceability in that jurisdiction of any other term of this Additional Facility T Accession Deed; or


(b)	the legality, validity or enforceability in other jurisdictions of that or any other term of this Additional Facility T Accession Deed.


46.	Clause 46 (Jurisdiction) of the Credit Agreement is incorporated into this Additional Facility T Accession Deed as if set out in full and as if references in that clause to “this Agreement” or a “Relevant Finance Document” are to this Additional Facility T Accession Deed.

47.

This Additional Facility T Accession Deed may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart signature page of this Additional Facility T Accession Deed by e-mail (PDF) or telecopy shall be as effective as delivery of a manually executed counterpart of this Additional Facility T Accession Deed.


48.	This Additional Facility T Accession Deed and any non-contractual obligations arising out of or in connection with it are governed by, and construed in accordance with, English law.


49.	ACCESSION TO THE HYD INTERCREDITOR AGREEMENT

The Additional Facility T Lender hereby agrees with each other person who is or becomes party to the HYD Intercreditor Agreement in accordance with the terms thereof that, with effect on and from the date hereof, it will be bound by the HYD Intercreditor Agreement as a Senior Finance Party and as a Senior Lender as if it had been an original party thereto in such capacity.


50.	ACCESSION TO THE GROUP INTERCREDITOR AGREEMENT

The Additional Facility T Lender hereby agrees with each other person who is or becomes party to the Group Intercreditor Agreement in accordance with the terms thereof that, with effect on and from the date hereof, it will be bound by the Group Intercreditor Agreement as a Senior Finance Party and as a Senior Lender as if it had been an original party thereto in such capacity.


51.	ACCESSION TO THE SECURITY TRUST AGREEMENT

The Additional Facility T Lender confirms that, as from the date hereof, it intends to be party to the Security Trust Agreement as a Beneficiary, undertakes to perform all the

obligations expressed in the Security Trust Agreement to be assumed by a Beneficiary and it shall be bound by all the provisions of the Security Trust Agreement as if it had been an original party to the Security Trust Agreement in such capacity.

SCHEDULE 1
ADDITIONAL FACILITY T LENDER AND COMMITMENTS



Additional Facility T Lender	Facility T Commitment (EUR)
VMED O2 UK Financing I plc	950,000,000
Total	950,000,000

SCHEDULE 2
CONDITIONS PRECEDENT DOCUMENTS


1.	Corporate Documents

In relation to the Company and the Borrower in respect of Facility T:

(a)

a copy of its up-to-date constitutional documents or a certificate of an authorised officer of the Company or the Borrower (as applicable) confirming that the Company or the Borrower (as applicable) has not amended its constitutional documents in a manner which could reasonably be expected to be materially adverse to the interests of the Lenders since the date an officer’s certificate in relation to the Company or the Borrower (as applicable) was last delivered to the Facility Agent;


(b)	a copy of a board resolution of the management board of such person approving, in the case of the Company and the Borrower, its entry into this Additional Facility T Accession Deed; and


(c)	a duly completed certificate of a duly authorised officer of the Company and the Borrower in the form attached in Part 3 of Schedule 9 (Form of Additional Facility Officer’s Certificate) of the Credit Agreement with such amendments as the Facility Agent may agree.


2.	Designation

Duly executed copies of notices from the Company:


(a)	designating Facility T as New Senior Liabilities in accordance with Clause 12 (New Senior Liabilities) of the Group Intercreditor Agreement; and


(b)	designating Facility T as Designated Senior Liabilities in accordance with Clause 8.2 (Designated Senior Liabilities) of the HYD Intercreditor Agreement.


3.	Legal Opinions

An English law legal opinion of Xxxxx & Xxxxx LLP addressed to the Finance Parties covering:


(a)	the due incorporation, capacity and authorisation of the Company and the Borrower; and


(b)	the relevant obligations to be assumed by the Borrower and the Company under the Relevant Finance Documents to which it is a party being legal, valid, binding and enforceable against it.


4.	Acceding Borrower/Guarantor and Permitted Affiliate Parent designation

The Facility Agent has received all of the documents and other evidence listed in Clause 25.1 (Permitted Affiliate Group Designation), 25.2 (Acceding Borrowers) and Schedule 8 (Accession Documents) of the Credit Agreement such that, upon dating such documents (which will occur no later than the date of the Utilisation Request in respect of Facility T), the Borrower will be designated as a Permitted Affiliate Parent and become an Acceding Borrower and an Acceding Guarantor.

SCHEDULE 3

[Intentionally left blank]

SCHEDULE 4

THIRD AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS

All references to Clauses, Paragraphs, Schedules and definitions contained in this Schedule 4 are to Clauses, Paragraphs, Schedules and definitions of the Credit Agreement. All capitalised terms used in this Schedule 4 but not defined shall have the meanings given to such terms in the Credit Agreement.

References in this Schedule 4 to “recent Liberty precedents” shall be construed to mean any Liberty Global Reference Agreement.


1.	Group Intercreditor Agreement: amend the Group Intercreditor Agreement to include the following definition of Encumbrance:

“Encumbrance” means:


(a)	a mortgage, charge, pledge, lien, encumbrance or other security interest securing any obligation of any person;


(b)	any arrangement under which money or claims to, or the benefit of, a bank or other account may be applied, set-off or made subject to a combination of accounts so as to effect payment of sums owed or payable to any person; or


(c)	any other type of agreement or preferential arrangement (including title transfer and retention arrangements) having a similar effect.”

SCHEDULE 5

FOURTH AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS

All references to Clauses, Paragraphs, Schedules and definitions contained in this Schedule 5 are to Clauses, Paragraphs, Schedules and definitions of the Credit Agreement. All capitalised terms used in this Schedule 5 but not defined shall have the meanings given to such terms in the Credit Agreement.

References in this Schedule 5 to “recent Liberty precedents” shall be construed to mean any Liberty Global Reference Agreement.


1.	Break Costs: amend sub-paragraph (a)(i) of the definition of “Break Costs” in Clause 1.1 (Definitions) to include the words “and the effect of any interest rate floor” after the words “excluding the Margin” in parentheses.

Interest: in Clause 14.2 (Duration) delete the words “(i) one, two, three or six months in respect of each Term Facility, or, in each case, such other period of up to 12 months as all the Lenders holding Commitments (in the case of the first Interest Period for a Term Facility Advance, and thereafter, Outstandings) under the relevant Facility may agree with the Borrower and (ii)” and replace them with the following words:

“(i) one, two, three or six months in respect of each Term Facility; (ii) any shorter period agreed by the relevant Borrower and the Facility Agent; (iii) any longer period of up to 12 months agreed by the relevant Borrower and the Facility Agent (acting on the instruction of the Instructing Group in relation to the relevant Facility); or (iv)”.


3.	Permitted Financing Action:


(a)	amend paragraph (c) of Clause 12.4 (Miscellaneous provisions) to add the following words to the end of that paragraph:

“(except to the extent any part of an Advance is to be repaid on a cashless basis as part of a Permitted Financing Action)”.


(b)	amend Clause 32.1 (Payments to the Facility Agent) to add the following words to the end of that Clause:

“, in each case, other than any payment to be made on a cashless basis as part of a Permitted Financing Action.”


(c)	amend Clause 32.3 (Clear Payments) to add the following words to the end of that Clause:

“, in each case, other than any payment to be made on a cashless basis as part of a Permitted Financing Action.”

SCHEDULE 6

FIFTH AMENDMENTS, WAIVERS, CONSENTS AND OTHER MODIFICATIONS

All references to Clauses, Paragraphs, Schedules and definitions contained in this Schedule 6 are to Clauses, Paragraphs, Schedules and definitions of the Credit Agreement. All capitalised terms used in this Schedule 6 but not defined shall have the meanings given to such terms in the Credit Agreement.

References in this Schedule 6 to “recent Liberty precedents” shall be construed to mean any Liberty Global Reference Agreement.


1.	ERISA


(a)	Delete the definition of “Reportable Event” in Clause 1.1 (Definitions).


(b)	Delete Clause 23.22 (ERISA) and replace it with the following:

“23.22 ERISA


(a)	Each Obligor must ensure that it shall not at any time establish, maintain, contribute to, or be required or permitted to contribute to, any Plan, or become a guarantor with respect to any Plan.


(b)	No Obligor will take any action that it knows is reasonably likely to cause it to incur any liability in respect of any Plan of an ERISA Affiliate.”


2.	Amendments


(a)	Delete Clause 42.12 (Replacement of Screen Rate).


(b)	Amend Clause 42.13(b)(ii) (Disenfranchisement of Defaulting Lenders) to delete “or (c)” and replace it with “, (c) or (d)”.


3.	Releases


(a)	Add a new paragraph (f) to Clause 42.7 (Release of Guarantees and Security) as follows:

“(f) The Company may designate that any Affiliate Subsidiary is no longer an Affiliate Subsidiary and require the Security Trustee to, and the Security Trustee shall (and it is hereby authorised by the other Relevant Finance Parties to) at the cost of the Company, execute such documents as may be required or desirable to effect the release of the guarantees provided and Security granted in connection with the accession of such Affiliate Subsidiary as a Guarantor (“Affiliate Subsidiary Release”); provided that

immediately after giving effect to such Affiliate Subsidiary Release, either (i) the Guarantors at the relevant time represent a percentage which is greater than that required to satisfy the 80% Security Test such that it would continue to be satisfied or (ii) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof and either (1) an Obligor could incur at least £1 of additional Financial Indebtedness pursuant to paragraph (b)(xxiv) of Clause 23.13 (Restrictions on Financial Indebtedness) or (2) the ratios of Senior Net Debt to Annualised EBITDA and of Total Net Debt to Annualised EBITDA would be no greater than they were immediately prior to giving effect to such designation, in each case, on a pro forma basis taking into account such Affiliate Subsidiary Release.”


(b)	Add a new paragraph (g) and a new paragraph (h) to Clause 42.7 (Release of Guarantees and Security) as follows:

“(g) The Security Trustee shall (and it is hereby authorised by the other Relevant Finance Parties to) at the cost of the Company, execute such documents as may be required or desirable to effect the release of any guarantees and/or Security which it is necessary or desirable to release in connection with any Permitted Tax Reorganisation provided that any equivalent guarantees and/or Security in respect of any other Pari Passu Lien Obligations are released simultaneously.”; and

“(h) The Security Trustee shall (and it is hereby authorised by the other Relevant Finance Parties to) upon the occurrence of a Permitted Guarantee Release, at the cost of the Company, execute such documents as may be required or desirable to effect the release of any guarantees and Security (other than Security in respect of (i) the shares in the Company and (ii) intercompany receivables payable by the Company) granted by the Parent.”


(c)	Insert new definitions in Clause 1.1 (Definitions) as follows:

““Pari Passu Lien Obligations” means any Financial Indebtedness that has equal or substantially equal Security Interest priority to the Facilities on the Security (taking into account any intercreditor arrangements).

“Permitted Guarantee Release” means the release, at the option of the Company at any time when all Pari Passu Lien Obligations permit, of any guarantee granted by the Parent provided that all other guarantees granted by the Parent in connection with all other Pari Passu Lien Obligations are released simultaneously.”


4.	Permitted Security

Amend the definition of “Permitted Security Interest” in Clause 23.8(b) (Negative pledge) as follows:


(a)	At sub-paragraph (xi), replace the words “over or affecting any asset acquired by a member of the Bank Group” with “over or affecting any asset (including any shares) acquired by a member of the Bank Group”.


(b)	At sub-paragraph (xii), replace the words “over or affecting any asset of any company which becomes a member of the Bank Group” with “over or affecting any asset of, or shares in, any company which becomes a member of the Bank Group”.


(c)	At sub-paragraph (x), insert the words “or any Refinancing Indebtedness in respect of such Financial Indebtedness” after reference to “Clause 23.13 (Restrictions on Financial Indebtedness)”.

(d)

At sub-paragraph (xi), insert the words “and Security Interests created, incurred or assumed in connection with any Refinancing Indebtedness in respect of Financial Indebtedness pursuant to which any Security Interest over or affecting any asset (including any shares) acquired by a member of the Bank Group after the Signing Date was granted” after the first reference to “the relevant acquisition or transaction”.

(e)

At sub-paragraph (xii), insert the words “and Security Interests created, incurred or assumed in connection with any Refinancing Indebtedness in respect of Financial Indebtedness pursuant to which any Security Interest over or affecting any asset of, or shares in, any company which becomes a member of the Bank Group after the Signing Date was granted” after the first reference to “the relevant acquisition or transaction”.


(f)	At sub-paragraph (xlvi), delete “three” and replace with “five”.


5.	Increase Lender

At sub-paragraph (iii) of Clause 2.3(g) (Increase), replace reference to “participating Lender” with “relevant Increase Lender”.


6.	Loans and Guarantees


(a)	Amend Clause 23.15 (Loans and guarantees) at sub-paragraph (m)(iv) to delete the reference to “is likely to” and replace with “will”.


(b)	Delete sub-paragraph (q) of Clause 23.15 (Loans and guarantees) and replace it with the following:

“(q) any guarantees or similar undertakings granted by any member of the Bank Group in favour of any tax authority in respect of any obligations of a member of the Bank Group in respect of tax in order to facilitate the winding

up of any member of the Bank Group provided that the Facility Agent shall have first received confirmation from the Company that based on discussions with such tax authority and the Company’s reasonable assumptions, the Company does not believe that the liability under such guarantee will exceed £15,000,000 (such confirmation to be supported by a letter from the Company’s auditors for the time being, confirming that based on the Company’s calculations of such tax liability the Company’s confirmation is a reasonable assessment of such tax liability);”


(c)	Amend Clause 23.15(u) (Loans and guarantees) to delete “(xvi)”.


(d)	Delete Clause 23.15(gg) (Loans and guarantees) and replace it with the following:

“(gg) any guarantee of any Financial Indebtedness of any Parent Entity that is given by an Affiliate Subsidiary or another member of the Bank Group provided that (i) on the date of incurrence of such guarantee the ratio of Total Net Debt to Annualised EBITDA on a pro forma basis would not exceed 5.50:1 (provided that outstanding Total Net Debt for the purpose of calculating such ratio under this paragraph shall include any Financial Indebtedness represented by guarantees by any member of the Bank Group of Financial Indebtedness of any Parent Entity), (ii) such guarantee is expressed to be subordinated to the liabilities of such Affiliate Subsidiary or other member of the Bank Group (as applicable) under the Relevant Finance Documents and (iii) no Event of Default is continuing or occurs as a result of such Financial Indebtedness of that Parent Entity being raised or issued; and”.


7.	Ancillary Facility Lender

Delete the definition of Ancillary Facility Lender and replace it with the following:

““Ancillary Facility Lender” means each Lender (or Affiliate of a Lender) which makes available an Ancillary Facility in accordance with Clause 6 (Ancillary Facilities).”


8.	Wider Group

Amend paragraphs (a) and (b) of the definition of Wider Group to add the words “(other than a member of the Bank Group)” at the end, and make all necessary consequential changes in line with recent Liberty precedent to include members of the Bank Group in the Credit Agreement where the term Wider Group is used as appropriate.


9.	Share Capital

Amend Clause 23.18 (Share capital) to add the following exceptions:

“any payment to an Obligor (or, if not paid directly, results in the creation of a receivable from an Obligor or member of the Bank Group towards the Obligor effecting the capital decrease or share redemption);

to the extent such reduction, repurchase or redemption is by a non-Obligor in favour of a shareholder that is a non-Obligor and pro rata in respect of any shareholders with minority interests;

to the extent it is carried out through an incorporation of losses;

to the extent it relates to the cancellation of the share capital of any member of the Bank Group or any Obligor.”


10.	Intercreditor Arrangements

(a)

Amend the intercreditor arrangements under the Group Intercreditor Agreement, the HYD Intercreditor Agreement and the Security Trust Agreement, by entering into the amendment and restatement deed contained in Schedule 7 (ICA Amendment and Restatement Deed) to this Additional Facility T Accession Deed (the “ICA Amendment and Restatement Deed”), in order to amalgamate such documents into a single document, the form of which shall be substantially similar to that contained in Schedule 2 (Amended Group ICA) of the ICA Amendment and Restatement Deed (the “New ICA”), together with such minor, technical, conforming or other necessary changes required by the Company to bring the New ICA into effect.


(b)	Contemporaneously with the amendment in paragraph 10(a) above being effected, the following changes shall be made to the Credit Agreement:


(i)	Amend the definition of Group Intercreditor Agreement to include the date on which the amendment and restatement in paragraph 10(a) above becomes effective and make any conforming and/or consequential changes necessary as a result of the adoption of the New ICA.


(ii)	Subject to the amendments detailed in paragraphs 10(b)(xv), 10(b)(xvi), 10(b)(xvii) and 10(b)(xviii) below, amend the Credit Agreement to delete all references to “HYD Intercreditor Agreement”, “Supplemental HYD Intercreditor Agreement” and “Security Trust Agreement” and make any conforming and/or consequential changes necessary as a result of such deletions.


(iii)	Delete limb (e) of the definition of Additional Senior Secured Notes and replace it with the following:

“(e) that are designated as “Senior Secured Notes” (i) by written notice from the Company to the Facility Agent and (ii) in accordance with the Group Intercreditor Agreement including by written notice from the Company to the Facility Agent and the Security Trustee, in each case, by the date when the consolidated financial statements are due to be provided pursuant to Clause 23.2 (Financial information) for the first full Financial Quarter after the issuance of the relevant notes.”.


(iv)	Delete limb (b) of the definition of Bank Group and amend limb (c) of the definition of Bank Group to delete the words “including for the purposes of the definition of “Bank Group” under the Group Intercreditor Agreement” before the colon.


(v)	Delete limb (b) of the definition of Instructing Group and make any necessary consequential changes to the definition of Instructing Group as a result of such deletion.


(vi)	Amend limb (c)(ii) of the definition of Subordinated Funding to delete reference to “Intergroup Debtor” and “Intergroup Creditor” and replace them with “Debtor” and “Intra-Group Lender”, respectively.


(vii)	Delete Clause 23.32 (Undertakings in Respect of the Group Intercreditor Agreement) and replace it with the following:

“23.32 Undertakings in Respect of the Group Intercreditor Agreement

The Company shall not, without the consent of the Facility Agent (acting on the instructions of the Instructing Group), designate any liabilities, other than any Senior Secured Notes or any other Financial Indebtedness permitted to be (i) incurred under Clause 23.13 (Restrictions on Financial Indebtedness) and (ii) secured pursuant to Clause 23.8 (Negative pledge), as “Senior Secured Liabilities” or “Pari Passu Debt Liabilities” under the Group Intercreditor Agreement.”.


(viii)	Amend Clause 26.11 (Unlawfulness) to delete reference to “Intergroup Creditor” and replace it with “Intra-Group Lender”.


(ix)	Amend Clause 26.12 (Repudiation) to delete reference to “Intergroup Creditor” and replace it with “Intra-Group Lender”.


(x)	Amend Clause 29.18 (Accession documents) to delete reference to “Deed of Accession” and replace it with “Creditor Accession Undertaking”.


(xi)	Delete Clause 29.19 (Security Trustee).


(xii)	Amend paragraph 7 of Schedule 8 (Accession Documents) to delete the words “Intergroup Creditor, Intergroup Debtor” in the second line and replace them with “Intra-Group Lender, Debtor”.


(xiii)	Delete paragraph 3 of Part 2 (Conditions Precedent to Additional Facility Utilisation) of Schedule 9.


(xiv)	Amend paragraph 3(c) of Schedule 19 (Agreed Security Principles) to replace the word “Relevant” in the second line with “applicable”.


(xv)	Amend limb (e)(ii) of the definition of Additional High Yield Notes to delete “HYD Intercreditor Agreement or a Supplemental HYD Intercreditor Agreement” and replace with “Group Intercreditor Agreement”.


(xvi)	Amend limb (c)(ii) of the definition of High Yield Refinancing to delete “HYD Intercreditor Agreement or a Supplemental HYD Intercreditor Agreement” and replace with “Group Intercreditor Agreement”.


(xvii)	Amend limb (c)(ii) of the definition of Parent Intercompany Debt to delete “HYD Intercreditor Agreement or a Supplemental HYD Intercreditor Agreement” and replace with “Group Intercreditor Agreement”.


(xviii)	Amend Clause 23.14(c)(x)(A) (Restricted Payments) to delete “High Yield Trustee Amounts (as such term is defined in the HYD Intercreditor Agreement)” and replace with “High Yield Notes Trustee Amounts (as such term is defined in the Group Intercreditor Agreement)”.


(xix)	Amend Clause 23.15(m)(i) (Loans and guarantees) to delete “High Yield Trustee Amounts (as such terms are defined in the HYD Intercreditor Agreement)” and replace with “High Yield Notes Trustee Amounts (as such terms are defined in the Group Intercreditor Agreement)”.


(xx)	Delete Clause 42.7(d)(i) (Release of Guarantees and Security) and replace it with:

“(i) permitted under the Group Intercreditor Agreement,”.


(xxi)	Amend Clause 28 (Guarantee and Indemnity) by deleting all references to “Hedging Obligor” and make any conforming and/or consequential changes necessary as a result of such deletions (provided that, for the avoidance of doubt, such deletions and amendments shall be without prejudice to any rights and obligations accrued with respect to those provisions at such time).


(xxii)	Delete the definition of Relevant Finance Parties and replace it with the following:

“Relevant Finance Parties” means the Facility Agent, the Arrangers, the Bookrunners, the Security Trustee and/or the Lenders and “Relevant Finance Party” means any of them.


(xxiii)	Delete the definition of Finance Parties and replace it with the following:

“Finance Parties” means the Facility Agent, the Arrangers, the Bookrunners, the Security Trustee, the Lenders, the holders of any Senior Secured Notes and the trustees and/or agents in respect of any Senior Secured Notes and “Finance Party” means any of them.


(c)	Delete the definition of Barclays Intercreditor Agreement and limb (i) of the definition of Relevant Finance Documents.


11.	Unrestricted Subsidiary

Delete the definition of Unrestricted Subsidiary and replace it with the following:

““Unrestricted Subsidiary” means:

(a) Virgin Media Trade Receivables Intermediary Financing Limited; and

(b) any Subsidiary of the Company, any Subsidiary of any Permitted Affiliate Parent, any Subsidiary of an Affiliate Subsidiary and any Subsidiary of Virgin Media Communications that is not an Obligor which is designated by the Company or any Permitted Affiliate Parent in writing as an Unrestricted Subsidiary.”


12.	UPC Ireland

Delete all references to “UPC Ireland Share Acquisition” and “UPC Ireland Acquisition” and make any consequential changes.


13.	Permitted Financial Indebtedness


(a)	Delete Clause 23.13(b)(xi) (Restrictions on Financial Indebtedness) and replace it with the following:

“(xi) any Financial Indebtedness of a company which (A) is acquired by, or merged, consolidated, amalgamated or otherwise combined with (including pursuant to any acquisition of assets and assumption of related liabilities), a member of the Bank Group after the Signing Date and such acquisition, merger, consolidation, amalgamation or combination is permitted by Clause 23.12 (Acquisitions and mergers) or (B) becomes an Affiliate Subsidiary after the Signing Date; where such Financial Indebtedness existed at the date of (x) in the case of (A), completion of such acquisition, merger, consolidation, amalgamation or combination and (y) in the case of (B), the company becoming an Affiliate Subsidiary, provided that the amount of such Financial Indebtedness is not increased beyond the amount in existence at the date described in (x) and/or (y) (as applicable) (subject to the accrual of interest);”


(b)	Amend Clause 23.13(b)(xxix) (Restrictions on Financial Indebtedness) to insert “commodity trading or brokerage accounts,” after “overdraft,”.


(c)	Amend Clause 23.13(b)(xxx) (Restrictions on Financial Indebtedness) to delete reference to “otherwise permitted under this Agreement”.


(d)	Amend Clause 23.13(b)(xxxvii)(B) (Restrictions on Financial Indebtedness) to delete “three” and replace it with “five”.


(e)	Amend Clause 23.13(b)(xxxv) (Restrictions on Financial Indebtedness) to insert “after giving pro forma effect to the relevant acquisition or other transaction and the incurrence of such Financial Indebtedness pursuant to this paragraph” immediately after “(2) the ratio of Senior Net Debt to Annualised EBITDA”.


14.	Financial Indebtedness


(a)	Delete limb (f)(ix) of the definition of Financial Indebtedness and replace it with the following:

“(ix) any Lease Obligations;”


(b)	Insert a new definition in Clause 1.1 (Definitions) as follows:

““Lease Obligations” means collectively obligations under any finance, capital or operating lease in accordance with GAAP.”


15.	Equity Equivalent Funding

Delete limbs (c) and (d) from the definition of Equity Equivalent Funding in Clause 1.1 (Definitions).


16.	Parent Intercompany Debt

Delete limbs (a) and (b) from the definition of Parent Intercompany Debt in Clause 1.1 (Definitions) and make any consequential amendments.


17.	Increased Costs

(a)

Amend Clause 18.1 (Increased Costs) to delete both references to “the Signing Date” and replace with “the later of the date upon which (i) the Relevant Finance Party, who has incurred any Increased Cost which is the subject of this Clause, becomes a Party in accordance with the provisions this Agreement or (ii) in the case of a Lender where the Facility under which such Lender initially had a Commitment when it became a Party has been cancelled, the first day of the Availability Period for the Facility under which such Lender has a Commitment (it being acknowledged that, where such Lender has Commitments under more than one Facility and such Facilities’ Availability Periods commenced on different dates, the relevant date shall be the earlier of the dates)”.


(b)	Amend the definition of CRD IV in Clause 18.3(b) (Exceptions) to delete “and the prudential supervision of credit institutions” immediately after “the activity of credit institutions”.


18.	Legal Reservations


(a)	Insert a new definition in Clause 1.1 (Definitions) as follows:

““Legal Reservations” means:

(a) the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court, the principle of reasonableness and fairness, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, court protection, examinership, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors;

(b) the time barring of claims under applicable limitation laws, the possibility that an undertaking to assume liability for or to indemnify a person against non-payment of stamp duty may be void and defences of set-off or counterclaim; and

(c) any other general principles which are set out as qualifications or reservations as to matters of law in any legal opinion delivered under any Finance Document including (whether or not set out in such legal opinion) the qualification that security purporting to create fixed charges may create floating charges.”


(b)	Amend Clause 21.4(a) (Legal validity) to delete reference to “any relevant reservations or qualifications as to matters of law contained in any legal opinion delivered under this Agreement” and replace with reference to “the Legal Reservations”.


(c)	Amend Clauses 21.4(b) and (c) (Legal validity) to delete reference to “any relevant reservation or qualification as to matters of law contained in any legal opinion referred to in paragraph (a) above” and replace with reference to “the Legal Reservations”.


(d)	Amend Clause 21.6 (Consents) to delete reference to “any relevant reservations or qualifications contained in any legal opinion referred to in Clause 21.4(a) (Legal validity) above” and replace with reference to “the Legal Reservations”.

(e)

Amend Clauses 21.22 (Claims Pari Passu) and 36.2(b)(iii) (Resignation of a Borrower) and paragraph (c) of the form of Resignation Letter contained in Schedule 17 (Form of Resignation Letter) to delete reference to “any relevant reservations or qualifications contained in any legal opinion referred to in Clause 21.4(a) (Legal validity)” and replace with reference to “the Legal Reservations”.


(f)	Amend paragraph 3 of Schedule 8 (Accession Documents) to delete reference to “the reservations referred to in Clause 21.4(a) legal validity” and replace with reference to “the Legal Reservations”.


(g)	Amend paragraph 3 of Schedule 19 (Agreed Security Principles) to delete reference to “any legal opinion referred to in Clause 21.4(a)” and replace with reference to “the Legal Reservations”.


(h)	Delete the definition of Legal Opinions in Clause 1.1 (Definitions).


19.	Financial Covenant


(a)	Amend the definition of Senior Debt in Clause 22.1 (Financial definitions) to delete limb (c) of such definition and replace it with the following:

“(c) any Financial Indebtedness referred to in Clauses 23.13(b)(viii), 23.13(b)(xii), 23.13(b)(xiii), 23.13(b)(xvii), 23.13(b)(xxvii), 23.13(b)(xxx) and 23.13(b)(xxxvii) (Restrictions on Financial Indebtedness), and for a period of six months following the date of completion of an acquisition referred to in Clause 23.13(b)(xi) or 23.13(b)(xxxv) and to the extent outstanding as at the relevant time, Clauses 23.13(b)(xi) and 23.13(b)(xxxv) (Restrictions on Financial Indebtedness);”.


(b)	Amend the definition of Total Debt in Clause 22.1 (Financial definitions) to delete limb (c) of such definition and replace it with the following:

“(c) any Financial Indebtedness referred to in Clauses 23.13(b)(viii), 23.13(b)(xii), 23.13(b)(xiii), 23.13(b)(xvii) and 23.13(b)(xxxvii) (Restrictions on Financial Indebtedness), and for a period of six months following the date of completion of an acquisition referred to in Clause 23.13(b)(xi) or 23.13(b)(xxxv) and to the extent outstanding as at the relevant time, Clauses 23.13(b)(xi) and 23.13(b)(xxxv) (Restrictions on Financial Indebtedness);”


20.	Restricted Payment


(a)	Amend the definition of Permitted Payment to delete “(xvi)” from Clause 23.14(c)(xiv) (Restricted Payments).


(b)	Amend the definition of Permitted Payment to delete each reference to “three” from Clause 23.14(c)(xli) (Restricted Payments) and replace them with “five”.


(c)	Amend the definition of Permitted Payment by amending the current Clause 23.14(c)(xli) (Restricted Payments) so that it becomes Clause 23.14(c)(xliii) (Restricted Payments) (and update all references in the Credit Agreement to Clause 23.14(c)(xli) (Restricted Payments) accordingly) and inserting:


(i)	a new Clause 23.14(c)(xli) (Restricted Payments) as follows:

“in connection with any transfer of the equity interests in a member of the Bank Group provided that (A) the ratio of Senior Net Debt to Annualised EBITDA would not be greater than it was immediately prior to the relevant transfer and (B) such member of the Bank Group whose equity interests have been transferred pursuant to this paragraph, becomes an Affiliate Subsidiary within 3 Business Days of such transfer;”; and


(ii)	a new Clause 23.14(c)(xlii) (Restricted Payments) as follows:

“following a Public Offering of the Company or a Permitted Affiliate Parent or any Parent Entity, the declaration and payment by the Company, any Permitted Affiliate Parent or any Parent Entity, or the making of any cash payments, advances, loans, dividends or distributions to any Parent Entity to pay, dividends or distributions on the Capital Stock (as defined in Clause 12.1 (Change of Control)), common stock or common equity interests of the Company, any Permitted Affiliate Parent or any Parent Entity; provided that the aggregate amount of all such dividends or distributions under this paragraph shall not exceed in any financial year the greater of (A) 6 per cent. of the Net Cash Proceeds of such Public Offering or subsequent equity offering by the Company or any Permitted Affiliate Parent or contributed to the capital of the Company or any Permitted Affiliate Parent by any Parent Entity in any form and (B) following the Initial Public Offering, an amount equal to the greater of (1) 7 per cent. of the Market Capitalisation and (2) 7 per cent. of the IPO Market Capitalisation;”.


(d)	Insert the following definitions in Clause 1.1 (Definitions) in their correct alphabetic positions in connection with the new Clause 23.14(c)(xlii) (Restricted Payments):

““Initial Public Offering” means an equity offering of common stock or other common equity interests of the Company, any Permitted Affiliate Parent or any Parent Entity (the “IPO Entity”) following which there is a Public Market and, as a result of which, the shares of the common stock or other common equity interests of the IPO Entity in such offering are listed on an internationally recognised exchange or traded on an internationally recognised market.

“IPO Market Capitalisation” means an amount equal to (a) the total number of issued and outstanding shares of Capital Stock (as defined in Clause 12.1 (Change of Control)) of the IPO Entity at the time of closing of the Initial Public Offering multiplied by (b) the price per share at which such shares of common stock or common equity interests are sold or distributed in such Initial Public Offering.

“Market Capitalisation” means an amount equal to (a) the total number of issued and outstanding shares of Capital Stock (as defined in Clause 12.1 (Change of Control)) of the IPO Entity on the date of the declaration of the relevant dividend, multiplied by (b) the arithmetic mean of the closing prices per share of such Capital Stock for the 30 consecutive trading days immediately preceding the date of the declaration of such dividend.

“Net Cash Proceeds” means, with respect to any issuance or sale of Capital Stock (as defined in Clause 12.1 (Change of Control)) and/or other capital contributions, the Cash proceeds of such issuance or sale net of legal fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commission and brokerage, consultant and other fees and charges actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available tax credit or deductions and any tax sharing arrangements).

“Public Market” means at any time after an equity offering has been consummated, shares of common stock or other common equity interests of the IPO Entity having a market value in excess of £75,000,000 on the date of such equity offering have been distributed pursuant to such equity offering.

“Public Offering” means any offering, including an Initial Public Offering, of shares of common stock or other common equity interests that are listed on an exchange or publicly offered (which shall include any offering pursuant to Rule 144A and/or Regulation S under the United States Securities Act of 1933 to professional market investors or similar persons).”


21.	80% Security Test

Amend the definition of 80% Security Test in Clause 1.1 (Definitions) to insert “, and such requirements shall at all times be subject to any grace period under this Agreement” after “80% Security Test numerator and denominator”.


22.	Bank Group

Amend the definition of Bank Group in Clause 1.1 (Definitions) to insert “and any Subsidiary of such Affiliate Subsidiary that is designated as a member of the Bank Group by the Company or a Permitted Affiliate Parent (provided that such designation shall only remain in effect whilst the relevant Affiliate Subsidiary has not been the subject of an Affiliate Subsidiary Release)” after each reference to “Affiliate Subsidiary” in the definition of Bank Group.


23.	Intra-Group Services

Amend the definition of Intra-Group Services in Clause 1.1 (Definitions):


(a)	delete reference to “on arms’ length terms” in limb (b);


(b)	insert “including stock and other incentive plans,” into limb (c)(ii) after “other benefits,”;


(c)	insert “or develop” into limb (c)(iii) after “to buy”;


(d)	delete limb (c)(iv) and replace with the following:

“(iv) the provision of treasury, audit, accounting, banking, strategy, IT, branding, marketing, network, technology, research and development, telephony, office, administrative, compliance, payroll or other similar services; and”;


(e)	delete “, in the ordinary course of business and on terms not materially less favourable to the relevant member of the Bank Group than arms’ length terms,” in limb (d).


24.	Holding Company Expenses

Amend limb (e) of the definition of Holding Company Expenses in Clause 1.1 (Definitions) to include “and/or a Permitted Tax Reorganisation” after “Post-Closing Reorganisation”.


25.	Agreed Security Principles

Amend Schedule 19 (Agreed Security Principles) to reflect the following agreed security principles in respect of security granted over real estate, bank accounts, fixed assets, insurance policies and intellectual property prior to the Asset Security Release Date and to make any consequential and/or conforming changes to Schedule 19 (Agreed Security Principles):

“Real estate

(a) There will be no obligation for a Security Provider to grant security over real property provided that a Security Provider may grant a floating charge (or other similar security) over any of its material freehold real property under a security document which charges all of the assets of the relevant Security Provider.

(b) There will be no obligation to investigate title, provide surveys or other insurance or environmental due diligence.

Bank accounts

(a) There will be no obligation for a Security Provider to grant security over its bank accounts provided that a Security Provider may grant a floating charge (or other similar security) over any of its material bank accounts under a security document which charges all of the assets of the relevant Security Provider. Any security over bank accounts shall be subject to any prior Security Interests and any other rights (including but not limited to set off rights) in favour of the bank which maintains the relevant account which are created either by law or in the standard terms and conditions of the relevant bank.

(b) No notices of any Security Interest over bank accounts will be required to be served on the bank which maintains the relevant account.

Fixed assets

There will be no obligation for a Security Provider to grant security over its fixed assets provided that a Security Provider may grant a floating charge (or other similar security) over any of its material fixed assets under a security document which charges all of the assets of the relevant Security Provider.

Insurance policies

(a) There will be no obligation for a Security Provider to grant security over its insurance policies provided that a Security Provider may grant a floating charge (or other similar security) over any of its material insurance policies which permit the granting of security over such insurance policies (excluding any third party liability or public liability insurance and any directors and officers insurance) under a security document which charges all of the assets of the relevant Security Provider.

(b) No notices of any Security Interest over insurance policies will be required to be served on the relevant insurer, no loss payee or other endorsement will be required to be made on the relevant insurance policy, no physically issued (if any) insurance policies will be required to be delivered to the Security Trustee (or any other Finance Party) and the Security Trustee will not (and neither will any other Finance Party) be required to be named as co-insured on the relevant insurance policies.

Intellectual property

(a) There will be no obligation for a Security Provider to grant security over its intellectual property provided that a Security Provider may grant a floating charge (or other similar security) over any of its material intellectual property which permit the granting of security over such intellectual property, in the terms of (if applicable) the relevant licensing agreement, under a security document which charges all of the assets of the relevant Security Provider.

(b) No notices of any Security Interest over intellectual property will be required to be served on the relevant counterparty to the licensing agreement, no security over any intellectual property will be required to be registered at any national or supra-national intellectual property registry and any security over intellectual property will be taken on an “as is, where is” basis and the Security Trustee will not (and no other Finance Party will) require any changes to be made to, or corrections of filings on, external intellectual property registers.”


26.	Business

Amend the definition of “Business” in Clause 1.1 (Definitions) as follows:

[““Business” means any:

(a) business engaged in by any Parent Entity or any member of the Bank Group on the [insert amendment and restatement date];

(b) business that consists of the upgrade, construction, creation, development, marketing, acquisition (to the extent permitted under this Agreement), operation, utilisation and maintenance of networks that use existing or future technology for the transmission, reception and delivery of voice, video and/or other data (including networks that transmit, receive and/or deliver services such as multi-channel television and radio, programming, telephony (including for the avoidance of doubt, mobile telephony), internet services and content, high speed data transmission, video, multi-media and related activities);

(c) other activities that are reasonably similar, ancillary, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which any Parent Entity or any member of the Bank Group are engaged from time to time, including, without limitation, all forms of television, telephony (including, for the avoidance of doubt, mobile telephony) and internet services and any services relating to carriers, networks, broadcast or communications services, or Content; or

(d) business that comprises being a Holding Company of one or more persons engaged in any such business.”]


27.	Resignation of Obligors

Replace Clause 36.2 (Resignation of a Borrower) with a new “Clause 36.2 (Resignation of an Obligor (other than the Company))” to the Credit Agreement on terms consistent with those in Clause 29.12 (Resignation of an Obligor (other than the Company)) of the credit agreement originally dated 1 August 2007 between, among others, Telenet BVBA as the Company and The Bank of Nova Scotia as the Facility Agent as last amended and restated on 6 April 2020 and make any consequential changes.


28.	Change in Tax Law

Delete the definition of Change in Tax Law in Clause 1.1 (Definitions) and replace it with the following:

““Change in Tax Law” means the introduction, implementation, repeal, withdrawal or change in any Law relating to taxation (other than (a) a change in a Relevant Covered Tax Agreement (or the interpretation, administration or application of a Relevant Covered Tax Agreement) that occurs pursuant to the MLI and in accordance with MLI Reservations or MLI Notifications made by (on the one hand) the MLI Lender Jurisdiction and (on the other hand) the MLI Borrower Jurisdiction, where each relevant MLI Reservation or MLI Notification satisfies the MLI Disclosure Condition and (b) a change arising as a result of the withdrawal (or any vote or referendum electing to withdraw) of the United Kingdom from the European Union) in the case of a participation in an Advance by a Lender after the later of the date upon which (i) such Lender became a Party to this Agreement or (ii) if the Facility under which such Lender initially had a Commitment when it became a Party has been cancelled, the first day of the Availability Period for the Facility under which such Lender has a Commitment (it being acknowledged that, where such Lender has Commitments under more than one Facility and such Facilities’ Availability Periods commenced on different dates, the relevant date shall be the earlier of the dates).”


29.	Default

Amend the definition of Default in Clause 1.1 (Definitions) to insert “provided that any such event or circumstance which requires the satisfaction of a condition as to materiality before it becomes an Event of Default shall not be a Default unless that condition is satisfied” after “be an Event of Default”.


30.	Acceleration

Amend Clause 26.19 (Acceleration) and Clause 26.20 (Revolving Facility Acceleration) to insert a new paragraph as follows (and to make the consequential changes required to the numbering of the existing paragraphs in Clause 26.19 (Acceleration) and Clause 26.20 (Revolving Facility Acceleration)):

“(b) Any notice of Default or Event of Default, notice of acceleration or instruction to the Facility Agent to provide a notice of Default or Event of Default or notice of acceleration, or to take any other action with respect to an alleged Default or Event of Default, may not be given with respect to any Default or Event of Default notified to the Facility Agent, reported publicly or which the Facility Agent otherwise became aware of, in each case, more than two years prior to such notice or instruction.”.


31.	Security Trustee replacement

Delete the words “delivered anytime within six months of the Closing Date” in paragraph (b) of Clause 29.19 (Security Trustee).


32.	Spectrum Licenses

Amend the definition of Permitted Transaction in Clause 1.1 (Definitions) to insert a new paragraph as follows:

“any acquisition or purchase of a spectrum license;”.


33.	Transfers by Lenders

Amend Clause 36.4(b) (Assignments or Transfers by Lenders) to insert “other than Clause 36.5 (Sub-participation)” immediately after “Notwithstanding any other provision of this Agreement”.

SCHEDULE 7

ICA AMENDMENT AND RESTATEMENT DEED

[●] 2020

BETWEEN

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

as Company

VIRGIN MEDIA FINANCE PLC

as Parent

THE OBLIGORS

THE BANK OF NOVA SCOTIA
as Facility Agent

BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED
as Authorised Representative

THE EFFECTIVE DATE HEDGE COUNTERPARTIES

BANK OF NEW YORK MELLON
as High Yield Trustee

DEUTSCHE BANK AG, LONDON BRANCH
as Security Trustee

and others

AMENDMENT AND RESTATEMENT DEED

TABLE OF CONTENTS



		Page

1.	INTERPRETATION	4

2.	AMENDMENT OF THE GROUP ICA, HIGH YIELD ICA AND SECURITY TRUST AGREEMENT	5

3.	BARCLAYS INTERCREDITOR	5

4.	REPRESENTATIONS	5

5.	GUARANTEE AND SECURITY	6

6.	ACKNOWLEDGEMENTS	6

7.	CONFIRMATIONS	7

8.	MISCELLANEOUS	8

9.	GOVERNING LAW	9

SCHEDULE 1 CONDITIONS PRECEDENT		10

SCHEDULE 2 AMENDED GROUP ICA		11

THIS DEED is dated [●] and made

BETWEEN:


(1)	THE BANK OF NOVA SCOTIA in its capacity as “Senior Agent” under, and as defined in, the High Yield ICA, as “Facility Agent” under, and as defined in, the Group ICA and the Security Trust Agreement and, from the Effective Date, as “Effective Date Senior Agent” under, and as defined in, the Amended Group ICA (the “Effective Date Senior Agent”);


(2)	THE BANK OF NEW YORK MELLON in its capacity as “High Yield Trustee” under, and as defined in, the High Yield ICA, and from the Effective Date as “High Yield Notes Trustee” under, and as defined in, the Amended Group ICA (the “High Yield Notes Trustee”);

(3)

BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED in its capacity as a “Senior Finance Party” under, and as defined in, the High Yield ICA, an “Authorised Representative” under, and as defined in, the Group ICA and the Security Trust Agreement and, from the Effective Date, as “Effective Date Senior Secured Notes Trustee” under, and as defined in, the Amended Group ICA (the “Effective Date Senior Secured Notes Trustee”);


(4)	THE EFFECTIVE DATE HEDGE COUNTERPARTIES named in Schedule 10 (Effective Date Hedge Counterparties) of the Amended Group ICA;


(5)	VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED a private limited company incorporated in England and Wales with registered number 03173552 and having its registered address at 000 Xxxxx Xxxxx, Xxxxxxx, Xxxxxx Xxxxxxx XX0 0XX (“the Company”);


(6)	THE EFFECTIVE DATE SUBORDINATED CREDITORS named in Schedule 7 (Effective Date Subordinated Creditors) of the Amended Group ICA;


(7)	THE EFFECTIVE DATE DEBTORS named in Schedule 8 (Effective Date Debtors) of the Amended Group ICA;


(8)	THE EFFECTIVE DATE INTRA-GROUP LENDERS named in Schedule 9 (Effective Date Intra-Group Lenders) of the Amended Group ICA;


(9)	THE EFFECTIVE DATE SECURITY GRANTORS named in Schedule 11 (Effective Date Security Grantors) of the Amended Group ICA; and


(10)	DEUTSCHE BANK AG, LONDON BRANCH in its capacity as “Security Trustee” under, and as defined in, the Security Trust Agreement, the High Yield ICA and the Group

ICA and the “Security Agent” under, and as defined in, the Amended Group ICA (the “Security Agent”).

It is intended that this document takes effect as a deed notwithstanding that a Party may only execute it under hand.

BACKGROUND


(A)	We refer to:


(a)	the security trust agreement dated 3 March 2006 as amended and restated on 19 January 2010 and made between, among others, the Security Agent and the Company (the “Security Trust Agreement”);


(b)	the group intercreditor deed 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 and 19 April 2017 and made between, among others, the Security Agent and the Company (the “Group ICA”), and as further amended and restated by this Deed (the “Amended Group ICA”);


(c)	the high yield intercreditor deed dated 13 April 2004 as amended and restated on 30 December 2009 and made between, among others, Virgin Media Finance PLC and the Company (the “High Yield ICA”); and


(d)	the intercreditor agreement dated 3 March 2006 and made between, amongst others, the Security Agent, Cable London Limited and Barclays Bank PLC (the “Barclays Intercreditor”).


(B)	This Deed is supplemental to and amends and restates the Group ICA, the High Yield ICA and the Security Trust Agreement.


(C)	The Barclays Discharge Date (as defined in the Barclays Intercreditor) has occurred and as such, the Barclays Intercreditor is no longer in force and effect.

(D)

Pursuant to Clause 21.2 (Amendments) of the Group ICA, the Instructing Party, the Hedge Counterparties, the Facility Agent, the Security Trustee, the Senior Lenders, the Relevant Agent (each such term as defined in the Group ICA) [and the Effective Date Senior Secured Notes Trustee on behalf of itself as an Authorised Representative, and each other Senior Finance Party in respect of a Series of Senior Liabilities] (each such term as defined in the Group ICA) have consented, subject to Clause 2(b) (Amendment of the Group ICA, High Yield ICA and Security Trust Agreement) of this Deed, to the amendments to the Group ICA being supplemented, amended and restated into the Amended Group ICA as contemplated by Clause 2(a) (Amendment of the Group ICA) of this Deed. [Accordingly, the Effective Date Senior Agent (in its capacity as Relevant

Agent under and as defined in the Group ICA) is authorised to sign this Deed on behalf of the other Beneficiaries (as defined in the Group ICA).]

(E)

Pursuant to Clause 10.1 (Amendments) of the Security Trust Agreement, the relevant Instructing Party (as defined in the Group ICA), the Facility Agent, the Security Trustee, the Senior Lenders and the Hedge Counterparties (each such term as defined in the Security Trust Agreement) have consented, subject to Clause 2(b) (Amendment of the Group ICA, High Yield ICA and Security Trust Agreement) of this Deed, to the Security Trust Agreement being supplemented, amended and restated into the Amended Group ICA as contemplated by Clause 2(a) (Amendment of the Group ICA) of this Deed. Accordingly, the Security Agent (in its capacity as Security Trustee under and as defined in the Security Trust Agreement) is authorised to sign this Deed on behalf of the other Beneficiaries (as defined in the Security Trust Agreement).

(F)

Pursuant to Clause 15.2 (Amendments) of the High Yield ICA, the Instructing Group, the Security Trustee, the Majority High Yield Creditors, the Senior Lenders and [the Hedge Counterparties] (each such term as defined in the High Yield ICA) have consented, subject to Clause 2(b) (Amendment of the Group ICA, High Yield ICA and Security Trust Agreement) of this Deed, to the High Yield ICA being supplemented, amended and restated into the Amended Group ICA as contemplated by Clause 2(a) (Amendment of the Group ICA) of this Deed. Accordingly, the Effective Date Senior Agent (in its capacity as Senior Agent under and as defined in the High Yield ICA) and the High Yield Notes Trustee (as High Yield Trustee under and as defined in the High Yield ICA) are authorised to sign this Deed on behalf of the other Senior Finance Parties (as defined in the High Yield ICA).

(G)

On or prior to the date of this Deed, the High Yield Discharge Date (as defined in the High Yield ICA) has occurred. The High Yield Notes Trustee (in its capacity as High Yield Trustee under, and as defined in, the High Yield ICA) is only party to this Deed to acknowledge that the High Yield Discharge Date has occurred and that no High Yield Trustee Amount or High Yield Trustee Direct Claims (each as defined in the High Yield ICA) are outstanding or shall arise.

(H)

[Pursuant to [insert relevant additional facility accession deeds, SSN indentures and HCP consent letters]1 (the “Consent Documents”), the Effective Date Senior Agent [and the Effective Date Senior Secured Notes Trustee (as applicable)] [is/are] required to, at the request of the Company, enter into a new intercreditor agreement substantially in the form attached to such Consent Documents on behalf of the creditors party to the Consent Documents.]

_______________

¹ To be updated closer to the date of execution.


(I)	Each Party acknowledges and agrees that the Amended Group ICA is substantially in the form attached to the Consent Documents.


(J)	The Company has requested (and hereby requests) that the Effective Date Senior Agent and the Effective Date Senior Secured Notes Trustee enter into the Amended Group ICA. Accordingly, the Effective Date Senior Agent and the Effective Date Senior Secured Notes Trustee [is/are] authorised to sign this Deed on behalf of all of the Lenders.

IT IS AGREED as follows:


1.	INTERPRETATION


1.1	Definitions


(a)	In this Deed:

“Effective Date” means the date on which the Effective Date Senior Agent notifies the Company that it has received all of the documents set out in Schedule 1 (Conditions precedent) to this Deed in form and substance satisfactory to the Effective Date Senior Agent (acting reasonably). The Effective Date Senior Agent must give this notification as soon as reasonably practicable;

“Finance Documents” has the meaning given to such term in the Original Senior Facilities Agreement; and

“Party” means a party to this Deed.


(b)	Capitalised terms defined in the Amended Group ICA have, unless expressly defined in this Deed, the same meaning in this Deed.


1.2	Construction


(a)	The provisions of Clause 1.2 (Construction) of the Group ICA apply to this Deed as though they were set out in full in this Deed except that references to “this Agreement” are to be construed as references to this Deed.

(b)

Where paragraph or Clause numbers in the Group ICA, the High Yield ICA or the Security Trust Agreement are referred to in any other Finance Document in force on the Effective Date, to the extent such paragraph or Clause has been superseded by the Amended Group ICA pursuant to Clause 2(a) (Amendment of the Group ICA, High Yield ICA and Security Trust Agreement) of this Deed, such paragraph or Clause numbers shall be read and construed, for the purpose of the relevant Finance Document only, so that the equivalent provision in the Amended Group ICA is instead referred to in each such Finance Document.

(c)

Subject to Clause 2(b) (Amendment of the Group ICA, High Yield ICA and Security Trust Agreement) of this Deed and notwithstanding any provision to the contrary in any Finance Document entered into prior to the Effective Date, in the case of any inconsistency or conflict between the terms of any Finance Document and the Amended Group ICA, the terms and provisions of the Amended Group ICA shall prevail.

(d)

Where paragraph or Clause numbers have changed in the Original Senior Facilities Agreement as a result of amendments to the Original Senior Facilities Agreement prior to the Effective Date, and such paragraph and Clause numbers are referred to in any other Finance Document in force on the Effective Date, such paragraph or Clause numbers shall be read and construed in the Original Senior Facilities Agreement, for the purposes of the relevant Finance Document only, so that the equivalent provision in the Original Senior Facilities Agreement (as at the Effective Date) is instead referred to in each such Finance Document.


2.	AMENDMENT OF THE GROUP ICA, HIGH YIELD ICA AND SECURITY TRUST AGREEMENT


(a)	With effect on and from the Effective Date, the Group ICA, the High Yield ICA and the Security Trust Agreement will be supplemented and amended and restated by this Deed so that they shall then be in effect in the form set out at Schedule 2 (Amended Group ICA) to this Deed.

(b)

Notwithstanding paragraph (a) above, to the extent relevant in respect of any Pre-Effective Date Security Documents, the definitions of “Beneficiaries”, “Designated Secured Obligations” and “Secured Obligations” (in the Group ICA and the Security Trust Agreement) and all other definitions in the Group ICA and Security Trust Agreement (to the extent they are used within the definitions of “Beneficiaries”, “Designated Secured Obligations” and “Secured Obligations” in the Group ICA and Security Trust Agreement) shall remain in full force and effect.


3.	BARCLAYS INTERCREDITOR

The Parties to this Deed acknowledge and confirm that the Barclays Discharge Date (as defined in the Barclays Intercreditor) has occurred and as such, the Barclays Intercreditor has been terminated and is no longer in force and effect.


4.	REPRESENTATIONS


(a)	The representations and warranties set out in Clause 11.9 (Subordinated Creditor Representations) of the Amended Group ICA are made on the date of this Deed by each Effective Date Subordinated Creditor.


(b)	The representations and warranties set out in Clause 12.8 (Representations: Intra- Group Lenders) of the Amended Group ICA are made on the date of this Deed by each Effective Date Intra-Group Lender.


5.	GUARANTEE AND SECURITY

With effect from the Effective Date, each Effective Date Debtor and (to the extent applicable) each Effective Date Security Grantor:


(a)	confirms its acceptance of the Amended Group ICA;


(b)	agrees that it is bound as a Debtor or as a Security Grantor (as applicable) by the terms of the Amended Group ICA; and


(c)	confirms and accepts that:


(i)	any Transaction Security created or given by it under a Pre-Effective Date Security Document will:


(A)	continue in full force and effect on the terms of the respective Finance Documents (including the Amended Group ICA, to the extent applicable); and


(B)	subject to Clause 2 (Amendment of the Group ICA, High Yield ICA and Security Trust Agreement) of this Deed, continue to extend to the Secured Obligations, under and as defined in paragraph [(a) or (b)] of that definition (as applicable) in the Amended Group ICA; and

(ii)

any guarantee or indemnity created or given by it under the Original Senior Facilities Agreement will continue in full force and effect on the terms of the respective Finance Documents (including the Amended Group ICA) and extend to all new obligations assumed by any Debtor under the Finance Documents as amended and restated by this Deed (including, but not limited to, any new obligations under the Amended Group ICA), subject to any applicable guarantee limitations set out in any relevant Finance Documents.


6.	ACKNOWLEDGEMENTS


(a)	On the Effective Date, the High Yield Notes Trustee (in its capacity as High Yield Trustee under, and as defined in, the High Yield ICA) agrees and acknowledges that it shall cease to be a party to the High Yield ICA, that the High Yield Discharge Date has occurred and that no High Yield Trustee Amount or High Yield Trustee

Direct Claims (each as defined in the High Yield ICA) are outstanding and that no further claim shall or may be made in respect of the same.


(b)	[Acknowledgement of termination of Barclays Intercreditor to be included if applicable (i.e. if the discharge date has occurred but the agreement is still technically in force)]


(c)	[●]


7.	CONFIRMATIONS

On the Effective Date:²


(a)	The Bank of Nova Scotia (as “Facility Agent” under the Group ICA and the Security Trust Agreement and as “Senior Agent” under the High Yield ICA) shall become the “Effective Date Senior Agent” under the Amended Group ICA;


(b)	BNY Mellon Corporate Trustee Services Limited (as a “Senior Finance Party” under the High Yield ICA, an “Authorised Representative” under the Group ICA and the Security Trust Agreement) shall become a “Senior Secured Notes Trustee” under the Amended Group ICA;


(c)	Deutsche Bank AG, London Branch (as “Security Trustee” under the High Yield ICA, the Group ICA and the Security Trust Agreement) shall become the “Security Agent” under the Amended Group ICA;

(d)

each Effective Date Subordinated Creditor shall become party to the Amended Group ICA in the capacity of “Subordinated Creditor” and, for such purposes (i) each Party agrees that this Deed shall operate as a Creditor Accession Undertaking under the Amended Group ICA and (ii) each Effective Date Subordinated Creditor gives the agreements, confirmations and undertakings to be given by Subordinated Creditors in the form of Creditor Accession Undertaking set out in Schedule 2 (Form of Creditor Accession Undertaking) of the Amended Group ICA as if they were set out in full in this Deed;

(e)

each Effective Date Debtor (each an “Obligor” under the Group ICA) shall become party to the Amended Group ICA in the capacity of “Debtor” [and for, such purposes (i) each Party agrees that this Deed shall operate as a Debtor Accession Deed under the Amended Group ICA and (ii) each Effective Date Debtor gives the agreements, confirmations and undertakings to be given by Debtors in the form of Debtor Accession Deed set out in Schedule 1 (Form of Debtor Accession Deed) of the Amended Group ICA as if they were set out in full in this Deed];

_______________

¹ To be confirmed closer to execution.

(f)

each Effective Date Intra-Group Lender shall become party to the Amended Group ICA in the capacity of “Intra-Group Lender” and, for such purposes (i) each Party agrees that this Deed shall operate as a Creditor Accession Undertaking under the Amended Group ICA and (ii) each Effective Date Intra-Group Lender gives the agreements, confirmations and undertakings to be given by Intra-Group Lenders in the form of Creditor Accession Undertaking set out in Schedule 2 (Form of Creditor Accession Undertaking) of the Amended Group ICA as if they were set out in full in this Deed;

(g)

each Effective Date Security Grantor shall become party to the Amended Group ICA in the capacity of “Security Grantor” and, for such purposes (i) each Party agrees that this Deed shall operate as a Debtor Accession Deed under the Amended Group ICA and (ii) each Effective Date Security Grantor gives the agreements, confirmations and undertakings to be given by Security Grantors in the form of Debtor Accession Deed set out in Schedule 1 (Form of Debtor Accession Deed) of the Amended Group ICA as if they were set out in full in this Deed; and

(h)

each Effective Date Hedge Counterparty [which was a party to the Group ICA as a “Hedging Counterparty” immediately prior to the Effective Date] shall become a “Hedge Counterparty” under the Amended Group ICA [and, for such purposes (i) each Party agrees that this Deed shall operate as a Creditor Accession Undertaking under the Amended Group ICA and (ii) each Effective Date Hedge Counterparty gives the agreements, confirmations and undertakings to be given by Hedge Counterparties in the form of Creditor Accession Undertaking set out in Schedule 2 (Form of Creditor Accession Undertaking) of the Amended Group ICA as if they were set out in full in this Deed].


8.	MISCELLANEOUS


(a)	The Effective Date Senior Agent and the Company agree that each of this Deed and the Amended Group ICA are designated as Finance Documents.


(b)	No part of this Deed is intended to or will create any registerable Security.


(c)	Subject to the terms of this Deed:


(i)	the Group ICA, the High Yield ICA and the Security Trust Agreement will remain in full force and effect and, on and from the Effective Date, the Group ICA, the High Yield ICA, the Security Trust Agreement and this Deed will be read and construed as one document as set out in Schedule 2 (Amended Group ICA); and


(ii)	except as otherwise provided in this Deed, the Finance Documents remain in full force and effect.


(d)	The provisions of Clauses 31 (Counterparts) and 35 (Enforcement) of the Amended Group ICA apply to this Deed as though they were set out in full in this Deed except that references to “this Agreement” are to be construed as references to this Deed.


9.	GOVERNING LAW

This Deed and any non-contractual obligations arising out of or in connection with it are governed by English law.

THIS DEED has been entered into as a deed on the date stated at the beginning of this Deed.

SCHEDULE 1

CONDITIONS PRECEDENT


1.	Constitutional Documents

A copy of the constitutional documents of each Effective Date Debtor and each Effective Date Security Grantor or, if the Effective Date Senior Agent already has a copy, a certificate of an authorised signatory of the relevant Effective Date Debtor or Effective Date Security Grantor confirming that the copy in the Effective Date Senior Agent’s possession is still correct, complete and in full force and effect as at the date of this Deed.


2.	Authorisations


(a)	A copy of a resolution of the board of directors (or equivalent) of each Effective Date Debtor and each Effective Date Security Grantor:


(i)	approving the terms of, and the transactions contemplated by, this Deed and resolving that it execute and deliver this Deed; and


(ii)	authorising a specified person or persons to execute and deliver this Deed.


(b)	A specimen of the signature of each person authorised by the resolutions referred to in paragraph (a) above.


(c)	A certificate of an authorised signatory of each Effective Date Debtor and each Effective Date Security Grantor certifying that each copy of the documents specified in this Schedule 1 (Conditions precedent) and supplied by that Effective Date Debtor or Effective Date Security Grantor is a true copy and in full force and effect as at a date no earlier than the date of this Deed.


3.	Legal opinions


(a)	Legal opinion of Xxxxx & Xxxxx LLP, London, as legal advisers to the Effective Date Senior Agent.


(b)	Legal opinion of Ropes & Xxxx International LLP, as legal advisers to the Effective Date Debtors as to matters of Delaware law.

SCHEDULE 2

AMENDED GROUP ICA

Draft: 6 September 2020

Originally 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

Between

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

as the Company

THE BANK OF NOVA SCOTIA

as the Effective Date Senior Agent

The Effective Date Senior Lenders

The Effective Date Debtors

DEUTSCHE BANK AG, LONDON BRANCH

as the Security Agent

and others

INTERCREDITOR AGREEMENT³

_______________

¹ Subject to US counsel review based upon any changes of law since 4 June 2019 (ie. the date the precedent for this ICA was executed).

TABLE OF CONTENTS



		Page
1.	DEFINITIONS AND INTERPRETATION	3

2.	RANKING AND PRIORITY	78

3.	SENIOR LENDER LIABILITIES, PARI PASSU DEBT LIABILITIES AND SENIOR SECURED NOTES LIABILITIES	81

4.	HEDGE COUNTERPARTIES AND HEDGING LIABILITIES	90

5.	GUARANTEE AND INDEMNITY TO HEDGE COUNTERPARTIES	101

6.	ISSUE OF SENIOR SECURED NOTES	108

7.	ENTRY INTO PARI PASSU DEBT DOCUMENTS	109

8.	SECOND LIEN CREDITORS AND SECOND LIEN LIABILITIES	109

9.	HIGH YIELD CREDITORS AND HIGH YIELD LIABILITIES	122

10.	UNSECURED CREDITORS AND UNSECURED LIABILITIES	138

11.	SUBORDINATED LIABILITIES	143

12.	INTRA-GROUP LENDERS AND INTRA-GROUP LIABILITIES	149

13.	EFFECT OF INSOLVENCY EVENT	153

14.	TURNOVER OF RECEIPTS	161

15.	REDISTRIBUTION	165

16.	ENFORCEMENT OF TRANSACTION SECURITY	166

17.	PROCEEDS OF DISPOSALS	169

18.	APPLICATION OF PROCEEDS	179

19.	EQUALISATION	184

20.	REFINANCING OF PRIMARY CREDITOR LIABILITIES	188

21.	THE SECURITY AGENT	196

22.	CHANGE OF SECURITY AGENT	208

23.	CHANGES TO THE PARTIES	210

TABLE OF CONTENTS



		Page
24.	COSTS AND EXPENSES	223

25.	INDEMNITIES	225

26.	INFORMATION	227

27.	NOTICES	231

28.	PRESERVATION	234

29.	CONSENTS, AMENDMENTS AND OVERRIDE	235

30.	NOTES TRUSTEE	246

31.	COUNTERPARTS	256

32.	BAIL-IN	256

33.	QFC CREDIT SUPPORT	256

34.	GOVERNING LAW	258

35.	ENFORCEMENT	258

SCHEDULE 1 FORM OF DEBTOR/SECURITY GRANTOR ACCESSION DEED		260

SCHEDULE 2 FORM OF CREDITOR ACCESSION UNDERTAKING		263

SCHEDULE 3 FORM OF DEBTOR RESIGNATION REQUEST		266

SCHEDULE 4 SECOND LIEN MAJOR TERMS		267

SCHEDULE 5 HIGH YIELD MAJOR TERMS		268

SCHEDULE 6 UNSECURED MAJOR TERMS		269

SCHEDULE 7 EFFECTIVE DATE SUBORDINATED CREDITOR		270

SCHEDULE 8 EFFECTIVE DATE DEBTORS		271

SCHEDULE 9 EFFECTIVE DATE INTRA-GROUP LENDERS		272

SCHEDULE 10 EFFECTIVE DATE HEDGE COUNTERPARTIES		273

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

BETWEEN:


(1)	THE BANK OF NOVA SCOTIA as the Facility Agent under and as defined in the Original Senior Facilities Agreement (the “Effective Date Senior Agent”);


(2)	[THE FINANCIAL INSTITUTIONS that are Senior Arrangers as at the Effective Date (the “Effective Date Senior Arrangers”);]


(3)	THE FINANCIAL INSTITUTIONS that are Senior Lenders as at the Effective Date (the “Effective Date Senior Lenders”);


(4)	VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED, a private limited company incorporated in England and Wales with registered number 03173552 and having its registered address at 000 Xxxxx Xxxxx, Xxxxxxx, Xxxxxx Xxxxxxx XX0 0XX (the “Company”);


(5)	THE EFFECTIVE DATE SUBORDINATED CREDITORS named in Schedule 7 (Effective Date Subordinated Creditors) (the “Effective Date Subordinated Creditors”);


(6)	THE EFFECTIVE DATE DEBTORS named in Schedule 8 (Effective Date Debtors) (the “Effective Date Debtors”);


(7)	THE EFFECTIVE DATE INTRA-GROUP LENDERS named in Schedule 9 (Effective Date Intra-Group Lenders) (the “Effective Date Intra-Group Lenders”);


(8)	DEUTSCHE BANK AG, LONDON BRANCH as security agent for the Secured Parties (the “Security Agent”);


(9)	THE EFFECTIVE DATE HEDGE COUNTERPARTIES named in Schedule 10 (Effective Date Hedge Counterparties) (the “Effective Date Hedge Counterparties”);


(10)	[THE SECURITY GRANTORS named in Schedule 11 (Original Security Grantors) (the “Original Security Grantors”);]


(11)	BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED as the Senior Secured Notes Trustee as at the Effective Date (the “Effective Date Senior Secured Notes Trustee”);


(12)	UPON ACCESSION, each Subordinated Creditor;


(13)	UPON ACCESSION, each Senior Agent;


(14)	UPON ACCESSION, each Second Lien Agent;


(15)	UPON ACCESSION, each Second Lien Arranger;


(16)	UPON ACCESSION, each Second Lien Lender;


(17)	UPON ACCESSION, each Second Lien Notes Trustee as trustee for the Second Lien Noteholders which such Second Lien Notes Trustee represents;


(18)	UPON ACCESSION, each Hedge Counterparty which accedes to this Agreement in accordance with Clause 23.13 (Creditor Accession Undertaking);


(19)	UPON ACCESSION, each Senior Secured Notes Trustee as trustee for the Senior Secured Noteholders which such Senior Secured Notes Trustee represents;


(20)	UPON ACCESSION, each High Yield Agent;


(21)	UPON ACCESSION, each High Yield Lender;


(22)	UPON ACCESSION, each High Yield Notes Trustee as trustee for the High Yield Noteholders which such High Yield Notes Trustee represents;


(23)	UPON ACCESSION, each Unsecured Agent;


(24)	UPON ACCESSION, each Unsecured Lender;


(25)	UPON ACCESSION, each Unsecured Notes Trustee as trustee for the Unsecured Noteholders which such Unsecured Notes Trustee represents;


(26)	UPON ACCESSION, each Pari Passu Debt Representative as trustee or representative for the Pari Passu Creditors which such Pari Passu Debt Representative represents and, to the extent required, each Pari Passu Creditor;


(27)	UPON ACCESSION, each Debtor;


(28)	UPON ACCESSION, each Security Grantor;


(29)	UPON ACCESSION, each Intra-Group Lender;


(30)	UPON ACCESSION, each Senior Lender; and


(31)	UPON ACCESSION, each Senior Arranger.

IT IS AGREED as follows:


1.	DEFINITIONS AND INTERPRETATION


1.1	Definitions

In this Agreement:

“1992 ISDA Master Agreement” means the Master Agreement (Multicurrency‑Cross Border) as published by the International Swaps and Derivatives Association, Inc.

“2002 ISDA Master Agreement” means the 2002 Master Agreement as published by the International Swaps and Derivatives Association, Inc.

“Acceleration Event” means a Senior Acceleration Event, a Senior Secured Notes Acceleration Event, a Pari Passu Debt Acceleration Event, a Second Lien Acceleration Event, a High Yield Acceleration Event or an Unsecured Acceleration Event.

“Acceptable Hedge Counterparty” means, to the extent permitted by each of the Debt Documents, any person.

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Agent” means the Senior Agent, each Senior Secured Notes Representative, each Pari Passu Debt Representative, each Second Lien Representative, each High Yield Representative, each Unsecured Representative and the Security Agent.

“Agent Liabilities” means all present and future liabilities and obligations whether actual or contingent and whether incurred solely or jointly, of any Debtor or Security Grantor to any Agent, in its capacity as an Agent, under the Debt Documents.

“Agreed Security Principles” means each set of security principles that may be agreed by, prior to the Senior Secured Discharge Date, any Senior Secured Creditors and the Company or, following the Senior Secured Discharge Date, any Second Lien Creditors and the Company.

“Agreement” means this Intercreditor Agreement including the annexes, schedules and appendices hereto, as the same may be amended, supplemented or otherwise modified from time to time.

“Ancillary Facility” means any ancillary or swingline facility (howsoever described) made available in accordance with the Senior Facilities Agreement and/or any Pari Passu Debt Document.

“Ancillary Facility Document” means each document relating to or evidencing the terms of an Ancillary Facility.

“Ancillary Facility Lender” means each Senior Lender (or Affiliate of a Senior Lender) which makes an Ancillary Facility available pursuant to the terms of the Senior Facilities Agreement and any Pari Passu Creditor that provides an Ancillary Facility pursuant to the terms of a Pari Passu Debt Document (if applicable).

“Arranger” means each Senior Arranger and each Second Lien Arranger.

“Arranger Liabilities” means all present and future liabilities and obligations (whether actual or contingent and whether incurred solely or jointly) of any Debtor or Security Grantor to any Arranger, in its capacity as an Arranger, under the Debt Documents.

"Article 55 BRRD" means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

“Available Commitment”:


(a)	in relation to a Senior Lender, has the meaning given to the term “Available Commitment” (or equivalent) in each Senior Facilities Agreement;


(b)	in relation to a Second Lien Lender, has the meaning given to the term “Available Commitment” (or equivalent) in any Second Lien Facilities Agreement;


(c)	in relation to a High Yield Lender, has the meaning given to any substantially equivalent term in each High Yield Facilities Agreement;


(d)	in relation to an Unsecured Lender, has the meaning given to the term “Available Commitment” (or equivalent) in each Unsecured Facilities Agreement; and


(e)	in relation to a Pari Passu Creditor, has the meaning given to the term “Available Commitment” (or equivalent) in the relevant Pari Passu Debt Documents.

"Bail-In Action" means the exercise of any Write-down and Conversion Powers.

"Bail-In Legislation" means:


(a)	in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law as described in the EU Bail-In Legislation Schedule from time to time;


(b)	in relation to the United Kingdom (if a Withdrawal Event is effected by the United Kingdom) Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial

institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings); and


(c)	in relation to any other state, any analogous law from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law.

“Borrowing Liabilities” means, in relation to a Debtor, a member of the Group or a Security Grantor, the liabilities (not being Guarantee Liabilities) it may have as a principal debtor to a Creditor or a Debtor in respect of Liabilities arising under the Debt Documents (whether incurred solely or jointly and including, without limitation, liabilities as a “Borrower” (or any other term which is similar in meaning and effect) under and as defined in the Senior Finance Documents and/or the Pari Passu Debt Documents and/or the Second Lien Loan Finance Documents and/or the High Yield Loan Finance Documents and/or the Unsecured Loan Finance Documents and/or liabilities as an “Issuer” (or any other term which is similar in meaning and effect) under and as defined in the Senior Secured Notes Finance Documents and/or the Pari Passu Debt Documents and/or the Second Lien Notes Finance Documents and/or the High Yield Notes Finance Documents and/or the Unsecured Notes Finance Documents) excluding, for the avoidance of doubt, any Hedging Liabilities.

“Business Day” means a day (other than a Saturday or Sunday):


(a)	on which banks generally are open for business in London;


(b)	if such reference relates to a date for the payment or purchase of any sum denominated in euro, which is a TARGET Day;


(c)	if such reference relates to a date for the payment or purchase of any sum denominated in US$, on which banks generally are open for business in New York; and


(d)	if such reference relates to a date for the payment or purchase of any sum denominated in an additional currency or an optional currency (howsoever defined) under the relevant Secured Debt Document, High Yield Finance Document or Unsecured Finance Document (in each case other than Sterling, euro or Dollars), the principal financial centre of the country of that currency.

“Charged Property” means all of the assets which from time to time are, or are expressed to be, the subject of the Transaction Security.

“Close‑Out Netting” means:


(a)	in respect of a Hedging Agreement or a Hedging Ancillary Document based on a 1992 ISDA Master Agreement, any step involved in determining the amount

payable in respect of an Early Termination Date (as defined in the 1992 ISDA Master Agreement) under section 6(e) of the 1992 ISDA Master Agreement before the application of any subsequent Set‑off (as defined in the 1992 ISDA Master Agreement);


(b)	in respect of a Hedging Agreement or a Hedging Ancillary Document based on a 2002 ISDA Master Agreement, any step involved in determining an Early Termination Amount (as defined in the 2002 ISDA Master Agreement) under section 6(e) of the 2002 ISDA Master Agreement; and

(c)

in respect of a Hedging Agreement or a Hedging Ancillary Document not based on an ISDA Master Agreement, any step involved on a termination of the hedging transactions under that Hedging Agreement or Hedging Ancillary Document (as applicable) pursuant to any provision of that Hedging Agreement or Hedging Ancillary Document (as applicable) which has a similar effect to either provision referenced in paragraph (a) and paragraph (b) above.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. §1 et seq.).

“Common Assurance” means any guarantee, indemnity or other assurance against loss in respect of any of the Liabilities, the benefit of which (however conferred) is, to the extent legally possible and subject to any Agreed Security Principles, given to all the Senior Secured Creditors and Second Lien Finance Parties in respect of their Senior Secured Liabilities and Second Lien Liabilities.

“Common Currency” means Sterling.

“Common Currency Amount” means, in relation to an amount, that amount converted (to the extent not already denominated in the Common Currency) into the Common Currency at the Security Agent’s Spot Rate of Exchange on the Business Day prior to the relevant calculation.

“Common Transaction Security” means any Transaction Security which to the extent legally possible and subject to any Agreed Security Principles:


(a)	is created in favour of the Senior Secured Creditors and (if applicable) the Second Lien Finance Parties represented by the Security Agent as agent or trustee for the Senior Secured Creditors and (if applicable) the Second Lien Finance Parties in respect of the Senior Secured Liabilities and the Second Lien Liabilities;


(b)	if applicable, where it is not possible or advisable to secure the Senior Secured Liabilities and the Second Lien Liabilities in the same Transaction Security Document, is created in favour of either the Senior Secured Creditors or the

Second Lien Finance Parties, represented by the Security Agent, in respect of the Senior Secured Liabilities or, as the case may be, the Second Lien Liabilities; or


(c)	if applicable, in the case of any jurisdiction in which effective Security cannot be granted in favour of the Security Agent as agent or trustee for the Senior Secured Creditors and/or the Second Lien Finance Parties, is created in favour of:


(i)	all the Senior Secured Creditors and/or the Second Lien Finance Parties (as the case may be) in respect of the Senior Secured Liabilities and/or the Second Lien Liabilities (as the case may be); or


(ii)	the Security Agent under a parallel debt or joint and several creditorship structure for the benefit of all the Senior Secured Creditors and/or the Second Lien Finance Parties,

provided that Transaction Security may only be granted over an asset in favour of the Second Lien Finance Parties only (or the Security Agent as agent or trustee for the Second Lien Finance Parties only) pursuant to a Transaction Security Document if, before or simultaneously with such Transaction Security Document being executed, Transaction Security is granted over the same asset in favour of the Senior Secured Creditors (or the Security Agent as agent or trustee for the Senior Secured Creditors), and in all cases which ranks in the order of priority contemplated in Clause 2.2 (Transaction Security) and/or is expressed to be subject to the terms of this Agreement.

“Competitive Process” means any public or private auction or other competitive sale process conducted and run in accordance with the advice of a reputable, independent and internationally recognised investment bank, firm of accountants or third party professional firm which is regularly engaged in such sale processes with a view to obtaining a fair market price in the prevailing market conditions (without any obligation to postpone to obtain a higher price) and in which the Second Lien Creditors and High Yield Creditors are entitled to participate (and for the avoidance of doubt, in which the Senior Secured Creditors are also entitled to participate) as prospective buyers and/or financiers (including as part of a consortium).

For the purposes of this definition, “entitled to participate” shall be interpreted to mean:


(a)	that any offer, or indication of a potential offer, that a holder of any Second Lien Liabilities, any holder of High Yield Liabilities or any holder of Senior Secured Liabilities makes shall be considered by those running the Competitive Process against the same criteria as any offer, or indication of a potential offer, by any other bidder or potential bidder; and


(b)	any holder of any Second Lien Liabilities, any holder of High Yield Liabilities or any holder of Senior Secured Liabilities that is considering making an offer in any Competitive Process is provided with the same information, including any due diligence reports, and access to management that is being provided to any other bidder at the same stage of the process.

If, after having applied the same criteria referred to in paragraph (a) above, the offer or indication of a potential offer made by a holder of any Second Lien Liabilities, any holder of High Yield Liabilities or any holder of Senior Secured Liabilities is not considered by those running the Competitive Process to be sufficient to continue in the sales process, such consideration being against the same criteria as any offer, or indication of a potential offer, by any other bidder or potential bidder (such continuation may include being invited to review additional information or being invited to have an opportunity to make a subsequent or revised offer, whether in another round of bidding or otherwise), then the right of the holder of any Second Lien Liabilities, any holder of High Yield Liabilities or any holder of Senior Secured Liabilities (as applicable) under this Agreement to so participate shall be deemed to be satisfied. The Second Lien Creditors and High Yield Creditors shall not have access to any due diligence report commissioned by the Senior Secured Creditors or any agent or adviser on their behalf, whether or not any such due diligence report is addressed to, or capable of being relied upon by, any member of the Group or any Holding Company of the Company, which relates to the possible implementation of any Enforcement Action, debt restructuring and/or sales process which may or will involve the release and/or compromise of any of the Second Lien Liabilities and/or High Yield Liabilities, any guarantees given for the Second Lien Liabilities and/or High Yield Liabilities or any Transaction Security (the “Senior Secured Enforcement Advice”). Where any due diligence report that has been shared with any potential third-party purchaser under a Competitive Process includes any Senior Secured Enforcement Advice, the Second Lien Creditors and High Yield Creditors shall have access to the relevant report with the Senior Secured Enforcement Advice redacted. Senior Secured Creditors shall have access to reports commissioned by the Second Lien Creditors and/or High Yield Creditors on the same basis only.

“Consent” means any consent, approval, release or waiver or agreement to any amendment.

“Credit Related Close‑Out” means any Permitted Hedge Close‑Out which is not a Non‑Credit Related Close‑Out.

“Creditor Accession Undertaking” means:


(a)	an undertaking substantially in the form set out in Schedule 2 (Form of Creditor Accession Undertaking); or


(b)	a Transfer Deed, a Transfer Agreement, an Increase Confirmation or an Additional Facility Accession Deed (in each case, as defined in the relevant Facilities Agreement) or any equivalent definition in a Facilities Agreement provided that it contains an accession to this Agreement which is substantially in the form set out in Schedule 2 (Form of Creditor Accession Undertaking),


(d)	in the case of an acceding Debtor which is expressed to accede as an Intra‑Group Lender in the relevant Debtor/Security Grantor Accession Deed, that Debtor/Security Grantor Accession Deed.

“Creditor Conflict” means:


(a)	at any time prior to the Senior Secured Discharge Date, a conflict between:


(i)	the interests of any Senior Secured Creditor;


(ii)	the interests of any Second Lien Creditor;


(iii)	the interests of any High Yield Creditor; and


(iv)	the interests of any Unsecured Creditor;


(b)	at any time after the Senior Secured Discharge Date but prior to the Second Lien Discharge Date, a conflict between:


(i)	the interests of any Second Lien Creditor;


(ii)	the interests of any High Yield Creditor; and


(iii)	the interests of any Unsecured Creditor; and


(c)	at any time after the Second Lien Discharge Date but prior to the High Yield Discharge Date, a conflict between:


(i)	the interests of any High Yield Creditor; and


(ii)	the interests of any Unsecured Creditor.

“Creditors” means the Senior Lenders, the Pari Passu Creditors, the Hedge Counterparties, the Agents, the Arrangers, the Senior Secured Noteholders, the Second Lien Loan Finance Parties, the Second Lien Notes Finance Parties, the High Yield Lenders, the High Yield Noteholders, the Unsecured Lenders, the Unsecured Noteholders, the Intra-Group Lenders and the other Subordinated Creditors.

“Debt Document” means each of this Agreement, the Secured Debt Documents, the High Yield Finance Documents, the Unsecured Finance Documents, the Security Documents, any agreement evidencing the terms of the Subordinated Liabilities or the Intra-Group Liabilities and any other document designated as such by the Security Agent and the Company.

“Debtor” means each Effective Date Debtor and any person which becomes a Party as a Debtor in accordance with the terms of Clause ‎23 (Changes to the Parties) to the extent it has not resigned or ceased to be a party.

“Debtor/Security Grantor Accession Deed” means:


(a)	a deed substantially in the form set out in ‎Schedule 1 (Form of Debtor/Security Grantor Accession Deed); or

(b)

(only in the case of a member of the Group or any Holding Company thereof which is acceding as a borrower or guarantor under the Senior Facilities Agreement) an accession agreement as referenced in the Senior Facilities Agreement in respect of such accession, provided that it contains an accession to this Agreement which is substantially in the form set out in Schedule 1 (Form of Debtor/Security Grantor Accession Deed),

in each case including any applicable limitation language agreed between the Security Agent and the Company.

“Debtor Liabilities” means, in relation to a Debtor, a member of the Group, a Subsidiary of a Debtor, a Holding Company of a Debtor or a Subsidiary of such Holding Company, any liabilities owed to any Debtor (whether actual or contingent and whether incurred solely or jointly) by that person.

“Debtor Resignation Request” means a notice substantially in the form set out in Schedule 3 (Form of Debtor Resignation Request).

“Default” means a Senior Default, a Senior Secured Notes Default, a Pari Passu Debt Default, a Second Lien Default, an Unsecured Default or a High Yield Default, as the case may be.

“Defaulting Lender” means:


(a)	in relation to a Senior Lender, a Senior Lender which is a Defaulting Lender under, and as defined in, the Senior Facilities Agreement;


(b)	in relation to a Pari Passu Creditor, a Pari Passu Creditor which is a Defaulting Lender under, and as defined in, a Pari Passu Debt Document;


(c)	in relation to a Second Lien Lender, a Second Lien Lender which is a Defaulting Lender under, and as defined in, a Second Lien Facilities Agreement;


(d)	in relation to a High Yield Lender, a High Yield Lender which is a Defaulting Lender under, and as defined in, a High Yield Facilities Agreement; and


(e)	in relation to an Unsecured Lender, an Unsecured Lender which is a Defaulting Lender under, and as defined in, the Unsecured Facilities Agreement.

“Delegate” means any delegate, agent, attorney, co‑trustee or co-agent appointed by the Security Agent.

“Designated Gross Amount” means, in relation to a Multi‑account Overdraft Facility, that Multi‑account Overdraft Facility’s maximum gross amount.

“Designated Net Amount” means, in relation to a Multi-account Overdraft Facility, that Multi‑account Overdraft Facility’s maximum net amount.

“Discharge Date” means a Final Discharge Date, a High Yield Discharge Date, a High Yield Loan Discharge Date, a High Yield Notes Discharge Date, a Pari Passu Debt Discharge Date, a Second Lien Discharge Date, a Second Lien Loan Discharge Date, a Second Lien Notes Discharge Date, a Senior Discharge Date, a Senior Lender Discharge Date, a Senior Secured Discharge Date, a Senior Secured Notes Discharge Date, an Unsecured Discharge Date, an Unsecured Loan Discharge Date or an Unsecured Notes Discharge Date, as the case may be.

“Disposal Proceeds” has the meaning given to that term in Clause ‎17 (Proceeds of Disposals).

“Distress Event” means any of:


(a)	an Acceleration Event; or


(b)	the enforcement of any Transaction Security.

“Distressed Disposal” means a disposal of an asset of a Debtor, a Security Grantor or a member of the Group or the shares in or liabilities or obligations of a Debtor, a Security Grantor or a member of the Group which is:


(a)	being effected at the request of an Instructing Group in circumstances where the Transaction Security has become enforceable;


(b)	being effected by enforcement of the Transaction Security; or


(c)	being effected, after the occurrence of a Distress Event, by a Debtor or Security Grantor to a person or persons which is not a Debtor, a Security Grantor or member of the Group.

“Documentary Credit” means a “Documentary Credit” as defined in the Senior Facilities Agreement or such equivalent term in any Pari Passu Debt Document (if applicable).

“ECP Debtor” means in respect of any Swap Obligations, each Debtor that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of relevant Security becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the meaning of the Commodity Exchange Act or any regulation promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

"EEA Member Country" means any member state of the European Union, Iceland, Liechtenstein and Norway.

“Effective Date” has the meaning given to that term in the Supplemental Deed.

“Enforcement Action” means:


(a)	in relation to any Liabilities:

(i)

the acceleration of any Liabilities or the making of any declaration that any Liabilities are prematurely due and payable (other than as a result of it becoming unlawful for a Senior Lender, a Pari Passu Creditor, a Senior Secured Noteholder, a Second Lien Lender, a Second Lien Noteholder, a High Yield Lender, a High Yield Noteholder, an Unsecured Lender or an Unsecured Noteholder to perform its obligations under, or of any voluntary or mandatory prepayment or redemption arising under, the Debt Documents);


(ii)	the making of any declaration that any Liabilities are payable on demand;

(iii)

the making of a demand in relation to a Liability that is payable on demand (other than a demand made by an Intra-Group Lender in relation to any Intra-Group Liabilities which are on demand Liabilities to the extent (A) that the demand is made in the ordinary course of dealings between the relevant Debtor and Intra-Group Lender and (B) that any resulting Payment would be a Permitted Intra-Group Payment);


(iv)	the making of any demand against any Debtor or any member of the Group in relation to any Guarantee Liabilities of that Debtor or member of the Group;

(v)

the exercise of any right to require any Debtor or member of the Group to acquire any Liability (including exercising any put or call option against any Debtor or any member of the Group for the redemption or purchase of any Liability but excluding any such right which arises as a result of any debt buy-back permitted by the Senior Facilities Agreement, the Senior Secured Notes Finance Documents, the Pari Passu Debt Documents, the Second Lien Finance Documents, the High Yield Finance Documents and the Unsecured Finance Documents and excluding any mandatory prepayments or mandatory offers arising as a result of a change of control or asset sale (howsoever described) as set out in the Senior Facilities Agreement, the Senior Secured Notes Finance Documents, the Pari Passu Debt Documents, the Second Lien Finance Documents, the High Yield Finance Documents or the Unsecured Finance Documents);


(vi)	the exercise of any right of set-off, account combination or payment netting against any Debtor, any member of the Group or any Security Grantor in respect of any Liabilities other than the exercise of any such right:


(A)	as Close-Out Netting by a Hedge Counterparty or by a Hedging Ancillary Lender;


(B)	as Payment Netting by a Hedge Counterparty or by a Hedging Ancillary Lender;


(C)	as Inter-Hedging Agreement Netting by a Hedge Counterparty;


(D)	as Inter-Hedging Ancillary Document Netting by a Hedging Ancillary Lender; and


(E)	which is otherwise expressly permitted under the Senior Facilities Agreement, the Senior Secured Notes Finance Documents, the Pari Passu Debt Documents, the Second Lien Finance Documents, the High Yield Finance Documents or the Unsecured Finance Documents to the extent that the exercise of that right gives effect to a Permitted Payment; and


(vii)	the suing for, commencing or joining of any legal or arbitration proceedings against any Debtor, member of the Group or a Security Grantor to recover any Liabilities;


(b)	the premature termination or close-out of any hedging transaction under any Hedging Agreement;


(c)	the taking of any steps to enforce or require the enforcement of any Transaction Security (including the crystallisation of any floating charge forming part of the Transaction Security);


(d)	the entering into of any composition, compromise, assignment or similar arrangement with any Debtor, member of the Group or Security Grantor which owes any Liabilities, or has given any Security, guarantee or indemnity or other assurance against loss in respect of the Liabilities but excluding:


(i)	any action permitted under Clause ‎23 (Changes to the Parties); and


(ii)	any such arrangement which arises as a result of any debt buy-back permitted the Senior Facilities Agreement, the Senior Secured Notes Finance Documents, the Pari Passu Debt Documents, the Second Lien Finance Documents, the High Yield Finance Documents and the Unsecured Finance Documents; or

(e)

the petitioning, applying or voting for, or the taking of any steps (including the appointment of any liquidator, receiver, trustee in bankruptcy, administrator or similar officer) in relation to, the winding up, dissolution, administration or reorganisation of any Debtor, any member of the Group or any Security Grantor which owes any Liabilities, or has given any Security, guarantee, indemnity or other assurance against loss in respect of any of the Liabilities, or any of such Debtor’s, member of the Group’s or Security Grantor’s assets or any suspension of payments or moratorium of any indebtedness of any such Debtor, member of the Group or Security Grantor, or any analogous procedure or step in any jurisdiction,

except that the following shall not constitute Enforcement Action:

(i)

the taking of any action falling within paragraphs (a)(vii) or (e) above which is necessary (but only to the extent necessary) to preserve the validity, existence or priority of claims in respect of Liabilities, including the registration of such claims before any court or governmental authority and the bringing, supporting or joining of proceedings to prevent any loss of the right to bring, support or join proceedings by reason of applicable limitation periods; or


(ii)	a Primary Creditor bringing legal proceedings against any person solely for the purpose of:


(A)	obtaining injunctive relief (or any analogous remedy outside England and Wales) to restrain any actual or putative breach of any Debt Document to which it is party;


(B)	obtaining specific performance (other than specific performance of an obligation to make a payment) with no claim for damages; or


(C)	requesting judicial interpretation of any provision of any Debt Document to which it is party with no claim for damages; or


(iii)	bringing legal proceedings against any person in connection with any securities violation, securities or listing regulations or common law fraud or to restrain any actual or putative breach of the Debt Documents (other than any agreement evidencing the terms of Subordinated Liabilities or the Intra-Group Liabilities) or for specific performance with no claims for damages; or

(iv)

allegations of material misstatements or omissions made in connection with the offering materials relating to the Senior Secured Notes Liabilities, the Second Lien Notes Liabilities, the High Yield Notes Liabilities or the Unsecured Notes Liabilities or in reports furnished to any of the Noteholders or Notes Trustees or any exchange on which the Senior Secured Notes, the Second Lien Notes, the High Yield Notes or the Unsecured Notes are listed by a Debtor or a member of the Group pursuant to information and reporting requirements under any of the Notes Finance Documents (as applicable).

"EU Bail-In Legislation Schedule" means the document described as such and published by the Loan Market Association (or any successor person) from time to time.

“Event of Default” means any event or circumstance specified as such in any of the Senior Facilities Agreement, a Senior Secured Notes Indenture, a Pari Passu Debt Document, a Second Lien Facilities Agreement, a High Yield Facilities Agreement, an Unsecured Facilities Agreement, a Second Lien Notes Indenture, a High Yield Notes Indenture or an Unsecured Notes Indenture, as the context requires.

“Excluded Swap Obligation” means, with respect to any Debtor, any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Debtor of, or the grant by such Debtor of Security to secure, such Swap Obligation (or any guarantee thereof) (A) relates to a swap between a Debtor and a Hedge Counterparty and such Hedge Counterparty notifies the Security Agent in writing that it elects not to hold the benefit of such guarantee or such Security with respect to such swap, or (B) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity

Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Debtor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guarantee of such Debtor or the grant of such Security becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or Security is or becomes illegal.

“Exposure” has the meaning given to that term in Clause ‎19.1 (Equalisation definitions).

“Facilities Agreement” means the Senior Facilities Agreement, any Second Lien Facilities Agreement, any High Yield Facilities Agreement or any Unsecured Facilities Agreement.

“Final Discharge Date” means the later to occur of the Senior Secured Discharge Date, the Second Lien Discharge Date, the High Yield Discharge Date and the Unsecured Discharge Date.

“Fraudulent Transfer Law” means any applicable United States bankruptcy and State fraudulent transfer and conveyance statute and any related case law.

“Group” has the meaning given to the term “Bank Group” in the Senior Facilities Agreement.

“Group Recoveries” has the meaning given to that term in Clause 18.1 (Order of Application of Group Recoveries).

“Guarantee Liabilities” means, in relation to a Debtor or member of the Group, the liabilities under the Debt Documents (present or future, actual or contingent and whether incurred solely or jointly) it may have to a Creditor as or as a result of it being a guarantor or surety (including, without limitation, liabilities arising by way of guarantee, indemnity, contribution or subrogation and in particular any guarantee or indemnity arising under or in respect of this Agreement, the Senior Finance Documents, the Senior Secured Notes Finance Documents, the Pari Passu Debt Documents, the Second Lien Finance Documents, the High Yield Finance Documents and/or the Unsecured Finance Documents).

“Hedge Counterparty” means each Effective Date Hedge Counterparty and any Acceptable Hedge Counterparty which becomes Party as a Hedge Counterparty pursuant to Clause ‎23.13 (Creditor Accession Undertaking); and, in each case, which has not ceased to be a Hedge Counterparty in accordance with this Agreement.

“Hedge Counterparty Obligations” means the obligations owed by any Hedge Counterparty to the Debtors under or in connection with the Hedging Agreements.

“Hedge Transfer” means a transfer to the Senior Secured Notes Creditors or the Pari Passu Creditors or the Second Lien Creditors or the High Yield Creditors (or to a nominee or nominees of the Senior Secured Notes Creditors or the Pari Passu Creditors or the Second Lien Creditors or the High Yield Creditors) (as applicable and as the context requires) of each Hedging Agreement together with:


(a)	all the rights and benefits in respect of the Hedging Liabilities owed by the Debtors and Security Grantors to each Hedge Counterparty; and


(b)	all the Hedge Counterparty Obligations owed by each Hedge Counterparty to the Debtors and Security Grantors,

in accordance with Clause ‎23.4 (Change of Hedge Counterparty) as described in, and subject to, Clause ‎3.9 (Hedge Transfer: Purchasing Senior Secured Creditors), Clause 8.14 (Hedge Transfer: Purchasing Second Lien Creditors) or Clause 9.16 (Hedge Transfer: High Yield Creditors) (as applicable and as the context requires).

“Hedging Agreement” means:

(a)

to the extent entered into prior to the Effective Date, any master agreement together with any schedule and confirmation related thereto or any other agreement (including any long form confirmation) entered into between a Debtor and an Effective Date Hedge Counterparty to document any hedge agreement between a Debtor and an Effective Date Hedge Counterparty which was, prior to the Effective Date, subject to the Security Trust Agreement (as defined in the Supplemental Deed) and/or this Agreement (“Pre-Effective Date Hedging Document”); and

(b)

to the extent entered into on or after the Effective Date, any master agreement together with any schedule and confirmation related thereto or any other agreement (including any long form confirmation) or any confirmation in relation to a master agreement that comprises a Pre-Effective Date Hedging Document entered into or to be entered into between a Debtor and a Hedge Counterparty to document an Offsetting Swap (as such term is defined in Clause 4.15 (Offsetting Swaps)) or any other hedge agreement between a Debtor and a Hedge Counterparty, in each case, provided that such hedging is permitted under the terms of the Senior Finance Documents, the Senior Secured Notes Finance Documents, the Pari Passu Debt Documents, the Second Lien Finance Documents, the High Yield Finance Documents and the Unsecured Finance Documents in place at the time such Hedging Agreement was entered into (or subsequently amended excluding any amendments required to comply with

changes to law or regulation) and permitted to share in the Transaction Security at the time such Hedging Agreement was entered into (or subsequently amended excluding any amendments required to comply with any change to law or regulation) and, in the case of any such document other than a confirmation, which states that it is a Hedging Agreement for the purposes of this Agreement or which is designated by the Company by written notice to the Security Agent and the relevant Hedge Counterparty as a Hedging Agreement for the purposes of this Agreement,

but, in each case, excluding any such agreement that has been terminated in accordance with Clause 4.13(a) (Termination of Hedging).

“Hedging Ancillary Document” means an Ancillary Facility Document which relates to or evidences the terms of a Hedging Ancillary Facility.

“Hedging Ancillary Facility” means an Ancillary Facility which is made available by way of a hedging facility.

“Hedging Ancillary Lender” means an Ancillary Facility Lender to the extent that that Ancillary Facility Lender makes available a Hedging Ancillary Facility.

“Hedging Liabilities” means the Liabilities owed by any Debtor to the Hedge Counterparties under or in connection with the Hedging Agreements.

“Hedging Purchase Amount” means, in respect of a hedging transaction under a Hedging Agreement:


(a)	if the hedging transaction has not been closed out, the amount that would be payable to (expressed as a positive number) or by (expressed as a negative number) the relevant Hedge Counterparty on the relevant date if:


(i)	in the case of a Hedging Agreement which is based on an ISDA Master Agreement:


(A)	that date was an Early Termination Date (as defined in the relevant ISDA Master Agreement); and


(B)	the relevant Debtor was the Defaulting Party (under and as defined in the relevant ISDA Master Agreement), or


(ii)	in the case of a Hedging Agreement which is not based on an ISDA Master Agreement:


(A)	that date was the date on which an event similar in meaning and effect (under that Hedging Agreement) to an Early Termination

Date (as defined in any ISDA Master Agreement) occurred under that Hedging Agreement; and


(B)	the relevant Debtor was in a position which is similar in meaning and effect to that of a Defaulting Party (under and as defined in the same ISDA Master Agreement); or

(b)

if the hedging transaction has been closed out, the amount payable to (expressed as a positive number) or by (expressed as a negative number) the relevant Hedge Counterparty under the Hedging Agreement in respect of that termination or close-out (including any interest or default interest accrued on that amount since the date of termination or close-out and any other amounts owing under the Hedging Agreement),

in each case as certified by the relevant Hedge Counterparty and as calculated in accordance with the relevant Hedging Agreement.

“High Yield Acceleration Event” means:


(a)	any High Yield Agent in relation to a High Yield Facilities Agreement exercising any of its rights under the equivalent provisions of any High Yield Facilities Agreement which are similar in meaning and effect to a Senior Acceleration Event;


(b)	any High Yield Notes Trustee (or any of the High Yield Noteholders) exercising any rights to accelerate principal amounts outstanding under the High Yield Notes pursuant to any High Yield Notes Indenture; or


(c)	any High Yield Notes Liabilities becoming due and payable by operation of any automatic acceleration provision contained in a High Yield Notes Finance Document.

“High Yield Agent” means each facility agent under a High Yield Facilities Agreement which accedes to this Agreement as a High Yield Agent pursuant to Clause 23.13 (Creditor Accession Undertaking).

“High Yield Agent Liabilities” means the Agent Liabilities owed by the Debtors to a High Yield Agent under or in connection with the related High Yield Loan Finance Documents.

“High Yield Commitment” has the meaning given to the term “Commitment” (or equivalent) in any High Yield Facilities Agreement.

“High Yield Credit Participation” means:


(a)	in relation to a High Yield Lender, its aggregate (drawn and undrawn) High Yield Commitment; and


(b)	in relation to a High Yield Noteholder, the principal amount of outstanding High Yield Notes held by that High Yield Noteholder.

“High Yield Creditors” means:


(a)	the High Yield Lenders and each High Yield Agent; and


(b)	the High Yield Notes Creditors.

“High Yield Default” means a High Yield Event of Default (or equivalent) or any event or circumstances which would (with the expiry of a grace period, the giving of notice, the making of any determination under the High Yield Finance Documents or any combination of the foregoing) be a High Yield Event of Default, provided that any such event or circumstance which under the terms of the relevant High Yield Finance Document requires any determination as to materiality before it becomes a High Yield Event of Default shall not be a High Yield Default until such determination is made in accordance with the terms of the relevant High Yield Finance Document.

“High Yield Discharge Date” means the later of the High Yield Loan Discharge Date and the High Yield Notes Discharge Date.

“High Yield Enforcement Notice” has the meaning given to it in paragraph (b) of Clause 9.11 (Permitted Enforcement: High Yield Finance Parties).

“High Yield Event of Default” means:


(a)	prior to the High Yield Loan Discharge Date, an “Event of Default” (or equivalent) under and as defined in the relevant High Yield Facilities Agreement; and


(b)	prior to the High Yield Notes Discharge Date, an “Event of Default” (or equivalent) under the relevant High Yield Notes Indenture.

“High Yield Facilities Agreement” means any high yield facilities agreement or agreements under which a bridge loan or interim facility or facilities are made available to a HY Issuer which:


(a)	does not breach the terms of any Secured Debt Document or any other High Yield Finance Document; and


(b)	is designated as such by the Company by written notice to each Agent who is Party at such time.

“High Yield Facility” has the meaning given to the term “Facility” (or equivalent) in any High Yield Facilities Agreement.

“High Yield Finance Documents” means the High Yield Loan Finance Documents and the High Yield Notes Finance Documents.

“High Yield Finance Parties” means the High Yield Loan Finance Parties and the High Yield Notes Finance Parties.

“High Yield Guarantee” has the meaning given to the term “Guarantees” (or equivalent) in any High Yield Loan Finance Documents and/or any High Yield Notes Finance Documents.

“High Yield Guarantee Liabilities” means all Liabilities owed by any Debtor (other than a HY Issuer or a HY Borrower) to any High Yield Creditor under or in connection with the High Yield Finance Documents provided, however, that the definition of “High Yield Guarantee Liabilities” shall not include the High Yield Notes Trustee Amounts.

“High Yield Guarantors” means the “Guarantors” (or equivalent) under and as defined in any High Yield Facilities Agreement and each member of the Group or any Debtor that is a guarantor under the High Yield Notes in accordance with a High Yield Notes Indenture, and which must be a Senior Secured Notes Guarantor (if any Senior Secured Notes have been issued, and the Senior Secured Notes Discharge Date has not occurred), a Pari Passu Debt Guarantor (if any Pari Passu Debt Documents have been entered into, and the Pari Passu Debt Discharge Date has not occurred) and a Senior Guarantor (if the Senior Discharge Date has not occurred).

“High Yield Lender” has the meaning given to the term “Lender” (or equivalent) in any High Yield Facilities Agreement.

“High Yield Liabilities” means the High Yield Notes Liabilities and the High Yield Loan Liabilities.

“High Yield Loan” has the meaning given to the term “Loan” (or equivalent) in any High Yield Facilities Agreement.

“High Yield Loan Discharge Date” means the first date on which all High Yield Loan Liabilities have been fully and finally discharged to the satisfaction of the relevant High Yield Agent (acting reasonably), whether or not as a result of an enforcement, and the High Yield Lenders (in that capacity) are under no further obligation to provide financial accommodation to any of the Debtors under the High Yield Loan Finance Documents.

“High Yield Loan Finance Documents” has the meaning given to the term “Finance Documents” (or equivalent) in any High Yield Facilities Agreement.

“High Yield Loan Finance Parties” means the “Finance Parties” (or equivalent) under and as defined in any High Yield Facilities Agreement.

“High Yield Loan Liabilities” means all Liabilities owed by the Debtors to the High Yield Loan Finance Parties under or in connection with any High Yield Loan Finance Documents.

“High Yield Loan Outstandings” means the principal amount of outstanding High Yield Loans.

“High Yield Major Terms” means the terms set out in Schedule 5 (High Yield Major Terms).

“High Yield Noteholders” means the registered holders, from time to time, of the High Yield Notes, as determined in accordance with the relevant High Yield Notes Indenture.

“High Yield Notes” means any high yield notes, payment-in-kind notes, exchange notes, debt securities or other debt instruments which may be issued by a HY Issuer and in respect of which:


(a)	the terms for such notes, securities or instruments (i) comply with the terms of the Senior Facilities Agreement, the Senior Secured Notes Finance Documents, the Pari Passu Debt Documents, the Second Lien Finance Documents and this Agreement; and (ii) are not inconsistent in any material respect with the High Yield Major Terms;


(b)	are designated as such by the Company by written notice to each Agent who is a Party at such time; and


(c)	the entity acting as trustee or representative in respect of such notes, securitites or instruments at any time has acceded to this Agreement as a High Yield Notes Trustee pursuant to Clause 23.15 (Accession of High Yield Notes Trustee).

“High Yield Notes Creditors” means the High Yield Noteholders, each High Yield Notes Trustee and (in its capacity as creditor of the Security Agent Claim corresponding to the High Yield Notes Liabilities) the Security Agent.

“High Yield Notes Discharge Date” means the first date on which all High Yield Notes Liabilities have been fully and finally discharged to the satisfaction of each High Yield Notes Trustee (acting reasonably), whether or not as a result of an enforcement.

“High Yield Notes Finance Documents” means the High Yield Notes, each High Yield Notes Indenture, the High Yield Guarantees in respect of the High Yield Notes, this Agreement, and any other document entered into in connection with the High Yield Notes (which for the avoidance of doubt excludes any document to the extent it sets out

rights of the initial purchasers of the High Yield Notes (in their capacities as initial purchasers) against any member of the Group) and designated as a High Yield Notes Finance Document by a HY Issuer and a High Yield Notes Trustee.

“High Yield Notes Finance Parties” means any High Yield Notes Trustee (on behalf of itself and the High Yield Noteholders that it represents) and the Security Agent.

“High Yield Notes Indenture” means any indenture or other debt instrument pursuant to which any High Yield Notes (and no other notes) are issued by a HY Issuer.

“High Yield Notes Issue Date” means, in respect of each High Yield Notes Indenture, the first date on which a High Yield Note is issued pursuant to that High Yield Notes Indenture.

“High Yield Notes Liabilities” means all Liabilities owed by the Debtors to any High Yield Notes Finance Party or High Yield Noteholder under or in connection with the High Yield Notes Finance Documents (in each case, whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently, and whether as principal, surety or otherwise) provided, however, that the definition of “High Yield Notes Liabilities” shall not include the High Yield Notes Trustee Amounts.

“High Yield Notes Outstandings” means the principal amount of outstanding High Yield Notes held by the High Yield Noteholders.

“High Yield Notes Trustee” means any entity acting as a trustee or representative under any issue of High Yield Notes and which accedes to this Agreement pursuant to Clause 23.15 (Accession of High Yield Notes Trustee).

“High Yield Notes Trustee Amounts” means, in relation to a High Yield Notes Trustee, amounts payable to that High Yield Notes Trustee or any adviser, receiver, delegate, attorney, agent or appointee thereof under the High Yield Notes Finance Documents, any provisions (including indemnity provisions) for costs and expenses in favour of that High Yield Notes Trustee or any adviser, receiver, delegate, attorney, agent or appointee thereof contained in the High Yield Notes Finance Documents, all compensation for services provided by that High Yield Notes Trustee or any adviser, receiver, delegate, attorney, agent or appointee thereof which is payable to that High Yield Notes Trustee or any adviser, receiver, delegate, attorney, agent or appointee thereof pursuant to the terms of the High Yield Notes Finance Documents and all out-of-pocket costs and expenses properly incurred by that High Yield Notes Trustee or any adviser, receiver, delegate, attorney, agent or appointee thereof in carrying out its duties or performing any service pursuant to the terms of High Yield Notes Finance Documents, including, without limitation (a) compensation for the costs and expenses of the collection by that High Yield Notes Trustee of any amount payable to that High Yield Notes Trustee for the benefit of the High Yield Noteholders, and (b) costs and expenses of that High Yield

Notes Trustee’s advisers, receivers, delegates, attorneys, agents or appointees (but excluding (i) any payment in relation to any unpaid costs and expenses incurred in respect of any litigation initiated by that High Yield Notes Trustee or any adviser, receiver, delegate, attorney, agent or appointee on behalf of that High Yield Notes Trustee against any of the Secured Parties; and (ii) any payment made directly or indirectly on or in respect of any amounts owing under any High Yield Notes (including principal, interest, premium or any other amounts to any of the High Yield Noteholders)) including VAT where applicable.

“High Yield Outstandings” means the High Yield Loan Outstandings and the High Yield Notes Outstandings.

“High Yield Payment Default” means any non-payment High Yield Event of Default under any High Yield Finance Document other than in respect of an amount (a) not constituting principal, interest or fees and (b) not exceeding £250,000 (or its equivalent in other currencies).

“High Yield Payment Stop Notice” has the meaning given to that term in Clause 9.4 (Issue of High Yield Payment Stop Notice).

“High Yield Refinancing Loans” means loans made to any Debtor or any member of the Group under the terms of any facilities agreement or agreements pursuant to which credit facilities are made available (and which would constitute High Yield Liabilities) for the refinancing or replacement in whole or in part of Senior Lender Liabilities, Senior Secured Notes Liabilities, Pari Passu Debt Liabilities, Second Lien Liabilities or High Yield Liabilities (as the context permits).

“High Yield Representative” means each High Yield Agent in respect of any High Yield Facilities that are outstanding and any High Yield Notes Trustee in respect of any High Yield Notes that are outstanding.

“High Yield Standstill Period” has the meaning given to it in Clause 9.12 (High Yield Standstill Period).

“Holding Company” of a company means a company of which the first mentioned company is a Subsidiary.

“HY Borrower” has the meaning given to the term “Borrower” in any High Yield Facilities Agreement and which:


(a)	if such entity is a member of the Group:


(i)	is a Senior Guarantor (if the Senior Discharge Date has not occurred);


(ii)	is a borrower or an issuer of Pari Passu Debt or a Pari Passu Debt Guarantor (if any Pari Passu Debt Documents have been entered into, and the Pari Passu Debt Discharge Date has not occurred);


(iii)	is a Senior Secured Notes Issuer or a Senior Secured Notes Guarantor (if any Senior Secured Notes have been issued, and the Senior Secured Notes Discharge Date has not occurred); and


(iv)	functions as a holding company only;


(b)	has acceded to this Agreement as a HY Borrower (both as a Debtor and, if required and to the extent not already a Party in such capacity, as an Intra-Group Lender or a Subordinated Creditor or Security Grantor); and


(c)	if such entity has any subsidiaries, at least one such subsidiary is:


(i)	a Senior Guarantor (if the Senior Discharge Date has not occurred);


(ii)	a borrower or an issuer of Pari Passu Debt or a Pari Passu Debt Guarantor (if any Pari Passu Debt Documents have been entered into, and the Pari Passu Debt Discharge Date has not occurred); and


(iii)	a Senior Secured Notes Issuer or a Senior Secured Notes Guarantor (if any Senior Secured Notes have been issued, and the Senior Secured Notes Discharge Date has not occurred).

“HY Issuer” means any entity which is the issuer of any High Yield Notes, and which:


(a)	if such entity is a member of the Group:


(i)	is a Senior Guarantor (if the Senior Discharge Date has not occurred);


(ii)	is a borrower or an issuer of Pari Passu Debt or a Pari Passu Debt Guarantor (if any Pari Passu Debt Documents have been entered into, and the Pari Passu Debt Discharge Date has not occurred);


(iii)	is a Senior Secured Notes Issuer or a Senior Secured Notes Guarantor (if any Senior Secured Notes have been issued, and the Senior Secured Notes Discharge Date has not occurred); and


(iv)	functions as a holding company only;


(b)	has acceded to this Agreement as a HY Issuer (both as a Debtor and, if required and to the extent not already a Party in such capacity, as an Intra-Group Lender or a Subordinated Creditor or Security Grantor); and


(c)	if such entity has any subsidiaries, at least one such subsidiary is:


(i)	a Senior Guarantor (if the Senior Discharge Date has not occurred);


(ii)	an issuer of Pari Passu Debt or a Pari Passu Debt Guarantor (if any Pari Passu Debt Documents have been entered into, and the Pari Passu Debt Discharge Date has not occurred); and


(iii)	a Senior Secured Notes Issuer or a Senior Secured Notes Guarantor (if any Senior Secured Notes have been issued, and the Senior Secured Notes Discharge Date has not occurred).

“Insolvency Event” means, in relation to any Debtor, member of the Group or Security Grantor:

(a)

any resolution is passed or order (including, without limitation, an order for relief in any case under the US Bankruptcy Code) made for the winding up, dissolution, administration, examination, bankruptcy or reorganisation (whether pursuant to the US Bankruptcy Code or otherwise) of that Debtor, member of the Group or Security Grantor or a moratorium is declared in relation to any indebtedness of that Debtor, member of the Group or Security Grantor;


(b)	any composition, compromise, assignment or arrangement is made with its creditors generally;


(c)	the appointment of any liquidator, receiver, trustee in bankruptcy, administrator, administrative receiver, compulsory manager or other similar officer in respect of that Debtor, member of the Group or Security Grantor or any of its assets; or


(d)	any analogous procedure or step is taken in any jurisdiction,

other than any proceeding, procedure or other step (as applicable) which:


(i)	can be demonstrated to the satisfaction of the Security Agent (acting reasonably), within 30 days of any such action or proceedings having commenced, to be frivolous, vexatious or an abuse of the process of the court or related to a claim to which such person has a good defence and which is being vigorously contested by such person;


(ii)	does not relate to the appointment of any of the officers referred to at paragraph (c) above and where the proceedings are stayed or discharged within 30 days from their commencement;


(iii)	relates to a solvent liquidation or dissolution set out in clause 23.12 (Acquisitions and mergers), paragraph (b) of the definition of “Permitted

Transaction” or paragraph (a) or (b) of clause 23.31 (Internal Reorganisations) of the Senior Facilities Agreement; or


(iv)	in connection with a reconstruction or amalgamation, is on terms approved by the Security Agent (acting on the instructions of the Instructing Group).

“Instructing Group” means at any time:


(a)	prior to the Senior Secured Discharge Date, the Majority Senior Secured Creditors;


(b)	on or after the Senior Secured Discharge Date but before the Second Lien Discharge Date, the Majority Second Lien Creditors; and


(c)	on or after the later of the Senior Secured Discharge Date and the Second Lien Discharge Date but before the High Yield Discharge Date, the Majority High Yield Creditors (acting through the relevant High Yield Representative(s)).

“Intercreditor Amendment” means any amendment or waiver which is subject to Clause 29 (Consents, Amendments and Override).

“Inter-Hedging Agreement Netting” means the exercise of any right of set-off, account combination, close-out netting or payment netting (whether arising out of a cross agreement netting agreement or otherwise) by a Hedge Counterparty against liabilities owed to a Debtor by that Hedge Counterparty under a Hedging Agreement in respect of Hedging Liabilities owed to that Hedge Counterparty by that Debtor under another Hedging Agreement.

“Inter-Hedging Ancillary Document Netting” means the exercise of any right of set-off, account combination, close-out netting or payment netting (whether arising out of a cross agreement netting agreement or otherwise) by a Hedging Ancillary Lender against liabilities owed to a Debtor by that Hedging Ancillary Lender under a Hedging Ancillary Document in respect of Senior Lender Liabilities owed to that Hedging Ancillary Lender by that Debtor under another Hedging Ancillary Document.

“Intra-Group Lenders” means:


(a)	each Effective Date Intra-Group Lender; and


(b)	each other member of the Group which has made a loan available to, granted credit to or made any other financial arrangement having similar effect with any Debtor and which becomes, a party as an Intra-Group Lender in accordance with the terms of Clause ‎23 (Changes to the Parties).

“Intra‑Group Liabilities” means the Liabilities owed by any member of the Group to any of the Intra‑Group Lenders.

“ISDA Master Agreement” means a 1992 ISDA Master Agreement or a 2002 ISDA Master Agreement.

“Issuing Bank” has the meaning given to the term “L/C Bank” in the Senior Facilities Agreement and any Pari Passu Debt Document (if applicable), being an issuing bank which has issued or agreed to issue a Documentary Credit.

“Legal Reservations” means:


(a)	the principle that equitable remedies are remedies which may be granted or refused at the discretion of the court, the principle of reasonableness and fairness, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, court protection, examinership, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors;


(b)	the time barring of claims under applicable limitation laws, the possibility that an undertaking to assume liability for or to indemnify a person against non-payment of stamp duty may be void and defences of set-off or counterclaim; and


(c)	any other general principles which are set out as qualifications or reservations as to matters of law in any legal opinion delivered under any Secured Debt Document including (whether or not set out in such legal opinion) the qualification that security purporting to create fixed charges may create floating charges.

“Liabilities” means all present and future liabilities and obligations at any time of the Company, any member of the Group, Senior Borrower, Second Lien Borrower, borrower or issuer of Pari Passu Debt, Senior Secured Notes Issuer, Second Lien Notes Issuer, any Security Grantor, Permitted Affiliate Parent, Subordinated Creditor (in its capacity as a grantor of Security over any Subordinated Funding), HY Issuer, HY Borrower, Unsecured Issuer, Unsecured Borrower or any Subsidiary of the Company or any Permitted Affiliate Parent which has incurred Indebtedness (as defined in the Senior Facilities Agreement), in each case, to any Creditor, any Agent or the Security Agent under the Debt Documents, both actual and contingent and whether incurred solely or jointly or in any other capacity together with any of the following matters relating to or arising in respect of those liabilities and obligations:


(a)	any refinancing, novation, deferral or extension;


(b)	any claim for breach of representation, warranty or undertaking or on an event of default or under any indemnity given under or in connection with any document or agreement evidencing or constituting any other liability or obligation falling within this definition;


(c)	any claim for damages or restitution; and


(d)	any claim as a result of any recovery by any Debtor or Security Grantor of a Payment on the grounds of preference or otherwise,

and any amounts which would be included in any of the above but for any discharge, non‑provability, unenforceability or non-allowance of those amounts in any insolvency or other proceedings.

“Liabilities Acquisition” means, in relation to a person and to any Liabilities, a transaction where that person:


(a)	purchases by way of assignment or transfer;


(b)	enters into any sub-participation in respect of; or


(c)	enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of,

the rights and benefits in respect of those Liabilities.

“Majority High Yield Creditors” means, at any time, those High Yield Creditors whose High Yield Credit Participations at that time aggregate more than 50% of the total High Yield Credit Participations at that time.

“Majority High Yield Lenders” has the meaning given to the term “Majority Lenders” (or equivalent) in any High Yield Facilities Agreement. If, at any time, there is more than one High Yield Facilities Agreement, any reference in this Agreement to the “Majority High Yield Lenders” shall be construed so as to refer to the “Instructing Group” (or equivalent) under each such High Yield Facilities Agreement (in each case, construed in accordance with the foregoing provisions of this definition, to the extent applicable).

“Majority Second Lien Creditors” means, at any time, those Second Lien Creditors whose Second Lien Credit Participations at that time aggregate more than 50% of the total Second Lien Credit Participations at that time.

“Majority Second Lien Lenders” has the meaning given to the term “Instructing Group” (or equivalent) in any Second Lien Facilities Agreement. If, at any time, there is more than one Second Lien Facilities Agreement, any reference in this Agreement to

the “Majority Second Lien Lenders” shall be construed so as to refer to the “Instructing Group” (or equivalent) under each such Second Lien Facilities Agreement (in each case, construed in accordance with the foregoing provisions of this definition, to the extent applicable).

“Majority Senior Creditors” means, at any time, those Senior Creditors whose Senior Credit Participations at that time aggregate more than 50% of the total Senior Credit Participations at that time.

“Majority Senior Lenders” has the meaning given to the term “Instructing Group” (or equivalent) in the Senior Facilities Agreement. If, at any time, there is more than one Senior Facilities Agreement, any reference in this Agreement to the “Majority Senior Lenders” shall be construed so as to refer to the “Instructing Group” (or equivalent) under each such Senior Facilities Agreement (in each case, construed in accordance with the foregoing provisions of this definition, to the extent applicable).

“Majority Senior Secured Creditors” means, at any time, those Senior Secured Creditors whose Senior Secured Credit Participations at that time aggregate more than 50% of the total Senior Secured Credit Participations at that time.

“Material Event of Default” means an Event of Default under the Senior Facilities Agreement in respect of clauses 26.3 (Breach of other obligations) (but only to the extent that the Senior Agent, acting on the instructions of the Majority Senior Lenders (acting reasonably), determines that the Event of Default has a Material Adverse Effect), 26.6 (Insolvency), 26.7 (Insolvency proceedings), 26.9 (Execution or distress), 26.10 (Similar events), 26.11 (Unlawfulness) or 26.18 (Acceleration Following Financial Ratio Breach) of the Senior Facilities Agreement and/or any equivalent Pari Passu Debt Event of Default and/or any equivalent Senior Secured Notes Event of Default.

“Multi-account Overdraft Facility” means an Ancillary Facility which is an overdraft facility comprising more than one account.

“Multi-account Overdraft Liabilities” means Liabilities arising under any Multi-account Overdraft Facility.

“Non-Credit Related Close-Out” means a Permitted Hedge Close-Out described in any of paragraphs (a)(i), (a)(iii), (a)(v) or (a)(vi) of Clause 4.9 (Permitted Enforcement: Hedge Counterparties).

“Non-ECP Debtor” means any Debtor that is not an ECP Debtor.

“Noteholders” means the Senior Secured Noteholders, the Second Lien Noteholders, the High Yield Noteholders or the Unsecured Noteholders.

“Notes Finance Documents” means:


(a)	in respect of the Senior Secured Notes, the Senior Secured Notes Finance Documents;


(b)	in respect of the Second Lien Notes, the Second Lien Notes Finance Documents;


(c)	in respect of the High Yield Notes, the High Yield Notes Finance Documents; and


(d)	in respect of the Unsecured Notes, the Unsecured Notes Finance Documents.

“Notes Indenture” means:


(a)	in respect of the Senior Secured Notes, any Senior Secured Notes Indenture;


(b)	in respect of the Second Lien Notes, any Second Lien Notes Indenture;


(c)	in respect of the High Yield Notes, any High Yield Notes Indenture; and


(d)	in respect of the Unsecured Notes, any Unsecured Notes Indenture.

“Notes Issuer” means:


(a)	in respect of the Senior Secured Notes, each Senior Secured Notes Issuer;


(b)	in respect of the Second Lien Notes, each Second Lien Notes Issuer;


(c)	in respect of the High Yield Notes, each HY Issuer; and


(d)	in respect of the Unsecured Notes, each Unsecured Issuer.

“Notes Trustee” means:


(a)	in respect of the Senior Secured Notes, each Senior Secured Notes Trustee;


(b)	in respect of the Second Lien Notes, each Second Lien Notes Trustee;


(c)	in respect of the High Yield Notes, each High Yield Notes Trustee; and


(d)	in respect of the Unsecured Notes, each Unsecured Notes Trustee.

“Notes Trustee Amounts” means the High Yield Notes Trustee Amounts, the Second Lien Notes Trustee Amounts, the Senior Secured Notes Trustee Amounts and the Unsecured Notes Trustee Amounts.

“Original Senior Facilities Agreement” means the senior facilities agreement made between, amongst others, Virgin Media Investment Holdings Limited, the Effective Date Senior Agent and the Security Agent and originally dated 7 June 2013 as amended on 14 June 2013 and as amended and restated on 17 July 2015 and 30 July 2015, as further

amended on 16 December 2016 and as further amended and restated on 19 April 2017, 22 February 2018 and 9 December 2019.

“Original Senior Secured Notes” means, collectively, (i) the original aggregate principal amount of $750 million 5.500% Senior Secured Notes due 2026, (ii) the original aggregate principal amount of £675 million 5.000% Senior Secured Notes due 2027, (iii) the original aggregate principal amount of £521.3 million Fixed Rate Senior Secured Notes due 2025, (iv) the original aggregate principal amount of £340.0 million 5.250% Senior Secured Notes due 2029 and the original aggregate principal amount of $1,425 million 5.500% Senior Secured Notes due 2029, (v) the original aggregate principal amount of £400 million 4.250% Senior Secured Notes due 2030, (vi) the original aggregate principal amount of £450 million 4.125% Senior Secured Notes due 2030 and the original aggregate principal amount of $650 million 4.500% Senior Secured Notes due 2030 and (vii) [the original aggregate principal amount of £[●] million [●]% Senior Secured Notes due 20[●], the original aggregate principal amount of $[●] million [●]% Senior Secured Notes due 20[●] and the original aggregate principal amount of €[●] million [●]% Senior Secured Notes due 20[●]]⁴, in each case, issued pursuant to the relevant Original Senior Secured Notes Indenture.

“Original Senior Secured Notes Indentures” means, collectively, (i) the indenture originally dated 26 April 2016, between, among others, Virgin Media Secured Finance PLC, the guarantors named therein and The Bank of New York Mellon, London Branch, as trustee, as amended or supplemented from time to time; (ii) the indenture originally dated 1 February 2017, between, among others, Virgin Media Secured Finance PLC, the guarantors named therein and The Bank of New York Mellon, London Branch, as trustee, as amended or supplemented from time to time; (iii) the indenture originally dated 21 March 2017 between, among others, Virgin Media Secured Finance PLC, the guarantors named therein and The Bank of New York Mellon, London Branch, as trustee, as amended or supplemented from time to time; (iv) the indenture dated 16 May 2019 between, among others, Virgin Media Secured Finance PLC, the guarantors named therein and The Bank of New York Mellon, London Branch, as trustee, as amended or supplemented from time to time; (v) the indenture originally dated 15 October 2019 between, among others, Virgin Media Secured Finance PLC, the guarantors named therein and BNY Mellon Corporate Trustee Services Limited, as trustee, as amended or supplemented from time to time; (vi) the indenture originally dated 29 June 2020 between, among others, Virgin Media Secured Finance PLC, the guarantors named therein and BNY Mellon Corporate Trustee Services Limited, as trustee, as amended or supplemented from time to time; and (vii) [the indenture originally dated [●] 2020 between, among others, VMED O2 UK Financing I plc and BNY Mellon Corporate Trustee Services Limited, as trustee, as amended or supplemented from time to time]⁵.

_______________

⁴ NTD: To be updated.

⁵NTD: To be updated.

“Other Liabilities” means, in relation to a Debtor, a member of the Group, a Subsidiary of a Debtor, a Holding Company of a Debtor or a Subsidiary of such Holding Company or any Security Grantor, any trading and other liabilities (not being Borrowing Liabilities or Guarantee Liabilities) it may have to any Agent or any Arranger under the Debt Documents or to an Intra-Group Lender or a Debtor or Security Grantor.

“Pari Passu Creditors” means the lenders or other creditors in respect of any Pari Passu Debt and the Pari Passu Debt Representative(s).

“Pari Passu Debt” means the Liabilities (that are not subordinated in right of payment or security to any Senior Liabilities or Senior Secured Notes Liabilities) owed by any member of the Group or any Debtor which in each case must be a Senior Guarantor (if the Senior Discharge Date has not occurred) and a Senior Secured Notes Guarantor (if any Senior Secured Notes have been issued, and the Senior Secured Notes Discharge Date has not occurred) in respect of any loan, credit or debt facility, notes, indenture or security:


(a)	which are permitted, under the terms of the Senior Secured Notes Finance Documents, any other Pari Passu Debt Documents, the Senior Finance Documents and the Second Lien Finance Documents, to share in the Transaction Security with the rights and obligations of Pari Passu Creditors as provided for in this Agreement;


(b)	which are designated as such by the Company by written notice to each Agent who is a Party at such time; and


(c)	in respect of which the Pari Passu Creditors (or an agent or a trustee on their behalf) have acceded to this Agreement in accordance with Clause ‎23.6 (New Pari Passu Creditors and Pari Passu Debt Representatives),

(excluding, for the avoidance of doubt, the Senior Liabilities and the Senior Secured Notes Liabilities).

“Pari Passu Debt Acceleration Event” means:


(a)	the Pari Passu Debt Representative in relation to any Pari Passu Debt (or any of the other Pari Passu Creditors) exercising any rights to accelerate amounts outstanding under the Pari Passu Debt pursuant to any Pari Passu Debt Documents such that such amounts become immediately due and payable; or


(b)	any Pari Passu Debt becoming due and payable by operation of any automatic acceleration provisions in any Pari Passu Debt Document.

“Pari Passu Debt Default” means a Pari Passu Debt Event of Default or any event or circumstances which would (with the expiry of a grace period, the giving of notice, the

making of any determination provided for in the relevant definition of such Pari Passu Debt Event of Default or any combination of the foregoing) be a Pari Passu Debt Event of Default; provided that any such event or circumstance which under the terms of the relevant Pari Passu Debt Documents requires any determination as to materiality before it becomes a Pari Passu Debt Event of Default shall not be a Pari Passu Debt Default until such determination is made in accordance with the terms of the relevant Pari Passu Debt Documents.

“Pari Passu Debt Discharge Date” means the first date on which all Pari Passu Debt Liabilities have been fully and finally discharged to the satisfaction of the relevant Pari Passu Debt Representative (acting reasonably) in relation to any Pari Passu Debt Liabilities, whether or not as a result of an enforcement, and the Pari Passu Creditors (in that capacity) are under no further obligation to provide financial accommodation to any of the Debtors under the Pari Passu Debt Documents.

“Pari Passu Debt Documents” means each document or instrument entered into between any members of the Group or Debtors and a Pari Passu Creditor setting out the terms of any loan, credit or debt facility, notes, indenture, guarantee or security which creates or evidences any Pari Passu Debt (but excluding, for the avoidance of doubt, any Hedging Agreements).

“Pari Passu Debt Event of Default” means an Event of Default (or equivalent) under (and as defined in) any Pari Passu Debt Document.

“Pari Passu Debt Guarantors” means each member of Group or any Debtor that is a guarantor of Pari Passu Debt in accordance with a Pari Passu Debt Document and which must be a Senior Guarantor (if the Senior Discharge Date has not occurred) and a Senior Secured Notes Guarantor (if any Senior Secured Notes have been issued, and the Senior Secured Notes Discharge Date has not occurred).

“Pari Passu Debt Liabilities” means the Liabilities owed by any Debtors to the Pari Passu Creditors under the Pari Passu Debt Documents (for the avoidance of doubt excluding any Hedging Liabilities).

“Pari Passu Debt Payment Default” means a Pari Passu Debt Default arising by reason of any non-payment under a Pari Passu Debt Document other than in respect of an amount (a) not constituting principal, interest or fees and (b) not exceeding £250,000 (or its equivalent in other currencies).

“Pari Passu Debt Representative” means any entity acting as trustee or creditor representative for the Pari Passu Creditors under any Pari Passu Debt Document and which accedes to this Agreement pursuant to Clause ‎23.6 (New Pari Passu Creditors and Pari Passu Debt Representatives).

“Pari Passu Debt Representative Amounts” means fees and expenses owed by, and other amounts owed by and/or payable by the Debtors, to each Pari Passu Debt Representative under the Pari Passu Debt Documents including:


(a)	any amounts payable to a Pari Passu Debt Representative personally by way of indemnity and/or remuneration pursuant to a Pari Passu Debt Document (including guarantees of such amounts contained therein) or any other document entered into in connection with the incurrence of Pari Passu Debt;


(b)	compensation for and the fees and expenses of the collection by any Pari Passu Debt Representative of any amount payable to such Pari Passu Debt Representative for the benefit of the other Pari Passu Creditors;


(c)	the costs of any actual or attempted Enforcement Action and any action permitted under paragraph (i) of the exception to the definition of Enforcement Action (in each case, including the fees and expenses of the Pari Passu Debt Representative’s agents and counsel); and


(d)	amounts to be payable to any paying agent, registrar or any agent, custodian or other person appointed in accordance with the Pari Passu Debt Documents by any Pari Passu Debt Representative in relation to the Pari Passu Debt and any VAT payable on such amount,

provided that, for the avoidance of doubt, Pari Passu Debt Representative Amounts shall not include (i) any amount of principal or interest payable in respect of any Pari Passu Debt Document or (ii) costs of bringing any claims, suit or proceeding against any Senior Secured Creditor, Senior Arranger or other Agents.

“Participating Member State” means any member of the European Community that at the relevant time has the euro as its lawful currency i

Document Metadata

Table of Contents

VIRGIN MEDIA – EURO ADDITIONAL FACILITY T ACCESSION DEED